Exhibit 10.16





                         U.S. $175,000,000


                         CREDIT AGREEMENT

                   Dated as of October 12, 1999

                               Among

         CONSOLIDATED FREIGHTWAYS CORPORATION OF DELAWARE

                            as Borrower

                                and

                 THE INITIAL LENDERS NAMED HEREIN

                        as Initial Lenders

                                and

                        ABN AMRO BANK N. V.

             as Issuing Bank and Administrative Agent




                        TABLE OF CONTENTS

                                                             Page

   ARTICLE I   DEFINITIONS AND ACCOUNTING TERMS
      SECTION 1.01.  Certain Defined Terms    1
      SECTION 1.02.  Computation of Time Periods   21
      SECTION 1.03.  Accounting Terms    21
      SECTION 1.04.  Other Interpretive Provisions 21

   ARTICLE II  AMOUNTS AND TERMS OF THE ADVANCES
      SECTION 2.01.  The Advances   22
      SECTION 2.02.  Making the Advances 23
      SECTION  2.03.   Issuance of and Drawings Under Letters  of
           Credit    25
      SECTION 2.04.  Fees 27
      SECTION 2.05.  Termination or Reduction of the Commitments;
           Extension of the Facilities   28
      SECTION 2.06.  Repayment 30
      SECTION 2.07.  Interest  31
      SECTION 2.08.  Interest Rate Determination   32
      SECTION 2.09.  Optional Conversion of Advances    33
      SECTION 2.10.  Optional Prepayments     33
      SECTION 2.11.  Increased Costs and Reduction of Return 33
      SECTION 2.12.  Illegality     34
      SECTION 2.13.  Payments and Computations     34
      SECTION 2.14.  Taxes     35
      SECTION 2.15.  Sharing of Payments, Etc.     38
      SECTION 2.16.  Use of Proceeds     39
      SECTION 2.17.  Substitution of Lenders  39
      SECTION 2.18.  Evidence of Debt    39
      SECTION  2.19.   Additional  Interest  on  Eurodollar  Rate
           Advances  40

   ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING
      SECTION 3.01.  Conditions Precedent to Effectiveness   40
      SECTION  3.02.  Conditions Precedent to Each Borrowing  and
           Issuance  41
      SECTION 3.03.  Determinations Under Section 3.01  42

   ARTICLE IV  REPRESENTATIONS AND WARRANTIES
      SECTION   4.01.   Representations  and  Warranties  of  the
           Borrower  42

   ARTICLE V   COVENANTS
      SECTION 5.01.  Affirmative Covenants    45
      SECTION 5.02.  Negative Covenants  48
      SECTION 5.03.  Financial Covenants 50

   ARTICLE VI  EVENTS OF DEFAULT
      SECTION 6.01.  Events of Default   51
      SECTION  6.02.  Actions in Respect of the Letters of Credit
           upon Default   53

   ARTICLE VII The Administrative Agent
      SECTION 7.01   Appointment and Authorization 54
      SECTION 7.02   Delegation of Duties.    55
      SECTION 7.03   Liability of the Administrative Agent.  55
      SECTION 7.04   Reliance by the Administrative Agent and the
           Issuing Bank.  55
      SECTION 7.05   Notice of Default.  56
      SECTION 7.06   Lender Party Credit Decision  56
      SECTION  7.07   Indemnification of the Administrative Agent
           57
      SECTION  7.08   Administrative Agent in Individual Capacity
           58
      SECTION 7.09   Successor Administrative Agent.    58

   ARTICLE VIII MISCELLANEOUS
      SECTION 8.01.  Amendments, Etc.    59
      SECTION 8.02.  Notices, Etc.  60
      SECTION 8.03.  No Waiver; Remedies 60
      SECTION 8.04.  Costs and Expenses  61
      SECTION 8.05.  Right of Set-off    62
      SECTION 8.06.  Binding Effect; Entire Agreement   63
      SECTION 8.07.  Assignments and Participations     63
      SECTION 8.08.  Confidentiality     66
      SECTION 8.09.  No Liability of the Issuing Bank   66
      SECTION 8.10.  Governing Law  66
      SECTION 8.11.  Execution in Counterparts     67
      SECTION 8.12.  Jurisdiction, Etc.  67
      SECTION 8.13.  Waiver of Jury Trial     67





                  Dated as of October 12, 1999


           CONSOLIDATED  FREIGHTWAYS CORPORATION OF  DELAWARE,  a
Delaware  corporation  (the  "Borrower"),  the  banks,  financial
institutions  and  other  institutional  lenders  listed  on  the
signature pages hereof as Tranche A lenders (the "Initial Tranche
A   Lenders"),  the  banks,  financial  institutions  and   other
institutional  lenders listed on the signature  pages  hereof  as
Tranche  B lenders (the "Initial Tranche B Lenders" and, together
with  the Initial Tranche A Lenders, the "Initial Lenders"),  and
ABN  AMRO  BANK  N.V., a bank organized under  the  laws  of  the
Netherlands ("ABN AMRO") as issuing bank (the "Issuing Bank") and
agent  (the  "Administrative Agent") for the Lender  Parties  (as
hereinafter defined), 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):

          "Administrative Agent" has the meaning specified in the
     recitals of parties to this Agreement, and shall include any
     successor agent.

           "Administrative Agent's Account" means the account  of
     the  Administrative  Agent maintained by the  Administrative
     Agent at ABN AMRO Bank N.V. with its office in New York, New
     York.

          "Advance" means a Tranche A Revolving Credit Advance, a
     Tranche  B  Revolving Credit Advance or a Letter  of  Credit
     Advance.

           "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 or is a director or
     officer of such Person.

           "Affiliate Guaranty" means the Guaranty Agreement,  in
     substantially the form of Exhibit C hereto, to  be  executed
     by  the Guarantors in favor of the Administrative Agent  (as
     agent for itself and the other Lender Parties), as the  same
     may be amended from time to time.

            "Agent-Related  Persons"  means  ABN  AMRO  and   any
     successor  Administrative Agent arising under  Section  7.09
     and  any  successor  Issuing Bank hereunder,  together  with
     their  respective  Affiliates, and the officers,  directors,
     employees, agents and attorneys-in-fact of such Persons  and
     Affiliates.

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

            "Applicable  Margin"  means,  as  of  any   date   of
     determination,  a  percentage per annum  determined  as  set
     forth on Schedule II hereto.

           "Applicable  Percentage" means,  as  of  any  date  of
     determination,  a  percentage per annum  determined  as  set
     forth on Schedule II hereto.

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

          "Attorney Costs" means and includes all reasonable fees
     and services of any law firm or other external counsel.

           "Available Amount" of any Letter of Credit  means,  at
     any  time,  the maximum amount available to be  drawn  under
     such  Letter of Credit at such time (assuming compliance  at
     such time with all conditions to drawing).

           "BABC Agreement" means the Loan and Security Agreement
     dated  as of November 27, 1996 among the Borrower, the other
     Loan   Parties   (as   defined   therein),   the   financial
     institutions party thereto, and BankAmerica Business Credit,
     Inc., as agent for such financial institutions ("BABC"),  as
     the same has been amended to date.

           "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
     higher  of:  (a) the rate of interest announced publicly  by
     ABN  AMRO at its office in Chicago, Illinois, from  time  to
     time,  as  its prime or base rate; and (b) 1/2 of one  percent
     per  annum above the Federal Funds Rate. Any change  in  the
     prime  or base rate announced by ABN AMRO shall take  effect
     at  the  opening  of business on the day  specified  in  the
     public announcement of such change.  Such prime or base rate
     is  determined  as a means of pricing credit  extensions  to
     some  customers and is not directly related to any  external
     rate  of interest or index, nor necessarily the lowest  rate
     of  interest  charged at any given time for  any  particular
     class of customers.

           "Base  Rate  Advance"  means  an  Advance  that  bears
     interest as provided in Section 2.07(a)(i).
           "Borrower's  Designated Account" has the  meaning  set
     forth in Section 2.02(a).

           "Borrowing" means a borrowing consisting of Tranche  A
     Revolving  Credit  Advances or Tranche  B  Revolving  Credit
     Advances  of  the  same Type made on the  same  day  by  the
     Lenders.

           "Business Day" means a day of the year on which  banks
     are  not required or authorized by law to close in New York,
     Chicago or San Francisco and, if the applicable Business Day
     relates  to any Eurodollar Rate Advances, on which  dealings
     in  U.S.  dollars  are  carried on in the  London  interbank
     market.

           "Capital  Adequacy  Regulation" means  any  guideline,
     request   or  directive  of  any  central  bank   or   other
     Governmental   Authority,  or  any  other   law,   rule   or
     regulation, whether or not having the force of law, in  each
     case,  regarding  capital adequacy of any  bank  or  of  any
     corporation controlling a bank.

           "Capital  Lease" means any lease of  Property  by  the
     Parent or any of its Subsidiaries which, in accordance  with
     GAAP,  is or should be capitalized on the Parent's  or  such
     Subsidiary's balance sheet, as the case may be, or for which
     the  amount  of  the asset and liability thereunder,  if  so
     capitalized,  should  be disclosed in  a  footnote  to  such
     balance sheet.

           "Cash  Equivalents" means:  (a) direct obligations  of
     the  Government  of  the  United States  or  any  agency  or
     instrumentality   thereof  or  obligations   unconditionally
     guaranteed by the full faith and credit of the Government of
     the  United  States, (b) money market funds with  assets  in
     excess   of  $1,000,000,000,  (c)  certificates  of  deposit
     ("CDs"),  bankers acceptances, eurodollar CDs or Yankee  CDs
     with  (i)  U.S. commercial banks with capital  of  at  least
     $200,000,000 and a senior long-term dollar denominated  debt
     rating  of  at least "A" by Moody's and S&P or (ii)  foreign
     commercial banks with assets of at least $1,000,000,000  and
     a   Thompson   Bankwatch   rating   of   at   least   TBW-1,
     (d)  eurodollar  time  deposits with the  Nassau  or  Cayman
     offshore  branches of U.S. commercial banks with capital  of
     at   least  $200,000,000  and  a  senior  long-term   dollar
     denominated debt rating of at least "A" by Moody's and  S&P,
     (e) commercial paper rated at least "P2" by Moody's and "A2"
     by  S&P,  (f) medium term, fixed or floating rate  notes  in
     offerings of at least $100,000,000 with a maximum  tenor  of
     five  years, issued by U.S. corporations with a senior long-
     term  dollar  denominated debt rating of  at  least  "A"  by
     Moody's  and  S&P,  and (g) repurchase agreements,  provided
     that  (w)  the  market value of the collateral securing  any
     such repurchase agreement must be equal to at least 102%  of
     the   repurchase  value  plus  accrued  interest,  (x)   the
     collateral (A) has a maturity of three years or less, (B) is
     issued  by the Government of the United States or any agency
     or  instrumentality  thereof or U.S. commercial  banks  with
     capital  of  at  least $200,000,000 and a  senior  long-term
     dollar  denominated debt rating of at least "A"  by  Moody's
     and S&P and (C) has pricing information that is available on
     the  Bloomberg Reporting Service, (y) must be executed  with
     primary dealers listed by the New York Federal Reserve Board
     and  rated  at least "P1" by Moody's and "A1"  by  S&P,  and
     (z)  such  collateral must be delivered  to  the  Borrower's
     custodian.

           "Change of Control" means (a) the acquisition  by  any
     "person"  or "group" (as such terms are used in Section  13d
     and  14(d)(2) of the Securities Exchange Act of 1934) (other
     than  a Person who is not an Unrelated Person) of beneficial
     ownership  (within  the  meaning  of  Rule  13d-3   of   the
     Securities  and  Exchange Commission  under  the  Securities
     Exchange  Act  of  1934) of 25% or more of  the  outstanding
     shares  of  voting stock of the Parent; or  (b)  during  any
     period of 12 consecutive calendar months, commencing  on  or
     after  the  Effective Date, the ceasing of those individuals
     (the  "Continuing Directors") who (i) were directors of  the
     Parent  on  the  first  day  of each  such  period  or  (ii)
     subsequently  became  directors  of  the  Parent  and  whose
     initial   election  or  initial  nomination   for   election
     subsequent  to that date was approved by a majority  of  the
     Continuing Directors then on the board of directors  of  the
     Parent to constitute a majority of the board of directors of
     the Parent.

           "CNF"  means  CNF  Transportation,  Inc.,  a  Delaware
     corporation.

           "CNF  Note" means any promissory note payable  by  the
     Parent  to  CNF  under  the Tax Sharing  Agreement  and  any
     substitute,   replacement  or  refinancing   of   any   such
     promissory  note,  whether such substitute,  replacement  or
     refinanced  promissory  note is to  CNF  or  other  Persons;
     provided  that  the  Parent's  obligations  under  any  such
     promissory  note  are subordinated to its obligations  under
     the Affiliate Guaranty and that the terms and conditions  of
     such  subordination  may  not be  amended,  supplemented  or
     otherwise modified after the date hereof in a manner adverse
     to the interests of any of the Lender Parties.

            "Commitment"  means  a  Tranche  A  Revolving  Credit
     Commitment or a Tranche B Revolving Credit Commitment.

           "Confidential Information" means information that  the
     Borrower furnishes to the Administrative Agent or any Lender
     Party, but does not include any such information that is  or
     becomes  generally available to the public other than  as  a
     result  of actions or omissions of the Administrative  Agent
     or  any Lender Party or that is or becomes available to  the
     Administrative Agent or such Lender from a source other than
     the Borrower.

           "Consolidated" refers to the consolidation of accounts
     in accordance with GAAP.

          "Consolidated EBIT" shall mean, for any period, the sum
     of  (i)  Consolidated  Net Income  of  the  Parent  and  its
     Subsidiaries, before total interest expense (whether cash or
     non-cash)  and  provisions for taxes based  on  income,  and
     determined without giving effect to any extraordinary  gains
     or losses but giving effect to gains or losses from sales of
     assets sold in the ordinary course of business plus (ii)  an
     amount  not  in excess of $15,000,000 related to charges  in
     connection with the Tax Sharing Agreement plus (iii) any non-
     cash charge incurred by the Parent and its Subsidiaries  for
     the  issuance of common shares under the Parent's restricted
     stock plan.

           "Consolidated  EBITDAR" shall mean,  for  any  period,
     Consolidated EBIT, adjusted by adding thereto the amount  of
     all expenses for depreciation, amortization and Consolidated
     Rental   Expenses   that   were  deducted   in   determining
     Consolidated EBIT for such period.

           "Consolidated  Funded  Indebtedness"  means,  for  any
     period,  without duplication, the sum of (a) all short  term
     Debt   of  the  Parent  and  its  Consolidated  Subsidiaries
     (including  the current maturities of long-term  Debt)  plus
     (b)  all  long-term Debt of the Parent and its  Consolidated
     Subsidiaries,   including   obligations   in   respect    of
     Capitalized  Leases  plus (c) the  present  value  (using  a
     discount  rate  of 10% per annum) of future  payments  under
     operating   leases  of  the  Parent  and  its   Consolidated
     Subsidiaries with initial or remaining non-cancellable lease
     terms  in excess of one year plus (d) the undrawn amount  of
     all  standby letters of credit issued for the account of the
     Parent  and  its  Consolidated Subsidiaries,  including  any
     unpaid reimbursement obligations thereunder minus (e) in the
     event  that  the CNF Note is outstanding as of any  date  of
     determination,  an  amount  equal  to  the  lesser  of   (i)
     $40,000,000 and (ii) the outstanding principal amount of the
     CNF Note.

           "Consolidated Interest and Rental Expense" means,  for
     any   period,  total  interest  expense  (including  amounts
     properly  attributable to interest with respect  to  Capital
     Leases in accordance with GAAP, letter of credit costs,  and
     amortization of debt discount and debt issuance  costs)  and
     Consolidated   Rental  Expense  of  the   Parent   and   its
     Consolidated  Subsidiaries for such period with  respect  to
     all  outstanding  Debt  of the Parent and  its  Consolidated
     Subsidiaries, including without limitation all  commissions,
     discounts  and other fees and charges owed with  respect  to
     letters of credit and bankers' acceptance financing and  net
     costs or benefits under interest rate protection agreements.

           "Consolidated Net Income" means, for any  period,  the
     net  income  of the Parent and its Consolidated Subsidiaries
     for such period determined in accordance with GAAP provided,
     however,  that if the Parent shall have acquired the  assets
     and  business of any Person or any substantial part  of  the
     assets and business of any Person, any revenues and expenses
     properly  attributable to such assets and business  or  part
     thereof prior to the date of such acquisition shall  not  be
     included in Consolidated Net Income.

           "Consolidated Rental Expense" means lease payments  by
     the  Parent  and  its  Consolidated Subsidiaries  under  all
     leases  having  an  initial non-cancellable  lease  term  in
     excess of one year.

          "Consolidated Stockholders' Equity" means, with respect
     to  any  Person  at any date, the Consolidated stockholders'
     equity of such Person, excluding any amounts attributable to
     mandatorily redeemable preferred stock.
           "Consolidated Subsidiary" means, as to any Person,  at
     any  date,  any Subsidiary or other entity the  accounts  of
     which would be Consolidated with those of such Person in its
     Consolidated  financial statements if such  statements  were
     prepared as of such date.

          "Consolidated Tangible Net Worth" means, for any Person
     at  any date, the Consolidated Stockholders' Equity of  such
     Person  and its Consolidated Subsidiaries less goodwill  and
     intangibles determined on a consolidated basis in accordance
     with GAAP.

           "Consolidated Total Assets" means, as of any date, the
     Consolidated total assets of the Parent and its Subsidiaries
     as of such date.

           "Convert," "Conversion" and "Converted" each refers to
     a  conversion of Advances of one Type into Advances  of  the
     other Type pursuant to Section 2.08 or 2.09.

           "Debt"  of  any  Person  means,  without  duplication:
     (a)  all  obligations  and liabilities  of  such  Person  in
     respect   of   borrowed  money,  (b)  all  obligations   and
     liabilities of such Person in respect of Hedging  Contracts,
     (c) all Obligations, (d) all obligations and liabilities  of
     such  Person  secured by any Lien on the  Property  of  such
     Person,  even though such Person shall not have  assumed  or
     become  liable  for the payment thereof; provided,  however,
     that  all such obligations and liabilities which are limited
     in  recourse to such Property shall be included in Debt only
     to the extent of the book value of such Property as would be
     shown  on  a  balance  sheet  of  such  Person  prepared  in
     accordance  with  GAAP, (e) all obligations  or  liabilities
     created  or  arising under any Capital Lease or  conditional
     sale  or  other  title retention agreement with  respect  to
     Property  used or acquired by a Person, even if  the  rights
     and  remedies of the lessor, seller or lender thereunder are
     limited to repossession of such Property; provided, however,
     that  all such obligations and liabilities which are limited
     in  recourse to such Property shall be included in Debt only
     to the extent of the book value of such Property as would be
     shown  on  a  balance  sheet  of  such  Person  prepared  in
     accordance   with   GAAP,  and  (f)  all   obligations   and
     liabilities under any Guaranty of the foregoing.

           "Declining Tranche A Lender" has the meaning set forth
     in Section 2.05(c).

           "Declining Tranche B Lender" has the meaning set forth
     in Section 2.05(d).

           "Default" means any Event of Default or any event that
     would constitute an Event of Default but for the requirement
     that notice be given or time elapse or both.

           "Defaulting Lender" means at any time any Lender  with
     respect to which a Lender Default is in effect at such time.

           "Designated Entity" means any entity identified by the
     Borrower  to  the Administrative Agent in a  written  notice
     delivered  prior to the respective Investment in  accordance
     with Section 5.02.

           "Domestic Lending Office" means, with respect  to  any
     Lender  Party, the office of such Lender Party 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 Party, or  such  other
     office  of such Lender Party as such Lender Party  may  from
     time  to time specify to the Borrower and the Administrative
     Agent.

            "Effective   Date"  has  the  meaning  specified   in
     Section 3.01.

            "Eligible  Assignee"  means  (a)  a  commercial  bank
     organized under the laws of the United States, or any  state
     thereof, (b) a commercial bank organized under the  laws  of
     any  other country which is a member of the Organization for
     Economic  Cooperation and Development  (the  "OECD"),  or  a
     political  subdivision of any such country, which is  acting
     through  a  branch or agency located in the  United  States;
     which, in each case (under clauses (a) and (b) above) has  a
     combined capital and surplus of at least two hundred million
     dollars  ($200,000,000),  (c) a  Person  that  is  primarily
     engaged  in the business of commercial banking and  that  is
     (i)  a Subsidiary of a Lender, (ii) a Subsidiary of a Person
     of  which  a  Lender is a Subsidiary, or (iii) a  Person  of
     which  a Lender is a Subsidiary, (d) any other Person  which
     is  a  "qualified institutional buyer" (as defined  in  Rule
     144A  of  the Securities Act) which extends credit  or  buys
     loans   as   one  of  its  businesses,  including  insurance
     companies,   investment  funds,  mutual  funds   and   lease
     financing companies, or (e) any Lender and any Affiliate  of
     any  Lender or, with respect to any Lender that  is  a  fund
     that  invests in loans, any other fund that invests in loans
     and is advised or managed by the same investment advisor  as
     such Lender or by an Affiliate of such Lender.

           "Environmental Action" means any action, suit, demand,
     demand letter, claim, notice of non-compliance or violation,
     notice  of  liability or potential liability, investigation,
     proceeding,  consent order or consent agreement relating  in
     any  way to any violation of an Environmental Law or arising
     from alleged injury or threat of injury to health, safety or
     the  environment, including, without limitation, (a) by  any
     governmental   or  regulatory  authority  for   enforcement,
     cleanup,  removal, response, remedial or  other  actions  or
     damages  and (b) by any governmental or regulatory authority
     or    any    third    party   for   damages,   contribution,
     indemnification, cost recovery, compensation  or  injunctive
     relief.

           "Environmental Law" means any federal, state, local or
     foreign  statute,  law, ordinance, rule,  regulation,  code,
     order,    judgment,   decree   or   judicial    or    agency
     interpretation,  policy or guidance that has  the  force  or
     effect  of  law relating to pollution or protection  of  the
     environment, health, safety or natural resources, including,
     without  limitation, those relating to  the  use,  handling,
     transportation,  treatment, storage,  disposal,  release  or
     discharge of Hazardous Materials.

           "Equity Interests" means, with respect to any  Person,
     all of the shares of capital stock of (or other ownership or
     profit  interests  in)  such Person, all  of  the  warrants,
     options   or  other  rights  for  the  purchase   or   other
     acquisition from such Person of shares of capital  stock  of
     (or other ownership or profit interests in) such Person, all
     of  the  securities  convertible into  or  exchangeable  for
     shares  of  capital stock of (or other ownership  or  profit
     interests in) such Person or warrants, rights or options for
     the  purchase or other acquisition from such Person of  such
     shares  (or  such  other interests), and all  of  the  other
     ownership  or  profit interests in such  Person  (including,
     without  limitation, partnership, member or trust  interests
     therein),  whether voting or nonvoting, and whether  or  not
     such  shares,  warrants, options, rights or other  interests
     are  authorized  or  otherwise  existing  on  any  date   of
     determination.

           "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 that 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 Internal Revenue Code.

           "ERISA  Event"  means  (a) (i)  the  occurrence  of  a
     reportable  event,  within the meaning of  Section  4043  of
     ERISA,  with  respect to any Plan unless the  30-day  notice
     requirement  with respect to such event has been  waived  by
     the  PBGC,  or  (ii) the requirements of subsection  (1)  of
     Section  4043(b)  of  ERISA  are  met  with  respect  to   a
     contributing  sponsor, as defined in Section 4001(a)(13)  of
     ERISA,  of a Plan, and an event described in paragraph  (9),
     (10),  (11),  (12) or (13) of Section 4043(c)  of  ERISA  is
     reasonably  expected  to occur with  respect  to  such  Plan
     within  the following 30 days but only if the PBGC  has  not
     waived  the  requirements of Section 4043(b) of  ERISA  with
     respect to a contributing sponsor; (b) the application for a
     minimum  funding  waiver with respect to  a  Plan;  (c)  the
     provision  by the administrator of any Plan of a  notice  of
     intent  to  terminate  such Plan in a  distress  termination
     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); (d) the cessation of  operations
     at  a facility of the Borrower or any ERISA Affiliate in the
     circumstances described in Section 4062(e) of ERISA; (e) the
     withdrawal  by  the Borrower or any 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; (f) the conditions for the imposition of a lien under
     Section 302(f) of ERISA shall have been met with respect  to
     any  Plan;  (g)  the  adoption of an  amendment  to  a  Plan
     requiring the provision of security to such Plan pursuant to
     Section 307 of ERISA; or (h) the institution by the PBGC  of
     proceedings to terminate a Plan pursuant to Section 4042  of
     ERISA, or the occurrence of any event or condition described
     in  Section 4042 of ERISA that constitutes grounds  for  the
     termination  of,  or  the  appointment  of  a   trustee   to
     administer, a Plan.

           "Eurocurrency Liabilities" has the meaning assigned to
     that term in Regulation D of the FRB, as in effect from time
     to time.

           "Eurodollar Lending Office" means, with respect to any
     Lender  Party, the office of such Lender Party 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 Party (or, if  no  such
     office  is specified, its Domestic Lending Office), or  such
     other  office of such Lender Party as such Lender Party  may
     from   time  to  time  specify  to  the  Borrower  and   the
     Administrative Agent.

           "Eurodollar Rate" means, for any Interest  Period  for
     each  Eurodollar Rate Advance comprising part  of  the  same
     Borrowing, an interest rate per annum (rounded upward to the
     nearest  1/100th  of 1%) equal to the rate for  deposits  in
     U.S.  dollars for the period commencing on the first day  of
     such  Interest  Period and ending on the last  day  of  such
     Interest  Period which appears on Telerate Page 3750  as  of
     11:00  A.M.,  London time, two Business Days  prior  to  the
     beginning  of such Interest Period.  If at least  two  rates
     appear  on such Telerate Page for such Interest Period,  the
     "Eurodollar  Rate"  shall  be the arithmetic  mean  of  such
     rates.   If  the  "Eurodollar Rate" cannot be determined  in
     accordance  with  the immediately preceding  sentences  with
     respect  to any Interest Period, the "Eurodollar Rate"  with
     respect  to  each day during such Interest Period  shall  be
     determined  by  reference to such other  publicly  available
     service  for  displaying eurodollar rates as may  be  agreed
     upon by the Administrative Agent and the Borrower or, in the
     absence  of  such  agreement, the  "Eurodollar  Rate"  shall
     instead  be the rate per annum equal to the arithmetic  mean
     (rounded  upwards  to  the nearest 1/100th  of  1%)  of  the
     respective  rates  notified to the Administrative  Agent  by
     each  of  the  Reference Lenders as the rate at  which  such
     Reference  Lender  is offered Dollar deposits  at  or  about
     11:00  A.M., San Francisco time, two Business Days prior  to
     the  beginning  of  such Interest Period  in  the  interbank
     eurodollar market where the eurodollar and foreign  currency
     and  exchange  operations in respect of its Eurodollar  Rate
     Advances are then being conducted for delivery on the  first
     day of such Interest Period for the number of days comprised
     therein  and  in an amount comparable to the amount  of  its
     Eurodollar  Rate  Advance  to  be  outstanding  during  such
     Interest Period.

           "Eurodollar Rate Advance" means an Advance that  bears
     interest as provided in Section 2.07(a)(ii).

           "Eurodollar Rate Reserve Percentage" of any Lender 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 FRB for determining  the  maximum
     reserve  requirement  (including,  without  limitation,  any
     emergency,   supplemental   or   other   marginal    reserve
     requirement) for such Lender 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.

            "Facility"  means  the  Tranche  A  Revolving  Credit
     Facility or the Tranche B Revolving Credit Facility.

           "Federal Funds Rate" means, for any day, the rate  set
     forth  in  the  weekly  statistical  release  designated  as
     H.15(519),  or any successor publication, published  by  the
     Federal  Reserve  Bank  of  New  York  (including  any  such
     successor,  "H.15(519)") for such day opposite  the  caption
     "Federal  Funds  (Effective)"; or, if for any  relevant  day
     such  rate is not yet published in H.15(519), the  rate  for
     such day will be the rate set forth in the daily statistical
     release designated as the Composite 3:30 P.M. Quotations for
     U.S.  Government  Securities, or any successor  publication,
     published by the Federal Reserve Bank of New York (including
     any such successor, the "Composite 3:30 P.M. Quotation") for
     such  day under the caption "Federal Funds Effective  Rate."
     If  on any relevant day the appropriate rate for such day is
     not  yet published in either H.15(519) or the Composite 3:30
     P.M.  Quotations,  the  rate  for  such  day  will  be   the
     arithmetic  mean  of the rates for the last  transaction  in
     overnight  Federal funds arranged prior to  9:00  A.M.  (New
     York  time) on that day by each of three leading brokers  of
     Federal funds transactions in New York City selected by  the
     Administrative Agent.

           "Fiscal  Year"  means the Borrower's fiscal  year  for
     financial accounting purposes.  The current Fiscal  Year  of
     the Borrower will end on December 31, 1999.

           "FRB"  means  the Board of Governors  of  the  Federal
     Reserve System and any Governmental Authority succeeding  to
     any of its principal functions.

           "Further  Taxes" means any and all present  or  future
     taxes,  levies,  assessments, imposts,  duties,  deductions,
     fees,  withholdings or similar charges (excluding net income
     taxes and franchise taxes), and all liabilities with respect
     thereto,  imposed by any jurisdiction on account of  amounts
     payable or paid pursuant to Section 2.14.

          "GAAP" has the meaning specified in Section 1.03.

            "Governmental   Authority"  means   any   nation   or
     government,   any  state  or  other  political   subdivision
     thereof, any central bank (or similar monetary or regulatory
     authority)   thereof,   any  entity  exercising   executive,
     legislative,    judicial,   regulatory   or   administrative
     functions   of   or  pertaining  to  government,   and   any
     corporation  or  other entity owned or  controlled,  through
     stock  or  capital ownership or otherwise,  by  any  of  the
     foregoing.

          "Guarantor" means the Parent and each Subsidiary of the
     Borrower incorporated in any jurisdiction within the  United
     States  of  America  now existing or hereafter  acquired  or
     created and in each case having assets with a book value  in
     excess  of  $10,000,000  or annual  revenues  in  excess  of
     $10,000,000.

           "Guaranty"  means,  with respect to  any  Person,  all
     obligations  of such Person which in any manner directly  or
     indirectly  guarantee or assure, or in effect  guarantee  or
     assure,  the  payment  or performance of  any  indebtedness,
     dividend  or  other  obligations of any  other  Person  (the
     "guaranteed obligations"), or assure or in effect assure the
     holder of the guaranteed obligations against loss in respect
     thereof, including, without limitation, any such obligations
     incurred through an agreement, contingent or otherwise:  (a)
     to  purchase  the  guaranteed obligations  or  any  property
     constituting  security therefor, (b) to  advance  or  supply
     funds   for  the  purchase  or  payment  of  the  guaranteed
     obligations  or  to  maintain a  working  capital  or  other
     balance  sheet  condition, or (c) to lease  property  or  to
     purchase any debt or equity securities or other property  or
     services,  but  excluding the endorsement for collection  of
     checks received in the ordinary course of business.

          "Hazardous Materials" means (a) petroleum and petroleum
     products,  byproducts  or  breakdown  products,  radioactive
     materials,  asbestos-containing  materials,  polychlorinated
     biphenyls  and  radon  gas  and  (b)  any  other  chemicals,
     materials  or substances designated, classified or regulated
     as hazardous or toxic or as a pollutant or contaminant under
     any Environmental Law.

            "Hedging  Contract"  means  any  interest  rate  swap
     agreement,   currency  swap  agreement,   commodities   swap
     agreement, equity option or put arrangement, cap,  floor  or
     collar agreement, insurance relating to the respective  risk
     protection   or  other  similar  agreement  or   arrangement
     designed to provide such risk protection.

           "Indemnified Liabilities" has the meaning specified in
     Section 8.04.

          "Index Reference" has the meaning specified in Schedule
     II hereto.

           "Initial  Lenders" has the meaning  specified  in  the
     recital of parties to this Agreement.

           "Initial  Tranche A Lenders" has the meaning specified
     in the recital of parties to this Agreement.

           "Initial  Tranche B Lenders" has the meaning specified
     in the recital of parties to this Agreement.
           "Insufficiency" means, with respect to any  Plan,  the
     amount,  if  any,  of its unfunded benefit  liabilities,  as
     defined in Section 4001(a)(18) of ERISA.

           "Interest  Period" means,  as to any  Eurodollar  Rate
     Advance,  the  period  commencing  on  the  date   of   such
     Eurodollar Rate Advance or on the date of Conversion of  any
     Base  Rate  Advance into such Eurodollar Rate  Advance,  and
     ending  on the date one, two, three or six months thereafter
     as  selected  by the Borrower in its Notice of Borrowing  or
     notice of Conversion and, thereafter, each subsequent period
     commencing  on  the  last day of the  immediately  preceding
     Interest  Period and ending on the last day  of  the  period
     selected by the Borrower pursuant to the provisions below;

          provided that:

               (i)  if any Interest Period would otherwise end on
          a  day that is not a Business Day, that Interest Period
          shall  be extended to the following Business Day unless
          the  result  of such extension would be to  carry  such
          Interest  Period into another calendar month, in  which
          event  such Interest Period shall end on the  preceding
          Business Day;

                (ii) any Interest Period that begins on the  last
          Business Day of a calendar month (or on a day for which
          there  is  no  numerically  corresponding  day  in  the
          calendar  month  at  the end of such  Interest  Period)
          shall  end  on  the last Business Day of  the  calendar
          month at the end of such Interest Period;

                (iii)      no  Interest Period in  respect  of  a
          Tranche A Revolving Credit Advance shall end after  the
          Tranche  A  Termination Date and no Interest Period  in
          respect  of a Tranche B Revolving Credit Advance  shall
          end after the Tranche B Termination Date;

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

                (v)   there  shall not be more than  10  Interest
          Periods  applicable to the Tranche A  Revolving  Credit
          Advances at any one time, and there shall not  be  more
          than  10  Interest Periods applicable to the Tranche  B
          Revolving Credit Advances at any one time.

          "Internal Revenue Code" means the Internal Revenue Code
     of  1986,  as amended from time to time, and the regulations
     promulgated and rulings issued thereunder.

           "Investment" in any Person, means any loan or  advance
     to  such  Person, any purchase or other acquisition  of  any
     capital   stock  or  other  ownership  or  profit  interest,
     warrants,  rights, options, obligations or other  securities
     of  such Person, any capital contribution to such Person  or
     any  other  investment in such Person, and any  Guaranty  in
     respect of obligations of such Person.

          "Issuing Bank" has the meaning specified in the recital
     of parties to this Agreement and shall include any successor
     thereto.

           "L/C Amendment Application" means an application  form
     for  amendment of outstanding Letters of Credit as shall  at
     any  time be in use at the Issuing Bank, as the Issuing Bank
     shall request.

           "L/C  Cash Collateral Account" means a cash collateral
     account   to   be   established  and   maintained   by   the
     Administrative  Agent, over which the  Administrative  Agent
     shall  have sole dominion and control, upon terms as may  be
     satisfactory to the Administrative Agent.

           "L/C  Related Documents" has the meaning specified  in
     Section 2.06(c)(ii)(A).

          "Lender Default" means (i) the failure of any Lender to
     make any Advance it is obligated to make under the terms  of
     this  Agreement, or (ii) the appointment of  a  receiver  or
     conservator with respect to such Lender at the direction  or
     request of any regulatory agency or authority.

          "Lender Party" means any Lender and the Issuing Bank.

          "Lender" means each Tranche A Lender and each Tranche B
     Lender.

          "Letter of Credit Advance" means an advance made by the
     Issuing Bank or any Lender pursuant to Section 2.03(b).

           "Letter of Credit Agreement" has the meaning specified
     in Section 2.03(a).

           "Letters  of  Credit"  has the  meaning  specified  in
     Section 2.01(c).

          "Lien" means:  (a) any interest in Property securing an
     obligation owed to, or a claim by, a Person other  than  the
     owner  of  such Property, whether such interest is based  on
     common  law,  statute,  or contract, and  including  without
     limitation,  a  security interest, charge,  claim,  or  lien
     arising from a mortgage, deed of trust, encumbrance, pledge,
     hypothecation,  assignment, deposit arrangement,  agreement,
     security agreement, conditional sale or trust receipt  or  a
     lease,  consignment or bailment for security  purposes  (but
     excluding  any lease, consignment or bailment which  is  not
     for security purposes) and (b) to the extent not included in
     clause   (a),   any  reservation,  exception,  encroachment,
     easement,  right-of-way,  covenant, condition,  restriction,
     lease  or  other  title  exception or encumbrance  affecting
     Property.

           "Loan  Documents" means this Agreement, the Notes,  if
     any,  each L/C Related Document, and the Affiliate  Guaranty
     in  each case as amended, supplemented or otherwise modified
     from time to time.

          "Loan Party" means the Borrower and each Guarantor.

           "Margin  Stock" means "margin stock" as such  term  is
     defined  in  Regulation  T, U or X of  the  Federal  Reserve
     Board.

           "Material  Adverse Change" means any material  adverse
     change  in the business, condition (financial or otherwise),
     operations, performance or properties of the Borrower or the
     Parent and its Subsidiaries taken as a whole.

           "Material  Adverse  Effect" means a  material  adverse
     effect   on  (a)  the  business,  condition  (financial   or
     otherwise),  operations, performance or  properties  of  the
     Borrower  or  the  Parent and its Subsidiaries  taken  as  a
     whole,  (b)  the  legality,  validity,  binding  effect,  or
     enforceability  of any Loan Document or (c) the  ability  of
     any  Loan  Party to perform its obligations in any  material
     respect under any Loan Document.

          "Moody's" means Moody's Investors Service, Inc.

           "Multiemployer  Plan" means a multiemployer  plan,  as
     defined  in  Section  4001(a)(3)  of  ERISA,  to  which  the
     Borrower  or  any ERISA Affiliate is making or  accruing  an
     obligation to make contributions, or has within any  of  the
     preceding  five plan years made or accrued an obligation  to
     make contributions.

           "Multiple Employer Plan" means a single employer plan,
     as  defined  in Section 4001(a)(15) of ERISA,  that  (a)  is
     maintained  for  employees  of the  Borrower  or  any  ERISA
     Affiliate  and at least one Person other than  the  Borrower
     and  the  ERISA Affiliates or (b) was so maintained  and  in
     respect  of which the Borrower or any ERISA Affiliate  could
     have  liability under Section 4064 or 4069 of ERISA  in  the
     event such plan has been or were to be terminated.

           "Net Cash Proceeds" means, with respect to the sale or
     issuance  of  any  Equity  Interests  in  any  Person,   the
     aggregate amount of cash received from time to time (whether
     as  initial  consideration or through payment or disposition
     of  deferred  consideration) by or on behalf of such  Person
     for its own account in connection with any such transaction,
     after   deducting   therefrom  (without  duplication)   only
     reasonable  and  customary underwriting fees and  discounts,
     legal  fees,  accounting  fees and other  similar  fees  and
     reasonable  and  customary printing  expenses  and,  to  the
     extent, but only to the extent, that the amounts so deducted
     are  actually  paid (i) at the time of the receipt  of  such
     cash or (ii) if later, within 30 days after the consummation
     of  such  transaction  (based on  such  Person's  reasonable
     estimate  of  the  aggregate amount of all  such  discounts,
     fees,  costs  and  expenses therefor  at  the  time  of  the
     consummation of such transaction); provided, however,  that,
     notwithstanding  any  of the foregoing  provisions  of  this
     definition, (A) any and all amounts so deducted by any  such
     Person   pursuant  to  this  definition  shall  be  properly
     attributable to the transaction and shall be payable  solely
     to  one  or  more  Persons that are not Affiliates  of  such
     Person or of any of the Loan Parties or any Affiliate of any
     of  the  Loan  Parties and (B) if, at the time  any  of  the
     discounts,  fees,  costs or expenses  referred  to  in  this
     definition  are  actually paid or otherwise  satisfied,  the
     reserve  therefor or the amount otherwise retained  by  such
     Person  for the payment or satisfaction thereof exceeds  the
     amount  so  paid or otherwise satisfied, then the amount  of
     such excess reserve or retained amount, as the case may  be,
     shall  constitute "Net Cash Proceeds" on and as of the  date
     of  such  payment or other satisfaction for all purposes  of
     this Agreement.

          "Note" has the meaning specified in Section 2.18.

           "Notice  of  Borrowing" has the meaning  specified  in
     Section 2.02.

           "Obligations"  means  all present  and  future  loans,
     advances,  liabilities, obligations, covenants, duties,  and
     debts  owing  by any Loan Party to the Administrative  Agent
     and/or  any Lender Party, arising under or pursuant to  this
     Agreement or any of the other Loan Documents, whether or not
     evidenced  by  any  note, or other instrument  or  document,
     whether  arising from an extension of credit, opening  of  a
     letter    of    credit,    acceptance,    loan,    guaranty,
     indemnification  or  otherwise, whether direct  or  indirect
     (including, without limitation, those acquired by assignment
     from  others,  and  any participation by the  Administrative
     Agent  and/or  any Lender Party in such Loan  Party's  debts
     owing  to others), absolute or contingent, due or to  become
     due,  primary  or secondary, as principal or guarantor,  and
     including,  without  limitation,  all  principal,  interest,
     charges,  expenses, fees, attorneys' fees, filing  fees  and
     any  other  sums chargeable to such Loan Party hereunder  or
     under  any  of  the  other  Loan  Documents.   "Obligations"
     includes,  without limitation, all debts,  liabilities,  and
     obligations  now or hereafter owing from any Loan  Party  to
     the Administrative Agent and/or any Lender Party under or in
     connection with the Letters of Credit.

           "Other Taxes" means any present or future stamp, court
     or  documentary taxes or any other excise or property taxes,
     charges or similar levies which arise from any payment  made
     hereunder  or  from  the  execution, delivery,  performance,
     enforcement  or registration of, or otherwise  with  respect
     to, this Agreement or any other Loan Documents.

           "Parent"  means Consolidated Freightways  Corporation,
     the sole shareholder of the Borrower.
           "PBGC"  means the Pension Benefit Guaranty Corporation
     (or any successor).

          "Permitted Liens" means:

               (a)  Liens for taxes not delinquent;

                (b)   statutory Liens for taxes in  an  aggregate
     amount  not  to exceed $5,000,000 at any time provided  that
     the payment of such taxes which are due and payable is being
     contested  in  good  faith  and by  appropriate  proceedings
     diligently  pursued  and  as  to  which  adequate  financial
     reserves  have been established on a Loan Party's books  and
     records  and a stay of enforcement of any such  Lien  is  in
     effect;

                 (c)    deposits   under  worker's  compensation,
     unemployment  insurance, social security and  other  similar
     laws,  or  to  secure the performance of  bids,  tenders  or
     contracts  (other than for the repayment of borrowed  money)
     or  to  secure indemnity, performance or other similar bonds
     for  the  performance of bids, tenders or  contracts  (other
     than  for  the  repayment of borrowed money)  or  to  secure
     statutory obligations (other than Liens arising under  ERISA
     or  Liens  in  favor of any Governmental Authority  for  any
     liability  under any Environmental Laws or for  any  damages
     arising   from   or  costs  incurred  by  such  Governmental
     Authority  in connection with, any Environmental Action)  or
     surety  or appeal bonds, or to secure indemnity, performance
     or other similar bonds in the ordinary course of business;

                (d)   Liens  securing the claims  or  demands  of
     materialmen,  mechanics,  carriers, warehousemen,  landlords
     and other like Persons, provided that the payment thereof is
     not at the time required by Section 5.01(f);

                 (e)   reservations,  exceptions,  encroachments,
     easements, rights of way, covenants running with  the  land,
     and other similar title exceptions or encumbrances affecting
     any  real estate in which the respective Loan Party  has  an
     interest;  provided  that  they  do  not  in  the  aggregate
     materially  detract from the value of such  real  estate  or
     materially interfere with its use in the ordinary conduct of
     such Loan Party's business;

                (f)  judgment and other similar Liens arising  in
     connection  with court proceedings, provided  that  (i)  the
     existence of such Liens is being contested in good faith and
     by  proper proceedings diligently pursued, (ii) reserves  or
     other appropriate provision, if any, as are required by GAAP
     have been made therefor, (iii) a stay of enforcement of  any
     such  Liens  is  in  effect, and (iv) the existence  of  any
     judgment  or  court proceedings upon which  such  Liens  are
     based  does  not  otherwise constitute an Event  of  Default
     hereunder;

                (g)   Liens  in  existence on the  date  of  this
     Agreement which are set forth in Schedule III hereto; and
                (h)   Liens  upon or in any property acquired  or
     held  by  any  Loan  Party to secure the purchase  price  or
     construction costs (and, to the extent financed,  sales  and
     excise  taxes,  delivery and installation  costs  and  other
     related expenses) of such property or to secure indebtedness
     incurred  solely for the purpose of financing or refinancing
     the  acquisition or construction of any such property to  be
     subject  to  such  Liens,  or Liens  existing  on  any  such
     property at the time of acquisition, or extensions, renewals
     or  replacements of any of the foregoing for the same  or  a
     lesser amount, provided that such Lien is established within
     thirty   days  of  the  acquisition  of  said  property   or
     expenditure  of  said  construction  costs,  and   provided,
     further,  that  no such Lien shall extend to  or  cover  any
     property other than the property being acquired and no  such
     extension, renewal or replacement shall extend to  or  cover
     any  property  not  theretofore subject to  the  Lien  being
     extended,  renewed or replaced, and provided, further,  that
     the incurrence of any Debt secured by the Liens permitted by
     this  clause  (h) shall not exceed the amount  then  allowed
     under any of the covenants set forth in Section 5.03.

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

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

           "Pricing Index" has the meaning specified in  Schedule
     II hereto.

           "Property" means any interest in any kind of  property
     or  asset,  whether real, personal or mixed, or tangible  or
     intangible.

           "Pro  Rata Share" means, as to any Lender at any time,
     the  percentage  equivalent at such time  of  such  Lender's
     Tranche  B  Revolving  Credit  Commitment  divided  by   the
     aggregate Tranche B Revolving Credit Commitments, or, if the
     Tranche B Revolving Credit Commitments have expired or  been
     terminated,  the percentage equivalent at such time  of  the
     outstanding  amount  of such Lender's  Tranche  B  Revolving
     Credit  Advances divided by the aggregate outstanding amount
     of all Tranche B Revolving Credit Advances.

           "Real  Estate"  means all of the  present  and  future
     interests of any Person, as owner, lessee, or otherwise,  in
     real  property, including, without limitation, any  interest
     arising  from an option to purchase or lease any  such  real
     property.

           "Reference Lenders" means ABN AMRO Bank N.V. and  Bank
     One, NA or each such other Lender Party as may be agreed  by
     the Borrower and the Administrative Agent from time to time.

             "Register"    has   the   meaning    specified    in
     Section 8.07(d).
          "Request for Letter of Credit Issuance" has the meaning
          specified in Section 2.03(a).

           "Required Lenders" means at any time Lenders  owed  at
     least  a  majority in interest of the then aggregate  unpaid
     principal amount of the Advances owing to Lenders, or, if no
     such principal amount is then outstanding, Lenders having at
     least a majority in interest of the Commitments.

           "Required Tranche B Lenders" means at any time Tranche
     B  Lenders owed at least a majority in interest of the  then
     aggregate unpaid principal amount of the Tranche B Revolving
     Credit  Advances owing to Tranche B Lenders, or, if no  such
     principal  amount  is then outstanding,  Tranche  B  Lenders
     having  at  least a majority in interest of  the  Tranche  B
     Revolving Credit Commitments.

            "Responsible  Officer"  means  the  chief   financial
     officer, treasurer or controller of the respective Person.

           "S&P"  means  Standard & Poor's  Ratings  Services,  a
     division of The McGraw-Hill Companies, Inc.

           "Securities Act" means the Securities Act of 1933,  as
     amended, or any successor Federal statute, and the rules and
     regulations  of  the  Securities  and  Exchange   Commission
     promulgated thereunder, all as the same shall be  in  effect
     from time to time.

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

           "Subordinated Debt" means any Debt that is subordinate
     in  right of payment to the Obligations, including,  without
     limitation, the CNF Note.

           "Subsidiary"  of  any  Person means  any  corporation,
     partnership, joint venture, limited liability company, trust
     or  estate of which (or in which) more than 50% of  (a)  the
     issued  and outstanding capital stock having ordinary voting
     power to elect a majority of the Board of Directors of  such
     corporation  (irrespective of whether at  the  time  capital
     stock  of  any  other class or classes of  such  corporation
     shall or might have voting power upon the occurrence of  any
     contingency), (b) the interest in the capital or profits  of
     such limited liability company, partnership or joint venture
     or (c) the beneficial interest in such trust or estate is at
     the  time directly or indirectly owned or controlled by such
     Person,  by  such  Person  and one  or  more  of  its  other
     Subsidiaries  or  by  one  or more of  such  Person's  other
     Subsidiaries; provided that the term "Subsidiary" shall  not
     include  any  Designated Entity that  would  otherwise  have
     constituted a Subsidiary hereunder.

           "Taxes"  means  any and all present or  future  taxes,
     levies,  assessments,  imposts,  duties,  deductions,  fees,
     withholdings  or  similar charges, and all liabilities  with
     respect thereto, excluding, in the case of each Lender Party
     and the Administrative Agent, respectively, taxes imposed on
     or  measured  by its overall net income by the  jurisdiction
     (or  any  political subdivision thereof) under the  laws  of
     which such Lender Party or the Administrative Agent, as  the
     case  may  be, is organized and, in the case of each  Lender
     Party, where an Applicable Lending Office is maintained.

           "Tax Sharing Agreement" means that certain Tax Sharing
     Agreement dated December 2, 1996 between the Parent and CNF,
     as it may be amended from time to time.

           "Tranche  A Lenders" means, at any time,  any  of  the
     Lenders that has a Tranche A Revolving Credit Commitment  or
     any  outstanding Tranche A Revolving Credit Advance at  such
     time.

           "Tranche  A Revolving Credit Advance" has the  meaning
     specified in Section 2.01(a).

           "Tranche  A  Revolving Credit Commitment" means,  with
     respect to any Tranche A Lender at any time, the amount  set
     forth  opposite such Tranche A Lender's name on  Schedule  I
     hereto   under  the  caption  "Tranche  A  Revolving  Credit
     Commitment"  or, if such Tranche A Lender has  entered  into
     one  or more Assignments and Acceptances, set forth for such
     Tranche  A  Lender  in  the  Register  maintained   by   the
     Administrative  Agent pursuant to Section  8.07(d)  as  such
     Tranche  A Lender's "Tranche A Revolving Credit Commitment,"
     as  such  amount  may be reduced at or prior  to  such  time
     pursuant to Section 2.05.

           "Tranche  A Revolving Credit Facility" means,  at  any
     time,  the  aggregate  amount  of  the  Lenders'  Tranche  A
     Revolving Credit Commitments at such time.

          "Tranche A Termination Date" means October 10, 2000, as
     such  date  may be extended pursuant to Section 2.05(c),  or
     the  earlier date of termination in whole of the  Tranche  A
     Revolving  Credit Commitments pursuant to  Section  2.05  or
     6.01.

           "Tranche  B Lenders" means, at any time,  any  of  the
     Lenders that has a Tranche B Revolving Credit Commitment  or
     any  outstanding Tranche B Revolving Credit Advance at  such
     time.

           "Tranche  B Revolving Credit Advance" has the  meaning
     specified in Section 2.01(b).

           "Tranche  B  Revolving Credit Commitment" means,  with
     respect to any Tranche B Lender at any time, the amount  set
     forth  opposite such Tranche B Lender's name on  Schedule  I
     hereto   under  the  caption  "Tranche  B  Revolving  Credit
     Commitment"  or, if such Tranche B Lender has  entered  into
     one  or more Assignments and Acceptances, set forth for such
     Tranche  B  Lender  in  the  Register  maintained   by   the
     Administrative  Agent pursuant to Section  8.07(d)  as  such
     Tranche  B Lender's "Tranche B Revolving Credit Commitment,"
     as  such  amount  may be reduced at or prior  to  such  time
     pursuant to Section 2.05.

           "Tranche  B Revolving Credit Facility" means,  at  any
     time, the aggregate amount of the Tranche B Lenders' Tranche
     B Revolving Credit Commitments at such time.

          "Tranche B Termination Date" means October 11, 2002, as
     such  date  may be extended pursuant to Section 2.05(d),  or
     the  earlier date of termination in whole of the  Tranche  B
     Revolving  Credit Commitments pursuant to  Section  2.05  or
     6.01.

           "Type"  refers  to  the distinction  between  Advances
     bearing  interest  at  the Base Rate  and  Advances  bearing
     interest at the Eurodollar Rate.

           "Unrelated Person" means any Person other than  (a)  a
     Subsidiary of the Parent or (b) an employee stock  ownership
     plan  or  other employee benefit plan covering the employees
     of the Parent or its Subsidiaries.

           "Unused Tranche A Revolving Credit Commitment"  means,
     with respect to any Tranche A Lender at any time,

                     (a)   such  Tranche  A  Lender's  Tranche  A
          Revolving Credit Commitment at such time minus

                     (b)   the aggregate principal amount of  all
          Tranche  A  Revolving  Credit  Advances  made  by  such
          Tranche  A  Lender, in each case in its capacity  as  a
          Tranche A Lender, and outstanding at such time.

           "Unused Tranche B Revolving Credit Commitment"  means,
     with respect to any Tranche B Lender at any time,

                     (a)   such  Tranche  B  Lender's  Tranche  B
          Revolving Credit Commitment at such time minus

                     (b)   the sum of (i) the aggregate principal
          amount of all Tranche B Revolving Credit Advances  made
          by  such Tranche B Lender and outstanding at such time,
          plus (ii) such Tranche B Lender's Pro Rata Share of (A)
          the aggregate Available Amount of all Letters of Credit
          outstanding   at  such  time  and  (B)  the   aggregate
          principal amount of all Letter of Credit Advances  made
          by  the  Issuing Bank pursuant to Section  2.03(b)  and
          outstanding at such time other than any such Letter  of
          Credit  Advance  which, at or prior to such  time,  has
          been assigned in part to such Tranche B Lender pursuant
          to Section 2.03(b).

            "Utilization   Fee"  means,  as  of   any   date   of
     determination,  a  percentage per annum  determined  as  set
     forth on Schedule II hereto.

          "Voting Interests" means shares of capital stock issued
     by  a  corporation,  or equivalent interests  in  any  other
     Person,  the holders of which are ordinarily, in the absence
     of  contingencies,  entitled to vote  for  the  election  of
     directors (or persons performing similar functions) of  such
     Person,  even if the right so to vote has been suspended  by
     the happening of such a contingency.

           "Withdrawal  Liability" has the meaning  specified  in
     Part I of Subtitle E of Title IV of ERISA.

           "Year  2000  Compliant" has the meaning  specified  in
     Section 4.01(j).

           "Year  2000  Problem"  has the  meaning  specified  in
     Section 4.01(j).

           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  mean  "to  but
excluding."

           SECTION  1.03.  Accounting Terms.  Unless the  context
otherwise  clearly requires, all accounting terms  not  expressly
defined herein shall be construed, and all financial computations
required  under this Agreement shall be made, in accordance  with
generally  accepted accounting principles consistent  with  those
applied in the preparation of financial statements referred to in
Section  4.01(e) ("GAAP").  If GAAP changes during  the  term  of
this  Agreement  such that any covenants contained  herein  would
then  be  calculated  in  a different manner  or  with  different
components,   the   Borrower,  the   Lender   Parties   and   the
Administrative  Agent agree to negotiate in good faith  to  amend
this Agreement in such respects as are necessary to conform those
covenants  as  criteria for evaluating the  Borrower's  financial
condition  to  substantially the same criteria as were  effective
prior to such change in GAAP; provided, however, that, until  the
Borrower, the Lender Parties and the Administrative Agent have so
amended this Agreement, all such covenants shall be calculated in
accordance  with  GAAP  as in effect immediately  prior  to  such
change.

          SECTION 1.04.  Other Interpretive Provisions.  (a)  The
meanings  of defined terms are equally applicable to the singular
and plural forms of the defined terms.

      (b)   The words "hereof," "herein," "hereunder" and similar
words  refer  to  this  Agreement as  a  whole  and  not  to  any
particular provision of this Agreement; and subsection,  Section,
Schedule  and  Exhibit  references are to this  Agreement  unless
otherwise specified.

      (c)        The  term "including" is not limiting and  means
"including without limitation."

      (d)        In  the  computation of periods of time  from  a
specified  date to a later specified date, the word "from"  means
"from and including" the words "to" and "until" each mean "to but
excluding," and the word "through" means "to and including."

      (e)        "issue"  means, with respect to  any  Letter  of
Credit,  to  issue or to extend the expiry of,  or  to  renew  or
increase the amount, or otherwise amend to change any other  term
of,  such Letter of Credit; and the terms "issued," "issuing" and
"issuance" have corresponding meanings.

      (f)        The captions and headings of this Agreement  are
for  convenience  of  reference only and  shall  not  affect  the
interpretation of this Agreement.


                           ARTICLE II

                AMOUNTS AND TERMS OF THE ADVANCES

           SECTION 2.01.  The Advances.  (a)  Tranche A Revolving
Credit Advances.  Each Tranche A Lender severally agrees, on  the
terms  and  conditions hereinafter set forth,  to  make  advances
(each  a  "Tranche A Revolving Credit Advance") to  the  Borrower
from time to time on any Business Day during the period from  the
Effective  Date  until  the  Tranche A  Termination  Date  in  an
aggregate amount for each such Advance not to exceed such Tranche
A  Lender's Unused Tranche A Revolving Credit Commitment at  such
time.   Each  Borrowing  shall  be  in  an  aggregate  amount  of
$2,000,000  or  an  integral multiple  of  $1,000,000  in  excess
thereof  and shall consist of Advances of the same Type  made  on
the  same day by the Tranche A Lenders ratably according to their
respective  Tranche A Revolving Credit Commitments.   Within  the
limits  of  each  Tranche A Lender's Tranche A  Revolving  Credit
Commitment,  the Borrower may borrow under this Section  2.01(a),
prepay   pursuant  to  Section  2.10  and  reborrow  under   this
Section 2.01(a).

      (b)   Tranche B Revolving Credit Advances.  Each Tranche  B
Lender  severally agrees, on the terms and conditions hereinafter
set  forth, to make advances (each a "Tranche B Revolving  Credit
Advance")  to the Borrower from time to time on any Business  Day
during  the  period from the Effective Date until the  Tranche  B
Termination Date in an aggregate amount for each such Advance not
to  exceed  such  Tranche B Lender's Unused Tranche  B  Revolving
Credit  Commitment at such time.  Each Borrowing shall be  in  an
aggregate  amount  of  $2,000,000  or  an  integral  multiple  of
$1,000,000 in excess thereof and shall consist of Advances of the
same  Type made on the same day by the Tranche B Lenders  ratably
according   to  their  respective  Tranche  B  Revolving   Credit
Commitments.   Within  the  limits of  each  Tranche  B  Lender's
Tranche  B  Revolving Credit Commitment, the Borrower may  borrow
under  this Section 2.01(b), prepay pursuant to Section 2.10  and
reborrow under this Section 2.01(b).

      (c)   Letters of Credit.  The Issuing Bank agrees,  on  the
terms  and conditions hereinafter set forth and subject  to  such
other terms as the Issuing Bank may separately and mutually agree
with  the  Borrower, to issue letters of credit (the "Letters  of
Credit") for the account of the Borrower from time to time on any
Business  Day during the period from the Effective Date until  90
days  before  the  Tranche B Termination  Date  in  an  aggregate
Available Amount for all Letters of Credit issued by the  Issuing
Bank  not  to exceed at any time the aggregate Unused  Tranche  B
Revolving  Credit Commitment at such time.  No Letter  of  Credit
shall  have  an  expiration date (including  all  rights  of  the
Borrower  or the beneficiary to require renewal) later  than  the
Tranche  B  Termination Date.  Subject to the limits referred  to
above, the Borrower may request the issuance of Letters of Credit
under  this Section 2.01(c), repay any Letter of Credit  Advances
resulting  from drawings thereunder pursuant to Sections  2.03(b)
and 2.10 and request the issuance of additional Letters of Credit
under  this  Section  2.01(c).   Each  Letter  of  Credit  issued
pursuant  to  this  Section  2.01(c) shall,  effective  upon  its
issuance and without further action, be issued on behalf  of  all
Tranche B Lenders (including the Issuing Bank) according to their
respective Pro Rata Shares.  Each Tranche B Lender shall, to  the
extent  of  its  Pro  Rata Share, be deemed irrevocably  to  have
participated in the issuance of such Letter of Credit  and  shall
reimburse the Issuing Bank promptly for Letter of Credit Advances
in accordance with Section 2.03.

            SECTION  2.02.   Making  the  Advances.   (a)    Each
Borrowing shall be made on notice, received not later than  10:00
A.M. (San Francisco time) on the third Business Day prior to  the
date  of  the  proposed  Borrowing in the  case  of  a  Borrowing
consisting  of Eurodollar Rate Advances, or not later than  10:00
A.M.  (San  Francisco time) on the date of the proposed Borrowing
in  the case of a Borrowing consisting of Base Rate Advances,  by
the  Administrative Agent, which shall give to each Lender prompt
notice thereof by telecopier.  Each such notice of a Borrowing (a
"Notice  of Borrowing") shall be by telephone, confirmed promptly
in writing, or telecopier, in substantially the form of Exhibit B-
1  hereto,  specifying therein the requested  (i)  date  of  such
Borrowing,  (ii)  Tranche  and Type of Advances  comprising  such
Borrowing, (iii) aggregate amount of such Borrowing, (iv) in  the
case  of  a  Borrowing  consisting of Eurodollar  Rate  Advances,
initial  Interest  Period  for each  such  Advance  and  (v)  the
Borrower's deposit account into which funds for such Advance  are
to  be  deposited  (the "Borrower's Designated  Account").   Each
Lender shall, before 11:00 A.M. (San Francisco time) on the  date
of  such  Borrowing,  make  available  for  the  account  of  its
Applicable  Lending  Office to the Administrative  Agent  at  the
Administrative Agent's Account, in same day funds, such  Lender's
ratable  portion  of  such  Borrowing  in  accordance  with   the
respective  Commitments  under the applicable  Facility  of  such
Lender  and the other Lenders.  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 in the Borrower's
Designated  Account selected by the Borrower  in  the  applicable
Notice of Borrowing; provided, however, that, in the case of  any
Tranche A Revolving Credit Advance or Tranche B Revolving  Credit
Advance,  the Administrative Agent shall first make a portion  of
such  funds equal to the aggregate principal amount of any Letter
of  Credit  Advances made by the Issuing Bank and  by  any  other
Tranche  B  Lender and outstanding on the date of such Tranche  A
Revolving  Credit Advance or Tranche B Revolving Credit  Advance,
as applicable, plus interest accrued and unpaid thereon to and as
of  such  date,  available to the Issuing Bank,  and  such  other
Tranche  B  Lenders  for  repayment of  such  Letters  of  Credit
Advances.

      (b)   Anything  in  subsection (a) above  to  the  contrary
notwithstanding,  the  Borrower may not  select  Eurodollar  Rate
Advances  for  the initial Borrowing hereunder  (if  the  initial
Borrowing  occurs  on,  or  within 3  Business  Days  after,  the
Effective  Date) or for any Borrowing if the aggregate amount  of
such  Borrowing is less than $2,000,000 or if the  obligation  of
the  Lenders  to  make  Eurodollar Rate Advances  shall  then  be
suspended pursuant to Section 2.08 or 2.12.

      (c)   Each  Notice  of Borrowing shall be  irrevocable  and
binding  on the Borrower.  In the case of any Borrowing that  the
related  Notice  of  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
as  a  result  of  any failure to fulfill on or before  the  date
specified  in  such  Notice of Borrowing for such  Borrowing  the
applicable  conditions  set  forth  in  Article  III,  including,
without limitation, any actual loss, cost or expense incurred  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 Borrowing when such Advance,  as  a
result of such failure, is not made on such date.

      (d)   Unless  the Administrative Agent shall have  received
notice from a Lender prior to the date of any Borrowing that such
Lender  will not make available to the Administrative Agent  such
Lender's  ratable  portion of such Borrowing, the  Administrative
Agent may assume that such Lender has made such portion available
to  the  Administrative Agent on the date of  such  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 Borrowing (and such interest shall be in
lieu  of, and not in addition to, interest otherwise owed by  the
Borrower  in  respect of such corresponding amount in  accordance
with Section 2.07(a) hereof) 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
Borrowing  for  purposes  of this Agreement  and  the  Borrower's
obligation to make repayment in respect thereof shall terminate.

      (e)   The failure of any Lender to make the Advance  to  be
made  by it as part of any 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 Borrowing.

           SECTION 2.03.  Issuance of and Drawings Under  Letters
of  Credit.   (a)  Request for Issuance.  Each Letter  of  Credit
shall  be issued upon notice, received not later than 11:00  A.M.
(San  Francisco time) on the third Business Day prior to the date
of the proposed issuance of such Letter of Credit, by the Issuing
Bank  with  a copy to the Administrative Agent.  Each  notice  of
issuance  of a Letter of Credit (a "Request for Letter of  Credit
Issuance") shall be by telephone, confirmed promptly in  writing,
or  telecopier, in substantially the form of Exhibit B-2  hereto,
specifying therein the requested (A) date of such issuance (which
shall be a Business Day), (B) Available Amount of such Letter  of
Credit,  (C)  expiration date of such Letter  of  Credit  (which,
subject to Section 2.01 (c), shall be no later than one year from
the  date  of  such  issuance),  (D)  name  and  address  of  the
beneficiary of such Letter of Credit, and (E) form of such Letter
of  Credit,  and  shall  be accompanied by such  application  and
agreement for letter of credit as the Issuing Bank may specify to
the Borrower for use in connection with such requested Letter  of
Credit  (a  "Letter of Credit Agreement").  If (x) the  requested
form  of such Letter of Credit is acceptable to the Issuing  Bank
in its sole discretion and (y) it has not received written notice
from  the Administrative Agent or the Required Tranche B  Lenders
that  the  conditions to issuing such Letter of Credit  have  not
been  satisfied  or  duly  waived, the Issuing  Bank  will,  upon
fulfillment  of  the applicable conditions set forth  in  Article
III, make such Letter of Credit available to the Borrower at  the
office  of  the Issuing Bank referred to in Section  8.02  or  as
otherwise  agreed  with  the Borrower  in  connection  with  such
issuance.  In the event and to the extent that the provisions  of
any   Letter  of  Credit  Agreement  shall  conflict  with   this
Agreement, the provisions of this Agreement shall govern.

      (b)   Drawing.  The payment by the Issuing Bank of a demand
for  payment under any Letter of Credit shall constitute for  all
purposes  of this Agreement the making by the Issuing Bank  of  a
Letter of Credit Advance, which shall be a Base Rate Advance,  in
the  amount  of such demand.  Upon written demand by the  Issuing
Bank,  with  a  copy of such demand to the Administrative  Agent,
each  Tranche B Lender shall purchase from the Issuing Bank,  and
the  Issuing  Bank shall sell and assign to each such  Tranche  B
Lender,   such  Tranche  B  Lender's  Pro  Rata  Share  of   such
outstanding  Letter  of Credit Advance as of  the  date  of  such
purchase,  by making available for the account of its  Applicable
Lending Office to the Administrative Agent for the account of the
Issuing  Bank, by deposit to the Administrative Agent's  Account,
in  same  day  funds,  an  amount equal to  the  portion  of  the
outstanding principal amount of such Letter of Credit Advance  to
be  purchased  by such Tranche B Lender.  Promptly after  receipt
thereof,  the Administrative Agent shall transfer such  funds  to
the  Issuing Bank.  The Borrower hereby agrees to each such  sale
and assignment.  Each Tranche B Lender agrees to purchase its Pro
Rata Share of an outstanding Letter of Credit Advance on (i)  the
Business  Day  on which demand therefor is made  by  the  Issuing
Bank,  provided  notice of such demand is given  not  later  than
11:00 A.M. (San Francisco time) on such Business Day or (ii)  the
first Business Day next succeeding such demand if notice of  such
demand is given after such time.  Upon any such assignment by the
Issuing  Bank  to any other Tranche B Lender of a  portion  of  a
Letter  of  Credit  Advance,  the  Issuing  Bank  represents  and
warrants to such other Tranche B Lender that the Issuing Bank  is
the legal and beneficial owner of such interest being assigned by
it,   free   and  clear  of  any  liens,  but  makes   no   other
representation  or  warranty and assumes no  responsibility  with
respect  to  such Letter of Credit Advance or the Loan Documents.
If  and to the extent that any Tranche B Lender shall not have so
made the amount of such Letter of Credit Advance available to the
Administrative Agent, such Tranche B Lender agrees to pay to  the
Administrative  Agent  forthwith on demand such  amount  together
with  interest thereon, for each day from the date of  demand  by
the  Issuing  Bank  until the date such amount  is  paid  to  the
Administrative Agent, at the Federal Funds Rate for  its  account
or  the  account  of  the Issuing Bank, as applicable.   If  such
Tranche  B  Lender  shall  pay to the Administrative  Agent  such
amount  for the account of the Issuing Bank on any Business  Day,
such  amount  so paid in respect of principal shall constitute  a
Letter  of Credit Advance made by such Tranche B Lender  on  such
Business  Day for purposes of this Agreement, and the outstanding
principal  amount  of the Letter of Credit Advance  made  by  the
Issuing  Bank  shall be reduced by such amount on  such  Business
Day.

     (c)  Failure to Make Letter of Credit Advances.  The failure
of  any Tranche B Lender to make the Letter of Credit Advance  to
be  made by it on the date specified in Section 2.03(b) shall not
relieve any other Tranche B Lender of its obligation hereunder to
make its Letter of Credit Advance on such date, but no Tranche  B
Lender  shall be responsible for the failure of any other Tranche
B  Lender to make the Letter of Credit Advance to be made by such
other Tranche B Lender on such date.

      (d)   From  time  to  time while  a  Letter  of  Credit  is
outstanding  and  prior  to the Tranche B Termination  Date,  the
Issuing  Bank  will,  upon the written request  of  the  Borrower
received by the Issuing Bank (with a copy sent by the Borrower to
the  Administrative Agent) at least three days (or  such  shorter
time  as  the Issuing Bank may agree in a particular instance  in
its  sole  discretion) prior to the proposed date  of  amendment,
amend  any Letter of Credit issued by it.  Each such request  for
amendment  of  a  Letter of Credit shall be  made  by  facsimile,
confirmed promptly in an original writing, made in the form of an
L/C  Amendment Application and shall specify in form  and  detail
satisfactory to the Issuing Bank:  (i) the Letter of Credit to be
amended;  (ii)  the proposed date of amendment of the  Letter  of
Credit  (which shall be a Business Day); (iii) the nature of  the
proposed  amendment; and (iv) such other matters as  the  Issuing
Bank  may require.  The Issuing Bank shall be under no obligation
to  amend  any Letter of Credit if:  (A) the Issuing  Bank  would
have no obligation at such time to issue such Letter of Credit in
its  amended form under the terms of this Agreement; or  (B)  the
beneficiary  of  any such Letter of Credit does  not  accept  the
proposed  amendment to the Letter of Credit.  The  Administrative
Agent  will promptly notify the Tranche B Lenders and the Issuing
Bank of the receipt by it of any L/C Amendment Application.

      (e)  The Issuing Bank and the Tranche B Lenders agree that,
while  a Letter of Credit is outstanding and prior to the Tranche
B  Termination Date, at the option of the Borrower and  upon  the
written  request  of the Borrower received by  the  Issuing  Bank
(with a copy sent by the Borrower to the Administrative Agent) at
least  three days (or such shorter time as the Issuing  Bank  may
agree  in a particular instance in its sole discretion) prior  to
the  proposed  date of notification of renewal, the Issuing  Bank
shall  be  entitled to authorize the renewal  of  any  Letter  of
Credit  issued by it.  Each such request for renewal of a  Letter
of  Credit shall be made by facsimile, confirmed promptly  in  an
original  writing,  in the form of an L/C Amendment  Application,
and  shall specify in form and detail satisfactory to the Issuing
Bank:   (i) the Letter of Credit to be renewed; (ii) the proposed
date  of  notification of renewal of the Letter of Credit  (which
shall  be a Business Day); (iii) the revised expiry date  of  the
Letter of Credit; and (iv) such other matters as the Issuing Bank
may require.  The Issuing Bank shall be under no obligation so to
renew  any Letter of Credit if:  (A) the Issuing Bank would  have
no  obligation  at  such time to issue or amend  such  Letter  of
Credit in its renewed form under the terms of this Agreement;  or
(B)  the beneficiary of such Letter of Credit does not accept the
proposed  renewal of such Letter of Credit.  If  any  outstanding
Letter  of  Credit  shall provide that it shall be  automatically
renewed  unless the beneficiary thereof receives notice from  the
Issuing Bank that such Letter of Credit shall not be renewed, and
if  at the time of renewal the Issuing Bank would be entitled  to
authorize  the  automatic renewal of such  Letter  of  Credit  in
accordance with this clause (f) upon the request of the  Borrower
but  the  Issuing Bank shall not have received any L/C  Amendment
Application  from the Borrower with respect to  such  renewal  or
other written direction by the Borrower with respect thereto, the
Issuing Bank shall nonetheless be permitted to allow such  Letter
of  Credit  to renew, and the Borrower and the Tranche B  Lenders
hereby authorize such renewal, and, accordingly, the Issuing Bank
shall  be  deemed  to have received an L/C Amendment  Application
from the Borrower requesting such renewal.

      (f)   The Issuing Bank may, at its election (or as required
by  the  Administrative Agent at the direction  of  the  Required
Tranche  B Lenders), deliver any notices of termination or  other
communications to any Letter of Credit beneficiary or transferee,
and  take  any other action as necessary or appropriate,  at  any
time and from time to time, in order to cause the expiry date  of
such  Letter of Credit to be a date not later than the Tranche  B
Termination Date.

      (g)   This  Agreement shall control in  the  event  of  any
conflict with any L/C Related Document (other than any Letter  of
Credit).

           SECTION 2.04.  Fees.  (a) Facility Fees.  The Borrower
agrees to pay a facility fee to the Administrative Agent (i)  for
the  account  of  each Tranche A Lender, from the Effective  Date
until the Tranche A Termination Date at a rate per annum equal to
the  Applicable Percentage in effect from time to time multiplied
by  the  Tranche A Revolving Credit Commitment of such Tranche  A
Lender  in effect from time to time, payable in arrears quarterly
on  the  fifteenth day of each January, April, July and  October,
commencing  January  15, 2000, and on the Tranche  A  Termination
Date and (ii) for the account of each Tranche B Lender, from  the
Effective Date until the Tranche B Termination Date at a rate per
annum  equal to the Applicable Percentage in effect from time  to
time  multiplied by the Tranche B Revolving Credit Commitment  of
such  Tranche  B Lender in effect from time to time,  payable  in
arrears  quarterly on the fifteenth day of each  January,  April,
July and October, commencing January 15, 2000, and on the Tranche
B Termination Date.

      (b)   Letter of Credit Fees, Etc.  (i)  The Borrower  shall
pay to the Administrative Agent for the account of each Tranche B
Lender  a fee, payable in arrears quarterly on the fifteenth  day
of  each January, April, July and October, commencing January 15,
2000,  and  on the Tranche B Termination Date, on such Tranche  B
Lender's  Pro Rata Share of the average daily aggregate Available
Amount  during  such  quarter at a rate per annum  equal  to  the
Applicable  Margin  for Eurodollar Rate Advances,  in  each  case
determined in respect of each Letter of Credit as of the date  of
issuance of such Letter of Credit.

           (ii)  Issuing Bank's Fees.  The Borrower shall pay  to
     the  Issuing  Bank,  for its own account, such  commissions,
     issuance  fees, fronting fees, transfer fees and other  fees
     and   charges   in   connection   with   the   issuance   or
     administration  of  each Letter of Credit  as  agreed  in  a
     letter  between  the  Issuing Bank and  the  Borrower  dated
     August  20, 1999 and accepted by the Borrower as  of  August
     24, 1999.

     (c)  Administrative Agent's Fees.  The Borrower shall pay to
the  Administrative Agent for its own account such fees as agreed
in  a  letter  between the Administrative Agent and the  Borrower
dated  August 20, 1999 and accepted by the Borrower as of  August
24, 1999.

            SECTION  2.05.   Termination  or  Reduction  of   the
Commitments; Extension of the Facilities.  (a) 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 Tranche A Revolving
Credit  Commitments of the Tranche A Lenders; provided that  each
partial  reduction  (i)  shall be  in  the  aggregate  amount  of
$5,000,000  or  an  integral multiple  of  $1,000,000  in  excess
thereof  and  (ii)  shall be made ratably  among  the  Tranche  A
Lenders  in  accordance  with their Tranche  A  Revolving  Credit
Commitments  with  respect  to the  Tranche  A  Revolving  Credit
Facility.   Any Tranche A Revolving Credit Commitments terminated
under this Section 2.05 may not be reinstated.

      (b)  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 Tranche B Revolving Credit Commitments of  the
Tranche B Lenders; provided that each partial reduction (i) shall
be  in the aggregate amount of $5,000,000 or an integral multiple
of  $1,000,000 in excess thereof and (ii) shall be  made  ratably
among  the  Tranche B Lenders in accordance with their Tranche  B
Revolving  Credit  Commitments with  respect  to  the  Tranche  B
Revolving  Credit  Facility.   Any  Tranche  B  Revolving  Credit
Commitments  terminated  under  this  Section  2.05  may  not  be
reinstated.

      (c)   At  any time not earlier than 90 days prior  to,  nor
later than 45 days prior to, the Tranche A Termination Date  then
in  effect, the Borrower may request that the Tranche  A  Lenders
extend the then scheduled Tranche A Termination Date to the  date
which is 364 days following such Tranche A Termination Date.   If
such request is made by the Borrower, each Tranche A Lender shall
inform the Administrative Agent of its willingness to extend  the
Tranche  A Termination Date no later than 21 days after the  date
of  such  request.  Any Tranche A Lender's failure to respond  by
such
date  shall  be  deemed that it does not agree to such  requested
extension.   If  all Tranche A Lenders consent to such  requested
extension,  the Tranche A Termination Date shall be  so  extended
for  such  364-day period.  If any Tranche A Lender (a "Declining
Tranche  A  Lender") does not agree to such requested  extension,
then,  at  the  election  of  the Borrower  as  notified  to  the
Administrative Agent no later than 15 days prior to such  Tranche
A  Termination Date, (i) the Tranche A Termination Date shall not
be so extended or (ii) the Tranche A Termination Date shall be so
extended  for  such 364-day period and either  (x)  the  Borrower
shall  substitute  for such Declining Tranche  A  Lender  another
financial institution in accordance with the terms and conditions
of  Section 2.17 and 8.07 (except that such financial institution
shall  only  be assigned the Tranche A Revolving Credit  Advances
and  Tranche  A  Revolving Credit Commitment  of  such  Declining
Tranche  A  Lender)  or  (y) such Declining  Tranche  A  Lender's
Tranche  A  Revolving Credit Commitment shall  terminate  on  the
Tranche  A Termination Date as scheduled prior to such extension,
and  on such Tranche A Termination Date the Borrower shall  repay
in  full  the  principal  amount of Tranche  A  Revolving  Credit
Advances owing to such Declining Tranche A Lender, together  with
accrued interest thereon to the date of payment of such principal
amount,  all fees payable to such Declining Tranche A Lender  and
all  other  amounts payable to such Declining  Tranche  A  Lender
hereunder (with the percentages of the Tranche A Revolving Credit
Commitments  of the other Tranche A Lenders adjusted  to  reflect
such termination and repayment).

      (d)   At  any time not earlier than 90 days prior  to,  nor
later than 45 days prior to, the Tranche B Termination Date  then
in  effect, the Borrower may request that the Tranche  B  Lenders
extend the then scheduled Tranche B Termination Date to the  date
one  year from such Tranche B Termination Date.  If such  request
is  made by the Borrower, each Tranche B Lender shall inform  the
Administrative Agent of its willingness to extend the  Tranche  B
Termination  Date no later than 21 days after the  date  of  such
request.  Any Tranche B Lender's failure to respond by such  date
shall  be  deemed  that  it  does not  agree  to  such  requested
extension.   If  all Tranche B Lenders consent to such  requested
extension,  the Tranche B Termination Date shall be  so  extended
for  such one year period.  If any Tranche B Lender (a "Declining
Tranche  B  Lender") does not agree to such requested  extension,
then,  at  the  election  of  the Borrower  as  notified  to  the
Administrative Agent no later than 15 days prior to such  Tranche
B  Termination Date, (i) the Tranche B Termination Date shall not
be so extended or (ii) the Tranche B Termination Date shall be so
extended  for  such one year period and either (x)  the  Borrower
shall  substitute  for such Declining Tranche  B  Lender  another
financial institution in accordance with the terms and conditions
of  Section 2.17 and 8.07 (except that such financial institution
shall  only  be assigned the Tranche B Revolving Credit  Advances
and  Tranche  B  Revolving Credit Commitment  of  such  Declining
Tranche  B  Lender)  or  (y) such Declining  Tranche  B  Lender's
Tranche  B  Revolving Credit Commitment shall  terminate  on  the
Tranche  B Termination Date as scheduled prior to such extension,
and  on such Tranche B Termination Date the Borrower shall  repay
in  full  the  principal  amount of Tranche  B  Revolving  Credit
Advances owing to such Declining Tranche B Lender, together  with
accrued interest thereon to the date of payment of such principal
amount,  all fees payable to such Declining Tranche B Lender  and
all  other  amounts payable to such Declining  Tranche  B  Lender
hereunder (with the percentages of the Tranche B Revolving Credit
Commitments  of the other Tranche B Lenders adjusted  to  reflect
such termination and repayment).

           SECTION  2.06.   Repayment.  (a) Tranche  A  Revolving
Credit  Advances.  The Borrower shall repay to the Administrative
Agent  for  the ratable account of the Tranche A Lenders  on  the
Tranche A Termination Date the aggregate principal amount of  the
Tranche A Revolving Credit Advances then outstanding.

      (b)   Tranche  B Revolving Credit Advances.   The  Borrower
shall  repay to the Administrative Agent for the ratable  account
of  the  Tranche B Lenders on the Tranche B Termination Date  the
aggregate  principal  amount of the Tranche  B  Revolving  Credit
Advances then outstanding.

      (c)   Letter  of Credit Advances.  (i)  The Borrower  shall
repay  to the Administrative Agent for the account of the Issuing
Bank  and  each other Tranche B Lender that has made a Letter  of
Credit  Advance  on  the  earlier of demand  and  the  Tranche  B
Termination Date the outstanding principal amount of each  Letter
of Credit Advance made by each of them.

           (ii)  The  obligations  of  the  Borrower  under  this
     Agreement,  any  Letter of Credit Agreement  and  any  other
     agreement  or  instrument relating to any Letter  of  Credit
     shall  be unconditional and irrevocable, and shall  be  paid
     strictly  in  accordance with the terms of  this  Agreement,
     such Letter of Credit Agreement and such other agreement  or
     instrument  under  all  circumstances,  including,   without
     limitation, the following circumstances (it being understood
     that  any  such payment by the Borrower is without prejudice
     to,  and  does  not constitute a waiver of, any  rights  the
     Borrower  might  have or might acquire as a  result  of  the
     payment by the Issuing Bank of any demand for payment or the
     reimbursement by the Borrower thereof):

               (A)  any lack of validity or enforceability of any
          Loan  Document,  any  Letter of Credit  Agreement,  any
          Letter  of  Credit or any other agreement or instrument
          relating   thereto   (all  of  the   foregoing   being,
          collectively, the "L/C Related Documents");

                (B)   any change in the time, manner or place  of
          payment of, or in any other term of, all or any of  the
          obligations  of  the  Borrower in respect  of  any  L/C
          Related Document or any other amendment or waiver of or
          any  consent to departure from all or any  of  the  L/C
          Related Documents;

                (C)  the existence of any claim, set-off, defense
          or  other right that the Borrower may have at any  time
          against  any beneficiary or any transferee of a  Letter
          of Credit (or any Persons for whom any such beneficiary
          or any such transferee may be acting), the Issuing Bank
          or  any  other Person, whether in connection  with  the
          transactions contemplated by the L/C Related  Documents
          or any unrelated transaction;

               (D)  any statement or any other document presented
          under   a  Letter  of  Credit  proving  to  be  forged,
          fraudulent, invalid or insufficient in any  respect  or
          any statement therein being untrue or inaccurate in any
          respect;

               (E)  payment by the Issuing Bank under a Letter of
          Credit  against presentation of a draft or  certificate
          that  does not strictly comply with the terms  of  such
          Letter of Credit;

                (F)   any exchange, release or non-perfection  of
          any  collateral, or any release or amendment or  waiver
          of  or consent to departure from any guaranty, for  all
          or any of the obligations of the Borrower in respect of
          the L/C Related Documents; or

                 (G)    any   other  circumstance  or   happening
          whatsoever,  whether  or not  similar  to  any  of  the
          foregoing,  including,  without limitation,  any  other
          circumstance that might otherwise constitute a  defense
          available  to,  or a discharge of, the  Borrower  or  a
          guarantor.

          SECTION 2.07.  Interest.  (a)  Scheduled Interest.  The
Borrower  shall  pay interest on the unpaid principal  amount  of
each  Advance owing to each Lender from the date of such  Advance
until  such  principal  amount shall be  paid  in  full,  at  the
following rates per annum:

           (i)   Base Rate Advances.  During such periods as such
     Advance  is a Base Rate Advance, a rate per annum  equal  at
     all  times  to the sum of (x) the Base Rate in  effect  from
     time   to   time  plus  (y)  the  Applicable  Margin   (plus
     Utilization Fee, if applicable) in effect from time to time,
     payable  in arrears quarterly on the fifteenth day  of  each
     January, April, July and October during such periods.

           (ii) Eurodollar Rate Advances.  During such periods as
     such  Advance is a Eurodollar Rate Advance, a rate per annum
     equal  at  all  times during each Interest Period  for  such
     Advance  to  the  sum of (x) the Eurodollar  Rate  for  such
     Interest  Period  for such Advance plus (y)  the  Applicable
     Margin (plus Utilization Fee, if applicable) in effect  from
     time  to  time, 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 each day that occurs  during
     such  Interest Period every three months from the first  day
     of such Interest Period and on the date such Eurodollar Rate
     Advance shall be Converted or paid in full.

      (b)  Default Interest.  Upon the occurrence and during  the
continuance  of  an Event of Default under Section  6.01(a),  the
Borrower shall pay interest on (i) the unpaid principal amount of
each  Advance  owing to each Lender, payable in  arrears  on  the
dates  referred to in clause (a)(i) or (a)(ii) above, at  a  rate
per  annum equal at all times to 2% per annum above the rate  per
annum   required  to  be  paid  on  such  Advance   pursuant   to
clause  (a)(i)  or (a)(ii) above and (ii) to the  fullest  extent
permitted by law, the amount of any interest, fee or other amount
payable  hereunder that is not paid when due, from the date  such
amount  shall  be due until such amount shall be  paid  in  full,
payable in arrears on the date such amount shall be paid in  full
and  on demand, at a rate per annum equal at all times to 2%  per
annum  above the rate per annum required to be paid on Base  Rate
Advances pursuant to clause (a)(i) above.

           SECTION 2.08.  Interest Rate Determination.  (a)  Each
Reference  Lender  agrees to furnish to the Administrative  Agent
timely information for the purpose of determining each Eurodollar
Rate when necessary to determine the Eurodollar Rate.  If any one
or  more  of the Reference Lenders 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  Lenders.   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)(i) or  (ii),
and  the rate, if any, furnished by each Reference Lender for the
purpose   of   determining  the  interest  rate   under   Section
2.07(a)(ii).

      (b)  If, with respect to any Eurodollar Rate Advances,  the
Required  Lenders  notify  the  Administrative  Agent  that   the
Eurodollar  Rate for any Interest Period for such  Advances  will
not  adequately reflect the cost to each of such Required Lenders
of  making,  funding  or maintaining their respective  Eurodollar
Rate  Advances for such Interest Period, the Administrative Agent
shall forthwith so notify the Borrower and the Lenders, whereupon
(i)  each Eurodollar Rate Advance will automatically, on the last
day of the then existing Interest Period therefor, Convert into a
Base  Rate  Advance, and (ii) the obligation of  the  Lenders  to
make, or to Convert Advances into, Eurodollar Rate Advances shall
be  suspended  until the Administrative Agent  shall  notify  the
Borrower  and  the  Lenders that the circumstances  causing  such
suspension no longer exist.

      (c)   If the Borrower shall fail to select the duration  of
any   Interest  Period  for  any  Eurodollar  Rate  Advances   in
accordance  with  the provisions contained in the  definition  of
"Interest Period" in Section 1.01, the Administrative Agent  will
forthwith  so  notify  the  Borrower and  the  Lenders  and  such
Advances will automatically, on the last day of the then existing
Interest  Period  therefor,  be  continued  as  Eurodollar   Rate
Advances  for  an  Interest Period of the same  duration  as  the
Interest Period ending on such last day.

      (d)   On  the date on which the aggregate unpaid  principal
amount of Eurodollar Rate Advances comprising any Borrowing shall
be  reduced, by payment or prepayment or otherwise, to less  than
$2,000,000, such Advances shall automatically Convert  into  Base
Rate Advances.

      (e)  Upon the occurrence and during the continuance of  any
Event of Default under Section 6.01(a), (i) each Eurodollar  Rate
Advance  will automatically, on the last day of the then existing
Interest  Period therefor, Convert into a Base Rate  Advance  and
(ii)  the  obligation  of  the Lenders to  make,  or  to  Convert
Advances into, Eurodollar Rate Advances shall be suspended.

           SECTION  2.09.  Optional Conversion of Advances.   The
Borrower  may  on  any  Business Day, upon notice  given  to  the
Administrative  Agent not later than 10:00  A.M.  (San  Francisco
time) on the third Business Day prior to the date of the proposed
Conversion  and  subject to the provisions of Sections  2.08  and
2.12,  Convert  all  Advances of one  Type  comprising  the  same
Borrowing  into  Advances of the other Type;  provided,  however,
that  any  Conversion of Eurodollar Rate Advances into Base  Rate
Advances shall be made only on the last day of an Interest Period
for  such  Eurodollar Rate Advances, any Conversion of Base  Rate
Advances into Eurodollar Rate Advances shall be in an amount  not
less than the minimum amount specified in Section 2.02(b) and  no
Conversion  of  any  Advances  shall  result  in  more   separate
Borrowings  than  permitted  under Section  2.02(b).   Each  such
notice  of  a Conversion shall, within the restrictions specified
above, specify (i) the date of such Conversion, (ii) the Advances
to  be Converted, and (iii) if such Conversion is into Eurodollar
Rate  Advances, the duration of the initial Interest  Period  for
each   such  Advance.   Each  notice  of  Conversion   shall   be
irrevocable and binding on the Borrower.

          SECTION 2.10.  Optional Prepayments.  The Borrower may,
upon  at  least  three  Business Days'  notice  in  the  case  of
Eurodollar  Rate Advances and one Business Day's  notice  in  the
case  of  Base  Rate Advances, in each case to the Administrative
Agent  by  no later than 10:00 A.M. (San Francisco time)  stating
the   proposed  date  and  aggregate  principal  amount  of   the
prepayment,  and  if  such notice is given  the  Borrower  shall,
prepay   the   outstanding  principal  amount  of  the   Advances
comprising  part  of the same Borrowing in whole  or  ratably  in
part,  together  with  accrued  interest  to  the  date  of  such
prepayment  on  the principal amount prepaid; provided,  however,
that  in  the  event of any such prepayment of a Eurodollar  Rate
Advance, the Borrower shall be obligated to reimburse the Lenders
in  respect  thereof  pursuant to  Section  8.04(d).   Each  such
prepayment shall be applied ratably to the principal installments
thereof.

          SECTION 2.11.  Increased Costs and Reduction of Return.
(a)   If any Lender Party determines that, due to either (i)  the
introduction of or any change in the interpretation of any law or
regulation  (in  each  case after the date hereof)  or  (ii)  the
compliance by that Lender Party with any guideline or request (in
each  case after the date hereof) 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 such Lender Party  of
agreeing to make or making, funding or maintaining any Eurodollar
Rate  Advances, then the Borrower shall be liable for, and  shall
from time to time, upon demand (with a copy of such demand to  be
sent  to  the  Administrative Agent), pay to  the  Administrative
Agent for the account of such Lender Party, additional amounts as
are sufficient to compensate such Lender Party for such increased
costs.

       (b)    If  any  Lender  Party  determines  that  (i)   the
introduction of any Capital Adequacy Regulation, (ii) any  change
in  any  Capital  Adequacy Regulation, (iii) any  change  in  the
interpretation   or  administration  of  any   Capital   Adequacy
Regulation  by  any central bank or other Governmental  Authority
charged  with  the interpretation or administration  thereof,  or
(iv)  compliance by the Lender Party or any corporation or  other
entity  controlling  the Lender Party with any  Capital  Adequacy
Regulation (in each case after the date hereof), affects or would
affect  the  amount  of  capital  required  or  expected  to   be
maintained by the Lender Party or any corporation or other entity
controlling the Lender Party and (taking into consideration  such
Lender  Party's or such corporation's or other entity's  policies
with  respect to capital adequacy and such Lender Party's desired
return on capital) determines that the amount of such capital  is
increased as a consequence of its Commitments, loans, credits  or
obligations hereunder, then, upon demand of such Lender Party  to
the Borrower through the Administrative Agent, the Borrower shall
pay  to  the Lender Party, from time to time as specified by  the
Lender  Party,  additional amounts sufficient to  compensate  the
Lender Party for such increase.

           SECTION 2.12.  Illegality.  Notwithstanding any  other
provision of this Agreement, if any Lender Party shall 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  any central bank or other governmental authority asserts that
it  is  unlawful, for any Lender Party or its Eurodollar  Lending
Office  to  perform its obligations hereunder to make  Eurodollar
Rate  Advances  or to fund or maintain Eurodollar  Rate  Advances
hereunder,  (i)  each Eurodollar Rate Advance will automatically,
upon  such demand, Convert into a Base Rate Advance and (ii)  the
obligation of the Lender Parties to make, or to Convert  Advances
into,  Eurodollar  Rate  Advances shall be  suspended  until  the
Administrative  Agent shall notify the Borrower  and  the  Lender
Parties that the circumstances causing such suspension no  longer
exist.

           SECTION  2.13.  Payments and Computations.   (a)   The
Borrower  shall make each payment, without setoff,  counterclaim,
recoupment or other deduction, hereunder and under the Notes,  if
any,  not later than 11:00 A.M. (San Francisco time) on  the  day
when  due  in  U.S. dollars to the Administrative  Agent  at  the
Administrative   Agent's  Account  in  same   day   funds.    The
Administrative  Agent  will  promptly  thereafter  cause  to   be
distributed  like funds relating to the payment of  principal  or
interest or facility fees or letter of credit commissions ratably
(other than amounts payable pursuant to Section 2.05(c), 2.05(d),
2.11, 2.14, 2.17, 2.19 or 8.04(d)) 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
Party  to  such  Lender Party for the account of  its  Applicable
Lending Office, in each case to be applied in accordance with the
terms  of  this Agreement.  Upon its acceptance of an  Assignment
and Acceptance and recording of the information contained therein
in  the Register pursuant to Section 8.07(d), from and after  the
effective  date specified in such Assignment and Acceptance,  the
Administrative Agent shall make all payments hereunder and  under
the Notes, if any, in respect of the interest assigned thereby to
the  Lender  Party 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)   The Borrower hereby authorizes each Lender Party,  if
and  to the extent payment owed to such Lender Party is not  made
when due hereunder or under the Note, if any, held by such Lender
Party,  to  charge from time to time against any or  all  of  the
Borrower's accounts with such Lender Party any amount so due.

      (c)   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 Eurodollar Rate or the Federal Funds  Rate
and  of  Letter  of  Credit commissions and  of  fees,  including
facility  fees  under  Section 2.04(a),  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, fees or commissions are payable.  Each determination by
the  Administrative Agent of an interest rate, fee or  commission
hereunder  shall  be  conclusive and binding  for  all  purposes,
absent manifest error.

      (d)  Whenever any payment hereunder or under the Notes,  if
any,  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 facility fee,  as  the
case  may  be;  provided, however, that, 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.

      (e)   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 extent 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 2.14.  Taxes.  (a)  Any and all payments by the
Borrower  under this Agreement and any other Loan Document  shall
be  made  free and clear of, and without deduction or withholding
for,  any  Taxes.  In addition, the Borrower shall pay all  Other
Taxes.

      (b)  If the Borrower shall be required by law to deduct  or
withhold  any  Taxes, Other Taxes or Further  Taxes  from  or  in
respect of any sum payable hereunder to any Lender Party  or  the
Administrative Agent, then:

          (i)  the sum payable shall be increased as necessary so
     that,  after making all required deductions and withholdings
     (including   deductions  and  withholdings   applicable   to
     additional  sums  payable under this Section),  such  Lender
     Party  or  the  Administrative Agent, as the  case  may  be,
     receives  and  retains an amount equal to the sum  it  would
     have  received  and  retained  had  no  such  deductions  or
     withholdings been made;

           (ii)  the  Borrower  shall make  such  deductions  and
     withholdings; and

           (iii)      the  Borrower  shall pay  the  full  amount
     deducted  or  withheld to the relevant taxing  authority  or
     other authority in accordance with applicable law.

     (c)  The Borrower agrees to indemnify and hold harmless each
Lender Party and the Administrative Agent for the full amount  of
(i)  Taxes, (ii) Other Taxes, and (iii) Further Taxes imposed  on
or  paid by such Lender Party or the Administrative Agent (as the
case  may  be) and any liability (including penalties,  interest,
additions to tax and expenses) arising therefrom or with  respect
thereto, whether or not such Taxes, Other Taxes or Further  Taxes
were   correctly  or  legally  asserted.   Payment   under   this
indemnification shall be made within 30 days after the date  such
Lender  Party  or the Administrative Agent makes  written  demand
therefor.

      (d)   Within 30 days after the date of any payment  by  the
Borrower  of  Taxes, Other Taxes or Further Taxes,  the  Borrower
shall  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,  or  other  evidence  of
payment  satisfactory to such Administrative Agent.  In the  case
of  any payment hereunder by or on behalf of the Borrower through
an account or branch outside the United States or by or on behalf
of the Borrower by a payor that is not a United States person, if
the  Borrower  determines that no Taxes are  payable  in  respect
thereof,  the  Borrower shall furnish, or  cause  such  payor  to
furnish, to the Administrative Agent, at such address, an opinion
of  counsel  acceptable to the Administrative Agent stating  that
such  payment  is  exempt  from  Taxes.   For  purposes  of  this
subsection (d) and subsection (e), the terms "United States"  and
"United  States  person"  shall have the  meanings  specified  in
Section 7701 of the Internal Revenue Code.

      (e)   Each  Lender  Party 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 Initial Lender or the Issuing Bank, as the case may be,  and
on the date of the Assignment and Acceptance pursuant to which it
becomes  a  Lender Party in the case of each other Lender  Party,
and  from time to time thereafter as requested in writing by  the
Borrower and within 60 days of such written request (but only  so
long  as such Lender Party remains lawfully able to do so), shall
provide  each  of the Administrative Agent and the Borrower  with
two  original  Internal Revenue Service Forms 1001  or  4224,  as
appropriate,  or  any successor or other form prescribed  by  the
Internal Revenue Service (including, without limitation, a Form W-
8)  certifying that such Lender Party is exempt from or  entitled
to  a  reduced rate of United States withholding tax on  payments
pursuant  to  this Agreement or the Notes, if any.  If  the  form
provided  by  a Lender Party at the time such Lender Party  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 unless  and
until such Lender Party provides the appropriate forms certifying
that  a  lesser rate applies, whereupon withholding tax  at  such
lesser  rate  only shall be considered excluded  from  Taxes  for
periods governed by such form; provided, however, that, if at the
date  of the Assignment and Acceptance pursuant to which a Lender
Party  assignee  becomes a party to this  Agreement,  the  Lender
Party  assignor was entitled to payments under subsection (a)  in
respect of United States withholding tax with respect to interest
paid  at  such date, then, to such extent, the term  Taxes  shall
include (in addition to withholding taxes that may be imposed  in
the future or other amounts otherwise includable in Taxes) United
States  withholding tax, if any, applicable with respect  to  the
Lender Party assignee on such date.  Such Lender Party agrees  to
promptly notify each of the Administrative Agent and the Borrower
of  any  change  in  circumstances which would modify  or  render
invalid  any  claimed exemption or reduction, and  shall  provide
each  of  the Administrative Agent and the Borrower with  revised
versions  of  the  appropriate forms described  in  this  Section
2.14(e) that reflect such change in circumstance.  If any form or
document  referred  to  in  this  subsection  (e)  requires   the
disclosure  of information, other than information  necessary  to
compute  the  tax payable and information required  on  the  date
hereof  by Internal Revenue Service Form 1001 or 4224,  that  the
Lender  Party reasonably considers to be confidential, the Lender
Party shall give notice thereof to the Borrower and shall not  be
obligated  to  include in such form or document such confidential
information.

     (f)  For any period with respect to which a Lender Party has
failed  to provide the Borrower with accurate and complete copies
of  the appropriate form described in Section 2.14(e) (updated as
necessary  in accordance therewith) certifying that  such  Lender
Party  is  exempt from or entitled to a reduced  rate  of  United
States withholding tax on payments pursuant to this Agreement  or
the  Notes, if any (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), such Lender Party  shall
not be entitled to indemnification under Section 2.14(a), (b)  or
(c)  with respect to Taxes imposed by the United States by reason
of  such  failure; provided, however, that should a Lender  Party
become subject to Taxes because of its failure to deliver a  form
required  hereunder, the Borrower shall, at such  Lender  Party's
expense,  take  such steps as the Lender Party  shall  reasonably
request to assist the Lender Party to recover such Taxes.

     (g)  If any Lender Party claims exemption from, or reduction
of, withholding tax under a United States tax treaty by providing
IRS  Form 1001, or any successor or other form prescribed by  the
Internal  Revenue Service, and such Lender Party sells,  assigns,
grants a participation in, or otherwise transfers all or part  of
the obligations of the Borrower to such Lender Party, such Lender
Party  agrees to notify each of the Administrative Agent and  the
Borrower  of the percentage amount in which it is no  longer  the
beneficial  owner of obligations of the Borrower to  such  Lender
Party.    To   the   extent   of  such  percentage   amount   the
Administrative Agent will treat such Lender Party's IRS Form 1001
as  no  longer  valid  and, in the case of a participation,  such
Lender   Party  agrees  to  undertake  sole  responsibility   for
complying  with  the  withholding  tax  requirements  imposed  by
Sections 1441 and 1442 of the Internal Revenue Code.

      (h)   If  any  Lender Party claiming exemption from  United
States  withholding tax by filing IRS Form 4224, or any successor
or  other  form prescribed by the Internal Revenue Service,  with
the  Administrative Agent sells, assigns, grants a  participation
in,  or  otherwise offers all or part of the obligations  of  the
Borrower  to  such  Lender Party, such  Lender  Party  agrees  to
undertake  sole responsibility for complying with the withholding
tax  requirements  imposed  by Sections  1441  and  1442  of  the
Internal Revenue Code.

       (i)    If  the  Internal  Revenue  Service  or  any  other
governmental authority of the United States or other jurisdiction
asserts  a  claim that the Administrative Agent did not  properly
withhold  tax  from  amounts paid to or for the  account  of  any
Lender  Party (because the appropriate form was not delivered  or
was not properly executed, or because such Lender Party failed to
notify  the  Administrative Agent of a  change  in  circumstances
which  rendered the exemption from, or reduction of,  withholding
tax ineffective, or for any other reason) such Lender Party shall
indemnify  the  Administrative Agent fully for all amounts  paid,
directly  or indirectly, by the Administrative Agent  as  tax  or
otherwise,  including penalties and interest, and  including  any
taxes  imposed by any jurisdiction on the amounts payable to  the
Administrative Agent under this Section, together with  all  cost
and  expenses (including Attorney Costs).  The obligation of  the
Lender Parties under this subsection shall survive the payment of
all  obligations  and  the  resignation  or  replacement  of  the
Administrative Agent.

          SECTION 2.15.  Sharing of Payments, Etc.  If any Lender
Party  shall  obtain any payment (whether voluntary, involuntary,
through  the  exercise of any right of set-off, or otherwise)  on
account  of  the  Advances owing to it (other  than  pursuant  to
Section  2.05(c), 2.05(d), 2.11, 2.14, 2.17, 2.19 or 8.04(d))  in
excess  of  its  ratable  share of payments  on  account  of  the
Advances  obtained by all the Lender Parties, such  Lender  Party
shall  forthwith  purchase  from the other  Lender  Parties  such
participations  in  the  Advances  owing  to  them  as  shall  be
necessary  to  cause such purchasing Lender Party  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 Party, such purchase  from
each  Lender Party shall be rescinded and such Lender Party shall
repay  to the purchasing Lender Party the purchase price  to  the
extent  of  such recovery together with an amount equal  to  such
Lender  Party's  ratable share (according to  the  proportion  of
(i)  the  amount  of  such Lender Party's required  repayment  to
(ii)  the  total  amount so recovered from the purchasing  Lender
Party)  of  any interest or other amount paid or payable  by  the
purchasing  Lender  Party  in respect  of  the  total  amount  so
recovered.   The  Borrower  agrees  that  any  Lender  Party   so
purchasing a participation from another Lender Party pursuant  to
this  Section 2.15 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  Party  were the direct creditor of the  Borrower  in  the
amount of such participation.

           SECTION 2.16.  Use of Proceeds.  The proceeds  of  the
Advances  and  issuances of Letters of Credit shall be  available
(and  the  Borrower  agrees that it shall use such  proceeds)  to
repay  existing indebtedness, to provide working capital for  the
Borrower  and  its  Affiliates  and  for  the  general  corporate
purposes of the Borrower and its Affiliates.

           SECTION 2.17.  Substitution of Lenders.  In the  event
(a)  the  obligation of any Lender to make or maintain Eurodollar
Rate  Advances  has been suspended pursuant to  Section  2.08(b),
(b)  any  Lender  has demanded compensation under  Section  2.11,
2.12,  2.14  or 2.19, which compensation increases the  effective
lending  rate  of such Lender in excess of the effective  lending
rate  of  the  other  Lenders, or  (c)  any  Lender  shall  be  a
Defaulting  Lender, then and in any such event, the Borrower  may
substitute  for  such  Lender  (the  "Affected  Lender")  another
financial  institution, which financial institution shall  be  an
Eligible  Assignee, for such Lender to assume the  Commitment  of
such  Affected Lender and to purchase the Note, if any,  of  such
Affected Lender hereunder in accordance with Section 8.07.   Such
assumption  and  purchase  shall be  effected  by  execution  and
delivery  by such Affected Lender and such replacement Lender  of
an  Assignment and Acceptance, and shall otherwise be made in the
manner  described  in Section 8.07, provided  that  the  Affected
Lender's  obligation  to so assign and sell  its  Commitment  and
Note,  if any, shall be subject to the condition that all amounts
owing  to  such  Affected Lender (including, without  limitation,
principal, accrued and unpaid interest and fees, and all  amounts
owing  to  such Affected Lender under Sections 2.11, 2.12,  2.14,
2.19  and 8.04) shall have been paid in full; provided that  such
Affected  Lender's  rights under Sections 2.11,  2.14,  2.19  and
8.04, and its obligations under Section 7.07, shall survive  such
assignment for such Lender Party as to matters occurring prior to
such date.

           SECTION  2.18.   Evidence of Debt.  (a)   Each  Lender
Party  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
Party  from time to time, including the amounts of principal  and
interest  payable  and  paid to such Lender  from  time  to  time
hereunder.   The Borrower agrees that upon notice by  any  Lender
Party  to  the  Borrower  (with a copy  of  such  notice  to  the
Administrative  Agent) to the effect that a  promissory  note  or
other  evidence  of  indebtedness is required or  appropriate  in
order for such Lender Party to evidence (whether for purposes  of
pledge, enforcement or otherwise) the Advances owing to, or to be
made  by, such Lender Party, the Borrower shall promptly  execute
and   deliver  to  such  Lender  Party,  with  a  copy   to   the
Administrative  Agent, a promissory note  or  other  evidence  of
indebtedness,  in the form of Exhibit A hereto  or  in  form  and
substance reasonably satisfactory to the Borrower and such Lender
Party (each a "Note"), payable to the order of such Lender  in  a
principal  amount  equal  to such Lender's  Tranche  A  Revolving
Credit  Commitment or Tranche B Revolving Credit  Commitment,  as
requested by such Lender.

           (b)   The  Register  maintained by the  Administrative
Agent  pursuant  to  Section  8.07(d)  shall  include  a  control
account,  and  a  subsidiary account for each  Lender,  in  which
accounts  (taken  together) shall be recorded (i)  the  date  and
amount  of  each Borrowing made hereunder, the Type  of  Advances
comprising  such  Borrowing  and, if  appropriate,  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)   Entries made in good faith by the Administrative
Agent  in the Register pursuant to subsection (b) above,  and  by
each Lender in its account or accounts pursuant to subsection (a)
above,  shall be prima facie evidence of the amount of  principal
and  interest  due and payable or to become due and payable  from
the Borrower to, in the case of the Register, each Lender and, in
the  case  of such account or accounts, such Lender,  under  this
Agreement,  absent  manifest error; provided, however,  that  the
failure  of  the Administrative Agent or such Lender to  make  an
entry, or any finding that an entry is incorrect, in the Register
or  such account or accounts shall not limit or otherwise  affect
the obligations of the Borrower under this Agreement.

           SECTION 2.19.  Additional Interest on Eurodollar  Rate
Advances.  The Borrower shall pay to each Lender Party,  so  long
as  such Lender Party shall be required under regulations of  the
FRB  to  maintain reserves with respect to liabilities or  assets
consisting  of or including Eurocurrency Liabilities,  additional
interest  on the unpaid principal amount of each Eurodollar  Rate
Advance of such Lender Party, from the date of such Advance until
such  principal amount is paid in full, at an interest  rate  per
annum equal at all times to the remainder obtained by subtracting
(i)  the Eurodollar Rate for the Interest Period for such Advance
from (ii) the rate obtained by dividing such Eurodollar Rate by a
percentage  equal  to  100%  minus the  Eurodollar  Rate  Reserve
Percentage  of such Lender for such Interest Period,  payable  on
each  date  on  which interest is payable on such Advance.   Such
additional interest shall be determined by such Lender Party  and
notified to the Borrower through the Administrative Agent.

                           ARTICLE III

             CONDITIONS TO EFFECTIVENESS AND LENDING

           SECTION  3.01.  Conditions Precedent to Effectiveness.
Section 2.01 of this Agreement shall become effective on  and  as
of  the  first date (the "Effective Date") on which the following
conditions precedent have been satisfied:

           (a)  The Borrower shall have paid all accrued fees  of
     the  Administrative  Agent and the Lender  Parties  and  the
     accrued  fees  and expenses of counsel to the Administrative
     Agent.

           (b)   On  the Effective Date, the following statements
     shall  be  true  and  the Administrative  Agent  shall  have
     received  for the benefit of each Lender Party a certificate
     signed  by a duly authorized officer of the Borrower,  dated
     the Effective Date, stating that:

                      (i)   The  representations  and  warranties
          contained in Section 4.01 are correct on and as of  the
          Effective Date, and

                     (ii) No event has occurred and is continuing
          that constitutes a Default.

          (c)  The Administrative Agent shall have received on or
     before  the  Effective Date the following, each  dated  such
     day,   in   form   and   substance   satisfactory   to   the
     Administrative Agent and (except for the Notes, if  any)  in
     sufficient  copies for each of the Initial Lenders  and  the
     Issuing Bank:

                    (i)  The Affiliate Guaranty.

                     (ii) The Notes, if any, to the order of  the
          Initial    Lenders    that   have   requested    Notes,
          respectively.

                    (iii)     Certified copies of the resolutions
          of  the Board of Directors of each Loan Party approving
          each Loan Document to which such Loan Party is a party,
          and  of the certificate of incorporation and the bylaws
          of  each  Loan  Party  and of all documents  evidencing
          other   necessary  corporate  action  and  governmental
          approvals, if any, with respect to the Loan Documents.

                     (iv)  A certificate of the Secretary  or  an
          Assistant  Secretary of each Loan Party certifying  the
          names and true signatures of the officers of such  Loan
          Party  authorized to sign each Loan Document  to  which
          such  Loan Party is a party and the other documents  to
          be delivered by such Loan Party hereunder.

                     (v)  A favorable opinion of Brobeck, Phleger
          &   Harrison   LLP,  counsel  for  the  Loan   Parties,
          substantially in the form of Exhibit D-1 hereto  and  a
          favorable  opinion of General Counsel  to  the  Parent,
          substantially in the form of Exhibit D-2 hereto and, in
          each  case,  as  to such other matters as  any  Initial
          Lenders  or the Issuing Bank through the Administrative
          Agent may reasonably request.

          (d)  The Administrative Agent shall have received on or
     before  the  Effective Date a pay-off letter from  BABC,  as
     agent  under the BABC Agreement, together with duly executed
     UCC-3  termination  statements, mortgage releases  and  such
     other  instruments,  in  each case  in  form  and  substance
     satisfactory  to  the  Administrative  Agent,  as  shall  be
     necessary  to  terminate  and  satisfy  all  Liens   created
     pursuant to the BABC Agreement.

           SECTION  3.02.  Conditions Precedent to Each Borrowing
and  Issuance.  The obligation of each Lender Party  to  make  an
Advance  (other  than  a Letter of Credit  Advance  made  by  the
Issuing  Bank  or  a Lender pursuant to Section 2.03(b))  on  the
occasion of each Borrowing (including the initial Borrowing)  and
the  obligation of the Issuing Bank to issue a Letter  of  Credit
(including  the  initial issuance) or renew a  Letter  of  Credit
shall  be  subject to the conditions precedent that the Effective
Date  shall  have occurred and on the date of such  Borrowing  or
issuance  or renewal (a) the following statements shall  be  true
(and each of the giving of the applicable Notice of Borrowing  or
Request  for  Letter of Credit Issuance or notice of renewal  and
the  acceptance by the Borrower of the proceeds of such Borrowing
or  of  such  Letter of Credit or the renewal of such  Letter  of
Credit  shall  constitute a representation and  warranty  by  the
Borrower that both on the date of such notice and on the date  of
such Borrowing or issuance or renewal such statements are true):

           (i)   the representations and warranties contained  in
     Section 4.01 are correct on and as of such date, before  and
     after giving effect to such Borrowing or issuance or renewal
     and  to the application of the proceeds therefrom, as though
     made   on  and  as  of  such  date  (other  than  any   such
     representations or warranties that, by their terms, refer to
     a  specific  date  other than the date of the  Borrowing  or
     issuance or renewal, in which case as though made on and  as
     of such specific date); and

           (ii) no event has occurred and is continuing, or would
     result  from such Borrowing or issuance or renewal  or  from
     the  application of the proceeds therefrom, that constitutes
     a Default;

and  (b) the Administrative Agent shall have received such  other
approvals, opinions or documents as to material matters  (in  the
reasonable  determination  of the Administrative  Agent)  as  any
Lender  Party  through  the Administrative Agent  may  reasonably
request.

           SECTION 3.03.  Determinations Under Section 3.01.  For
purposes  of determining compliance with the conditions specified
in  Section  3.01,  each Lender Party shall  be  deemed  to  have
consented  to, approved or accepted or to be satisfied with  each
document  or other matter required thereunder to be consented  to
or  approved  by  or  acceptable or satisfactory  to  the  Lender
Parties unless an officer of the Administrative Agent responsible
for  the  transactions contemplated by this Agreement shall  have
received notice from such Lender Party prior to the date that the
Borrower,  by  notice to the Lender Parties,  designates  as  the
proposed  Effective Date, specifying its objection thereto.   The
Administrative Agent shall promptly notify the Lender Parties  of
the occurrence of the Effective Date.


                           ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES

           SECTION 4.01.  Representations and Warranties  of  the
Borrower.  The Borrower represents and warrants as follows:

           (a)   The  Borrower is a corporation  duly  organized,
     validly existing and in good standing under the laws of  the
     State of Delaware and has all requisite corporate power  and
     authority  (including, without limitation, all  governmental
     licenses,  permits and other approvals and all  intellectual
     property) to own or lease and operate its properties and  to
     carry on its business as now conducted and as proposed to be
     conducted.

           (b)   The execution, delivery and performance  by  the
     Borrower  of this Agreement and each other Loan Document  to
     which   it  is  a  party,  and  the  consummation   of   the
     transactions contemplated hereby, are within the  Borrower's
     corporate powers, have been duly authorized by all necessary
     corporate  action, and do not contravene (i) the  Borrower's
     charter   or   by-laws  or  (ii)  law  or  any   contractual
     restriction binding on or affecting the Borrower.

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

           (d)   This  Agreement has been, and  each  other  Loan
     Document  to  which  it is a party when delivered  hereunder
     will have been, duly executed and delivered by the Borrower.
     This Agreement is, and each other Loan Document to which  it
     is  a  party  when delivered hereunder will be,  the  legal,
     valid  and  binding  obligation of the Borrower  enforceable
     against  the  Borrower in accordance with  their  respective
     terms,  except  as  enforcement thereof may  be  limited  by
     bankruptcy,   insolvency  or  other   laws   affecting   the
     enforcement of creditors' rights generally.

           (e)  The Consolidated balance sheet of the Parent  and
     its  Subsidiaries as at December 31, 1998, and  the  related
     Consolidated  statements of income and  cash  flows  of  the
     Parent  and its Subsidiaries for the Fiscal Year then ended,
     accompanied   by   an  opinion  of  Arthur   Andersen   LLP,
     independent public accountants, duly certified by the  chief
     financial officer of the Parent, together with a certificate
     of  said  officer stating that such information is  accurate
     and  correct in all material respects, copies of which  have
     been  furnished  to  each Lender Party, fairly  present  the
     Consolidated  financial condition  of  the  Parent  and  its
     Subsidiaries as at such date and the Consolidated results of
     the  operations of the Parent and its Subsidiaries  for  the
     period  ended on such date, all in accordance with generally
     accepted accounting principles consistently applied.   Since
     June 30, 1999, there has been no Material Adverse Change.

           (f)   Except as disclosed on Schedule IV, there is  no
     pending   action,   suit,   investigation,   litigation   or
     proceeding   against or otherwise affecting the Borrower  or
     any  of  its  Subsidiaries  or,  to  the  knowledge  of  the
     Borrower, threatened action, suit, investigation, litigation
     or   proceeding  affecting  the  Borrower  of  any  of   its
     Subsidiaries,    including    without    limitation,     any
     Environmental Action, before any court, governmental  agency
     or arbitrator that (i) would be reasonably likely to have  a
     Material  Adverse  Effect or (ii)  purports  to  affect  the
     legality,  validity or enforceability of this  Agreement  or
     any   other  Loan  Document  or  the  consummation  of   the
     transactions contemplated hereby.

           (g)   The  Borrower is not engaged in the business  of
     extending  credit for the purpose of purchasing or  carrying
     Margin Stock, 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.

          (h)  No proceeds of any Advance will be used to acquire
     any  equity security of a class which is registered pursuant
     to  Section 12 of the Securities Exchange Act of 1934, other
     than securities issued by the Parent.

           (i)   Neither the Borrower nor any of its Subsidiaries
     is  an  "investment company," an "affiliated person"  of  an
     "investment   company,"  or  a  "promoter"   or   "principal
     underwriter" for an "investment company," as such terms  are
     defined  the  Investment Company Act of  1940,  as  amended.
     Neither  the  making of any Advances nor the application  of
     the proceeds therefrom or repayment thereof by the Borrower,
     nor   the  consummation  of  the  transactions  contemplated
     hereby, will violate any provision of such Act or any  rule,
     regulation   or  order  of  the  Securities   and   Exchange
     Commission thereunder.

           (j)   The  Borrower  has (i) initiated  a  review  and
     assessment  of  all  areas  within  its  and  each  of   its
     Subsidiaries'  business  and  operations  (including   those
     affected  by  suppliers, vendors and customers)  that  could
     reasonably  be  expected  to be  affected  in  any  material
     respect  by the "Year 2000 Problem" (that is, the risk  that
     computer  applications used by the Borrower or  any  of  its
     Subsidiaries  (or suppliers, vendors and customers)  may  be
     unable  to  recognize  and  perform properly  date-sensitive
     functions  involving certain dates prior  to  and  any  date
     after  December 31, 1999), (ii) developed a  plan  and  time
     line for addressing the Year 2000 Problem on a timely basis,
     and  (iii)  to date, implemented that plan substantially  in
     accordance with that timetable.  Based on the foregoing, the
     Borrower  reasonably believes that all computer applications
     (including  those of its suppliers, vendors  and  customers)
     that  are  material  to  its  or any  of  its  Subsidiaries'
     business and operations are reasonably expected on a  timely
     basis   to   be  able  to  perform  properly  date-sensitive
     functions  for  all dates before and after January  1,  2000
     (that  is,  be "Year 2000 Compliant"), except to the  extent
     that  any failures to do so singly or in the aggregate could
     not  reasonably  be  expected to  have  a  Material  Adverse
     Effect.


                            ARTICLE V

                            COVENANTS

           SECTION 5.01.  Affirmative Covenants.  So long as  any
Advance  shall  remain  unpaid, any Letter  of  Credit  shall  be
outstanding  or  any  Lender  Party  shall  have  any  Commitment
hereunder, each Loan Party will:

          (a)  Compliance with Laws, Etc.  Comply, and cause each
     of  its  Subsidiaries to comply, in all  material  respects,
     with  all  applicable laws, rules, regulations  and  orders,
     such  compliance  to  include,  without  limitation,  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.

           (b)   Maintenance of Insurance.  Maintain,  and  cause
     each   of  its  Subsidiaries  to  maintain,  insurance  with
     responsible    and   reputable   insurance   companies    or
     associations in such amounts and covering such risks  as  is
     usually  carried by companies engaged in similar  businesses
     and  owning similar properties in the same general areas  in
     which the Borrower or such Subsidiary operates.

           (c)   Corporate Existence and Good Standing.  Maintain
     its  corporate  existence  and its  qualification  and  good
     standing  in  all  jurisdictions in  which  the  failure  to
     maintain  such existence and qualification or good  standing
     could  reasonably  be expected to have  a  Material  Adverse
     Effect.

           (d)   Year  2000.  Promptly notify the  Administrative
     Agent in the event the Borrower discovers or determines that
     any  computer application (including those of its suppliers,
     vendors and customers) that is material to its or any of its
     Subsidiaries' business and operations will not be Year  2000
     Compliant,  except  to  the extent that  any  such  failures
     singly  or in the aggregate could not reasonably be expected
     to have a Material Adverse Effect.

           (e)  Records and Inspections.  Maintain books, records
     and accounts as may be required by GAAP.  At the request  of
     any  Lender and upon reasonable prior notice, the Parent and
     its   officers,   employees  and  public   accountants,   as
     applicable, will meet with representatives of such Lender to
     discuss   the  current  and  expected  financial   position,
     business  and  prospects of the Parent and its Subsidiaries,
     taken  as  a whole, and the Borrower's compliance  with  its
     obligations under the Loan Documents.  Upon reasonable prior
     notice, the Borrower shall permit the Administrative  Agent,
     at its expense, to examine and make abstracts from the books
     and records of the Borrower.

           (f)   Taxes and Other Obligations.  (i) File when  due
     all  tax  returns and other reports which it is required  to
     file; (ii) pay, or provide for the payment, when due, of all
     taxes,  fees,  assessments  and other  governmental  charges
     against it or upon its property, income and franchises, make
     all   required  withholding  and  other  tax  deposits,  and
     establish  adequate  reserves for the payment  of  all  such
     items,  and  provide  to the Administrative  Agent  and  the
     Lender  Parties, upon request, satisfactory evidence of  its
     timely compliance with the foregoing; and (iii) pay when due
     all   Debt  owed  by  it  and  all  claims  of  materialmen,
     mechanics, carriers, warehousemen, landlords and other  like
     Persons,  and all other indebtedness owed by it and  perform
     and  discharge  in  a  timely manner all  other  obligations
     undertaken by it; provided, however, so long as a Loan Party
     has  notified the Administrative Agent in writing,  it  need
     not  pay  any  Debt, tax, fee, assessment,  or  governmental
     charge,  that  (x)  it  is  contesting  in  good  faith   by
     appropriate  proceedings diligently  pursued,  and  (y)  for
     which  it  has  established proper reserves as  provided  by
     GAAP;  provided,  further,  that  no  Lien  (other  than   a
     Permitted Lien) results from such non-payment.

            (g)    Reporting   Requirements.   Furnish   to   the
     Administrative Agent (with copies for each Lender Party):

                     (i)   as soon as available and in any  event
          within 45 days after the end of each of the first three
          quarters  of  each Fiscal Year, a Consolidated  balance
          sheet of the Parent and its Subsidiaries as of the  end
          of  such quarter and Consolidated statements of  income
          and  cash flows of the Parent and its Subsidiaries  for
          the period commencing at the end of the previous Fiscal
          Year  and  ending  with the end of such  quarter,  duly
          certified (subject to year-end audit adjustments) by  a
          Responsible  Officer  of  the  Parent  as  having  been
          prepared   in   accordance  with   generally   accepted
          accounting  principles and a certificate of  the  chief
          financial officer of the Parent (in the form of Exhibit
          E  hereto)  as  to compliance with the  terms  of  this
          Agreement,  together with confirmation of  the  Pricing
          Index,  and  setting  forth in  reasonable  detail  the
          calculations  necessary to demonstrate compliance  with
          Section 5.03, provided that, in the event of any change
          in  GAAP  used  in  the preparation of  such  financial
          statements,   the  Borrower  shall  also  provide,   if
          necessary  for  the  determination of  compliance  with
          Section  5.03, a statement of reconciliation conforming
          such financial statements to GAAP;

                     (ii)  as soon as available and in any  event
          within  90  days after the end of each Fiscal  Year,  a
          copy of the audited annual report for such year for the
          Parent  and  its  Consolidated  Subsidiaries,   and   a
          Consolidated  balance  sheet  of  the  Parent  and  its
          Subsidiaries  as  of the end of such  Fiscal  Year  and
          Consolidated statements of income and cash flows of the
          Parent and its Subsidiaries for such Fiscal Year,  and,
          in  the  case of the audited annual report, accompanied
          by  an  unqualified opinion by Arthur Andersen  LLP  or
          other independent public accountants acceptable to  the
          Required  Lenders,  together with a  certificate  of  a
          Responsible  Officer  of the Parent  (in  the  form  of
          Exhibit  E hereto) as to compliance with the  terms  of
          this  Agreement,  together  with  confirmation  of  the
          Pricing  Index, and setting forth in reasonable  detail
          the  calculations  necessary to demonstrate  compliance
          with  Section 5.03 provided that, in the event  of  any
          change  in  GAAP  used  in  the  preparation  of   such
          financial statements, the Borrower shall also  provide,
          if  necessary for the determination of compliance  with
          Section  5.03, a statement of reconciliation conforming
          such financial statements to GAAP;

                    (iii)     not later than the end of the first
          month of each Fiscal Year, annual forecasts (to include
          forecasted  consolidated balance sheets, statements  of
          income  and expenses and statements of cash  flow)  for
          the  Parent, the Borrower and their Subsidiaries as  at
          the end of and for each quarter of such Fiscal Year;

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

                     (v)   promptly  after  the  filing  thereof,
          copies   of   all  material  reports  and  registration
          statements that the Parent or any Subsidiary files with
          the Securities and Exchange Commission;

                     (vi)  promptly after the sending  or  filing
          thereof,  copies of all reports which the Parent  sends
          to  any  of  its  securityholders, and  copies  of  all
          reports and registration statements which the Parent or
          any  Subsidiary files with the Securities and  Exchange
          Commission or any national securities exchange;

                     (vii)     promptly after the filing thereof,
          a  copy  of any notice of reportable event, within  the
          meaning of Section 4043 of ERISA, with respect  to  any
          Plan  unless the 30-day notice requirement with respect
          to such event has been waived by the PBGC;

                     (viii)     promptly after becoming aware  of
          any Material Adverse Change, a description thereof;

                     (ix)  promptly after receiving  notification
          thereof  from  the  Index  Reference,  copies  of   all
          notices, reports or other correspondence regarding  any
          change  to  the Pricing Index, including any change  in
          such  Pricing Index or the "outlook" in respect of such
          Pricing Index; and

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

           (h)   Rating and Surveillance Process.  Take, or cause
     to  be  taken,  all  actions  (including  paying  all  fees,
     providing  all  information,  and  taking  all  such   other
     actions)  as  may be necessary or advisable  to  ensure  the
     continuance of the rating and surveillance process conducted
     by the Index Reference with respect to the Parent.

          (i)  Further Assurances.  Execute and deliver, or cause
     to  be  executed and delivered, to the Administrative  Agent
     and/or the Lender Parties such documents and agreements, and
     shall  take  or  cause  to be taken  such  actions,  as  the
     Administrative Agent or any Lender Party may, from  time  to
     time,  reasonably  request  to  carry  out  the  terms   and
     conditions of this Agreement and the other Loan Documents.

           SECTION  5.02.  Negative Covenants.  So  long  as  any
Advance  shall  remain  unpaid, any Letter  of  Credit  shall  be
outstanding  or  any  Lender  Party  shall  have  any  Commitment
hereunder:

           (a)   Mergers, Consolidations or Sales.  None  of  the
     Loan  Parties  shall consummate any transaction  of  merger,
     reorganization, or consolidation, or transfer, sell, assign,
     lease,  or  otherwise dispose of all  or  any  part  of  its
     property, or wind up, liquidate or dissolve, or agree to  do
     any  of the foregoing, except for (i) any merger of any Loan
     Party  with  and  into  the Borrower; (ii)  sales  or  other
     dispositions of personal property in the ordinary course  of
     business;  (iii) sales of Real Estate for fair market  value
     in exchange for similar property complying with Section 1031
     of  the  Internal  Revenue  Code;  (iv)  sales  of  accounts
     receivable  and any related property by the  Borrower  in  a
     receivables   securitization  arrangement  to  a   financial
     institution  or a special purpose vehicle of  the  Borrower,
     provided,   however,  that  the  aggregate  net  unrecovered
     investment in such accounts receivable and proceeds  thereof
     held   by   the  purchasers  thereof  under  such   accounts
     receivables securitization arrangement shall not  exceed  at
     any  time  $75,000,000; and (v) sales or other transfers  of
     assets  by the Borrower in any Fiscal Year with an aggregate
     book  value  not  in  excess of five  percent  (5%)  of  the
     Consolidated  Total Assets of Parent as of the  end  of  the
     previous Fiscal Year.

           (b)   Acquisitions.  No Loan Party shall  acquire  any
     business  (whether in the form of an acquisition  of  stock,
     assets, debt, or other indebtedness or obligation or a loan,
     advance,  capital contribution, or subscription), or  permit
     any  of its Subsidiaries to do any of the foregoing, if  for
     any such transaction the sum of:  (i) cash paid by such Loan
     Party   or   such   Subsidiary  in  connection   with   such
     transaction, plus (ii) the amount of obligations  issued  or
     assumed  by such Loan Party or such Subsidiary in connection
     with  such  transaction, plus (iii) the aggregate amount  of
     cash  paid  by  all Loan Parties and their  Subsidiaries  in
     connection  with  all  other  such  acquisitions  that   are
     consummated  in  the same Fiscal Year as  such  issuance  or
     assumption,  as  the  case may be, plus (iv)  the  aggregate
     amount  of obligations issued or assumed by all Loan Parties
     and  their  Subsidiaries in connection with all  other  such
     acquisitions  that are consummated in such Fiscal  Year,  is
     greater  than  $50,000,000; provided that  any  business  so
     acquired shall be engaged in the transportation business and
     related businesses.

           (c)   Prepayment.   None  of the  Loan  Parties  shall
     voluntarily  prepay,  purchase or  redeem  any  Subordinated
     Debt.

          (d)  Transactions with Affiliates.  Except as set forth
     below,  none  of  the  Loan Parties shall,  sell,  transfer,
     distribute, or pay any money or property, including, but not
     limited  to,  any fees or expenses of any nature (including,
     but  not  limited  to, any fees or expenses  for  management
     services),  to any Affiliate (other than a Loan  Party),  or
     lend  or  advance money or property to any Affiliate  (other
     than a Loan Party), or invest in (by capital contribution or
     otherwise)   or  purchase  or  repurchase   any   stock   or
     indebtedness, or any property, of any Affiliate (other  than
     a  Loan  Party),  or become liable on any  Guaranty  of  the
     indebtedness,  dividends,  or  other  obligations   of   any
     Affiliate  (other  than a Loan Party).  Notwithstanding  the
     foregoing,  provided that no Event of Default  has  occurred
     and is continuing or would result from such action, (i) each
     Loan Party may engage in transactions with Affiliates in the
     ordinary course of business, in amounts and upon terms fully
     disclosed  to  the  Administrative  Agent  and  the   Lender
     Parties, and no less favorable to such Loan Party than would
     be obtained in a comparable arm's-length transaction with  a
     third  party who is not an Affiliate, (ii) each  Loan  Party
     may  engage in transactions with Affiliates in the  ordinary
     course  of business, consistent with the Borrower's  current
     cash management practices and (iii) the Borrower may provide
     fundings  to  Leland James Service Corporation  and  Redwood
     Systems  Logistics to enable them to make payments to  their
     employees and vendors in the ordinary course of business  in
     connection  with services provided to the Loan  Parties  and
     their Subsidiaries.

           (e)   Business  Conducted.  None of the  Loan  Parties
     shall engage directly or indirectly, in any line of business
     other   than   the  transportation  business   and   related
     businesses.

           (f)   Liens.   None of the Loan Parties shall  create,
     incur,  assume, or permit to exist any Lien on any  property
     now  owned  or  hereafter acquired by it,  except  Permitted
     Liens.

          (g)  New Subsidiaries.  Neither the Borrower nor any of
     its  Subsidiaries  shall, directly or indirectly,  organize,
     create, acquire or permit to exist any Subsidiary other than
     (a) those listed on Schedule VI hereto and (b) provided that
     no  Event of Default has occurred and is continuing or would
     result   from  such  action,  new  Subsidiaries   (including
     Subsidiaries established as vehicles for joint ventures)  to
     engage   in   the   transportation  business   and   related
     businesses;  and provided, further, that in  the  event  the
     Borrower  or  any  of  its Subsidiaries forms  any  domestic
     Subsidiary that is not established as a vehicle for a  joint
     venture,   the  Borrower  shall  cause  such  new   domestic
     Subsidiary, when it satisfies the financial tests  contained
     in  the  definition  of "Guarantor," to execute  a  Guaranty
     (substantially similar to the Affiliate Guaranty) containing
     representations, warranties and covenants acceptable to  the
     Administrative  Agent, in favor of the Administrative  Agent
     for  the benefit of the Lender Parties, in a manner  and  in
     form and substance satisfactory to the Administrative Agent.

           (h)   Fiscal Year.  The Borrower shall not change  its
     Fiscal Year.

           (i)   Restricted  Investments.  No  Loan  Party  shall
     directly  or  indirectly  declare  or  make,  or  incur  any
     liability to make, any Investment in any Person, except  (i)
     Investments in other Loan Parties; (ii) Investments that are
     otherwise  permitted under Sections 5.02(b),  (d)  and  (g);
     (iii)  loans  and  advances made in the ordinary  course  of
     business  to  a Subsidiary of such Loan Party  that  is  not
     itself  a  Loan  Party;  (iv) loans  and  advances  made  to
     customers,  vendors or employees of such Loan Party  in  the
     ordinary  course of business and (v) Investments in  one  or
     more  Designated  Entities; provided that (x)  no  Event  of
     Default has occurred and is continuing or would result  from
     such Investment in a Designated Entity and (y) the aggregate
     net  amount of Investments by all Loan Parties in Designated
     Entities  does  not,  and would not  as  a  result  of  such
     Investment,  exceed  10%  of the Consolidated  Tangible  Net
     Worth of the Parent at the date of determination.

           SECTION  5.03.  Financial Covenants.  So long  as  any
Advance  shall  remain  unpaid, any Letter  of  Credit  shall  be
outstanding  or  any  Lender  Party  shall  have  any  Commitment
hereunder, the Borrower will maintain or cause to be maintained:

           (a)  Leverage Ratio.  At all times a ratio of not more
     than  2.50 to 1.00, determined as of the end of each  fiscal
     quarter, of Consolidated Funded Indebtedness as of  the  end
     of  such fiscal quarter to Consolidated EBITDAR for the four
     fiscal quarters ending on such date.

           (b)   Tangible Net Worth.  At all times a Consolidated
     Tangible Net Worth of the Parent, determined as of  the  end
     of  each  fiscal quarter, of not less than the  sum  of  (i)
     $205,000,000,  plus  (ii)  50% of  Consolidated  Net  Income
     during the period commencing June 30, 1999 and ending at the
     end  of such fiscal quarter (without taking into account any
     losses)  plus  (iii) 100% of the Net Cash  Proceeds  of  all
     Equity  Interests  issued by the Parent  during  the  period
     commencing  June  30, 1999 and ending at  the  end  of  such
     fiscal quarter minus (iv) an amount, calculated on an after-
     tax   basis,  in  respect  of  charges  not  in  excess   of
     $15,000,000 related to the Tax Sharing Agreement.

           (c)   Fixed  Charge Coverage Ratio.  At  all  times  a
     ratio,  determined as of the end of each fiscal quarter  for
     the  immediately  preceding four  fiscal  quarters,  of  (a)
     Consolidated  EBITDAR  for  such  fiscal  quarters  to   (b)
     Consolidated  Interest and Rental Expense  for  such  fiscal
     quarters of not less than 2.00 to 1.00.


                           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:

           (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  other amount due hereunder, within three Business  Days
     after the same becomes due and payable; or

          (b)  Any representation or warranty made or deemed made
     by any Loan Party herein or by any Loan Party (or any of its
     officers) in connection with the Loan Documents shall  prove
     to have been incorrect in any material respect when made; or

           (c)  (i) The Borrower shall fail to perform or observe
     any    term,    covenant   or   agreement    contained    in
     Section 5.01(c), (d) or (g), 5.02 or 5.03, or (ii) any  Loan
     Party  shall  fail  to perform or observe  any  other  term,
     covenant or agreement contained in the Loan Documents on its
     part  to  be  performed or observed if  such  failure  shall
     remain  unremedied for 10 days after written notice  thereof
     shall   have   been  given  to  such  Loan  Party   by   the
     Administrative Agent or any Lender Party; or

           (d)  Any Loan Party shall fail to pay any principal of
     or premium or interest on any Debt which is outstanding in a
     principal  amount of at least $10,000,000 in  the  aggregate
     (but  excluding  Debt outstanding hereunder)  of  such  Loan
     Party,  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 any  other
     event  shall  occur  or  condition  shall  exist  under  any
     agreement or instrument relating to any such Debt and  shall
     continue  after  the  applicable  grace  period,   if   any,
     specified in such agreement or instrument, if the effect  of
     such  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, or required to  be
     prepaid  (other  than  by  a  regularly  scheduled  required
     prepayment), 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; or

           (e)   Any Loan Party 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 any Loan  Party
     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
     any 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 30 days, or any of  the  actions
     sought  in  such proceeding (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 any Loan Party 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 $10,000,000, over the amount provided by insurance
     in  respect  of  such judgment or order, shall  be  rendered
     against   any   Loan  Party  and  either   (i)   enforcement
     proceedings  shall have been commenced by any creditor  upon
     such  judgment or order and such proceedings shall not  have
     been   stayed  within  30  days  of  such  commencement   or
     (ii) there shall be any period of 30 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; or

           (g)   (i)   Any  ERISA Event shall have occurred  with
     respect to a Plan which has resulted or could reasonably  be
     expected to result in liability of the Borrower under  Title
     IV  of  ERISA to the Plan or the PBGC in an aggregate amount
     in  excess  of $25,000,000; or (ii)  any Loan Party  or  any
     ERISA  Affiliate  shall  fail to pay  when  due,  after  the
     expiration  of any applicable grace period, any  installment
     payment  with  respect  to  its withdrawal  liability  under
     Section  4201  of  ERISA under a Multiemployer  Plan  in  an
     aggregate amount in excess of $25,000,000; or

           (h)   Any Loan Party or any ERISA Affiliate shall have
     been notified by the sponsor of a Multiemployer Plan that it
     has incurred Withdrawal Liability to such Multiemployer Plan
     in  an  amount that, when aggregated with all other  amounts
     required to be paid to Multiemployer Plans by the Loan Party
     and the ERISA Affiliates as Withdrawal Liability (determined
     as of the date of such notification), exceeds $25,000,000 or
     requires payments exceeding $25,000,000 per annum; or

           (i)   Any Loan Party 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 of ERISA, and  as
     a result of such reorganization or termination the aggregate
     annual  contributions  of  the  Loan  Party  and  the  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  years  of  such  Multiemployer  Plans
     immediately   preceding  the  plan  year   in   which   such
     reorganization or termination occurs by an amount  exceeding
     $25,000,000; or

           (j)  any provision of any Loan Document after delivery
     thereof pursuant to Section 3.01 shall for any reason  cease
     to  be valid and binding on or enforceable against any  Loan
     Party, or any Loan Party shall so state in writing; or

          (k)  a Change of Control shall occur; or

          (l)  there occurs a Material Adverse Effect;

then,  and in any such event, the Administrative Agent (i)  shall
at the request, or may with the consent, of the Required Lenders,
by  notice to the Borrower, declare the obligation of each Lender
Party to make Advances (other than Letters of Credit Advances  by
the Issuing Bank or a Lender pursuant to Section 2.03(b)) and  of
the  Issuing  Bank to issue Letters of Credit to  be  terminated,
whereupon the same shall forthwith terminate, and (ii)  shall  at
the request, or may with the consent, of the Required Lenders, by
notice to the Borrower, declare the Advances, the Notes, if  any,
all  interest  thereon and all other amounts payable  under  this
Agreement  to  be  forthwith  due  and  payable,  whereupon   the
Advances,  the  Notes,  if any, 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 each Loan Party  and  by
notice to each party required under the terms of any agreement in
support  of which a Letter of Credit is issued, request that  all
obligations  under  such  agreement be declared  to  be  due  and
payable;  provided, however, that in the event of  an  actual  or
deemed  entry  of an order for relief with respect  to  any  Loan
Party  under  the Federal Bankruptcy Code, (A) the obligation  of
each  Lender Party to make Advances (other than Letters of Credit
Advances  by  the  Issuing Bank or a Lender pursuant  to  Section
2.03(b)) and of the Issuing Bank to issue Letters of Credit shall
automatically be terminated and (B) the Advances, the  Notes,  if
any,  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 each Loan Party.

           SECTION  6.02.  Actions in Respect of the  Letters  of
Credit upon Default.  If any Event of Default shall have occurred
and  be continuing, the Administrative Agent may, or shall at the
request  of  the  Required  Tranche B  Lenders,  irrespective  of
whether  they  are  taking  any  of  the  actions  described   in
Section 6.01 or otherwise, make demand upon the Borrower to,  and
forthwith  upon  such  demand  the  Borrower  will,  pay  to  the
Administrative  Agent  on  behalf of the  Issuing  Bank  and  the
Tranche B Lenders in same day funds at the Administrative Agent's
office  designated in such demand, for deposit in  the  L/C  Cash
Collateral  Account,  an amount equal to the aggregate  Available
Amount of all Letters of Credit then outstanding.  If at any time
the  Administrative Agent determines that any funds held  in  the
L/C Cash Collateral Account are subject to any right or claim  of
any  Person other than the Administrative Agent, the Issuing Bank
and  the Tranche B Lenders or that the total amount of such funds
is  less  than the aggregate Available Amount of all  Letters  of
Credit,  the  Borrower  will,  forthwith  upon  demand   by   the
Administrative  Agent,  pay  to  the  Administrative  Agent,   as
additional  funds  to  be deposited and  held  in  the  L/C  Cash
Collateral  Account, an amount equal to the excess  of  (a)  such
aggregate Available Amount over (b) the total amount of funds, if
any,  then  held  in  the L/C Cash Collateral  Account  that  the
Administrative Agent determines to be free and clear of any  such
right and claim.


                           ARTICLE VII

                    The Administrative Agent

      SECTION  7.01   Appointment and Authorization.   (a)   Each
Lender  Party  hereby  irrevocably  (subject  to  Section   7.09)
appoints, designates and authorizes the Administrative  Agent  to
take  such  action  on its behalf under the  provisions  of  this
Agreement  and  each  other Loan Document and  to  exercise  such
powers and perform such duties as are expressly delegated  to  it
by  the  terms  of  this  Agreement or any other  Loan  Document,
together with this Agreement and each other Loan Document and  to
exercise  such  powers and perform such duties as  are  expressly
delegated to it by the terms of this Agreement or any other  Loan
Document,  together with such powers as are reasonably incidental
thereto;  provided, however, that the Administrative Agent  shall
not  be  required to take any action that exposes it to  personal
liability  or  that is contrary to this Agreement  or  applicable
law.   Notwithstanding  any provision to the  contrary  contained
elsewhere  in  this Agreement or in any other Loan Document,  the
Administrative   Agent   shall   not   have   any    duties    or
responsibilities,  except those expressly set forth  herein,  nor
shall  the  Administrative Agent have or be deemed  to  have  any
fiduciary  relationship with any Lender  Party,  and  no  implied
covenants,  functions. responsibilities, duties,  obligations  or
liabilities shall be read into this Agreement or any  other  Loan
Document  or  otherwise  exist against the Administrative  Agent.
Without  limiting the generality of the foregoing  sentence,  the
use  of the term "agent" in this Agreement with reference to  the
Administrative Agent is not intended to connote any fiduciary  or
other  implied  (or  express) obligations  arising  under  agency
doctrine  of  any applicable law.  Instead, such,  term  is  used
merely as a matter of market custom, and is intended to create or
reflect  only an administrative relationship  between independent
contracting parties.

      (b)  The Issuing Bank shall act on behalf of the Tranche  B
Lenders  with respect to any Letters of Credit issued by  it  and
the documents associated therewith until such time and except for
so  long as the Administrative Agent may agree at the request  of
the  Required Tranche B Lenders to act for the Issuing Bank  with
respect  thereto; provided, however, that the Issuing Bank  shall
have  all  of  the  benefits and immunities (i) provided  to  the
Administrative Agent in this Article VII with respect to any acts
taken  or  omissions suffered by the Issuing Bank  in  connection
with  Letters of Credit issued by it or proposed to be issued  by
it  and  the  application and agreements for  letters  of  credit
pertaining  to  the Letters of Credit as fully  as  if  the  term
"Administrative Agent," as used in this Article VII, included the
Issuing  Bank with respect to such acts or omissions and (ii)  as
additionally  provided  in this Agreement  with  respect  to  the
Issuing Bank.

             SECTION   7.02     Delegation   of   Duties.     The
Administrative  Agent may execute any of its  duties  under  this
Agreement  or  any  other Loan Document  by  or  through  agents,
employees or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties.

           SECTION 7.03   Liability of the Administrative  Agent.
None  of  the Agent-Related Persons shall (i) be liable  for  any
action taken or to be taken by any of them under or in connection
with   this  Agreement  or  any  other  Loan  Document   or   the
transactions  contemplated  hereby  (except  for  its  own  gross
negligence or willful misconduct), or (ii) be responsible in  any
manner  to  any of the Lender Parties for any recital, statement,
representation or warranty made by the Borrower or any Subsidiary
or  Affiliate of the Borrower, or any officer thereof,  contained
in  this  Agreement  or in any other Loan  Document,  or  in  any
certificate, report, statement or other document referred  to  or
provided for in, or received by the Administrative Agent under or
in connection with, this Agreement or any other Loan Document, or
the  validity,  effectiveness,  genuineness,  enforceability   or
sufficiency of this Agreement or any other Loan Document, or  for
any  failure  of  the Borrower or any other  party  to  any  Loan
Document to perform its obligations hereunder or thereunder.   No
Agent-Related Person shall be under any obligation to any  Lender
Party  to  ascertain  or  to inquire  as  to  the  observance  or
performance of any of the agreements contained in, or  conditions
of,  this Agreement or any other Loan Document, or to inspect the
properties,  books  or  records or the Borrower  or  any  of  the
Borrower's Subsidiaries or Affiliates.

          SECTION 7.04   Reliance by the Administrative Agent and
the  Issuing Bank.  (a)  Each of the Administrative Agent and the
Issuing  Bank  shall  be entitled to rely,  and  shall  be  fully
protected  in  relying,  upon  any writing,  resolution,  notice,
consent,  certificate,  affidavit, letter, instrument,  telegram,
facsimile,  telex, telecopier or telephone message, statement  or
other  document or writing or conversation believed by it  to  be
genuine and correct and to have been signed, sent or made by  the
proper Person or Persons, and upon advice and statements of legal
counsel   (including   counsel  to  the  Borrower),   independent
accountants  and  other  experts selected by  the  Administrative
Agent  or  the  Issuing Bank, as the case may be.   Each  of  the
Administrative  Agent  and  the  Issuing  Bank  shall  be   fully
justified  in failing or refusing to take any action  under  this
Agreement  or  any  other Loan Document  unless  it  shall  first
receive such advice or concurrence of the Required Lenders or the
Required  Tranche  B Lenders, as the case may  be,  as  it  deems
appropriate and, if it so requests, it shall first be indemnified
to  its  satisfaction by the Lender Parties against any  and  all
liability  and expense which may be incurred by it by  reason  of
taking  or  continuing  to take any such  action.   Each  of  the
Administrative Agent and the Issuing Bank shall in all  cases  be
fully  protected in acting, or in refraining from  acting,  under
this  Agreement or any other Loan Document in accordance  with  a
request  or  consent  of  the Required Lenders  or  the  Required
Tranche  B Lenders, as the case may be, and such request and  any
action  taken or failure to act pursuant thereto shall be binding
upon all of the Lender Parties.

      (b)  Without limiting the generality of the foregoing, each
of  the  Administrative Agent and the Issuing Bank (i) may  treat
the  payee  of any Note, if any, as the holder thereof until  the
Administrative  Agent  receives and  accepts  an  Assignment  and
Acceptance entered into by the Lender Party that is the payee  of
such  Note,  if  any, as assignor, and an Eligible  Assignee,  as
assignee; (ii) makes no warranty or representation to any  Lender
Party  and shall not be responsible to any Lender Party  for  any
statements,  warranties or representations  (whether  written  or
oral)  made  in  or in connection with any Loan  Document;  (iii)
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 this Agreement on the part of the Borrower  or  to
inspect  the  property (including the books and records)  of  the
Borrower;  and (iv) shall not be responsible to any Lender  Party
for   the  due  execution,  legality,  validity,  enforceability,
genuineness,  sufficiency or value of any Loan  Document  or  any
other instrument or document furnished pursuant hereto.

           SECTION  7.05   Notice of Default.  The Administrative
Agent  shall  not be deemed to have knowledge or  notice  of  the
occurrence of any Default, except with respect to defaults in the
payment  of principal, interest and fees required to be  paid  to
the  Administrative Agent for the account of the Lenders,  unless
the  Administrative Agent shall have received written notice from
a  Lender  Party  or  the Borrower referring to  this  Agreement,
describing such Default and stating that such notice is a "notice
of default."  The Administrative Agent will notify the Lenders of
its  receipt of any such notice.  The Administrative Agent  shall
take such action with respect to such Default as may be requested
by  the Required Lenders in accordance with Article VI; provided,
however,  that  unless  and  until the Administrative  Agent  has
received  any  such request, the Administrative  Agent  may  (but
shall  not  be  obligated to) take such action, or  refrain  from
taking such action, with respect to such Default as it shall deem
advisable or in the best interest of the Lender Parties.

           SECTION  7.06    Lender Party Credit  Decision.   Each
Lender  Party acknowledges that none of the Agent-Related Persons
has made any representation or warranty to it, and that no act by
the  Administrative Agent hereinafter taken, including any review
of  the  affairs of the Borrower and its Subsidiaries,  shall  be
deemed  to  constitute  any representation  or  warranty  by  any
Agent-Related  Person  to any Lender Party.   Each  Lender  Party
represents to the Administrative Agent that it has, independently
and  without reliance upon any Agent-Related Person 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 appraisal of and investigation into the  business,
prospects,  operations, property, financial and  other  condition
and  creditworthiness of the Borrower and its  Subsidiaries,  and
all  applicable bank regulatory laws relating to the transactions
contemplated hereby, and made its own decision to enter into this
Agreement  and to extend credit to the Borrower hereunder.   Each
Lender  Party  also  represents that it will,  independently  and
without reliance upon any Agent-Related Person and based on  such
documents  and  information as it shall deem appropriate  at  the
time,  continue  to make its own credit analysis, appraisals  and
decisions in taking or not taking action under this Agreement and
the  other Loan Documents, and to make such investigations as  it
deems  necessary to inform itself as to the business,  prospects,
operations,   property,  financial  and   other   condition   and
creditworthiness  of the Borrower.  Except for  notices,  reports
and other documents expressly herein required to be furnished  to
the   Lender   Parties   by   the   Administrative   Agent,   the
Administrative  Agent  shall have no duty  or  responsibility  to
provide  any  Lender Party with any credit or  other  information
concerning   the   business,  prospects,  operations,   property,
financial and other condition or creditworthiness of the Borrower
which  may  come into the possession of any of the  Agent-Related
Persons.

           SECTION  7.07    Indemnification of the Administrative
Agent.   (a) Whether or not the transactions contemplated  hereby
are  consummated, each Lender Party shall indemnify  upon  demand
the Agent-Related Persons (to the extent not reimbursed by or  on
behalf of the Borrower and without limiting the obligation of the
Borrower  to  do  so),  pro rata, from and against  any  and  all
Indemnified Liabilities; provided, however, that no Lender  Party
shall  be  liable for the payment to any Agent-Related Person  of
any portion of such Indemnified Liabilities resulting solely from
such Person's gross negligence or willful misconduct as found  in
a   final,  non-appealable  judgment  by  a  court  of  competent
jurisdiction.  Without limitation of the foregoing,  each  Lender
Party  shall reimburse the Administrative Agent upon  demand  for
its   ratable  share  of  any  costs  or  out-of-pocket  expenses
(including  Attorney Costs) incurred by the Administrative  Agent
in   connection   with  the  preparation,  execution,   delivery,
administration,  modification, amendment or enforcement  (whether
through  negotiations, legal proceedings  or  otherwise)  of,  or
legal advice in respect of rights or responsibilities under, this
Agreement,  any other Loan Document, or any document contemplated
by  or  referred to herein, to the extent that the Administrative
Agent is not reimbursed for such expenses by or on behalf of  the
Borrower.

     (b)  Each Tranche B Lender severally agrees to indemnify the
Issuing  Bank  (to  the extent not reimbursed by  the  Borrower),
ratably  according  to the respective principal  amounts  of  the
Notes  in respect of the Tranche B Revolving Credit Facility,  if
any,  then held by each of them (or if no such Notes are  at  the
time  outstanding or if any such Notes are held by  Persons  that
are  not  Tranche B Lenders, ratably according to the  respective
amounts  of  their Tranche B Revolving Credit 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  that  may  be
imposed on, incurred by, or asserted against the Issuing Bank  in
any  way  relating  to or arising out of this  Agreement  or  any
action  taken or omitted by the Issuing Bank under this Agreement
(collectively,  the "Issuing Bank Indemnified  Costs"),  provided
that  no Tranche B Lender shall be liable for any portion of  the
Issuing Bank Indemnified Costs resulting from the Issuing  Bank's
gross negligence or willful misconduct as found in a final,  non-
appealable   judgment  by  a  court  of  competent  jurisdiction.
Without limitation of the foregoing, each Tranche B Lender agrees
to  reimburse  the  Issuing Bank promptly  upon  demand  for  its
ratable  share  of any out-of-pocket expenses (including  counsel
fees)  incurred  by  the  Issuing Bank  in  connection  with  the
preparation,  execution, delivery, administration,  modification,
amendment  or  enforcement (whether through  negotiations,  legal
proceedings  or  otherwise) of, or legal  advice  in  respect  of
rights  or responsibilities under, this Agreement, to the  extent
that the Issuing Bank is not reimbursed for such expenses by  the
Borrower.

      (c)   In  the  case  of  any investigation,  litigation  or
proceeding  giving rise to the Administrative Agent's Indemnified
Liabilities  or  the  Issuing  Bank's  Indemnified  Costs,   this
Section  7.07 applies whether any such investigation,  litigation
or  proceeding is brought by the Administrative Agent, any Lender
Party or a third party.  Without prejudice to the survival of any
other  agreement  of any Lender Party hereunder,  the  agreement,
obligations  and  undertaking of each Lender Party  contained  in
this Section 7.07 shall survive the payment in full of principal,
interest  and all other amounts payable hereunder and  under  the
other  Loan Documents and the resignation or replacement  of  the
Administrative Agent.

           SECTION  7.08    Administrative  Agent  in  Individual
Capacity.   ABN AMRO and its Affiliates may make loans to,  issue
letters  of  credit  for  the account of, accept  deposits  from,
acquire  equity interests in and generally engage in any kind  of
banking,   trust,  financial  advisory,  underwriting  or   other
business with the Borrower and its Affiliates as though ABN  AMRO
were  not  the Administrative Agent or the Issuing Bank hereunder
and  without  notice  to or consent of the  other  Lenders.   The
Lender Parties acknowledge that, pursuant to such activities, ABN
AMRO  or  its  Affiliates may receive information  regarding  the
Borrower  and its Affiliates (including information that  may  be
subject  to confidentiality obligations in favor of the  Borrower
or such Affiliates) and acknowledge that the Administrative Agent
shall not be under any obligation to provide such information  to
them.   With respect to its Commitment, the Advances made  by  it
and  the Note, if any, issued to it, ABN AMRO shall have the same
rights and powers under this Agreement as any other Lender  Party
and   may   exercise  the  same  as  though  it  were   not   the
Administrative Agent or the Issuing Bank.

           SECTION  7.09   Successor Administrative  Agent.   The
Administrative  Agent  may, and at the request  of  the  Required
Lenders  shall, resign as the Administrative Agent upon 30  days'
notice to the Lenders.  If the Administrative Agent resigns under
this Agreement, the Required Lenders shall appoint from among the
Lenders  a successor Administrative Agent for the Lender  Parties
which  successor  Administrative Agent shall be approved  by  the
Borrower.   If  no  successor Administrative Agent  is  appointed
prior   to  the  effective  date  of  the  resignation   of   the
Administrative Agent, the Administrative Agent may appoint, after
consulting  with  the  Lenders  and  the  Borrower,  a  successor
Administrative  Agent from among the Lender  Parties.   Upon  the
acceptance  of its appointment as successor Administrative  Agent
hereunder,  such successor Administrative Agent shall succeed  to
all  the rights, powers, discretion, privileges and duties of the
retiring Administrative Agent and the term "Administrative Agent"
shall  mean such successor Administrative Agent and the  retiring
Administrative  Agent's appointment, powers  and  duties  as  the
Administrative  Agent shall be terminated.   After  any  retiring
Administrative  Agent's resignation hereunder  as  Administrative
Agent, the provisions of this Article VII and Section 8.04  shall
inure  to  its benefit as to any actions taken or omitted  to  be
taken  by  it  while it was the Administrative Agent  under  this
Agreement.   If  no successor Administrative Agent  has  accepted
appointment  as the successor Administrative Agent  by  the  date
which  is  30 days following the retiring Administrative  Agent's
notice   of  resignation,  the  retiring  Administrative  Agent's
resignation shall nevertheless thereupon become effective and the
Lender   Parties  shall  perform  all  of  the  duties   of   the
Administrative Agent hereunder until such time, if  any,  as  the
Required  Lenders  appoint a successor  Administrative  Agent  as
provided for above.  Notwithstanding the foregoing, however,  ABN
AMRO  may  not  be  removed as the Administrative  Agent  at  the
request  of  the  Required Lenders unless  ABN  AMRO  shall  also
simultaneously  be replaced as "Issuing Bank" hereunder  pursuant
to documentation in form and substance reasonably satisfactory to
ABN AMRO.


                          ARTICLE VIII

                          MISCELLANEOUS

          SECTION 8.01.  Amendments, Etc.  No amendment or waiver
of  any  provision of this Agreement or the Notes,  if  any,  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   Required  Lenders  and  the  Borrower   with   receipt
acknowledged by the Administrative Agent, 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:

     (a)   unless in writing and signed by all the Lender Parties
     and   the   Borrower  with  receipt  acknowledged   by   the
     Administrative  Agent, do any of the following:   (i)  waive
     any  of the conditions specified in Section 3.01, (ii) amend
     this  Section 8.01(a), (iii) release or limit the  liability
     of  any Guarantor under the Affiliate Guaranty other than in
     accordance with the terms of the Affiliate Guaranty or  (iv)
     change  the voting requirements for the Lenders  or  any  of
     them to take any action under this Section 8.01(a);

     (b)   unless  in  writing and signed by all  the  Tranche  A
     Lenders  and the Borrower with receipt acknowledged  by  the
     Administrative Agent, do any of the following:  (i) increase
     the Tranche A Revolving Credit Commitments of the Tranche  A
     Lenders  or  subject the Tranche A Lenders to any additional
     financial  obligations, (ii) change the aggregate  principal
     amount of the Tranche A Revolving Credit Facility, or reduce
     the principal of, or interest on, such Facility, or any fees
     or  other  amounts  payable hereunder  in  respect  thereof,
     (iii)  postpone any date fixed for any payment of  principal
     of, or interest on, the Tranche A Revolving Credit Facility,
     or  any  fees or other amounts payable hereunder in  respect
     thereof,  (iv)  change  the  percentage  of  the  Tranche  A
     Revolving Credit Commitments, (v) amend this Section 8.01(b)
     or  (vi)  change the voting requirements for the  Tranche  A
     Lenders or any of them to take any action under this Section
     8.01(b); or

     (c)   unless  in  writing and signed by all  the  Tranche  B
     Lenders  and the Borrower with receipt acknowledged  by  the
     Administrative Agent, do any of the following:  (i) increase
     the Tranche B Revolving Credit Commitments of the Tranche  B
     Lenders  or  subject the Tranche B Lenders to any additional
     financial  obligations, (ii) change the aggregate  principal
     amount of the Tranche B Revolving Credit Facility, or reduce
     the principal of, or interest on, such Facility, or any fees
     or  other  amounts  payable hereunder  in  respect  thereof,
     (iii)  postpone any date fixed for any payment of  principal
     of, or interest on, the Tranche B Revolving Credit Facility,
     or  any  fees or other amounts payable hereunder in  respect
     thereof,  (iv)  change  the  percentage  of  the  Tranche  B
     Revolving    Credit    Commitments,    (v)    amend     this
     Section 8.01(c), (vi) change the voting requirements for the
     Tranche  B  Lenders or any of them to take any action  under
     this Section 8.01(c) or (vii) change the aggregate Available
     Amount of outstanding Letters of Credit;

provided  further  that no amendment, waiver  or  consent  shall,
unless in writing and signed by the Issuing Bank, as the case may
be, in addition to the Lender Parties required above to take such
action, and the Borrower, affect the rights or obligations of the
Issuing  Bank under this Agreement; 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, and the Borrower, affect the rights or
duties  of the Administrative Agent under this Agreement  or  any
Note, if any.

           SECTION  8.02.  Notices, Etc.  All notices  and  other
communications  provided  for  hereunder  shall  be  in   writing
(including  telecopier communication) and mailed, telecopied,  or
delivered,  if  to the Borrower, at its address at  175  Linfield
Drive, Menlo Park, California  94025-3799, Attention:  Treasurer;
if  to  any  Initial Lender or the Issuing Bank, at its  Domestic
Lending  Office specified opposite its name on Schedule I hereto;
if  to  any  other Lender Party, at its Domestic  Lending  Office
specified in the Assignment and Acceptance pursuant to  which  it
became  a  Lender Party; if to the Administrative Agent,  at  its
address  at  101  California Street, Suite 4550,  San  Francisco,
California   94111, or, as to the Borrower or 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, when  delivered  by
overnight  courier or telecopied, be effective when delivered  to
the  overnight courier or telecopied, respectively,  except  that
notices  and communications to the Administrative Agent  pursuant
to  Article II, III or VII shall not be effective until  received
by  the  Administrative  Agent.  Delivery  by  telecopier  of  an
executed  counterpart of any amendment or waiver of any provision
of  this Agreement or the Notes, if any, or of any Exhibit hereto
to  be  executed  and delivered hereunder shall be  effective  as
delivery of a manually executed counterpart thereof.

           SECTION 8.03.  No Waiver; Remedies.  No failure on the
part of any Lender Party or the Administrative Agent to exercise,
and  no  delay  in exercising, any right hereunder or  under  any
Note,  if  any, 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.

           SECTION  8.04.  Costs and Expenses.  (a) The  Borrower
shall,  whether or not the transactions contemplated  hereby  are
consummated, pay or reimburse all reasonable fees and expenses of
counsel  for the Administrative Agent (including in its  capacity
as  the Administrative Agent and the Issuing Bank) promptly after
demand in connection with the development, preparation, delivery,
administration  and execution of, and any amendment,  supplement,
waiver  or  modification  to  (in  each  case,  whether  or   not
consummated), this Agreement, any Notes, if any, any  other  Loan
Document  and any other documents prepared in connection herewith
or   therewith,   and  the  consummation  of   the   transactions
contemplated  hereby  and thereby, including reasonable  Attorney
Costs  incurred  by ABN AMRO (including in its  capacity  as  the
Administrative Agent and the Issuing Bank) with respect  thereto;
and

      (b)  The Borrower shall pay or reimburse the Administrative
Agent  and  each  Lender Party within five  Business  Days  after
demand  for  all  costs and expenses (including  Attorney  Costs)
incurred  by  them in connection with the enforcement,  attempted
enforcement, or preservation of any rights or remedies under this
Agreement or any other Loan Document during the existence  of  an
Event of Default or after acceleration of the Loans (including in
connection  with  any  "workout" or restructuring  regarding  the
Loans,  and  including  in any insolvency proceeding,  bankruptcy
proceeding,     liquidation,    winding    up,    reorganization,
receivership,  arrangement,  adjustment,  protection,  relief  of
debtors  or  appellate proceeding (collectively,  an  "Insolvency
Proceeding")).

     (c)  Whether or not the transactions contemplated hereby are
consummated,  the Borrower shall indemnify, defend and  hold  the
Agent-Related  Persons,  each  Lender  Party  and  each  of   its
Affiliates  and  each  of their respective  officers,  directors,
employees, counsel, agents, advisors and attorneys-in-fact (each,
an  "Indemnified Party") harmless from and against  any  and  all
liabilities,  obligations,  losses, claims,  damages,  penalties,
actions,   judgments,   suits,  costs,  charges,   expenses   and
disbursements  (including Attorney Costs) of any kind  or  nature
whatsoever which may at any time (including at any time following
repayment  of  the Advances, the termination of  the  Letters  of
Credit  and  the termination, resignation or replacement  of  the
Administrative  Agent  or replacement of  any  Lender  Party)  be
imposed on, incurred by or asserted against any such Person as  a
result  of  a  claim by a third party in any way relating  to  or
arising  out of or in connection with or by reason of (including,
without   limitation,  in  connection  with  any   investigation,
litigation   or  proceeding  or  preparation  of  a  defense   in
connection  with) (i) this Agreement, any Loan  Document  or  any
document   contemplated  by  or  referred  to  herein,   or   the
transactions contemplated hereby or the actual or proposed use of
proceeds of the Advances or Letters of Credit, or (ii) the actual
or alleged presence of Hazardous Materials on any property of the
Borrower  or any of its Subsidiaries or any Environmental  Action
relating  in  any way to the Borrower or any of its Subsidiaries,
or  in the case of each of clauses (i) and (ii) above, any action
taken  or omitted by any such Person under or in connection  with
any   of   the   foregoing,  including  with   respect   to   any
investigation, litigation or proceeding (including any Insolvency
Proceeding or appellate proceeding) related to or arising out  of
this Agreement or the Advances or Letters of Credit or the use of
the  proceeds thereof, whether or not any Indemnified Party is  a
party   thereto  and  whether  or  not  any  such  investigation,
litigation or proceeding is brought by any creditor of  any  Loan
Party,  an  Indemnified  Party or  any  other  Person,  (all  the
foregoing in clauses (i) and (ii) above, collectively, being  the
"Indemnified  Liabilities"); provided, that  the  Borrower  shall
have  no  obligation  hereunder to  any  Indemnified  Party  with
respect  to  Indemnified Liabilities resulting  solely  from  the
gross  negligence or willful misconduct of such Indemnified Party
as  found  in  a  final, non-appealable judgment by  a  court  of
competent  jurisdiction.  The Borrower also agrees not to  assert
any claim against the Administrative Agent, any Lender Party, any
of  their  Affiliates,  or  any  of their  respective  directors,
officers,  employees,  attorneys and agents,  on  any  theory  of
liability,  for  special  indirect,  consequential  or   punitive
damages  arising out of or otherwise relating to  the  Notes,  if
any,  this Agreement, any of the transactions contemplated herein
or the actual or proposed use of the proceeds of the Advances.

      (d)  If any payment of principal of, or Conversion of,  any
Eurodollar  Rate Advance is made by the Borrower to  or  for  the
account  of  a  Lender Party other than on the last  day  of  the
Interest  Period for such Advance, as a result of  a  payment  or
Conversion  pursuant to Section 2.08(d) or  (e),  2.10  or  2.12,
acceleration  of the Advances or maturity of the Notes,  if  any,
pursuant  to  Section  6.01 or for any other  reason,  or  by  an
Eligible Assignee to a Lender Party other than on the last day of
the Interest Period for such Advance upon an assignment of rights
and obligations under this Agreement pursuant to Section 8.07  as
a result of a demand by the Borrower pursuant to Section 8.07(a),
the Borrower shall, upon demand by such Lender Party (with a copy
of   such  demand  to  the  Administrative  Agent),  pay  to  the
Administrative  Agent for the account of such  Lender  Party  any
amounts  required  to  compensate  such  Lender  Party  for   any
additional losses, costs or expenses that it may reasonably incur
as  a  result  of such payment or Conversion, including,  without
limitation,  any  loss  (including loss of anticipated  profits),
cost  or  expense  incurred  by  reason  of  the  liquidation  or
reemployment  of deposits or other funds acquired by  any  Lender
Party to fund or maintain such Advance.

      (e)   Without  prejudice  to  the  survival  of  any  other
agreement   of   the  Borrower  hereunder,  the  agreements   and
obligations  of  the Borrower contained in Sections  2.11,  2.14,
2.17,  2.19  and  8.04  shall survive  the  payment  in  full  of
principal,  interest and all other amounts payable hereunder  and
under the Notes, if any.

            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 and the Notes, if any, due and  payable
pursuant to the provisions of Section 6.01, each Lender Party and
each  of its Affiliates 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 (general or  special,  time  or
demand,  provisional  or  final)  at  any  time  held  and  other
indebtedness  at  any  time owing by such Lender  Party  or  such
Affiliate  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 and the  Note,  if  any,
held by such Lender Party, whether or not such Lender Party shall
have  made any demand under this Agreement or such Note, if  any,
and  although  such  obligations may be unmatured.   Each  Lender
Party  agrees  promptly  to notify the Borrower  after  any  such
set-off  and application, provided that the failure to give  such
notice  shall  not  affect  the  validity  of  such  set-off  and
application.  The rights of each Lender Party and its  Affiliates
under  this Section are in addition to other rights and  remedies
(including,  without limitation, other rights  of  set-off)  that
such Lender Party and its Affiliates may have.

           SECTION 8.06.  Binding Effect; Entire Agreement.  This
Agreement shall become effective (other than Section 2.01,  which
shall  only  become effective upon satisfaction of the conditions
precedent  set  forth in Section 3.01) when it  shall  have  been
executed  by the Borrower and the Administrative Agent  and  when
the Administrative Agent shall have been notified by each Initial
Lender  and  the  Issuing Bank that such Initial  Lender  or  the
Issuing  Bank, as the case may be, has executed it and thereafter
shall  be  binding upon and inure to the benefit of the Borrower,
the   Administrative  Agent  and  each  Lender  Party  and  their
respective successors and 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 the Lender  Parties.
This   Agreement,   together  with  the  other  Loan   Documents,
constitutes the entire agreement between the parties with respect
to   the  subject  matter  hereof  and  supersedes  all  previous
proposals, negotiations, representations, commitments  and  other
communications  between  or  among the  parties,  both  oral  and
written, with respect thereto.

           SECTION  8.07.   Assignments and Participations.   (a)
Each  Lender  may  and, if demanded by the Borrower  pursuant  to
Section 2.17, will assign to one or more Persons all or a portion
of  its  rights and obligations under this Agreement  (including,
without  limitation,  all or a portion  of  its  Commitment,  the
Advances owing to it and the Note or Notes, if any, held by  it);
provided, however, that (i) each such assignment shall  be  of  a
constant,  and  not  a  varying, percentage  of  all  rights  and
obligations under this Agreement, and each such assignment  shall
be  of  the same ratable amount of the Tranche A Revolving Credit
Advances,   Tranche  B  Revolving  Credit  Advances,  Tranche   A
Revolving  Credit  Commitment  and  Tranche  B  Revolving  Credit
Commitment  of  the  assigning  Lender  to  the  same   assignee,
(ii)  except  in  the case of an assignment  to  a  Person  that,
immediately  prior  to  such  assignment,  was  a  Lender  or  an
assignment of all of a Lender's rights and obligations under this
Agreement,  the amount of the Commitment of the assigning  Lender
being assigned pursuant to each such assignment (determined as of
the  date of the Assignment and Acceptance with respect  to  such
assignment)  shall  in no event be less than  $10,000,000  or  an
integral  multiple  of $1,000,000 in excess thereof,  (iii)  each
such  assignment shall be to an Eligible Assignee, and  (iv)  the
parties to each such assignment shall execute and deliver to  the
Borrower for its approval (unless an Event of Default shall  have
occurred and be continuing), such approval not to be unreasonably
withheld  or  delayed, and to the Administrative  Agent  for  its
acceptance  and  recording  in the Register,  an  Assignment  and
Acceptance,  together  with any Note, if  any,  subject  to  such
assignment and a processing and recordation fee of $3,000.

       (b)    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 Party
hereunder and (y) the Lender Party 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
Party's rights and obligations under this Agreement, such  Lender
Party shall cease to be a party hereto).

       (c)   By  executing  and  delivering  an  Assignment   and
Acceptance, the Lender Party 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 Party  makes  no
representation  or  warranty and assumes no  responsibility  with
respect to any statements, warranties or representations made  in
or  in  connection  with  any  Loan Document  or  the  execution,
legality,  validity, enforceability, genuineness, sufficiency  or
value  of  any Loan Document or any other instrument or  document
furnished pursuant hereto; (ii) such assigning Lender Party 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 Loan Document or any other  instrument  or
document  furnished pursuant hereto; (iii) such assignee 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  such  Assignment and Acceptance; (iv) such  assignee  will,
independently and without reliance upon the Administrative Agent,
such  assigning Lender Party or any other Lender Party 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  assignee
confirms  that  it  is an Eligible Assignee; (vi)  such  assignee
appoints  and  authorizes the Administrative Agent to  take  such
action  as  agent on its behalf and to exercise such  powers  and
discretion  under  this  Agreement  as  are  delegated   to   the
Administrative  Agent  by the terms hereof,  together  with  such
powers  and discretion as are reasonably incidental thereto;  and
(vii)  such  assignee agrees that it will perform  in  accordance
with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as a Lender  or  the
Issuing Bank, as the case may be.

      (d)  The Administrative Agent shall maintain at its address
referred  to  in  Section  8.02 a copy  of  each  Assignment  and
Acceptance delivered to and accepted by it and a register for the
recordation of the names and addresses of the Lender Parties  and
the Commitment of, and principal amount of the Advances owing to,
each  Lender  Party  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 Lender Parties may treat each Person
whose  name  is  recorded  in  the Register  as  a  Lender  Party
hereunder for all purposes of this Agreement.  The Register shall
be  available for inspection by the Borrower or any Lender  Party
at  any  reasonable  time and from time to time  upon  reasonable
prior notice.

      (e)   Upon  its  receipt  of an Assignment  and  Acceptance
executed   by   an  assigning  Lender  Party  and   an   assignee
representing that it is an Eligible Assignee, (and subject to the
Borrower's   approval,  such  approval  not  to  be  unreasonably
withheld)  together with any Note or Notes, if  any,  subject  to
such   assignment,  the  Administrative  Agent  shall,  if   such
Assignment  and  Acceptance  has  been  completed   and   is   in
substantially  the  form  of Exhibit F hereto,  (i)  accept  such
Assignment and Acceptance, (ii) record the information  contained
therein  in the Register and (iii) give prompt notice thereof  to
the  Borrower.  In the case of any assignment by a Lender, within
five  Business  Days  after  its  receipt  of  such  notice,  the
Borrower,  at its own expense, shall execute and deliver  to  the
Administrative  Agent  in exchange for the surrendered  Note,  if
any,  a  new Note, if any, to the order of such Eligible Assignee
in  an  amount equal to the Commitment assumed by it pursuant  to
such  Assignment and Acceptance and, if the assigning Lender  has
retained a Commitment hereunder, a new Note to the order  of  the
assigning Lender in an amount equal to the Commitment retained by
it  hereunder.  Such new Note or Notes, if any, shall  be  in  an
aggregate  principal  amount  equal to  the  aggregate  principal
amount of such surrendered Note or Notes, if any, shall be  dated
the  effective date of such Assignment and Acceptance  and  shall
otherwise be in substantially the form of Exhibit A hereto.

      (f)   Each Lender Party may sell participations to  one  or
more banks or other entities that qualify as an Eligible Assignee
(other  than the Borrower or any of its Affiliates) 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,  the Advances owing to it and the Note,  if  any,  or
Notes,  if  any, held by it); provided, however,  that  (i)  such
Lender  Party's  obligations  under  this  Agreement  (including,
without  limitation,  its Commitment to the  Borrower  hereunder)
shall  remain  unchanged,  (ii) such Lender  Party  shall  remain
solely   responsible  to  the  other  parties  hereto   for   the
performance  of such obligations, (iii) such Lender  Party  shall
remain  the holder of any such Note, if any, for all purposes  of
this  Agreement, (iv) the Borrower, the Administrative Agent  and
the  other  Lender  Parties shall continue  to  deal  solely  and
directly  with such Lender Party in connection with  such  Lender
Party's  rights  and  obligations under this  Agreement,  (v)  no
participant under any such participation shall have any right  to
approve  any  amendment  or  waiver  of  any  provision  of  this
Agreement or any Note, if any, or any consent to any departure by
the Borrower therefrom, except to the extent that such amendment,
waiver or consent would reduce the principal of, or interest  on,
the  Advances and the Notes, if any, or any fees or other amounts
payable  hereunder, in each case to the extent  subject  to  such
participation,  or  postpone any date fixed for  any  payment  of
principal of, or interest on, the Advances and the Notes, if any,
or  any fees or other amounts payable hereunder, in each case  to
the  extent  subject to such participation and (vi)  such  Lender
Party   shall  give  prompt  notice  to  the  Borrower  of   such
participations.

     (g)  Any Lender Party may, in connection with any assignment
or participation or proposed assignment or participation pursuant
to  this Section 8.07, disclose to the assignee or participant or
proposed assignee or participant, any information relating to the
Borrower  furnished to such Lender Party 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 Party.

      (h)   Notwithstanding any other provision set forth in this
Agreement,  any  Lender Party may at any time create  a  security
interest in all or any portion of its rights under this Agreement
(including, without limitation, the Advances owing to it and  the
Note, if any, held by it) in favor of any Federal Reserve Bank in
accordance  with  Regulation A of the Board of Governors  of  the
Federal Reserve System.

             SECTION   8.08.    Confidentiality.    Neither   the
Administrative  Agent  nor any Lender Party  shall  disclose  any
Confidential Information to any other Person without the  consent
of  the Borrower, other than (a) to the Administrative Agent's or
such  Lender  Party's  Affiliates and their officers,  directors,
employees,  agents,  auditors, attorneys  and  advisors  and,  as
contemplated  by  Section  8.07(f),  to  actual  or   prospective
assignees  and  participants, and then  only  on  a  confidential
basis, (b) as required by any law, rule or regulation or judicial
process and (c) as requested or required by any state, federal or
foreign  authority or examiner regulating banks or  banking.   In
the  event any Lender Party is contemplating assigning or selling
a participation in all or a portion of its rights and obligations
under  this Agreement to one or more Persons, prior to disclosing
any Confidential Information to such Person, such Person shall be
required  to  execute  a confidentiality agreement  in  form  and
substance satisfactory to the Borrower and such Person.

           SECTION 8.09.  No Liability of the Issuing Bank.   The
Borrower  assumes  all  risks of the acts  or  omissions  of  any
beneficiary or transferee of any Letter of Credit with respect to
its   use  of  such  Letter  of  Credit.   Without  limiting  the
generality  of  Section 2.06(c)(ii) hereof, neither  the  Issuing
Bank  nor  any  of its officers or directors shall be  liable  or
responsible for any act or circumstance set forth in clauses  (A)
through (G) of such Section; except that the Borrower shall  have
a  claim against the Issuing Bank, and the Issuing Bank shall  be
liable  to  the  Borrower, to the extent of any direct,  but  not
consequential, damages suffered by the Borrower that the Borrower
proves  were caused by (i) the Issuing Bank's willful  misconduct
or  gross  negligence in determining whether documents  presented
under any Letter of Credit comply with the terms of the Letter of
Credit  or (ii) the Issuing Bank's willful failure to make lawful
payment under a Letter of Credit after the presentation to it  of
a  draft  and certificates strictly complying with the terms  and
conditions  of the Letter of Credit.  In furtherance and  not  in
limitation  of  the  foregoing,  the  Issuing  Bank  may   accept
documents  that  appear on their face to  be  in  order,  without
responsibility  for  further  investigation,  regardless  of  any
notice or information to the contrary.

           SECTION 8.10.  Governing Law.  This Agreement and  the
Notes,  if any, shall be governed by, and construed in accordance
with, the laws of the State of California.

            SECTION  8.11.   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.
Delivery of an executed counterpart of a signature page  to  this
Agreement  by  telecopier shall be effective  as  delivery  of  a
manually executed counterpart of this Agreement.

           SECTION  8.12.  Jurisdiction, Etc.  (a)  Each  of  the
parties  hereto  hereby irrevocably and unconditionally  submits,
for itself and its property, to the nonexclusive jurisdictions of
any  California State court or federal court of the United States
of America sitting in San Francisco, and any appellate court from
any  thereof,  in  any action or proceeding  arising  out  of  or
relating  to  this  Agreement  or  the  Notes,  if  any,  or  for
recognition  or  enforcement of any judgment,  and  each  of  the
parties hereto hereby irrevocably and unconditionally agrees that
all  claims  in respect of any such action or proceeding  may  be
heard  and determined in any such California State court  or,  to
the  extent permitted by law, in such federal court.  Each of the
parties hereto 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 Agreement shall  affect  any
right  that any party may otherwise have to bring any  action  or
proceeding relating to this Agreement or the Notes in the  courts
of any jurisdiction.

       (b)    Each   of   the  parties  hereto  irrevocably   and
unconditionally waives, to the fullest extent it may legally  and
effectively  do  so, any objection that it may now  or  hereafter
have  to  the  laying of venue of any suit, action or  proceeding
arising out of or relating to this Agreement or the Notes in  any
California State or federal court sitting in San Francisco.  Each
of  the  parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum  to
the maintenance of such action or proceeding in any such court.

           SECTION  8.13.   WAIVER OF JURY TRIAL.   EACH  OF  THE
BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDER PARTIES  HEREBY
IRREVOCABLY  WAIVES  ALL RIGHT TO TRIAL BY JURY  IN  ANY  ACTION,
PROCEEDING  OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,  TORT  OR
OTHERWISE)  ARISING OUT OF OR RELATING TO THIS AGREEMENT  OR  THE
NOTES, IF ANY, OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR  ANY
LENDER  PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE  OR
ENFORCEMENT THEREOF.
          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.


                              THE BORROWER

                                    CONSOLIDATED      FREIGHTWAYS
CORPORATION
                              OF DELAWARE



                              By
                                   Name:
                                   Title:


                              THE ADMINISTRATIVE AGENT

                              ABN AMRO BANK N.V.



                              By
                                   Name:
                                   Title:


                              By
                                   Name:
                                   Title:


                              THE LENDER PARTIES

                              ABN AMRO BANK N.V.,
                               as  the Issuing Bank, a Tranche  A
Lender
                              and a Tranche B Lender



                              By
                                   Name:
                                   Title:


                              By
                                   Name:
                                   Title:

                              BANK ONE, NA (Main Office Chicago),
                              as a Tranche A Lender and a Tranche
B Lender



                              By
                                   Name:
                                   Title:

                              UNION BANK OF CALIFORNIA, N.A.,
                              as a Tranche A Lender and a Tranche
B Lender



                              By
                                   Name:
                                   Title:

                              CREDIT AGRICOLE INDOSUEZ,
                              as a Tranche A Lender and a Tranche
B Lender



                              By
                                   Name:
                                   Title:
                              FIRST UNION NATIONAL BANK,
                              as a Tranche A Lender and a Tranche
B Lender



                              By
                                   Name:
                                   Title:

                              U.S. BANK NATIONAL ASSOCIATION,
                              as a Tranche A Lender and a Tranche
B Lender



                              By
                                   Name:
                                   Title:

                              BANKBOSTON, N.A.,
                              as a Tranche A Lender and a Tranche
B Lender



                              By
                                   Name:
                                   Title:


                              KEYBANK NATIONAL ASSOCIATION,
                              as a Tranche A Lender and a Tranche
B Lender



                              By
                                   Name:
                                   Title:
                              PNC BANK, NATIONAL ASSOCIATION,
                              as a Tranche A Lender and a Tranche
B Lender



                              By
                                   Name:
                                   Title: