Exhibit 10.12(d)  
 CREDIT AGREEMENT   Dated as of September 14,1999   among   FIRST SECURITY BANK, NATIONAL ASSOCIATION, not individually, except as expressly stated herein, but solely as the Owner Trustee under the TSG Trust 1999-1, as the Borrower,   The Several Lenders from Time to Time Parties Hereto,   and   BANK OF AMERICA, N.A., as the Agent   
 
   TABLE OF CONTENTS  SECTION 1.
  DEFINITIONS1.1
  Definitions.1.2
  Interpretation.SECTION 2.
  AMOUNT AND TERMS OF
  COMMITMENTS2.1
  Commitments.2.2
  Notes.2.3
  Procedure for Borrowing.2.4
  Lender
  Unused Fees.2.5
  Termination or
  Reduction of Commitments.2.6
  Prepayments and Payments.2.7
  Conversion and
  Continuation Options.2.8
  Interest Rates and
  Payment Dates.2.9
  Computation of Interest.2.10
  Pro Rata Treatment and
  Payments.2.11
  Notice
  of Amounts Payable; Mandatory Assignment.SECTION 3.
  REPRESENTATIONS AND
  WARRANTIESSECTION 4.
  CONDITIONS PRECEDENT4.1
  Conditions to
  Effectiveness.4.2
  Conditions to Each Loan.SECTION 5.
  COVENANTS5.1
  Other
  Activities.5.2
  Ownership of
  Properties, Indebtedness.5.3
  Disposition of Assets.5.4
  Compliance with
  Operative Agreements.5.5
  Further Assurances.5.6
  Notices.5.7
  Discharge
  of Liens.5.8
  Trust
  Agreement.SECTION 6.
  EVENTS
  OF DEFAULTSECTION 7.
  THE AGENT7.1
  Appointment and
  Authorization of Agent.7.2
  Delegation of Duties.7.3
  Liability
  of Agent.7.4
  Reliance
  by Agent.7.5
  Notice
  of Default.7.6
  Credit
  Decision; Disclosure of Information by Agent.7.7
  Indemnification of Agent.7.8
  Agent in Individual
  Capacity.7.9
  Successor
  Agent.7.10
  Actions of
  the Agent on Behalf of Holders.SECTION
  8.
  MATTERS RELATING TO PAYMENT AND
  COLLATERAL8.1
  Collection
  and Allocation of Payments and Other Amounts.8.2
  Certain Remedial Matters.8.3
  Excepted
  Payments.SECTION 9.
  MISCELLANEOUS9.1
  Amendments and Waivers.9.2
  Notices.9.3
  No Waiver; Cumulative
  Remedies.9.4
  Survival of
  Representations and Warranties.9.5
  Payment of Expenses and
  Taxes.9.6
  Successors and Assigns.9.7
  Participations.9.8
  Assignments.9.9
  The
  Register.9.10
  Adjustments; Set-off.9.11
  Counterparts.9.12
  Severability.9.13
  Integration.9.14
  GOVERNING
  LAW.9.15
  SUBMISSION TO
  JURISDICTION; VENUE.9.16
  Acknowledgments.9.17
  WAIVERS OF JURY TRIAL.9.18
  Nonrecourse.9.19
  USURY SAVINGS PROVISION.9.20
  Nature of Lenders
  Obligations.9.21
  ENTIRE
  AGREEMENT.  SCHEDULESSchedule
  2.1
  Commitments
  and Addresses of LendersEXHIBITSExhibit
  A-1
  Form
  of Tranche A NoteExhibit
  A-2
  Form
  of Tranche B NoteExhibit
  B
  Form of Assignment and Acceptance  i 
   CREDIT
AGREEMENT  THIS CREDIT AGREEMENT, dated as of September 14,1999 (as amended, modified,
extended, supplemented, restated and/or replaced from time to time, this Agreement)
is among FIRST SECURITY BANK, NATIONAL ASSOCIATION, not individually, except as
expressly stated herein, but solely as the Owner Trustee under the TSG Trust
1999-1 (the Owner Trustee or the Borrower), the several banks
and other financial institutions from time to time parties to this Agreement
(the Lenders) and BANK OF AMERICA, N.A., a national banking
association, as a Lender and as the agent for the Lenders (the Agent).  The parties hereto hereby agree as follows:  SECTION 1.DEFINITIONS  1.1Definitions.  For purposes of this Agreement, capitalized terms used in this
Agreement and not otherwise defined herein shall have the meanings assigned to
them in Appendix A to that certain Participation Agreement dated as of
September 14,1999 (as amended, modified, extended, supplemented, restated
and/or replaced from time to time in accordance with the applicable provisions
thereof, the Participation Agreement) among Sabre Inc., as Lessee and
Construction Agent, the Borrower, the various banks and other lending
institutions which are parties thereto from time to time, as the Holders, the
Lenders, and Bank of America, N.A., as agent for the Lenders and, respecting
the Security Documents, as the agent for the Lenders and the Holders, to the
extent of their interests.  Unless
otherwise indicated, references in this Agreement to articles, sections,
paragraphs, clauses, appendices, schedules and exhibits are to the same
contained in this Agreement.  1.2Interpretation.  The rules of usage set forth in Appendix A to the Participation
Agreement shall apply to this Agreement.  SECTION 2.AMOUNT AND TERMS OF COMMITMENTS  2.1Commitments.  (a)Subject
to the terms and conditions hereof, each of the Lenders severally agrees to
make the portion of the Tranche A Loans and the Tranche B Loans to the Borrower
from time to time during the Commitment Period in an amount up to such Lenders
Commitment as is set forth adjacent to such Lenders name in Schedule 2.1
hereto for the purpose of enabling the Borrower to purchase the Properties and
to pay Property Acquisition Costs, Property Costs and Transaction Expenses, provided,
that the aggregate principal amount at any one (1) time outstanding with
respect to each of the Tranche A Loans and the Tranche B Loans shall not exceed
the amount of the Tranche A Commitments and the Tranche B Commitments
respectively.  Any prepayments or
repayments of the Loans, whether mandatory or at the Borrowers election, shall
not be subject to reborrowing except as set forth in Section 5.2(d) of the
Participation Agreement.  (b)Subject
to Section 11.3(f) of the Participation Agreement, the Loans may from time to
time be (i) Eurodollar Loans, (ii) ABR Loans, or (iii) a combination thereof,
as determined by the Borrower and notified to the Agent in accordance with
Sections 2.3 and 2.7.  In the event the
Borrower fails to provide notice pursuant to Section 2.3, the Loan shall be an
ABR Loan.  Any and all Eurodollar Loans
shall be in an amount of at least $2,000,000. 
Any and all ABR Loans shall be in an amount of at least $1,000,000.  
   (c)The
Commitment of each Lender to make Tranche A Loans  will be the same as its Commitment to make Tranche B Loans.  2.2Notes.  The Loans made by each Lender shall be evidenced by promissory notes of
the Borrower, substantially in the form of Exhibit A-1 in the case of
the Tranche A Loans (each, a Tranche A Note) or Exhibit A-2 in
the case of the Tranche B Loans (each, a Tranche B Note, and with the
Tranche A Notes, the Notes), with appropriate insertions as to payee,
payable to the order of such Lender and in a principal amount up to the Tranche
A Commitment or Tranche B Commitment, as the case may be, of such Lender.  Each Lender is hereby authorized to record
the date, Type and amount of each Loan made by such Lender, each continuation
thereof, each conversion of all or a portion thereof to another Type, and the
date and amount of each payment or prepayment of principal thereof on the
schedule annexed to and constituting a part of its Note, and any such
recordation shall constitute prima  facie evidence of the accuracy
of the information so recorded, provided, that the failure to make any
such recordation or any error in such recordation shall not affect the
Borrowers obligations hereunder or under such Note.  Each Note shall (i) be dated the Initial Closing Date, (ii) be
stated to mature on the Expiration Date and (iii) provide for the payment
of principal in accordance with Section 2.6(d) and the payment of interest in
accordance with Section 2.8.  2.3Procedure for Borrowing.  (a)The
Borrower may borrow under the Commitments during the Commitment Period on any
Business Day that an Advance may be requested pursuant to the terms of
Section 5.2 of the Participation Agreement, provided, that the
Borrower shall give the Agent irrevocable notice (which must be received by the
Agent prior to 11:00 a.m., Dallas, Texas time, at least three (3) Business Days
prior to the requested Borrowing Date specifying (i) the amount to be borrowed
(which on any date shall not be in excess of the then Available Commitments),
(ii) the requested Borrowing Date, (iii) whether the borrowing is to be of
Eurodollar Loans, ABR Loans or a combination thereof, (iv) if the borrowing is
to be a combination of Eurodollar Loans and ABR Loans, the respective amounts
of each Type of Loan and (v) the Interest Period applicable to each Eurodollar
Loan.  Pursuant to the terms of the
Participation Agreement, the Borrower shall be deemed to have delivered such
notice upon the delivery of a Requisition by the Construction Agent or the
Lessee containing such required information. 
Upon receipt of any such Requisition, the Agent shall promptly notify
each Lender thereof.  Each Lender will
make the amount of its pro rata share of each borrowing available to the Agent
for the account of the Borrower at the office of the Agent specified in Section
9.2 prior to 1:00 p.m., Dallas, Texas time, on the Borrowing Date requested by
the Borrower in funds immediately available to the Agent.  Such borrowing will then be made available
to the Borrower by the Agent crediting an account or accounts designated,
subject to Section 9.1 of the Participation Agreement, by the Borrower on the
books of such office with the aggregate of the amounts made available to the
Agent by the Lenders and in like funds as received by the Agent.  (b)Interest
accruing on each Loan during the Construction Period with respect to any
Property shall, subject to the limitations set forth in Section 5.1(b) of the
Participation Agreement be added to the principal amount of such Loan on the
relevant Scheduled Interest Payment Date. 
On each such Scheduled Interest Payment Date, the Loan Property Cost and
Construction Loan Property Cost shall be increased by the amount of interest
added to the Loans.  2.4Lender Unused Fees.  Promptly after receipt of the payment of the Lender Unused Fee payable
pursuant to Section 7.4 of the Participation Agreement, the Agent shall
distribute such payments to the Lenders pro rata in accordance with their
respective Commitments.  2.5Termination or Reduction of
Commitments.  (a)The
Borrower shall have the right, upon not less than three (3) Business Days
written notice to the Agent, to terminate the Commitments or, from time to
time, to reduce the amount of the Commitments, provided, that (i) after
giving effect to such reduction, the aggregate outstanding principal amount of
the Loans shall not exceed  2 
   the aggregate Commitments and (ii) such notice shall be accompanied by
a certificate of the Construction Agent stating that the amount not less than
ninety-six and seven tenths percent (96.7%) of aggregate Budgeted Total
Property Costs as of the date of such reduction does not exceed the aggregate
amount of Available Commitments as of such date after giving effect to such
reduction.  Any such reduction (A) shall
be in an amount equal to the lesser of (1) $5,000,000 (and one million dollar
increments thereafter) or (2) the remaining Available Commitments, (B) shall
reduce permanently the Commitments then in effect and (C) shall be pro rata for
the Commitments of all Lenders and pro rata between the Tranche A Loans and the
Tranche B Loans.  (b)The
Commitments respecting any particular Property shall automatically be reduced
to zero Dollars ($0) upon the occurrence of the Rent Commencement Date
respecting such Property.  On any date
on which the Commitments shall automatically be reduced to zero Dollars ($0)
pursuant to Section 6, the Borrower shall pay all outstanding Loans, together
with accrued unpaid interest thereon and all other amounts owing under the
Operative Agreements.  2.6Prepayments and Payments.  (a)Subject
to Sections 11.2(e), 11.3 and 11.4 of the Participation Agreement, the Borrower
may at any time and from time to time prepay the Loans, in whole or in part,
without premium or penalty and without setoff, deduction or counterclaim, upon
at least three (3) Business Days irrevocable notice from Borrower to the
Agent, specifying the date and amount of prepayment and whether the prepayment
is of Eurodollar Loans, ABR Loans or a combination thereof, and, if a
combination thereof, the amount allocable to each.  Upon receipt of any such notice the Agent shall promptly notify
each Lender thereof.  If any such notice
is given, the amount specified in such notice shall be due and payable on the
date specified therein.  (b)If
on any date the Agent or the Lessor shall receive any payment in respect of
(i) any Casualty, Condemnation or Environmental Violation pursuant to
Sections 15.1(a) or 15.1(g) or Article XVI of the Lease (excluding any payments
in respect thereof which are payable to the Lessee in accordance with the
Lease), or (ii) the Termination Value of any Property in connection with the
Operative Agreements, or (iii) any payment required to be made or elected to be
made by the Construction Agent to the Lessor pursuant to the terms of the
Agency Agreement, then in each case, the Borrower shall pay such amounts to the
Agent and the Agent shall be required to apply and pay such amounts in
accordance with the provisions of Section 8.7(b) of the Participation
Agreement.  (c)Each
prepayment of the Loans pursuant to Section 2.6(a) shall be allocated to reduce
the respective Loan Property Costs of all Properties pro  rata
according to the Loan Property Costs of such Properties immediately before
giving effect to such prepayment.  Each
prepayment of the Loans pursuant to Section 2.6(b) shall be allocated to reduce
the Loan Property Cost of the Property or Properties subject to the respective
Casualty, Condemnation, Environmental Violation, termination, purchase,
transfer or other circumstance giving rise to such prepayment.  Any amounts applied to reduce the Loan
Property Cost of any Construction Period Property pursuant to this paragraph
(c) shall also be applied to reduce the Construction Loan Property Cost of such
Property until such Construction Loan Property Cost has been reduced to zero
Dollars ($0).  (d)The
outstanding principal balance of the Loans and all other amounts then due and
owing under this Agreement or otherwise with respect to the Loans shall be due
and payable in full on the Expiration Date.  2.7Conversion and Continuation Options.  (a)The
Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans
by giving the Agent at least three (3) Business Days prior irrevocable notice
of such election no later than 11:00 a.m. (Dallas, Texas time), provided,
that any such conversion of Eurodollar Loans may only be made on the last day
of an Interest Period with respect thereto, and provided, further,
to the extent an Event of Default has occurred and is continuing on the last
day of any such Interest Period, the applicable Eurodollar Loan shall
automatically be converted to an ABR Loan. 
Subject to Sections 2.8(a), 2.8(b) and 2.9(c), the Borrower may elect
from time to time to convert ABR Loans to Eurodollar Loans by giving the Agent
at least three (3) Business Days prior irrevocable notice of such election,
which notice shall specify the Interest Period applicable to each Eurodollar
Loan.  Upon receipt of any such notice,
the Agent shall promptly notify each Lender thereof.  All or any part of outstanding Eurodollar Loans or ABR  3 
   Loans may be converted as
provided herein, provided, that (i) no ABR Loan may be converted into a
Eurodollar Loan after the date that is one (1) month prior to the Expiration
Date and (ii) such notice of conversion regarding any Eurodollar Loan shall
contain an election by the Borrower of an Interest Period for such Eurodollar
Loan to be created by such conversion and such Interest Period shall be in
accordance with the terms of the definition of the term Interest Period
including without limitation subparagraphs (A) through (D) thereof.  (b)Subject
to the restrictions set forth in Sections 2.3, 2.8(a), 2.8(b) and 2.9(c)
hereof, any Eurodollar Loan may be continued as such upon the expiration of the
current Interest Period with respect thereto by the Borrower giving irrevocable
notice to the Agent, in accordance with the applicable notice provision for the
conversion of ABR Loans to Eurodollar Loans set forth herein and in the
applicable provisions of the definition of the term Interest Period, of the
length of the next Interest Period to be applicable to such Loans, provided,
that no Eurodollar Loan may be continued as such after the date that is one (1)
month prior to the Expiration Date, provided, further, no
Eurodollar Loans may be continued as such if an Event of Default has occurred
and is continuing as of the last day of the Interest Period for such Eurodollar
Loan, and provided, further, that if the Borrower shall fail to
give any required notice as described above or otherwise herein, or if such
continuation is not permitted pursuant to the proceeding proviso, such Loan
shall automatically be converted to an ABR Loan on the last day of such then
expiring Interest Period.  2.8Interest Rates and Payment Dates.  (a)The
Loans outstanding hereunder from time to time shall bear interest at a rate per
annum equal to either (i) with respect to a Eurodollar Loan, the Eurodollar
Rate determined for the applicable Interest Period plus the Applicable
Percentage or (ii) with respect to an ABR Loan, the ABR, as selected by the
Borrower in accordance with the provisions hereof; provided, however,
(A) upon delivery by the Agent of the notice described in
Section 2.9(c), the Loans of each of the Lenders shall bear interest at
the ABR applicable from time to time from and after the dates and during the
periods specified in Section 2.9(c), (B) upon the delivery by a
Lender of the notice described in Section 11.3(f) of the Participation
Agreement, the Loans of such Lender shall bear interest at the ABR applicable
from time to time from and after the dates and during the periods specified in
Section 11.3(f) of the Participation Agreement and (C) in such other
circumstances as expressly provided herein, the Loans shall bear interest at
the ABR.  (b)If
(i) all or a portion of (A) the principal amount of any Loan, (B) any interest
payable thereon or (C) any other amount payable hereunder shall not be paid
when due (whether at the stated maturity, by acceleration or otherwise),
subject to any grace periods therefor or (ii) (A) a replacement
Construction Agent is hired in accordance with the provisions of the Agency
Agreement, (B) Completion of all Properties has not occurred on or prior to the
Construction Period Termination Date or (C) the cost of any Property exceeds
the original Construction Budget therefor (or the applicable Construction
Budget modified in accordance with the Operative Agreements), in each case as
previously delivered to the Agent, such overdue amount (in the case of Section
2.8(b)(i)) or all Loans, including without limitation principal and interest,
and all other amounts payable hereunder (in the case of Section 2.8(b)(ii))
shall bear interest at a rate per annum which is the lesser of (x) the
then current rate of interest respecting such payment or other amount, as the
case may be, plus two percent (2%) and (y) the highest interest rate
permitted by applicable law, in each case from the date of such non-payment
until such payment is paid in full (whether after or before judgment) (in the
case of Section 2.8(b)(i)) or Completion of all Properties (in the case of
Section 2.8(b)(ii)).  All such amounts
referenced in this Section 2.8(b) shall be paid upon demand.  (c)Interest
shall be payable in arrears on the applicable Scheduled Interest Payment Date, provided,
that (i) interest accruing pursuant to paragraph (b) of this
Section 2.8 shall be payable from time to time on demand, (ii) each
prepayment of the Loans shall be accompanied by accrued interest to the date of
such prepayment on the amount prepaid and (iii) interest shall accrue but not
be payable during the Construction Period for a Construction Period Property in
accordance with Section 5.1(b) of the Participation Agreement.  2.9Computation of Interest.  (a)Whenever
it is calculated on the basis of the ABR, interest shall be calculated on the
basis of a year of three hundred sixty-five (365) days (or three hundred
sixty-six (366) days, as the case may be) for the actual  4 
   days elapsed; and, otherwise,
interest shall be calculated on the basis of a year of three hundred sixty
(360) days for the actual days elapsed. 
The Agent shall as soon as practicable notify the Borrower 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 shall become effective as of the day on which such change in the ABR
becomes effective.  The Agent shall as
soon as practicable notify the Borrower and the Lenders of the effective date
and the amount of each such change in interest rate.  (b)Each
determination of an interest rate by the Agent pursuant to any provision of
this Agreement shall be conclusive and binding on the Borrower and the Lenders
in the absence of manifest error.  (c)If
the Eurodollar Rate cannot be determined by the Agent in the manner specified
in the definition of the term Eurodollar Rate, the Agent shall give
telecopy or telephonic notice thereof to the Borrower and the Lenders as soon
as practicable thereafter.  Until such
time as the Eurodollar Rate can be determined by the Agent in the manner
specified in the definition of such term, no further Eurodollar Loans shall be
made or shall be continued as such at the end of the then current Interest
Period nor shall the Borrower have the right to convert ABR Loans to Eurodollar
Loans.  2.10Pro Rata Treatment and Payments.  (a)Each
borrowing by the Borrower from the Lenders, any Advances or reduction of the
Commitments of the Lenders shall be made pro rata according to their respective
Commitments.  Subject to the provisions
of Section 8.7 of the Participation Agreement and Section 2.11(b) hereof, each
payment (including without limitation each prepayment) by the Borrower on account
of principal of and interest on the Loans shall be made pro rata according to
the respective outstanding principal amounts on the Loans then held by the
Lenders.  All payments (including
without limitation prepayments) to be made by the Borrower hereunder and under
the Notes, whether on account of principal, interest or otherwise, shall be
made without setoff or counterclaim and shall be made prior to 1:00 p.m.,
Dallas, Texas time, on the due date thereof to the Agent, for the account of
the Lenders, at the Agents office specified in Section 9.2, in Dollars
and in immediately available funds.  The
Agent shall distribute such payments to the Lenders promptly upon receipt in
like funds as received.  If any payment
hereunder becomes due and payable on a day other than a Business Day, such payment
shall be extended to the next succeeding Business Day; provided, however,
if such payment includes an amount of interest calculated with reference to the
Eurodollar Rate and the result of such extension would be to extend such
payment into another calendar month, then such payment shall be made on the
immediately preceding Business Day.  In
the case of any extension of any payment of principal pursuant to the preceding
two (2) sentences, interest thereon shall be payable at the then applicable
rate during such extension.  (b)Unless
the Agent shall have been notified in writing by any Lender prior to a
borrowing that such Lender will not make its share of such borrowing available
to the Agent, the Agent may assume that such Lender is making such amount available
to the Agent, and the Agent may, in reliance upon such assumption, make
available to the Borrower a corresponding amount.  If such amount is not made available to the Agent by the required
time on the Borrowing Date therefor, such Lender shall pay to the Agent, on
demand, such amount with interest thereon at a rate equal to the daily average
Federal Funds Effective Rate for the period until such Lender makes such amount
immediately available to the Agent.  A
certificate of the Agent submitted to any Lender with respect to any amounts
owing under this Section 2.10(b) shall be conclusive in the absence of manifest
error.  If such Lenders share of such
borrowing is not made available to the Agent by such Lender within one (1)
Business Day of such Borrowing Date, the Agent shall also be entitled to
recover such amount with interest thereon at the rate as set forth above on
demand from the Borrower.  2.11Notice of Amounts Payable; Mandatory
Assignment.  (a)In
the event that any Lender becomes aware that any amounts are or will be owed to
it pursuant to Sections 11.2(e), 11.3 or 11.4 of the Participation Agreement or
that it is unable to make Eurodollar Loans, then it shall promptly notify the
Borrower, the Lessee and the Agent thereof and, as soon as possible thereafter,
such Lender shall submit to the Borrower (with a copy to the Lessee and the
Agent) a certificate indicating the amount owing to it  5 
   and the calculation
thereof.  The amounts set forth in such
certificate shall be prima facie evidence of the obligations of the Borrower
hereunder.  (b)In
the event that any Lender delivers a certificate in accordance with Section
2.11(a) in connection with amounts payable pursuant to Sections 11.2(e) or 11.3
of the Participation Agreement or such Lender is required to make Loans as ABR
Loans in accordance with Section 11.3(f) of the Participation Agreement then,
subject to Section 9.1 of the Participation Agreement, the Borrower may, at its
own expense (provided, such amounts shall be reimbursed or paid entirely
(as elected by the Borrower) by the Lessee, as Supplemental Rent) and in the
discretion of the Borrower, (i) require such Lender to transfer or assign, in
whole or (with such Lenders consent) in part, without recourse (in accordance
with Section 9.8), all or (with such Lenders consent) part of its interests,
rights (except for rights to be indemnified for actions taken while a party
hereunder) and obligations under this Agreement to a replacement bank or
institution if the Borrower (subject to Section 9.1 of the Participation
Agreement), with the full cooperation of such Lender, can identify a Person who
is ready, willing and able to be such replacement bank or institution with
respect thereto and such replacement bank or institution (which may be another
Lender) shall assume such assigned obligations, or (ii) during such time as no
Default or Event of Default has occurred and is continuing, terminate the
Commitment of such Lender and prepay all outstanding Loans of such Lender; provided,
however, that (x) subject to Section 9.1 of the Participation Agreement,
the Borrower or such replacement bank or institution, as the case may be, shall
have paid to such Lender in immediately available funds the principal of and
interest accrued to the date of such payment on the Loans made by it hereunder
and all other amounts owed to it hereunder (and, if such Lender is also a
Holder, all Holder Advances and Holder Yield accrued and unpaid thereon),
(y) any termination of Commitments shall be subject to the terms of
Section 2.5(a) and (z) such assignment or termination of the Commitment of
such Lender and prepayment of Loans does not conflict with any law, rule or
regulation or order of any court or Governmental Authority.  SECTION 3.REPRESENTATIONS AND WARRANTIES  To induce the Agent and the Lenders to enter into this Agreement and to
make the Loans, each of the Trust Company and the Owner Trustee hereby makes
and affirms the representations and warranties set forth in Section 6.1 of the
Participation Agreement to the same extent as if such representations and
warranties were set forth in this Agreement in their entirety.  SECTION 4.CONDITIONS PRECEDENT  4.1Conditions to Effectiveness.  The effectiveness of this Agreement is subject to the satisfaction of
all conditions precedent set forth in Section 5.3 of the Participation
Agreement required by said Section to be satisfied on or prior to the Initial
Closing Date.  4.2Conditions to Each Loan.  The agreement of each Lender to make any Loan requested to be made by
it on any date is subject to the satisfaction of all conditions precedent set
forth in Section 5.3 and 5.4 of the Participation Agreement required by said
Sections to be satisfied on or prior to the date of the applicable Loan.  Each borrowing by the Borrower hereunder shall constitute a
representation and warranty by the Borrower as of the date of such Loan that
the conditions contained in this Section 4.2 have been satisfied.  6 
   SECTION 5.COVENANTS  So long as any Loan or Note remains outstanding and unpaid or any other
amount is owing to any Lender or the Agent hereunder:  5.1Other Activities.  The Borrower shall not conduct, transact or otherwise engage in, or
commit to transact, conduct or otherwise engage in, any business or operations
other than the entry into, and exercise of rights and performance of
obligations in respect of, the Operative Agreements and other activities
incidental or related to the foregoing.  5.2Ownershipof Properties, Indebtedness.  The Borrower shall not own, lease, manage or otherwise operate any
properties or assets other than in connection with the activities described in
Section 5.1, or incur, create, assume or suffer to exist any Indebtedness or
other consensual liabilities or financial obligations other than as may be
incurred, created or assumed or as may exist in connection with the activities
described in Section 5.1 (including without limitation the Loans and other obligations
incurred by the Borrower hereunder).  5.3Disposition of Assets.  The Borrower shall not convey, sell, lease, assign, transfer or
otherwise dispose of any of its property, business or assets, whether now owned
or hereafter acquired, except to the extent expressly contemplated by the
Operative Agreements.  5.4Compliance with Operative
Agreements.  The Borrower shall at all times (a) observe and perform all of the
covenants, conditions and obligations required to be performed by it (whether
in its capacity as the Lessor, the Owner Trustee or otherwise) under each
Operative Agreement to which it is a party and (b) observe and perform, or
cause to be observed and performed, all of the covenants, conditions and
obligations of the Lessor under the Lease, even in the event that the Lease is
terminated at stated expiration following a Lease Event of Default or
otherwise.  5.5Further Assurances.  At any time and from time to time, upon the written request of the
Agent, and at the expense of the Borrower (provided, such amounts shall
be reimbursed or paid entirely (as elected by the Borrower) by the Lessee, as
Supplemental Rent), the Borrower will promptly and duly execute and deliver
such further instruments and documents and take such further action as the
Agent or the Majority Lenders may reasonably request for the purpose of
obtaining or preserving the full benefits of this Agreement and the other
Operative Agreements and of the rights and powers herein or therein granted.  5.6Notices.  If on any date, a Responsible Officer of the Borrower shall obtain
actual knowledge of the occurrence of a Default or Event of Default, the
Borrower will give written notice thereof to the Agent within five (5) Business
Days after such date.  5.7Discharge of Liens.  Neither the Borrower nor the Trust Company will create or permit to
exist at any time, and each will, at its own expense, promptly take such action
as may be necessary duly to discharge, or cause to be discharged, all Lessor
Liens attributable to it, provided, that the Borrower and the Trust
Company shall not be required to discharge any Lessor Lien while the same is
being contested in good faith by appropriate proceedings diligently prosecuted
so long  7 
   as such proceedings shall not
involve any material danger of impairment of any of the Liens contemplated by
the Security Documents or of the sale, forfeiture or loss of, and shall not
materially interfere with the disposition of, any Property or title thereto or any
interest therein or the payment of Rent.  5.8Trust Agreement.  Without prejudice to any right under the Trust Agreement of the Owner
Trustee to resign, the Owner Trustee (a) agrees not to terminate or revoke the
trust created by the Trust Agreement except as permitted by Article VIII of the
Trust Agreement, (b) agrees not to amend, supplement, terminate, revoke or
otherwise modify any provision of the Trust Agreement in any manner which could
reasonably be expected to have an adverse effect on the rights or interests of
the Agent or the Lenders hereunder or under the other Operative Agreements and
(c) agrees to comply with all of the terms of the Trust Agreement.  SECTION 6.EVENTS OF DEFAULT  Upon the occurrence of any of the following specified events (each an Event
of Default):  (a)Except
as provided in Sections 6(c), the Borrower shall default in the payment when
due of any principal on the Loans or default in the payment when due of any
interest on the Loans, and in either such case, such default shall continue for
three (3) or more Business Days; or  (b)Except
as provided in Sections 6(a) and 6(c), the Borrower shall default, and such
default shall continue for ten (10) or more Business Days, in the payment of
any amount owing under any Credit Document; or  (c)(i)
The Borrower shall default in the payment of any amount due on the Expiration
Date owing under any Credit Document or (ii) the Borrower shall default in the
payment when due of any principal or interest on the Loans payable with regard
to any obligation of Lessee to pay Termination Value when due or to pay Basic
Rent or Supplemental Rent at such time as any Termination Value is due; or  (d)The
Borrower shall default in the due performance or observance by it of any term,
covenant or agreement contained in any Credit Document to which it is a party
(other than those referred to in paragraphs (a), (b) and (c) above) and such
default shall have continued unremedied for a period of at least thirty (30)
days after notice to the Borrower by the Agent or the Majority Lenders, provided,
further, if any such default is not capable of remedy within such thirty
(30) day period but may be remedied with further diligence and if the Borrower
has and continues to pursue diligently such remedy, then the Borrower shall be
granted additional time to pursue such remedy but in no event more than an
additional thirty (30) days.  (e)Any
representation, warranty or statement made or deemed made by the Borrower
herein or in any other Credit Document or by the Borrower or the Lessee in the
Participation Agreement, or in any statement or certificate delivered or
required to be delivered pursuant hereto or thereto, shall prove to be untrue
in any material respect on the date as of which made or deemed made; or  (f)(i)
Any Lease Event of Default shall have occurred and be continuing, or
(ii) the Owner Trustee shall default in the due performance or observance
by it of any term, covenant or agreement contained in the Participation
Agreement or in the Trust Agreement to or for the benefit of the Agent or a
Lender, provided, that in the case of this clause (ii) such default
shall have continued unremedied for a period of at least thirty (30) days after
notice to the Owner Trustee and Lessee by the Agent or the Majority Lenders, provided,
further, that in the case of this clause (ii), such default is not
capable of remedy within such thirty (30) day period but may be remedied with
further diligence and if the Borrower has and continues to pursue diligently
such remedy, then the Borrower shall be granted additional time to pursue such
remedy but in no event more than an additional thirty (30) days; or  (g)The
Borrower shall commence a voluntary case concerning itself under the Bankruptcy
Code or an involuntary case is commenced against the Borrower and the petition
is not contravened within ten (10) days after  8 
   commencement of the case or an
involuntary case is commenced against the Borrower and the petition is not
dismissed within sixty (60) days after commencement of the case; or a custodian
(as defined in the Bankruptcy Code) is appointed for, or takes charge of, all
or substantially all of the property of the Borrower; or the Borrower commences
any other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Borrower, or
there is commenced against the Borrower any such proceeding which remains
undismissed for a period of sixty (60) days; or the Borrower is adjudicated
insolvent or bankrupt, or any order of relief or other order approving any such
case or proceeding is entered; or the Borrower suffers any appointment of any
custodian or the like for it or any substantial part of its property to
continue undischarged or unstayed for a period of sixty (60) days; or the
Borrower makes a general assignment for the benefit of creditors; or any
corporate or partnership action is taken by the Borrower for the purpose of
effecting any of the foregoing; or  (h)Any
Security Document (other than Uniform Commercial Code financing statements
which lapse is due to the failure to file renewal statements) shall cease to be
in full force and effect, or shall cease to give the Agent the Liens, rights,
powers and privileges purported to be created thereby (including without
limitation a first priority perfected security interest in, and Lien on, all of
the Properties), in favor of the Agent on behalf of the Lenders and the
Holders, superior to and prior to the rights of all third Persons and subject
to no other Liens (except in each case to the extent expressly permitted herein
or in any Operative Agreement); or  (i)The
Lease shall cease to be enforceable against the Lessee; or  (j)One
(1) or more judgments or decrees shall be entered against the Borrower
involving a liability of $100,000 or more in the aggregate for all such
judgments and decrees for the Borrower and any such judgments or decrees shall
not have been vacated, discharged or stayed or bonded pending appeal within
sixty (60) days from the entry thereof,  then, and in any such event, (A) if such event is an Event of Default
specified in paragraph (g) above with respect to the Borrower, 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, either or both of the following actions may be
taken:  (i) with the consent of the
Majority Lenders, the Agent may, or upon the request of the Majority Lenders,
the Agent shall, by notice to the Borrower declare the Commitments to be
terminated forthwith, whereupon the Commitments shall immediately terminate;
and (ii) with the consent of the Majority Lenders, the Agent may, or upon
the request of the Majority Lenders, the Agent shall, by notice to the
Borrower, declare 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 (any of
the foregoing occurrences or actions referred to in clause (A) or (B) above, an
Acceleration).  Except as
expressly provided above in this Section 6, presentment, demand, protest and
all other notices of any kind are hereby expressly waived.  Upon the occurrence of any Event of Default and at any time thereafter
so long as any Event of Default shall be continuing, the Agent shall, upon the
written instructions of the Majority Secured Parties, exercise any or all of
the rights and powers and pursue any and all of the remedies available to it
hereunder and (subject to the terms thereof) under the other Credit Documents,
the Lease and the other Operative Agreements and shall have any and all rights
and remedies available under the Uniform Commercial Code or any provision of
law.  Upon the occurrence of any Event of Default and at any time thereafter
so long as any Event of Default shall be continuing, the Agent may, and upon
request of the Majority Secured Parties shall, proceed to protect and enforce
this Agreement, the Notes, the other Credit Documents and the Lease by suit or
suits or proceedings in equity, at law or in bankruptcy, and whether for the
specific performance of any covenant or agreement herein contained or in
execution or aid of any power herein granted, or for foreclosure hereunder, or
for the appointment of a receiver or receivers for the Property or for the
recovery of judgment for the indebtedness secured thereby or for the
enforcement of any other proper, legal or equitable remedy available under
applicable laws.  The Borrower shall be liable for any and all accrued and unpaid amounts
due hereunder before, after or during the exercise of any of the foregoing
remedies, including without limitation all reasonable legal fees and other  9 
   reasonable costs and expenses
incurred by the Agent or any Lender by reason of the occurrence of any Event of
Default or the exercise of remedies with respect thereto.  SECTION 7.THE AGENT  7.1Appointment and Authorization of
Agent.  Each Lender hereby irrevocably (subject to Section 7.9) appoints,
designates and authorizes Agent to take such action on its behalf under the
provisions of this Agreement and each other Operative Agreement and to exercise
such powers and perform such duties as are expressly delegated to it by the
terms of this Agreement or any other Operative Agreement, together with such
powers as are reasonably incidental thereto. 
Notwithstanding any provision to the contrary contained elsewhere in
this Agreement or in any other Operative Agreement, Agent shall not have any
duties or responsibilities, except those expressly set forth herein, nor shall
Agent have or be deemed to have any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Operative Agreement
or otherwise exist against Agent. 
Without limiting the generality of the foregoing sentence, the use of
the term agent in this Agreement with reference to Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable law. 
Instead, such term is used merely as a matter of market custom, and is
intended to create or reflect only an administrative relationship between
independent contracting parties.  7.2Delegation of Duties.  Agent may execute any of its duties under this Agreement or any other
Operative Agreement by or through agents, employees or attorneysinfact
and shall be entitled to advice of counsel concerning all matters pertaining to
such duties.  Agent shall not be
responsible for the negligence or misconduct of any agent or attorneyinfact
that it selects with reasonable care.  7.3Liability of Agent.  No AgentRelated Person shall (i) be liable for any action taken
or omitted to be taken by any of them under or in connection with this
Agreement or any other Operative Agreement or the transactions contemplated
hereby (except for its own gross negligence or willful misconduct), or (ii) be
responsible in any manner to any of Lenders for any recital, statement,
representation or warranty made by the Borrower or Lessee or any Subsidiary or
Affiliate of the Borrower or Lessee, or any officer thereof, contained in this
Agreement or in any other Operative Agreement, or in any certificate, report,
statement or other document referred to or provided for in, or received by
Agent under or in connection with, this Agreement or any other Operative
Agreement, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Operative Agreement, or for any
failure of the Borrower or Lessee or any other party to any Operative Agreement
to perform its obligations hereunder or thereunder.  No AgentRelated Person shall be under any obligation to
any Lender to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any
other Operative Agreement, or to inspect the properties, books or records of
the Borrower or Lessee or any of the Borrowers or Lessees Subsidiaries or
Affiliates.  7.4Reliance by Agent.  (a)Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
Advance Request, writing, resolution, notice, consent, certificate, affidavit,
letter, telegram, facsimile, telex or telephone message, statement 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 counsel to the Borrower or Lessee),
independent accountants and other experts selected by Agent. Agent shall be
fully justified in failing or refusing to take any action under this Agreement
or any other Operative Agreement unless it shall first receive such advice or
concurrence of the Majority Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by Lenders against
any and all liability and expense which may be incurred by it by  10 
   reason of taking or continuing
to take any such action.  Agent shall in
all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Operative Agreement in accordance with a request or
consent of the Majority Lenders or all Lenders, if required hereunder or
pursuant to any other Operative Agreement, and such request and any action
taken or failure to act pursuant thereto shall be binding upon all of Lenders.  (b)For
purposes of determining compliance with the conditions specified in
Sections 4.1 and 4.2 of this Agreement and in Sections 5.3 and 5.4 of
the Participation Agreement, each Lender shall be deemed to have consented to,
approved or accepted or to be satisfied with (unless such Lender has objected
in writing pursuant to the provisions of Section 9.2 prior to the
particular closing or funding then under consideration) each document or other
matter either sent by Agent to such Lender for consent, approval, acceptance or
satisfaction, or required thereunder to be consented to or approved by or
acceptable or satisfactory to such Lender.  7.5Notice of Default.  Agent shall not be deemed to have knowledge or notice of the occurrence
of any Default or Event of Default, except with respect to defaults in the
payment of principal, interest and fees required to be paid to Agent for the
account of Lenders, unless Agent shall have received written notice from a
Lender, the Borrower or the Lessee referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a notice of
default.  Agent will notify Lenders of
its receipt of any such notice.  Agent
shall take such action with respect to such Default or Event of Default as may
be requested by the Majority Lenders in accordance with Section 6; provided,
however, that unless and until Agent has received any such request,
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 or in the best interest of Lenders.  7.6Credit Decision; Disclosure of
Information by Agent.  Each Lender acknowledges that no AgentRelated Person has made
any representation or warranty to it, and that no act by Agent hereinafter
taken, including any consent to and acceptance of any assignment or review of
the affairs of the Borrower, the Lessee, the Subsidiaries of the Borrower or
the Subsidiaries of the Lessee, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender as to any
matter, including without limitation, whether AgentRelated Persons have
disclosed material information in their possession.  Each Lender, including any Lender by assignment, represents to
Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower, the Lessee, the Subsidiaries of the Borrower
and the Subsidiaries of the Lessee, and all applicable bank regulatory laws
relating to the transactions contemplated hereby, and made its own decision to
enter into this Agreement and to extend credit to the Borrower hereunder.  Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Operative Agreements, and
to make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and Lessee. 
Except for notices, reports and other documents expressly herein
required to be furnished to Lenders by Agent herein, Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of the Borrower, the Lessee, any
Subsidiaries of the Borrower or any Subsidiaries of the Lessee which may come
into the possession of any of AgentRelated Persons.  7.7Indemnification of Agent.  WHETHER
OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED, LENDERS SHALL INDEMNIFY
UPON DEMAND EACH AGENTRELATED PERSON (TO THE EXTENT NOT REIMBURSED BY OR
ON BEHALF OF THE LESSEE AND WITHOUT LIMITING THE OBLIGATION OF THE LESSEE TO DO
SO), PRO RATA, AND HOLD HARMLESS EACH AGENTRELATED PERSON FROM AND
AGAINST ANY AND ALL INDEMNIFIED  11 
   LIABILITIES INCURRED BY IT, INCLUDING THOSE
CAUSED BY EACH AGENT-RELATED PERSONS NEGLIGENCE; PROVIDED FURTHER, HOWEVER,
THAT NO LENDER SHALL BE LIABLE FOR THE PAYMENT TO ANY AGENT-RELATED PERSON OF
ANY PORTION OF SUCH INDEMNIFIED LIABILITY RESULTING FROM SUCH PERSONS GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED, HOWEVER, THAT NO
ACTION TAKEN IN ACCORDANCE WITH THE DIRECTIONS OF THE MAJORITY LENDERS SHALL BE
DEEMED TO CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT FOR PURPOSES OF
THIS SECTION. 
Without limitation of the foregoing, each Lender shall reimburse Agent
upon demand for its ratable share of any reasonable costs or outofpocket
expenses (including Attorney Costs) incurred by Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
any other Operative Agreement, or any document contemplated by or referred to
herein, to the extent that Agent is not reimbursed for such expenses by or on
behalf of the Lessee.  The undertaking
in this Section shall survive the payment of all Obligations hereunder and
under the other Operative Agreements and the resignation or replacement of
Agent.  7.8Agent in Individual Capacity.  Bank of America and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in
and generally engage in any kind of banking, trust, financial advisory,
underwriting or other business with the Borrower, the Lessee and the
Subsidiaries and Affiliates of the Borrower and the Lessee as though Bank of
America were not Agent hereunder and without notice to or consent of
Lenders.  Lenders acknowledge that,
pursuant to such activities, Bank of America or its Affiliates may receive
information regarding the Borrower, the Lessee, the Affiliates of the Borrower
or the Affiliates of the Lessee (including information that may be subject to
confidentiality obligations in favor of the Borrower, the Lessee or any such
Affiliate) and acknowledge that Agent shall be under no obligation to provide
such information to them.  With respect
to its Loans, Bank of America shall have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it were not
Agent.  7.9Successor Agent.  Agent may, and at the request of the Majority Lenders shall, resign as
Agent upon 30 days notice to Lenders. 
If Agent resigns under this Agreement, the Majority Lenders shall
appoint from among Lenders a successor Agent for Lenders which successor Agent
shall be approved by the Borrower and the Lessee.  If no successor Agent is appointed prior to the effective date of
the resignation of Agent, Agent may appoint, after consulting with Lenders, the
Borrower and the Lessee, a successor Agent from among Lenders.  Upon the acceptance of its appointment as
successor Agent hereunder, such successor Agent shall succeed to all the
rights, powers and duties of the retiring Agent and the term Agent shall mean
such successor Agent and the retiring Agents appointment, powers and duties as
Agent shall be terminated.  After any
retiring Agents resignation hereunder as Agent, the provisions of this Section
7 and the provisions of the Operative Agreements regarding the repayment of
Transaction Expenses shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent under this Agreement.  If no successor Agent has accepted
appointment as Agent by the date which is 30 days following a retiring Agents
notice of resignation, the retiring Agents resignation shall nevertheless
thereupon become effective and Lenders shall perform all of the duties of Agent
hereunder until such time, if any, as the Majority Lenders appoint a successor
agent as provided for above.  7.10Actions of the Agent on Behalf of
Holders.  The parties hereto specifically acknowledge and consent to the Agents
acting on behalf of the Holders as provided in the Participation Agreement,
and, in any such case, the Lenders acknowledge that the Holders shall be
entitled to vote as Secured Parties hereunder to the extent required
or permitted by the Operative Agreements (including without limitation
Sections 8.2(h) and 8.6 of the Participation Agreement).  12 
   SECTION
8.
MATTERSRELATING
TO PAYMENT AND COLLATERAL  8.1Collection and Allocation of
Payments and Other Amounts.  The Lessee, the Construction Agent, the Agent, the Lenders, the Holders
and the Borrower have agreed pursuant to the terms of Section 8.7 of the
Participation Agreement to a procedure for the allocation and distribution of
certain payments and distributions, including without limitation the proceeds
of Collateral.  8.2Certain Remedial Matters.  Notwithstanding any other provision of this Agreement or any other
Credit Document:  (a)the
Borrower shall at all times retain to the exclusion of all other parties, all
rights to Excepted Payments payable to it and to demand, collect or commence an
action at law to obtain such payments and to enforce any judgment with respect
thereto; and  (b)the
Borrower and each Holder shall at all times retain the right, but not to the
exclusion of the Agent, (i) to retain all rights with respect to insurance that
Article XIV of the Lease specifically confers upon the Lessor, (ii) to
provide such insurance as the Lessee shall have failed to maintain or as the
Borrower or any Holder may desire, and (iii) to bring an action to enforce
compliance by the Lessee with the provisions of Articles VIII, IX, X, XI, XIV
and XVII of the Lease.  8.3Excepted Payments.  Notwithstanding any other provision of this Agreement or the Security
Documents, any Excepted Payment received at any time by the Agent shall be
distributed promptly to the Person entitled to receive such Excepted Payment.  SECTION 9.MISCELLANEOUS  9.1Amendments and Waivers.  None of the terms or provisions of this Agreement may be terminated,
amended, supplemented, waived or modified except in accordance with the terms
of Section 12.4 of the Participation Agreement.  9.2Notices.  All notices required or permitted to be given under this Agreement
shall be given in accordance with Section 12.2 of the Participation Agreement.  9.3No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of the
Agent or any Lender, any right, remedy, power or privilege hereunder or under
the other Credit Documents 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 future 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.  9.4Survival of Representations and
Warranties.  All representations and warranties made by the Borrower under the
Operative Agreements shall survive the execution and delivery of this Agreement
and the Notes and the making of the Loans hereunder.  13 
   9.5Payment of Expenses and Taxes.  The Borrower agrees to (with funds provided by the Lessee as
Supplemental Rent):  (a) pay all
reasonable out-of-pocket costs and expenses of (i) the Agent whether or not the
transactions herein contemplated are consummated, in connection with the
negotiation, preparation, execution and delivery of the Operative Agreements
and the documents and instruments referred to therein (including without
limitation the reasonable fees and disbursements of Moore & Van Allen,
PLLC), the ongoing administration thereof and any amendment, waiver or consent
relating thereto (including without limitation the reasonable fees and
disbursements of counsel to the Agent) and (ii) the Agent and each of the
Lenders in connection with the enforcement of the Operative Agreements and the
documents and instruments referred to therein (including without limitation the
reasonable fees and disbursements of counsel for the Agent and for each of the
Lenders) and (b) pay and hold each of the Lenders harmless from and against any
and all present and future stamp and other similar taxes with respect to the
foregoing matters and save each of the Lenders harmless from and against any
and all liabilities with respect to or resulting from any delay or omission
(other than to the extent attributable to such Lender) to pay such taxes.  9.6Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the
Borrower, the Lenders, the Agent, all future holders of the Notes and their
respective successors and assigns, except that the Borrower may not assign or
transfer any of its rights or obligations under this Agreement without the
prior written consent of each Lender.  9.7Participations.  Subject to and in accordance with Section 10.1 of the Participation
Agreement, each Lender may sell participations to one or more Persons (each, a
Participant) in all or a portion of its rights, obligations or rights
and obligations under the Operative Agreements (including all or a portion of
its Commitment or its Loans); provided, however, that  (a) such Lenders obligations under the
Operative Agreements shall remain unchanged, 
(b) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations,  (c) the Participant shall be entitled to the benefit of, and
shall be subject to the provisions of, the yield protection provisions
contained in Sections 11.2(e), 11.3 and 11.4 of the Participation
Agreement and the right of set-off contained in Section 12.15 of the
Participation Agreement; provided, however, that the Participant
shall be subject to the obligations of a Financing Party under such sections,
including the obligation to select an alternative office for Advances to the
extent required pursuant to Section 11.3(d) of the Participation Agreement, and
the Participant shall be subject to Section 2.11 of this Credit Agreement, and provided,
further, however, that no Lender may sell participations to any
Participant if such Lender has knowledge that immediately upon such sale, such
Participant would be entitled to make a claim under any of Sections 11.2(e),
11.3 or 11.4 of the Participation Agreement and (d) the Borrower shall continue
to deal solely and directly with such Lender in connection with such Lenders
rights and obligations under the Operative Agreements, and such Lender shall
retain the sole right to enforce the obligations of the Borrower relating to
its Loans and its Notes and to approve any amendment, modification, or waiver
of any provision of the Operative Agreements (other than amendments,
modifications, or waivers decreasing the amount of principal of or the rate at
which interest is payable on such Loans or Notes, extending any scheduled
principal payment date or date fixed for the payment of interest on such Loans
or Notes, or extending its Commitment).  Any Lender may furnish any information concerning the Borrower, the
Lessee or any Subsidiaries of the Lessee in the possession of such Lender from
time to time to Participants (including prospective Participants), subject,
however, to the provisions of Section 12.13 of the Participation Agreement.  9.8Assignments.  (a)Subject
to and in accordance with Section 10.1 of the Participation Agreement, each
Lender may assign to one or more Eligible Assignees all or a portion of its
rights and obligations under the Operative Agreements (including, without
limitation, all or a portion of its Loans, its Notes, and its Commitment); provided,
however, that  (i)each
such assignment shall be to an Eligible Assignee;  14 
   (ii)except in the case of
an assignment to another Lender or an assignment of all of a Lenders rights
and obligations under the Operative Agreements, any such partial assignment
shall be in an amount at least equal to $5,000,000 or an integral multiple of
$1,000,000 in excess thereof;  (iii)each such assignment by
a Lender shall be of a constant, and not varying, percentage of all of its
rights and obligations under the Operative Agreements and the Notes; and  (iv)the parties to such
assignment shall execute and deliver to the Agent for its acceptance an
Assignment and Acceptance substantially in the form of Exhibit B hereto,
together with any Note subject to such assignment and a processing fee of
$3,500.  Upon execution, delivery, and acceptance of such Assignment and
Acceptance, the assignee thereunder shall be a party hereto and, to the extent
of such assignment, have the obligations, rights and benefits of a Lender under
the Operative Agreements and the assigning Lender shall, to the extent of such
assignment, relinquish its rights and be released from its obligations under
the Operative Agreements.  Upon the
consummation of any assignment pursuant to this Section, the assignor, the
Agent and the Borrower shall make appropriate arrangements so that, if
required, new Notes are issued to the assignor and the assignee.  If the assignee is not incorporated under
the laws of the United States of America or a state thereof, it shall deliver
to the Borrower and the Agent certification as to exemption from deduction or
withholding of Taxes in accordance with Section 11.2(e) of the Participation
Agreement.  (b)Upon
its receipt of an Assignment and Acceptance executed by the parties thereto,
together with any Note subject to such assignment and payment of the processing
fee, the Agent shall, if such Assignment and Acceptance has been completed and
is in substantially the form of Exhibit B hereto, (i) accept such
Assignment and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the parties thereto.  (c)Notwithstanding
any other provision set forth in any Operative Agreement, any Lender may at any
time assign and pledge all or any portion of its Loans and its Notes to any
Federal Reserve Bank as collateral security pursuant to Regulation A and any
Operating Circular issued by such Federal Reserve Bank.  No such assignment shall release the
assigning Lender from its obligations hereunder.  (d)Any
Lender may furnish any information concerning the Borrower, the Lessee or any
Subsidiaries of the Lessee in the possession of such Lender from time to time
to assignees (including prospective assignees), subject, however, to the
provisions of Section 12.13 of the Participation Agreement.  9.9The Register.  The Agent shall maintain at its address referred to in Section 12.2 of
the Participation Agreement a copy of each Assignment and Acceptance delivered
to and accepted by it and a register for the recordation of the names and
addresses of the Lenders and the Commitment of, and principal amount of the
Loans owing to, each Lender from time to time (the Register).  The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the Borrower,
the Agent and the Lenders may treat each Person whose name is recorded in the
Register as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for
inspection by the Borrower or any Lender at any reasonable time and from time
to time upon reasonable prior notice.  9.10Adjustments; Set-off.  (a)Except
as otherwise expressly provided in Section 8.1 hereof and Section 8.7 of the
Participation Agreement where, and to the extent, one (1) Lender is entitled to
payments prior to other Lenders, if any Lender (a Benefitted Lender)
shall at any time receive any payment of all or part 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 Section 6(g), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of such other Lenders Loans, or interest thereon, such Benefitted  15 
   Lender shall purchase for cash
from the other Lenders a participating interest in such portion of each such
other Lenders Loan, 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 event of such recovery, but
without interest.  (b)In
addition to any rights now or hereafter granted under applicable Law or
otherwise, and not by way of limitation of any such rights, upon the occurrence
of an Event of Default, the Agent and each Lender is hereby authorized at any
time or from time to time, without presentment, demand, protest or other notice
of any kind to the Borrower or to any other Person, any such notice being
hereby expressly waived, to set off and to appropriate and apply any and all
deposits (general or special) and any other Indebtedness at any time held or
owing by the Agent or such Lender (including without limitation by branches and
agencies of the Agent or such Lender wherever located) to or for the credit or
the account of the Borrower against and on account of the obligations and
liabilities of the Borrower to the Agent or such Lender under this Agreement or
under any of the other Operative Agreements, including without limitation all
interests in obligations of the Borrower purchased by any such Lender pursuant
to Section 9.10(a), and all other claims of any nature or description  arising out of or connected with this
Agreement or any other Operative Agreement, irrespective or whether or not the
Agent or such Lender shall have made any demand and although  said obligations, liabilities or claims, or
any of them, shall be contingent or unmatured.  9.11Counterparts.  This Agreement may be executed by one (1) or more of the ­parties to
this Agreement on any number of separate counterparts (including without
limitation by telecopy), and all of said counterparts taken together shall be
deemed to constitute one (1) and the same instrument.  A set of the original counterparts of this Agreement signed by
all the parties shall be lodged with the Borrower and the Agent.  9.12Severability.  Any provision of this 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.  9.13Integration.  This Agreement and the other Credit Documents represent the agreement
of the Borrower, the Agent, and the Lenders with respect to the subject matter
hereof and thereof, and there are no promises, undertakings, representations or
warranties by the Agent or any Lender relative to subject matter hereof not
expressly set forth or referred to herein or in the other Credit Documents.  9.14GOVERNING LAW.  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, INTERPRETED
AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS.  9.15SUBMISSION TO JURISDICTION; VENUE.  THE PROVISIONS OF THE PARTICIPATION AGREEMENT RELATING TO SUBMISSION TO
JURISDICTION AND VENUE ARE HEREBY INCORPORATED BY REFERENCE HEREIN, MUTATIS
MUTANDIS.  16 
   9.16Acknowledgments.  The Borrower hereby acknowledges that:  (a)neither
the Agent nor any Lender has any fiduciary relationship with or duty to the
Borrower arising out of or in connection with this Agreement or any of the
other Credit Documents, and the relationship between the Agent (and the
Lenders) and the Borrower, in connection herewith or therewith is solely that
of debtor and creditor; and  (b)no
joint venture is created hereby or by the other Credit Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Lenders or
among the Borrower and the Lenders.  9.17WAIVERS OF JURY TRIAL.  THE BORROWER, THE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND
UNCONDITIONALLY, KNOWINGLY AND WILLINGLY, WAIVE, TO THE FULLEST EXTENT ALLOWED
BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.  9.18Nonrecourse.  In addition to and not in limitation of Section 12.9 of the
Participation Agreement, anything to the contrary contained in this Agreement
or in any other Operative Agreement notwithstanding, no Exculpated Person shall
be personally liable in any respect for any liability or obligation hereunder
or under any other Operative Agreement including without limitation the payment
of the principal of, or interest on, the Notes, or for monetary damages for the
breach of performance of any of the covenants contained in this Agreement, the
Notes or any of the other Operative Agreements.  The Agent and the Lenders agree that, in the event any of them
pursues any remedies available to them under this Agreement, the Notes or any
other Operative Agreement, neither the Agent nor the Lenders shall have any
recourse against the Borrower, nor any other Exculpated Person, for any
deficiency, loss or claim for monetary damages or otherwise resulting therefrom
and recourse shall be had solely and exclusively against the Trust Estate and
the Lessee; but nothing contained herein shall be taken to prevent recourse
against or the enforcement of remedies against the Trust Estate in respect of
any and all liabilities, obligations and undertakings contained in this
Agreement, the Notes or any other Operative Agreement.  The Agent and the Lenders further agree that
the Borrower shall not be responsible for the payment of any amounts owing
hereunder (excluding principal and interest (other than Overdue Interest) in
respect of the Loans) (such non-excluded amounts, Supplemental Amounts)
except to the extent that payments of Supplemental Rent designated by the
Lessee for application to such Supplemental Amounts shall have been paid by the
Lessee pursuant to the Lease (it being understood that the failure by the
Lessee for any reason to pay any Supplemental Rent in respect of such Supplemental
Amounts shall nevertheless be deemed to constitute a default by the Borrower
for the purposes of Section 6). 
Notwithstanding the foregoing provisions of this Section 9.18, nothing
in this Agreement or any other Operative Agreement shall (a) constitute a
waiver, release or discharge of any obligation evidenced or secured by this
Agreement or any other Credit Document, (b) limit the right of the Agent or any
Lender to name the Borrower as a party defendant in any action or suit for
judicial foreclosure and sale under any Security Document, (c) relieve any
Exculpated Person from liability and responsibility for (but only to the extent
of damages arising by reason of) active waste knowingly committed by any
Exculpated Person with respect to any Property or any fraud, gross negligence
or willful misconduct on the part of any Exculpated Person, (d) relieve any
Exculpated Person from liability and responsibility for (but only to the extent
of the monies misappropriated, misapplied or not turned over) (i) except for
Excepted Payments, misappropriation or misapplication by the Lessor (i.e.,
application in a manner contrary to any of the Operative Agreements) of any
insurance proceeds or condemnation award paid or delivered to the Lessor by any
Person other than the Agent, (ii) except for Excepted Payments, any deposits or
any escrows or amounts owed by the Construction Agent under the Agency
Agreement held by the Lessor or (iii) except for Excepted Payments, any rent or
other income received by the Lessor from the Lessee that is not turned over to
the Agent; (e) affect or in any way limit the Agents rights and remedies under
any Operative Agreement with respect to the Rents and rights and powers of the
Agent under the Operative Agreements or to obtain a judgment against the
Lessees interest in the Properties or the Agents rights and powers to obtain
a judgment against the Lessor (provided, that no deficiency  17 
   judgment or other money
judgment shall be enforced against any Exculpated Person except to the extent
of the Lessors interest in the Trust Estate (excluding Excepted Payments) or
to the extent the Lessor may be liable as otherwise contemplated in clauses (c)
and (d) of this Section 9.18); or (f) affect in any way the validity or
enforceability of any guaranty (whether of payment and/or performance) given to
the Lessor, the Agent or the Lenders, or of any indemnity agreement given by
the Borrower, in connection with the Loans made hereunder.  9.19USURY SAVINGS PROVISION.  IT IS THE INTENT OF THE PARTIES HERETO TO CONFORM TO AND CONTRACT IN
STRICT COMPLIANCE WITH APPLICABLE USURY LAW FROM TIME TO TIME IN EFFECT.  ANY PAYMENT CHARACTERIZED AS INTEREST BY
SUCH USURY LAW MAY BE REFERRED TO HEREIN AS INTEREST.  ALL OF THE OPERATIVE AGREEMENTS AND THE OTHER
AGREEMENTS AMONG THE PARTIES HERETO ARE HEREBY LIMITED BY THE PROVISIONS OF
THIS PARAGRAPH WHICH SHALL OVERRIDE AND CONTROL ALL SUCH AGREEMENTS, WHETHER
NOW EXISTING OR HEREAFTER ARISING AND WHETHER WRITTEN OR ORAL.  IN NO WAY, NOR IN ANY EVENT OR CONTINGENCY
(INCLUDING WITHOUT LIMITATION PREPAYMENT OR ACCELERATION OF THE MATURITY OF ANY
OBLIGATION), SHALL ANY INTEREST TAKEN, RESERVED, CONTRACTED FOR, CHARGED, OR
RECEIVED UNDER THIS AGREEMENT OR OTHERWISE, EXCEED THE MAXIMUM NONUSURIOUS
AMOUNT PERMISSIBLE UNDER APPLICABLE LAW. 
IF, FROM ANY POSSIBLE CONSTRUCTION OF ANY OF THE OPERATIVE AGREEMENTS OR
ANY OTHER DOCUMENT OR AGREEMENT, INTEREST WOULD OTHERWISE BE PAYABLE IN EXCESS
OF THE MAXIMUM NONUSURIOUS AMOUNT, ANY SUCH CONSTRUCTION SHALL BE SUBJECT TO
THE PROVISIONS OF THIS PARAGRAPH AND SUCH AMOUNTS UNDER SUCH DOCUMENTS OR
AGREEMENTS SHALL BE AUTOMATICALLY REDUCED TO THE MAXIMUM NONUSURIOUS AMOUNT
PERMITTED UNDER APPLICABLE LAW, WITHOUT THE NECESSITY OF EXECUTION OF ANY
AMENDMENT OR NEW DOCUMENT OR AGREEMENT. 
IF THE AGENT OR ANY LENDER SHALL EVER RECEIVE ANYTHING OF VALUE WHICH IS
CHARACTERIZED AS INTEREST WITH RESPECT TO THE OBLIGATIONS OWED HEREUNDER OR
UNDER APPLICABLE LAW AND WHICH WOULD, APART FROM THIS PROVISION, BE IN EXCESS
OF THE MAXIMUM LAWFUL AMOUNT, AN AMOUNT EQUAL TO THE AMOUNT WHICH WOULD HAVE
BEEN EXCESSIVE INTEREST SHALL, WITHOUT PENALTY, BE APPLIED TO THE REDUCTION OF
THE COMPONENT OF PAYMENTS DEEMED TO BE PRINCIPAL AND NOT TO THE PAYMENT OF INTEREST,
OR REFUNDED TO THE BORROWER OR ANY OTHER PAYOR THEREOF, IF AND TO THE EXTENT
SUCH AMOUNT WHICH WOULD HAVE BEEN EXCESSIVE EXCEEDS THE COMPONENT OF PAYMENTS
DEEMED TO BE PRINCIPAL.  THE RIGHT TO
DEMAND PAYMENT OF ANY AMOUNTS EVIDENCED BY ANY OF THE OPERATIVE AGREEMENTS DOES
NOT INCLUDE THE RIGHT TO RECEIVE ANY INTEREST WHICH HAS NOT OTHERWISE ACCRUED
ON THE DATE OF SUCH DEMAND, AND NEITHER THE AGENT NOR ANY LENDER INTENDS TO
CHARGE OR RECEIVE ANY UNEARNED INTEREST IN THE EVENT OF SUCH DEMAND.  ALL INTEREST PAID OR AGREED TO BE PAID TO
THE AGENT OR ANY LENDER SHALL, TO THE EXTENT PERMITTED BY APPLICABLE LAW, BE
AMORTIZED, PRORATED, ALLOCATED, AND SPREAD THROUGHOUT THE FULL STATED TERM
(INCLUDING WITHOUT LIMITATION ANY RENEWAL OR EXTENSION) OF THIS AGREEMENT SO
THAT THE AMOUNT OF INTEREST ON ACCOUNT OF SUCH PAYMENTS DOES NOT EXCEED THE
MAXIMUM NONUSURIOUS AMOUNT PERMITTED BY APPLICABLE LAW.  9.20Nature of Lenders Obligations.  The obligations of Lenders hereunder are several and not joint or joint
and several.  Nothing contained in this
Agreement or any other Operative Agreement and no action taken by Agent or
Lenders or any of them pursuant hereto or thereto may, or may be deemed to,
make Lenders a partnership, an association, a joint venture or other entity,
either among themselves or with the Borrower, the Lessee, any Affiliate of the
Borrower or any Affiliate of the Lessee. 
Each Lenders obligation to make any Loan pursuant hereto is several and
not joint or joint and several, and in the case of the initial Loan only is
conditioned upon the performance by all other Lenders of their obligations to
make initial Loans.  A default by any
Lender will not increase the pro rata share of obligations pursuant to the Operative
Agreements attributable to any other Lender.  18 
   9.21ENTIRE AGREEMENT.  THIS
WRITTEN AGREEMENT, TOGETHER WITH THE OTHER OPERATIVE AGREEMENTS REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREIN AND
THEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.   [signature pages to follow]  19 
   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.  FIRST SECURITY BANK, NATIONAL ASSOCIATION, not individually, except
  as expressly stated herein, but solely as the Owner Trustee under the TSG
  Trust 1999-1By:
  /s/ Val T. OrtonName:
  Val T. OrtonTitle:
  Vice Pres.  [signatures pages continue]   20 
    BANK OF AMERICA, N.A., as the Agent and a LenderBy:
  /s/ Kevin C. LeaderName:
  Kevin C. LeaderTitle:
  Managing Director   21 
    CITIBANK, N.A., as a LenderBy:
  /s/ Philippa F. PortnoyName:
  Philippa F. PortnoyTitle:
  Vice President   22 
    FIRST UNION NATIONAL BANK, as a LenderBy:
  /s/ Paul L. MenconiName:
  Paul L. MenconiTitle:
  Vice President   23 
    BANCA COMMERCIALE ITALIANA - LOS ANGELES FOREIGN BRANCH, as a LenderBy:
  /s/ Edward C. BermantName:
  Edward C. BermantTitle:
  FVP & Deputy ManagerBy:
  /s/ Joseph CarlaniName:
  Joseph CarlaniTitle:
  Vice President   24 
    MORGAN GUARANTY TRUST COMPANY OF 
  NEW YORK, as a LenderBy:
  /s/ Kathryn Sayko-YanesName:
  Kathryn Sayko-YanesTitle:
  Vice President   25 
    SUNTRUST BANK, ATLANTA, as a LenderBy:
  /s/ Deborah S. ArmstrongName:
  Deborah S. ArmstrongTitle:
  Vice President   26 
    THE BANK OF NEW YORK, as a LenderBy:
  /s/ Ronald R. ReedyName:
  Ronald R. ReedyTitle:
  Vice President   27 
    WELLS FARGO BANK (TEXAS), N.A., as a LenderBy:
  /s/ Brent BertinoName:
  Brent BertinoTitle:
  Assistant Vice President   28 
    KBC BANK N.V., as a LenderBy:
  /s/ Robert SnaufferName:
  Robert SnaufferTitle:
  First Vice President  KBC BANK N.V., as a LenderBy:
  /s/ Robert M. Surdam, Jr.Name:
  Robert M. Surdam, Jr.Title:
  Vice President  [signatures pages end]   29 
    Schedule 2.1  Tranche A
  Commitment
  
  Tranche B
  CommitmentName of Lenders
  
  Amount
  
  Percent
  
  Amount
  
  PercentBank of America, N.A.
  
  $
  33,262,753.21
  
  18.8564360595
  %
  $
  5,029,011.49
  
  18.8564360595
  %Citibank, N.A.
  
  $
  23,283,927.25
  
  13.1995052416
  %
  $
  3,520,308.05
  
  13.1995052416
  %First Union National Bank
  
  $
  18,480,000.00
  
  10.4761904762
  %
  $
  2,794,000.00
  
  10.4761904762
  %Banca Commerciale Italiana - Los Angeles
  Foreign Branch
  
  $
  16,800,000.00
  
  9.5238095238
  %
  $
  2,540,000.00
  
  9.5238095238
  %Morgan Guaranty Trust Company of New York
  
  $
  16,800,000.00
  
  9.5238095238
  %
  $
  2,540,000.00
  
  9.5238095238
  %SunTrust Bank, Atlanta
  
  $
  16,800,000.00
  
  9.5238095238
  %
  $
  2,540,000.00
  
  9.5238095238
  %The Bank of New York
  
  $
  16,800,000.00
  
  9.5238095238
  %
  $
  2,540,000.00
  
  9.5238095238
  %Wells Fargo Bank (Texas), N.A.
  
  $
  16,800,000.00
  
  9.5238095238
  %
  $
  2,540,000.00
  
  9.5238095238
  %KBC Bank N.V.
  
  $
  17,373,319.54
  
  9.8488206037
  %
  $
  2,626,680.46
  
  9.8488206037
  %TOTAL
  
  $
  176,400,000.00
  
  100.0000000000
  %
  $
  26,670,000.00
  
  100.0000000000
  %  
   Exhibit A-1  TRANCHE A NOTE  (TSG Trust 1999-1)  [                   ,
       ]  FOR VALUE RECEIVED, the undersigned, FIRST SECURITY BANK, NATIONAL
ASSOCIATION, not in its individual capacity, but solely as the Owner Trustee
under the TSG Trust 1999-1 (the Borrower), hereby unconditionally
promises to pay to the order of [Lender] (the Lender), at the
office of Bank of America National Trust and Savings Association, located at
1850 Gateway Boulevard, Concord, CA 
94520 or at such other address as may be specified by Bank of America,
N.A., in lawful money of the United States of America and in immediately
available funds, on the Expiration Date, the aggregate unpaid principal amount
of all Tranche A Loans made by the Lender to the Borrower pursuant to Section
2.1 of the Credit Agreement (as defined below).  The Borrower 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 Section 2.8 of such Credit 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 each
Tranche A Loan made pursuant to the Credit Agreement and the date and amount of
each payment or prepayment of principal thereof, each continuation thereof and
each conversion of all or a portion thereof to another Type.  Each such endorsement shall constitute prima
facie evidence of the accuracy of the information endorsed.  The failure to make any such endorsement or
any error in such endorsement shall not affect the obligations of the Borrower
in respect of such Loan.  This Note (a) is one (1) of the Notes referred to in the Credit
Agreement dated as of September 14,1999 (as amended, supplemented or
otherwise modified from time to time, the Credit Agreement), among the
Borrower, the Lender, the other banks and financial institutions from time to
time parties thereto and Bank of America, N.A., as the Agent, (b) is subject to
the provisions of the Credit Agreement (including without limitation
Section 9.18 thereof) and (c) is subject to optional and mandatory
prepayment in whole or in part as provided in the Credit Agreement.  Reference is hereby made to the Credit
Documents for a description of the properties and assets in which a security
interest has been granted, the nature and extent of the security and the
guarantees, the terms and conditions upon which the security interests and each
guarantee were granted and the rights of the holder of this Note in respect
thereof.  Upon the occurrence of any one (1) 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 Credit 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 Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND ENFORCED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS.  THIS
NOTE, TOGETHER WITH THE OTHER OPERATIVE AGREEMENTS REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREIN AND THEREIN
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,  A1-1 
   CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES HERETO.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  IN WITNESS WHEREOF, THE UNDERSIGNED AUTHORIZED OFFICER OF THE BORROWER
HAS EXECUTED THIS NOTE AS OF THE DATE FIRST SET FORTH ABOVE.   FIRST SECURITY BANK, NATIONAL ASSOCIATION, not individually, but
  solely as the Owner Trustee under the TSG Trust 1999-1By:Name:Title:  A1-2 
   Exhibit A-2  TRANCHE B NOTE  (TSG Trust 1999-1)  [                      ,
          ]  FOR VALUE RECEIVED, the undersigned, FIRST SECURITY BANK, NATIONAL
ASSOCIATION, not in its individual capacity, but solely as the Owner Trustee
under the TSG Trust 1999-1 (the Borrower), hereby unconditionally
promises to pay to the order of [Lender] (the Lender) at the
office of Bank of America, N.A. located at 1850 Gateway Boulevard, Concord,
CA  94520 or at such other address as
may be specified by Bank of America, N.A., in lawful money of the United States
of America and in immediately available funds, on the Expiration Date, the
aggregate unpaid principal amount of all Tranche B Loans made by the Lender to
the Borrower pursuant to Section 2.1 of the Credit Agreement (as defined
below).  The Borrower 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
Section 2.8 of such Credit 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 each
Tranche B Loan made pursuant to the Credit Agreement and the date and amount of
each payment or prepayment of principal thereof, each continuation thereof and
each conversion of all or a portion thereof to another Type.  Each such endorsement shall constitute prima
facie evidence of the accuracy of the information endorsed.  The failure to make any such endorsement or
any error in such endorsement shall not affect the obligations of the Borrower
in respect of such Loan.  This Note (a) is one (1) of the Notes referred to in the Credit
Agreement dated as of September 14,1999 (as amended, supplemented or
otherwise modified from time to time, the Credit Agreement), among the
Borrower, the Lender, the other banks and financial institutions from time to
time parties thereto and Bank of America, N.A., as the Agent, (b) is subject to
the provisions of the Credit Agreement (including without limitation
Section 9.18 thereof) and (c) is subject to optional and mandatory
prepayment in whole or in part as provided in the Credit Agreement.  Reference is hereby made to the Credit
Documents for a description of the properties and assets in which a security
interest has been granted, the nature and extent of the security and the
guarantees, the terms and conditions upon which the security interests and each
guarantee were granted and the rights of the holder of this Note in respect
thereof.  Upon the occurrence of any one (1) 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 Credit 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 Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND ENFORCED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS.  THIS
NOTE, TOGETHER WITH THE OTHER OPERATIVE AGREEMENTS REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREIN AND THEREIN
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES HERETO. 
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  A2-1 
   IN WITNESS WHEREOF, THE UNDERSIGNED AUTHORIZED OFFICER OF THE BORROWER
HAS EXECUTED THIS NOTE AS OF THE DATE FIRST SET FORTH ABOVE.   FIRST SECURITY BANK, NATIONAL ASSOCIATION, not individually, but
  solely as the Owner Trustee under the TSG Trust 1999-1By:Name:Title:  A2-2 
   Exhibit B  ASSIGNMENT AND ACCEPTANCE   THIS ASSIGNMENT AND ACCEPTANCE dated as of
                    ,
            (as amended,
modified, supplemented, restated and/or replaced from time to time, this Assignment
and Acceptance) is between
[                                  ]
(the Assignor) and
[                                        ]
(the Assignee).  Reference is made to the Credit Agreement, dated as of September 14,
1999 (as amended, supplemented or otherwise modified from time to time, the Credit
Agreement), among FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its
individual capacity, but solely as the Owner Trustee under the TSG Trust 1999-1
(the Owner Trustee or the Borrower), the Lenders named
therein and Bank of America, N.A., as the Agent.  Unless otherwise defined herein, terms defined in the Credit
Agreement (or pursuant to Section 1 of the Credit Agreement, defined in other
agreements) and used herein shall have the meanings given to them in or
pursuant to the Credit Agreement.  The Assignor and 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), a [        %] interest
(the Assigned Interest) in and to the Assignors rights and
obligations under the Credit Agreement with respect to the credit facility
contained in the Credit Agreement as are set forth on Schedule 1 hereto
(the Assigned Facility), in a principal amount for the Assigned
Facility as set forth on Schedule 1.  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 Credit Agreement or any other Operative Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Credit Agreement, any other Operative Agreement 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 Borrower, or any other obligor or the performance or
observance by the Borrower, or any other obligor of any of their respective
obligations under the Credit Agreement or any other Operative Agreement or any
other instrument or document furnished pursuant hereto or thereto; and (c)
attaches the Note held by it evidencing the Assigned Facility and requests that
the Agent exchange such Note for a new Note payable to the Assignee and (if the
Assignor has retained any interest in the Assigned Facility) a new Note 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 copies
of the Operative Agreements, 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 Agent or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement, the other Operative Agreements or any other instrument or
document furnished pursuant hereto or thereto; (d) appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers
and discretion under the Credit Agreement, the other Operative Agreements or
any other instrument or document furnished pursuant hereto or thereto as are
delegated to the Agent by the terms thereof, together with such powers as are
incidental thereto; and (e) agrees that it will be bound by the provisions of
the Credit Agreement and the other Operative Agreements to which Assignee is a
party and will perform in accordance herewith all the obligations which by the
terms of the Credit Agreement and the other Operative Agreements to which
Assignee is a party are required to be performed by it as a Lender including
without limitation, if it is organized under the laws of a jurisdiction outside
the U.S., its obligation pursuant to Section 11.2(e) of the Participation
Agreement.  B-1 
   4.The
effective date of this Assignment and Acceptance shall be
[                      ,
         ] (the Effective Date).  Following the execution of this Assignment
and Acceptance, it will be delivered to the Agent for acceptance by it and
recording by the Agent pursuant to Section 9.9 of the Credit Agreement,
effective as of the Effective Date (which shall not, unless otherwise agreed to
by the Agent, be earlier than five (5) Business Days after the date of such
acceptance and recording by the Agent).  5.Upon
such acceptance and recording, from and after the Effective Date, the Agent
shall make all payments in respect of the Assigned Interest (including without
limitation payments of principal, interest, fees and other amounts) to the
Assignee whether such amounts have accrued prior to the Effective Date or
accrue subsequent to the Effective Date. 
The Assignor and the Assignee shall make all appropriate adjustments in
payments by the 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 Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of a Lender thereunder and under the other Operative
Agreements 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 Credit Agreement and the
other Operative Agreements.  7.THIS
ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.  B-2 
   IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their
respective duly authorized officers on Schedule 1 hereto.   [Name of Assignor]By:Name:Title:   [Name of Assignee]By:Name:Title:   Consented To:SABRE, INC., as the Construction Agent and as the LesseeBy:Name:Title:   BANK OF AMERICA, N.A., as the AgentBy:Name:Title:  [consents required only to the extent expressly provided in Section 9.8
of the Credit Agreement]  B-3 
   SCHEDULE 1
TO ASSIGNMENT AND ACCEPTANCE
RELATING TO THE CREDIT AGREEMENT,
DATED AS OF SEPTEMBER 14,1999, AMONG
FIRST SECURITY BANK, NATIONAL ASSOCIATION
NOT INDIVIDUALLY,
BUT SOLELY AS THE OWNER TRUSTEE,
THE LENDERS NAMED THEREIN
AND
BANK OF AMERICA, N.A.,
AS THE AGENT
FOR THE LENDERS (IN SUCH CAPACITY, THE AGENT)   Name of
Assignor:  Name of
Assignee:  Effective Date of Assignment:  Credit Facility
  Assigned
  
  Principal
  Amount
  Assigned
  
  Commitment
  Percentage
  Assigned$
  
  
  
  %   [Name of Assignor]By:Name:Title:  [Name of Assignee]By:Name:Title:  B-4