EXHIBIT 10.51






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                            TERM LOAN AGREEMENT



                                   AMONG



                      GULFSTREAM DELAWARE CORPORATION,


                              CERTAIN LENDERS,


                                    AND


                         THE CHASE MANHATTAN BANK,
                          AS ADMINISTRATIVE AGENT,



                         DATED AS OF APRIL 15, 1999





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<PAGE>
                             TABLE OF CONTENTS

                                                                       Page

SECTION 1.  DEFINITIONS...................................................1
    1.1  Defined Terms....................................................1
    1.2  Other Definitional Provisions...................................16

SECTION 2.  TERM LOANS...................................................17
    2.1  Term Loans......................................................17
    2.2  Repayment of Loans..............................................17
    2.3  Proceeds of Loans...............................................17

SECTION 3.  [RESERVED]...................................................18

SECTION 4.  GENERAL PROVISIONS APPLICABLE TO LOANS.......................18
    4.1  Procedure for Borrowing.........................................18
    4.2  Repayment of Loans; Evidence of Debt............................18
    4.3  Conversion Options..............................................19
    4.4  Changes of Commitment Amounts...................................20
    4.5  Optional Prepayments............................................20
    4.6  Mandatory Prepayments...........................................20
    4.7  Interest Rates and Payment Dates................................21
    4.8  Computation of Interest and Fees................................22
    4.9  Commitment Fee..................................................22
    4.10  Certain Fees...................................................22
    4.11  [RESERVED].....................................................22
    4.12  [RESERVED].....................................................23
    4.13  [RESERVED].....................................................23
    4.14  [RESERVED].....................................................23
    4.15  [RESERVED].....................................................23
    4.16  [RESERVED].....................................................23
    4.17  Inability to Determine Interest Rate...........................23
    4.18  Pro Rata Treatment and Payments................................23
    4.19  Illegality.....................................................26
    4.20  Requirements of Law............................................27
    4.21  Indemnity......................................................28

SECTION 5.  REPRESENTATIONS AND WARRANTIES...............................28
    5.1  Corporate Existence; Compliance with Law........................29
    5.2  Corporate Power; Authorization..................................29
    5.3  Enforceable Obligations.........................................29
    5.4  No Legal Bar....................................................29
    5.5  No Material Litigation..........................................30
    5.6  Financial Condition.............................................30
    5.7  Investment Company Act..........................................30
    5.8  Federal Regulation..............................................30
    5.9  No Default......................................................31
    5.10  No Burdensome Restrictions.....................................31
    5.11  Taxes..........................................................31
    5.12  Subsidiaries...................................................31
    5.13  Ownership of Property; Liens...................................31
    5.14  ERISA..........................................................32
    5.15  Year 2000......................................................32

SECTION 6.  CONDITIONS PRECEDENT.........................................32
    6.1  Conditions to Effectiveness of this Agreement and Loans.........32
    6.2  Conditions to All Loans.........................................35

SECTION 7.  AFFIRMATIVE COVENANTS........................................35
    7.1  Financial Statements............................................36
    7.2  Certificates; Other Information.................................37
    7.3  Payment of Obligations..........................................38
    7.4  Conduct of Business and Maintenance of Existence................38
    7.5  Maintenance of Property; Insurance..............................39
    7.6  Inspection of Property; Books and Records; Discussions..........39
    7.7  Notices.........................................................39
    7.8  Additional Subsidiary Guarantors; Stock Pledge..................40

SECTION 8.  NEGATIVE COVENANTS...........................................42
    8.1  Indebtedness....................................................42
    8.2  Limitation on Liens.............................................43
    8.3  Limitation on Contingent Obligations............................44
    8.4  Prohibition of Fundamental Changes..............................45
    8.5  Prohibition on Sale of Assets...................................45
    8.6  Limitation on Investments, Loans and Advances...................46
    8.7  Limitation on Capital Expenditures..............................48
    8.8  Maintenance of Interest Coverage................................48
    8.9  [RESERVED]......................................................48
    8.10  Maintenance of Leverage Ratio..................................48
    8.11  Limitation on Restricted Payments..............................48
    8.12  Transactions with Affiliates...................................49
    8.13  Foreign Exchange Contracts.....................................50
    8.14  Fiscal Year....................................................50

SECTION 9.  EVENTS OF DEFAULT............................................50

SECTION 10.  THE ADMINISTRATIVE AGENT....................................53
    10.1  Appointment....................................................53
    10.2  Delegation of Duties...........................................53
    10.3  Exculpatory Provisions.........................................53
    10.4  Reliance by the Administrative Agent...........................54
    10.5  Notice of Default..............................................54
    10.6  Non-Reliance on Administrative Agent and Other Lenders.........54
    10.7  Indemnification................................................55
    10.8  Administrative Agent in its Individual Capacities..............55
    10.9  Successor Administrative Agent.................................55
    10.10  Collateral Agent..............................................56

SECTION 11.  MISCELLANEOUS...............................................56
    11.1  Amendments and Waivers.........................................56
    11.2  Notices........................................................57
    11.3  No Waiver; Cumulative Remedies.................................58
    11.4  Survival of Representations and Warranties.....................58
    11.5  Payment of Expenses and Taxes..................................58
    11.6  Successors and Assigns; Participations; Purchasing Lenders.....59
    11.7  Adjustments; Set-off...........................................62
    11.8  Counterparts...................................................63
    11.9  Integration....................................................63
    11.10  GOVERNING LAW; NO THIRD PARTY RIGHTS..........................63
    11.11  SUBMISSION TO JURISDICTION; WAIVERS...........................63
    11.12  Acknowledgements..............................................64
<PAGE>
SCHEDULES:

Schedule 1.1A         Lists of Addresses for Notices; Lending Offices;
                      Commitment Amounts
Schedule 1.1B         Terms of Used Aircraft Inventory Financing
Schedule 5.5          Material Litigation
Schedule 5.6(c)       Dividends
Schedule 5.12A        Domestic Subsidiaries
Schedule 5.12B        Foreign Subsidiaries
Schedule 5.14         ERISA
Schedule 7.5(b)       Insurance
Schedule 8.1          Existing Indebtedness
Schedule 8.2          Existing Liens
Schedule 8.3          Existing Contingent Obligations
Schedule 8.13         Existing Foreign Exchange Contracts

EXHIBITS:

Exhibit A             Term Note
Exhibit B             Company Pledge Agreement
Exhibit C             Holdings Guarantee
Exhibit D             Holdings Pledge Agreement
Exhibit E             Subsidiary Guarantee
Exhibit F             Subsidiary Pledge Agreement
Exhibit G             Form of Exemption Certificate
Exhibit H-1           Opinion of Fried, Frank, Harris, Shriver & Jacobson
Exhibit H-2           Opinion of Ira P. Berman, Esq.
Exhibit I-1           Holdings Closing Certificate
Exhibit I-2           Company Closing Certificate
Exhibit I-3           Subsidiary Guarantor Closing Certificate
Exhibit J             Assignment and Acceptance
<PAGE>
          TERM LOAN AGREEMENT, dated as of April 15, 1999, among GULFSTREAM
DELAWARE CORPORATION, a Delaware corporation (the "Company"), the several
lenders from time to time parties hereto (the "Lenders") and THE CHASE
MANHATTAN BANK, a New York banking corporation ("Chase"), as administrative
agent for the Lenders (in such capacity, the "Administrative Agent").


                           W I T N E S S E T H:
                           - - - - - - - - - -


          WHEREAS, Holdings (as defined below) and the Company have
informed the Administrative Agent and the Lenders that Holdings intends to
proceed with a share repurchase program pursuant to which it would
repurchase its common stock (the "Stock Repurchase Program"); and

          WHEREAS, in connection with the Stock Repurchase Program,
Holdings and the Company have requested the Lenders to enter into this
Agreement to make loans to be used to finance the purchase of common stock
of Holdings pursuant to the Stock Repurchase Program, to pay fees and
expenses related to the Stock Repurchase Program and the other transactions
contemplated hereby and to provide financing for the working capital needs
and general corporate purposes of the Company and its Subsidiaries.

          NOW, THEREFORE, in consideration of the mutual covenants and
premises contained herein, the parties hereto hereby agree as follows:


     SECTION 1.  DEFINITIONS
                 -----------

          1.1. Defined Terms. As used in this Agreement, the terms defined
in the preamble hereto shall have the meanings set forth therein, and the
following terms have the following meanings:

          "ABR": for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime
Rate in effect on such day and (b) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall
mean the rate of interest per annum publicly announced from time to time by
Chase as its prime rate in effect at its principal office in New York City
(the Prime Rate not being intended to be the lowest rate of interest
charged by Chase in connection with extensions of credit to debtors); and
"Federal Funds Effective Rate" shall mean, for any day, the weighted
average of the rates on overnight federal funds transactions with members
of the Federal Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for the day of such
transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by it. If for any reason the
Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the
Federal Funds Effective Rate, for any reason, including the inability or
failure of the Administrative Agent to obtain sufficient quotations in
accordance with the terms hereof, the ABR shall be determined without
regard to clause (b), of the first sentence of this definition, as
appropriate, until the circumstances giving rise to such inability no
longer exist. Any change in the ABR due to a change in the Prime Rate or
the Federal Funds Effective Rate shall be effective as of the opening of
business on the effective day of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively.

          "ABR Lending Office": initially, the office of each Lender
designated as such in Schedule 1.1A; thereafter, such other office of such
Lender, if any, which shall be making or maintaining ABR Loans as
designated as such from time to time in a notice from such Lender to the
Administrative Agent.

          "ABR Loans": Loans whose interest rate is based on the ABR.

          "Accountants": as defined in subsection 7.1(a)

          "Adjustment Date": the first Business Day following receipt by
the Administrative Agent of both (i) the financial statements required to
be delivered pursuant to subsection 7.1(a) or 7.1(b), as the case may be,
for the most recently completed fiscal period and (ii) the certificate
required to be delivered pursuant to subsection 7.2(b) with respect to such
fiscal period.

          "Administrative Agent": as defined in the preamble hereto.

          "Affiliate": of any Person (a) any Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is controlled
by, or is under common control with such Person, (b) any Person who is a
director or officer (i) of such Person, (ii) of any Subsidiary of such
Person or (iii) of any Person described in clause (a) above or (c) if such
Person is an investment fund, any other Person which is managed by the same
investment advisor. For purposes of this definition, control of a Person
shall mean the power, direct or indirect, either to (i) vote 10% or more of
the securities having ordinary voting power for the election of directors
of such Person, or (ii) direct or cause the direction of the management and
policies of such Person whether by contract or otherwise.

          "Agreement": this Term Loan Agreement, as amended, supplemented
or modified from time to time.

          "Applicable Margin": (a) with respect to ABR Loans, 0.25%, and
(b) with respect to Eurodollar Loans, 1.25%, provided that (i) from the
Closing Date and until the Reset Date (as defined below), the Applicable
Margin will not be less than 0.25% for ABR Loans and 1.25% for Eurodollar
Loans, (ii) from and after the date (the "Reset Date") which is the first
Business Day following the date which is six months after the Closing Date,
the Applicable Margin for all Loans will be adjusted, if required, to the
Applicable Margin set forth on Annex A hereto opposite the Leverage Ratio
Level of the Company in effect on the Adjustment Date which most recently
preceded the Reset Date, (iii) from and after the Reset Date, the
Applicable Margin for all Loans will be adjusted, if required on each
Adjustment Date, to the Applicable Margin set forth on Annex A hereto
opposite the Leverage Ratio Level of the Company in effect on such
Adjustment Date and (iv) in the event that the financial statements
required to be delivered pursuant to subsection 7.1(a) or 7.1(b), as
applicable, and the related certificate required pursuant to subsection
7.2(b), are not delivered when due, then, during the period from the date
upon which such financial statements were required to be delivered until
one Business Day following the date upon which they actually are delivered,
Leverage Ratio Level I shall be deemed to be in effect for the purposes of
determining Applicable Margins during such period.

          "Asset Sale": any sale, sale-leaseback, assignment, conveyance,
transfer or other disposition by the Company or any Subsidiary thereof of
any of its property or assets, including the stock of any Subsidiary of the
Company and any primary issuance of capital stock of any Subsidiary of the
Company other than to the Company or any Subsidiary of the Company (except
sales, sale-leasebacks, assignments, conveyances, transfers and other
dispositions permitted by clauses (a), (b), (c), and (d) of subsection
8.5).

          "Assignee": as defined in subsection 11.6(c).

          "Assignment and Acceptance": an Assignment and Acceptance
substantially in the form of Exhibit J hereto.

          "Available Commitment": as to any Lender at any time, an amount
equal to the excess, if any, of (a) the amount of such Lender's Commitment
over (b) the aggregate principal amount of all Loans made by such Lender.

          "Base Amount": as defined in subsection 8.7.

          "Benefitted Lender": as defined in subsection 11.7 hereof.

          "Board": the Board of Governors of the Federal Reserve System of
the United States or any successor.

          "Borrowing Date": any Business Day, or, in the case of Eurodollar
Loans, any Working Day, specified in a notice pursuant to subsection 4.1 as
a date on which the Company requests the Lenders to make Loans hereunder.

          "Business Day": a day other than a Saturday, Sunday or other day
on which commercial banks in New York City are authorized or required by
law to close.

          "Capital Expenditures": for any period, all amounts (other than
those arising from the acquisition or lease of businesses and assets which
are permitted by subsection 8.6(g)) which are set forth on Holdings' and
its Subsidiaries' consolidated statement of cash flows for such period as
"Additions to property and equipment", in accordance with GAAP, consistent
with Holdings' financial statements for the year ended December 31, 1998
(it being understood that tooling expenditures shall, in any event,
constitute capital expenditures). 

          "Cash Equivalents": (i) securities issued or directly and fully
guaranteed or insured by the United States Government or any agency or
instrumentality thereof having maturities of not more than six months from
the date of acquisition, (ii) certificates of deposit and eurodollar time
deposits with maturities of six months or less from the date of
acquisition, bankers' acceptances with maturities not exceeding six months
and overnight bank deposits, in each case, with any Lender or with any
domestic commercial bank having capital and surplus in excess of
$250,000,000, (iii) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clauses (i)
and (ii) entered into with any financial institution meeting the
qualifications specified in clause (ii) above, and (iv) commercial paper
issued by any Lender, the parent corporation of any Lender or any
Subsidiary of such Lender's parent corporation, and commercial paper rated
A-1 or the equivalent thereof by Standard & Poor's Rating Group or P-1 or
the equivalent thereof by Moody's Investors Service, Inc. and in each case
maturing within six months after the date of acquisition thereof.

          "Change in Law": with respect to any Lender, the adoption of any
law, rule, regulation, policy, guideline or directive (whether or not
having the force of law) or any change therein or in the interpretation or
application thereof by any Governmental Authority, including, without
limitation, the issuance of any final rule, regulation or guideline by any
regulatory agency having jurisdiction over such Lender or, in the case of
subsection 4.20(b), any corporation controlling such Lender.

          "Chase": as defined in the preamble hereto.

          "Closing Date": the date on which each of the conditions
precedent to the effectiveness of this Agreement contained in Section 6.1
has been either satisfied or waived in accordance with the terms and
provisions of Section 6.1.

          "Code": the Internal Revenue Code of 1986, as amended from time
to time.

          "Collateral Agent": Chase in its capacity as collateral agent
under the Pledge Agreements and any security agreements executed and
delivered pursuant to subsection 7.8.

          "Commitment": as to any Lender, its obligations to make Loans to
the Company pursuant to subsection 2.1 in an aggregate amount not to exceed
the amount set forth opposite such Lender's name in Schedule 1.1A under the
heading "Term Loan"; collectively, as to all the Lenders, the
"Commitments".

          "Commitment Percentage": as to any Lender, at any time, the
percentage which such Lender's Commitment then constitutes of the aggregate
Commitments (or, at any time after the Commitments shall have expired or
terminated, the percentage which the aggregate principal amount of such
Lender's Loans then outstanding constitutes of the aggregate principal
amount of all Loans then outstanding).

          "Commitment Period": the period from and including the date
hereof to but not including the Termination Date or such earlier date on
which the Commitments shall terminate as provided herein.

          "Commonly Controlled Entity": an entity, whether or not
incorporated, which is under common control with the Company within the
meaning of Section 4001 of ERISA or is part of a group which includes the
Company and which is treated as a single employer under Section 414 of the
Code.

          "Company": as defined in the preamble hereto.

          "Company Pledge Agreement": the Pledge Agreement, substantially
in the form of Exhibit B hereto, made by the Company in favor of the
Collateral Agent, for the ratable benefit of the Lenders, as the same may
be amended, supplemented or otherwise modified from time to time (it being
understood and agreed that, subject to Section 7.8(c) hereof, the Company
Pledge Agreement shall not require the Company to pledge (x) any of the
stock of any Foreign Subsidiary of the Company or Holdings which is owned
by a Foreign Subsidiary of the Company or Holdings or (y) more than 65% of
the stock of (i) any other Foreign Subsidiary of the Company or Holdings or
(ii) any other Subsidiary of the Company or Holdings if more than 65% of
the assets of such Subsidiary are securities of foreign Persons (such
determination to be made on the basis of fair market value)).

          "Consolidated EBITDA": for any period, Consolidated Net Income
((i) including earnings and losses from discontinued operations, (ii)
excluding extraordinary gains, and gains and losses arising from the
proposed or actual disposition of material assets, and (iii) excluding the
non-cash portion of other non-recurring losses) of Holdings and its
Subsidiaries for such period, plus to the extent reflected as a charge in
the statement of consolidated net income for such period, the sum of (a)
interest expense (net of interest income), amortization (including
accelerated amortization) and write offs of debt discount and debt issuance
costs, including such write-offs in connection with the prepayment of debt,
and commissions, discounts and other fees and charges associated with the
1996 Letters of Credit, (b) taxes measured by income, (c) depreciation and
amortization expenses including acceleration thereof and including the
amortization of the increase in inventory resulting from the application of
APB 16 for transactions contemplated by this Agreement including
acquisitions permitted under 8.6(g), (d) non-cash compensation expenses
arising from, or as a consequence of, the sale of stock, the granting of
stock options, the granting of stock appreciation rights and similar
arrangements and (e) the excess of the expense in respect of
post-retirement benefits and post-employment benefits accrued under
Statement of Financial Accounting Standards No. 106 ("FASB 106") and
Statement of Financial Accounting Standards No. 112 ("FASB 112") over the
cash expense in respect of such post-retirement benefits and post-
employment benefits; provided, that Consolidated EBITDA during any period
shall be increased by research and development expense incurred during such
period in respect of the Gulfstream V program (if the amount of such
expense for such period is greater than $0), but only to the extent of
customer deposits received, net of cancellations, during such period.
Notwithstanding the foregoing, in calculating Consolidated EBITDA for
purposes of subsection 8.10 (but not for purposes of calculating the
Applicable Margin), Consolidated EBITDA shall be calculated to give pro
forma effect to each acquisition made pursuant to subsection 8.6(g) or (j)
in the relevant period as if such acquisition had been made on the first
day of such period and the Indebtedness incurred to finance such
acquisition had been incurred on the first day of such period.

          "Consolidated Interest Expense": for any period the amount of
interest expense, both expensed and capitalized (excluding amortization and
write offs of debt discount and debt issuance costs) net of interest
income, of Holdings and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP, for such period.

          "Consolidated Net Income": for any period, the net income or net
loss of Holdings and its Subsidiaries for such period, determined in
accordance with GAAP on a consolidated basis, as reflected in the financial
statements furnished to the Administrative Agent in accordance with
subsections 7.1(a) and (b) hereof.

          "Consolidated Total Debt": at any date of determination, the
principal amount of all indebtedness of Holdings and its consolidated
Subsidiaries outstanding in accordance with GAAP under this Agreement plus
any other amounts, without duplication, included in clause (a) of the
definition of Indebtedness (including any amounts drawn and unreimbursed
under letters of credit) at such date of determination, on a consolidated
basis in accordance with GAAP.

          "Contingent Obligation": as to any Person, any obligation of such
Person guaranteeing or in effect guaranteeing any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other Person
(the "primary obligor") in any manner, whether directly or indirectly,
including, without limitation, any obligation of such Person, whether or
not contingent (a) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (b) to advance or supply
funds (i) for the purchase or payment of any such primary obligation or
(ii) to maintain working capital or equity capital of the primary obligor
or otherwise to maintain the net worth or solvency of the primary obligor,
(c) to purchase property, securities or services primarily for the purpose
of assuring the owner of any such primary obligation of the ability of the
primary obligor to make payment of such primary obligation or (d) otherwise
to assure or hold harmless the owner of any such primary obligation against
loss in respect thereof; provided, however, that the term Contingent
Obligation shall not include endorsements of instruments for deposit or
collection in the ordinary course of business. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or
determinable amount (based on the maximum reasonably anticipated net
liability in respect thereof as determined by the Company in good faith) of
the primary obligation or portion thereof in respect of which such
Contingent Obligation is made or, if not stated or determinable, the
maximum reasonably anticipated net liability in respect thereof (assuming
such Person is required to perform thereunder) as determined by the Company
in good faith.

          "Contractual Obligation": as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or
undertaking to which such Person is a party or by which it or any of the
property owned by it is bound.

          "Credit Documents": the collective reference to this Agreement,
the Notes, the Pledge Agreements, the Guarantees and any security agreement
and guarantee executed and delivered pursuant to the terms of subsection
7.8.

          "Credit Parties": the collective reference to Holdings, the
Company and each Subsidiary which is a party, or which at any time becomes
a party, to a Credit Document.

          "Default": any of the events specified in Section 9, whether or
not any requirement for the giving of notice, the lapse of time, or both,
has been satisfied.

          "Dollars" and "$": dollars in lawful currency of the United
States of America.

          "Domestic Subsidiary": any Subsidiary of the Company other than a
Foreign Subsidiary.

          "Environmental Laws": any and all Federal, state, local or
municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees or requirements of any Governmental Authority regulating, relating
to or imposing liability or standards of conduct concerning environmental
protection matters, including without limitation, Hazardous Materials, as
now or may at any time hereafter be in effect.

          "ERISA": the Employee Retirement Income Security Act of 1974, as
amended from time to time.

          "Eurocurrency Reserve Requirements": for any day, as applied to a
Eurodollar Loan, the aggregate (without duplication) of the rates
(expressed as a decimal) of reserve requirements current on such day
(including, without limitation, basic, supplemental, marginal and emergency
reserves under any regulations of the Board or other Governmental Authority
having jurisdiction with respect thereto), as now and from time to time
hereafter in effect, dealing with reserve requirements prescribed for
Eurocurrency funding (currently referred to as "Eurocurrency liabilities"
in Regulation D of such Board) maintained by a member bank of such System.
As of the Closing Date, there are no Eurocurrency Reserve Requirements in
effect.

          "Eurodollar Base Rate": with respect to each day during any
Interest Period for any Eurodollar Loan, the rate per annum equal to the
rate at which Chase is offered Dollar deposits at or about 10:00 a.m., New
York City time, two Working Days prior to the beginning of such Interest
Period in the interbank eurodollar market where the foreign currency and
exchange operations in respect of its Eurodollar Loans then are 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 Loan to be outstanding during such Interest Period.

          "Eurodollar Lending Office": initially, the office of each Lender
designated as such in Schedule 1.1A; thereafter, such other office of such
Lender, if any, which shall be making or maintaining Eurodollar Loans as
designated as such from time to time in a notice from such Lender to the
Administrative Agent.

          "Eurodollar Loans": Loans at such time as they are made and/or
being maintained at a rate of interest based upon a Eurodollar Rate.

          "Eurodollar Rate": with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, a rate per annum determined for
such day in accordance with the following formula (rounded upward to the
nearest 1/100th of 1%):

          Eurodollar Base Rate          
          --------------------          
          1.00 - Eurocurrency Reserve Requirement

          "Event of Default": any of the events specified in Section 9,
provided that any requirement for the giving of notice, the lapse of time,
or both, has been satisfied.

          "Financing Subsidiary": any Affiliate or Subsidiary of the
Company which is a party to the Used Aircraft Inventory Financing.

          "FL Affiliate": any of FL & Co., MBO-IV, FLC XXIX, FLC XXXIII,
Gulfstream Partners or Gulfstream Partners II, L.P., the partners of FL &
Co., MBO-IV, FLC XXIX, FLC XXXIII, Gulfstream Partners or Gulfstream
Partners II, L.P. on the Closing Date, any subordinated debt and equity
partnership controlled by FL & Co., MBO-IV, FLC XXIX, FLC XXXIII,
Gulfstream Partners or Gulfstream Partners II, L.P., any equity partnership
controlled by FL & Co., MBO-IV, FLC XXIX, FLC XXXIII, Gulfstream Partners
or Gulfstream Partners II, L.P., any Affiliate of FL & Co., MBO-IV, FLC
XXIX or FLC XXXIII, Gulfstream Partners or Gulfstream Partners II, L.P.,
any directors, executive officers or other employees or other members of
the management of Holdings, the Company or any Subsidiary of any thereof
(or any "associate" (as defined in Rule 405 under the Securities Act of
1933, as amended) of any thereof or employee benefit plan beneficially
owned by any thereof), the Company or any Subsidiary of any thereof on the
Closing Date, or any combination of the foregoing.

          "FL & Co.": FLC XXXI Partnership, L.P., a New York limited
partnership, doing business as "Forstmann Little & Co.", the general
partners of which are FLC XXIX Partnership, L.P., a New York limited
partnership ("FLC XXIX"), and FLC XXXIII Partnership, a New York general
partnership ("FLC XXXIII"), and the limited partner of which is FLC XXIX.

          "Foreign Subsidiary": any Subsidiary of the Company (or if so
specified, Holdings) (a) which is organized under the laws of any
jurisdiction outside the United States (within the meaning of Section
7701(a)(9) of the Code), or (b) whose principal assets consist of capital
stock or other equity interests of one or more Persons which conduct the
major portion of their business outside the United States (within the
meaning of Section 7701 (a)(9) of the Code).

          "GAAP": generally accepted accounting principles in the United
States of America in effect from time to time.

          "Governmental Authority": any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or
pertaining to government.

          "Guarantees": the collective reference to the Holdings Guarantee
and the Subsidiary Guarantee.

          "Gulfstream V": the type of large cabin business jet aircraft
produced by the Company and designated "Gulfstream V".

          "Hazardous Materials": any substance (a) which is or becomes
defined as a "hazardous waste," "hazardous substance," pollutant or
contaminant under any federal, state or local statute, regulation, rule or
ordinance or amendments thereto including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act (42
U.S.C. ss. 9601 et seq.) and/or the Resource Conservation and Recovery Act
(42 U.S.C.ss. 6901 et seq.); and (b) without limitation, which is or
contains petroleum products (including crude oil or any fraction thereof),
PCBs, asbestos, urea formaldehyde foam insulation, radon gas or infectious
or radioactive materials.

          "Holdings": Gulfstream Aerospace Corporation, a Delaware
corporation.

          "Holdings Dividend Limit": as defined in subsection 8.11(e).

          "Holdings Guarantee": the Guarantee, substantially in the form of
Exhibit C hereto, made by Holdings in favor of the Administrative Agent,
for the ratable benefit of the Lenders, as the same may be amended,
supplemented or otherwise modified from time to time.

          "Holdings Note": the Note due October 1, 2004 and dated October
16, 1996, in the original principal amount of $100,000,000, made by
Holdings in favor of the Company in connection with the 1996 Refinancing,
as amended to extend the maturity date to October 1, 2004.

          "Holdings Pledge Agreement": the Pledge Agreement, substantially
in the form of Exhibit D hereto, made by Holdings in favor of the
Collateral Agent, for the ratable benefit of the Lenders, as the same may
be amended, supplemented or otherwise modified from time to time (it being
understood and agreed that, subject to Section 7.8(c) hereof, the Holdings
Pledge Agreement shall not require Holdings to pledge (x) any of the stock
of any Foreign Subsidiary of the Company or Holdings which is owned by a
Foreign Subsidiary of the Company or Holdings or (y) more than 65% of the
stock of (i) any other Foreign Subsidiary of the Company or Holdings or
(ii) any other Subsidiary of the Company or Holdings if more than 65% of
the assets of such Subsidiary are securities of foreign Persons (such
determination to be made on the basis of fair market value)).

          "Indebtedness": of any Person, at any particular date, (a) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services (other than current trade payables or
liabilities and deferred payment for services to employees or former
employees incurred in the ordinary course of business and payable in
accordance with customary practices and other deferred compensation
arrangements), (b) the face amount of all letters of credit issued for the
account of such Person and, without duplication, all drafts drawn
thereunder, (c) all liabilities (other than Lease Obligations) secured by
any Lien on any property owned by such Person, to the extent attributable
to such Person's interest in such property, even though such Person has not
assumed or become liable for the payment thereof, (d) lease obligations of
such Person which, in accordance with GAAP, should be capitalized and (e)
all indebtedness of such Person arising under acceptance facilities; but
excluding (y) customer deposits and interest payable thereon in the
ordinary course of business and (z) trade and other accounts and accrued
expenses payable in the ordinary course of business in accordance with
customary trade terms and in the case of both clauses (y) and (z) above,
which are not overdue for a period of more than 90 days or, if overdue for
more than 90 days, as to which a dispute exists and adequate reserves in
conformity with GAAP have been established on the books of such Person.

          "Insolvency": with respect to a Multiemployer Plan, the condition
that such Plan is insolvent within the meaning of such term as used in
Section 4245 of ERISA.

          "Interest Coverage Ratio": as at the last day of any fiscal
quarter of Holdings, the ratio of (a) Consolidated EBITDA less Capital
Expenditures, in each case for the period of four fiscal quarters ending on
such day to (b) Consolidated Interest Expense for the period of four fiscal
quarters ending on such day.

          "Interest Payment Date": (a) as to ABR Loans, the last day of
each March, June, September and December, commencing on the first such day
to occur after any ABR Loans are made or any Eurodollar Loans are converted
to ABR Loans, (b) as to any Eurodollar Loan in respect of which the Company
has selected an Interest Period of one, two or three months, the last day
of such Interest Period, (c) as to any Eurodollar Loan in respect of which
the Company has selected an Interest Period of six months, the day which is
three months after the date on which such Eurodollar Loan is made or an ABR
Loan is converted to such a Eurodollar Loan, and the last day of such
Interest Period, (d) as to any Eurodollar Loan, each day on which principal
of such Eurodollar Loan is payable, and (e) in the case of any Loan, when
such Loan is paid in full.

          "Interest Period": with respect to any Eurodollar Loan:

          (a) initially, the period commencing on, as the case may be, the
     Borrowing Date or conversion date with respect to such Eurodollar Loan
     and ending one, two, three or six months thereafter as selected by the
     Company in its notice of borrowing as provided in subsection 4.1 or
     its notice of conversion as provided in subsection 4.3; and

          (b) thereafter, each period commencing on the last day of the
     next preceding Interest Period applicable to such Eurodollar Loan and
     ending one, two, three or six months thereafter as selected by the
     Company by irrevocable notice to the Administrative Agent not less
     than three Working Days prior to the last day of the then current
     Interest Period with respect to such Eurodollar Loan;

provided that the foregoing provisions relating to Interest Periods are
subject to the following:

          (A) if any Interest Period would otherwise end on a day which is
     not a Working Day, that Interest Period shall be extended to the next
     succeeding Working 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 immediately preceding
     Working Day;

          (B) any Interest Period that would otherwise extend beyond the
     final scheduled installment date set forth in subsection 2.2 shall end
     on such date or, if such Term Installment Payment Date shall not be a
     Working Day, on the next preceding Working Day;

          (C) if the Company shall fail to give notice as provided above in
     clause (b), it shall be deemed to have selected a conversion of a
     Eurodollar Loan into an ABR Loan (which conversion shall occur
     automatically and without need for compliance with the conditions for
     conversion set forth in subsection 4.3);

          (D) any Interest Period that begins on the last 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 Working Day of a calendar month; and

          (E) the Company shall select Interest Periods so as not to
     require a prepayment (to the extent practicable) or a scheduled
     payment of a Eurodollar Loan during an Interest Period for such
     Eurodollar Loan.

          "Lease Obligations": of the Company and its Subsidiaries, as of
the date of any determination thereof, the rental commitments of the
Company and its Subsidiaries determined on a consolidated basis, if any,
under leases for real and/or personal property (net of rental commitments
from sub-leases thereof), excluding however, obligations under leases which
are classified as Indebtedness under clause (d) of the definition of
Indebtedness.

          "Lenders": as defined in the preamble hereto.

          "Leverage Ratio": at any date, the ratio of Consolidated Total
Debt at such date to Consolidated EBITDA for the period of four consecutive
fiscal quarters ending on such date.

          "Leverage Ratio Level": the existence of Leverage Ratio Level I,
Leverage Ratio Level II, Leverage Ratio Level III, Leverage Ratio Level IV,
Leverage Ratio Level V, Leverage Ratio Level VI or Leverage Ratio Level
VII, as the case may be.

          "Leverage Ratio Level I": shall exist on an Adjustment Date if
the Leverage Ratio for the period of four consecutive fiscal quarters
ending on the last day of the period covered by the financial statements
relating to such Adjustment Date is greater than or equal to 3.50 to 1.00.

          "Leverage Ratio Level II": shall exist on an Adjustment Date if
the Leverage Ratio for the period of four consecutive fiscal quarters
ending on the last day of the period covered by the financial statements
relating to such Adjustment Date is less than 3.50 to 1.00 but greater than
or equal to 3.00 to 1.00.

          "Leverage Ratio Level III": shall exist on an Adjustment Date if
the Leverage Ratio for the period of four consecutive fiscal quarters
ending on the last day of the period covered by the financial statements
relating to such Adjustment Date is less than 3.00 to 1.00 but greater than
or equal to 2.50 to 1.00.

          "Leverage Ratio Level IV": shall exist on an Adjustment Date if
the Leverage Ratio for the period of four consecutive fiscal quarters
ending on the last day of the period covered by the financial statements
relating to such Adjustment Date is less than 2.50 to 1.00 but greater than
or equal to 2.00 to 1.00. 

          "Leverage Ratio Level V": shall exist on an Adjustment Date if
the Leverage Ratio for the period of four consecutive fiscal quarters
ending on the last day of the period covered by the financial statements
relating to such Adjustment Date is less than 2.00 to 1.00 but greater than
or equal to 1.50 to 1.00.

          "Leverage Ratio Level VI": shall exist on an Adjustment Date if
the Leverage Ratio for the period of four consecutive fiscal quarters
ending on the last day of the period covered by the financial statements
relating to such Adjustment Date is less than 1.50 to 1.00 but greater than
or equal to 0.75 to 1.00.

          "Leverage Ratio Level VII": shall exist on an Adjustment Date if
the Leverage Ratio for the period of four consecutive fiscal quarters
ending on the last day of the period covered by the financial statements
relating to such Adjustment Date is less than 0.75 to 1.00.

          "Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), or preference,
priority or other security agreement or preferential arrangement of any
kind or nature whatsoever (including, without limitation, any conditional
sale or other title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing, and the
filing of any financing statement under the Uniform Commercial Code or
comparable law of any jurisdiction in respect of any of the foregoing
except for the filing of financing statements in connection with Lease
Obligations incurred by the Company or its Subsidiaries to the extent that
such financing statements relate to the property subject to such Lease
Obligations).

          "Loan" and "Loans": as defined in subsection 2.1.

          "Material Adverse Effect": a material adverse effect on the
business, financial condition, assets or results of operations of the
Company and its Subsidiaries taken as a whole.

          "Material Subsidiary": any Subsidiary of the Company or Holdings
which at any time has a total asset book value (including the total asset
book values of any Subsidiaries), or for which Holdings, the Company or any
of their respective Subsidiaries shall have paid consideration (including
the assumption of Indebtedness) in connection with the acquisition of the
stock or the assets of such Subsidiary, in excess of $20,000,000.

          "MBO-IV": Forstmann Little & Co. Subordinated Debt and Equity
Management Buyout Partnership IV.

          "Multiemployer Plan": a Plan which is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

          "Net Proceeds": the aggregate cash proceeds received by the
Company or any Subsidiary of the Company in respect of any Asset Sale, and
any cash payments received in respect of promissory notes or other non-cash
consideration delivered to the Company or such Subsidiary in respect of an
Asset Sale (subject to the limitations set forth in subsection 8.6(f)), net
of (without duplication) (i) the reasonable expenses (including legal fees
and brokers' and underwriters' commissions paid to third parties which are
not Affiliates or Subsidiaries of the Company) incurred in effecting such
Asset Sale, (ii) any taxes reasonably attributable to such Asset Sale and,
in case of an Asset Sale in a foreign jurisdiction, the repatriation of the
proceeds of such Asset Sale reasonably estimated by the Company or such
Subsidiary to be actually payable, (iii) any amounts payable to a
Governmental Authority triggered as a result of any such Asset Sale, (iv)
any Indebtedness or Contractual Obligation of the Company and its
Subsidiaries (other than the Loans and other Obligations and obligations
under the 1996 Credit Agreement) required to be paid or retained in
connection with such Asset Sale and (v) the aggregate amount of reserves
required in the Company's reasonable judgment to be maintained on the books
of the Company in order to pay contingent liabilities with respect to such
Asset Sale; provided that amounts deducted from aggregate proceeds pursuant
to clause (v) and not actually paid by the Company or any of its
Subsidiaries in liquidation of such contingent liabilities shall be deemed
to be Net Proceeds and shall be prepaid in accordance with subsection 4.6
at such time as such contingent liabilities shall cease to be obligations
of the Company or any of its Subsidiaries.

          "1998 10K": Holdings' filing on form 10K with the Securities and
Exchange Commission for Holdings' 1998 fiscal year.

          "1996 Credit Agreement": the Credit Agreement dated as of October
16, 1996, among the Company, the lenders party thereto and Chase, as
administrative agent, as the same has been and may be amended, modified and
supplemented from time to time.

          "1996 Letters of Credit": the letters of credit and performance
guarantees issued pursuant to the 1996 Credit Agreement.

          "1996 Refinancing": the "Refinancing" as defined in the 1996
Credit Agreement as in effect on the Closing Date.

          "1996 Term Loans": the Term Loans made under the 1996 Credit
Agreement.

          "Non-U.S. Lender": as defined in subsection 4.18(e).

          "Note" and "Notes": as defined in subsection 4.2.

          "Obligations": the unpaid principal of and interest on the Notes
and all other obligations and liabilities of the Company to the
Administrative Agent or the Lenders (including, without limitation,
interest accruing at the then applicable rate provided in this Agreement
after the maturity of the Loans and interest accruing at the then
applicable rate provided in this Agreement after the filing of any petition
in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, relating to the Company whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding),
whether direct or indirect, absolute or contingent, due or to become due,
now existing or hereafter incurred, which may arise under, out of, or in
connection with, this Agreement, the Notes, the other Credit Documents, any
agreements between the Company and any Lender relating to interest rate,
currency or similar swap and hedging arrangements or any other document
made, delivered or given in connection therewith, whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses (including, without limitation, all fees and disbursements of
counsel to the Administrative Agent or any Lender) or otherwise.

          "Participant": as defined in subsection 11.6(b)

          "PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA or any successor thereto.

          "Permitted Acquisition": as defined in subsection 8.6(j).

          "Permitted Acquisition Indebtedness": as defined in subsection
8.6(j).

          "Person": an individual, partnership, corporation, business
trust, joint stock company, trust, limited liability company,
unincorporated association, joint venture, Governmental Authority or other
entity of whatever nature.

          "Plan": any pension plan which is covered by Title IV of ERISA
and in respect of which the Company or a Commonly Controlled Entity is an
"employer" as defined in Section 3(5) of ERISA.

          "Pledge Agreements": the collective reference to the Holdings
Pledge Agreement, the Company Pledge Agreement, the Subsidiary Pledge
Agreements and any pledge agreement delivered after the Closing Date
pursuant to subsection 7.8; individually, a "Pledge Agreement".

          "Pledged Stock": as defined in the respective Pledge Agreements.

          "Prepayment Percentage": at any time, the decimal equivalent of a
fraction, the numerator of which is the aggregate principal amount of Loans
outstanding at such time and the denominator of which is the aggregate
principal amount of Loans and 1996 Term Loans outstanding at such time.

          "Properties": each parcel of real property currently or
previously owned or operated by the Company or any Subsidiary of the
Company.

          "Regulation U": Regulation U of the Board, as from time to time
in effect.

          "Release Lenders": at a particular time, Lenders that hold Loans
in an aggregate principal amount equal to at least 75% of the sum of the
aggregate unpaid principal amount of the Loans at such time.

          "Reorganization": with respect to a Multiemployer Plan, the
condition that such Plan is in reorganization as such term is used in
Section 4241 of ERISA.

          "Reportable Event": any of the events set forth in Section
4043(b) of ERISA or the regulations thereunder.

          "Required Lenders": at a particular time, Lenders that hold Loans
in an aggregate principal amount equal to at least 51% of the sum of the
aggregate unpaid principal amount of the Loans outstanding at such time.

          "Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents
of such Person, and any law, treaty, rule or regulation (including, without
limitation, Environmental Laws) or determination of an arbitrator or a
court or other Governmental Authority, in each case applicable to or
binding upon such Person or any of its property or to which such Person or
any of its property is subject.

          "Responsible Officer": the chief executive officer or the chief
operating officer of the Company or, with respect to financial matters, the
chief financial officer or controller of the Company.

          "Single Employer Plan": any Plan which is covered by Title IV of
ERISA, but which is not a Multiemployer Plan.

          "Sixth Amendment": the Sixth Amendment, dated as of April 7,
1999, to the 1996 Credit Agreement.

          "Stock Repurchase Program": as defined in the preamble hereto.

          "Subsidiary": as to any Person, any corporation, partnership or
other entity of which shares of stock of each class or other equity
interests having ordinary voting power (other than stock or other equity
interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other
managers of such corporation, partnership or other entity are at the time
owned by such Person or by one or more Subsidiaries of such Person or by
such Person and one or more Subsidiaries of such Person. A Subsidiary shall
be deemed wholly-owned by a Person who owns all of the voting shares or
other equity interests of such Subsidiary except for directors' qualifying
or similar shares.

          "Subsidiary Guarantee": the Subsidiary Guarantee to be executed
by each Subsidiary Guarantor in favor of the Administrative Agent, for the
ratable benefit of the Lenders, substantially in the form of Exhibit E
hereto, as the same may be amended, supplemented or otherwise modified from
time to time.

          "Subsidiary Guarantor": the Material Subsidiaries of Holdings and
such other Subsidiaries as the Company may elect to include as guarantors,
other than Foreign Subsidiaries of Holdings or the Company or other
Subsidiaries of Holdings or the Company if more than 65% of the assets of
such subsidiaries are securities of foreign Persons (such determination to
be made on the basis of fair market value); provided that the term
"Subsidiary Guarantor" shall, in any event, include any Subsidiary which
enters into a Guarantee pursuant to subsection 7.8(b).

          "Subsidiary Note": the promissory note made by Gulfstream
Aerospace Corporation, a Georgia corporation and a Subsidiary of the
Company, in favor of the Company and evidencing the intercompany
indebtedness owed from time to time by such Subsidiary to the Company.

          "Subsidiary Pledge Agreement": the Subsidiary Pledge Agreement to
be executed by each Subsidiary Pledgor in favor of the Collateral Agent,
for the ratable benefit of the Lenders, substantially in the form of
Exhibit F hereto, as the same may be amended, supplemented or otherwise
modified from time to time (it being understood and agreed that, subject to
Section 7.8(c) hereof, the Subsidiary Pledge Agreement shall not require a
Subsidiary Pledgor to pledge (x) any of the stock of any Foreign Subsidiary
of the Subsidiary Pledgor, the Company or Holdings which is owned by a
Foreign Subsidiary of the Subsidiary Pledgor, the Company or Holdings or
(y) more than 65% of the stock of (i) any other Foreign Subsidiary of the
Subsidiary Pledgor, the Company or Holdings or (ii) any other Subsidiary of
the Subsidiary Pledgor, the Company or Holdings if more than 65% of the
assets of such Subsidiary are securities of foreign Persons (such
determination to be made on the basis of fair market value)).

          "Subsidiary Pledgor": any Subsidiary of the Company which, after
the Closing Date, enters into a Pledge Agreement pursuant to subsection
7.8(a).

          "Term Installment Payment Date": as defined in subsection 2.2.

          "Termination Date": April 15, 2000.

          "Type": as to any Loan, its nature as an ABR Loan or a Eurodollar
Loan.

          "Used Aircraft Inventory Financing": the collective reference to
each financing arrangement (other than any sale in which there is no
recourse to the Company or any of its Subsidiaries, to the extent that such
a sale might be deemed to be a financing arrangement) between any Financing
Subsidiary and a third party with regard to used aircraft held by the
Company or any of its Subsidiaries in inventory, substantially upon the
terms set forth in Schedule 1.1B; provided, in any event, that all such
arrangements collectively shall be limited to such portion of the used
aircraft inventory of the Company and its Subsidiaries having a fair market
value not in excess of $200,000,000 in the aggregate.

          "Working Day": any day on which dealings in foreign currencies
and exchange between banks may be carried on in London, England and in New
York, New York.

          "Year 2000 Problem": as defined in subsection 5.15.

          1.2 Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined
meanings when used in the Notes, any other Credit Document or any
certificate or other document made or delivered pursuant hereto.

          (b) As used herein and in the Notes, any other Credit Document
and any certificate or other document made or delivered pursuant hereto,
accounting terms relating to Holdings, the Company and its Subsidiaries not
defined in subsection 1.1 and accounting terms partly defined in subsection
1.1 to the extent not defined, shall have the respective meanings given to
them under GAAP.

          (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as
a whole and not to any particular provision of this Agreement, and section,
subsection, schedule and exhibit references are to this Agreement unless
otherwise specified.

          (d) The meanings given to terms defined herein shall be equally
applicable to the singular and plural forms of such terms.


          SECTION 2. TERM LOANS
                     ----------

          2.1 Term Loans. Subject to the terms and conditions hereof, each
Lender severally agrees to make term loans in Dollars (individually, a
"Loan"; and collectively, the "Loans") to the Company from time to time
during the Commitment Period in an aggregate principal amount not to exceed
such Lender's Commitment. Any Loans made on the Closing Date shall
initially be ABR Loans.

          2.2 Repayment of Loans. The Company shall repay the Loans in 12
consecutive quarterly installments on the last day of each March, June,
September and December (each such day, a "Term Installment Payment Date"),
commencing on June 30, 2000, each of which installments on any such date
shall be the amount set forth opposite such date below (or such earlier
date on which the Loans become due and payable hereunder):

               Installment Date                         Amount
               ----------------                         ------

               June 30, 2000                            $8,333,333.25
               September 30, 2000                       $8,333,333.25
               December 31, 2000                        $8,333,333.25
               March 31, 2001                           $8,333,333.25
               June 30, 2001                            $20,833,333.37
               September 30, 2001                       $20,833,333.37
               December 31, 2001                        $20,833,333.37
               March 31, 2002                           $20,833,333.37
               June 30, 2002                            $20,833,333.38
               September 30, 2002                       $20,833,333.38
               December 31, 2002                        $20,833,333.38
               March 31, 2003                           $20,833,333.38

If the aggregate principal amount of the Loans outstanding on the
Termination Date is less than $200,000,000, each of the amounts set forth
in the table above shall be reduced ratably.

2.3 Proceeds of Loans. The Company shall use the proceeds of the Loans
solely (a) to finance the purchase of shares of common stock of Holdings
pursuant to the Stock Repurchase Program, (b) to pay fees and expenses in
connection with the Stock Repurchase Program, this Agreement and the
transactions contemplated thereby and hereby and (c) for working capital
and general corporate purposes.

          SECTION 3.  [RESERVED]

          SECTION 4.  GENERAL PROVISIONS APPLICABLE TO LOANS
                      --------------------------------------

          4.1 Procedure for Borrowing. (a) The Company may borrow under the
Commitments during the Commitment Period on any Working Day, if the
borrowing is of Eurodollar Loans, or on any Business Day, if the borrowing
is of ABR Loans, provided that the Company shall give the Administrative
Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 12:00 Noon, New York City time (i) three
Working Days prior to the requested Borrowing Date if all or any part of
the Loans are to be Eurodollar Loans and (ii) one Business Day prior to the
requested Borrowing Date if the borrowing is to be solely of ABR Loans)
specifying (A) the amount of the borrowing, (B) the requested Borrowing
Date, (C) whether such Loans are initially to be Eurodollar Loans or ABR
Loans, or a combination thereof, and (D) if the borrowing is to be entirely
or partly Eurodollar Loans, the length of the Interest Period for such
Eurodollar Loans. Upon receipt of such notice the Administrative Agent
shall promptly notify each Lender (which notice shall in any event be
delivered to each Lender by 4:00 P.M., New York City time, on such date).
Not later than 12:00 Noon, New York City time, on the Borrowing Date
specified in such notice, each Lender shall make available to the
Administrative Agent at the office of the Administrative Agent specified in
subsection 11.2 (or at such other location as the Administrative Agent may
direct) an amount in immediately available funds equal to the amount of the
Loan to be made by such Lender. Loan proceeds received by the
Administrative Agent hereunder shall promptly be made available to the
Company by the Administrative Agent's crediting the account of the Company,
at the office of the Administrative Agent specified in subsection 11.2,
with the aggregate amount actually received by the Administrative Agent
from the Lenders and in like funds as received by the Administrative Agent.

          (b) Any borrowing of Eurodollar Loans hereunder shall be in such
amounts and be made pursuant to such elections so that, after giving effect
thereto, (i) the aggregate principal amount of all Eurodollar Loans having
the same Interest Period shall not be less than $5,000,000, or a whole
multiple of $1,000,000 in excess thereof, and (ii) no more than ten
Interest Periods shall be in effect at any one time.

          (c) Eurodollar Loans shall be made by each Lender at its
Eurodollar Lending Office and ABR Loans shall be made by each Lender at its
ABR Lending Office.

          4.2. Repayment of Loans; Evidence of Debt. (a) The Company hereby
unconditionally promises to pay to the Administrative Agent for the account
of each Lender the principal amount of the Loan of such Lender, in
accordance with the applicable amortization schedule set forth in
subsection 2.2 (or the then unpaid principal amount of such Loans, on the
date that any or all of the Loans become due and payable pursuant to
Section 9). The Company hereby further agrees to pay interest on the unpaid
principal amount of the Loans from time to time outstanding from the date
hereof until payment in full thereof at the rates per annum, and on the
dates, set forth in subsection 4.7.

          (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing indebtedness of the Company to
such Lender resulting from each Loan of such Lender from time to time,
including the amounts of principal and interest payable and paid to such
Lender from time to time under this Agreement.

          (c) The Administrative Agent shall maintain the Register pursuant
to subsection 11.6(d), and a subaccount therein for each Lender, in which
shall be recorded (i) the amount of each Loan made hereunder, the Type
thereof and each Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Company to each Lender hereunder and (iii) both the amount of any sum
received by the Administrative Agent hereunder from the Company and each
Lender's share thereof.

          (d) The entries made in the Register and the accounts of each
Lender maintained pursuant to subsection 4.2(b) shall, to the extent
permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the Company therein recorded; provided,
however, that the failure of any Lender or the Administrative Agent to
maintain the Register or any such account, or any error therein, shall not
in any manner affect the obligation of the Company to repay (with
applicable interest) the Loans made to such Company by such Lender in
accordance with the terms of this Agreement.

          (e) The Company agrees that, upon the request to the Company and
the Administrative Agent by any Lender, the Company will execute and
deliver to such Lender a promissory note of the Company evidencing the
Loans of such Lender, substantially in the form of Exhibit A with
appropriate insertions as to date and principal amount (a "Note").

          4.3 Conversion Options. The Company may elect from time to time
to convert Eurodollar Loans into ABR Loans by giving the Administrative
Agent irrevocable notice of such election, to be received by the
Administrative Agent prior to 12:00 Noon, New York City time, at least
three Working Days prior to the proposed conversion date, provided that any
such conversion of Eurodollar Loans shall only be made on the last day of
an Interest Period with respect thereto. The Company may elect from time to
time to convert all or a portion of the ABR Loans then outstanding to
Eurodollar Loans by giving the Administrative Agent irrevocable notice of
such election, to be received by the Administrative Agent prior to 12:00
Noon, New York City time, at least three Working Days prior to the proposed
conversion date, specifying the Interest Period selected therefor, and, if
no Default or Event of Default has occurred and is continuing, such
conversion shall be made on the requested conversion date or, if such
requested conversion date is not a Working Day, on the next succeeding
Working Day. Upon receipt of any notice pursuant to this subsection 4.3,
the Administrative Agent shall promptly, but in any event by 4:00 P.M., New
York City time, notify each Lender thereof. All or any part of the
outstanding Loans may be converted as provided herein, provided that
partial conversions of Loans shall be in the aggregate principal amount of
$5,000,000, or a whole multiple of $1,000,000 in excess thereof, and the
aggregate principal amount of the resulting Eurodollar Loans outstanding in
respect of any one Interest Period shall be at least $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. 

          4.4 Changes of Commitment Amounts. (a) The Company shall have the
right, upon not less than three Business Days' notice to the Administrative
Agent, to terminate or, from time to time, reduce the Commitments subject
to the provisions of this subsection 4.4.

          (b) Any partial reduction of the Commitments shall be in an
amount of $2,500,000 or a whole multiple of $1,000,000 in excess thereof,
and shall, in each case, reduce permanently the amount of the Commitments
then in effect.

          4.5 Optional Prepayments. (a) The Company may at any time and from
time to time prepay Loans, in whole or in part, without premium or penalty,
upon at least one Business Days' irrevocable notice to the Administrative
Agent in the case of ABR Loans, and three Business Days' irrevocable notice
to the Administrative Agent in the case of Eurodollar Loans, specifying the
date and amount of prepayment, provided that if a Eurodollar Loan is
prepaid on any day other than the last day of the Interest Period
applicable thereto, the Company shall also pay any amounts owing pursuant
to subsection 4.21. Upon receipt of such notice the Administrative Agent
shall promptly notify each Lender thereof. If such notice is given, the
Company shall make such prepayment, and the payment amount specified in
such notice shall be due and payable, on the date specified therein.
Accrued interest on any Notes or on the amount of any Loans paid in full
pursuant to this subsection 4.5 shall be paid on the date of such
prepayment. Accrued interest on the amount of any partial prepayment shall
be paid on the Interest Payment Date next succeeding the date of such
partial prepayment (or in the case of prepayment in full of Loans, on the
date of such payment). Partial prepayments of Loans shall be in an
aggregate principal amount equal to the lesser of (A) $2,500,000 or a whole
multiple of $1,000,000 in excess thereof and (B) the aggregate unpaid
principal amount of the Loans, as the case may be. Except as otherwise may
be agreed by the Company and the Required Lenders, any prepayment of the
Loans pursuant to this subsection 4.5 shall be applied, first, to the
installments of the Loans scheduled to be paid during the next twelve
months after the date of such prepayment and second the balance, if any, to
the remaining installments of the Loans on a pro rata basis. Amounts
prepaid on account of the Loans pursuant to this subsection 4.5 or
otherwise may not be reborrowed.

          (b) Optional prepayments of the Loans must be accompanied by a
ratable prepayment of the outstanding principal amount of 1996 Term Loans
and optional prepayments of 1996 Term Loans must be accompanied by a
ratable prepayment of outstanding Loans (based on the respective then
outstanding principal amounts of the Loans and the 1996 Term Loans).

          4.6 Mandatory Prepayments. (a) Subject to the provisions of
subsection 8.5 promptly following the consummation of any Asset Sale by the
Company or any of its Subsidiaries, in the case of cash proceeds, and
promptly following receipt of cash proceeds representing payments under
notes or other securities received in connection with any non-cash
consideration obtained in connection with such Asset Sale, the Company
shall, to the extent that the cumulative amount of Net Proceeds received
after the Closing Date exceeds $50,000,000, or to the extent that the
cumulative amount of Net Proceeds received after the Closing Date in excess
of $20,000,000 are not reinvested in the business of the Company within
twelve months, apply an amount equal to the Prepayment Percentage of such
amount first to the installments of the Loans scheduled to be paid during
the next twelve months after the date of such prepayment and second to the
remaining installments of the Loans on a pro rata basis.

          (b) Upon receipt by the Administrative Agent of the Net Proceeds
required to be paid to the Lenders hereunder from any Asset Sale (i)
consisting of the sale of all of the shares of stock of any Subsidiary
Guarantor, the obligations of such Subsidiary Guarantor under its Guarantee
shall automatically be discharged and released without any further action
by the Administrative Agent or any Lender, provided that the Administrative
Agent and the Lenders agree, upon the request of the Company, to execute
and deliver any instrument or other document in a form acceptable to the
Administrative Agent which may reasonably be required to evidence such
discharge and release and (ii) in connection with the sale or other
disposition of the capital stock of a Subsidiary of the Company, the
Collateral Agent shall release to the pledgor thereof, without
representation, warranty or recovery, express or implied, the capital stock
of such Subsidiary held by it as Pledged Stock (as defined in the relevant
Pledge Agreement), if any, under the relevant Pledge Agreement.

          (c) The Company shall give the Administrative Agent (which shall
promptly notify each Lender) at least one Business Day's notice of each
prepayment pursuant to this subsection 4.6 setting forth the date and
amount thereof. Prepayment of Eurodollar Loans, if not on the last day of
the Interest Period with respect thereto, shall, at the Company's option as
long as no Default or Event of Default has occurred and is continuing, be
prepaid subject to the provisions of subsection 4.21 or such Net Proceeds
(after application to any ABR Loans) shall be deposited with the
Administrative Agent as cash collateral for such Eurodollar Loans on terms
reasonably satisfactory to the Administrative Agent and thereafter shall be
applied to the prepayment of the Loans constituting Eurodollar Loans on the
last day of the respective Interest Periods for such Eurodollar Loans next
ending most closely to the date of receipt of such Net Proceeds. After such
application, unless a Default or an Event of Default shall have occurred
and be continuing, any remaining interest earned on such cash collateral
shall be paid to the Company.

          (d) Amounts prepaid on account of the Loans pursuant to this
subsection 4.6 or otherwise may not be reborrowed. Accrued interest on any
Loans prepaid pursuant to this subsection 4.6 shall be paid on the Interest
Payment Date next succeeding the date of any partial prepayment and on the
date of such payment or prepayment in the case of a payment or prepayment
in full of the Loans.

          4.7 Interest Rates and Payment Dates. (a) Each Eurodollar Loan
shall bear interest for each day during each Interest Period with respect
thereto on the unpaid principal amount thereof at a rate per annum equal to
the Eurodollar Rate determined for such Interest Period plus the Applicable
Margin.

          (b) ABR Loans shall bear interest for the period from and
including the date thereof until maturity thereof on the unpaid principal
amount thereof at a rate per annum equal to the ABR plus the Applicable
Margin.

          (c) If all or a portion of (i) the principal amount of any of the
Loans or (ii) any interest payable thereon shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such
overdue amount shall, without limiting the rights of the Lenders under
Section 9, bear interest at a rate per annum which is (x) in the case of
overdue principal, 2% above the rate that would otherwise be applicable
thereto pursuant to the foregoing provisions of this subsection or (y) in
the case of overdue interest, 2% above the rate described in paragraph (b)
of this subsection, in each case from the date of such nonpayment until
such amount is paid in full (as well after as before judgment).

          (d) Interest shall be payable in arrears on each Interest Payment
Date; provided that interest accruing pursuant to paragraph (c) of this
subsection shall be payable on demand.

          4.8 Computation of Interest and Fees. (a) Interest in respect of
ABR Loans at any time the ABR is calculated based on the Prime Rate and all
fees hereunder shall be calculated on the basis of a 365 or 366, as the
case may be, day year for the actual days elapsed. Interest in respect of
Eurodollar Loans and ABR Loans at any time the ABR is not calculated based
on the Prime Rate shall be calculated on the basis of a 360 day year for
the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Company and the Lenders of each determination of a
Eurodollar Rate. Any change in the interest rate on a Loan resulting from a
change in the ABR or the Eurocurrency Reserve Requirement shall become
effective as of the opening of business on the day on which such change in
the ABR or the Eurocurrency Reserve Requirement, as the case may be,
becomes effective. The Administrative Agent shall as soon as practicable
notify the Company and the Lenders of the effective date and the amount of
each such change.

          (b) Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Company and the Lenders in the absence of manifest error.
The Administrative Agent shall, at the request of the Company, deliver to
the Company a statement showing the quotations used by the Administrative
Agent in determining the Eurodollar Rate.

          4.9 Commitment Fee. The Company agrees to pay to the
Administrative Agent, for the account of each Lender, a commitment fee of
0.35% per annum from and including the Closing Date to but excluding the
Termination Date on the average daily amount of such Lender's Available
Commitment during the period for which payment is made, payable quarterly
in arrears on the last day of each March, June, September and December and
on the Termination Date or such earlier date as the Commitments shall
terminate as provided herein, commencing on the first of such dates to
occur after the date hereof.

          4.10 Certain Fees. The parties hereto acknowledge and agree that
the Company has agreed to pay to Chase the fees set forth in the letter
agreement dated as of March 12, 1999 between the Company, Chase and Chase
Securities Inc. The parties hereto acknowledge and agree that the Company's
only obligation is to pay such fees to Chase in accordance with the terms
of such letter agreement and the Company is not liable or otherwise
obligated to the Lenders to pay such fees.

          4.11 [RESERVED]

          4.12 [RESERVED]

          4.13 [RESERVED]

          4.14 [RESERVED]

          4.15 [RESERVED]

          4.16 [RESERVED]

          4.17 Inability to Determine Interest Rate. In the event that the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Company) that (a) by reason of
circumstances affecting the interbank eurodollar market, adequate and
reasonable means do not exist for ascertaining the Eurodollar Rate for any
Interest Period with respect to (i) proposed Loans that the Company has
requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will
result from the requested conversion of all or part of ABR Loans into
Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such
for an additional Interest Period, or (b) dollar deposits in the relevant
amount and for the relevant period with respect to any such Eurodollar Loan
are not available to any of the Lenders in their respective Eurodollar
Lending Offices' interbank eurodollar market, the Administrative Agent
shall forthwith give notice of such determination, confirmed in writing, to
the Company and the Lenders at least one day prior to, as the case may be,
the requested Borrowing Date, the conversion date or the last day of such
Interest Period. If such notice is given (i) any requested Eurodollar Loans
shall be made as ABR Loans, (ii) any ABR Loans that were to have been
converted to Eurodollar Loans shall be continued as ABR Loans, and (iii)
any outstanding Eurodollar Loans shall be converted, on the last day of the
then current Interest Period applicable thereto, into ABR Loans. Until such
notice has been withdrawn by the Administrative Agent, no further
Eurodollar Loans shall be made.

          4.18 Pro Rata Treatment and Payments. (a) Each borrowing of any
Loans by the Company from the Lenders, each payment by the Company on
account of any fee hereunder (other than as set forth in subsection 4.10),
and payments to Lenders in respect of proceeds of collateral and any
reduction of the Commitments hereunder shall be made pro rata according to
the relevant Commitment Percentages of the Lenders. Each payment (including
each prepayment) by the Company on account of principal of and interest on
the Loans (other than as set forth in subsections 4.19, 4.20 and 4.21)
shall be made pro rata according to the relevant Commitment Percentages of
the Lenders. All payments (including prepayments) to be made by the Company
on account of principal, interest and fees shall be made without set-off or
counterclaim and shall be made to the Administrative Agent, for the account
of the Lenders, at the Administrative Agent's office located at 270 Park
Avenue, New York, New York 10017, in lawful money of the United States of
America and in immediately available funds. The Administrative Agent shall
promptly distribute such payments ratably to each Lender in like funds as
received. If any payment hereunder (other than payments on Eurodollar
Loans) becomes due and payable on a day other than a Business Day, such
payment shall be extended to the next succeeding Business Day and, with
respect to payments of principal, interest thereon shall be payable at the
then applicable rate during such extension. If any payment on a Eurodollar
Loan becomes due and payable on a day other than a Working Day, the
maturity thereof shall be extended to the next succeeding Working Day
unless the result of such extension would be to extend such payment into
another calendar month in which event such payment shall be made on the
immediately preceding Working Day.

          (b) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a Borrowing Date that such Lender will not
make the amount which would constitute its relevant Commitment Percentage
of the borrowing on such date available to the Administrative Agent, the
Administrative Agent may assume that such Lender has made such amount
available to the Administrative Agent on such Borrowing Date in accordance
with subsection 4.1 and the Administrative Agent may, in reliance upon such
assumption, make available to the Company a corresponding amount. If such
amount is made available to the Administrative Agent by such Lender on a
date after such Borrowing Date, such Lender shall pay to the Administrative
Agent on demand an amount equal to the product of (i) the daily average
Federal funds rate during such period as quoted by the Administrative
Agent, times (ii) the amount of such Lender's relevant Commitment
Percentage of such borrowing not made available on such Borrowing Date,
times (iii) a fraction the numerator of which is the number of days that
elapse from and including such Borrowing Date to the date on which such
Lender's relevant Commitment Percentage of such borrowing shall have become
immediately available to the Administrative Agent and the denominator of
which is 360. A certificate of the Administrative Agent submitted to any
Lender with respect to any amounts owing under this subsection 4.18(b)
shall be conclusive, absent manifest error. If such Lender's relevant
Commitment Percentage of such borrowing is not in fact made available to
the Administrative Agent by such Lender within three Business Days of such
Borrowing Date, the Administrative Agent shall be entitled to recover such
amount with interest thereon at the rate per annum applicable to ABR Loans
hereunder and on demand, from the Company, without prejudice to any rights
which the Company or the Administrative Agent may have against such Lender
hereunder. Nothing contained in this subsection 4.18(b) shall relieve any
Lender which has failed to make available its ratable portion of any
borrowing hereunder from its obligation to do so in accordance with the
terms hereof.

          (c) The failure of any Lender to make the Loan to be made by it
on any Borrowing Date shall not relieve any other Lender of its obligation,
if any, hereunder to make its Loan on such Borrowing Date, but no Lender
shall be responsible for the failure of any other Lender to make the Loan
to be made by such other Lender on such Borrowing Date.

          (d) All payments and optional prepayments (other than prepayments
as set forth in subsection 4.20 with respect to increased costs) of
Eurodollar Loans hereunder shall be in such amounts and be made pursuant to
such elections so that, after giving effect thereto, the aggregate
principal amount of all Eurodollar Loans with the same Interest Period
shall not be less than $5,000,000 or a whole multiple of $1,000,000 in
excess thereof.

          (e) Each Lender, Assignee and Participant that is not a citizen
or resident of the United States of America, a corporation, partnership or
other entity created or organized in or under the laws of the United States
of America, or any estate or trust that is subject to U.S. federal income
taxation regardless of the source of its income (a "Non-U.S. Lender") shall
deliver to the Company and the Administrative Agent, and if applicable, the
assigning Lender (or, in the case of a Participant, to the Lender from
which the related participation shall have been purchased) on or before the
date on which it becomes a party to this Agreement (or, in the case of a
Participant, on or before the date on which such Participant purchases the
related participation) either:

          (A) (x) two duly completed and signed copies of either Internal
     Revenue Service Form W-8BEN (relating to such Non-U.S. Lender and
     entitling it to a complete exemption from withholding of U.S. Taxes on
     all amounts to be received by such Non-U.S. Lender pursuant to this
     Agreement and the other Credit Documents) or Form W-8ECI (relating to
     all amounts to be received by such Non-U.S. Lender pursuant to this
     Agreement and the other Credit Documents), or successor and related
     applicable forms, as the case may be, and (y) two duly completed and
     signed copies of Internal Revenue Service Form W-8 or W-9, or
     successor and related applicable forms, as the case may be (including,
     where applicable with respect to both clause (x) and clause (y), any
     such forms required to be provided to certify to such exemption on
     behalf of all of such Non-U.S. Lender's beneficial owners); or

          (B) in the case of a Non-U.S. Lender that is not a "bank" within
     the meaning of Section 881(c)(3)(A) of the Code and that does not
     comply with the requirements of clause (A) hereof, (x) a statement in
     the form of Exhibit G (or such other form of statement as shall be
     reasonably requested by the Company from time to time) to the effect
     that such Non-U.S. Lender is eligible for a complete exemption from
     withholding of U.S. Taxes under Code Section 871(h) or 881(c) (and,
     where applicable, such statements to certify to eligibility for such
     exemption of all of such Non-U.S. Lender's beneficial owners), and (y)
     two duly completed and signed copies of Internal Revenue Service Form
     W-8BEN or successor and related applicable form (including, where
     applicable, such forms with respect to all of such Non-U.S. Lender's
     beneficial owners)(it being understood and agreed that no Participant
     and, without the prior written consent of the Company described in
     clause (C) of the proviso to the first sentence of subsection 11.6(c),
     no Assignee shall be entitled to deliver any forms or statements
     pursuant to this clause (B), but rather shall be required to deliver
     forms pursuant to clause (A) of this subsection 4.18(e)).

Each Non-U.S. Lender that delivers a statement in the form of Exhibit G (or
such other form of statement as shall have been requested by the Company)
agrees that it shall be the sole beneficial and record owner of Loans or
Notes held by it. Further, each Non-U.S. Lender agrees (i) to deliver to
the Company and the Administrative Agent, and if applicable, the assigning
Lender (or, in the case of a Participant, to the Lender from which the
related participation shall have been purchased) two further duly completed
and signed copies of such Forms W-8BEN, W-8ECI or W-9, as the case may be,
(and, where applicable, such forms relating to all of its beneficial
owners) or successor and related applicable forms, on or before the date
that any such form expires or becomes obsolete and promptly after the
occurrence of any event requiring a change from the most recent form(s)
previously delivered by it to the Company (or, in the case of a
Participant, to the Lender from which the related participation shall have
been purchased) in accordance with applicable U.S. laws and regulations,
(ii) in the case of a Non-U.S. Lender that delivers a statement in the form
of Exhibit G (or such other form of statement as shall have been requested
by the Company), to deliver to the Company and the Administrative Agent,
and if applicable, the assigning Lender, such statement (including, where
applicable, any such statements from its beneficial owners) on an annual
basis on the anniversary of the date on which such Non-U.S. Lender became a
party to this Agreement and to deliver promptly to the Company and the
Administrative Agent, and if applicable, the assigning Lender, such
additional statements and forms as shall be reasonably requested by the
Company from time to time, and (iii) to notify promptly the Company and the
Administrative Agent (or, in the case of a Participant, the Lender from
which the related participation shall have been purchased) if it is no
longer able to deliver, or if it is required to withdrawn or cancel, any
form or statement previously delivered by it pursuant to this subsection
4.18(e). Each Non-U.S. Lender agrees to indemnify and hold harmless the
Company from and against any taxes, penalties, interest or other costs or
losses (including, without limitation, reasonable attorneys' fees and
expenses) incurred or payable by the Company as a result of the failure of
the Company to comply with its obligations to deduct or withhold any U.S.
Taxes from any payments made pursuant to this Agreement to such Non-U.S.
Lender or the Administrative Agent which failure resulted from the
Company's reliance on any form, statement, certificate or other information
provided to it by such Non-U.S. Lender pursuant to clause (B) or clause
(ii) of this subsection 4.18(e). The Company hereby agrees that for so long
as a Non-U.S. Lender complies with this subsection 4.18(e), the Company
shall not withhold any amounts from any payments made pursuant to this
Agreement to such Non-U.S. Lender, unless the Company reasonably determines
that it is required by law to withhold or deduct any amounts from any
payments made to such Non-U.S. Lender pursuant to this Agreement.
Notwithstanding any other provision of this subsection 4.18(e), a Non-U.S.
Lender shall not be required to deliver any form or statement pursuant to
the immediately preceding sentences in this subsection 4.18(e) that such
Non-U.S. Lender is not legally able to deliver (it being understood and
agreed that the Company shall withhold or deduct such amounts from any
payments made to such Non-U.S. Lender that the Company reasonably
determines are required by law). If any Credit Party other than the Company
makes any payment to any Non-U.S. Lender under any Credit Document, the
foregoing provisions of this subsection 4.18(e) shall apply to such
Non-U.S. Lender and such Credit Party as if such Credit Party were the
Company (but a Non-U.S. Lender shall not be required to provide any form or
make any statement to any such Credit Party unless such Non-U.S. Lender has
received a request to do so from such Credit Party and has a reasonable
time to comply with such request).

          4.19 Illegality. Notwithstanding any other provisions herein, if
any Requirement of Law or any change therein or in the interpretation or
application thereof occurring after the date that any lender becomes a
Lender party to this Agreement, shall make it unlawful for such Lender to
make or maintain Eurodollar Loans as contemplated by this Agreement, the
commitment of such Lender hereunder to make Eurodollar Loans or to convert
all or a portion of ABR Loans into Eurodollar Loans shall forthwith be
cancelled and such Lender's Loans then outstanding as Eurodollar Loans, if
any, shall, if required by law and if such Lender so requests, be converted
automatically to ABR Loans on the date specified by such Lender in such
request. To the extent that such affected Eurodollar Loans are converted
into ABR Loans, all payments of principal which would otherwise be applied
to such Eurodollar Loans shall be applied instead to such Lender's ABR
Loans. The Company hereby agrees promptly to pay any Lender, upon its
demand, any additional amounts necessary to compensate such Lender for any
costs incurred by such Lender in making any conversion in accordance with
this subsection 4.19 including, but not limited to, any interest or fees
payable by such Lender to lenders of funds obtained by it in order to make
or maintain its Eurodollar Loans hereunder (such Lender's notice of such
costs, as certified to the Company through the Administrative Agent, to be
conclusive absent manifest error).

          4.20 Requirements of Law. (a) In the event that, at any time after
the date hereof, any Requirement of Law or any change therein or in the
interpretation or application thereof or compliance by any Lender with any
request or directive (whether or not having the force of law) from any
central bank or other Governmental Authority:

               (i) does or shall subject any Lender to any tax of any kind
     whatsoever with respect to this Agreement, any Note or any Eurodollar
     Loans made by it, or change the basis of taxation of payments to such
     Lender of principal, commitment fee, interest or any other amount
     payable hereunder (except for changes in the rate of tax on the
     overall net income of such Lender);

               (ii) does or shall impose, modify or hold applicable any
     reserve, special deposit, compulsory loan or similar requirement
     against assets held by, or deposits or other liabilities in or for the
     account of, advances or loans by, or other credit extended by, or any
     other acquisition of funds by, any office of such Lender which are not
     otherwise included in the determination of the Eurodollar Rate; or

               (iii) does or shall impose on such Lender any other
     condition;

and the result of any of the foregoing is to increase the cost to such
Lender of making, converting, renewing or maintaining advances or
extensions of credit or to reduce any amount receivable hereunder, in each
case, in respect of its Eurodollar Loans, then, in any such case, the
Company shall promptly pay such Lender, on demand, any additional amounts
necessary to compensate such Lender for such additional cost or reduced
amount receivable which such Lender deems to be material as determined by
such Lender with respect to such Eurodollar Loans, together with interest
on each such amount from the date demanded until payment in full thereof at
a rate per annum equal to the ABR plus the Applicable Margin for ABR Loans.

          (b) In the event that at any time after the date hereof, any
Change in Law with respect to any Lender shall, in the opinion of such
Lender, require that any Commitment of such Lender be treated as an asset
or otherwise be included for purposes of calculating the appropriate amount
of capital to be maintained by such Lender or any corporation controlling
such Lender, and such Change in Law shall have the effect of reducing the
rate of return on such Lender's or such corporation's capital, as the case
may be, as a consequence of such Lender's obligations hereunder to a level
below that which such Lender or such corporation, as the case may be, could
have achieved but for such Change in Law (taking into account such Lender's
or such corporation's policies, as the case may be, with respect to capital
adequacy) by an amount deemed by such Lender to be material, then from time
to time following notice by such Lender to the Company of such Change in
Law as provided in paragraph (c) of this subsection 4.20, within 15 days
after demand by such Lender, the Company shall pay to such Lender such
additional amount or amounts as will compensate such Lender or such
corporation, as the case may be, for such reduction.

          (c) If any Lender becomes entitled to claim any additional
amounts pursuant to this subsection 4.20, it shall promptly notify the
Company, through the Administrative Agent, of the event by reason of which
it has become so entitled. If any Lender has notified the Company through
the Administrative Agent of any increased costs pursuant to paragraph (a)
of this subsection 4.20, the Company at any time thereafter may, upon at
least two Working Days' notice to the Administrative Agent (which shall
promptly notify the Lenders thereof), and subject to subsection 4.21,
prepay (or convert into ABR Loans) all (but not a part) of the Eurodollar
Loans then outstanding. Each Lender agrees that, upon the occurrence of any
event giving rise to the operation of paragraph (a) of this subsection 4.20
with respect to such Lender, it will, if requested by the Company and to
the extent permitted by law or by the relevant Governmental Authority,
endeavor in good faith to avoid or minimize the increase in costs or
reduction in payments resulting from such event (including, without
limitation, endeavoring to change its Eurodollar Lending Office); provided,
however, that such avoidance or minimization can be made in such a manner
that such Lender, in its sole determination, suffers no economic, legal or
regulatory disadvantage. If any Lender has notified the Company, through
the Administrative Agent, of any increased costs pursuant to paragraph (b)
of this subsection 4.20, the Company at any time thereafter may, upon at
least three Business Days' notice to the Administrative Agent (which shall
promptly notify the Lenders thereof), and subject to subsection 4.21,
reduce or terminate the Commitments in accordance with subsection 4.4.

          (d) A certificate submitted by such Lender, through the
Administrative Agent, to the Company shall be conclusive in the absence of
manifest error. The covenants contained in this subsection 4.20 shall
survive the termination of this Agreement and payment of the outstanding
Notes.

          4.21 Indemnity. The Company agrees to indemnify each Lender and
to hold such Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by the Company in payment
of the principal amount of or interest on any Eurodollar Loans of such
Lender, including, but not limited to, any such loss or expense arising
from interest or fees payable by such Lender to lenders of funds obtained
by it in order to make or maintain its Eurodollar Loans hereunder, (b)
default by the Company in making a borrowing of Eurodollar Loans after the
Company has given a notice in accordance with subsection 4.1 or in making a
conversion of ABR Loans to Eurodollar Loans after the Company has given
notice in accordance with subsection 4.3, (c) default by the Company in
making any prepayment of Eurodollar Loans after the Company has given a
notice in accordance with subsections 4.5 and 4.6 or (d) a payment or
prepayment of a Eurodollar Loan or conversion of any Eurodollar Loan into
an ABR Loan, in either case on a day which is not the last day of an
Interest Period with respect thereto, including, but not limited to, any
such loss or expense arising from interest or fees payable by such Lender
to lenders of funds obtained by it in order to maintain its Eurodollar
Loans hereunder. This covenant shall survive termination of this Agreement
and payment of the outstanding Obligations.


          SECTION 5.  REPRESENTATIONS AND WARRANTIES
                      ------------------------------

          In order to induce the Lenders to enter into this Agreement and
to continue and make the Loans, the Company hereby represents and warrants
to each Lender and the Administrative Agent, on and as of the Closing Date
and on the date of each Loan made, that:

          5.1 Corporate Existence; Compliance with Law. Each Credit Party
and each of its Subsidiaries (a) is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation, (b) has the corporate power and authority and the legal
right to own and operate its property, to lease the property it operates
and to conduct the business in which it is currently engaged, except to the
extent that the failure to possess such corporate power and authority and
such legal right would not, in the aggregate, have a Material Adverse
Effect, (c) is duly qualified as a foreign corporation and in good standing
under the laws of each jurisdiction where its ownership, lease or operation
of property or the conduct of its business requires such qualification,
except where the failure to be so qualified would not have Material Adverse
Effect and (d) is in compliance with all Requirements of Law (including,
without limitation, the Comprehensive Environmental Response, Compensation
and Liability Act, any so-called "Superfund" or "Superlien" law, or any
applicable federal, state, local or other statute, law, ordinance, code,
rule, regulation, order or decree regulating, relating to, or imposing
liability or standards of conduct concerning, any Hazardous Materials),
except to the extent that the failure to comply therewith would not, in the
aggregate, have a Material Adverse Effect.

          5.2 Corporate Power; Authorization. Each Credit Party has the
corporate power and authority and the legal right to make, deliver and
perform the Credit Documents to which it is a party and to pledge the
Pledged Stock pursuant to the Pledge Agreement to which it is a party, and
the Company has the corporate power and authority and legal right to borrow
hereunder. Each Credit Party has taken all necessary corporate action to
authorize the execution, delivery and performance of the Credit Documents
to which it is a party, the pledge of the Pledged Stock pursuant to the
Pledge Agreement to which it is a party and, in case of the Company, to
authorize the borrowings hereunder. No consent or authorization of, or
filing with, any Person (including, without limitation, any Governmental
Authority) is required in connection with the execution, delivery or
performance by any Credit Party, or the use of proceeds of the Loans on the
Closing Date as contemplated hereby, or the validity or enforceability
against any Credit Party, of any Credit Document, to the extent that it is
a party thereto, or the pledge of the Pledged Stock pursuant to the Pledge
Agreements, or the guarantee of the Obligations pursuant to the Guarantees.

          5.3 Enforceable Obligations. Each of the Credit Documents has
been duly executed and delivered on behalf of the Credit Party thereto and
each of such Credit Documents constitutes the legal, valid and binding
obligation of such Credit Party, enforceable against such Credit Party in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar
laws affecting creditors' rights generally and by general principles of
equity (regardless of whether enforcement is sought in a proceeding in
equity or at law).

          5.4 No Legal Bar. The performance of each Credit Document, the
pledge of the Pledged Stock pursuant to the Pledge Agreements, the
guarantee of the Obligations pursuant to the Guarantees and the use of the
proceeds of the Loans will not violate any Requirement of Law or any
Contractual Obligation applicable to or binding upon any Credit Party, any
of its Subsidiaries or any of its properties or assets, which violations,
individually or in the aggregate, would have a material adverse effect on
the ability of such Credit Party to perform its obligations under the
Credit Documents to the extent that it is a party thereto, or which would
give rise to any liability on the part of the Administrative Agent or any
Lender, or which would have a Material Adverse Effect, and will not result
in the creation or imposition of (or the obligation to create or impose)
any Lien (other than liens created pursuant to the Credit Documents) on any
of its or their respective properties or assets pursuant to any Requirement
of Law applicable to it or them, as the case may be, or any of its or their
Contractual Obligations, except for the Liens arising under the Pledge
Agreements.

          5.5 No Material Litigation. No litigation or investigation known
to the Company through receipt of written notice or proceeding of or by any
Governmental Authority or any other Person is pending against any Credit
Party or any of its Subsidiaries, including, without limitation, the
investigations, actions, suits and proceedings described in Schedule 5.5,
(a) with respect to the validity, binding effect or enforceability of any
Credit Document or with respect to the Loans made hereunder, the use of
proceeds thereof and the other transactions contemplated hereby or thereby,
or (b) which would have a Material Adverse Effect.

          5.6 Financial Condition.
              -------------------

          (a) The audited consolidated balance sheet of Holdings and its
Subsidiaries at December 31, 1998, and the related consolidated statements
of operations, stockholders' equity and cash flows for the fiscal year
ended on such date, reported on by Deloitte & Touche LLP, copies of each of
which have heretofore been furnished to each Lender, present fairly in
accordance with GAAP in all material respects the consolidated financial
condition of Holdings and its Subsidiaries as at such date, and the
consolidated results of their operations and cash flows for the fiscal
period then ended. All such financial statements, including the related
schedules and notes thereto, have been prepared in accordance with GAAP
applied consistently throughout the period involved (except as concurred in
by the Accountants (as defined below)). Except as disclosed in the 1998 10K
neither Holdings nor any of its Subsidiaries had, as of the date of such
financial statements, any material obligation, contingent or otherwise,
which was not reflected in the foregoing statements or in the notes thereto
and which would have a Material Adverse Effect.

          (b) Except as set forth in the 1998 10K, there have not been any
events or states of fact which individually or in the aggregate would have
a Material Adverse Effect.

          (c) Between December 31, 1998 and the Closing Date, except as
disclosed in Schedule 5.6(c) or pursuant to the Stock Repurchase Program,
no dividends or other distributions have been declared, paid or made upon
any shares of capital stock of the Company nor have any shares of capital
stock of the Company been redeemed, retired, purchased or otherwise
acquired by the issuer thereof.

          5.7 Investment Company Act. Neither any Credit Party nor any of
its Subsidiaries is an "investment company" or a company "controlled" by an
"investment company" (as each of the quoted terms is defined or used in the
Investment Company Act of 1940, as amended).

          5.8 Federal Regulation. No part of the proceeds of any of the
Loans will be used for any purpose which violates, or which would be
inconsistent with, the provisions of Regulation T, U or X of the Board.
Neither the Company nor any of its Subsidiaries is engaged or will engage,
principally or as one of its important activities, in the business of
extending credit for the purpose of "purchasing" or "carrying" any "margin
stock" within the respective meanings of each of the quoted terms under
said Regulation U.

          5.9 No Default. Neither the Company nor any of its Subsidiaries
is in default in the payment or performance of any of its or their
Contractual Obligations in any respect which would have a Material Adverse
Effect. Neither the Company nor any of its Subsidiaries is in default under
any order, award or decree of any Governmental Authority or arbitrator
binding upon or affecting it or them or by which any of its or their
properties or assets may be bound or affected in any respect which would
have a Material Adverse Effect and no such order, award or decree would
materially adversely affect the ability of the Company and its Subsidiaries
taken as a whole to carry on their businesses as presently conducted or the
ability of any Credit Party to perform its obligations under any Credit
Document to which it is a party.

          5.10 No Burdensome Restrictions. Neither the Company nor any of
its Subsidiaries is a party to or is bound by any Contractual Obligation or
subject to any Requirement of Law or other corporate restriction which
would have a Material Adverse Effect.

          5.11 Taxes. Each of the Company and its Subsidiaries has filed or
caused to be filed or has timely requested an extension to file or has
received an approved extension to file all tax returns which, to the
knowledge of the Company, are required to have been filed, and has paid all
taxes shown to be due and payable on said returns or extension requests or
on any assessments made against it or any of its property and all other
taxes, fees or other charges imposed on it or any of its property by any
Governmental Authority (other than those the amount or validity of which is
currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided in the
books of the Company or its Subsidiaries, as the case may be), except any
such filings or taxes, fees or charges, the making of or the payment of
which, or the failure to make or pay, would not have a Material Adverse
Effect, and, to the knowledge of the Company, no claims are being asserted
with respect to any such taxes, fees or other charges (other than those the
amount or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity
with GAAP have been provided in the books of the Company or its
Subsidiaries, as the case may be), except as to any such taxes, fees or
other charges, the payment of which, or the failure to pay, would not have
a Material Adverse Effect.

          5.12 Subsidiaries. As of the Closing Date, the Subsidiaries of
the Company listed on Schedule 5.12A constitute all of the Domestic
Subsidiaries of the Company and the Subsidiaries listed on Schedule 5.12B
constitute all of the Foreign Subsidiaries of the Company.

          5.13 Ownership of Property; Liens. Except as set forth in the
1998 10K, the Company and each of its Subsidiaries has good and marketable
title to, or valid and subsisting leasehold interests in, all its
respective material real property, and good title to all its respective
material other property, and none of such property is subject, except as
permitted hereunder, to any Lien (including, without limitation and subject
to subsection 8.2 hereof, Federal, state and other tax liens).

          5.14 ERISA. No "prohibited transaction" (as defined in Section
406 of ERISA or Section 4975 of the Code) or "accumulated funding
deficiency" (as defined in Section 302 of ERISA) or Reportable Event (other
than a Reportable Event with respect to which the 30-day notice requirement
under Section 4043 of ERISA has been waived) has occurred during the five
years preceding each date on which this representation is made or deemed
made with respect to any Plan in any case the consequences of which would
have a Material Adverse Effect. Except as disclosed in Schedule 5.14, the
present value of all accrued benefits under each Single Employer Plan
maintained by the Company or a Commonly Controlled Entity (based on those
assumptions used to fund such Plan) did not, as of the most recent annual
valuation date in respect of each such Plan, exceed the fair market value
of the assets of the Plan (including for these purposes accrued but unpaid
contributions) allocable to such benefits by more than $2,000,000, and the
present value of all accrued benefits under all such Single Employer Plans
under which the present value of benefits exceeds the assets allocable
thereto did not, as of such valuation date, exceed the fair market value of
all such Plans (including for these purposes accrued but unpaid
contributions) allocable to such benefits by more than $15,000,000. The
liability to which the Company or any Commonly Controlled Entity would
become subject under ERISA if the Company or any such Commonly Controlled
Entity were to withdraw completely from all Multiemployer Plans as of the
valuation date most closely preceding the date hereof would not have a
Material Adverse Effect. No Multiemployer Plan is either in Reorganization
or Insolvent in any case the consequences of which would have a Material
Adverse Effect.

          5.15 Year 2000. The Company reasonably anticipates that it will
on a timely basis successfully resolve the risk that, after December 31,
1999, computer applications used by the Company may be unable to recognize
and properly perform date-sensitive functions involving required dates
prior to and all dates after December 31, 1999 (the "Year 2000 Problem")
for all of the Company's material computer applications. The Company, on
the basis of inquiries made, reasonably believes that each supplier and
vendor of the Company that is of material importance to the financial
well-being of the Company will also successfully resolve on a timely basis
the Year 2000 Problem for all of its material computer applications.

          SECTION 6. CONDITIONS PRECEDENT
                     --------------------

          6.1 Conditions to Effectiveness of this Agreement and Loans. The
effectiveness of this Agreement and the obligation of each Lender to make
its Loans on the Borrowing Date are subject to the satisfaction, or waiver
by the Lenders (or, in the case of conditions specified 6.1(g) or (p), by
the Administrative Agent) immediately prior to or concurrently with the
effectiveness of this Agreement or the making of such Loans, as the case
may be, of the following conditions precedent:

          (a) Term Loan Agreement. The Administrative Agent shall have
     received this Agreement, executed and delivered by a duly authorized
     officer of the Company with a counterpart for each Lender.

          (b) Pledge Agreements. The Collateral Agent shall have received
     the Holdings Pledge Agreement and the Company Pledge Agreement, each
     executed and delivered by a duly authorized officer of the Credit
     Party party thereto, together with (to the extent not otherwise
     previously received by the Administrative Agent) (i) (A) the Holdings
     Note, (B) the Subsidiary Note and (C) all stock certificates
     representing all of the Pledged Stock (as defined in such Pledge
     Agreement) and (ii) undated stock powers for each certificate
     representing such Pledged Stock, and undated endorsements to the
     Holdings Note and the Subsidiary Note, each duly executed in blank and
     delivered by a duly authorized officer of such Credit Party, and in
     each case accompanied by the acknowledgement and consent of each
     issuer of such Pledged Stock or such note thereunder, as the case may
     be, in the form annexed to each such Pledge Agreement.

          (c) Guarantees. The Administrative Agent shall have received (i)
     the Holdings Guarantee, executed and delivered by a duly authorized
     officer of Holdings, and (ii) the Subsidiary Guarantee, executed and
     delivered by a duly authorized officer of each Subsidiary Guarantor.

          (d) Amendment of 1996 Credit Agreement. The Administrative Agent
     shall have received evidence satisfactory to it that the 1996 Credit
     Agreement has been amended by the Sixth Amendment.

          (e) Amendment of Holdings Note. The Administrative Agent shall
     have received evidence reasonably satisfactory to it that the Holdings
     Note has been amended to extend the maturity date thereof to October
     1, 2004 and to include the Obligations as senior debt thereunder.

          (f) [RESERVED]

          (g) Legal Opinions. The Administrative Agent shall have received
     such legal opinions covering the transactions contemplated by this
     Agreement as the Administrative Agent shall reasonably request, dated
     the Closing Date and addressed to the Administrative Agent and the
     Lenders, including, (i) an opinion of Fried, Frank, Harris, Shriver &
     Jacobson, counsel to Holdings and the Company, substantially in the
     form of Exhibit H-1 hereto with such changes thereto as may be
     approved by and otherwise in form and substance reasonably
     satisfactory to the Administrative Agent and its counsel and (ii) an
     opinion of General Counsel to the Company, substantially in the form
     of Exhibit H-2 hereto with such changes thereto as may be approved by
     and otherwise in form and substance reasonably satisfactory to the
     Administrative Agent and its counsel. Such opinions shall also cover
     such other matters incident to the transactions contemplated by this
     Agreement as the Administrative Agent shall reasonably require.

          (h) Insurance. The Administrative Agent shall have received a
     schedule describing all insurance maintained by the Company and its
     Subsidiaries pursuant to subsection 7.5(b), which schedule shall set
     forth for each insurance policy the scope of coverage, the policy
     limits and deductibles, the insurer and the expiration date.

          (i) [RESERVED]

          (j) Closing Certificates. The Administrative Agent shall have
     received a Closing Certificate of Holdings, the Company and each
     Subsidiary Guarantor, dated the Closing Date, substantially in the
     form of Exhibits I-1, I-2 and I-3 hereto, respectively, with
     appropriate insertions and attachments, satisfactory in form and
     substance to the Administrative Agent and its counsel, executed by the
     President or any Vice President and the Secretary or any Assistant
     Secretary of Holdings, the Company and each Subsidiary Guarantor,
     respectively.

          (k) Financial Information. The Administrative Agent shall have
     received a copy of (i) the financial statements referred to in
     subsection 5.6(a) and such financial statements for the year ended
     December 31, 1997, (ii) a pro forma balance sheet of the Company as at
     December 31, 1998, adjusted to give effect to the Stock Repurchase
     Program, the Loans to be made and the use of proceeds thereof and
     (iii) the 1998 Form 10K, in each case with a photocopy thereof for
     each Lender.

          (l) No Legal Constraints. Except as disclosed in the 1998 10K, no
     litigation, inquiry, injunction or restraining order shall be pending,
     entered or threatened (including any proposed statute, rule or
     regulation) which is reasonably likely to have a Material Adverse
     Effect or a material adverse effect on (i) the Stock Repurchase
     Program and the transactions related thereto, (ii) the ability of the
     Credit Parties to perform their obligations under the Credit Documents
     or (iii) the rights and remedies of the Administrative Agent and the
     Lenders under the Credit Documents.

          (m) Absence of Other Developments. Except as disclosed in the
     1998 10K, there shall not have occurred any change, or development or
     event involving a prospective change, which in either case is
     reasonably likely to have a Material Adverse Effect or a material
     adverse effect on the rights and remedies of the Administrative Agent
     and the Lenders under the Credit Documents.

          (n) Events of Default Under Other Agreements. No default or event
     of default shall have occurred and be continuing under any capital
     stock or material Indebtedness of Holdings, the Company or their
     Subsidiaries (either before or after giving effect to the Stock
     Repurchase Program), or would occur after giving effect to the
     transactions contemplated hereby, except any such defaults or events
     of default which (i) have previously been waived or the obligation
     with respect to which such default or breach has occurred has been or
     will be refinanced and extinguished on or prior to the Closing Date or
     (ii) would otherwise not have a Material Adverse Effect (either before
     or after giving effect to the Stock Repurchase Program) or a material
     adverse effect on the transactions contemplated hereby.

          (o) Fees. The Administrative Agent shall have received for the
     account of the Lenders, or for its own account, as the case may be,
     all fees and expenses payable to the Lenders and the Administrative
     Agent on or prior to the Closing Date.

          (p) Related Agreements. The Administrative Agent shall have
     received each additional document, instrument or piece of information
     reasonably requested by the Lenders, including, without limitation, a
     copy of any debt instrument, security agreement or other material
     contract to which any Credit Party or any of their Subsidiaries is a
     party.

          (q) Additional Matters. All other documents and legal matters in
     connection with the transactions contemplated by this Agreement shall
     be satisfactory in form and substance to the Administrative Agent and
     its counsel.

          6.2 Conditions to All Loans. The obligation of each Lender to
make any Loan is subject to the satisfaction of the following conditions
precedent on the relevant Borrowing Date:

          (a) Representations and Warranties. If such Loan is made on the
     Closing Date, each of the representations and warranties made in or
     pursuant to Section 5 or which are contained in any other Credit
     Document or in any certificate, document or financial or other
     statement furnished by or on behalf of Holdings, the Company or any
     Subsidiary thereof, at any time under or in connection herewith, shall
     be true and correct in all material respects on and as of the Closing
     Date as if made on and as of the Closing Date (unless stated to relate
     to a specific earlier date, in which case such representations and
     warranties shall be true and correct in all material respects as of
     such earlier date). If such Loan is made subsequent to the Closing
     Date, each of the representations and warranties made in or pursuant
     to Section 5 or which are contained in any other Credit Document or in
     any certificate, document or financial or other statement furnished by
     or on behalf of Holdings, the Company or any Subsidiary thereof shall
     be true and correct in all material respects on and as of the date of
     such Loan as if made on and as of such date (unless stated to relate
     to a specific earlier date, in which case such representations and
     warranties shall be true and correct in all material respects as of
     such earlier date).

          (b) No Default or Event of Default. No Default or Event of
     Default shall have occurred and be continuing on such date or after
     giving effect to the Loan to be made on such Borrowing Date.

          Each borrowing by the Company hereunder shall constitute a
representation and warranty by the Company as of the date of such borrowing
that the conditions in clauses (a) and (b) of this subsection 6.2 have been
satisfied.


          SECTION 7. AFFIRMATIVE COVENANTS
                     ---------------------

          The Company hereby agrees that, so long as the Commitments remain
in effect, any Loan or Note remains outstanding and unpaid or any other
amount is owing to any Lender or the Administrative Agent hereunder, it
shall, and, in the case of the agreements contained in subsections 7.3,
7.4, 7.5, 7.6 and 7.8 cause each of its Subsidiaries to:

          7.1 Financial Statements. Furnish to the Administrative Agent
(with sufficient copies for each Lender):

          (a) as soon as available, but in any event within 90 days after
     the end of each fiscal year of Holdings, a copy of the consolidated
     balance sheet of Holdings and its consolidated Subsidiaries as at the
     end of such year and the related consolidated statements of
     operations, stockholders' equity and cash flows for such year, setting
     forth in each case in comparative form the figures for the previous
     year, reported on without a "going concern" or like qualification or
     exception, or qualification arising out of the scope of the audit, by
     Deloitte & Touche LLP or other independent certified public
     accountants of nationally recognized standing not unacceptable to the
     Required Lenders (the "Accountants"); provided that if for any reason
     whatsoever the consolidated balance sheet of Holdings and its
     consolidated Subsidiaries and the related consolidated statements of
     operations, stockholders' equity and cash flows for any fiscal year
     would be materially different from the consolidated balance sheet of
     the Company and its consolidated Subsidiaries and the related
     consolidated statements of operations, stockholders' equity and cash
     flows for such fiscal year, then the Company shall also provide, as
     soon as available, but in any event within 90 days after the end of
     each fiscal year of the Company, a copy of the consolidated balance
     sheet of the Company and its consolidated Subsidiaries as at the end
     of such year and the related consolidated statements of operations,
     stockholders' equity and of cash flows for such year, setting forth in
     each case in comparative form the figures for the previous year,
     reported on without a "going concern" or like qualification or
     exception, or qualification arising out of the scope of the audit, by
     the Accountants;

          (b) as soon as available, but in any event not later than 45 days
     after the end of each of the first three quarterly periods of each
     fiscal year of Holdings, the unaudited consolidated balance sheet of
     Holdings and its consolidated Subsidiaries as at the end of such
     quarter and the related unaudited consolidated statements of
     operations, stockholders' equity and cash flows of Holdings and its
     consolidated Subsidiaries for such quarter and the portion of the
     fiscal year through the end of such quarter, setting forth in each
     case in comparative form the figures for the previous year, certified
     by a Responsible Officer as being fairly stated in all material
     respects (subject to normal year-end audit adjustments); provided that
     if for any reason whatsoever the unaudited consolidated balance sheet
     of Holdings and its consolidated Subsidiaries and the related
     unaudited consolidated statements of operations, stockholders' equity
     and cash flows for such quarter would be materially different from the
     unaudited consolidated balance sheet of the Company and its
     consolidated Subsidiaries and the related unaudited consolidated
     statements of operations, stockholders' equity and cash flows for such
     quarter, then the Company shall also provide, as soon as available,
     but in any event not later than 45 days after the end of each of the
     first three quarterly periods of each fiscal year of the Company, the
     unaudited consolidated balance sheet of the Company and its
     consolidated Subsidiaries as at the end of such quarter and the
     related unaudited consolidated statements of operations, stockholders'
     equity and cash flows of the Company and its consolidated Subsidiaries
     for such quarter and the portion of the fiscal year through the end of
     such quarter, setting forth in each case in comparative form the
     figures for the previous year, certified by a Responsible Officer as
     being fairly stated in all material respects (subject to normal
     year-end audit adjustments);

          (c) as soon as available, but in any event within 60 days after
     the beginning of each fiscal year of Holdings to which such budget
     relates, an annual operating budget, on a consolidated basis, for
     Holdings and its Subsidiaries, as adopted by the Board of Directors of
     the Company;

all financial statements shall be prepared in reasonable detail (except
that interim statements may be condensed and may exclude detailed footnote
disclosure to the extent consistent with the rules and regulations of the
Securities and Exchange Commission relating to the presentation of
financial information in Quarterly Reports on Form 10-Q) in all material
respects (subject, in the case of interim statements, to normal year-end
audit adjustments) and in accordance with GAAP applied consistently
throughout the periods reflected therein and with prior periods (except as
concurred in by the Accountants or officer, as the case may be, and
disclosed therein and except that interim financial statements need not be
restated for changes in accounting principles which require retroactive
application, and operations which have been discontinued (as defined in
Accounting Principles Board Opinion No. 30) during the current year need
not be shown in interim financial statements as such either for the current
period or comparable prior period). In the event Holdings changes its
accounting methods because of changes in GAAP, or any change in GAAP occurs
which increases or diminishes the protection and coverage afforded to the
Lenders under current GAAP accounting methods, the Company or the
Administrative Agent, as the case may be, may request of the other parties
to this Agreement an amendment of the financial covenants contained in this
Agreement to reflect such changes in GAAP and to provide the Lenders with
protection and coverage equivalent to that existing prior to such changes
in accounting methods or GAAP, and each of the Company, the Administrative
Agent and the Lenders agree to consider such request in good faith.

          7.2 Certificates; Other Information. Furnish to the
Administrative Agent (with sufficient copies for each Lender):

          (a) concurrently with the delivery of the consolidated financial
     statements referred to in subsection 7.1(a), a letter from the
     independent certified public accountants reporting on such financial
     statements stating that in making the examination necessary to express
     their opinion on such financial statements no knowledge was obtained
     of any Default or Event of Default, except as specified in such
     letter;

          (b) concurrently with the delivery of the financial statements
     referred to in subsections 7.1(a) and (b), a certificate of the chief
     financial officer of the Company (i) stating that, to the best of such
     officer's knowledge, each of Holdings, the Company and their
     respective Subsidiaries has observed or performed all of its covenants
     and other agreements, and satisfied every condition, contained in this
     Agreement, the Notes and the other Credit Documents to be observed,
     performed or satisfied by it, and that such officer has obtained no
     knowledge of any Default or Event of Default except as specified in
     such certificate, (ii) showing in detail as of the end of the related
     fiscal period the figures and calculations supporting such statement
     in respect of subsections 8.1(d) and (e)(ii), 8.3(c), 8.5(e), 8.7,
     8.8, 8.10 and 8.13, and (iii) showing in detail as of the end of the
     related fiscal period the Interest Coverage Ratio and the Leverage
     Ratio of Holdings and its Subsidiaries and the calculations supporting
     such statement and stating the Applicable Margin payable as a result
     of such ratios;

          (c) promptly upon receipt thereof, copies of all final reports
     submitted to Holdings and the Company by independent certified public
     accountants in connection with each annual, interim or special audit
     of the books of Holdings and the Company made by such accountants,
     including, without limitation, any final report pertaining to the
     company's internal control systems submitted by such accountants to
     management in connection with their annual audit;

          (d) promptly upon their becoming available, copies of all
     financial statements, reports, notices and proxy statements sent or
     made available generally by Holdings, the Company or any of their
     respective Subsidiaries and all regular and periodic reports and all
     final registration statements and final prospectuses, if any, filed by
     Holdings, the Company or any of their respective Subsidiaries with any
     securities exchange or with the Securities and Exchange Commission or
     any Governmental Authority succeeding to any of its functions;

          (e) concurrently with the delivery of the financial statements
     referred to in subsections 7.1(a) and (b), a management summary
     describing and analyzing the performance of Holdings, the Company and
     their respective Subsidiaries during the periods covered by such
     financial statements; and

          (f) promptly, such additional financial and other information as
     any Lender may from time to time reasonably request.

          7.3 Payment of Obligations. Pay, discharge or otherwise satisfy
at or before maturity or before they become delinquent, as the case may be,
all of its obligations and liabilities of whatever nature (including,
without limitation, taxes), except (a) when the amount or validity thereof
is currently being contested in good faith by appropriate proceedings and
reserves in conformity with GAAP with respect thereto have been provided on
the books of the Company or any of its Subsidiaries, as the case may be,
(b) for delinquent obligations which do not have a Material Adverse Effect
and (c) for trade and other accounts payable in the ordinary course of
business in accordance with customary trade terms and which are not overdue
for a period of more than 90 days (or any longer period if longer payment
terms are accepted in the ordinary course of business) or, if overdue for
more than 90 days (or such longer period), as to which a dispute exists and
adequate reserves in conformity with GAAP have been established on the
books of the Company and its Subsidiaries, as the case may be.

          7.4 Conduct of Business and Maintenance of Existence. Continue to
engage in business of the same general type as now conducted by it, and
preserve, renew and keep in full force and effect its corporate existence
and take all reasonable action to maintain all rights, privileges and
franchises necessary or desirable in the normal conduct of its business
except for rights, privileges and franchises the loss of which would not in
the aggregate have a Material Adverse Effect, and except as otherwise
permitted by subsections 8.4 and 8.5; and comply with all applicable
Requirements of Law except to the extent that the failure to comply
therewith would not, in the aggregate, have a Material Adverse Effect.

          7.5 Maintenance of Property; Insurance. (a) Keep all property
useful and necessary in its business in good working order and condition
(ordinary wear and tear excepted); and

          (b) Maintain with financially sound and reputable insurance
companies insurance on all its property in at least such amounts and with
only such deductibles as are usually maintained by, and against at least
such risks (but including, in any event, public liability and product
liability insurance) as are usually insured against in the same general
area, by companies engaged in the same or a similar business; and furnish
to each Lender, (i) annually, a schedule disclosing (in a manner
substantially similar to that used in the schedule provided pursuant to
subsection 6.1(h)) all insurance against aviation and products liability
risk maintained by the Company and its Subsidiaries pursuant to this
subsection 7.5(b) or otherwise and (ii) upon written request of any Lender,
full information as to the insurance carried; provided that the Company may
implement programs of self insurance in the ordinary course of business and
in accordance with industry standards for a company of similar size so long
as reserves are maintained in accordance with GAAP for the liabilities
associated therewith.

          7.6 Inspection of Property; Books and Records; Discussions. Keep
proper books of record and account in which full, true and correct entries
are made of all dealings and transactions in relation to its business and
activities which permit financial statements to be prepared in conformity
with GAAP and all Requirements of Law; and permit representatives of any
Lender upon reasonable notice to visit and inspect any of its properties
and examine and make abstracts from any of its books and records at any
reasonable time and as often as may reasonably be desired upon reasonable
notice during normal business hours, and to discuss the business,
operations, properties and financial and other condition of the Company and
its Subsidiaries with officers and employees thereof and with their
independent certified public accountants.

          7.7 Notices. Promptly give notice to the Administrative Agent and
each Lender:

          (a) of the occurrence of any Default or Event of Default;

          (b) of any (i) default or event of default under any instrument
     or other agreement, guarantee or collateral document of the Company or
     any of its Subsidiaries which default or event of default has not been
     waived and would have a Material Adverse Effect, or any other default
     or event of default under any such instrument, agreement, guarantee or
     other collateral document which, but for the proviso to clause (e) of
     Section 9, would have constituted a Default or Event of Default under
     this Agreement, or (ii) litigation, investigation or proceeding which
     may exist at any time between Holdings, the Company or any of their
     respective Subsidiaries and any Governmental Authority, or receipt of
     any notice of any environmental claim or assessment against Holdings,
     the Company or any of their respective Subsidiaries by any
     Governmental Authority, which in any such case would have a Material
     Adverse Effect;

          (c) of any litigation or proceeding affecting the Company or any
     of its Subsidiaries (i) in which more than $5,000,000 of the amount
     claimed is not covered by insurance or (ii) in which injunctive or
     similar relief is sought which if obtained would have a Material
     Adverse Effect;

          (d) of the following events, as soon as practicable after, and in
     any event within 30 days after, the Company knows thereof: (i) the
     occurrence of any Reportable Event with respect to any Single Employer
     Plan which Reportable Event could have a Material Adverse Effect, or
     (ii) the institution of proceedings or the taking of any other action
     by PBGC, the Company or any Commonly Controlled Entity to terminate,
     withdraw from or partially withdraw from any Plan and, with respect to
     a Multiemployer Plan, the Reorganization or Insolvency of such Plan,
     in each of the foregoing cases which could have a Material Adverse
     Effect, and in addition to such notice, deliver to the Administrative
     Agent and each Lender whichever of the following may be applicable:
     (A) a certificate of the chief financial officer of the Company
     setting forth details as to such Reportable Event and the action that
     the Company or such Commonly Controlled Entity proposes to take with
     respect thereto, together with a copy of any notice of such Reportable
     Event that may be required to be filed with PBGC, or (B) any notice
     delivered by PBGC evidencing its intent to institute such proceedings
     or any notice to PBGC that such Plan is to be terminated, as the case
     may be;

          (e) of a material adverse change known to the Company or any of
     its Subsidiaries in the business, financial condition, assets or
     results of operations of the Company and its Subsidiaries taken as a
     whole.

Each notice pursuant to this subsection 7.7 be accompanied by a statement
of the chief executive officer or the chief financial officer of the
Company setting forth details of the occurrence referred to therein and
stating what action the Company proposes to take with respect thereto.

          7.8 Additional Subsidiary Guarantors; Stock Pledge. (a) If any
Subsidiary of the Company or Holdings (whether presently existing or
hereafter created or acquired) shall become a Material Subsidiary, the
Company or Holdings shall cause to be pledged 100% of the issued and
outstanding stock of such Material Subsidiary owned by it pursuant to a
Pledge Agreement substantially in the form of Exhibit B or D, as
appropriate, each of which Pledge Agreements shall be accompanied by such
resolutions, incumbency certificates and legal opinions as are reasonably
requested by the Collateral Agent and its counsel; provided that if (x)(i)
such Material Subsidiary is a Domestic Subsidiary of the Company or
Holdings more than 65% of the assets of which are securities of foreign
Persons (such determination to be made on the basis of fair market value)
or (ii) such Material Subsidiary is a Foreign Subsidiary of the Company or
Holdings, only 65% of the stock of such Material Subsidiary shall be
required to be pledged pursuant to this subsection 7.8(a), or (y) such
Material Subsidiary is a Foreign Subsidiary of the Company or Holdings
which is owned by a Foreign Subsidiary of the Company or Holdings, none of
the stock of such Material Subsidiary shall be required to be pledged
pursuant to this Section 7.8(a).

          (b) If any Subsidiary of the Company or Holdings (whether
presently existing or hereafter created or acquired) shall become a
Material Subsidiary, the Company or Holdings shall cause such Material
Subsidiary to promptly thereafter execute and deliver a Guarantee in favor
of the Administrative Agent in substantially the form of Exhibit E, each of
which Guarantees shall be accompanied by such resolutions, incumbency
certificates and legal opinions as are reasonably requested by the
Administrative Agent and its counsel; provided that no Guarantee shall be
required to be delivered under this paragraph (b) by a Foreign Subsidiary
of the Company or Holdings or by a Material Subsidiary if more than 65% of
the assets of such Material Subsidiary are securities of foreign Persons
(such determination to be made on the basis of fair market value).

          (c) In the event that there shall be a Change in Law which
eliminates the adverse tax consequences to the Company, Holdings or any of
their Subsidiaries which would have resulted on the date hereof from (A)
the pledge of more than 65% of stock of any Foreign Subsidiary which is a
Material Subsidiary or any Domestic Subsidiary which is a Material
Subsidiary more than 65% of the assets of which are securities of foreign
Persons (such determination to be made on the basis of fair market value)
or (B) the guarantee by a Foreign Subsidiary which is a Material Subsidiary
or such a Domestic Subsidiary which is a Material Subsidiary of the Loans
and the other obligations of the Company hereunder, the Company shall
promptly thereafter (i) pledge and deliver, or shall cause to be pledged
and delivered, to the Collateral Agent such additional stock as can be so
pledged without any adverse tax consequences and (ii) cause any such
Foreign Subsidiary or Domestic Subsidiary which is a Material Subsidiary
and has not previously executed and delivered a Guarantee because of such
adverse tax consequences to deliver a Guarantee to the Administrative Agent
to the extent any such guarantee can be so executed and delivered without
any adverse tax consequences.

          (d) In the event that at any time after the date hereof any
Subsidiary, the stock of which is then pledged to the Collateral Agent for
the benefit of the Lenders hereunder, shall undertake a recapitalization
involving the incurrence of debt or the issuance of equity, such debt or
equity shall be evidenced by securities and the Company shall promptly
pledge, or cause to be pledged, such securities to the Collateral Agent,
for the ratable benefit of the Lenders, upon terms and subject to
conditions reasonably satisfactory to the Collateral Agent and, until the
Collateral Agent possesses a perfected security interest in such
securities, the Company shall hold such securities in trust for the
Collateral Agent; provided, however, that, except as set forth in clause
(c) above, if, (x)(i) such Subsidiary is a Domestic Subsidiary more than
65% of the assets of which are securities of foreign companies (such
determination to be made on the basis of fair market value) or (ii) such
Subsidiary is a Foreign Subsidiary, or (y) such Subsidiary is a Foreign
Subsidiary of the Company or Holdings that is owned by a Foreign Subsidiary
of the Company or Holdings the Company shall be required to pledge only
such portion of such securities so that, after giving effect thereto, only
65% of the stock of such Subsidiary in the case of clause (x) or no stock
of a Subsidiary in the case of clause (y) is pledged to the Collateral
Agent, for the ratable benefit of the Lenders, under the relevant Pledge
Agreement. The Collateral Agent and the Lenders agree that, simultaneously
with any such recapitalization, the Collateral Agent shall release
securities of any Subsidiary then held by it and exchange such securities
for those issued in connection with such recapitalization.

          (e) Notwithstanding the foregoing provisions of this subsection
7.8, a non-wholly owned Subsidiary acquired in a Permitted Acquisition or
owned directly or indirectly by any Person acquired in a Permitted
Acquisition shall not be required to deliver a Guarantee pursuant to this
Section 7.8 and to the extent that the pledge of any of the issued and
outstanding stock of any non-wholly owned Subsidiary acquired in the
Permitted Acquisition or owned directly or indirectly by any Person
acquired in a Permitted Acquisition would cause a breach or default of or
under any Contractual Obligation binding on the Company or any Subsidiary,
such pledge shall not be required by this subsection 7.8.

          SECTION 8. NEGATIVE COVENANTS
                     ------------------

          The Company hereby agrees that it shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly so long as the
Commitments remain in effect or any Loan or Note remains outstanding and
unpaid or any other amount is owing to any Lender or the Administrative
Agent hereunder:

          8.1 Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness, except:

          (a) Indebtedness of the Company hereunder;

          (b) Indebtedness outstanding on the date hereof and listed on
     Schedule 8.1;

          (c) Indebtedness in respect of Used Aircraft Inventory Financing
     in an aggregate amount outstanding at any time, when added (without
     duplication) to the aggregate amount of Contingent Obligations
     permitted under subsection 8.3(c) outstanding at such time, not to
     exceed $150,000,000;

          (d) Indebtedness of the Company and its Subsidiaries incurred for
     industrial revenue bonds, for capitalized lease obligations and for
     the deferred purchase price of newly acquired property of the Company
     and its Subsidiaries, in an amount (based on the remaining balance of
     the obligations therefor on the books of the Company and its
     Subsidiaries) which shall not exceed in the aggregate at any one time
     outstanding $75,000,000;

          (e) (i) Indebtedness of the Company to any Subsidiary Guarantor
     and of any Subsidiary Guarantor to the Company or any other Subsidiary
     Guarantor and (ii) additional Indebtedness of the Company or any
     Subsidiary Guarantor to any Subsidiary that is not a Subsidiary
     Guarantor and of any Subsidiary that is not a Subsidiary Guarantor to
     the Company or any Subsidiary Guarantor, in an aggregate amount for
     this clause (ii) not to exceed an aggregate principal amount of
     $10,000,000 outstanding at any time;

          (f) Indebtedness to the extent arising from or constituted by
     foreign currency exchange contracts permitted by subsection 8.13;

          (g) Indebtedness in the nature of unsecured standby letters of
     credit (other than the Standby Letters of Credit, as defined in the
     1996 Credit Agreement as in effect on the Closing Date) issued for the
     account of the Company or any Domestic Subsidiary not to exceed an
     aggregate face amount of $80,000,000 at any one time outstanding;

          (h) other Indebtedness of the Company or any of its Subsidiaries
     incurred in the ordinary course of their respective businesses in an
     aggregate principal amount not to exceed $10,000,000 outstanding at
     any time;

          (i) Permitted Acquisition Indebtedness; and

          (j) Indebtedness of the Company under the 1996 Credit Agreement.

          8.2 Limitation on Liens. Create, incur, assume or suffer to exist
any Lien upon any of its property, assets, income or profits, whether now
owned or hereafter acquired, except:

          (a) Liens for taxes, assessments or other governmental charges
     not yet due or which are being contested in good faith and by
     appropriate proceedings if adequate reserves with respect thereto are
     maintained on the books of the Company or such Subsidiary, as the case
     may be, in accordance with GAAP;

          (b) carriers', warehousemen's, mechanics', landlords',
     materialmen's, repairmen's or other like Liens arising in the ordinary
     course of business in respect of obligations which are not yet due or
     which are being contested in good faith and by appropriate proceedings
     if adequate reserves with respect thereto are maintained on the books
     of the Company or such Subsidiary, as the case may be, in accordance
     with GAAP;

          (c) Liens in existence on the date hereof listed on Schedule 8.2,
     provided that no such Lien is spread to cover any additional property
     after the Closing Date and that the amount of Indebtedness secured
     thereby shall not subsequently be increased;

          (d) pledges or deposits in connection with workmen's
     compensation, unemployment insurance and other social security
     legislation;

          (e) Liens or deposits to secure the performance of bids, tenders,
     trade or government contracts (other than for borrowed money), leases,
     licenses, statutory obligations, surety and appeal bonds, performance
     bonds and other obligations of a like nature incurred in the ordinary
     course of business;

          (f) easements, right-of-way, zoning and similar restrictions and
     other similar encumbrances or title defects incurred, or leases or
     subleases granted to others, in the ordinary course of business, which
     do not interfere with or adversely affect in any material respect the
     ordinary conduct of the business of the Company and its Subsidiaries
     taken as a whole;

          (g) Liens in favor of the Lenders pursuant to the Credit
     Documents and bankers' liens arising by operation of law;

          (h) Liens on assets of corporations which become Subsidiaries of
     the Company after the date hereof, provided that such Liens exist at
     the time such corporations become Subsidiaries and are not created in
     anticipation thereof;

          (i) Liens on documents of title and the property covered thereby
     securing Indebtedness in respect of the 1996 Letters of Credit which
     are Commercial L/Cs (as defined in the 1996 Credit Agreement as in
     effect on the Closing Date);

          (j) Liens on property of the Financing Subsidiary created solely
     for the purpose of securing Indebtedness permitted by subsection
     8.1(c);

          (k) Liens created solely for the purpose of securing Indebtedness
     permitted by subsection 8.1(d), representing or incurred to finance,
     refinance or refund the purchase price of property, provided that no
     such Lien shall extend to or cover other property of the Company or
     such Subsidiary other than the respective property so acquired, and
     the principal amount of Indebtedness secured by any such Lien shall at
     no time exceed the original purchase price of such property;

          (l) Liens securing any Indebtedness permitted under subsection
     8.1(f), provided that no such Lien shall encumber any Collateral (as
     defined in any Pledge Agreement) under any of the Pledge Agreements;

          (m) Liens securing any Indebtedness permitted under subsection
     8.1(h), provided that no such Lien shall encumber any Collateral (as
     defined in any Pledge Agreement) under any of the Pledge Agreements;

          (n) additional Liens, provided that (i) the maximum aggregate
     amount of obligations secured thereby does not exceed $5,000,000 in
     the aggregate at any time, and (ii) no such Lien shall encumber any
     Collateral (as defined in any Pledge Agreement) under any of the
     Pledge Agreements;

          (o) Liens securing Permitted Acquisition Indebtedness or
     Contingent Obligations permitted by subsection 8.3(g); and

          (p) Liens in favor of the lenders and the administrative agent
     under the 1996 Credit Agreement pursuant to the Pledge Agreements.

          8.3 Limitation on Contingent Obligations. Create, incur, assume
or suffer to exist any Contingent Obligation except:

          (a) Contingent Obligations in existence on the date hereof and
     listed on Schedule 8.3;

          (b) guarantees made in the ordinary course of business of the
     Company and its Subsidiaries in connection with employee relocation,
     travel and entertainment;

          (c) Contingent Obligations in respect of Indebtedness permitted
     under subsection 8.1(c) in a maximum aggregate amount outstanding at
     any time, when added (without duplication) to the aggregate amount of
     Indebtedness permitted under subsection 8.1(c) outstanding at such
     time, not to exceed $150,000,000.

          (d) Contingent Obligations to the extent arising from or
     constituted by foreign currency exchange contracts permitted by
     subsection 8.13;

          (e) Contingent Obligations pursuant to the Subsidiary Guarantees;

          (f) (i) guarantees by the Company or any Subsidiary Guarantor of
     Indebtedness permitted under subsection 8.1 (including guarantees by
     the Subsidiary Guarantors of obligations under the 1996 Credit
     Agreement and credit documents delivered in connection therewith) or
     other obligations permitted hereunder of the Company or any Subsidiary
     Guarantor and (ii) guarantees by the Company or any Subsidiary
     Guarantor of Indebtedness permitted under subsection 8.1 or other
     obligations permitted hereunder of any Subsidiary that is not a
     Subsidiary Guarantor permitted under subsection 8.1(e) subject to the
     limitations set forth in subsection 8.6(g); and

          (g) Contingent Obligations arising from, assumed in connection
     with or continuing on the part of any Subsidiary acquired directly or
     indirectly in the Permitted Acquisition, provided that the aggregate
     amount of such Contingent Obligations do not exceed 10% of the
     purchase price paid for the Permitted Acquisition.

          8.4 Prohibition of Fundamental Changes. Enter into any
transaction of acquisition of, or merger or consolidation or amalgamation
with, any other Person (including any Subsidiary or Affiliate of the
Company or any of its Subsidiaries), or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution), or make any material
change in the present method of conducting business or engage in any type
of business other than of the same general type now conducted by it, except
for the transactions otherwise permitted pursuant to subsections 8.5 and
8.6.

          8.5 Prohibition on Sale of Assets. Convey, sell, lease, assign,
transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, tax benefits, receivables and leasehold
interests), whether now owned or hereafter acquired except:

          (a) the sale or other disposition of any tangible personal
     property that, in the reasonable judgment of the Company, has become
     uneconomic, obsolete or worn out, and which is disposed of in the
     ordinary course of business;

          (b) sales or other dispositions of inventory in each case made in
     the ordinary course of business (including all or any portion of the
     used aircraft inventory of the Company and its Subsidiaries, other
     than in connection with the Used Aircraft Inventory Financing);

          (c) the sale, lease, transfer or other disposition of any or all
     of its assets (upon voluntary liquidation or otherwise) to the Company
     or a wholly-owned Subsidiary and any Subsidiary of the Company may
     sell or otherwise dispose of, or part with control of any or all of,
     the stock of any Subsidiary to a wholly-owned Subsidiary, provided
     that to the extent that any such transaction would result in the
     transfer of any assets of, or any stock of, a Subsidiary that is not a
     Subsidiary Guarantor, such transfer shall be limited as set forth in
     subsection 8.6(g);

          (d) asset sales in connection with the Used Aircraft Inventory
     Financing; and

          (e) for the sale or other disposition by the Company or any of
     its Subsidiaries of other assets, provided that (i) such sale or other
     disposition shall be made for fair value on an arm's-length basis,
     (ii) the aggregate fair market value of all such assets sold or
     disposed of under this clause after the Closing Date shall not exceed
     $50,000,000 in the aggregate (with Net Proceeds in excess of
     $20,000,000 to be reinvested in the business of the Company and its
     Subsidiaries within twelve months or applied in accordance with
     subsection 4.6), (iii) the Net Proceeds from such sale or other
     disposition shall be applied in accordance with the provisions of
     subsection 4.6, and (iv) non-cash consideration therefor shall
     constitute investments permitted under subsection 8.6(f).

          8.6 Limitation on Investments, Loans and Advances. Make any
advance, loan, extension of credit or capital contribution to, or
Contingent Obligation for the benefit of, or purchase, stock, bonds, notes,
debentures or other securities of or any interest in, or make any other
investment in, or acquire assets other than in the ordinary course of
business from, any Person, except:

          (a) the Company may make loans or advances to, or investments in,
     any Subsidiary Guarantor, and any Subsidiary Guarantor may make loans
     or advances to, or investments in, the Company or any other Subsidiary
     Guarantor, to the extent the Indebtedness created thereby is permitted
     by subsection 8.1(e)(i);

          (b) the Company and its Subsidiaries may invest in, acquire and
     hold Cash Equivalents;

          (c) the Company or any of its Subsidiaries may make travel and
     entertainment advances and relocation loans in the ordinary course of
     business to officers and employees of the Company or any such
     Subsidiary;

          (d) the Company or any of its Subsidiaries may make payroll
     advances in the ordinary course of business;

          (e) the Company or any of its Subsidiaries may acquire and hold
     receivables and promissory notes owing to it, if created or acquired
     in the ordinary course of business and payable or dischargeable in
     accordance with customary trade terms (provided that nothing in this
     subsection 8.6 shall prevent the Company or any Subsidiary from
     offering such concessionary trade terms, or from receiving such
     investments in connection with the bankruptcy or reorganization of
     their respective suppliers or customers or the settlement of disputes
     with such customers or suppliers arising in the ordinary course of
     business, as management deems reasonable in the circumstances);

          (f) the Company and its Subsidiaries may make investments
     constituting non-cash consideration in connection with Asset Sales
     permitted by subsection 8.5; provided that (i) the amount of any such
     investment shall not exceed 10% of the aggregate consideration to be
     received by the Company and its Subsidiaries in respect of such Asset
     Sale and (ii) to the extent that the amount of any such investment
     exceeds $20,000,000, the Company shall use its best efforts to (x)
     cause each such investment to be made in such a form and on such terms
     so that such investment can be pledged to the Collateral Agent, for
     the benefit of the Lenders, and (y) pledge such investment to the
     Collateral Agent, for the benefit of the Lenders, on terms reasonably
     satisfactory to the Administrative Agent;

          (g) the Company and its Subsidiaries may make loans or advances
     to, incur Contingent Obligations for the benefit of, make acquisitions
     from or of, and make investments in, other Persons, including, without
     limitation, Indebtedness described in subsection 8.1(e)(ii) and
     Contingent Obligations described in subsection 8.1(f); provided that
     (i) the aggregate amount of the consideration paid or invested and the
     amounts loaned, advanced or guaranteed by the Company and its
     Subsidiaries in all such transactions after the Closing Date (net, in
     the case of loans, advances or investments, of any repayments or
     return of capital in respect thereof actually received in cash by the
     Company or such Subsidiary (net of applicable taxes) after the Closing
     Date), when added to the amount of any transfers or dispositions of
     assets described in the proviso to subsection 8.5(c), does not exceed
     an aggregate amount of $50,000,000 in any fiscal year of the Company
     and (ii) no Default or Event of Default has occurred or would occur
     after giving effect thereto;

          (h) the loan made by the Company to Holdings on the 1996 Closing
     Date in connection with the 1996 Refinancing, evidenced by the
     Holdings Note and in an aggregate principal amount of $100,000,000;

          (i) the Company or any of its Subsidiaries may make loans and
     advances to, and investments in, a limited liability company formed
     with GATX Capital Corporation as the initial majority equity investor
     for the purpose of acquiring, leasing and selling airplanes
     manufactured by the Company and its Subsidiaries, provided that the
     aggregate amount of such loans, advances and investments at any one
     time outstanding shall not exceed (after giving effect to repayments,
     distributions, dividends and other payments in respect thereof)
     $40,000,000; and

          (j) to the extent that the Company or any of its Subsidiaries has
     not otherwise made an acquisition pursuant to Section 8.6(j) of the
     1996 Credit Agreement, the Company or any of its Subsidiaries may
     acquire, in one acquisition only, the capital stock or all or
     substantially all of the assets of another Person or any business unit
     or line of business of another Person, provided that (i) such Person,
     business unit or line of business is engaged in a business of the same
     general type as the Company and its Subsidiaries are engaged in, or a
     business related thereto, (ii) after giving effect to such acquisition
     the Company is in compliance on a pro forma basis as at the end of the
     most recent fiscal quarter for which financial statements have been
     furnished to the Lenders with the requirements of subsections 8.8 and
     8.10 and no Default or Event of Default has occurred and is continuing
     and (iii) the purchase price of such acquisition (including any
     assumed or continuing indebtedness of such Person, business unit or
     line of business ("Permitted Acquisition Indebtedness"), but excluding
     any portion of such purchase price paid in common stock of Holdings),
     is not greater than $300,000,000 (the acquisition under this paragraph
     (j), the "Permitted Acquisition").

          8.7 Limitation on Capital Expenditures. Make or commit to make
Capital Expenditures, other than Capital Expenditures in any fiscal year of
the Company in the aggregate for the Company and its Subsidiaries not
exceeding $60,000,000 (the "Base Amount"); provided, however, that the Base
Amount for any fiscal year may be increased by carrying over to such fiscal
year any portion of the Base Amount not spent in the immediately preceding
fiscal year (but not in any year prior thereto).

          8.8 Maintenance of Interest Coverage. Permit for any period of
four consecutive fiscal quarters the Interest Coverage Ratio for such
period to be less than 3.00:1.00.

          8.9 [RESERVED].

          8.10 Maintenance of Leverage Ratio. Permit, as at the end of any
fiscal quarter of Holdings, the Leverage Ratio to be more than 3.00:1.00.

          8.11 Limitation on Restricted Payments. Declare any dividends on
any shares of any class of stock, or make any payment on account of, or set
apart assets for a sinking or other analogous fund for, the purchase,
redemption, retirement or other acquisition of any shares of any class of
stock, whether now or hereafter outstanding, or make any other distribution
in respect thereof, either directly or indirectly, whether in cash or
property or in obligations of the Company or any of its Subsidiaries,
except that:

          (a) Subsidiaries may pay dividends to the Company or to Domestic
     Subsidiaries which are directly or indirectly wholly-owned by the
     Company;

          (b) the Company may pay dividends to Holdings in an amount equal
     to the amount required for Holdings to pay franchise taxes, fees and
     expenses necessary to maintain its status as a public corporation and
     other fees required to maintain its corporate existence (including
     fees and expenses in connection with filings to be made by Holdings
     under federal and state securities laws);

          (c) [RESERVED];

          (d) the Company (i) may pay dividends to Holdings from time to
     time in amounts equal to the amounts then required for Holdings to pay
     interest when due on the Holdings Note, provided that within two days'
     after receipt by Holdings of any such amount, Holdings applies such
     amount as payment to the Company of such interest on the Holdings Note
     and (ii) may reduce or eliminate the Holdings Note if such reduction
     or elimination is duly declared and made by the Company as a non-cash
     dividend;

          (e) so long as no Default or Event of Default has occurred or
     would occur after giving effect to such declaration or payment, the
     Company may, from time to time, declare and pay cash dividends to
     Holdings on the common stock of the Company in an aggregate amount not
     to exceed $6,000,000 (the "Holdings Dividend Limit"), provided that
     the proceeds of such dividends shall be used within 30 days of the
     receipt of such dividends by Holdings to repurchase Holdings stock
     from management employees of Holdings or any of its Subsidiaries or to
     make payments in respect of outstanding stock appreciation rights
     granted to management employees of Holdings or any of its Subsidiaries
     and, provided further, the Holdings Dividend Limit shall be increased
     by the proceeds of any additional Holdings stock which is issued to
     any management employees of Holdings or any of its Subsidiaries after
     the Closing Date so long as such proceeds are contributed by Holdings
     to the capital of the Company;

          (f) so long as no Default or Event of Default has occurred or
     would occur after giving effect to such declaration or payment, the
     Company may, at any time that (i) the Leverage Ratio in effect is
     equal to or less than 1.5:1.0 or (ii) the aggregate principal amount
     of Loans then outstanding is less than $200,000,000, declare and pay
     cash dividends to Holdings on the common stock of the Company,
     provided that the aggregate amount thereof paid in any fiscal year of
     the Company pursuant to this paragraph (f) does not exceed an amount
     equal to 25% of Consolidated Net Income for such fiscal year less the
     amount paid pursuant to the Stock Repurchase Plan during such fiscal
     year (provided that the resulting amount shall not be less than zero);
     and

          (g) so long as no Default or Event of Default has occurred or
     would occur after giving effect to such declaration or payment, the
     Company may, at any time and from time to time declare and pay cash
     dividends to Holdings on the common stock of the Company, in an
     aggregate amount of up to $200,000,000, in order to enable Holdings to
     repurchase shares of its own common stock for an aggregate purchase
     price of $200,000,000 pursuant to the Stock Repurchase Program.

          8.12 Transactions with Affiliates. Enter into any transaction,
including, without limitation, any purchase, sale, lease or exchange of
property or the rendering of any service, with any Affiliate except (a) for
transactions which are otherwise permitted under this Agreement and which
are in the ordinary course of the Company's or a Subsidiary's business and
which are upon fair and reasonable terms no less favorable to the Company
or such Subsidiary than it would obtain in a hypothetical comparable arm's
length transaction with a Person not an Affiliate, (b) as permitted under
subsections 8.1(e), 8.3(f), 8.6(a), and 8.6(i), or (c) as disclosed in the
1998 10K.

          8.13 Foreign Exchange Contracts. Enter into any foreign currency
exchange contracts (other than foreign currency exchange contracts entered
into for the sole purpose of hedging with respect to the purchase or sale
by the Company or its Subsidiaries of inventory to be purchased or sold for
payments in foreign currencies in the ordinary course of their respective
businesses) pursuant to which the Company or its Subsidiaries may incur (i)
obligations in connection with the contracts described on Schedule 8.13 and
(ii) additional obligations in an amount not to exceed the dollar
equivalent of $15,000,000 in the aggregate at any time outstanding.

          8.14 Fiscal Year. Permit the fiscal year of the Company to end on
a day other than December 31, unless the Company shall have given at least
45 days prior written notice to the Administrative Agent.


          SECTION 9. EVENTS OF DEFAULT
                     -----------------

          Upon the occurrence of any of the following events:

          (a) The Company shall fail to (i) pay any principal of any Note
     when due in accordance with the terms hereof or thereof or (ii) pay
     any interest on any Note or any other amount payable hereunder within
     five days after any such interest or other amount becomes due in
     accordance with the terms thereof or hereof; or

          (b) Any representation or warranty made or deemed made by any
     Credit Party in any Credit Document or which is contained in any
     certificate, guarantee, document or financial or other statement
     furnished under or in connection with this Agreement shall prove to
     have been incorrect in any material respect on or as of the date made
     or deemed made; or

          (c) The Company shall default in the observance or performance of
     any agreement contained in subsection 7.7(a) or Section 8 of this
     Agreement or any Credit Party shall default in the observance or
     performance of any agreement contained in Section 5 of the Pledge
     Agreement to which it is a party or Section 2 of the Guarantee to
     which it is a party; or Holdings shall default in the performance or
     observance of Section 11 of the Holdings Guarantee; or

          (d) The Company or any other Credit Party shall default in the
     observance or performance of any other agreement contained in any
     Credit Document, and such default shall continue unremedied for a
     period of 30 days; or

          (e) The Company or any of its Subsidiaries shall (i) default in
     any payment of principal of or interest on any Indebtedness (other
     than the Notes and any intercompany debt) or in the payment of any
     Contingent Obligation, beyond the period of grace, if any, provided in
     the instrument or agreement under which such Indebtedness or
     Contingent Obligation was created; or (ii) default in the observance
     or performance of any other agreement or condition relating to any
     such Indebtedness or Contingent Obligation or contained in any
     instrument or agreement evidencing, securing or relating thereto, or
     any other event shall occur or condition exist, the effect of which
     default or other event or condition is to cause, or to permit the
     holder or holders of such Indebtedness or beneficiary or beneficiaries
     of such Contingent Obligation (or a trustee or agent on behalf of such
     holder or holders or beneficiary or beneficiaries) to cause, with the
     giving of notice if required, such Indebtedness to become due prior to
     its stated maturity, any applicable grace period having expired, or
     such Contingent Obligation to become payable, any applicable grace
     period having expired, provided that the aggregate principal amount of
     all such Indebtedness and Contingent Obligations which would then
     become due or payable would equal or exceed $10,000,000; or an Event
     of Default shall occur and be continuing under the 1996 Credit
     Agreement; or

          (f) (i) Holdings, the Company or any of their respective
     Subsidiaries shall commence any case, proceeding or other action (A)
     under any existing or future law of any jurisdiction, domestic or
     foreign, relating to bankruptcy, insolvency, reorganization or relief
     of debtors, seeking to have an order for relief entered with respect
     to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
     reorganization, arrangement, adjustment, winding-up, liquidation,
     dissolution, composition or other relief with respect to it or its
     debts, or (B) seeking appointment of a receiver, trustee, custodian or
     other similar official for it or for all or any substantial part of
     its assets, or Holdings, the Company or any of their respective
     Subsidiaries shall make a general assignment for the benefit of its
     creditors; or (ii) there shall be commenced against Holdings, the
     Company or any of their respective Subsidiaries any case, proceeding
     or other action of a nature referred to in clause (i) above which (A)
     results in the entry of an order for relief or any such adjudication
     or appointment or (B) remains undismissed, undischarged or unbonded
     for a period of 60 days; or (iii) there shall be commenced against
     Holdings, the Company or any of their respective Subsidiaries any
     case, proceeding or other action seeking issuance of a warrant of
     attachment, execution, distraint or similar process against all or any
     substantial part of its assets which results in the entry of an order
     for any such relief which shall not have been vacated, discharged, or
     stayed or bonded pending appeal within 60 days from the entry thereof;
     or (iv) Holdings, the Company or any of their respective Subsidiaries
     shall take any action in furtherance of, or indicating its consent to,
     approval of, or acquiescence in, any of the acts set forth in clause
     (i), (ii), or (iii) above; or (v) Holdings, the Company or any of
     their respective Subsidiaries shall generally not, or shall be unable
     to, or shall admit in writing its inability to, pay its debts as they
     become due; or

          (g) (i) Any Person shall engage in any "prohibited transaction"
     (as defined in Section 406 of ERISA or Section 4975 of the Code)
     involving any Plan, (ii) any "accumulated funding deficiency" (as
     defined in Section 302 of ERISA), whether or not waived, shall exist
     with respect to any Plan, (iii) a Reportable Event (other than a
     Reportable Event with respect to which the 30-day notice requirement
     under Section 4043 of ERISA has been waived) shall occur with respect
     to, or proceedings to have a trustee appointed shall commence with
     respect to, or a trustee shall be appointed to administer or to
     terminate, any Single Employer Plan, which Reportable Event or
     institution of proceedings or appointment of a trustee is, in the
     reasonable opinion of the Required Lenders, likely to result in the
     termination of such Plan for purposes of Title IV of ERISA, and, in
     the case of a Reportable Event, such Reportable Event shall continue
     unremedied for ten days after notice of such Reportable Event pursuant
     to Section 4043(a), (c) or (d) of ERISA is given and, in the case of
     the institution of proceedings, such proceedings shall continue for
     ten days after commencement thereof or (iv) any Single Employer Plan
     shall terminate for purposes of Title IV of ERISA; and in each case in
     clauses (i) through (iv) above, such event or condition, together with
     all other such events or conditions relating to such Plans, if any,
     could subject the Company or any of its Subsidiaries to any tax,
     penalty or other liabilities which in the aggregate would have a
     Material Adverse Effect; or

          (h) One or more judgments or decrees shall be entered against the
     Company or any of its Subsidiaries involving in the aggregate a
     liability (not paid or fully covered by insurance) of $10,000,000 or
     more and all such judgments or decrees shall not have been vacated,
     discharged, stayed or bonded pending appeal within the time required
     by the terms of such judgment; or

          (i) Any Pledge Agreement or any Guarantee shall cease, for any
     reason, to be in full force and effect or any Credit Party shall so
     assert in writing, or any Pledge Agreement shall cease to be effective
     to grant a perfected Lien on the collateral described therein with the
     priority purported to be created thereby (other than as a result of
     any action or inaction on the part of the Administrative Agent or the
     Lenders); or

          (j) (i) Holdings shall cease to own 100% of the issued and
     outstanding capital stock of the Company, free and clear of all Liens
     (other than the Lien granted to the Collateral Agent pursuant to the
     terms of the Holdings Pledge Agreement), (ii) at any time that the FL
     Affiliates own beneficially less than a majority, but more than 25% of
     the outstanding voting stock of the Company, the occurrence of any
     event as a result of which event, any person or group (other than the
     FL Affiliates) acquires beneficial ownership (within the meaning of
     Rule 13d-3 of the Securities and Exchange Commission promulgated under
     the Securities Exchange Act of 1934, as amended (the "Exchange Act"))
     of a percentage of the outstanding voting stock of the Company or
     Holdings greater than that percentage owned beneficially by the FL
     Affiliates, (iii) at a time that the FL Affiliates beneficially own
     less than 25% of the outstanding voting stock of the Company, the
     occurrence of any event, as a result of which event, any person or
     group (other than the FL Affiliates) acquires beneficial ownership
     (within the meaning of Rule 13d-3 of the Securities and Exchange
     Commission promulgated under the Exchange Act) of 25% or more of the
     outstanding voting stock of the Company or Holdings or (iv) any person
     or group of persons (other than the FL Affiliates) at any time has the
     right to designate or elect a majority of the board of directors of
     the Company or Holdings;

then, and in any such event, (a) if such event is an Event of Default
specified in clause (i) or (ii) of paragraph (f) above, automatically the
Commitments shall immediately terminate and the Loans hereunder (with
accrued interest thereon) and all other amounts owing under this Agreement
and the Notes shall immediately become due and payable, and (b) if such
event is any other Event of Default, so long as any such Event of Default
shall be continuing, either or both of the following actions may be taken:
(i) with the consent of the Required Lenders, the Administrative Agent may,
or upon the request of the Required Lenders, the Administrative Agent
shall, by notice to the Company, declare the Commitments to be terminated
forthwith, whereupon the Commitments shall immediately terminate; and (ii)
with the consent of the Required Lenders, the Administrative Agent may, or
upon the request of the Required Lenders, the Administrative Agent shall,
by notice of default to the Company, declare all or a portion of the Loans
hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement and the Notes to be due and payable forthwith, whereupon the
same shall immediately become due and payable. Except as expressly provided
above in this Section 9, presentment, demand, protest and all other notices
of any kind are hereby expressly waived.


          SECTION 10. THE ADMINISTRATIVE AGENT
                      ------------------------

          10.1 Appointment. Each Lender hereby irrevocably designates and
appoints Chase as the Administrative Agent under this Agreement and
irrevocably authorizes Chase as Administrative Agent for such Lender to
take such action on its behalf under the provisions of the Credit Documents
and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of the Credit Documents,
together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement,
the Administrative Agent shall not have any duties or responsibilities,
except those expressly set forth herein, or any fiduciary relationship with
any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into the Credit Documents or
otherwise exist against the Administrative Agent.

          10.2 Delegation of Duties. The Administrative Agent may execute
any of its duties under this Agreement and each of the other Credit
Documents by or through agents or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties.
Without limiting the foregoing, the Administrative Agent may appoint Chase
Bank Agency Services Corporation as its agent to perform the functions of
the Administrative Agent hereunder relating to the advancing of funds to
the Company and distribution of funds to the Lenders and to perform such
other related functions of the Administrative Agent hereunder as are
reasonably incidental to such functions. The Administrative Agent shall not
be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care, except as otherwise
provided in subsection 10.3.

          10.3 Exculpatory Provisions. Neither the Administrative Agent nor
any of its officers, directors, employees, agents, attorneys-in-fact,
Affiliates or Subsidiaries shall be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection
with the Credit Documents (except for its or such Person's own gross
negligence or willful misconduct), or (ii) responsible in any manner to any
of the Lenders for any recitals, statements, representations or warranties
made by any Credit Party or any officer thereof contained in the Credit
Documents 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, the Credit Documents or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of the
Credit Documents or for any failure of any Credit Party to perform its
obligations thereunder. The Administrative Agent shall not be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, any
Credit Document, or to inspect the properties, books or records of any
Credit Party.

          10.4 Reliance by the Administrative Agent. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying,
upon any Note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it
to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Company), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation
or transfer thereof shall have been filed with the Administrative Agent.
The Administrative Agent shall be fully justified in failing or refusing to
take any action under any Credit Document unless it shall first receive
such advice or concurrence of the Required Lenders (or, where unanimous
consent of the Lenders is expressly required hereunder, such Lenders) as it
deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred
by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under any Credit Document in accordance with a
request of the Required Lenders, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and
all future holders of the Notes.

          10.5 Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or
Event of Default hereunder unless the Administrative Agent has received
written notice from a Lender or the Company referring to this Agreement,
describing such Default or Event of Default and stating that such notice is
a "notice of default". In the event that the Administrative Agent receives
such a notice, the Administrative Agent shall promptly give notice thereof
to the Lenders. The Administrative Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed
by the Required Lenders; provided that unless and until the Administrative
Agent shall have received such directions, the Administrative Agent may
(but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.

          10.6 Non-Reliance on Administrative Agent and Other Lenders. Each
Lender expressly acknowledges that neither the Administrative Agent nor any
of its respective officers, directors, employees, agents,
attorneys-in-fact, Subsidiaries or Affiliates has made any representations
or warranties to it and that no act by the Administrative Agent hereafter
taken, including any review of the affairs of the Credit Parties, shall be
deemed to constitute any representation or warranty by the Administrative
Agent to any Lender. Each Lender represents to the Administrative Agent
that it has, independently and without reliance upon the Administrative
Agent or any other Lender, and based on such documents and information as
it has deemed appropriate, made its own appraisal of and investigation into
the business, operations, property, financial and other condition and
creditworthiness of the Credit Parties and made its own decision to make
its Loans hereunder and enter into this Agreement. Each Lender also
represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking
action under the Credit Documents, and to make such investigation as it
deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Credit Parties.
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the business,
financial condition, assets, liabilities, net assets, properties, results
of operations, value, prospects and other condition or creditworthiness of
the Credit Parties which may come into the possession of the Administrative
Agent or any of its officers, directors, employees, agents,
attorneys-in-fact, Affiliates or Subsidiaries.

          10.7 Indemnification. The Lenders severally agree to indemnify
the Administrative Agent in its capacity as such (to the extent not
reimbursed by the Credit Parties and without limiting the obligation of the
Credit Parties to do so), ratably according to the respective amounts of
their respective Commitment Percentages in effect on the date on which
indemnification is sought, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time
(including without limitation at any time following the payment of the
Notes) be imposed on, incurred by or asserted against the Administrative
Agent in any way relating to or arising out of the Credit Documents or any
documents contemplated by or referred to herein or the transactions
contemplated hereby or any action taken or omitted by the Administrative
Agent under or in connection with any of the foregoing; provided that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting solely from the Administrative Agent's
gross negligence or willful misconduct. The agreements contained in this
subsection 10.7 shall survive the payment of the Notes and all other
amounts payable hereunder.

          10.8 Administrative Agent in its Individual Capacities. Each of
the Administrative Agent and its respective Affiliates and Subsidiaries may
make loans to, accept deposits from and generally engage in any kind of
business with the Credit Parties as though the Administrative Agent were
not the Administrative Agent hereunder, as the case may be. With respect to
its Loans made or renewed by it and any Note issued to it, the
Administrative Agent shall have the same rights and powers, duties and
liabilities under the Credit Documents as any Lender and may exercise the
same as though it were not the Administrative Agent and the terms "Lender"
and "Lenders" shall include the Administrative Agent in its individual
capacity. Each Lender acknowledges that Chase is the administrative agent
and a lender under the 1996 Credit Agreement and that Chase and its
affiliates are issuers of letters of credit under the 1996 Credit
Agreement.

          10.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent shall resign as Administrative Agent under the Credit
Documents, then the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders which successor agent shall be approved by
the Company (which approval shall not be unreasonably withheld) whereupon
such successor agent shall succeed to the rights, powers and duties of the
Administrative Agent and the term "Administrative Agent" shall mean such
successor agent effective upon its appointment, and the former
Administrative Agent's rights, powers and duties as Administrative Agent
shall be terminated, without any other or further act or deed on the part
of such former Administrative Agent or any of the parties to this Agreement
or any holders of the Notes. After any retiring Administrative Agent's
resignation hereunder as Administrative Agent the provisions of this
Section 10 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent under the Credit
Documents.

          10.10 Collateral Agent. Each Lender irrevocably designates and
appoints Chase as the Collateral Agent under the Pledge Agreements and any
security agreements executed and delivered pursuant to subsection 7.8. Each
Lender agrees that the Collateral Agent shall be entitled to the same
rights and indemnities in its capacity as such as is the Administrative
Agent and the provisions of this Section 10 shall apply to the Collateral
Agent to the same extent they apply to the Administrative Agent, mutatis
mutandis.

          SECTION 11. MISCELLANEOUS
                      -------------

          11.1 Amendments and Waivers. No Credit Document nor any terms
thereof may be amended, supplemented or modified except in accordance with
the provisions of this subsection 11.1. With the written consent of the
Required Lenders, the Administrative Agent and the respective Credit
Parties may, from time to time, enter into written amendments, supplements
or modifications to any Credit Document for the purpose of adding any
provisions to such Credit Document to which they are parties or changing in
any manner the rights of the Lenders or of any such Credit Party or any
other Person thereunder or waiving, on such terms and conditions as the
Administrative Agent may specify in such instrument, any of the
requirements of any such Credit Document or any Default or Event of Default
and its consequences; provided, however, that:

          (a) no such waiver and no such amendment, supplement or
     modification shall directly or indirectly release any Guarantor from
     all or substantially all of its obligations under the Guarantee to
     which it is a party, without the written consent of the Release
     Lenders, except as otherwise provided;

          (b) no such waiver and no such amendment, supplement or
     modification shall extend the scheduled maturity of any Note or
     scheduled installment of any Loan, or reduce the rate or extend the
     time of payment of interest thereon, or change the method of
     calculating interest thereon, or reduce any fee payable to the Lenders
     hereunder, or reduce the principal amount thereof, or extend the due
     date thereof, or increase the amount of any Lender's Commitments, or
     extend the expiry date of any Lender's Commitments, or amend, modify
     or waive any provision of this subsection 11.1 or reduce the
     percentages specified in the definition of Required Lenders or Release
     Lenders, or change the percentage of the Lenders required to waive a
     condition precedent under Section 6.2 or consent to the assignment or
     transfer by any Credit Party of any of its rights and obligations
     under any Credit Document, in each case, without the written consent
     of each Lender; and

          (c) no such waiver and no such amendment, supplement or
     modification shall amend, modify or waive any provision of Section 10
     without the written consent of the Administrative Agent.

Any such waiver and any such amendment, supplement or modification
described in this subsection 11.1 shall apply equally to each of the
Lenders and shall be binding upon each Credit Party, the Lenders, the
Administrative Agent and all future holders of the Notes. In the case of
any waiver, the Company, the Lenders and the Administrative Agent shall be
restored to their former position and rights hereunder and under the
outstanding Notes, and any Default or Event of Default waived shall be
deemed to be cured and not continuing; but no such waiver shall extend to
any subsequent or other Default or Event of Default, or impair any right
consequent thereon.

          11.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy or telex), and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered by hand, or three
Business Days after being deposited in the mail, postage prepaid, or, in
the case of telecopy notice, when sent, confirmation of receipt received,
or, in the case of telex notice, when sent, answerback received, addressed
as follows in the case of each Credit Party and the Administrative Agent,
and as set forth in Schedule 1.1A in the case of any Lender, or to such
other address as may be hereafter notified by the respective parties hereto
and any future holders of the Notes:

          The Company:              Gulfstream Delaware Corporation
                                    500 Gulfstream Road
                                    Savannah, Georgia 31402-2206
                                    Attention:  Chris A. Davis
                                    Telecopy:  (912) 965-3000

          With a copy to:           Fried, Frank, Harris,
                                    Shriver & Jacobson
                                    One New York Plaza
                                    New York, New York  10004
                                    Attention:  Robert C. Schwenkel, Esq.
                                    Telex:  128173
                                    Telecopy:  (212) 859-4000


          The Administrative
            Agent:                  The Chase Manhattan Bank
                                    270 Park Avenue
                                    New York, New York 10017
                                    Attention: William J. Caggiano
                                    Telecopy:  (212) 972-0009


provided that any notice, request or demand to or upon the Administrative
Agent or the Lenders pursuant to subsections 4.1, 4.3, 4.4, 4.5 and 4.6
shall not be effective until received and provided further that the failure
to provide the copies of notices to the Company provided for in this
subsection 11.2 shall not result in any liability to the Administrative
Agent or any Lender.

          11.3 No Waiver; Cumulative Remedies. No failure to exercise and
no delay in exercising, on the part of the Administrative Agent or any
Lender, any right, remedy, power or privilege hereunder, shall operate as a
waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by
law.

          11.4 Survival of Representations and Warranties. All
representations and warranties made hereunder and in any document,
certificate or statement delivered pursuant hereto or in connection
herewith shall survive the execution and delivery of this Agreement and the
Notes.

          11.5 Payment of Expenses and Taxes. The Company agrees:

          (a) to pay or reimburse the Administrative Agent (which term
     shall include the Collateral Agent for purposes of this subsection
     11.5) for all of its out-of-pocket costs and expenses incurred in
     connection with the development, preparation and execution of, and any
     amendment, supplement or modification to, the Credit Documents and any
     other documents prepared in connection herewith, and the consummation
     of the transactions contemplated hereby and thereby, including,
     without limitation, the reasonable fees and disbursements of counsel
     to the Administrative Agent;

          (b) to pay or reimburse each Lender and the Administrative Agent
     for all their costs and expenses incurred in connection with, and to
     pay, indemnify, and hold the Administrative Agent and each Lender
     harmless from and against any and all other liabilities, obligations,
     losses, damages, penalties, actions, judgments, suits, costs, expenses
     or disbursements of any kind or nature whatsoever arising out of or in
     connection with, the enforcement or preservation of any rights under
     any Credit Document and any such other documents, including, without
     limitation, reasonable fees and disbursements of counsel to the
     Administrative Agent and each Lender incurred in connection with the
     foregoing and in connection with advising the Administrative Agent
     with respect to its rights and responsibilities under this Agreement
     and the documentation relating thereto;

          (c) to pay, indemnify, and to hold the Administrative Agent and
     each Lender harmless from, any and all recording and filing fees and
     any and all liabilities with respect to, or resulting from any delay
     in paying, stamp, excise and other similar taxes (other than
     withholding taxes), if any, which may be payable or determined to be
     payable in connection with the execution and delivery of, or
     consummation of any of the transactions contemplated by, or any
     amendment, supplement or modification of, or any waiver or consent
     under or in respect of, any Credit Document and any such other
     documents; and

          (d) to pay, indemnify, and hold the Administrative Agent and each
     Lender and their respective officers, directors, employees and agents
     harmless from and against any and all other liabilities, obligations,
     losses, damages (including punitive damages), penalties, fines,
     actions, judgments, suits, costs, expenses or disbursements of any
     kind or nature whatsoever (including, without limitation, reasonable
     experts' and consultants' fees and reasonable fees and disbursements
     of counsel and third party claims for personal injury or real or
     personal property damage) which may be incurred by or asserted against
     the Administrative Agent or the Lenders (x) arising out of or in
     connection with any investigation, litigation or proceeding related to
     this Agreement, the other Credit Documents, the proceeds of the Loans,
     or any of the other transactions contemplated hereby, whether or not
     the Administrative Agent or any of the Lenders is a party thereto or
     (y) with respect to any environmental matters, any actual or alleged
     environmental compliance expenses and any actual or alleged
     remediation expenses in connection with the presence, suspected
     presence, release or suspected release of any Hazardous Materials in
     or into the air, soil, groundwater, surface water or improvements at,
     on, about, under, or within the Properties, or any portion thereof, or
     elsewhere in connection with the transportation of Hazardous Materials
     to or from the Properties;

(all the foregoing, collectively, the "indemnified liabilities"), provided
that the Company shall have no obligation hereunder with respect to
indemnified liabilities of the Administrative Agent or any Lender or any of
their respective officers, directors, employees or agents arising from (i)
the gross negligence or willful misconduct of such Administrative Agent or
Lender or their respective directors, officers, employees or agents, (ii)
legal proceedings commenced against the Administrative Agent or any Lender
by any security holder or creditor thereof arising out of and based upon
rights afforded any such security holder or creditor solely in its capacity
as such or (iii) legal proceedings commenced against the Administrative
Agent or any such Lender by any Transferee (as defined in subsection 11.6).
The agreements in this subsection 11.5 shall survive repayment of the Notes
and all other amounts payable hereunder.

          11.6 Successors and Assigns; Participations; Purchasing Lenders.
(a) This Agreement shall be binding upon and inure to the benefit of the
Company, the Lenders and the Administrative Agent, all future holders of
the Notes, and their respective successors and assigns, except that the
Company may not assign or transfer any of its rights or obligations under
this Agreement without the prior written consent of each Lender.

          (b) Any Lender may, in the ordinary course of its commercial
banking or lending business and in accordance with applicable law, at any
time sell to one or more banks or other entities ("Participants")
participating interests in any Loan owing to such Lender, any Note held by
such Lender, any Commitment of such Lender or any other interest of such
Lender hereunder and under the other Credit Documents. In the event of any
such sale by a Lender of participating interests to a Participant, such
Lender's obligations under this Agreement to the other parties to this
Agreement shall remain unchanged, such Lender shall remain solely
responsible for the performance thereof, such Lender shall remain the
holder of any such Note for all purposes under this Agreement and the other
Credit Documents and the Company and the Administrative Agent shall
continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement and the other
Credit Documents. The Company agrees that if amounts outstanding under this
Agreement and the Notes are due and unpaid, or shall have been declared or
shall have become due and payable upon the occurrence of an Event of
Default, each Participant shall be deemed to have the right of setoff in
respect of its participating interest in amounts owing under this Agreement
and any Note to the same extent as if the amount of its participating
interest were owing directly to it as a Lender under this Agreement or any
Note; provided that such Participant shall only be entitled to such right
of setoff if it shall have agreed in the agreement pursuant to which it
shall have acquired its participating interest to share with the Lenders
the proceeds thereof, as provided in subsection 11.7. The Company also
agrees that each Participant shall be entitled to the benefits of
subsections 4.19, 4.20 and 4.21 with respect to its participation in the
Commitments and the Loans outstanding from time to time; provided that no
Participant shall be entitled to receive any greater amount pursuant to
such subsections than the transferor Lender would have been entitled to
receive in respect of the amount of the participation transferred by such
transferor Lender to such Participant had no such transfer occurred.

          (c) Any Lender may, in the ordinary course of its commercial
banking or lending business and in accordance with applicable law, at any
time, sell to any Lender or any Affiliate thereof (including any Affiliate
or Subsidiary of such transferor Lender) or, with the consent of the
Company and the Administrative Agent (which in each case shall not be
unreasonably withheld), sell to one or more additional banks or financial
institutions (an "Assignee"), all or any part of its rights and obligations
under this Agreement, the Notes and the other Credit Documents, pursuant to
an Assignment and Acceptance executed by such Assignee, such assigning
Lender and by the Company and the Administrative Agent, and delivered to
the Administrative Agent for its acceptance and recording in the Register
(as defined below); provided that, unless the Company and the
Administrative Agent agree otherwise, (A) each such sale pursuant to this
subsection 11.6(c) of less than all of a Lender's rights and Obligations
(I) to a Person which is not then a Lender or an Affiliate of a Lender
shall be of Commitments and/or Loans of $10,000,000 or more and (II) to a
Person which is then a Lender or an Affiliate of a Lender may be in any
amount, (B) in the event of a sale of less than all of such rights and
obligations, such Lender after such sale shall retain Commitments and/or
Loans (without duplication) aggregating at least $10,000,000 (such amount
to be reduced ratably as the Loans are repaid) and (C) each Assignee which
is a Non-U.S. Lender shall comply with the provisions of clause (A) of
subsection 4.18(e) hereof, or, with the prior written consent of the
Company which may be withheld in its sole discretion, with or without
cause, the provisions of clause (B) of subsection 4.18(e) hereof (and, in
either case, with all of the other provisions of subsection 4.18(e)
hereof); and provided further that the foregoing shall not prohibit a
Lender from selling participating interests in accordance with subsection
11.6(b) in all or any portion of its Commitments and/or Loans (without
duplication). Upon such execution, delivery, acceptance and recording, from
and after the effective date determined pursuant to such Assignment and
Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the
extent provided in such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder with the Commitments as set forth
therein, and (y) the assigning Lender thereunder shall, to the extent of
the interest transferred, as reflected in such Assignment and Acceptance,
be released from its obligations under this Agreement (and, in the case of
an Assignment and Acceptance covering all or the remaining portion of an
assigning Lender's rights and obligations under this Agreement, such
assigning Lender shall cease to be a party hereto). Such Assignment and
Acceptance shall be deemed to amend this Agreement to the extent, and only
to the extent, necessary to reflect the addition of such Assignee and the
resulting adjustment of Commitment Percentages arising from the purchase by
such Assignee of all or a portion of the rights and obligations of such
assigning Lender under this Agreement and the Notes. As soon as practicable
after the effective date determined pursuant to such Assignment and
Acceptance, the Company, at its own expense, shall execute and deliver to
the Administrative Agent, in exchange for the surrendered Note, a new Note
to the order of each such Assignee which requests a new Note in an amount
equal to the Loans purchased by it pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained Loans hereunder, a new
Note to the order of the assigning Lender in an amount equal to the Loans
retained by it hereunder. Such new Notes shall be dated the Closing Date
and shall otherwise be in the form of the Notes replaced thereby. The Notes
surrendered by the assigning Lender shall be returned by the Administrative
Agent to the Company marked "cancelled".

          (d) The Administrative Agent shall maintain at its address
referred to in subsection 11.2 a copy of each Assignment and Acceptance
delivered to it and a register (the "Register") for the recordation of the
names and addresses of the Lenders and the registered owners of the Notes
and the Commitments of, and the principal amount of any Loans owing to,
each Lender from time to time. The entries in the Register shall be
conclusive, in the absence of manifest error, and the Company, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as the owner of the Loans or the Notes recorded
therein for all purposes of this Agreement. The Register shall be available
for inspection by the Company or any Lender 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, an Assignee and by the Company and the Administrative
Agent, together with payment to the Administrative Agent of a registration
and processing fee of $3,500, the Administrative Agent shall (i) promptly
accept such Assignment and Acceptance and (ii) on the effective date
determined pursuant thereto, record the information contained therein in
the Register and give notice of such acceptance and recordation to the
Lenders and the Company.

          (f) The Company authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective
Transferee any and all financial information in such Lender's possession
concerning Holdings, the Company and their respective Subsidiaries and
Affiliates which has been delivered to such Lender by or on behalf of the
Company pursuant to this Agreement or which has been delivered to such
Lender by or on behalf of the Company in connection with such Lender's
credit evaluation of Holdings, the Company and their respective
Subsidiaries and Affiliates prior to becoming a party to this Agreement.

          (g) If, pursuant to this subsection 11.6, any interest in this
Agreement or any Note is transferred to any Transferee which would be a
Non-U.S. Lender upon effectiveness of such transfer the assigning Lender
shall cause such Transferee, concurrently with the effectiveness of such
transfer, (i) to represent to the assigning Lender (for the benefit of the
assigning Lender, the Administrative Agent and the Company) that under
applicable law and treaties no taxes will be required to be withheld by the
Administrative Agent, the Company or the assigning Lender with respect to
any payments to be made to such Transferee in respect of the Loans or L/C
Participating Interests, (ii) to furnish to the assigning Lender (and, in
the case of any Assignee registered in the Register, the Administrative
Agent and the Company) such Internal Revenue Service Forms required to be
furnished pursuant to subsection 4.18(e) and (ii) to agree (for the benefit
of the assigning Lender, the Administrative Agent and the Company) to be
bound by the provisions of subsection 4.18(e).

          (h) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning assignments
of Loans and Notes relate only to absolute assignments and that such
provisions do not prohibit assignments creating security interests,
including, without limitation, any pledge or assignment by a Lender of any
Loan or Note to any Federal Reserve Bank in accordance with applicable law;
provided that any transfer of Loans or Notes upon, or in lieu of,
enforcement of or the exercise of remedies under any such pledge shall be
treated as an assignment thereof which shall not be made without compliance
with the requirements of this subsection 11.6.

          11.7 Adjustments; Set-off. (a) If any Lender (a "Benefitted
Lender") shall at any time receive any payment of all or part of any of its
Loans, or interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in clause (f) of Section 9, or
otherwise) in a greater proportion than any such payment to and collateral
received by any other Lender, if any, in respect of such other Lender's
Loans, or interest thereon, such benefitted Lender shall purchase for cash
from the other Lenders such portion of each such other Lender's Loans or
shall provide such other Lenders with the benefits of any such collateral,
or the proceeds thereof, as shall be necessary to cause such benefitted
Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all
or any portion of such excess payment or benefits is thereafter recovered
from such benefitted Lender, such purchase shall be rescinded, and the
purchase price and benefits returned, to the extent of such recovery, but
without interest. The Company agrees that each Lender so purchasing a
portion of another Lender's Loans may exercise all rights of payment
(including, without limitation, rights of set-off) with respect to such
portion as fully as if such Lender were the direct holder of such portion.
The Administrative Agent shall promptly give the Company notice of any
set-off, provided that the failure to give such notice shall not affect the
validity of such set-off.

          (b) Upon the occurrence of an Event of Default specified in
subsection 9(a) or 9(f), the Administrative Agent and each Lender are
hereby irrevocably authorized at any time and from time to time without
notice to the Company, any such notice being hereby waived by the Company,
to set off and appropriate and apply any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case
whether direct or indirect, absolute or contingent, matured or unmatured,
at any time held or owing by the Administrative Agent or such Lender to or
for the credit or the account of the Company, or any part thereof in such
amounts as the Administrative Agent or such Lender may elect, on account of
the liabilities of the Company hereunder and under the other Credit
Documents and claims of every nature and description of the Administrative
Agent or such Lender against the Company, in any currency, whether arising
hereunder, under any other Credit Document or otherwise, as the
Administrative Agent or such Lender may elect, whether or not the
Administrative Agent or such Lender has made any demand for payment and
although such liabilities and claims may be contingent or unmatured. The
Administrative Agent and each Lender shall notify the Company promptly of
any such setoff made by it and the application made by it of the proceeds
thereof, provided that the failure to give such notice shall not affect the
validity of such setoff and application. The rights of the Administrative
Agent and each Lender under this paragraph are in addition to other rights
and remedies (including, without limitation, other rights of setoff) which
the Administrative Agent or such Lender may have.

          11.8 Counterparts. This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts and
all of said counterparts taken together shall be deemed to constitute one
and the same instrument. A set of the copies of this Agreement signed by
all the parties shall be lodged with the Company and the Administrative
Agent. This Agreement shall become effective with respect to the Company,
the Administrative Agent and the Lenders when the Administrative Agent
shall have received copies of this Agreement executed by the Company and
the Lenders, or, in the case of any Lender, shall have received telephonic
confirmation from such Lender stating that such Lender has executed
counterparts of this Agreement or the signature pages hereto and sent the
same to the Administrative Agent.

          11.9 Integration. This Agreement and the other Credit Documents
represent the entire agreement of the Credit Parties, the Administrative
Agent and the Lenders with respect to the subject matter hereof and
thereof, and there are no promises, undertakings, representations or
warranties by the Administrative Agent or any Lender relative to the
subject matter hereof or thereof not expressly set forth or referred to
herein or in the other Credit Documents.

          11.10 GOVERNING LAW; NO THIRD PARTY RIGHTS. THIS AGREEMENT AND
THE NOTES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THIS AGREEMENT IS
SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, AND, EXCEPT AS SET FORTH IN SUBSECTION 11.6, NO
OTHER PERSONS SHALL HAVE ANY RIGHT, BENEFIT, PRIORITY OR INTEREST UNDER, OR
BECAUSE OF THE EXISTENCE OF, THIS AGREEMENT.

          11.11 SUBMISSION TO JURISDICTION; WAIVERS. (a) EACH PARTY TO THIS
AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY:

               (i) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION
     OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY OF THE OTHER
     CREDIT DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT
     IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE
     COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF
     AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS
     FROM ANY THEREOF;

               (ii) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE
     BROUGHT IN SUCH COURTS, AND WAIVES ANY OBJECTION THAT IT MAY NOW OR
     HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY
     SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN
     INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

               (iii) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR
     PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR
     CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE
     PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN SUBSECTION 11.2 OR
     AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE
     BEEN NOTIFIED PURSUANT THERETO; AND

               (iv) AGREES THAT NOTHING CONTAINED HEREIN SHALL AFFECT THE
     RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY
     LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

          (b) EACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING REFERRED TO IN PARAGRAPH (A) ABOVE.

          11.12 Acknowledgements. The Company hereby acknowledges that:

          (a) none of the Administrative Agent or any Lender has any
     fiduciary relationship to any Credit Party, and the relationship
     between the Administrative Agent and the Lenders, on the one hand, and
     the Credit Parties, on the other hand, is solely that of creditor and
     debtor; and

          (b) no joint venture exists among the Lenders or among any Credit
     Parties and the Lenders.
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered in New York, New York by their proper and
duly authorized officers as of the day and year first above written.

                                 GULFSTREAM DELAWARE CORPORATION


                                 By: /s/ Chris A. Davis
                                    --------------------------------------
                                     Title:  Executive Vice President &
                                             Chief Financial & Administrative
                                             Officer

                                 THE CHASE MANHATTAN BANK, as Administrative 
                                 Agent and as a Lender


                                 By: /s/ William J. Caggiano
                                    --------------------------------------
                                    Title:  Managing Director


                                 ARAB BANK PLC


                                 By: /s/ Backer Ali
                                    --------------------------------------
                                     Title: Vice President & Controller
                                            Arab Bank PLC


                                 BANK AUSTRIA CREDITANSTALT
                                 CORPORATE FINANCE, INC.


                                 By: /s/ Clifford L. Wells
                                    --------------------------------------
                                     Title: Vice President


                                 By: /s/ William W. Hunter
                                    --------------------------------------
                                     Title: Vice President


                                 THE BANK OF NEW YORK


                                 By: /s/ David C. Siegel
                                    --------------------------------------
                                     Title: Vice President


                                 THE BANK OF NOVA SCOTIA


                                 By: /s/ William E. Zarrett
                                    --------------------------------------
                                     Title: Senior Relationship Manager


                                 BANK OF TOKYO-MITSUBISHI
                                 TRUST COMPANY

                                 By: /s/ Brian S. Dossie
                                    --------------------------------------
                                     Title: Assistant Vice President


                                 BANQUE NATIONALE DE PARIS


                                 By: /s/ John Stacy
                                    --------------------------------------
                                     Title: Vice President


                                 COMERCIA BANK


                                 By: /s/ Kristine L. Andersen
                                    --------------------------------------
                                     Title: Assistant Vice President


                                 CREDIT LYONNAIS NEW YORK BRANCH


                                 By: /s/ Philippe Soustra
                                    --------------------------------------
                                     Title: Senior Vice President


                                 THE FIRST NATIONAL BANK OF CHICAGO


                                 By: /s/ Dave T. McNeela
                                    --------------------------------------
                                     Title: Vice President


                                 FIRST UNION NATIONAL BANK


                                 By: /s/ Jeff Fisher
                                    --------------------------------------
                                     Title: Assistant Vice President


                                 FLEET NATIONAL BANK


                                 By: /s/ Roger C. Boucher
                                    --------------------------------------
                                     Title: Senior Vice President


                                 GULF INTERNATIONAL BANK


                                 By: /s/ Abdel-Fattah Tahoun
                                    --------------------------------------
                                     Title: Senior Vice President


                                 By: /s/ Mireille Khalidi
                                    --------------------------------------
                                     Title: Assistant Vice President


                                 THE INDUSTRIAL BANK OF JAPAN, LTD.


                                 By: /s/ Takuya Honjo
                                    --------------------------------------
                                     Title: Senior Vice President


                                 LANDESBANK SCHLESWIG-HOLSTEIN
                                 GIROZENTRALE


                                 By: /s/ Ulf Sonnabend
                                    --------------------------------------
                                     Title: Vice President


                                 By: /s/ Thomas Grunke
                                    --------------------------------------
                                     Title: Assistant Vice President


                                 MICHIGAN NATIONAL BANK


                                 By: /s/ Draga B. Palincas
                                    --------------------------------------
                                     Title: Relationship Manager


                                 PARIBAS


                                 By: /s/ Larry Robinson
                                    --------------------------------------
                                     Title: Vice President


                                 By: /s/ Rosine K. Matthews
                                    --------------------------------------
                                     Title: Vice President


                                 SOCIETE GENERALE


                                 By: /s/ Paul Dalle Molle
                                    --------------------------------------
                                     Title: Managing Director
                                            Head of Midwest Region


                                 SUMMIT BANK


                                 By: /s/ Robert A. Ewing
                                    --------------------------------------
                                     Title: Vice President


                                 SUN TRUST BANK, ATLANTA


                                 By: /s/ Jenna H. Kelly
                                    --------------------------------------
                                     Title: Vice President


                                 WACHOVIA BANK


                                 By: /s/ Tammie Fabbrini
                                    --------------------------------------
                                     Title: Vice President
<PAGE>
                                                                 Annex A
                                                                 -------


                                Pricing Grid
                                ------------

                                    Eurodollar               ABR
    Leverage Ratio Level        Applicable Margin     Applicable Margin
    --------------------        -----------------     -----------------
              I                       2.50%                 1.50%
             II                       2.25%                 1.25%
            III                       2.00%                 1.00%
             IV                       1.75%                 0.75%
              V                       1.50%                 0.50%
             VI                       1.25%                 0.25%
            VII                       1.00%                 0.00%

<PAGE>

                                                               EXHIBIT A TO
                                                        TERM LOAN AGREEMENT
                                                        -------------------

                             FORM OF TERM NOTE

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND
PROVISIONS OF THE TERM LOAN AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS
NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE
AGENT PURSUANT TO THE TERMS OF SUCH TERM LOAN AGREEMENT.



$_______________                                       New York, New York
                                                        _______  __, 1999


          FOR VALUE RECEIVED, the undersigned, GULFSTREAM DELAWARE
CORPORATION, a Delaware corporation (the "Company"), hereby unconditionally
promises to pay to the order of __________ (the "Lender") or its registered
assigns at the office of The Chase Manhattan Bank, located at 270 Park
Avenue, New York, New York 10017, in lawful money of the United States of
America and in immediately available funds, the principal amount of
____________ DOLLARS ($___________), or, if less, the unpaid principal
amount of the Term Loan of the Lender. The principal amount of the Term
Loan of the Lender shall be paid in the amounts and on the dates specified
in subsection 2.2 of the Term Loan Agreement. The Company further agrees to
pay interest in like money at such office on the unpaid principal amount
hereof from time to time outstanding at the rates and on the dates
specified in subsection 4.7 of the Term Loan Agreement.

          The holder of this Note is authorized to endorse on the schedules
annexed hereto and made a part hereof or on a continuation thereof which
shall be attached hereto and made a part hereof the date, Type and amount
of the Term Loan extended by the Lender and the date and amount of each
payment or prepayment of principal with respect thereto, the date of each
interest rate conversion pursuant to subsection 4.3 of the Term Loan
Agreement and the principal amount with respect thereto and, in the case of
Eurodollar Loans, the length of each Interest Period and the Eurodollar
Rate with respect thereto. In the absence of manifest error, each such
recordation shall constitute prima facie evidence of the accuracy of the
information recorded, provided that the failure of the Lender to make such
recordation (or any error in such recordation) shall not affect the
obligations of the Company in respect of such Term Loan.

          This Note (a) is one of the Term Notes referred to in the Term
Loan Agreement, dated as of April 15, 1999 among the Company, the Lender,
the other banks, financial institutions and other entities from time to
time parties thereto and The Chase Manhattan Bank, as Administrative Agent
(as the same may be amended, supplemented or otherwise modified from time
to time, the "Term Loan Agreement"), (b) is subject to the provisions of
the Term Loan Agreement and (c) is subject to optional and mandatory
prepayment in whole or in part as provided in the Term Loan Agreement. This
Note is guaranteed as provided in the Credit Documents. Reference is hereby
made to the Credit Documents for a description of the nature and extent of
the guarantees, the terms and conditions upon which each guarantee was
granted and the rights of the holder of this Note in respect thereof.

          This Note and the Loans evidenced hereby may be transferred in
whole or in part only by registration of such transfer on the register
maintained for such purpose by or on behalf of the Company as provided in
subsection 11.6(d) of the Term Loan Agreement.

          Upon the occurrence of any one or more of the Events of Default,
all amounts then remaining unpaid on this Note shall become, or may be
declared to be, immediately due and payable, all as provided in the Term
Loan Agreement.

          All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind.

          Unless otherwise defined herein, terms defined in the Term Loan
Agreement and used herein shall have the meanings given to them in the Term
Loan Agreement.

          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


                                    GULFSTREAM DELAWARE CORPORATION


                                    By:
                                       -----------------------------------

                                    Name:
                                         ---------------------------------

                                    Title:
                                          --------------------------------

<PAGE>
<TABLE>
<CAPTION>

                                                                 Schedule A
                                                               to Term Note
                                                               ------------


                       LOANS AND REPAYMENTS OF LOANS


---------------- ---------------------- ------------ --------------- ------------------------- --------------------
                                                        Amount of                
                                         Type of      Principal of       Unpaid Principal
     Date            Amount of Loans       Loan       Loans Repaid       Balance of Loans        Notation Made By
---------------- ---------------------- ------------ --------------- ------------------------- --------------------
<S>                 <C>                 <C>           <C>             <C>                        <C>


---------------- ---------------------- ------------ --------------- ------------------------- --------------------


---------------- ---------------------- ------------ --------------- ------------------------- --------------------


---------------- ---------------------- ------------ --------------- ------------------------- --------------------


---------------- ---------------------- ------------ --------------- ------------------------- --------------------


---------------- ---------------------- ------------ --------------- ------------------------- --------------------


---------------- ---------------------- ------------ --------------- ------------------------- --------------------


---------------- ---------------------- ------------ --------------- ------------------------- --------------------


---------------- ---------------------- ------------ --------------- ------------------------- --------------------


---------------- ---------------------- ------------ --------------- ------------------------- --------------------


---------------- ---------------------- ------------ --------------- ------------------------- --------------------


---------------- ---------------------- ------------ --------------- ------------------------- --------------------


---------------- ---------------------- ------------ --------------- ------------------------- --------------------


---------------- ---------------------- ------------ --------------- ------------------------- --------------------


---------------- ---------------------- ------------ --------------- ------------------------- --------------------
</TABLE>
<PAGE>
                                                               EXHIBIT B TO
                                                        TERM LOAN AGREEMENT
                                                        -------------------

                      FORM OF COMPANY PLEDGE AGREEMENT


          COMPANY PLEDGE AGREEMENT dated as of _____ __, 1999 made by
GULFSTREAM DELAWARE CORPORATION, a Delaware corporation (the "Pledgor"), in
favor of THE CHASE MANHATTAN BANK ("Chase"), as collateral agent (in such
capacity, the "Collateral Agent") for (i) the lenders (the "Term Loan
Lenders") parties to the Term Loan Agreement, dated as of April 15, 1999
(as amended, supplemented or otherwise modified from time to time, the
"Term Loan Agreement"), among the Pledgor, the Administrative Agent and the
Lenders and (ii) the lenders (the "1996 Lenders") parties to the Credit
Agreement, dated as of October 16, 1996 (as amended, supplemented or
otherwise modified from time to time, the "1996 Credit Agreement"), among
the Pledgor, Chase, as administrative agent for the 1996 Lenders, and the
1996 Lenders.

                           W I T N E S S E T H :


          WHEREAS, pursuant to the Term Loan Agreement, the Term Loan
Lenders have severally agreed to make loans to the Pledgor upon the terms
and subject to the conditions set forth therein;

          WHEREAS, the Pledgor is the legal and beneficial owner of the
shares of Pledged Stock (as hereinafter defined) issued by the Persons
named under the caption "Issuer" on Schedules I and II hereto;

          WHEREAS, the Pledgor is the legal and beneficial owner of the
Note Collateral (as defined herein);

          WHEREAS, it is a condition precedent to the obligation of the
Term Loan Lenders to make their respective loans to the Pledgor under the
Term Loan Agreement that the Pledgor shall have executed and delivered this
Pledge Agreement to the Collateral Agent for the ratable benefit of the
Lenders;

          NOW, THEREFORE, in consideration of the premises and to induce
the Term Loan Lenders to make their respective loans to the Pledgor under
the Term Loan Agreement, the Pledgor hereby agrees with the Collateral
Agent, for the ratable benefit of the Lenders, as follows:

          1. Defined Terms. Unless otherwise defined herein, terms that are
defined in the Term Loan Agreement and used herein are so used as so
defined; and the following terms which are defined in the Uniform
Commercial Code in effect in the State of New York on the date hereof are
used herein as so defined: Accounts, Chattel Paper, General Intangibles and
Instruments; and the following terms shall have the following meanings:

          "Code": the Uniform Commercial Code from time to time in effect
in the State of New York.

          "Collateral": the collective reference to the Pledged Stock, the
Note Collateral and all Proceeds thereof.

          "Credit Agreements": the collective reference to the Term Loan
Agreement and the 1996 Credit Agreement.

          "Gulfstream Georgia Note": the floating rate note, due October 1,
2003 and dated October 16, 1996 in the principal amount of $400,000,000
made by Gulfstream Aerospace Corporation, a Georgia corporation, in favor
of the Pledgor.

          "Holdings Note": the 6.72% note, due October 1, 2004 and dated
October 16, 1996 in the principal amount of $100,000,000 made by Holdings
in favor of the Pledgor in connection with the Refinancing.

          "Issuer": with respect to any Pledged Stock, the Issuers from
time to time listed on Schedules I and II hereto as the issuer of such
Pledged Stock.

          "Lenders": the collective reference to the Term Loan Lenders and
the 1996 Lenders.

          "1996 Obligations": the "Obligations" as defined in the 1996
Credit Agreement.

          "Note Collateral": all Pledged Notes and any collateral security
for any Pledged Note which are required to be pledged to the Collateral
Agent under the Credit Agreements.

          "Obligations": the collective reference to the Term Loan
Obligations and the 1996 Obligations.

          "Pledge Agreement": this Pledge Agreement, as amended,
supplemented or otherwise modified from time to time.

          "Pledge Agreement Lenders": at a particular time, the holders of
at least 51% of the sum of (i) the aggregate unpaid principal amount of the
Loans, if any, under the Term Loan Agreement and (ii) the aggregate unpaid
principal amount of the Term Loans (as defined in the 1996 Credit
Agreement) outstanding at such time, if any, and the aggregate Revolving
Credit Commitments (as defined in the 1996 Credit Agreement) at such time.

          "Pledged Notes": the Gulfstream Georgia Note and the Holdings
Note.

          "Pledged Stock": all of the shares of capital stock of the
Issuers listed on Schedules I and II hereto (but not more than 65% of all
shares of each class of capital stock of the Issuers listed on Schedule II
hereto) now owned or at any time hereafter acquired by the Pledgor or in
which the Pledgor now has or may from time to time acquire any right, title
or interest, together with all stock certificates, options or rights of any
nature whatsoever that may be issued or granted by the Issuer thereof to
the Pledgor while this Pledge Agreement is in effect.

          "Proceeds": all "proceeds" as such term is defined in Section
9-306(1) of the Code on the date hereof and, in any event, shall include,
without limitation, all dividends or other income from the Pledged Stock,
all payments and other distributions and income with respect to any Pledged
Notes, and any and all collections on the foregoing or distributions with
respect to the foregoing.

          "Term Loan Obligations": the "Obligations" as defined in the Term
Loan Agreement.

          2. Pledge; Grant of Security Interest. The Pledgor hereby
delivers to the Collateral Agent, for the ratable benefit of the Lenders,
all of the Pledgor's right, title and interest in the Pledged Stock and the
Pledged Notes and hereby transfers and grants to the Collateral Agent, for
the ratable benefit of the Lenders, a first security interest in all of the
Pledgor's right, title and interest in all of the Collateral, as collateral
security for the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of the
Obligations.

          3. Stock Powers. (a) Concurrently with the delivery to the
Collateral Agent of each certificate representing one or more shares of
Pledged Stock, the Pledgor shall deliver an undated stock power covering
such certificate, duly executed in blank by the Pledgor.

          (b) Concurrently with the delivery to the Collateral Agent of any
Pledged Note, the Pledgor shall deliver an undated endorsement covering the
Pledged Note, duly executed in blank by the Pledgor.


          4. Representations and Warranties. The Pledgor represents and
warrants that:

          (a) the shares of capital stock of each of the Issuers listed on
Schedules I and II hereto which are identified as Pledged Stock on said
Schedules I and II constitute (i) all of the issued and outstanding shares
of capital stock of the Issuers listed on Schedule I hereto which are owned
by the Pledgor; and (ii) all of the issued and outstanding shares of
capital stock of the Issuers listed on Schedule II hereto which are owned
by the Pledgor (but not in excess of 65% of the issued and outstanding
shares of all classes of the capital stock of such Issuers).

          (b) all the shares of Pledged Stock have been duly and validly
issued and are fully paid and nonassessable;

          (c) the Pledgor is the record and beneficial owner of, and has
good title to, the Collateral, free of any and all Liens or options in
favor of, or claims of, any other Person, except the Lien created by this
Pledge Agreement; and

          (d) upon (i) delivery to the Collateral Agent of the stock
certificates evidencing the Pledged Stock and (ii) delivery to the
Collateral Agent of the Pledged Notes, together with the endorsement
thereof herein provided, the Lien granted pursuant to this Pledge Agreement
will constitute a valid, perfected first priority Lien on the Collateral
(except, with respect to Proceeds, only to the extent permitted by Section
9-306 of the Code), enforceable as such against all creditors of the
Pledgor and any Persons purporting to purchase any Collateral from the
Pledgor except in each case as enforceability may be affected by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding
in equity or at law) and an implied covenant of good faith and fair
dealing. No security agreement, financing statement or other public notice
with respect to all or any part of the Collateral is on file or of record
in any public office.

          (e) The Pledgor's chief executive office and chief place of
business, and the place where the Pledgor keeps its records concerning the
Collateral, is located at: 500 Gulfstream Rd., Savannah, Georgia
31402-2206, or such other location as the Pledgor shall inform the
Collateral Agent in accordance with subsection 6(e).

          The Pledgor agrees that the foregoing representations and
warranties shall be deemed to have been made by it on each Borrowing Date
by the Pledgor under the Term Loan Agreement on and as of such Borrowing
Date as though made hereunder on and as of such Borrowing Date.

          5. Covenants. The Pledgor covenants and agrees with the
Collateral Agent and the Lenders, that, from and after the date of this
Pledge Agreement until the Obligations are paid in full and the Commitments
are terminated:

          (a) If the Pledgor shall, as a result of its ownership of the
Collateral, become entitled to receive or shall receive any stock
certificate (including, without limitation, any certificate representing a
stock dividend or a distribution in connection with any reclassification,
increase or reduction of capital or any certificate issued in connection
with any reorganization), promissory note or other instrument, option or
rights, whether in addition to, in substitution of, as a conversion of, or
in exchange for any of the Collateral, or otherwise in respect thereof, the
Pledgor shall accept the same as the agent of the Collateral Agent and the
Lenders, hold the same in trust for the Collateral Agent and the Lenders
and deliver the same forthwith to the Collateral Agent in the exact form
received, duly indorsed by the Pledgor to the Collateral Agent, if
required, together with an undated stock power or endorsement, as
appropriate, covering such certificate, note or instrument duly executed in
blank by the Pledgor and with, if the Collateral Agent so requests,
signature guarantees, to be held by the Collateral Agent, subject to the
terms hereof, as additional collateral security for the Obligations. Any
sums paid upon or in respect of the Collateral upon the liquidation or
dissolution of any Issuer shall be paid over to the Collateral Agent to be
held by it hereunder as additional collateral security for the Obligations,
and, in case any distribution of capital shall be made on or in respect of
the Collateral or any property shall be distributed upon or with respect to
the Collateral pursuant to the recapitalization or reclassification of the
capital of such Issuer or pursuant to the reorganization thereof, the
property so distributed shall be delivered to the Collateral Agent to be
held by it hereunder as additional collateral security for the Obligations.
If any sums of money or property so paid or distributed in respect of the
Collateral shall be received by the Pledgor, the Pledgor shall, until such
money or property is paid or delivered to the Collateral Agent, hold such
money or property in trust for the Lenders, segregated from other funds of
the Pledgor, as additional collateral security for the Obligations.

          (b) Without the prior written consent of the Collateral Agent and
except as permitted by, or not prohibited under, the Credit Agreements, the
Pledgor will not (i) vote to enable, or take any other action to permit,
any Issuer to issue any stock, membership interests or other equity
securities of any nature or to issue any other securities convertible into
or granting the right to purchase or exchange for any stock or other equity
securities of any nature of such Issuer, (ii) sell, assign, transfer,
exchange, or otherwise dispose of, or grant any option with respect to, the
Collateral, or (iii) create, incur or permit to exist any Lien or option in
favor of, or any claim of any Person with respect to, any of the
Collateral, or any interest therein, except for the Lien provided for by
this Pledge Agreement. The Pledgor will defend the right, title and
interest of the Collateral Agent and the Lenders in and to the Collateral
against the claims and demands of all Persons whomsoever.

          (c) At any time and from time to time, upon the written request
of the Collateral Agent, and at the sole expense of the Pledgor, the
Pledgor will promptly and duly execute and deliver such further instruments
and documents and take such further actions as the Collateral Agent may
reasonably request for the purposes of obtaining or preserving the full
benefits of this Pledge Agreement and of the rights and powers herein
granted. If any amount payable under or in connection with any of the
Collateral shall be or become evidenced by any promissory note, other
Instrument or Chattel Paper, such note, Instrument or Chattel Paper shall
be immediately delivered to the Collateral Agent, duly endorsed in a manner
satisfactory to the Collateral Agent, to be held as Collateral pursuant to
this Pledge Agreement.

          (d) The Pledgor agrees to pay, and to hold the Collateral Agent
and the Lenders harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamp, excise, sales or
other similar taxes which may be payable or determined to be payable with
respect to any of the Collateral or in connection with any of the
transactions contemplated by this Pledge Agreement.

          (e) The Pledgor will not, unless it shall give 45 days' prior
written notice to such effect to the Collateral Agent, (i) change the
location of its chief executive office or chief place of business from that
specified in Section 5(e) hereof, or remove its books and records from such
location or (ii) change its name, identity or structure to such an extent
that any financing statements filed by the Collateral Agent in connection
with this Agreement would become misleading.

          6. Cash Dividends; Interest; Voting Rights. (a) Unless an Event of
Default shall have occurred and be continuing and the Collateral Agent
shall (unless such Event of Default is an Event of Default specified in
subsection 9(f) of the Term Loan Agreement or subsection 9(f) of the 1996
Credit Agreement, in which case no such notice need be given) have given
notice to the Pledgor of the Collateral Agent's intent to exercise its
rights pursuant to paragraph 8 below, the Pledgor shall be (i) permitted to
receive all cash dividends or distributions to the extent permitted in the
Credit Agreements in respect of the Pledged Stock, (ii) entitled to receive
and retain any interest payments or other distributions made in respect of
the Pledged Notes in accordance with the terms of the Credit Agreements and
(iii) permitted to exercise all voting, corporate, limited liability
company and other rights of ownership with respect to the Pledged Stock and
the Pledged Notes, provided, however, that no vote shall be cast or
corporate right exercised or other action taken which, in the Collateral
Agent's reasonable judgment, would impair the Collateral or which would be
inconsistent with or result in any violation of any provision of the Credit
Agreements or any of the other Credit Documents.

          (b) If an Event of Default shall have occurred and be continuing
and the Collateral Agent shall (unless such Event of Default is an Event of
Default specified in subsection 9(f) of the Term Loan Agreement or
subsection 9(f) of the 1996 Credit Agreement, in which case no such notice
need be given) have given notice to the Pledgor of its intent to exercise
its rights pursuant to paragraph 8 below, (i) all dividends, interest
payments and other distributions (including cash) paid on or in respect of
the Pledged Stock and Pledged Notes shall be paid to and retained by the
Collateral Agent as Collateral hereunder (or if received by the Pledgor,
shall be held in trust by the Pledgor for the benefit of the Collateral
Agent and the Lenders and shall be forthwith delivered by it, and in the
case of the Pledged Notes, together with an appropriate undated endorsement
duly executed in blank), and (ii) all voting, corporate, limited liability
company and other rights pertaining to the Pledged Stock and the Pledged
Notes, if any, shall be exercised by the Collateral Agent.

          8. Rights of the Lenders and the Collateral Agent. (a) If an Event
of Default shall occur and be continuing and the Collateral Agent shall
(unless such Event of Default is an Event of Default specified in
subsection 9(f) of the Term Loan Agreement or subsection 9(f) of the 1996
Credit Agreement, in which case no such notice need be given) give notice
of its intent to exercise its rights hereunder to the Pledgor, (i) the
Collateral Agent shall have the right to receive any and all cash
dividends, distributions and payments or other income paid in respect of
the Collateral and make application thereof to the Obligations in such
order as the Collateral Agent may determine and (ii) all shares of the
Pledged Stock and all rights in the Note Collateral shall be registered in
the name of the Collateral Agent or its nominee, and the Collateral Agent
or its nominee may thereafter exercise (A) all voting, corporate, member,
creditor and other rights, powers and privileges pertaining to such
Collateral at any meeting of shareholders of any Issuer and (B) any and all
rights of conversion, exchange, subscription and any other rights,
privileges or options pertaining to the Collateral as if it were the
absolute owner thereof (including, without limitation, the right to
exchange at its discretion any and all of the Collateral upon the merger,
consolidation, reorganization, recapitalization or other fundamental change
in the structure of any Issuer, or upon the exercise by the Pledgor or the
Collateral Agent of any right, privilege or option pertaining to the
Collateral, and in connection therewith, the right to deposit and deliver
any and all of the Collateral with any committee, depositary, transfer
agent, registrar or other designated agency upon such terms and conditions
as it may determine), all without liability except to account for property
actually received by it and except for its gross negligence or willful
misconduct, but the Collateral Agent shall have no duty to the Pledgor to
exercise any such right, privilege or option and shall not be responsible
for any failure to do so or delay in so doing.

          (b) The rights of the Collateral Agent and the Lenders hereunder
shall not be conditioned or contingent upon the pursuit by the Collateral
Agent or any Lender of any right or remedy against any Issuer or the
Pledgor or against any other Person which may be or become liable in
respect of all or any part of the Obligations or against any collateral
security therefor, guarantee therefor or right of set-off with respect
thereto. Neither the Collateral Agent nor any Lender shall be liable for
any failure to demand, collect or realize upon all or any part of the
Collateral or for any delay in doing so, nor shall the Collateral Agent be
under any obligation to sell or otherwise dispose of any Collateral upon
the request of the Pledgor or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof.

          8. Remedies. In the event that any portion of the Obligations has
been declared or becomes due and payable in accordance with the terms of
the Term Loan Agreement or the 1996 Credit Agreement and such Obligations
have not been paid in full, the Collateral Agent, on behalf of the Lenders,
may exercise, in addition to all other rights and remedies granted in this
Pledge Agreement and in any other instrument or agreement securing,
evidencing or relating to the Obligations, all rights and remedies of a
secured party under the Code. Without limiting the generality of the
foregoing, the Collateral Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except
any notice required by law referred to below) to or upon the Pledgor, any
Issuer, or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or
any part thereof, and/or may forthwith sell, assign, give option or options
to purchase or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, in the over-the-counter market, at any
exchange or broker's board or office of the Collateral Agent or any Lender
or elsewhere upon such terms and conditions as it may deem advisable and at
such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk. The Collateral Agent or any
Lender shall have the right upon any such public sale or sales, and, to the
extent permitted by law, upon any such private sale or sales, to purchase
the whole or any part of the Collateral so sold, free of any right or
equity of redemption in the Pledgor, which right or equity is hereby waived
or released. The Collateral Agent shall apply any Proceeds from time to
time held by it and the net proceeds of any such collection, recovery,
receipt, appropriation, realization or sale, after deducting all reasonable
costs and expenses of every kind incurred in respect thereof or incidental
to the care or safekeeping of any of the Collateral or in any way relating
to the Collateral or the rights of the Collateral Agent and the Lenders
hereunder, including, without limitation, reasonable attorneys' fees and
disbursements of counsel to the Collateral Agent, to the payment in whole
or in part of the Obligations, in such order as the Collateral Agent may
elect, and only after such application and after the payment by the
Collateral Agent of any other amount required by any provision of law,
including, without limitation, Section 9-504(1)(c) of the Code, need the
Collateral Agent account for the surplus, if any, to the Pledgor. To the
extent permitted by applicable law, the Pledgor waives all claims, damages
and demands it may acquire against the Collateral Agent or any Lender
arising out of the lawful exercise by them of any rights hereunder. If any
notice of a proposed sale or other disposition of Collateral shall be
required by law, such notice shall be deemed reasonable and proper if given
at least 10 days before such sale or other disposition.

          9. Registration Rights; Private Sales. (a) If the Collateral Agent
shall determine to exercise its right to sell any or all of the Collateral
pursuant to paragraph 9 hereof, and if in the opinion of the Collateral
Agent it is necessary or advisable to have the Collateral, or that portion
thereof to be sold, registered under the provisions of the Securities Act
of 1933, as amended (the "Securities Act"), the Pledgor will cause each
Issuer whose stock or note or membership interest, as the case may be, is
to be so registered to (i) execute and deliver, and cause the directors and
officers of such Issuer or the Pledgor, as the case may be, to execute and
deliver, all such instruments and documents, and do or cause to be done all
such other acts as may be, in the opinion of the Collateral Agent,
necessary or advisable to register the Collateral, or that portion thereof
to be sold, under the provisions of the Securities Act, (ii) use its best
efforts to cause the registration statement relating thereto to become
effective and to remain effective for a period of one year from the date of
the first public offering of the Collateral or that portion thereof to be
sold, and (iii) make all amendments thereto and/or to the related
prospectus that, in the opinion of the Collateral Agent, are necessary or
advisable, all in conformity with the requirements of the Securities Act
and the rules and regulations of the Securities and Exchange Commission
applicable thereto. The Pledgor agrees to cause each Issuer to comply with
the provisions of the securities or "Blue Sky" laws of any and all
jurisdictions that the Collateral Agent shall designate and to make
available to its security holders, as soon as practicable, an earnings
statement (which need not be audited) that will satisfy the provisions of
Section 11(a) of the Securities Act.

          (b) The Pledgor recognizes that the Collateral Agent may be
unable to effect a public sale of any or all the Collateral by reason of
certain prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers that will be
obliged to agree, among other things, to acquire such securities for their
own account for investment and not with a view to the distribution or
resale thereof. The Pledgor acknowledges and agrees that any such private
sale may result in prices and other terms less favorable than if such sale
were a public sale and, notwithstanding such circumstances, agrees that any
such private sale shall be deemed to have been made in a commercially
reasonable manner. The Collateral Agent shall be under no obligation to
delay a sale of any of the Collateral for the period of time necessary to
permit any Issuer to register such securities for public sale under the
Securities Act, or under applicable state securities laws, even if such
Issuer would agree to do so.

          (c) The Pledgor further agrees to use its best efforts to do or
cause to be done all such other acts as may be necessary to make such sale
or sales of all or any portion of the Collateral pursuant to this paragraph
9 valid and binding and in compliance with any and all other applicable
Requirements of Law. The Pledgor further agrees that a breach of any of the
covenants contained in this paragraph 10 will cause irreparable injury to
the Collateral Agent and the Lenders, that the Collateral Agent and the
Lenders have no adequate remedy at law in respect of such breach and, as a
consequence, that each and every covenant contained in this paragraph 9
shall be specifically enforceable against the Pledgor, and the Pledgor
hereby waives and agrees not to assert any defenses against an action for
specific performance of such covenants.

          10. Limitation on Duties Regarding Collateral. The Collateral
Agent's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of
the Code or otherwise, shall be to deal with it in the same manner as the
Collateral Agent deals with similar securities and property for its own
account. Neither the Collateral Agent nor any Lender nor their respective
directors, officers, employees or agents shall be liable for failure to
demand, collect or realize upon any of the Collateral or for any delay in
doing so (except to the extent the same constitutes gross negligence or
willful misconduct) or shall be under any obligation to sell or otherwise
dispose of any Collateral upon the request of the Pledgor or otherwise.

          11. Powers Coupled with an Interest. All authorizations and
agencies herein contained with respect to the Collateral are irrevocable
and powers coupled with an interest.

          12. Severability. Any provision of this Pledge Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.

          13. Paragraph Headings. The paragraph headings used in this
Pledge Agreement are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in the
interpretation hereof.

          14. No Waiver; Cumulative Remedies. Neither the Collateral Agent
nor any Lender shall by any act (except by a written instrument pursuant to
paragraph 15 hereof) be deemed to have waived any right or remedy
hereunder. No failure to exercise, nor any delay in exercising, on the part
of the Collateral Agent or any Lender any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise
of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Collateral Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Collateral Agent or such Lender would otherwise
have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive
of any other rights or remedies provided by law.

          15. Waivers and Amendments; Successors and Assigns; Governing
Law. None of the terms or provisions of this Pledge Agreement may be
waived, amended, supplemented or otherwise modified except by a written
instrument executed by the Pledgor, the Collateral Agent and the Pledge
Agreement Lenders, provided that no such waiver and no such amendment,
supplement or modification shall alter the equal and ratable treatment
afforded the Obligations without the written consent of each Lender
adversely affected by any such waiver, amendment, supplement or
modification. This Pledge Agreement shall be binding upon the successors
and assigns of the Pledgor and shall inure to the benefit of the Collateral
Agent and the Lenders and their respective successors and assigns. THIS
PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          16. Notices. Notices by the Collateral Agent may be given by
mail, by telex or by facsimile transmission, addressed or transmitted to
the Issuers at their addresses or transmission numbers set forth in
Schedule III hereto and to the Pledgor at the address or transmission
number set forth in subsection 11.2 of the Term Loan Agreement. Such notice
shall be effective (a) in the case of mail, three Business Days after
deposit in the postal system, first class postage pre-paid, and (b) in the
case of telex or facsimile notices, when sent, answerback received,
addressed. The Pledgor and the Issuers may change their respective
addresses and transmission numbers by written notice to the Collateral
Agent.

          17. Irrevocable Authorization and Instruction to Issuers. The
Pledgor hereby authorizes and instructs the Issuers to comply with any
instruction received by it from the Collateral Agent in writing that (a)
states that an Event of Default has occurred and is continuing and (b) is
otherwise in accordance with the terms of this Pledge Agreement, without
any other or further instructions from the Pledgor, and the Pledgor agrees
that the Issuers shall be fully protected in so complying.

          18. Authority of Collateral Agent. The Pledgor acknowledges that
the rights and responsibilities of the Collateral Agent under this Pledge
Agreement with respect to any action taken by the Collateral Agent or the
exercise or non-exercise by the Collateral Agent of any option, voting
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Pledge Agreement shall, as between the
Collateral Agent and the Lenders, be governed by the Credit Agreements and
by such other agreements with respect thereto as may exist from time to
time among them, but, as between the Collateral Agent and the Pledgor, the
Collateral Agent shall be conclusively presumed to be acting as agent for
the Lenders with full and valid authority so to act or refrain from acting,
and neither the Pledgor nor the Issuers shall be under any obligation, or
entitlement, to make any inquiry respecting such authority.

          IN WITNESS WHEREOF, the undersigned has caused this Pledge
Agreement to be duly executed and delivered as of the date first above
written.

                              GULFSTREAM DELAWARE CORPORATION


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

<PAGE>
                        ACKNOWLEDGEMENT AND CONSENT

          The undersigned Issuers referred to in the foregoing Company
Pledge Agreement hereby acknowledge receipt of a copy thereof and agree to
be bound thereby and to comply with the terms thereof insofar as such terms
are applicable to it. The undersigned Issuers agree to notify the
Collateral Agent promptly in writing of the occurrence of any of the events
described in paragraph 5(a) of the Company Pledge Agreement. The
undersigned Issuers further agree that the terms of paragraph 9(c) of the
Company Pledge Agreement shall apply to them, mutatis mutandis, with
respect to all actions that may be required of them under or pursuant to or
arising out of paragraph 9 of the Company Pledge Agreement.

                     GULFSTREAM AEROSPACE CORPORATION,
                      a Georgia Corporation

                     GULFSTREAM AEROSPACE CORPORATION,
                      a California Corporation

                     GULFSTREAM AEROSPACE CORPORATION,
                      D/B/A GULFSTREAM AEROSPACE
                      TECHNOLOGIES
                      an Oklahoma Corporation


                                       By:
                                          ---------------------------------
                                           Title:
<PAGE>
<TABLE>
<CAPTION>

                                                                    SCHEDULE I
                                                                    to Company
                                                              Pledge Agreement
                                                              ----------------


            DESCRIPTION OF PLEDGED STOCK (DOMESTIC SUBSIDIARIES)
            ----------------------------------------------------


                                                                                Percentage of
                                                                                 Outstanding
                              Stock          Total No. of     Number of         Shares Owned
               Class of       Certificate    Outstanding    Shares Owned           by
Issuer           Stock            No.          Shares       by the Pledgor      the Pledgor
------         --------       -----------    ------------   --------------      --------------
<S>            <C>            <C>            <C>            <C>                 <C>







</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                                   SCHEDULE II
                                                                    To Company
                                                              Pledge Agreement
                                                              ----------------



            DESCRIPTION OF PLEDGED STOCK (FOREIGN SUBSIDIARIES)
            ----------------------------------------------------


                                                                                Percentage of
                                                                                 Outstanding
                              Stock          Total No. of     Number of         Shares Owned
               Class of       Certificate    Outstanding    Shares Owned           by
Issuer           Stock            No.          Shares       by the Pledgor      the Pledgor
------         --------       -----------    ------------   --------------      --------------
<S>            <C>            <C>            <C>            <C>                 <C>







</TABLE>
<PAGE>
                                                                  SCHEDULE III
                                                                    To Company
                                                              Pledge Agreement
                                                              ----------------

                             ADDRESSES OF ISSUERS
                             --------------------










<PAGE>



                                                               EXHIBIT C TO
                                                        TERM LOAN AGREEMENT
                                                        -------------------



                         FORM OF HOLDINGS GUARANTEE


          HOLDINGS GUARANTEE, dated as of _____ __, 1999, made by
GULFSTREAM AEROSPACE CORPORATION (this "Guarantee"), a Delaware corporation
(the "Guarantor"), in favor of THE CHASE MANHATTAN BANK, as Administrative
Agent (in such capacity, the "Administrative Agent") for the banks and
other financial institutions (the "Lenders") that are parties to the Term
Loan Agreement described below.

                           W I T N E S S E T H :


          WHEREAS, GULFSTREAM DELAWARE CORPORATION, a Delaware corporation
(the "Company"), is party to the Term Loan Agreement, dated as of the date
hereof among the Company, the Lenders and the Administrative Agent (as
amended, supplemented or otherwise modified from time to time, the "Term
Loan Agreement");

          WHEREAS, pursuant to the terms of the Term Loan Agreement and the
other Credit Documents, the Lenders have severally agreed to make loans to
the Company;

          WHEREAS, it is a condition precedent to the obligation of the
Lenders to make their respective loans to the Company under the Term Loan
Agreement that the Guarantor shall have executed and delivered this
Guarantee to the Administrative Agent for the ratable benefit of the
Lenders;

          NOW, THEREFORE, in consideration of the premises and to induce
the Administrative Agent and the Lenders to enter into the Term Loan
Agreement and to make Loans thereunder, the Guarantor hereby agrees with
and for the benefit of the Administrative Agent and the Lenders as follows:

          1. Defined Terms. As used in this Guarantee, terms defined in the
Term Loan Agreement (unless otherwise defined herein) are used herein as
therein defined.

          2. Guarantee. The Guarantor hereby unconditionally and
irrevocably guarantees to the Administrative Agent and the Lenders and
their respective successors, indorsees, transferees and assigns, the prompt
and complete payment by the Company when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations, and the
Guarantor further agrees to pay any and all expenses (including, without
limitation, all reasonable fees and disbursements of counsel) which may be
paid or incurred by the Administrative Agent or any Lender in enforcing, or
obtaining advice of counsel in respect of, any rights with respect to, or
collecting, any or all of the Obligations and/or enforcing any rights with
respect to, or collecting against, the Guarantor under this Guarantee. This
Guarantee constitutes a guarantee of payment when due and not of
collection, and the Guarantor specifically agrees that it shall not be
necessary or required that the Administrative Agent or any Lender exercise
any right, assert any claim or demand or enforce any remedy whatsoever
against the Company (or any other Person) before or as a condition to the
obligations of the Guarantor hereunder.

          No payment or payments made by the Company, any other guarantor
or any other Person or received or collected by the Administrative Agent or
any Lender from the Company, any other guarantor or any other Person by
virtue of any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of or in payment
of the Obligations shall be deemed to modify, reduce, release or otherwise
affect the liability of the Guarantor hereunder which shall,
notwithstanding any such payment or payments other than payments made by
the Guarantor in respect of the Obligations or payments received or
collected from the Guarantor in respect of the Obligations, remain liable
for the Obligations until the Obligations are paid in full and the
Commitments are terminated.

          The Guarantor agrees that whenever, at any time, or from time to
time, it shall make any payment to the Administrative Agent or any Lender
on account of its liability hereunder, it will notify the Administrative
Agent in writing that such payment is made under this Guarantee for such
purpose.

          4. Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default specified in the Term Loan Agreement,
the Guarantor hereby irrevocably authorizes each Lender at any time and
from time to time without notice to the Guarantor, any such notice being
expressly waived by the Guarantor, to set-off and appropriate and apply any
and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in
any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by such Lender
to or for the credit or the account of the Guarantor, or any part thereof,
in such amounts as such Lender may elect, against and on account of the
obligations and liabilities of the Guarantor to such Lender hereunder and
claims of every nature and description of such Lender against the
Guarantor, in any currency, whether arising hereunder, under the Term Loan
Agreement, the Notes or otherwise under any other Credit Document, as such
Lender may elect, whether or not the Administrative Agent or any Lender has
made any demand for payment and although such obligations, liabilities and
claims may be contingent or unmatured. Each Lender agrees to notify the
Guarantor promptly of any such set-off and the application made by such
Lender, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Lender under
this paragraph are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which such Lender may have.

          5. Subrogation, etc. Notwithstanding any payment or payments made
by the Guarantor hereunder, or any set-off or application of funds of the
Guarantor by any Lender, the Guarantor shall not exercise any of the rights
of the Administrative Agent or any Lender which the Guarantor may acquire
by way of subrogation, by any payment made hereunder, by reason of such
set-off or application of funds or otherwise, against the Company or any
collateral security or guarantee or right of set-off held by any Lender for
the payment of the Obligations, nor shall the Guarantor seek or be entitled
to seek any contribution or reimbursement from the Company or any other
guarantor in respect of payments made by such Guarantor hereunder, until
all amounts owing to the Administrative Agent and the Lenders by the
Company on account of the Obligations are paid in full and the Commitments
are terminated. If any amount shall be paid to the Guarantor on account of
such subrogation rights at any time when all of the Obligations shall not
have been paid in full or the Commitments shall not have been terminated,
such amount shall be held by the Guarantor in trust for the Administrative
Agent and the Lenders, segregated from other funds of the Guarantor, and
shall, forthwith upon receipt by the Guarantor, be turned over to the
Administrative Agent in the exact form received by such Guarantor (duly
indorsed by the Guarantor to the Administrative Agent, if required), to be
applied against the Obligations, whether matured or unmatured, in such
order as required by the applicable Credit Documents.

          6. Amendments, etc. with respect to the Obligations; Waiver of
Rights. The Guarantor shall remain obligated hereunder notwithstanding
that, without any reservation of rights against the Guarantor and without
notice to or further assent by the Guarantor, any demand for payment of any
of the Obligations made by the Administrative Agent or any Lender may be
rescinded by such party and any of the Obligations continued, and the
Obligations, or the liability of any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of
set-off with respect thereto, may, from time to time, in whole or in part,
be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Administrative Agent or any Lender and the
Term Loan Agreement, the Notes, the other Credit Documents and any other
collateral security document or other guarantee or document in connection
therewith may be amended, modified, supplemented or terminated, in whole or
in part, as the Administrative Agent and/or any Lender may deem advisable
from time to time, and any collateral security, guarantee or right of
set-off at any time held by the Administrative Agent or any Lender for the
payment of the Obligations may be sold, exchanged, waived, surrendered or
released. Neither the Administrative Agent nor any Lender shall have any
obligation to protect, secure, perfect or insure any Lien at any time held
by it as security for the Obligations or for this Guarantee or any property
subject thereto.

          7. Guarantee Absolute and Unconditional. The Guarantor waives any
and all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Administrative Agent
or any Lender upon this Guarantee or acceptance of this Guarantee; the
Obligations, and any of them, shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived,
in reliance upon this Guarantee; and all dealings between the Company or
the Guarantor and the Administrative Agent or any Lender shall likewise be
conclusively presumed to have been had or consummated in reliance upon this
Guarantee. The Guarantor waives diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon the Company or any
of the Guarantors with respect to the Obligations. The Guarantor
understands and agrees that this Guarantee shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard
to (a) the validity, regularity or enforceability of the Term Loan
Agreement, the Notes, any of the other Credit Documents, any of the
Obligations or any other collateral security therefor or guarantee or right
of set-off with respect thereto at any time or from time to time held by
the Administrative Agent or any Lender, (b) any defense, set-off or
counterclaim (other than a defense of payment or performance) which may at
any time be available to or be asserted by the Company against the
Administrative Agent or any Lender, or (c) any other circumstance
whatsoever (with or without notice to or knowledge of the Company or the
Guarantor) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Company for the Obligations, or of the
Guarantor under this Guarantee, in bankruptcy or in any other instance.
When pursuing its rights and remedies hereunder against the Guarantor, the
Administrative Agent and any Lender may, but shall be under no obligation
to, pursue such rights and remedies as it may have against the Company or
any other Person or against any collateral security or guarantee for the
Obligations or any right of set-off with respect thereto, and any failure
by the Administrative Agent or any Lender to pursue such other rights or
remedies or to collect any payments from the Company or any such other
Person or to realize upon any such collateral security or guarantee or to
exercise any such right of set-off, or any release of the Company or any
such other Person or any such collateral security, guarantee or right of
set-off, shall not relieve such Guarantor of any liability hereunder, and
shall not impair or affect the rights and remedies, whether express,
implied or available as a matter of law, of the Administrative Agent or any
Lender against the Guarantor. This Guarantee shall remain in full force and
effect and be binding in accordance with and to the extent of its terms
upon the Guarantor and the successors and assigns thereof, and shall inure
to the benefit of the Administrative Agent and the Lenders, and their
respective successors, indorsees, transferees and assigns, until all the
Obligations and the obligations of the Guarantor under this Guarantee shall
have been satisfied by payment in full and the Commitments shall be
terminated, notwithstanding that from time to time during the term of the
Term Loan Agreement the Company may be free from any Obligations.

          8. Reinstatement. This Guarantee shall continue to be effective,
or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Company or the Guarantor, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for,
the Company or the Guarantor or any substantial part of its property, or
otherwise, all as though such payments had not been made.

          9. Payments. The Guarantor hereby guarantees that payments
hereunder will be paid to the Administrative Agent without set-off or
counterclaim in U.S. Dollars at the office of the Administrative Agent
located at 270 Park Avenue, New York, New York 10017.

          10. Representations and Warranties. The Guarantor hereby
represents and warrants that:

          (a) the Guarantor is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Delaware
     and has the corporate power and authority and the legal right to own
     and operate its property, to lease the property it operates and to
     conduct the business in which it is currently engaged, except to the
     extent that the failure to possess such corporate power and authority
     and such legal right would not, in the aggregate, have a material
     adverse effect on the business, financial condition, assets or results
     of operations of the Guarantor and its Subsidiaries taken as a whole
     (a "Material Adverse Effect");

          (b) the Guarantor has the corporate power and authority and the
     legal right to execute and deliver, and to perform its obligations
     under, the Credit Documents to which it is a party, and has taken all
     necessary corporate action to authorize its execution, delivery and
     performance of this Guarantee;

          (c) this Guarantee constitutes a legal, valid and binding
     obligations of the Guarantor enforceable in accordance with its terms,
     except as enforceability may be limited by bankruptcy, insolvency,
     reorganization, moratorium or similar laws affecting the enforcement
     of creditors' rights generally and by general principles of equity
     (regardless of whether enforcement is sought in a proceeding in equity
     or at law);

          (d) the execution, delivery and performance by the Guarantor of
     this Guarantee will not violate any Requirement of Law or any
     Contractual Obligation applicable to or binding upon the Guarantor,
     which violations, individually or in the aggregate, would have a
     material adverse effect on the ability of the Guarantor to perform its
     obligations hereunder or which would have a Material Adverse Effect
     (not waived by the other parties hereto) and will not result in or
     require the creation or imposition of any Lien on any of the
     properties or assets of the Guarantor pursuant to any Requirement of
     Law applicable to it or any Contractual Obligation of the Guarantor
     (other than any Liens created pursuant to the Credit Documents);

          (e) no consent or authorization of, filing with, or other act by
     or in respect of, any arbitrator or Governmental Authority and no
     consent of any other Person (including, without limitation, any
     stockholder or creditor of the Guarantor) is required in connection
     with the execution, delivery, performance, validity or enforceability
     of this Guarantee; and

          (f) no litigation or investigation known to the Guarantor or
     proceeding of or by any Governmental Authority or other Person is
     pending against the Guarantor (i) with respect to any of this
     Guarantee (ii) which would have a Material Adverse Effect.

          The Guarantor agrees that the foregoing representations and
warranties shall be deemed to have been made by the Guarantor on each
Borrowing Date by the Company under the Term Loan Agreement on and as of
such Borrowing Date as though made hereunder on and as of such Borrowing
Date.

          11. Covenants. The Guarantor hereby covenants and agrees with the
Administrative Agent and the Lenders that, from and after the date hereof
and until all amounts owing to the Administrative Agent and the Lenders by
the Company on account of the Obligations are paid in full and the
Commitments are terminated, the Guarantor shall not conduct, transact or
otherwise engage in any business or operations, incur, create, assume or
suffer to exist any Indebtedness, Contingent Obligations or other
liabilities or obligations or Liens, or own, lease, manage or otherwise
operate any properties or assets, other than (i) incident to the ownership
of the capital stock of the Company, and the exercise of rights and
performance of obligations in connection therewith, (ii) the entry into,
and exercise of rights and performance of obligations in respect of this
Guarantee and the Holdings Pledge Agreement, (iii) the issuance of equity
securities and unsecured debt securities provided that the net proceeds of
such issuance are advanced (pursuant to instruments subordinated to the
Obligations in a manner satisfactory to the Administrative Agent) to or
contributed to the capital of, the Company, in each case promptly after the
issuance thereof, (iv) the making of loans to the Company, (v) the conduct
or direct or indirect ownership of other businesses if such other
businesses are related to the business of the Company and such businesses
are effectively contributed to the Company within 90 days of its
acquisition by Parent, (vi) the issuance of guarantees of obligations of
the Company and its Subsidiaries otherwise permitted under the Term Loan
Agreement, (vii) the filing of registration statements, and compliance with
applicable reporting and other obligations, under federal, state or other
securities laws, (viii) the listing of its equity securities and compliance
with applicable reporting and other obligations in connection therewith,
(ix) the retention of transfer agents, private placement agents,
underwriters, counsel, accountants and other advisors and consultants, (x)
the performance of obligations under and in compliance with its certificate
of incorporation and by-laws, or any applicable law, ordinance, regulation,
rule, order, judgment, decree or permit, including, without limitation, as
a result of or in connection with the activities of the Company and its
Subsidiaries, (xi) the issuance of the Holdings Note to the Company and
(xii) the incurrence and payment of any taxes for which it may be liable.


          12. Severability. Any provision of this Guarantee which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.

          13. Paragraph Headings. The paragraph headings used in this
Guarantee are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation
hereof.

          14. No Waiver; Cumulative Remedies. Neither the Administrative
Agent nor any Lender shall by any act (except by a written instrument
pursuant to paragraph 15 hereof), delay, indulgence, omission or otherwise
be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of
the terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any Lender, any
right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. A waiver by the Administrative Agent or any
Lender of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Administrative Agent or
such Lender would otherwise have on any future occasion. The rights and
remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any rights or remedies provided by
law.

          15. Integration; Waivers and Amendments; Successors and Assigns;
Governing Law. This Guarantee represents the agreement of the Guarantor
with respect to the subject matter hereof and there are no promises or
representations by the Guarantor, the Administrative Agent or any Lender
relative to the subject matter hereof not reflected herein. None of the
terms or provisions of this Guarantee may be waived, amended or
supplemented or otherwise modified except by a written instrument executed
by the Guarantor and the Administrative Agent, provided that any provision
of this Guarantee may be waived by the Administrative Agent and the Lenders
in a letter or agreement executed by the Administrative Agent or by telex
or facsimile transmission from the Administrative Agent. This Guarantee
shall be binding upon the successors and assigns of the Guarantor and shall
inure to the benefit of the Administrative Agent and the Lenders and their
respective successors and assigns. THIS GUARANTEE SHALL BE GOVERNED BY, AND
BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.

          16. Notices. All notices, requests and demands to or upon the
Guarantor or the Administrative Agent or any Lender to be effective shall
be in writing or by telecopy or telex and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when
delivered by hand, or, in the case of mail, three days after deposit in the
postal system, first class postage pre-paid, or, in the case of telecopy
notice, confirmation of receipt received, or, in the case of telex notice,
when sent, answerback received, addressed to a party at the address
provided for such party in subsection 11.2 of the Term Loan Agreement or
Schedule I hereto, as the case may be.

          17. Counterparts. This Guarantee may be executed by one or more
of the parties hereto on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the
same instrument.

          18. SUBMISSION TO JURISDICTION; WAIVERS. (a) THE GUARANTOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY:

          (i) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
     PROCEEDING RELATING TO ANY CREDIT DOCUMENT, OR FOR RECOGNITION AND
     ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE
     GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE
     COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF
     NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

          (ii) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT
     IN SUCH COURTS, AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
     HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT
     OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT
     AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

          (iii) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR
     PROCEEDING MAY BE AFFECTED BY MAILING A COPY THEREOF, BY REGISTERED OR
     CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE
     PREPAID, TO SUCH GUARANTOR AT ITS ADDRESS SET FORTH ON SCHEDULE I
     HERETO OR AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT
     SHALL HAVE BEEN NOTIFIED PURSUANT TO SECTION 15 HEREOF;

          (iv) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
     SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT
     THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

          (b) EACH OF THE ADMINISTRATIVE AGENT, EACH LENDER AND THE
GUARANTOR HEREBY UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING REFERRED TO IN PARAGRAPH (a) ABOVE.

          20. Authority of Administrative Agent. The Guarantor acknowledges
that the rights and responsibilities of the Administrative Agent under this
Guarantee with respect to any action taken by the Administrative Agent or
the exercise or non-exercise by the Administrative Agent of any option,
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Guarantee shall, as between the
Administrative Agent and the Lenders be governed by the Term Loan Agreement
and by such other agreements with respect thereto as may exist from time to
time among them, but, as between the Administrative Agent and the
Guarantor, the Administrative Agent shall be conclusively presumed to be
acting as agent for the Lenders with full and valid authority so to act or
refrain from acting, and neither the Guarantor, the Company nor any other
guarantor shall be under any obligation, or entitlement, to make any
inquiry respecting such authority.
<PAGE>


          IN WITNESS WHEREOF, each of the undersigned has caused this
Guarantee to be duly executed and delivered by its duly authorized officer
as of the day and year first above written.


                                    GULFSTREAM AEROSPACE CORPORATION
                                    a Delaware Corporation


                                    By:
                                       ------------------------------------
                                       Title:
<PAGE>


                                                                 SCHEDULE I
                                                                 ----------





                            Address of Guarantor
                            --------------------


                            500 Gulfstream Road
                        Savannah, Georgia 31402-2206


<PAGE>


                                                               EXHIBIT D TO
                                                        TERM LOAN AGREEMENT
                                                        -------------------


                     FORM OF HOLDINGS PLEDGE AGREEMENT

          HOLDINGS PLEDGE AGREEMENT dated as of _____ __, 1999 made by
GULFSTREAM AEROSPACE CORPORATION, a Delaware corporation (the "Pledgor"),
in favor of THE CHASE MANHATTAN BANK ("Chase"), as collateral agent (in
such capacity, the "Collateral Agent") for (i) the lenders (the "Term Loan
Lenders") parties to the Term Loan Agreement, dated as of April 15, 1999
(as amended, supplemented or otherwise modified from time to time, the
"Term Loan Agreement"), among GULFSTREAM DELAWARE CORPORATION (the
"Company"), the Administrative Agent and the Lenders and (ii) the lenders
(the "1996 Lenders") parties to the Credit Agreement, dated as of October
16, 1996 (as amended, supplemented or otherwise modified from time to time,
the "1996 Credit Agreement"), among the Company, Chase, as administrative
agent for the 1996 Lenders (in such capacity, the "1996 Administrative
Agent"), and the 1996 Lenders.

                           W I T N E S S E T H :


          WHEREAS, pursuant to the Term Loan Agreement, the Term Loan
Lenders have severally agreed to make loans to the Company upon the terms
and subject to the conditions set forth therein;

          WHEREAS, the Pledgor is the legal and beneficial owner of the
shares of Pledged Stock (as hereinafter defined) issued by the Persons
named under the caption "Issuer" on Schedules I and II hereto;

          WHEREAS, the Pledgor has executed and delivered the Holdings
Guarantee dated as of the date hereof (as amended, supplemented or
otherwise modified from time to time, the "Holdings Guarantee") pursuant to
which, subject to the terms and conditions thereof, the Pledgor has
guaranteed to the Administrative Agent and the Term Loan Lenders the
punctual payment and performance of all amounts and other obligations owing
by the Issuer pursuant to the Term Loan Agreement;

          WHEREAS, the Pledgor has executed and delivered a Holdings
Guarantee dated as of October 16, 1996 (as amended, supplemented or
otherwise modified from time to time, the "1996 Holdings Guarantee")
pursuant to which, subject to the terms and conditions thereof, the Pledgor
has guaranteed to the 1996 Administrative Agent and the 1996 Lenders the
punctual payment and performance of all amounts and other obligations owing
by the Issuer pursuant to the 1996 Credit Agreement;

          WHEREAS, it is a condition precedent to the obligation of the
Term Loan Lenders to make their respective loans to the Company under the
Term Loan Agreement that the Pledgor shall have executed and delivered this
Pledge Agreement to the Collateral Agent for the ratable benefit of the
Lenders;

          NOW, THEREFORE, in consideration of the premises and to induce
the Term Loan Lenders to make their respective loans to the Company under
the Term Loan Agreement, the Pledgor hereby agrees with the Collateral
Agent, for the ratable benefit of the Lenders, as follows:

          1. Defined Terms. Unless otherwise defined herein, terms that are
defined in the Term Loan Agreement and used herein are so used as so
defined; and the following terms which are defined in the Uniform
Commercial Code in effect in the State of New York on the date hereof are
used herein as so defined: Accounts, Chattel Paper, General Intangibles and
Instruments; and the following terms shall have the following meanings:

          "Code": the Uniform Commercial Code from time to time in effect
in the State of New York.

          "Collateral": the collective reference to the Pledged Stock and
all Proceeds thereof.

          "Credit Agreements": the collective reference to the Term Loan
Agreement and the 1996 Credit Agreement.

          "Guarantee Obligations": all indebtedness, obligations and
liabilities of the Pledgor under the Holdings Guarantee and the 1996
Holdings Guarantee, including, without limitation, (i) all guarantee
obligations in respect of the unpaid principal of and interest on the Loans
and all other Obligations of the Company to the Administrative Agent and
the Lenders, whether direct or indirect, absolute or contingent, matured or
unmatured, due or to become due, or now existing or hereafter incurred
under the Term Loan Agreement and the other Credit Documents and (ii) all
guarantee obligations in respect of the unpaid principal of and interest on
the 1996 Loans and all other 1996 Obligations of the Company to the 1996
Administrative Agent and the 1996 Lenders, whether direct or indirect,
absolute or contingent, matured or unmatured, due or to become due, or now
existing or hereafter incurred under the 1996 Credit Agreement and the
other 1996 Credit Documents.

          "Issuer": with respect to any Pledged Stock, the Issuers from
time to time listed on Schedules I and II hereto as the issuer of such
Pledged Stock.

          "Lenders": the collective reference to the Term Loan Lenders and
the 1996 Lenders.

          "1996 Credit Documents": the "Credit Documents" as defined in the
1996 Credit Agreement.

          "1996 Loans": the "Loans" as defined in the 1996 Credit
Agreement.

          "1996 Obligations": the "Obligations" as defined in the 1996
Credit Agreement.

          "Pledge Agreement": this Pledge Agreement, as amended,
supplemented or otherwise modified from time to time.

          "Pledge Agreement Lenders": at a particular time, the holders of
at least 51% of the sum of (i) the aggregate unpaid principal amount of the
Loans, if any, under the Term Loan Agreement and (ii) the aggregate unpaid
principal amount of the Term Loans (as defined in the 1996 Credit
Agreement) outstanding at such time, if any, and the aggregate Revolving
Credit Commitments (as defined in the 1996 Credit Agreement) at such time.

          "Pledged Stock": all of the shares of capital stock of the
Issuers listed on Schedules I and II hereto (but not more than 65% of all
shares of each class of capital stock of the Issuers listed on Schedule II
hereto) now owned or at any time hereafter acquired by the Pledgor or in
which the Pledgor now has or may from time to time acquire any right, title
or interest, together with all stock certificates, options or rights of any
nature whatsoever that may be issued or granted by the Issuer thereof to
the Pledgor while this Pledge Agreement is in effect.

          "Proceeds": all "proceeds" as such term is defined in Section
9-306(1) of the Code on the date hereof and, in any event, shall include,
without limitation, all dividends or other income from the Pledged Stock,
and any and all collections on the foregoing or distributions with respect
to the foregoing.

          2. Pledge; Grant of Security Interest. The Pledgor hereby
delivers to the Collateral Agent, for the ratable benefit of the Lenders,
all of the Pledgor's right, title and interest in the Pledged Stock, and
hereby transfers and grants to the Collateral Agent, for the ratable
benefit of the Lenders, a first security interest in all of the Pledgor's
right, title and interest in all of the Collateral, as collateral security
for the prompt and complete payment and performance when due (whether at
the stated maturity, by acceleration or otherwise) of the Guarantee
Obligations.

          3. Stock Powers. Concurrently with the delivery to the Collateral
Agent of each certificate representing one or more shares of Pledged Stock,
the Pledgor shall deliver an undated stock power covering such certificate,
duly executed in blank by the Pledgor.

          4. Representations and Warranties. The Pledgor represents and
warrants that:

          (a) the shares of capital stock of each of the Issuers listed on
Schedules I and II hereto which are identified as Pledged Stock on said
Schedules I and II constitute (i) all of the issued and outstanding shares
of capital stock of the Issuers listed on Schedule I hereto which are owned
by the Pledgor; and (ii) all of the issued and outstanding shares of
capital stock of the Issuers listed on Schedule II hereto which are owned
by the Pledgor (but not in excess of 65% of the issued and outstanding
shares of all classes of the capital stock of such Issuers).

          (b) all the shares of Pledged Stock have been duly and validly
issued and are fully paid and nonassessable;

          (c) the Pledgor is the record and beneficial owner of, and has
good title to, the Collateral, free of any and all Liens or options in
favor of, or claims of, any other Person, except the Lien created by this
Pledge Agreement; and

          (d) upon delivery to the Collateral Agent of the stock
certificates evidencing the Pledged Stock, the Lien granted pursuant to
this Pledge Agreement will constitute a valid, perfected first priority
Lien on the Collateral (except, with respect to Proceeds, only to the
extent permitted by Section 9-306 of the Code), enforceable as such against
all creditors of the Pledgor and any Persons purporting to purchase any
Collateral from the Pledgor except in each case as enforceability may be
affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors'
rights generally, general equitable principles (whether considered in a
proceeding in equity or at law) and an implied covenant of good faith and
fair dealing.

          (e) The Pledgor's chief executive office and chief place of
business, and the place where the Pledgor keeps its records concerning the
Collateral, is located at: 500 Gulfstream Rd., Savannah, Georgia
31402-2206, or such other location as the Pledgor shall inform the
Collateral Agent in accordance with subsection 6(e).

          The Pledgor agrees that the foregoing representations and
warranties shall be deemed to have been made by it on each Borrowing Date
by the Pledgor under the Term Loan Agreement on and as of such Borrowing
Date as though made hereunder on and as of such Borrowing Date.

          5. Covenants. The Pledgor covenants and agrees with the
Collateral Agent and the Lenders, that, from and after the date of this
Pledge Agreement until the Guarantee Obligations are paid in full and the
Commitments are terminated:

          (a) If the Pledgor shall, as a result of its ownership of the
Collateral, become entitled to receive or shall receive any stock
certificate (including, without limitation, any certificate representing a
stock dividend or a distribution in connection with any reclassification,
increase or reduction of capital or any certificate issued in connection
with any reorganization), promissory note or other instrument, option or
rights, whether in addition to, in substitution of, as a conversion of, or
in exchange for any of the Collateral, or otherwise in respect thereof, the
Pledgor shall accept the same as the agent of the Collateral Agent and the
Lenders, hold the same in trust for the Collateral Agent and the Lenders
and deliver the same forthwith to the Collateral Agent in the exact form
received, duly indorsed by the Pledgor to the Collateral Agent, if
required, together with an undated stock power or endorsement, as
appropriate, covering such certificate, note or instrument duly executed in
blank by the Pledgor and with, if the Collateral Agent so requests,
signature guarantees, to be held by the Collateral Agent, subject to the
terms hereof, as additional collateral security for the Guarantee
Obligations. Any sums paid upon or in respect of the Collateral upon the
liquidation or dissolution of any Issuer shall be paid over to the
Collateral Agent to be held by it hereunder as additional collateral
security for the Guarantee Obligations, and, in case any distribution of
capital shall be made on or in respect of the Collateral or any property
shall be distributed upon or with respect to the Collateral pursuant to the
recapitalization or reclassification of the capital of such Issuer or
pursuant to the reorganization thereof, the property so distributed shall
be delivered to the Collateral Agent to be held by it hereunder as
additional collateral security for the Guarantee Obligations. If any sums
of money or property so paid or distributed in respect of the Collateral
shall be received by the Pledgor, the Pledgor shall, until such money or
property is paid or delivered to the Collateral Agent, hold such money or
property in trust for the Lenders, segregated from other funds of the
Pledgor, as additional collateral security for the Guarantee Obligations.

          (b) Without the prior written consent of the Collateral Agent and
except as permitted by, or not prohibited under, the Credit Agreements, the
Pledgor will not (i) vote to enable, or take any other action to permit,
any Issuer to issue any stock, membership interests or other equity
securities of any nature or to issue any other securities convertible into
or granting the right to purchase or exchange for any stock or other equity
securities of any nature of such Issuer, (ii) sell, assign, transfer,
exchange, or otherwise dispose of, or grant any option with respect to, the
Collateral, or (iii) create, incur or permit to exist any Lien or option in
favor of, or any claim of any Person with respect to, any of the
Collateral, or any interest therein, except for the Lien provided for by
this Pledge Agreement. The Pledgor will defend the right, title and
interest of the Collateral Agent and the Lenders in and to the Collateral
against the claims and demands of all Persons whomsoever.

          (c) At any time and from time to time, upon the written request
of the Collateral Agent, and at the sole expense of the Pledgor, the
Pledgor will promptly and duly execute and deliver such further instruments
and documents and take such further actions as the Collateral Agent may
reasonably request for the purposes of obtaining or preserving the full
benefits of this Pledge Agreement and of the rights and powers herein
granted. If any amount payable under or in connection with any of the
Collateral shall be or become evidenced by any promissory note, other
Instrument or Chattel Paper, such note, Instrument or Chattel Paper shall
be immediately delivered to the Collateral Agent, duly endorsed in a manner
satisfactory to the Collateral Agent, to be held as Collateral pursuant to
this Pledge Agreement.

          (d) The Pledgor agrees to pay, and to hold the Collateral Agent
and the Lenders harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamp, excise, sales or
other similar taxes which may be payable or determined to be payable with
respect to any of the Collateral or in connection with any of the
transactions contemplated by this Pledge Agreement.

          6. Cash Dividends; Voting Rights. (a) Unless an Event of Default
shall have occurred and be continuing and the Collateral Agent shall
(unless such Event of Default is an Event of Default specified in
subsection 9(f) of the Term Loan Agreement or subsection 9(f) of the 1996
Credit Agreement, in which case no such notice need be given) have given
notice to the Pledgor of the Collateral Agent's intent to exercise its
rights pursuant to paragraph 8 below, the Pledgor shall be (i) permitted to
receive all cash dividends or distributions to the extent permitted in the
Credit Agreements in respect of the Pledged Stock and (ii) permitted to
exercise all voting, corporate, limited liability company and other rights
of ownership with respect to the Pledged Stock, provided, however, that no
vote shall be cast or corporate right exercised or other action taken
which, in the Collateral Agent's reasonable judgment, would impair the
Collateral or which would be inconsistent with or result in any violation
of any provision of the Credit Agreements or any of the other Credit
Documents.

          (b) If an Event of Default shall have occurred and be continuing
and the Collateral Agent shall (unless such Event of Default is an Event of
Default specified in subsection 9(f) of the Term Loan Agreement or
subsection 9(f) of the 1996 Credit Agreement, in which case no such notice
need be given) have given notice to the Pledgor of its intent to exercise
its rights pursuant to paragraph 8 below, (i) all dividends, interest
payments and other distributions (including cash) paid on or in respect of
the Pledged Stock shall be paid to and retained by the Collateral Agent as
Collateral hereunder (or if received by the Pledgor, shall be held in trust
by the Pledgor for the benefit of the Collateral Agent and the Lenders and
shall be forthwith delivered by it), and (ii) all voting, corporate,
limited liability company and other rights pertaining to the Pledged Stock,
if any, shall be exercised by the Collateral Agent.

          7. Rights of the Lenders and the Collateral Agent. (a) If an
Event of Default shall occur and be continuing and the Collateral Agent
shall (unless such Event of Default is an Event of Default specified in
subsection 9(f) of the Term Loan Agreement or subsection 9(f) of the 1996
Credit Agreement, in which case no such notice need be given) give notice
of its intent to exercise its rights hereunder to the Pledgor, (i) the
Collateral Agent shall have the right to receive any and all cash
dividends, distributions and payments or other income paid in respect of
the Collateral and make application thereof to the Guarantee Obligations in
such order as the Collateral Agent may determine and (ii) all shares of the
Pledged Stock shall be registered in the name of the Collateral Agent or
its nominee, and the Collateral Agent or its nominee may thereafter
exercise (A) all voting, corporate, member, creditor and other rights,
powers and privileges pertaining to such Collateral at any meeting of
shareholders of any Issuer and (B) any and all rights of conversion,
exchange, subscription and any other rights, privileges or options
pertaining to the Collateral as if it were the absolute owner thereof
(including, without limitation, the right to exchange at its discretion any
and all of the Collateral upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the structure of any
Issuer, or upon the exercise by the Pledgor or the Collateral Agent of any
right, privilege or option pertaining to the Collateral, and in connection
therewith, the right to deposit and deliver any and all of the Collateral
with any committee, depositary, transfer agent, registrar or other
designated agency upon such terms and conditions as it may determine), all
without liability except to account for property actually received by it
and except for its gross negligence or willful misconduct, but the
Collateral Agent shall have no duty to the Pledgor to exercise any such
right, privilege or option and shall not be responsible for any failure to
do so or delay in so doing.

          (b) The rights of the Collateral Agent and the Lenders hereunder
shall not be conditioned or contingent upon the pursuit by the Collateral
Agent or any Lender of any right or remedy against any Issuer or the
Pledgor or against any other Person which may be or become liable in
respect of all or any part of the Guarantee Obligations or against any
collateral security therefor, guarantee therefor or right of set-off with
respect thereto. Neither the Collateral Agent nor any Lender shall be
liable for any failure to demand, collect or realize upon all or any part
of the Collateral or for any delay in doing so, nor shall the Collateral
Agent be under any obligation to sell or otherwise dispose of any
Collateral upon the request of the Pledgor or any other Person or to take
any other action whatsoever with regard to the Collateral or any part
thereof.

          8. Remedies. In the event that any portion of the Obligations has
been declared or becomes due and payable in accordance with the terms of
the Term Loan Agreement or the 1996 Credit Agreement and such Obligations
have not been paid in full, the Collateral Agent, on behalf of the Lenders,
may exercise, in addition to all other rights and remedies granted in this
Pledge Agreement and in any other instrument or agreement securing,
evidencing or relating to the Guarantee Obligations or Obligations, all
rights and remedies of a secured party under the Code. Without limiting the
generality of the foregoing, the Collateral Agent, without demand of
performance or other demand, presentment, protest, advertisement or notice
of any kind (except any notice required by law referred to below) to or
upon the Pledgor, any Issuer, or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived), may in
such circumstances forthwith collect, receive, appropriate and realize upon
the Collateral, or any part thereof, and/or may forthwith sell, assign,
give option or options to purchase or otherwise dispose of and deliver the
Collateral or any part thereof (or contract to do any of the foregoing), in
one or more parcels at public or private sale or sales, in the
over-the-counter market, at any exchange or broker's board or office of the
Collateral Agent or any Lender or elsewhere upon such terms and conditions
as it may deem advisable and at such prices as it may deem best, for cash
or on credit or for future delivery without assumption of any credit risk.
The Collateral Agent or any Lender shall have the right upon any such
public sale or sales, and, to the extent permitted by law, upon any such
private sale or sales, to purchase the whole or any part of the Collateral
so sold, free of any right or equity of redemption in the Pledgor, which
right or equity is hereby waived or released. The Collateral Agent shall
apply any Proceeds from time to time held by it and the net proceeds of any
such collection, recovery, receipt, appropriation, realization or sale,
after deducting all reasonable costs and expenses of every kind incurred in
respect thereof or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the
Collateral Agent and the Lenders hereunder, including, without limitation,
reasonable attorneys' fees and disbursements of counsel to the Collateral
Agent, to the payment in whole or in part of the Guarantee Obligations, in
such order as the Collateral Agent may elect, and only after such
application and after the payment by the Collateral Agent of any other
amount required by any provision of law, including, without limitation,
Section 9-504(1)(c) of the Code, need the Collateral Agent account for the
surplus, if any, to the Pledgor. To the extent permitted by applicable law,
the Pledgor waives all claims, damages and demands it may acquire against
the Collateral Agent or any Lender arising out of the lawful exercise by
them of any rights hereunder. If any notice of a proposed sale or other
disposition of Collateral shall be required by law, such notice shall be
deemed reasonable and proper if given at least 10 days before such sale or
other disposition.

          9. Registration Rights; Private Sales. (a) If the Collateral
Agent shall determine to exercise its right to sell any or all of the
Collateral pursuant to paragraph 9 hereof, and if in the opinion of the
Collateral Agent it is necessary or advisable to have the Collateral, or
that portion thereof to be sold, registered under the provisions of the
Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will
cause each Issuer whose stock or note or membership interest, as the case
may be, is to be so registered to (i) execute and deliver, and cause the
directors and officers of such Issuer or the Pledgor, as the case may be,
to execute and deliver, all such instruments and documents, and do or cause
to be done all such other acts as may be, in the opinion of the Collateral
Agent, necessary or advisable to register the Collateral, or that portion
thereof to be sold, under the provisions of the Securities Act, (ii) use
its best efforts to cause the registration statement relating thereto to
become effective and to remain effective for a period of one year from the
date of the first public offering of the Collateral or that portion thereof
to be sold, and (iii) make all amendments thereto and/or to the related
prospectus that, in the opinion of the Collateral Agent, are necessary or
advisable, all in conformity with the requirements of the Securities Act
and the rules and regulations of the Securities and Exchange Commission
applicable thereto. The Pledgor agrees to cause each Issuer to comply with
the provisions of the securities or "Blue Sky" laws of any and all
jurisdictions that the Collateral Agent shall designate and to make
available to its security holders, as soon as practicable, an earnings
statement (which need not be audited) that will satisfy the provisions of
Section 11(a) of the Securities Act.

          (b) The Pledgor recognizes that the Collateral Agent may be
unable to effect a public sale of any or all the Collateral by reason of
certain prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers that will be
obliged to agree, among other things, to acquire such securities for their
own account for investment and not with a view to the distribution or
resale thereof. The Pledgor acknowledges and agrees that any such private
sale may result in prices and other terms less favorable than if such sale
were a public sale and, notwithstanding such circumstances, agrees that any
such private sale shall be deemed to have been made in a commercially
reasonable manner. The Collateral Agent shall be under no obligation to
delay a sale of any of the Collateral for the period of time necessary to
permit any Issuer to register such securities for public sale under the
Securities Act, or under applicable state securities laws, even if such
Issuer would agree to do so.

          (c) The Pledgor further agrees to use its best efforts to do or
cause to be done all such other acts as may be necessary to make such sale
or sales of all or any portion of the Collateral pursuant to this paragraph
9 valid and binding and in compliance with any and all other applicable
Requirements of Law. The Pledgor further agrees that a breach of any of the
covenants contained in this paragraph 9 will cause irreparable injury to
the Collateral Agent and the Lenders, that the Collateral Agent and the
Lenders have no adequate remedy at law in respect of such breach and, as a
consequence, that each and every covenant contained in this paragraph 10
shall be specifically enforceable against the Pledgor, and the Pledgor
hereby waives and agrees not to assert any defenses against an action for
specific performance of such covenants.

          10. Limitation on Duties Regarding Collateral. The Collateral
Agent's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of
the Code or otherwise, shall be to deal with it in the same manner as the
Collateral Agent deals with similar securities and property for its own
account. Neither the Collateral Agent nor any Lender nor their respective
directors, officers, employees or agents shall be liable for failure to
demand, collect or realize upon any of the Collateral or for any delay in
doing so (except to the extent the same constitutes gross negligence or
willful misconduct) or shall be under any obligation to sell or otherwise
dispose of any Collateral upon the request of the Pledgor or otherwise.

          11. Powers Coupled with an Interest. All authorizations and
agencies herein contained with respect to the Collateral are irrevocable
and powers coupled with an interest.

          12. Severability. Any provision of this Pledge Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.

          13. Paragraph Headings. The paragraph headings used in this
Pledge Agreement are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in the
interpretation hereof.

          14. No Waiver; Cumulative Remedies. Neither the Collateral Agent
nor any Lender shall by any act (except by a written instrument pursuant to
paragraph 15 hereof) be deemed to have waived any right or remedy
hereunder. No failure to exercise, nor any delay in exercising, on the part
of the Collateral Agent or any Lender any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise
of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Collateral Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Collateral Agent or such Lender would otherwise
have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive
of any other rights or remedies provided by law.

          15. Waivers and Amendments; Successors and Assigns; Governing
Law. None of the terms or provisions of this Pledge Agreement may be
waived, amended, supplemented or otherwise modified except by a written
instrument executed by the Pledgor, the Collateral Agent and the Pledge
Agreement Lenders, provided that no such waiver and no such amendment,
supplement or modification shall alter the equal and ratable treatment
afforded the Guarantee Obligations without the written consent of each
Lender adversely affected by any such waiver, amendment, supplement or
modification This Pledge Agreement shall be binding upon the successors and
assigns of the Pledgor and shall inure to the benefit of the Collateral
Agent and the Lenders and their respective successors and assigns. THIS
PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          16. Notices. Notices by the Collateral Agent may be given by
mail, by telex or by facsimile transmission, addressed or transmitted to
the Issuers at their addresses or transmission numbers set forth in
Schedule III hereto and to the Pledgor at the address or transmission
number set forth in subsection 11.2 of the Term Loan Agreement. Such notice
shall be effective (a) in the case of mail, three Business Days after
deposit in the postal system, first class postage pre-paid, and (b) in the
case of telex or facsimile notices, when sent, answerback received,
addressed. The Pledgor and the Issuers may change their respective
addresses and transmission numbers by written notice to the Collateral
Agent.

          17. Irrevocable Authorization and Instruction to Issuers. The
Pledgor hereby authorizes and instructs the Issuers to comply with any
instruction received by it from the Collateral Agent in writing that (a)
states that an Event of Default has occurred and is continuing and (b) is
otherwise in accordance with the terms of this Pledge Agreement, without
any other or further instructions from the Pledgor, and the Pledgor agrees
that the Issuers shall be fully protected in so complying.

          18. Authority of Collateral Agent. The Pledgor acknowledges that
the rights and responsibilities of the Collateral Agent under this Pledge
Agreement with respect to any action taken by the Collateral Agent or the
exercise or non-exercise by the Collateral Agent of any option, voting
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Pledge Agreement shall, as between the
Collateral Agent and the Lenders, be governed by the Credit Agreements and
by such other agreements with respect thereto as may exist from time to
time among them, but, as between the Collateral Agent and the Pledgor, the
Collateral Agent shall be conclusively presumed to be acting as agent for
the Lenders with full and valid authority so to act or refrain from acting,
and neither the Pledgor nor the Issuers shall be under any obligation, or
entitlement, to make any inquiry respecting such authority.

          IN WITNESS WHEREOF, the undersigned has caused this Pledge
Agreement to be duly executed and delivered as of the date first above
written.

                                          GULFSTREAM AEROSPACE CORPORATION
                                          a Delaware Corporation

                                            By:
                                               ----------------------------
                                               Name:
                                               Title:
<PAGE>

                        ACKNOWLEDGEMENT AND CONSENT

          The undersigned Issuers referred to in the foregoing Holdings
Pledge Agreement hereby acknowledge receipt of a copy thereof and agree to
be bound thereby and to comply with the terms thereof insofar as such terms
are applicable to it. The undersigned Issuers agree to notify the
Collateral Agent promptly in writing of the occurrence of any of the events
described in paragraph 5(a) of the Holdings Pledge Agreement. The
undersigned Issuers further agree that the terms of paragraph 9(c) of the
Holdings Pledge Agreement shall apply to them, mutatis mutandis, with
respect to all actions that may be required of them under or pursuant to or
arising out of paragraph 9 of the Holdings Pledge Agreement.

                                   GULFSTREAM DELAWARE CORPORATION


                                            By:
                                               --------------------------
                                               Title:
<PAGE>



                                                                    SCHEDULE I
                                                                   to Holdings
                                                              Pledge Agreement
                                                              ----------------



<TABLE>
<CAPTION>
            DESCRIPTION OF PLEDGED STOCK (DOMESTIC SUBSIDIARIES)
            ----------------------------------------------------


                                                                                Percentage of
                                                                                 Outstanding
                              Stock          Total No. of     Number of         Shares Owned
               Class of       Certificate    Outstanding    Shares Owned           by
Issuer           Stock            No.          Shares       by the Pledgor      the Pledgor
------         --------       -----------    ------------   --------------      --------------
<S>            <C>            <C>            <C>            <C>                 <C>







</TABLE>
<PAGE>



                                                                   SCHEDULE II
                                                                   to Holdings
                                                              Pledge Agreement
                                                              ----------------



<TABLE>
<CAPTION>
            DESCRIPTION OF PLEDGED STOCK (DOMESTIC SUBSIDIARIES)
            ----------------------------------------------------


                                                                                Percentage of
                                                                                 Outstanding
                              Stock          Total No. of     Number of         Shares Owned
               Class of       Certificate    Outstanding    Shares Owned           by
Issuer           Stock            No.          Shares       by the Pledgor      the Pledgor
------         --------       -----------    ------------   --------------      --------------
<S>            <C>            <C>            <C>            <C>                 <C>







</TABLE>
<PAGE>
                                                               SCHEDULE III
                                                                To Holdings
                                                           Pledge Agreement
                                                           ----------------

                            ADDRESSES OF ISSUERS
                            --------------------






<PAGE>


                                                               EXHIBIT E TO
                                                        TERM LOAN AGREEMENT
                                                        -------------------



                        FORM OF SUBSIDIARY GUARANTEE



          SUBSIDIARY GUARANTEE, dated as of _____ __, 1999 (this
"Guarantee"), by each of the entities that are signatories hereto (the
"Guarantors") in favor of THE CHASE MANHATTAN BANK, as Administrative Agent
(in such capacity, the "Administrative Agent") for the banks and other
financial institutions (the "Lenders") that are parties to the Term Loan
Agreement described below.

                           W I T N E S S E T H :


          WHEREAS, GULFSTREAM DELAWARE CORPORATION, a Delaware corporation
(the "Company"), is party to the Term Loan Agreement, dated as of April 15,
1999, among the Company, the Lenders, the Administrative Agent (as amended,
supplemented or otherwise modified from time to time, the "Term Loan
Agreement");

          WHEREAS, pursuant to the terms of the Term Loan Agreement and the
other Credit Documents, the Lenders have severally agreed to make loans to
the Company;

          WHEREAS, the Company owns, directly or indirectly, all of the
issued and outstanding stock of, or other equity interests in, each of the
Guarantors;

          WHEREAS, the proceeds of the extensions of credit under the Term
Loan Agreement may be used in part to enable the Company to make valuable
transfers to some of the Guarantors in connection with the operation of
their respective businesses;

          WHEREAS, each Guarantor will derive substantial direct and
indirect benefit from the extensions of credit under the Term Loan
Agreement; and

          WHEREAS, the obligation of the Lenders to make their respective
loans to the Company is conditioned upon, among other things, the execution
and delivery by each of the Guarantors of this Guarantee to the
Administrative Agent for the ratable benefit of the Lenders;

          NOW, THEREFORE, in consideration of the premises and to induce
the Lenders to enter into the Term Loan Agreement and to make their
respective loans to the Company, each Guarantor hereby agrees with and for
the benefit of the Administrative Agent and the Lenders as follows:

          1. Defined Terms. As used in this Guarantee, terms defined in the
Term Loan Agreement (unless otherwise defined herein) are used herein as
therein defined, and the following term shall have the following meaning:

          "Maximum Guaranteed Amount" for any Guarantor shall mean, the
amount which can be guaranteed by such Guarantor under applicable federal
and state laws relating to the insolvency of debtors.

          2. Guarantee. (a) Each of the Guarantors hereby, jointly and
severally, unconditionally and irrevocably, guarantees to the
Administrative Agent and the Lenders and their respective successors,
indorsees, transferees and assigns, the prompt and complete payment by the
Company when due (whether at the stated maturity, by acceleration or
otherwise) of the Obligations, and each Guarantor further agrees to pay any
and all expenses (including, without limitation, all reasonable fees and
disbursements of counsel) which may be paid or incurred by the
Administrative Agent or any Lender in enforcing, or obtaining advice of
counsel in respect of, any rights with respect to, or collecting, any or
all of the Obligations and/or enforcing any rights with respect to, or
collecting against, such Guarantor under this Guarantee; provided, however,
that, anything herein or in any other Credit Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and
under the other Credit Documents shall in no event exceed such Guarantor's
Maximum Guaranteed Amount. This Guarantee constitutes a guarantee of
payment when due and not of collection, and each of the Guarantors
specifically agrees that it shall not be necessary or required that the
Administrative Agent or any Lender exercise any right, assert any claim or
demand or enforce any remedy whatsoever against the Company (or any other
Person) before or as a condition to the obligations of such Guarantor
hereunder.

          (b) Each Guarantor agrees that the Obligations may at any time
and from time to time exceed the Maximum Guaranteed Amount of such
Guarantor or of all of the Guarantors without impairing this Guarantee or
affecting the rights and remedies of the Administrative Agent and the
Lenders hereunder.

          (c) No payment or payments made by the Company, any of the
Guarantors, any other guarantor or any other Person or received or
collected by the Administrative Agent or any Lender from the Company, any
of the Guarantors, any other guarantor or any other Person by virtue of any
action or proceeding or any set-off or appropriation or application at any
time or from time to time in reduction of or in payment of the Obligations
shall be deemed to modify, reduce, release or otherwise affect the
liability of any Guarantor hereunder which shall, notwithstanding any such
payment or payments other than payments made by such Guarantor in respect
of the Obligations or payments received or collected from such Guarantor in
respect of the Obligations, remain liable for the Obligations up to its
Maximum Guaranteed Amount until the Obligations are paid in full and the
Commitments are terminated.

          (d) Each Guarantor agrees that whenever, at any time, or from
time to time, it shall make any payment to the Administrative Agent or any
Lender on account of its liability hereunder, it will notify the
Administrative Agent in writing that such payment is made under this
Guarantee for such purpose.

          3. Right of Contribution. Each Guarantor hereby agrees that to
the extent that a Guarantor shall have paid more than its proportionate
share of any payment made hereunder, such Guarantor shall be entitled to
seek and receive contribution from and against any other Guarantor
hereunder who has not paid its proportionate share of such payment. Each
Guarantor's right of contribution shall be subject to the terms and
conditions of Paragraph 5 hereof. The provisions of this Paragraph 3 shall
in no respect limit the obligations and liabilities of any Guarantor to the
Administrative Agent and the Lenders, and each Guarantor shall remain
liable to the Administrative Agent and the Lenders for the full amount
guaranteed by such Guarantor hereunder.

          4. Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default specified in the Term Loan Agreement,
each Guarantor hereby irrevocably authorizes each Lender at any time and
from time to time without notice to such Guarantor or any other Guarantor,
any such notice being expressly waived by each Guarantor, to set-off and
appropriate and apply any and all deposits (general or special, time or
demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender to or for the credit or the account of such Guarantor,
or any part thereof, in such amounts as such Lender may elect, against and
on account of the obligations and liabilities of such Guarantor to such
Lender hereunder and claims of every nature and description of such Lender
against such Guarantor, in any currency, whether arising hereunder, under
the Term Loan Agreement, the Notes, or otherwise under any other Credit
Document, as such Lender may elect, whether or not the Administrative Agent
or any Lender has made any demand for payment and although such
obligations, liabilities and claims may be contingent or unmatured. Each
Lender agrees to notify such Guarantor promptly of any such set-off and the
application made by such Lender, provided that the failure to give such
notice shall not affect the validity of such set-off and application. The
rights of each Lender under this paragraph are in addition to other rights
and remedies (including, without limitation, other rights of set-off) which
such Lender may have.

          5. Subrogation, etc. Notwithstanding any payment or payments made
by any of the Guarantors hereunder or any set-off or application of funds
of any of the Guarantors by any Lender, no Guarantor shall exercise any of
the rights of the Administrative Agent or any Lender which the Guarantor
may acquire by way of subrogation, by any payment made hereunder, by reason
of such set-off or application of funds or otherwise, against the Company
or any other Guarantor or any collateral security or guarantee or right of
set-off held by any Lender for the payment of the Obligations, nor shall
any Guarantor seek or be entitled to seek any contribution or reimbursement
from the Company or any other Guarantor in respect of payments made by such
Guarantor hereunder, until all amounts owing to the Administrative Agent
and the Lenders by the Company on account of the Obligations are paid in
full and the Commitments are terminated. If any amount shall be paid to any
Guarantor on account of such subrogation rights at any time when all of the
Obligations shall not have been paid in full or the Commitments shall not
have been terminated, such amount shall be held by such Guarantor in trust
for the Administrative Agent and the Lenders, segregated from other funds
of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be
turned over to the Administrative Agent in the exact form received by such
Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if
required), to be applied against the Obligations, whether matured or
unmatured, in such order as required by the applicable Credit Documents. 

          6. Amendments, etc. with respect to the Obligations; Waiver of
Rights. Each Guarantor shall remain obligated hereunder notwithstanding
that, without any reservation of rights against any Guarantor and without
notice to or further assent by any Guarantor, any demand for payment of any
of the Obligations made by the Administrative Agent or any Lender may be
rescinded by such party and any of the Obligations continued, and the
Obligations, or the liability of any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of
set-off with respect thereto, may, from time to time, in whole or in part,
be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Administrative Agent or any Lender and the
Term Loan Agreement, the Notes, the other Credit Documents and any other
collateral security document or other guarantee or document in connection
therewith may be amended, modified, supplemented or terminated, in whole or
in part, as the Administrative Agent and/or any Lender may deem advisable
from time to time, and any collateral security, guarantee or right of
set-off at any time held by the Administrative Agent or any Lender for the
payment of the Obligations may be sold, exchanged, waived, surrendered or
released. Neither the Administrative Agent nor any Lender shall have any
obligation to protect, secure, perfect or insure any Lien at any time held
by it as security for the Obligations or for this Guarantee or any property
subject thereto. When making any demand hereunder against any of the
Guarantors, the Administrative Agent or any Lender may, but shall be under
no obligation to, make a similar demand on the Company or any other
Guarantor or guarantor, and any failure by the Administrative Agent or any
Lender to make any such demand or to collect any payments from the Company
or any such other Guarantor or guarantor or any release of the Company or
such other Guarantor or guarantor shall not relieve any of the Guarantors
in respect of which a demand or collection is not made or any of the
Guarantors not so released of their several obligations or liabilities
hereunder, and shall not impair or affect the rights and remedies, express
or implied, or as a matter of law, of the Administrative Agent or any
Lender against any of the Guarantors. For the purposes hereof "demand"
shall include the commencement and continuance of any legal proceedings.

          7. Guarantee Absolute and Unconditional. Each Guarantor waives
any and all notice of the creation, renewal, extension or accrual of any of
the Obligations and notice of or proof of reliance by the Administrative
Agent or any Lender upon this Guarantee or acceptance of this Guarantee;
the Obligations, and any of them, shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived,
in reliance upon this Guarantee; and all dealings between the Company or
any of the Guarantors and the Administrative Agent or any Lender shall
likewise be conclusively presumed to have been had or consummated in
reliance upon this Guarantee. Each Guarantor waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon
the Company or any of the Guarantors with respect to the Obligations. Each
Guarantor understands and agrees that this Guarantee shall be construed as
a continuing, absolute and unconditional guarantee of payment without
regard to (a) the validity, regularity or enforceability of the Term Loan
Agreement, the Notes, any of the other Credit Documents, any of the
Obligations or any other collateral security therefor or guarantee or right
of set-off with respect thereto at any time or from time to time held by
the Administrative Agent or any Lender, (b) any defense, set-off or
counterclaim (other than a defense of payment or performance) which may at
any time be available to or be asserted by the Company against the
Administrative Agent or any Lender, or (c) any other circumstance
whatsoever (with or without notice to or knowledge of the Company or such
Guarantor) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Company for the Obligations, or of such
Guarantor under this Guarantee, in bankruptcy or in any other instance.
When pursuing its rights and remedies hereunder against any Guarantor, the
Administrative Agent and any Lender may, but shall be under no obligation
to, pursue such rights and remedies as it may have against the Company or
any other Person or against any collateral security or guarantee for the
Obligations or any right of set-off with respect thereto, and any failure
by the Administrative Agent or any Lender to pursue such other rights or
remedies or to collect any payments from the Company or any such other
Person or to realize upon any such collateral security or guarantee or to
exercise any such right of set-off, or any release of the Company or any
such other Person or any such collateral security, guarantee or right of
set-off, shall not relieve such Guarantor of any liability hereunder, and
shall not impair or affect the rights and remedies, whether express,
implied or available as a matter of law, of the Administrative Agent or any
Lender against such Guarantor. This Guarantee shall remain in full force
and effect and be binding in accordance with and to the extent of its terms
upon each Guarantor and the successors and assigns thereof, and shall inure
to the benefit of the Administrative Agent and the Lenders, and their
respective successors, indorsees, transferees and assigns, until all the
Obligations and the obligations of each Guarantor under this Guarantee
shall have been satisfied by payment in full and the Commitments shall be
terminated, notwithstanding that from time to time during the term of the
Term Loan Agreement the Company may be free from any Obligations.

          8. Reinstatement. This Guarantee shall continue to be effective,
or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Company or any Guarantor, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for,
the Company or any Guarantor or any substantial part of its property, or
otherwise, all as though such payments had not been made.

          9. Payments. Each Guarantor hereby guarantees that payments
hereunder will be paid to the Administrative Agent without set-off or
counterclaim in U.S. Dollars at the office of the Administrative Agent
located at 270 Park Avenue, New York, New York 10017, U.S.A.

          10. Representations and Warranties. Each Guarantor hereby
represents and warrants that:

          (a) such Guarantor is a corporation, limited liability company or
     partnership, as the case may be, duly organized, validly existing and
     in good standing under the laws of the jurisdiction in which it is
     organized and has the corporate, limited liability company or
     partnership power and authority and the legal right to own and operate
     its property, to lease the property it operates and to conduct the
     business in which it is currently engaged, except to the extent that
     the failure to possess such corporate, limited liability company or
     partnership power and authority and such legal right would not, in the
     aggregate, have a material adverse effect on the business, financial
     condition, assets or results of operations of such Guarantor and its
     Subsidiaries taken as a whole (a "Material Adverse Effect");

          (b) such Guarantor has the corporate, limited liability company
     or partnership power and authority and the legal right to execute and
     deliver, and to perform its obligations under, the Credit Documents to
     which it is a party, and has taken all necessary corporate, limited
     liability company or partnership action to authorize its execution,
     delivery and performance of the Credit Documents to which it is a
     party;

          (c) the Credit Documents to which it is a party constitute legal,
     valid and binding obligations of such Guarantor enforceable against
     such Guarantor in accordance with their respective terms, except as
     enforceability may be limited by bankruptcy, insolvency,
     reorganization, moratorium or similar laws affecting the enforcement
     of creditors' rights generally and by general principles of equity
     (regardless of whether enforcement is sought in a proceeding in equity
     or at law);

          (d) the execution, delivery and performance by such Guarantor of
     the Credit Documents to which it is a party will not violate any
     Requirement of Law or any Contractual Obligation applicable to or
     binding upon such Guarantor, which violations, individually or in the
     aggregate, would have a material adverse effect on the ability of such
     Guarantor to perform its obligations hereunder or thereunder or which
     would have a Material Adverse Effect (not waived by the other parties
     hereto or thereto) and will not result in or require the creation or
     imposition of any Lien on any of the properties or assets of such
     Guarantor pursuant to any Requirement of Law applicable to it or any
     Contractual Obligation of such Guarantor (other than any Liens created
     pursuant to the Credit Documents);

          (e) no consent or authorization of, filing with, or other act by
     or in respect of, any arbitrator or Governmental Authority and no
     consent of any other Person (including, without limitation, any
     stockholder or creditor of such Guarantor) is required in connection
     with the execution, delivery, performance, validity or enforceability
     by or against such Guarantor of the Credit Documents to which it is a
     party; and

          (f) no litigation or investigation known to such Guarantor or
     proceeding of or by any Governmental Authority or other Person is
     pending against such Guarantor (i) with respect to any of the Credit
     Documents to which it is a party or (ii) which would have a Material
     Adverse Effect.

          Each Guarantor agrees that the foregoing representations and
warranties shall be deemed to have been made by such Guarantor on each
Borrowing Date by the Company under the Term Loan Agreement on and as of
such Borrowing Date as though made hereunder on and as of such Borrowing
Date.

          11. Severability. Any provision of this Guarantee which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.

          12. Paragraph Headings. The paragraph headings used in this
Guarantee are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation
hereof.

          13. No Waiver; Cumulative Remedies. Neither the Administrative
Agent nor any Lender shall by any act (except by a written instrument
pursuant to paragraph 14 hereof), delay, indulgence, omission or otherwise
be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of
the terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any Lender, any
right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. A waiver by the Administrative Agent or any
Lender of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Administrative Agent or
such Lender would otherwise have on any future occasion. The rights and
remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any rights or remedies provided by
law.

          14. Integration; Waivers and Amendments; Successors and Assigns;
Governing Law. This Guarantee represents the agreement of each Guarantor
with respect to the subject matter hereof and there are no promises or
representations by the Administrative Agent or any Lender relative to the
subject matter hereof not reflected herein. None of the terms or provisions
of this Guarantee may be waived, amended or supplemented or otherwise
modified except by a written instrument executed by each Guarantor and the
Administrative Agent, provided that any provision of this Guarantee may be
waived by the Administrative Agent and the Lenders in a letter or agreement
executed by the Administrative Agent or by telex or facsimile transmission
from the Administrative Agent. This Guarantee shall be binding upon the
successors and assigns of each Guarantor and shall inure to the benefit of
the Administrative Agent and the Lenders and their respective successors
and assigns. THIS GUARANTEE SHALL BE GOVERNED BY, AND BE CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          15. Notices. All notices, requests and demands to or upon the
Guarantors or the Administrative Agent or any Lender to be effective shall
be in writing or by telecopy or telex and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when
delivered by hand, or, in the case of mail, three days after deposit in the
postal system, first class postage pre-paid, or, in the case of telecopy
notice, confirmation of receipt received, or, in the case of telex notice,
when sent, answerback received, addressed to a party at the address
provided for such party in subsection 11.2 of the Term Loan Agreement or
Schedule I hereto, as the case may be.

          16. Counterparts. This Guarantee may be executed by one or more
of the parties hereto on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the
same instrument.

          17. SUBMISSION TO JURISDICTION; WAIVERS. (a) EACH GUARANTOR
HEREBY IRREVOCABLY AND UNCONDITIONALLY:

          (i) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
     PROCEEDING RELATING TO ANY CREDIT DOCUMENT, OR FOR RECOGNITION AND
     ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE
     GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE
     COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF
     NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

          (ii) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT
     IN SUCH COURTS, AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
     HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT
     OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT
     AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

          (iii) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR
     PROCEEDING MAY BE AFFECTED BY MAILING A COPY THEREOF, BY REGISTERED OR
     CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE
     PREPAID, TO SUCH GUARANTOR AT ITS ADDRESS SET FORTH ON SCHEDULE I
     HERETO OR AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT
     SHALL HAVE BEEN NOTIFIED PURSUANT TO SECTION 15 HEREOF;

          (iv) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
     SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT
     THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

          (b) EACH OF THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH
GUARANTOR HEREBY UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING REFERRED TO IN PARAGRAPH (a) ABOVE.

          18. Authority of Administrative Agent. Each Guarantor
acknowledges that the rights and responsibilities of the Administrative
Agent under this Guarantee with respect to any action taken by the
Administrative Agent or the exercise or non-exercise by the Administrative
Agent of any option, right, request, judgment or other right or remedy
provided for herein or resulting or arising out of this Guarantee shall, as
between the Administrative Agent and the Lenders be governed by the Term
Loan Agreement and by such other agreements with respect thereto as may
exist from time to time among them, but, as between the Administrative
Agent and such Guarantor, the Administrative Agent shall be conclusively
presumed to be acting as agent for the Lenders with full and valid
authority so to act or refrain from acting, and neither such Guarantor, the
Company nor any other Guarantor shall be under any obligation, or
entitlement, to make any inquiry respecting such authority.
<PAGE>


          IN WITNESS WHEREOF, each of the undersigned has caused this
Guarantee to be duly executed and delivered by its duly authorized officer
as of the day and year first above written.


                           GULFSTREAM AEROSPACE CORPORATION
                           a Georgia Corporation

                           GULFSTREAM AEROSPACE CORPORATION,
                           D/B/A GULFSTREAM AEROSPACE TECHNOLOGIES
                           an Oklahoma Corporation

                           GULFSTREAM AEROSPACE CORPORATION
                           a California Corporation


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


<PAGE>


                                                                 SCHEDULE I
                                                                 ----------





                          Addresses of Guarantors
                          -----------------------




          The address of each Guarantor is:


<PAGE>


                                                               EXHIBIT F TO
                                                        TERM LOAN AGREEMENT
                                                        -------------------


                    FORM OF SUBSIDIARY PLEDGE AGREEMENT

          SUBSIDIARY PLEDGE AGREEMENT dated as of _____ __, 1999 made by
each of the entities that are signatories hereto (each, a "Pledgor",
collectively, the "Pledgors"), in favor of THE CHASE MANHATTAN BANK
("Chase"), as collateral agent (in such capacity, the "Collateral Agent")
for (i) the lenders (the "Term Loan Lenders") parties to the Term Loan
Agreement, dated as of April 15, 1999 (as amended, supplemented or
otherwise modified from time to time, the "Term Loan Agreement"), among
GULFSTREAM DELAWARE CORPORATION (the "Company"), the Administrative Agent
and the Lenders and (ii) the lenders (the "1996 Lenders") parties to the
Credit Agreement, dated as of October 16, 1996 (as amended, supplemented or
otherwise modified from time to time, the "1996 Credit Agreement"), among
the Company, Chase, as administrative agent for the 1996 Lenders (in such
capacity, the "1996 Administrative Agent"), and the 1996 Lenders.


                           W I T N E S S E T H :
                           - - - - - - - - - - -


          WHEREAS, pursuant to the Term Loan Agreement, the Term Loan
Lenders have severally agreed to make loans to the Company upon the terms
and subject to the conditions set forth therein;

          WHEREAS, each Pledgor is the legal and beneficial owner of the
shares of Pledged Stock (as hereinafter defined) issued by the Persons
named under the caption "Issuer" on Schedules I and II hereto set forth
opposite such Pledgor's name;

          WHEREAS, the Pledgors have executed and delivered the Subsidiary
Guarantee dated as of the date hereof (as amended, supplemented or
otherwise modified from time to time, the "Subsidiary Guarantee") pursuant
to which, subject to the terms and conditions thereof, the Pledgors have
guaranteed to the Administrative Agent and the Term Loan Lenders the
punctual payment and performance of all amounts and other obligations owing
by the Issuer pursuant to the Term Loan Agreement;

          WHEREAS, the Pledgors have executed and delivered a Subsidiary
Guarantee dated as of October 16, 1996 (as amended, supplemented or
otherwise modified from time to time, the "1996 Subsidiary Guarantee")
pursuant to which, subject to the terms and conditions thereof, the
Pledgors have guaranteed to the 1996 Administrative Agent and the 1996
Lenders the punctual payment and performance of all amounts and other
obligations owing by the Issuer pursuant to the 1996 Credit Agreement;

          WHEREAS, it is a condition precedent to the obligation of the
Lenders to make their respective loans to the Company under the Term Loan
Agreement that the Pledgors shall have executed and delivered this Pledge
Agreement to the Collateral Agent for the ratable benefit of the Lenders;

          NOW, THEREFORE, in consideration of the premises and to induce
the Lenders to make their respective loans to the Company under the Term
Loan Agreement, the Pledgors hereby agree with the Collateral Agent, for
the ratable benefit of the Lenders, as follows:

          1. Defined Terms. Unless otherwise defined herein, terms that are
defined in the Term Loan Agreement and used herein are so used as so
defined; and the following terms which are defined in the Uniform
Commercial Code in effect in the State of New York on the date hereof are
used herein as so defined: Accounts, Chattel Paper, General Intangibles and
Instruments; and the following terms shall have the following meanings:

          "Code": the Uniform Commercial Code from time to time in effect
     in the State of New York.

          "Collateral": the collective reference to the Pledged Stock, and
     all Proceeds thereof.

          "Credit Agreements": the collective reference to the Term Loan
     Agreement and the 1996 Credit Agreement.

          "Guarantee Obligations": as to each Pledgor, all indebtedness,
     obligations and liabilities of such Pledgor under the Subsidiary
     Guarantee and the 1996 Subsidiary Guarantee, including, without
     limitation, (i) all guarantee obligations in respect of the unpaid
     principal of and interest on the Loans and all other Obligations of
     the Company to the Administrative Agent and the Lenders, whether
     direct or indirect, absolute or contingent, matured or unmatured, due
     or to become due, or now existing or hereafter incurred under the Term
     Loan Agreement and the other Credit Documents and (ii) all guarantee
     obligations in respect of the unpaid principal of and interest on the
     1996 Loans and all other 1996 Obligations of the Company to the 1996
     Administrative Agent and the 1996 Lenders, whether direct or indirect,
     absolute or contingent, matured or unmatured, due or to become due, or
     now existing or hereafter incurred under the 1996 Credit Agreement and
     the other 1996 Credit Documents.

          "Issuer": with respect to any Pledged Stock, the Issuers from
     time to time listed on Schedules I and II as the issuer of such
     Pledged Stock.

          "Lenders": the collective reference to the Term Loan Lenders and
     the 1996 Lenders.

          "1996 Credit Documents": the "Credit Documents" as defined in the
     1996 Credit Agreement.

          "1996 Loans": the "Loans" as defined in the 1996 Credit
     Agreement.

          "1996 Obligations": the "Obligations" as defined in the 1996
     Credit Agreement.

          "Pledge Agreement": this Pledge Agreement, as amended,
     supplemented or otherwise modified from time to time.

          "Pledge Agreement Lenders": at a particular time, the holders of
     at least 51% of the sum of (i) the aggregate unpaid principal amount
     of the Loans, if any, under the Term Loan Agreement and (ii) the
     aggregate unpaid principal amount of the Term Loans (as defined in the
     1996 Credit Agreement) outstanding at such time, if any, and the
     aggregate Revolving Credit Commitments (as defined in the 1996 Credit
     Agreement) at such time.

          "Pledged Stock": all of the shares of capital stock of the
     Issuers listed on Schedules I and II hereto (but not more than 65% of
     all shares of each class of Capital Stock of the Issuers listed on
     Schedule II hereto) now owned or at any time hereafter acquired by any
     Pledgor or in which any Pledgor now has or may from time to time
     acquire any right, title or interest, together with all stock
     certificates, options or rights of any nature whatsoever that may be
     issued or granted by the Issuer thereof to the applicable Pledgor
     while this Pledge Agreement is in effect.

          "Proceeds": all "proceeds" as such term is defined in Section
     9-306(1) of the Code on the date hereof and, in any event, shall
     include, without limitation, all dividends or other income from the
     Pledged Stock, and any and all collections on the foregoing or
     distributions with respect to the foregoing.

          2. Pledge; Grant of Security Interest. Each Pledgor hereby
delivers to the Collateral Agent, for the ratable benefit of the Lenders,
all of such Pledgor's right, title and interest in the Pledged Stock and
hereby transfers and grants to the Collateral Agent, for the ratable
benefit of the Lenders, a first security interest in all of such Pledgor's
right, title and interest in all of the Collateral, as collateral security
for the prompt and complete payment and performance when due (whether at
the stated maturity, by acceleration or otherwise) of the Guarantee
Obligations.

          3. Stock Powers. Concurrently with the delivery by any Pledgor to
the Collateral Agent of each certificate representing one or more shares of
Pledged Stock, such Pledgor shall deliver an undated stock power covering
such certificate, duly executed in blank by such Pledgor.

          4. Representations and Warranties. Each Pledgor represents and
warrants that:

          (a) the shares of capital stock of each of the Issuers listed on
     Schedules I and II which are identified as Pledged Stock on said
     Schedules I and II constitute (i) all of the issued and outstanding
     shares of capital stock of the Issuers listed on Schedule I hereto
     which are owned by the Pledgors; and (ii) all of the issued and
     outstanding shares of capital stock of the Issuers listed on Schedule
     II hereto which are owned by the Pledgors (but not in excess of 65% of
     the issued and outstanding shares of all classes of the capital stock
     of such Issuers);

          (b) all the shares of Pledged Stock have been duly and validly
     issued and are fully paid and nonassessable;

          (c) such Pledgor is the record and beneficial owner of, and has
     good title to, the Collateral owned by it, free of any and all Liens
     or options in favor of, or claims of, any other Person, except the
     Lien created by this Pledge Agreement; and

          (d) upon delivery to the Collateral Agent of the stock
     certificates evidencing the Pledged Stock, the Lien granted pursuant
     to this Pledge Agreement will constitute a valid, perfected first
     priority Lien on the Collateral owned by such Pledgor (except, with
     respect to Proceeds, only to the extent permitted by Section 9-306 of
     the Code), enforceable as such against all creditors of such Pledgor
     and any Persons purporting to purchase any Collateral from such
     Pledgor except in each case as enforceability may be affected by
     bankruptcy, insolvency, fraudulent conveyance, reorganization,
     moratorium and other similar laws relating to or affecting creditors'
     rights generally, general equitable principles (whether considered in
     a proceeding in equity or at law) and an implied covenant of good
     faith and fair dealing. No security agreement, financing statement or
     other public notice with respect to all or any part of the Collateral
     is on file or of record in any public office.

          Each Pledgor agrees that the foregoing representations and
warranties shall be deemed to have been made by it on each Borrowing Date
by such Pledgor under the Term Loan Agreement on and as of such Borrowing
Date as though made hereunder on and as of such Borrowing Date.

          5. Covenants. Each Pledgor covenants and agrees with the
Collateral Agent and the Lenders, that, from and after the date of this
Pledge Agreement until the Guarantee Obligations are paid in full and the
Commitments are terminated:

          (a) If such Pledgor shall, as a result of its ownership of the
     Collateral, become entitled to receive or shall receive any stock
     certificate (including, without limitation, any certificate
     representing a stock dividend or a distribution in connection with any
     reclassification, increase or reduction of capital or any certificate
     issued in connection with any reorganization), promissory note or
     other instrument, option or rights, whether in addition to, in
     substitution of, as a conversion of, or in exchange for any of the
     Collateral, or otherwise in respect thereof, such Pledgor shall accept
     the same as the agent of the Collateral Agent and the Lenders, hold
     the same in trust for the Collateral Agent and the Lenders and deliver
     the same forthwith to the Collateral Agent in the exact form received,
     duly indorsed by such Pledgor to the Collateral Agent, if required,
     together with an undated stock power or endorsement, as appropriate,
     covering such certificate, note or instrument duly executed in blank
     by such Pledgor and with, if the Collateral Agent so requests,
     signature guarantees, to be held by the Collateral Agent, subject to
     the terms hereof, as additional collateral security for the Guarantee
     Obligations. Any sums paid upon or in respect of the Collateral upon
     the liquidation or dissolution of any Issuer shall be paid over to the
     Collateral Agent to be held by it hereunder as additional collateral
     security for the Guarantee Obligations, and, in case any distribution
     of capital shall be made on or in respect of the Collateral or any
     property shall be distributed upon or with respect to the Collateral
     pursuant to the recapitalization or reclassification of the capital of
     such Issuer or pursuant to the reorganization thereof, the property so
     distributed shall be delivered to the Collateral Agent to be held by
     it hereunder as additional collateral security for the Guarantee
     Obligations. If any sums of money or property so paid or distributed
     in respect of the Collateral shall be received by such Pledgor, such
     Pledgor shall, until such money or property is paid or delivered to
     the Collateral Agent, hold such money or property in trust for the
     Lenders, segregated from other funds of such Pledgor, as additional
     collateral security for the Guarantee Obligations.

          (b) Without the prior written consent of the Collateral Agent and
     except as permitted by, or not prohibited under, the Credit
     Agreements, such Pledgor will not (i) vote to enable, or take any
     other action to permit, any Issuer to issue any stock, membership
     interests or other equity securities of any nature or to issue any
     other securities convertible into or granting the right to purchase or
     exchange for any stock or other equity securities of any nature of
     such Issuer, (ii) sell, assign, transfer, exchange, or otherwise
     dispose of, or grant any option with respect to, the Collateral, or
     (iii) create, incur or permit to exist any Lien or option in favor of,
     or any claim of any Person with respect to, any of the Collateral, or
     any interest therein, except for the Lien provided for by this Pledge
     Agreement. Such Pledgor will defend the right, title and interest of
     the Collateral Agent and the Lenders in and to the Collateral against
     the claims and demands of all Persons whomsoever.

          (c) At any time and from time to time, upon the written request
of the Collateral Agent, and at the sole expense of such Pledgor, such
Pledgor will promptly and duly execute and deliver such further instruments
and documents and take such further actions as the Collateral Agent may
reasonably request for the purposes of obtaining or preserving the full
benefits of this Pledge Agreement and of the rights and powers herein
granted. If any amount payable under or in connection with any of the
Collateral shall be or become evidenced by any promissory note, other
Instrument or Chattel Paper, such note, Instrument or Chattel Paper shall
be immediately delivered to the Collateral Agent, duly endorsed in a manner
satisfactory to the Collateral Agent, to be held as Collateral pursuant to
this Pledge Agreement.

          (d) Such Pledgor agrees to pay, and to save the Collateral Agent
     and the Lenders harmless from, any and all liabilities with respect
     to, or resulting from any delay in paying, any and all stamp, excise,
     sales or other similar taxes which may be payable or determined to be
     payable with respect to any of the Collateral or in connection with
     any of the transactions contemplated by this Pledge Agreement.

          6. Cash Dividends; Voting Rights. (a) Unless an Event of Default
shall have occurred and be continuing and the Collateral Agent shall
(unless such Event of Default is an Event of Default specified in
subsection 9(f) of the Term Loan Agreement or subsection 9(f) of the 1996
Credit Agreement, in which case no such notice need be given) have given
notice to any Pledgor of the Collateral Agent's intent to exercise its
rights pursuant to paragraph 8 below, such Pledgor shall be (i) permitted
to receive all cash dividends or distributions to the extent permitted in
the Credit Agreements in respect of the Pledged Stock and (ii) permitted to
exercise all voting, corporate and other rights of ownership with respect
to the Pledged Stock, provided, however, that no vote shall be cast or
corporate or other action taken which, in the Collateral Agent's reasonable
judgment, would impair the Collateral or which would be inconsistent with
or result in any violation of any provision of the Credit Agreements or any
of the other Credit Documents.

          (b) If an Event of Default shall have occurred and be continuing
and the Collateral Agent shall (unless such Event of Default is an Event of
Default specified in subsection 9(f) of the Term Loan Agreement or
subsection 9(f) of the 1996 Credit Agreement, in which case no such notice
need be given) give notice of its intent to exercise its rights hereunder
to any Pledgor, (i) all dividends, interest payments and other
distributions (including cash) paid on or in respect of the Pledged Stock
owned by such Pledgor shall be paid to and retained by the Collateral Agent
as Collateral hereunder (or if received by such Pledgor, shall be held in
trust by such Pledgor for the benefit of the Collateral Agent and the
Lenders and shall be forthwith delivered by it), and (ii) all voting,
corporate and other rights pertaining to the Pledged Stock, if any, shall
be exercised by the Collateral Agent.

          7. Rights of the Lenders and the Collateral Agent. (a) If an
Event of Default shall occur and be continuing and the Collateral Agent
shall (unless such Event of Default is an Event of Default specified in
subsection 9(f) of the Term Loan Agreement or subsection 9(f) of the 1996
Credit Agreement, in which case no such notice need be given) give notice
of its intent to exercise its rights hereunder to any Pledgor, (i) the
Collateral Agent shall have the right to receive any and all cash
dividends, distributions and payments or other income paid in respect of
the Collateral and make application thereof to the Guarantee Obligations in
such order as the Collateral Agent may determine and (ii) all shares of the
Pledged Stock shall be registered in the name of the Collateral Agent or
its nominee, and the Collateral Agent or its nominee may thereafter
exercise (A) all voting, corporate, member, creditor and other rights,
powers and privileges pertaining to the Collateral at any meeting of
shareholders of any Issuer or otherwise, and (B) any and all rights of
conversion, exchange, subscription and any other rights, privileges or
options pertaining to the Collateral as if it were the absolute owner
thereof (including, without limitation, the right to exchange at its
discretion any and all of the Collateral upon the merger, consolidation,
reorganization, recapitalization or other fundamental change in the
structure of any Issuer, or upon the exercise by any Pledgor or the
Collateral Agent of any right, privilege or option pertaining to the
Collateral, and in connection therewith, the right to deposit and deliver
any and all of the Collateral with any committee, depositary, transfer
agent, registrar or other designated agency upon such terms and conditions
as it may determine), all without liability except to account for property
actually received by it and except for its gross negligence or willful
misconduct, but the Collateral Agent shall have no duty to any Pledgor to
exercise any such right, privilege or option and shall not be responsible
for any failure to do so or delay in so doing.

          (b) The rights of the Collateral Agent and the Lenders hereunder
shall not be conditioned or contingent upon the pursuit by the Collateral
Agent or any Lender of any right or remedy against any Issuer, or any
Pledgor or against any other Person which may be or become liable in
respect of all or any part of the Guarantee Obligations or against any
collateral security therefor, guarantee therefor or right of set-off with
respect thereto. Neither the Collateral Agent nor any Lender shall be
liable for any failure to demand, collect or realize upon all or any part
of the Collateral or for any delay in doing so (except to the extent that
such failure constitutes gross negligence or willful misconduct), nor shall
the Collateral Agent be under any obligation to sell or otherwise dispose
of any Collateral upon the request of any Pledgor or any other Person or to
take any other action whatsoever with regard to the Collateral or any part
thereof.

          8. Remedies. In the event that any portion of the Obligations has
been declared or becomes due and payable in accordance with the terms of
the Term Loan Agreement or the 1996 Credit Agreement and such Obligations
have not been paid in full, the Collateral Agent, on behalf of the Lenders,
may exercise, in addition to all other rights and remedies granted in this
Pledge Agreement and in any other instrument or agreement securing,
evidencing or relating to the Guarantee Obligations or Obligations, all
rights and remedies of a secured party under the Code. Without limiting the
generality of the foregoing, the Collateral Agent, without demand of
performance or other demand, presentment, protest, advertisement or notice
of any kind (except any notice required by law referred to below) to or
upon any Pledgor, any Issuer, or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived), may in
such circumstances forthwith collect, receive, appropriate and realize upon
the Collateral, or any part thereof, and/or may forthwith sell, assign,
give option or options to purchase or otherwise dispose of and deliver the
Collateral or any part thereof (or contract to do any of the foregoing), in
one or more parcels at public or private sale or sales, in the
over-the-counter market, at any exchange or broker's board or office of the
Collateral Agent or any Lender or elsewhere upon such terms and conditions
as it may deem advisable and at such prices as it may deem best, for cash
or on credit or for future delivery without assumption of any credit risk.
The Collateral Agent or any Lender shall have the right upon any such
public sale or sales, and, to the extent permitted by law, upon any such
private sale or sales, to purchase the whole or any part of the Collateral
so sold, free of any right or equity of redemption in any Pledgor, which
right or equity is hereby waived or released. The Collateral Agent shall
apply any Proceeds from time to time held by it and the net proceeds of any
such collection, recovery, receipt, appropriation, realization or sale,
after deducting all reasonable costs and expenses of every kind incurred in
respect thereof or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the
Collateral Agent and the Lenders hereunder, including, without limitation,
reasonable attorneys' fees and disbursements of counsel to the Collateral
Agent, to the payment in whole or in part of the Guarantee Obligations, in
such order as the Collateral Agent may elect, and only after such
application and after the payment by the Collateral Agent of any other
amount required by any provision of law, including, without limitation,
Section 9-504(1)(c) of the Code, need the Collateral Agent account for the
surplus, if any, to the Pledgors. To the extent permitted by applicable
law, each Pledgor waives all claims, damages and demands it may acquire
against the Collateral Agent or any Lender arising out of the lawful
exercise by them of any rights hereunder. If any notice of a proposed sale
or other disposition of Collateral shall be required by law, such notice
shall be deemed reasonable and proper if given at least 10 days before such
sale or other disposition.

          9. Registration Rights; Private Sales. () If the Collateral Agent
shall determine to exercise its right to sell any or all of the Collateral
pursuant to paragraph 9 hereof, and if in the opinion of the Collateral
Agent it is necessary or advisable to have the Collateral, or that portion
thereof to be sold, registered under the provisions of the Securities Act
of 1933, as amended (the "Securities Act"), each Pledgor will cause each
Issuer whose stock, note or membership interest, as the case may be, is to
be so registered to (i) execute and deliver, and cause the directors and
officers of such Issuer, as the case may be, to execute and deliver, all
such instruments and documents, and do or cause to be done all such other
acts as may be, in the opinion of the Collateral Agent, necessary or
advisable to register the Collateral or that portion thereof to be sold,
under the provisions of the Securities Act, (ii) use its best efforts to
cause the registration statement relating thereto to become effective and
to remain effective for a period of one year from the date of the first
public offering of the Collateral, or that portion thereof to be sold, and
(iii) make all amendments thereto and/or to the related prospectus that, in
the opinion of the Collateral Agent, are necessary or advisable, all in
conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto.
Each Pledgor agrees to cause each Issuer to comply with the provisions of
the securities or "Blue Sky" laws of any and all jurisdictions that the
Collateral Agent shall designate and to make available to its security
holders, as soon as practicable, an earnings statement (which need not be
audited) that will satisfy the provisions of Section 11(a) of the
Securities Act.

          (b) Each Pledgor recognizes that the Collateral Agent may be
unable to effect a public sale of any or all the Collateral by reason of
certain prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers that will be
obliged to agree, among other things, to acquire such securities for their
own account for investment and not with a view to the distribution or
resale thereof. Each Pledgor acknowledges and agrees that any such private
sale may result in prices and other terms less favorable than if such sale
were a public sale and, notwithstanding such circumstances, agrees that any
such private sale shall be deemed to have been made in a commercially
reasonable manner. The Collateral Agent shall be under no obligation to
delay a sale of any of the Collateral for the period of time necessary to
permit any Issuer to register such securities for public sale under the
Securities Act, or under applicable state securities laws, even if such
Issuer would agree to do so.

          (c) Each Pledgor further agrees to use its best efforts to do or
cause to be done all such other acts as may be necessary to make such sale
or sales of all or any portion of the Collateral pursuant to this paragraph
9 valid and binding and in compliance with any and all other applicable
Requirements of Law. Each Pledgor further agrees that a breach of any of
the covenants contained in this paragraph 9 will cause irreparable injury
to the Collateral Agent and the Lenders, that the Collateral Agent and the
Lenders have no adequate remedy at law in respect of such breach and, as a
consequence, that each and every covenant contained in this paragraph 10
shall be specifically enforceable against such Pledgor, and such Pledgor
hereby waives and agrees not to assert any defenses against an action for
specific performance of such covenants.

          10. Limitation on Duties Regarding Collateral. The Collateral
Agent's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of
the Code or otherwise, shall be to deal with it in the same manner as the
Collateral Agent deals with similar securities and property for its own
account. Neither the Collateral Agent nor any Lender nor their respective
directors, officers, employees or agents shall be liable for failure to
demand, collect or realize upon any of the Collateral or for any delay in
doing so (except to the extent that such failure constitutes gross
negligence or willful misconduct) or shall be under any obligation to sell
or otherwise dispose of any Collateral upon the request of any Pledgor or
otherwise.

          11. Powers Coupled with an Interest. All authorizations and
agencies herein contained with respect to the Collateral are irrevocable
and powers coupled with an interest.

          12. Severability. Any provision of this Pledge Agreement which is
prohibited or unenforceable in any jurisdiction or against any Pledgor
shall, as to such jurisdiction or Pledgor, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or the applicability of any provisions hereof with
respect to any other Pledgor, and any such prohibition or unenforceability
in any jurisdiction or against any Pledgor shall not invalidate or render
unenforceable such provision in any other jurisdiction or against any other
Pledgor.

          13. Paragraph Headings. The paragraph headings used in this
Pledge Agreement are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in the
interpretation hereof.

          14. No Waiver; Cumulative Remedies. Neither the Collateral Agent
nor any Lender shall by any act (except by a written instrument pursuant to
paragraph 15 hereof) be deemed to have waived any right or remedy
hereunder. No failure to exercise, nor any delay in exercising, on the part
of the Collateral Agent or any Lender any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise
of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Collateral Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Collateral Agent or such Lender would otherwise
have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive
of any other rights or remedies provided by law. 

          15. Waivers and Amendments; Successors and Assigns; Governing
Law. None of the terms or provisions of this Pledge Agreement may be
waived, amended, supplemented or otherwise modified except by a written
instrument executed by the Pledgor, the Collateral Agent and the Pledge
Agreement Lenders, provided that no such waiver and no such amendment,
supplement or modification shall alter the equal and ratable treatment
afforded the Obligations without the written consent of each Lender
adversely affected by any such waiver, amendment, supplement or
modification This Pledge Agreement shall be binding upon the successors and
assigns of the Pledgors and shall inure to the benefit of the Collateral
Agent and the Lenders and their respective successors and assigns. THIS
PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          16. Notices. Notices by the Collateral Agent may be given by
mail, by telex or by facsimile transmission, addressed or transmitted to
the Issuers at their addresses or transmission numbers set forth in
Schedule III hereto and to the Pledgors at their addresses or transmission
numbers set forth on Schedule IV hereto. Such notice shall be effective (a)
in the case of mail, three Business Days after deposit in the postal
system, first class postage pre-paid, and (b) in the case of telex or
facsimile notices, when sent, answerback received, addressed. The Pledgors
and the Issuers may change their respective addresses and transmission
numbers by written notice to the Collateral Agent.

          17. Irrevocable Authorization and Instruction to Issuers. Each
Pledgor hereby authorizes and instructs the Issuers to comply with any
instruction received by it from the Collateral Agent in writing that (a)
states that an Event of Default has occurred and is continuing and (b) is
otherwise in accordance with the terms of this Pledge Agreement, without
any other or further instructions from any Pledgor, and such Pledgor agrees
that the Issuers shall be fully protected in so complying.

          18. Authority of Collateral Agent. Each Pledgor acknowledges that
the rights and responsibilities of the Collateral Agent under this Pledge
Agreement with respect to any action taken by the Collateral Agent or the
exercise or non-exercise by the Collateral Agent of any option, voting
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Pledge Agreement shall, as between the
Collateral Agent and the Lenders, be governed by the Credit Agreements and
by such other agreements with respect thereto as may exist from time to
time among them, but, as between the Collateral Agent and the Pledgors, the
Collateral Agent shall be conclusively presumed to be acting as agent for
the Lenders with full and valid authority so to act or refrain from acting,
and neither any Pledgor nor the Issuers shall be under any obligation, or
entitlement, to make any inquiry respecting such authority.


<PAGE>


          IN WITNESS WHEREOF, the undersigned have caused this Pledge
Agreement to be duly executed and delivered as of the date first above
written.

                                            [PLEDGORS]



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

Accepted and Agreed:

THE CHASE MANHATTAN BANK, as Collateral Agent


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


<PAGE>


                        ACKNOWLEDGEMENT AND CONSENT

          Each of the undersigned Issuers referred to in the foregoing
Subsidiary Pledge Agreement hereby acknowledges receipt of a copy thereof
and agrees to be bound thereby and to comply with the terms thereof insofar
as such terms are applicable to it. Each of the undersigned Issuers agrees
to notify the Collateral Agent promptly in writing of the occurrence of any
of the events described in paragraph 5(a) of the Subsidiary Pledge
Agreement. Each of the undersigned Issuers further agrees that the terms of
paragraph 9(c) of the Subsidiary Pledge Agreement shall apply to it,
mutatis mutandis, with respect to all actions that may be required of it
under or pursuant to or arising out of paragraph 9 of the Subsidiary Pledge
Agreement.

                                            [LIST OF ISSUERS]



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


<PAGE>


                                                                 SCHEDULE I
                                                              to Subsidiary
                                                           Pledge Agreement
                                                           ----------------


<TABLE>
<CAPTION>

            DESCRIPTION OF PLEDGED STOCK (DOMESTIC SUBSIDIARIES)
            ----------------------------------------------------


                                                                  Percentage of
                       Stock      Total No. of     Number of       Outstanding
         Class of   Certificate    Outstanding    Shares Owned     Shares Owned
Issuer    Stock         No.          Shares      by the Pledgor    by the Pledgor
------    -----         ---          ------      --------------    --------------
<S>       <C>           <C>          <C>         <C>               <C>


</TABLE>


<PAGE>


                                                                SCHEDULE II
                                                              To Subsidiary
                                                           Pledge Agreement
                                                           ----------------


<TABLE>
<CAPTION>
            DESCRIPTION OF PLEDGED STOCK (FOREIGN SUBSIDIARIES)
            ---------------------------------------------------


                                                                  Percentage of
                       Stock      Total No. of     Number of       Outstanding
         Class of   Certificate    Outstanding    Shares Owned     Shares Owned
Issuer    Stock         No.          Shares      by the Pledgor    by the Pledgor
------    -----         ---          ------      --------------    --------------
<S>       <C>           <C>          <C>         <C>               <C>


</TABLE>


<PAGE>


                                                               SCHEDULE III
                                                              To Subsidiary
                                                           Pledge Agreement
                                                           ----------------


                            ADDRESSES OF ISSUERS
                            --------------------


<PAGE>


                                                                SCHEDULE IV
                                                              To Subsidiary
                                                           Pledge Agreement
                                                           ----------------


                           ADDRESSES OF PLEDGORS
                           ---------------------


<PAGE>


                                                               EXHIBIT G TO
                                                        TERM LOAN AGREEMENT
                                                        -------------------


                       FORM OF EXEMPTION CERTIFICATE

          Reference is made to the Term Loan Agreement, dated as of April
15, 1999, among Gulfstream Delaware Corporation, the lenders and other
financial institutions which are parties thereto (the "Lenders") and The
Chase Manhattan Bank, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent") (the "Term Loan Agreement").
Capitalized terms used herein that are not defined herein shall have the
meanings ascribed to them in the Term Loan Agreement. [Name of Non-U.S.
Lender] (the "Lender") is providing this certificate pursuant to subsection
4.18 of the Term Loan Agreement. Under penalties of perjury, the Lender
hereby represents and warrants that:

1.   The Lender is the sole record and beneficial owner of the Qualified
     Non-U.S. Lender Note(s) and Loans in respect of which it is providing
     this certificate, and it shall remain the sole beneficial owner of
     such Qualified Non-U.S. Lender Note(s) at all times during which it is
     the record holder of such Qualified Non-U.S. Lender Note(s) and Loans.

2.   The Lender is not a "bank" for purposes of Section 881(c)(3)(A) of the
     Internal Revenue Code of 1986, as amended (the "Code"). In this
     regard, the Lender further represents and warrants that:

          (a) the Lender is not subject to regulatory or other legal
          requirements as a bank in any jurisdiction;

          (b) the Lender has not been treated as a bank for purposes of any
          tax, securities law or other filing or submission made to any
          Governmental Authority, any application made to a rating agency
          or qualification for any exemption from tax, securities law or
          other legal requirements;

          (c) the Lender is acquiring an interest in a Qualified Non-U.S.
          Lender Note or a Loan for its own account, and the Lender will
          not hold such interest, directly or indirectly, for or on behalf
          of, or as nominee for, any bank; further, the Lender is not a
          "conduit entity" (within the meaning of U.S. Treasury Regulations
          Section 1.881-3); and

          (d) the Lender is not using funds borrowed from a bank on a
          limited recourse or other basis, the effect of which is to shift
          the economic benefits or burdens of ownership of an interest in
          any Qualified Non-U.S. Lender Note or Loan to such bank, to
          acquire an interest in any Qualified Non-U.S. Lender Note or
          Loan.

3.   The Lender meets all of the requirements under Code Section 871(h) or
     881(c) to be eligible for a complete exemption from withholding of
     U.S. Taxes on interest payments made to it under the Term Loan
     Agreement. In connection with the foregoing, the Lender represents and
     warrants that (a) any and all Notes that it now holds, or may
     hereafter hold, are Qualified Non-U.S. Lender Notes, and (b) it has
     not taken, and will not take, any action that would cause any
     Qualified Non-U.S. Lender Note held by it at any time during the term
     of the Term Loan Agreement to fail to be in registered form within the
     meaning of U.S. Treasury Regulations Section 5f.103-1(c).

4.   The Lender shall promptly notify the Company and the Administrative
     Agent if (a) any of the representations and warranties made herein are
     no longer true and correct, or (b) the Lender is a "conduit entity"
     within the meaning of any successor to U.S. Treasury Regulations
     Section 1.881-3 or any other Regulations promulgated under the
     authority of Code Section 7701(l) with respect to its interest in any
     Qualified Non-U.S. Lender Note or Loan and any bank.

IN WITNESS WHEREOF, the undersigned has duly executed this certificate.

[Name of Non-U.S. Lender]


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

Date:
     -----------


<PAGE>


                                                             EXHIBIT I-1 TO
                                                        TERM LOAN AGREEMENT
                                                        -------------------



                    FORM OF HOLDINGS CLOSING CERTIFICATE


          Pursuant to subsection 6.1(j) of the Term Loan Agreement, dated
as of April 15, 1999, among Gulfstream Delaware Corporation (the
"Company"), the lenders and other financial institutions which are parties
thereto (the "Lenders") and The Chase Manhattan Bank, as administrative
agent for the Lenders (in such capacity, the "Administrative Agent"), (the
"Term Loan Agreement"; terms defined therein being used herein as therein
defined), the undersigned [Vice Presidents] of Holdings hereby certify as
follows:

          1. The representations and warranties of Holdings made on the
     Closing Date and set forth in each of the Credit Documents to which it
     is a party or which are contained in any certificate, document or
     financial or other statement furnished by or on behalf of Holdings
     pursuant to or in connection with any Credit Document are true and
     correct in all material respects on and as of the date hereof with the
     same effect as if made on the date hereof, except for representations
     and warranties stated to relate to a specific earlier date, in which
     case such representations and warranties were true and correct in all
     material respects as of such earlier date;

          2. Attached hereto as Exhibit I are true and correct copies of
     all consents, authorizations and filings, if any, required in
     connection with the execution, delivery and performance by Holdings
     and the validity and enforceability against Holdings of the Credit
     Documents to which it is a party and such consents, authorizations and
     filings are in full force and effect, except such consents,
     authorizations and filings the failure to obtain which would not have
     a Material Adverse Effect;

          3. No Default or Event of Default has occurred and is continuing
     as of the date hereof or after giving effect to the Loans to be made
     on the date hereof;

          4. _______________ is and at all times since _________ __, 199_
     has been, the duly elected and qualified Assistant Secretary of
     Holdings and the signature set forth on the signature line for such
     officer below is such officer's true and genuine signature;

and the undersigned Assistant Secretary of Holdings hereby certifies as
follows:

          5. There are no liquidation or dissolution proceedings pending or
     to my knowledge threatened against Holdings nor has any other event
     occurred affecting or threatening the corporate existence of Holdings;

          6. Holdings is a corporation duly incorporated, validly existing
     and in good standing under the laws of the State of Delaware; attached
     hereto as Exhibit II is a true and complete copy of a Certificate,
     dated as of a recent date, of the Secretary of State as to the good
     standing of Holdings under the laws of the State of Delaware;

          7. Attached hereto as Exhibit III is a true and complete copy of
     resolutions duly adopted by the written consent of the Board of
     Directors of Holdings on _________ __, 1999 such resolutions have not
     in any way been amended, modified, revoked or rescinded and have been
     in full force and effect since their adoption to and including the
     date hereof and are now in full force and effect; such resolutions are
     the only corporate proceedings of Holdings now in force relating to or
     affecting the matters referred to therein;

          8. Attached hereto as Exhibit IV is a true and complete copy of
     the By-Laws of Holdings as in effect at all times since _________ __,
     199_, to and including the date hereof;

          9. Attached hereto as Exhibit V is a true and complete copy of
     the Certificate of Incorporation of Holdings, as amended, as in effect
     at all times since _____ __, 199_, to and including the date hereof;

          10. The following persons are now duly elected and qualified
     officers of Holdings holding the offices indicated next to their
     respective names below, and such officers have held such offices with
     Holdings at all times since _________ __, 199_, to and including the
     date hereof, and the signatures appearing opposite their respective
     names below are the true and genuine signatures of such officers, and
     each of such officers is duly authorized to execute and deliver on
     behalf of Holdings the Credit Documents to which it is a party and any
     certificate or other document to be delivered by Holdings pursuant to
     the Credit Documents:


<PAGE>


        Name                 Office             Signature
        ----                 ------             ---------


                                             -----------------

                                             -----------------


          IN WITNESS WHEREOF, the undersigned have hereunto set our names.


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


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

Date:  _________ __, 1999


<PAGE>


                                                             EXHIBIT I-2 TO
                                                        TERM LOAN AGREEMENT
                                                        -------------------




                    FORM OF COMPANY CLOSING CERTIFICATE


          Pursuant to subsection 6.1(j) of the Term Loan Agreement, dated
as of April 15, 1999, among Gulfstream Delaware Corporation (the
"Company"), the lenders and other financial institutions which are parties
thereto (the "Lenders") and The Chase Manhattan Bank, as administrative
agent for the Lenders (in such capacity, the "Administrative Agent"), (the
"Term Loan Agreement"; terms defined therein being used herein as therein
defined), the undersigned [Vice Presidents] of the Company hereby certify
as follows:

          1. The representations and warranties of the Company made on the
     Closing Date and set forth in each of the Credit Documents to which it
     is a party or which are contained in any certificate, document or
     financial or other statement furnished by or on behalf of the Company
     pursuant to or in connection with any Credit Document are true and
     correct in all material respects on and as of the date hereof with the
     same effect as if made on the date hereof, except for representations
     and warranties stated to relate to a specific earlier date, in which
     case such representations and warranties were true and correct in all
     material respects as of such earlier date;

          2. Attached hereto as Exhibit I are true and correct copies of
     all consents, authorizations and filings, if any, required in
     connection with the execution, delivery and performance by the Company
     and the validity and enforceability against the Company of the Credit
     Documents to which it is a party and such consents, authorizations and
     filings are in full force and effect, except such consents,
     authorizations and filings the failure to obtain which would not have
     a Material Adverse Effect;

          3. No Default or Event of Default has occurred and is continuing
     as of the date hereof or after giving effect to the Loans to be made
     on the date hereof;

          4. _______________ is and at all times since _________ __, 199_
     has been, the duly elected and qualified Assistant Secretary of the
     Company and the signature set forth on the signature line for such
     officer below is such officer's true and genuine signature;

and the undersigned Assistant Secretary of the Company hereby certifies as
follows:

          5. There are no liquidation or dissolution proceedings pending or
     to my knowledge threatened against the Company nor has any other event
     occurred affecting or threatening the corporate existence of the
     Company;

          6. The Company is a corporation duly incorporated, validly
     existing and in good standing under the laws of the State of Delaware;
     attached hereto as Exhibit II is a true and complete copy of a
     Certificate, dated as of a recent date, of the Secretary of State as
     to the good standing of the Company under the laws of the State of
     Delaware;

          7. Attached hereto as Exhibit III is a true and complete copy of
     resolutions duly adopted by the written consent of the Board of
     Directors of the Company on _________ __, 1999 such resolutions have
     not in any way been amended, modified, revoked or rescinded and have
     been in full force and effect since their adoption to and including
     the date hereof and are now in full force and effect; such resolutions
     are the only corporate proceedings of the Company now in force
     relating to or affecting the matters referred to therein;

          8. Attached hereto as Exhibit IV is a true and complete copy of
     the By-Laws of the Company as in effect at all times since _________
     __, 199_, to and including the date hereof;

          9. Attached hereto as Exhibit V is a true and complete copy of
     the Certificate of Incorporation of the Company, as amended, as in
     effect at all times since _______ __, 199_, to and including the date
     hereof;

          10. The following persons are now duly elected and qualified
     officers of the Company holding the offices indicated next to their
     respective names below, and such officers have held such offices with
     the Company at all times since _________ __, 199_, to and including
     the date hereof, and the signatures appearing opposite their
     respective names below are the true and genuine signatures of such
     officers, and each of such officers is duly authorized to execute and
     deliver on behalf of the Company the Credit Documents to which it is a
     party and any certificate or other document to be delivered by the
     Company pursuant to the Credit Documents:


<PAGE>


        Name                 Office             Signature
        ----                 ------             ---------


                                             -----------------

                                             -----------------


          IN WITNESS WHEREOF, the undersigned have hereunto set our names.


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


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

Date:  _________ __, 1999


<PAGE>


                                                             EXHIBIT I-3 TO
                                                        TERM LOAN AGREEMENT
                                                        -------------------




              FORM OF SUBSIDIARY GUARANTOR CLOSING CERTIFICATE

          Pursuant to subsection 6.1(j) of the Term Loan Agreement, dated
as of April 15, 1999, among Gulfstream Delaware Corporation, the lenders
and other financial institutions parties thereto (collectively, the
"Lenders") and The Chase Manhattan Bank, as administrative agent for the
Lenders (the "Administrative Agent"), (the "Term Loan Agreement"; terms
defined therein being used herein as therein defined), the undersigned
[Vice President] of each of the entities listed on Schedule A hereto (each,
a "Guarantor"), hereby certifies as follows:

          1. The representations and warranties of each Guarantor made on
     the Closing Date and set forth in each of the Credit Documents to
     which it is a party or which are contained in any certificate,
     document or financial or other statement furnished by or on behalf of
     such Guarantor pursuant to or in connection with any Credit Document
     are true and correct in all material respects on and as of the date
     hereof with the same effect as if made on the date hereof except for
     representations and warranties stated to relate to a specific earlier
     date, in which case such representations and warranties were true and
     correct in all material respects as of such earlier date;

          2. Attached hereto as Exhibit I are true and correct copies of
     all consents, authorizations and filings, if any, required in
     connection with the execution, delivery and performance by each
     Guarantor and the validity and enforceability against such Guarantor
     of the Credit Documents to which it is a party and such consents,
     authorizations and filings are in full force and effect, except such
     consents, authorizations and filings the failure to obtain which would
     not have a Material Adverse Effect;

          3. No Default or Event of Default has occurred and is continuing
     as of the date hereof or after giving effect to the Loans to be made
     on the date hereof;

          4. ____________________ is and at all times since ________, 199_,
     has been, the duly elected and qualified Assistant Secretary of such
     Guarantor and the signature set forth on the signature line for such
     officer below is such officer's true and genuine signature;

and the undersigned Assistant Secretary of each Guarantor hereby certifies
as follows:

          5. There are no liquidation or dissolution proceedings pending or
     to my knowledge threatened against any Guarantor, nor has any other
     event occurred affecting or threatening the corporate existence of any
     Guarantor;

          6. Each Guarantor is a corporation duly incorporated, validly
     existing and in good standing under the laws of its state of
     incorporation or organization, as the case may be; attached hereto as
     Exhibit II is a true and complete copy of a Certificate, dated as of a
     recent date, of the Secretary of State of the state of its
     incorporation or organization, as the case may be, as to the good
     standing of such Guarantor under the law of such state;

          7. Attached hereto as Exhibit III is a true and complete copy of
     resolutions duly adopted by the Board of Directors or other governing
     body, as the case may be, of such Guarantor on _________, 1999; such
     resolutions have not in any way been amended, modified, revoked or
     rescinded and have been in full force and effect since their adoption
     to and including the date hereof and are now in full force and effect;
     such resolutions are the only corporate, partnership or limited
     liability company proceedings, as the case may be, of such Guarantor
     now in force relating to or affecting the matters referred to therein;

          8. Attached hereto as Exhibit IV is a true and complete copy of
     the By-Laws, if applicable, of each Guarantor as in effect on the date
     hereof;

          9. Attached hereto as Exhibit V is a true and complete copy of
     the Certificate of Incorporation, if applicable (or other certificate
     of existence), of each Guarantor as in effect on the date hereof;

          10. The following persons are now duly elected and qualified
     officers of each Guarantor holding the offices indicated next to their
     respective names below and the signatures appearing opposite their
     respective names below are the true and genuine signatures of such
     officers, and each of such officers is duly authorized to execute and
     deliver on behalf of such Guarantor the Credit Documents to which it
     is a party and any certificate or other document to be delivered by
     such Guarantor pursuant to the Credit Documents:


<PAGE>


        Name                 Office             Signature
        ----                 ------             ---------


                                             -----------------

                                             -----------------


          IN WITNESS WHEREOF, the undersigned have hereunto set our names.


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


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

Date:  _________ __, 1999


<PAGE>


                                                               EXHIBIT J TO
                                                        TERM LOAN AGREEMENT
                                                        -------------------



                     FORM OF ASSIGNMENT AND ACCEPTANCE


          Reference is made to the Term Loan Agreement, dated as of April
15, 1999, among Gulfstream Delaware Corporation (the "Company"), the
Lenders parties thereto and The Chase Manhattan Bank, as Administrative
Agent (as the same may from time to time be amended, modified or
supplemented, the "Term Loan Agreement"). Unless otherwise defined herein,
terms defined in the Term Loan Agreement and used herein shall have the
meanings given to them in the Term Loan Agreement.

          [Name of Assigning Lender] (the "Assignor") and [Name of
Assignee] (the "Assignee") agree as follows:

          1. The Assignor hereby irrevocably sells and assigns to the
Assignee without recourse to the Assignor, and the Assignee hereby
irrevocably purchases and assumes from the Assignor without recourse to the
Assignor, as of the Effective Date (as defined below), an __% interest (the
"Assigned Interest") in and to the Assignor's rights and obligations with
respect to the Loans under the Term Loan Agreement as set forth on Schedule
1 hereto (the "Assigned Facility"), in a principal amount for such Assigned
Facility as set forth on Schedule 1 hereto.

          2. The Assignor (a) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Term Loan Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Term Loan Agreement, any other Credit Document or any other
instrument or document furnished pursuant thereto, other than that it has
not created any adverse claim upon the interest being assigned by it
hereunder and that such interest is free and clear of any such adverse
claim; (b) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Company, any of its
Subsidiaries or any other obligor or the performance or observance by the
Company, any of its Subsidiaries or any other obligor of any of their
respective obligations under the Term Loan Agreement or any other Credit
Document or any other instrument or document furnished pursuant hereto or
thereto; and (c) attaches the Note(s), if any, held by it evidencing the
Assigned Facility and requests that the Company exchange such Note(s), if
any, for a new Note or Notes payable to the Assignee and (if the Assignor
has retained any interest in the Assigned Facility) a new Note or Notes, if
any, payable to the Assignor in the respective amounts which reflect the
assignment being made hereby (and after giving effect to any other
assignments which have become effective on the Effective Date).

          3. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that
it has received a copy of the Term Loan Agreement, together with copies of
the financial statements delivered pursuant thereto and such other
documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Acceptance;
(c) agrees that it will, independently and without reliance upon the
Assignor, the Administrative Agent, the Co-Agents or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking
action under the Term Loan Agreement, the other Credit Documents or any
other instrument or document furnished pursuant hereto or thereto; (d)
appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers and discretion under the
Term Loan Agreement, the other Credit Documents or any other instrument or
document furnished pursuant hereto or thereto as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
incidental thereto; [and]1 (e) agrees that it will be bound by the
provisions of the Term Loan Agreement and will perform in accordance with
its terms all the obligations which by the terms of the Term Loan Agreement
are required to be performed by it as a Lender; [(f) represents and
warrants (for the benefit of the Assignor, the Administrative Agent and the
Company) that under applicable law and treaties no U.S. Taxes will be
required to be withheld by the Administrative Agent, the Company or the
Assignor with respect to any payments to be made to the Assignee in respect
of the Term Loans; (g) has attached hereto, and shall furnish to the
Assignor and the Company, such Internal Revenue Service forms required to
be furnished pursuant to subsection 4.18(e) of the Term Loan Agreement; and
(h) agrees (for the benefit of the Assignor, the Administrative Agent and
the Company) to be bound by the provisions of subsection 4.18(e).]2

          4. The effective date of this Assignment and Acceptance shall be
________ __, 199_ (the "Effective Date"). Following the execution of this
Assignment and Acceptance, it will be delivered to the Administrative Agent
for acceptance by it and recording by the Administrative Agent pursuant to
subsection 11.6 of the Term Loan Agreement, effective as of the Effective
Date.

          5. Upon such acceptance and recording, from and after the
Effective Date, the Administrative Agent shall make all payments in respect
of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignee and the Assignor, as their interests may
appear. The Assignor and the Assignee shall make all appropriate
adjustments in payments by the Administrative Agent for periods prior to
the Effective Date or with respect to the making of this assignment
directly between themselves.

          6. From and after the Effective Date, (a) the Assignee shall be a
party to the Term Loan Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and under the other Credit Documents and shall be bound by the
provisions thereof and (b) the Assignor shall, to the extent provided in
this Assignment and Acceptance, relinquish its rights and be released from
its obligations under the Term Loan Agreement.

          7. Notwithstanding any other provision hereof, if the consent of
the Administrative Agent and the Company hereto is required under
subsection 11.6 of the Term Loan Agreement, this Assignment and Acceptance
shall not be effective unless such consents shall have been obtained.

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

          IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed as of ________ __, 199_ by their
respective duly authorized officers on Schedule 1 hereto.


--------------------


1.   Delete if Assignee will be a Non-U.S. Lender on effectiveness of the
     assignment.

2.   Add items (f) - (h) if the Assignee will be a Non-U.S. Lender on the
     effectiveness of the assignment.


<PAGE>


                                                                 SCHEDULE 1
                                                              TO ASSIGNMENT
                                                             AND ACCEPTANCE
                                                             --------------


Name of Assignor:

Name of Assignee:

Effective Date of Assignment:


              Credit                                    Principal
        Facility Assigned                         Amount Assigned
        -----------------                         ---------------






        [NAME OF ASSIGNEE]                      [NAME OF ASSIGNOR]




        By                                      By
          --------------------------              -------------------------
        Name:                                   Name:
        Title:                                  Title:
               
               
        Accepted and Consented to:              Consented to:

        THE CHASE MANHATTAN BANK                GULFSTREAM DELAWARE
          Administrative Agent                  CORPORATION


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