<PAGE>

                                                                   Exhibit 10.37

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                                CREDIT AGREEMENT

                                      among

                         NORTHWEST AIRLINES CORPORATION,
                       f/k/a Newbridge Parent Corporation,

                    NORTHWEST AIRLINES HOLDINGS CORPORATION,
                      f/k/a Northwest Airlines Corporation,

                                    NWA INC.,

                            NORTHWEST AIRLINES, INC.,

                             BANKERS TRUST COMPANY,
                              as Syndication Agent,

                            THE CHASE MANHATTAN BANK,
                            as Administrative Agent,

                          DEUTSCHE BANK SECURITIES INC.

                                       and

                             CHASE SECURITIES INC.,
                as Joint Lead Arrangers and Joint Book Managers,

                         CREDIT LYONNAIS NEW YORK BRANCH
                             as Documentation Agent,

                               ABN AMRO BANK N.V.,
                              as Compliance Agent,

                                       and

                          VARIOUS LENDING INSTITUTIONS
                       ----------------------------------

                            Dated as of May 12, 1998

                                       and

                   Amended and Restated as of February 9, 1999

                                   and further

                   Amended and Restated as of February 4, 2000

                                  $500,000,000

================================================================================
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            CREDIT AGREEMENT, dated as of May 12, 1998 and amended as of May 29,
1998 and November 12, 1998 and amended and restated as of February 9, 1999 and
further amended and restated as of February 4, 2000, among NORTHWEST AIRLINES
CORPORATION f/k/a Newbridge Parent Corporation, a Delaware corporation
("Newco"), Northwest Airlines Holdings Corporation f/k/a Northwest Airlines
Corporation, a Delaware corporation ("Holdings"), NWA INC., a Delaware
corporation ("NWA"), NORTHWEST AIRLINES, INC., a Minnesota corporation (the
"Borrower"), the lending institutions listed from time to time on Schedule I
hereto (each a "Bank" and, collectively, the "Banks"), THE CHASE MANHATTAN BANK,
as administrative agent (the "Administrative Agent"), BANKERS TRUST COMPANY, as
syndication agent (the "Syndication Agent") CREDIT LYONNAIS NEW YORK BRANCH, as
documentation agent (the "Documentation Agent"), ABN AMRO BANK N.V., as
compliance agent (the "Compliance Agent") and DEUTSCHE BANK SECURITIES INC. and
CHASE SECURITIES INC., as joint lead arrangers and joint book managers (the
"Lead Arrangers"). Unless otherwise defined herein, all capitalized terms used
herein and defined in Section 9 are used herein as so defined.

                              W I T N E S S E T H :

            WHEREAS, Newco, Holdings, NWA, the Borrower, the Existing Banks, the
Administrative Agent and the Syndication Agent are party to a credit agreement,
dated as of May 12, 1998 (as the same has been amended to, but not including,
the Restatement Effective Date, the "Existing Credit Agreement"); and

            WHEREAS, the parties hereto wish to amend and restate the Existing
Credit Agreement as herein provided:

            NOW, THEREFORE, the parties hereto agree that the Existing Credit
Agreement shall be and hereby is amended and restated in its entirety as
follows:

            SECTION 1. Amount and Terms of Credit.

            1.01 The Commitments. Subject to and upon the terms and conditions
set forth herein, each Bank severally agrees, (A) in the case of each Continuing
Bank, to convert into Revolving Loans, on the Restatement Effective Date,
Existing Revolving Loans made by such Continuing Bank to the Borrower pursuant
to the Existing Credit Agreement and outstanding on the Restatement Effective
Date in an aggregate principal amount equal to the amount set forth on Schedule
I and/or (B) at any time and from time to time on and after the Restatement
Effective Date and prior to the Revolving Loan Maturity Date, to make a
revolving loan or revolving loans (each, a "Revolving Loan", and, collectively,
the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the
option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that,
(x) except as otherwise specifically provided in Section 1.10(b), all Revolving
Loans comprising the same Borrowing shall at all times be of the same Type, and
(y) at any given time, no more than one Borrowing of Eurodollar Loans may be
incurred prior to March 1, 2000 (which Borrowing may only have an Interest
Period of one or two weeks as selected by the Borrower, provided however, in the
event the Borrower has elected to convert any Borrowing of Base Rate Loans into
Eurodollar Loans, then no additional Borrowings of Eurodollar Loans

                                      -12-
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under this Section 1.01 shall be permitted), (ii) may be repaid and reborrowed
in accordance with the provisions hereof and (iii) shall not exceed for any Bank
at any time outstanding (which, in the case of each Continuing Bank, shall
include the principal amount of Existing Revolving Loans converted pursuant to
clause (A) above) that aggregate principal amount which equals the Revolving
Loan Commitment of such Bank at such time.

            1.02 Minimum Amount of Each Borrowing, etc. The aggregate principal
amount of each Borrowing shall not be less than $10,000,000 and, if greater,
shall be in integral multiples of $5,000,000. More than one Borrowing may occur
on the same date, but at no time shall there be outstanding more than 20
Borrowings of Eurodollar Loans.

            1.03 Notice of Borrowing. (a) Whenever the Borrower desires to make
a Borrowing hereunder, it shall give the Administrative Agent at its Notice
Office at least one Business Day's prior written notice (or telephonic notice
promptly confirmed in writing) of each Base Rate Loan and at least three
Business Days' prior written notice (or telephonic notice promptly confirmed in
writing) of each Eurodollar Loan to be made hereunder, provided that any such
notice shall be deemed to have been given on a certain day only if given before
11:00 A.M. (New York time) on such day. Each such written notice or written
confirmation of telephonic notice (each, a "Notice of Borrowing"), except as
otherwise expressly provided in Section 1.10, shall be irrevocable and shall be
given by the Borrower in the form of Exhibit A, appropriately completed to
specify the aggregate principal amount of the Revolving Loans to be made
pursuant to such Borrowing, the date of such Borrowing (which shall be a
Business Day), and whether the Revolving Loans being made pursuant to such
Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans
and, if Eurodollar Loans, the initial Interest Period to be applicable thereto.
The Administrative Agent shall promptly give each Bank notice of such proposed
Borrowing, of such Bank's proportionate share thereof and of the other matters
required by the immediately preceding sentence to be specified in the Notice of
Borrowing.

            (b) Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice of any Borrowing of Revolving Loans,
the Administrative Agent may act without liability upon the basis of telephonic
notice of such Borrowing, believed by the Administrative Agent in good faith to
be from an Authorized Officer of the Borrower prior to receipt of written
confirmation.

            1.04 Disbursement of Funds. No later than 12:00 Noon (New York time)
on the date specified in each Notice of Borrowing, each Bank will make available
its pro rata portion of each Borrowing requested to be made on such date. All
such amounts shall be made available in Dollars and in immediately available
funds at the Payment Office of the Administrative Agent, and the Administrative
Agent will make available to the Borrower at the Payment Office the aggregate of
the amounts so made available by the Banks. Unless the Administrative Agent
shall have been notified by any Bank prior to the date of Borrowing that such
Bank does not intend to make available to the Administrative Agent such Bank's
portion of any Borrowing to be made on such date, the Administrative Agent may
assume that such Bank has made such amount available to the Administrative Agent
on such date of Borrowing and the Administrative Agent may, in reliance upon
such assumption, make available to the Borrower a corresponding amount. If such
corresponding amount is not in fact made available to the Administrative Agent
by such Bank, the


                                       2
<PAGE>

Administrative Agent shall be entitled to recover such corresponding amount on
demand from such Bank. If such Bank does not pay such corresponding amount
forthwith upon the Administrative Agent's demand therefor, the Administrative
Agent shall promptly notify the Borrower and the Borrower shall immediately pay
such corresponding amount to the Administrative Agent. The Administrative Agent
shall also be entitled to recover on demand from such Bank or the Borrower, as
the case may be, interest on such corresponding amount in respect of each day
from the date such corresponding amount was made available by the Administrative
Agent to the Borrower until the date such corresponding amount is recovered by
the Administrative Agent, at a rate per annum equal to (i) if recovered from
such Bank, the overnight Federal Funds Rate and (ii) if recovered from the
Borrower, the rate of interest applicable to the respective Borrowing, as
determined pursuant to Section 1.08. Nothing in this Section 1.04 shall be
deemed to relieve any Bank from its obligation to make Revolving Loans hereunder
or to prejudice any rights which the Borrower may have against any Bank as a
result of any failure by such Bank to make Revolving Loans hereunder.

            1.05 Notes. (a) The Borrower's obligation to pay the principal of,
and interest on, the Revolving Loans made by each Bank shall be evidenced by a
promissory note duly executed and delivered by the Borrower substantially in the
form of Exhibit B with blanks appropriately completed in conformity herewith
(each, a "Revolving Note" and, collectively, the "Revolving Notes").

            (b) The Revolving Note issued to each Bank shall (i) be executed by
the Borrower, (ii) be payable to the order of such Bank and be dated the
Restatement Effective Date, (iii) be in a stated principal amount equal to the
Revolving Loan Commitment of such Bank and be payable in the principal amount of
the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan
Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby and (vi) be subject to mandatory repayment as provided
in Section 3.02.

            (c) Each Bank will note on its internal records the amount of each
Revolving Loan made by it and each payment in respect thereof and will prior to
any transfer of any of its Revolving Notes endorse on the reverse side thereof
the outstanding principal amount of Revolving Loans evidenced thereby. Failure
to make any such notation shall not affect the Borrower's obligations in respect
of such Revolving Loans.

            1.06 Conversions. The Borrower shall have the option to convert, on
any Business Day, all or a portion equal to at least $10,000,000 (and, if
greater, in integral multiples of $5,000,000) of the outstanding principal
amount of Revolving Loans made pursuant to one or more Borrowings of one or more
Types of Revolving Loans into a Borrowing of another Type of Revolving Loan,
provided that (i) except as otherwise provided in Section 1.10(b), Eurodollar
Loans may be converted into Base Rate Loans only on the last day of an Interest
Period applicable to the Revolving Loans being converted and no partial
conversion of Eurodollar Loans shall reduce the outstanding principal amount of
such Eurodollar Loans made pursuant to a single Borrowing to less than
$10,000,000, (ii) Base Rate Loans may only be converted into Eurodollar Loans if
no Default or Event of Default is in existence on the date of the conversion,
(iii) no conversion pursuant to this Section 1.06 shall result in a greater
number of Borrowings of


                                       3
<PAGE>

Eurodollar Loans than is permitted under Section 1.02 and (iv) prior to March 1,
2000, only one conversion of Base Rate Loans into Eurodollar Loans may be made,
provided however, in the event the Borrower has already incurred a Borrowing of
Eurodollar Loans under clause (y) of the proviso to Section 1.01, then no
conversions of Base Rate Loans into Eurodollar Loans under this Section 1.06(iv)
may be effected. Each such conversion shall be effected by the Borrower by
giving the Administrative Agent at its Notice Office prior to 11:00 A.M. (New
York time) at least three Business Days' prior notice (each, a "Notice of
Conversion") specifying the Revolving Loans to be so converted, the Borrowing or
Borrowings pursuant to which such Revolving Loans were made and, if to be
converted into Eurodollar Loans, the Interest Period to be initially applicable
thereto. The Administrative Agent shall give each Bank prompt notice of any such
proposed conversion affecting any of its Revolving Loans.

            1.07 Pro Rata Borrowings. All Borrowings of Revolving Loans under
this Agreement shall be incurred from the Banks pro rata on the basis of their
Revolving Loan Commitments. It is understood that no Bank shall be responsible
for any default by any other Bank of its obligation to make Revolving Loans
hereunder and that each Bank shall be obligated to make the Revolving Loans
provided to be made by it hereunder, regardless of the failure of any other Bank
to make its Revolving Loans hereunder.

            1.08 Interest. (a) The Borrower agrees to pay interest in respect of
the unpaid principal amount of each Base Rate Loan from the date the proceeds
thereof are made available to the Borrower (which for Revolving Loans
outstanding immediately after the Restatement Effective Date shall be deemed to
be the Restatement Effective Date) until the earlier of (i) the maturity
(whether by acceleration or otherwise) of such Base Rate Loan and (ii) the
conversion of such Base Rate Loan to a Eurodollar Loan pursuant to Section 1.06,
at a rate per annum which shall be equal to the sum of 1.00% plus the Base Rate
in effect from time to time.

            (b) The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan from the date the proceeds thereof are
made available to the Borrower until the earlier of (i) the maturity (whether by
acceleration or otherwise) of such Eurodollar Loan and (ii) the conversion of
such Eurodollar Loan to a Base Rate Loan pursuant to Section 1.06, 1.09 or 1.10,
as applicable, at a rate per annum which shall, during each Interest Period
applicable thereto, be equal to the sum of 2.00% plus the Eurodollar Rate for
such Interest Period.

            (c) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Revolving Loan and any other overdue amount payable
hereunder shall, in each case, bear interest at a rate per annum equal to the
greater of (x) except as provided in Section 1.08(d)(y), 2% per annum in excess
of the rate otherwise applicable to Base Rate Loans from time to time and (y) in
the case of Eurodollar Loans, until the end of the applicable Interest Period
for such Eurodollar Loans, at a rate which is 2% in excess of the rate then
borne by such Eurodollar Loans, in each case with such interest to be payable on
demand.

            (d) Accrued (and theretofore unpaid) interest shall be payable (i)
in respect of each Base Rate Loan, quarterly in arrears on each Quarterly
Payment Date, (ii) in respect of each Eurodollar Loan, on the last day of each
Interest Period applicable thereto and, in the case of an Interest Period in
excess of three months, on each date occurring at three month intervals after
the


                                       4
<PAGE>

first day of such Interest Period and (iii) in respect of each Revolving Loan,
on any repayment or prepayment (on the amount repaid or prepaid), at maturity
(whether by acceleration or otherwise) and, after such maturity, on demand.

            (e) Upon each Interest Determination Date, the Administrative Agent
shall determine the Eurodollar Rate for each Interest Period applicable to
Eurodollar Loans and shall promptly notify the Borrower and the Banks thereof.

            1.09 Interest Periods. (a) At the time it gives any Notice of
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, any Eurodollar Loan (in the case of the initial Interest Period applicable
thereto) or on the third Business Day prior to the expiration of an Interest
Period applicable to such Eurodollar Loan (in the case of any subsequent
Interest Period), the Borrower shall have the right to elect (subject to clause
(y) of the proviso to Section 1.01), by giving the Administrative Agent notice
thereof, the interest period or interest periods (each, an "Interest Period")
applicable to such Eurodollar Loan (or any portion thereof), which Interest
Period shall, at the option of the Borrower, be a one, two, three or six-month
period and, if prior to March 1, 2000, a one or two week period, provided that:

            (i) all Eurodollar Loans comprising a Borrowing shall at all times
      have the same Interest Period (it being understood that one Borrowing may
      be converted into more than one Borrowing as a result of the selection of
      Interest Periods so long as in any event, after giving effect to such
      conversions, all Banks are participating pro rata in such Borrowing and
      Section 1.02 is complied with);

            (ii) the initial Interest Period for any Eurodollar Loan shall
      commence on the date of Borrowing of such Eurodollar Loan (including the
      date of any conversion thereto from a Revolving Loan of a different Type)
      and each Interest Period occurring thereafter in respect of such
      Eurodollar Loan shall commence on the day on which the next preceding
      Interest Period applicable thereto expires;

            (iii) if any Interest Period relating to a Eurodollar Loan begins on
      a day for which there is no numerically corresponding day in the calendar
      month at the end of such Interest Period, such Interest Period shall end
      on the last Business Day of such calendar month;

            (iv) if any Interest Period would otherwise expire on a day which is
      not a Business Day, such Interest Period shall expire on the next
      succeeding Business Day; provided, however, that if any Interest Period
      for a Eurodollar Loan would otherwise expire on a day which is not a
      Business Day but is a day of the month after which no further Business Day
      occurs in such month, such Interest Period shall expire on the next
      preceding Business Day;

            (v) no Interest Period may be selected at any time when a Default or
      Event of Default is then in existence;


                                       5
<PAGE>

            (vi) no Interest Period in respect of any Borrowing shall be
      selected which extends beyond the Revolving Loan Maturity Date; and

            (vii) no Interest Period may be selected which would commence prior
      to March 1, 2000, except as otherwise provided in clause (y) of the
      proviso to Section 1.01.

If upon the expiration of any Interest Period applicable to a Borrowing of
Eurodollar Loans, the Borrower has failed to elect, or is not permitted to
elect, a new Interest Period or Interest Periods to be applicable to such
Eurodollar Loans as provided above, the Borrower shall be deemed to have elected
to convert such Eurodollar Loans into Base Rate Loans effective as of the
expiration date of such current Interest Period.

            1.10 Increased Costs, Illegality, etc. (a) In the event that any
Bank shall have determined (which determination shall, absent manifest error, be
final and conclusive and binding upon all parties hereto but, with respect to
clause (i) below, may be made only by the Administrative Agent):

            (i) on any Interest Determination Date that, by reason of any
      changes arising after the date of this Agreement affecting the interbank
      Eurodollar market, adequate and fair means do not exist for ascertaining
      the applicable interest rate on the basis provided for in the definition
      of Eurodollar Rate; or

            (ii) at any time, that such Bank shall incur increased costs or
      reductions in the amounts received or receivable hereunder with respect to
      any Eurodollar Loan because of (x) any change since the date of this
      Agreement in any applicable law or governmental rule, regulation, order,
      guideline or request (whether or not having the force of law) or in the
      interpretation or administration thereof and including the introduction of
      any new law or governmental rule, regulation, order, guideline or request
      (such as, for example, but not limited to a change in official reserve
      requirements, but, in all events, excluding reserves required under
      Regulation D of the Board of Governors of the Federal Reserve System to
      the extent included in the computation of the Eurodollar Rate) and/or (y)
      other circumstances (other than an adverse change in the credit quality of
      such Bank) since the date of this Agreement affecting the interbank
      Eurodollar market; or

            (iii) at any time, that the making or continuance of any Eurodollar
      Loan has become (x) unlawful by any law or governmental rule, regulation
      or order, (y) impossible by compliance by any Bank in good faith with any
      governmental request (whether or not having force of law) or (z)
      impracticable as a result of a contingency occurring after the date of
      this Agreement which materially and adversely affects the interbank
      Eurodollar market;

then, and in any such event, such Bank (or the Administrative Agent, in the case
of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the Borrower and, except in the case of clause (i) above, to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the
case of clause (i) above, Eurodollar Loans shall no longer be available until
such time as the


                                       6
<PAGE>

Administrative Agent notifies the Borrower and the Banks that the circumstances
giving rise to such notice by the Administrative Agent no longer exist, and any
Notice of Borrowing or Notice of Conversion given by the Borrower with respect
to Eurodollar Loans, which have not yet been incurred (including by way of
conversion) shall be deemed rescinded by the Borrower, (y) in the case of clause
(ii) above, the Borrower shall, subject to the provisions of Section 11.15 (to
the extent applicable) pay to such Bank, upon written demand therefor, such
additional amounts (in the form of an increased rate of, or a different method
of calculating, interest or otherwise as such Bank shall reasonably determine)
as shall be required to compensate such Bank for such increased costs or
reductions in amounts received or receivable hereunder (a written notice as to
the additional amounts owed to such Bank, showing in reasonable detail the basis
for the calculation thereof, submitted to the Borrower by such Bank in good
faith shall, absent manifest error, be final and conclusive and binding on all
the parties hereto) and (z) in the case of clause (iii) above, the Borrower
shall take one of the actions specified in Section 1.10(b) as promptly as
possible and, in any event, within the time period required by law. Each of the
Administrative Agent and each Bank agrees that if it gives notice to the
Borrower of any of the events described in clause (i) or (iii) above, it shall
promptly notify the Borrower and, in the case of any such Bank, the
Administrative Agent, if such event ceases to exist. If any such event described
in clause (iii) above ceases to exist as to a Bank, the obligations of such Bank
to make Eurodollar Loans and to convert Base Rate Loans into Eurodollar Loans on
the terms and conditions contained herein shall be reinstated.

            (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected by the circumstances described in
Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then
being made initially or pursuant to a conversion, cancel the respective
Borrowing by giving the Administrative Agent telephonic notice (confirmed in
writing) on the same date that the Borrower was notified by the affected Bank
pursuant to Section 1.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan
is then outstanding, upon at least three Business Days' written notice to the
Administrative Agent, require the affected Bank to convert such Eurodollar Loan
into a Base Rate Loan, provided that, if more than one Bank is affected at any
time, then all affected Banks must be treated the same pursuant to this Section
1.10(b).

            (c) If at any time any Bank determines that the introduction after
the date of this Agreement of, or any change after the date of this Agreement
in, any applicable law or governmental rule, regulation, order, guideline,
directive or request (whether or not having the force of law) concerning capital
adequacy, or any change after the date of this Agreement in interpretation or
administration thereof by any governmental authority, central bank or comparable
agency, will have the effect of increasing the amount of capital required or
expected to be maintained by such Bank or any corporation controlling such Bank
based on the existence of such Bank's Revolving Loan Commitment hereunder or its
obligations hereunder, then the Borrower shall, subject to the provisions of
Section 11.15 (to the extent applicable), pay to such Bank, upon its written
demand therefor, such additional amounts as shall be required to compensate such
Bank or such other corporation for the increased cost to such Bank or such other
corporation or the reduction in the rate of return to such Bank or such other
corporation as a result of such increase of capital. In determining such
additional amounts, each Bank will act reasonably and in good faith and will use
averaging and attribution methods which are reasonable.


                                       7
<PAGE>

Each Bank will provide written notice thereof to the Borrower, which notice
shall show the basis for calculation of such additional amounts, although the
failure to give any such notice shall, subject to Section 11.15, not release or
diminish any of the Borrower's obligations to pay additional amounts pursuant to
this Section 1.10(c) upon receipt of such notice.

            1.11 Compensation. The Borrower shall, subject to the provisions of
Section 11.15 (to the extent applicable), compensate each Bank, upon its written
request (which request shall set forth the basis for requesting such
compensation), for all reasonable losses, expenses and liabilities (including,
without limitation, any loss, expense or liability incurred by reason of the
liquidation or reemployment of deposits or other funds required by such Bank to
fund its Eurodollar Loans but excluding any loss of anticipated profits) which
such Bank may sustain: (i) if for any reason (other than a default by such Bank
or the Administrative Agent) a Borrowing of, or conversion from or into,
Eurodollar Loans does not occur on a date specified therefor in a Notice of
Borrowing or Notice of Conversion (whether or not withdrawn by the Borrower or
deemed withdrawn pursuant to Section 1.10(a) or (b)); (ii) if any repayment
(including, without limitation, any repayment made pursuant to Section 3.01 or
3.02, as a result of an acceleration of the Revolving Loans pursuant to Section
8 or on the Restatement Effective Date) or conversion of any of its Eurodollar
Loans (or Existing Revolving Loans which are Eurodollar Loans) occurs on a date
which is not the last day of an Interest Period (or Interest Period under, and
as defined in, the Existing Credit Agreement) with respect thereto; (iii) if any
prepayment of any of its Eurodollar Loans is not made on any date specified in a
notice of prepayment given by the Borrower; or (iv) as a consequence of (x) any
other default by the Borrower to repay its Revolving Loans when required by the
terms of this Agreement or any Revolving Note held by such Bank or (y) any
election made pursuant to Section 1.10(b). No Bank shall be deemed to have any
loss, expense or liability incurred by the reason of the liquidation or
reemployment of deposits as a result of the Borrower repaying Eurodollar Loans
prior to the end of an Interest Period unless the Eurodollar Rate which would be
applicable to the Eurodollar Loan being repaid if such Eurodollar Rate were
being determined on the date of repayment (assuming for purposes of this
determination that the Interest Period or the maturity utilized in making such
determination is the Interest Period or the maturity originally applicable to
such Eurodollar Loan) is less than the Eurodollar Rate actually applicable to
the Eurodollar Loan being repaid.

            1.12 Change of Lending Office. Each Bank agrees that after becoming
aware of the occurrence of any event giving rise to the operation of Section
1.10(a)(ii) or (iii), Section 1.10(c), or Section 3.04 with respect to such
Bank, it will use reasonable efforts (subject to overall policy considerations
of such Bank) to designate another lending office for any Revolving Loans
affected by such event, provided that such designation is made on such terms
that such Bank and its lending office suffer no material economic, legal or
regulatory disadvantage, with the object of avoiding the consequence of the
event giving rise to the operation of such Section. Nothing in this Section 1.12
shall affect or postpone any of the obligations of the Borrower or the rights of
any Bank provided in Sections 1.10 and 3.04, provided that this sentence shall
not limit the Borrower's rights and remedies in connection with a breach of the
immediately preceding sentence.

            1.13 Replacement of Banks. If (x) any Bank defaults in its
obligations to make Revolving Loans, (y) any Bank refuses to give timely consent
to proposed changes, waivers,


                                       8
<PAGE>

discharges or terminations with respect to this Agreement which have been
approved by the Required Banks as provided in Section 11.12(b) or (z) any Bank
is owed increased costs under Section 1.10 (by virtue of the application of
Section 1.11 or otherwise) or Section 3.04 which in the judgment of the Borrower
are material in amount and which are not otherwise requested by Banks
constituting at least the Super-Majority Banks, the Borrower shall have the
right, if no Event of Default then exists and, in the case of a Bank described
in clause (z) above, such Bank has not withdrawn its request for such
compensation or changed its applicable lending office with the effect of
eliminating or substantially decreasing (to a level which in the judgment of the
Borrower is not material) such increased cost, to replace such Bank (the
"Replaced Bank") with one or more other Eligible Transferee or Transferees
(collectively, the "Replacement Bank") with the consent of the Administrative
Agent, which consent shall not be unreasonably withheld or delayed, provided
that (i) at the time of any replacement pursuant to this Section 1.13, the
Replacement Bank shall enter into one or more Assignment and Assumption
Agreements pursuant to which the Replacement Bank shall acquire all of the
Revolving Loan Commitment and outstanding Revolving Loans of the Replaced Bank
and, in connection therewith, shall pay to the Replaced Bank in respect thereof
an amount equal to the sum of (a) an amount equal to the principal of, and all
accrued interest on, all outstanding Revolving Loans of the Replaced Bank and
(b) an amount equal to all accrued, but theretofore unpaid, Fees owing to the
Replaced Bank pursuant to Section 2.01 hereof and (ii) all obligations of the
Borrower owing to the Replaced Bank (other than those specifically described in
clause (i) above in respect of which the assignment purchase price has been, or
is concurrently being, paid) shall be paid in full to such Replaced Bank
concurrently with such replacement. Upon the execution of the respective
assignment documentation, the payment of amounts referred to in clauses (i) and
(ii) above and, if so requested by the Replacement Bank, delivery to the
Replacement Bank of the appropriate Revolving Note executed by the Borrower, the
Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease
to constitute a Bank hereunder, except with respect to indemnifications under
this Agreement pursuant to Section 1.10, 1.11, 3.04, 11.01 and 11.06, which
shall survive as to such Replaced Bank.

            SECTION 2. Fees; Reductions of Commitment.

            2.01 Fees. (a) The Borrower agrees to pay the Administrative Agent
for distribution to each Bank a commitment fee (the "Commitment Fee") for the
period from the Restatement Effective Date to and including the Revolving Loan
Maturity Date (or such earlier date as the Total Revolving Loan Commitment shall
have been terminated), computed at a per annum rate equal to .3750% multiplied
by the daily Unutilized Revolving Loan Commitment of such Bank. Accrued
Commitment Fees shall be due and payable quarterly in arrears on each Quarterly
Payment Date and on the Revolving Loan Maturity Date or such earlier date upon
which the Total Revolving Loan Commitment is terminated.

            (b) The Borrower shall pay to each Agent, for its own account, such
other fees as have been agreed to in writing by the Borrower and such agent.

            2.02 Voluntary Termination of Commitments. (a) Upon at least three
Business Days' prior written notice (or telephonic notice confirmed in writing)
to the Administrative Agent at its Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the


                                       9
<PAGE>

Banks), the Borrower shall have the right, at any time or from time to time,
without premium or penalty, to terminate the Total Unutilized Revolving Loan
Commitment, in whole or in part, provided that any such partial reduction shall
be in an amount of $5,000,000 or integral multiples of $1,000,000 in excess
thereof, provided further that each such reduction pursuant to this clause (a)
shall apply proportionately to permanently reduce the Revolving Loan Commitment
of each Bank.

            (b) In the event of certain refusals by a Bank to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Banks as provided in Section
11.12(b), the Borrower shall have the right, upon five Business Days' prior
written notice to the Administrative Agent at its Notice Office (which notice
the Administrative Agent shall promptly transmit to each of the Banks), to
terminate the entire Revolving Loan Commitment of such Bank, so long as all
Revolving Loans, together with accrued and unpaid interest, Fees and all other
amounts, owing to such Bank are repaid concurrently with the effectiveness of
such termination pursuant to Section 3.01(b) (at which time Schedule I shall be
deemed modified to reflect such changed amounts)), and at such time, such Bank
shall no longer constitute a "Bank" for purposes of this Agreement, except with
respect to indemnifications under this Agreement pursuant to Sections 1.10,
1.11, 3.04, 11.01 and 11.06, which shall survive as to such repaid Bank.

            2.03 Mandatory Reduction of Commitments. (a) The Total Revolving
Loan Commitment and the Revolving Loan Commitment of each Bank shall terminate
in their entirety on the Revolving Loan Maturity Date.

            (b) In addition to any other mandatory commitment reductions
pursuant to this Section 2.03, the Total Revolving Loan Commitment (and the
Revolving Loan Commitment of each Bank) shall be reduced at the time any payment
is required to be made on the principal amount of Revolving Loans (or would be
required to be made if Revolving Loans were then outstanding) pursuant to
Section 3.02(b), (c) or (d), by an amount equal to the maximum amount of
Revolving Loans that would be required to be repaid pursuant to Section 3.02(b),
(c) or (d) assuming that Revolving Loans were outstanding in an aggregate
principal amount equal to the Total Revolving Loan Commitment.

            (c) Each reduction to the Total Revolving Loan Commitment pursuant
to this Section 2.03 shall be applied proportionately to reduce the Revolving
Loan Commitment of each Bank.

            SECTION 3. Prepayments; Payments; Taxes.

            3.01 Voluntary Prepayments. (a) The Borrower shall have the right to
prepay the Revolving Loans, without premium or penalty, in whole or in part at
any time and from time to time on the following terms and conditions: (i) the
Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time)
at its Notice Office at least one Business Day's prior written notice (or
telephonic notice promptly confirmed in writing) of its intent to prepay such
Revolving Loans, the amount of such prepayment and the Types of Revolving Loans
to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or
Borrowings pursuant to


                                       10
<PAGE>

which made, which notice the Administrative Agent shall promptly transmit to
each of the Banks; (ii) each prepayment (except any prepayment in full of a
Borrowing) shall be in a minimum amount of $1,000,000 and, if greater, shall be
in integral multiples thereof, provided that if any partial prepayment of
Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding
Eurodollar Loans made pursuant to such Borrowing to an amount less than
$10,000,000 then such Borrowing may not be continued as a Borrowing of
Eurodollar Loans and any election of an Interest Period with respect thereto
given by the Borrower shall have no force or effect; (iii) at the time of any
prepayment of Eurodollar Loans pursuant to this Section 3.01 on any day other
than the last day of an Interest Period applicable thereto, the Borrower shall
pay the amounts then required pursuant to Section 1.11 and (iv) except as
provided in clause (b) of this Section 3.01, each prepayment in respect of any
Revolving Loans made pursuant to a Borrowing shall be applied pro rata among the
Banks which made such Revolving Loans.

            (b) In the event of certain refusals by a Bank to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Banks as provided in Section
11.12(b), the Borrower shall have the right, upon five Business Days' prior
written notice to the Administrative Agent at its Notice Office (which notice
the Administrative Agent shall promptly transmit to each of the Banks) to repay
all Revolving Loans, together with accrued and unpaid interest, Fees and all
other amounts, owing to such Bank in accordance with said Section 11.12(b) so
long as (A) the Revolving Loan Commitment of such Bank is terminated
concurrently with such repayment pursuant to Section 2.02(b) (at which time
Schedule I shall be deemed modified to reflect the changed Revolving Loan
Commitment) and (B) the consents required by Section 11.12(b) in connection with
the repayment pursuant to this clause (b) shall have been obtained.

            3.02 Mandatory Repayments. (a) On any day on which the aggregate
outstanding principal amount of the Revolving Loans exceeds the Total Revolving
Loan Commitment as then in effect, the Borrower shall prepay on such date the
principal of Revolving Loans of the Banks in an amount equal to such excess.

            (b) In addition to any other mandatory repayments pursuant to this
Section 3.02, on each date after the Restatement Effective Date upon which Newco
or any of its Subsidiaries receives any proceeds from any incurrence by Newco or
any of its Subsidiaries of Indebtedness required to be applied pursuant to this
Section in accordance with Section 7.06(d) or 7.06(e), an amount equal to the
amount required by Section 7.06(d) or 7.06(e), as the case may be, shall be
applied as a mandatory repayment of principal of outstanding Revolving Loans in
accordance with the requirements of Sections 3.02(e).

            (c) In addition to any other mandatory repayments pursuant to this
Section 3.02, on each date after the Restatement Effective Date upon which Newco
or any of its Subsidiaries receives proceeds from any sale of assets required to
be applied pursuant to this Section in accordance with Section 7.03, an amount
equal to the amount required by Section 7.03 shall be applied as a mandatory
repayment of principal of outstanding Revolving Loans in accordance with the
requirements of Section 3.02(e).


                                       11
<PAGE>

            (d) In addition to any other mandatory repayments pursuant to this
Section 3.02, upon the occurrence of an Event of Loss with respect to Collateral
which results in failure to be in compliance with the Coverage Tests on the 30th
day following the date of occurrence of such Event of Loss, as such failure is
determined based on an Appraisal obtained by the Borrower following such Event
of Loss, an amount equal to the amount necessary for the Coverage Tests to be
complied with (based on the Collateral after giving effect to such Event of Loss
and the Appraisal obtained after such Event of Loss) shall be applied as a
mandatory repayment of principal of outstanding Revolving Loans in accordance
with the requirements of Section 3.02(e).

            (e) With respect to each repayment of Revolving Loans required by
this Section 3.02, the Borrower may designate the Types of Revolving Loans which
are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or
Borrowings pursuant to which made, provided that: (i) if any repayment of
Eurodollar Loans made pursuant to a single Borrowing shall reduce the
outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less
than $10,000,000, such Borrowing shall be converted at the end of the then
current Interest Period into a Borrowing of Base Rate Loans; and (ii) each
repayment of any Revolving Loans made pursuant to a Borrowing shall be applied
pro rata among the Banks. In the absence of a designation by the Borrower as
described in the preceding sentence, the Administrative Agent shall, subject to
the above, make such designation in its sole discretion.

            3.03 Method and Place of Payment. Except as otherwise specifically
provided herein, all payments under this Agreement or any Revolving Note shall
be made to the Administrative Agent for the account of the Bank or Banks
entitled thereto not later than 1:00 P.M. (New York time) on the date when due
and shall be made in Dollars in immediately available funds at the Payment
Office of the Administrative Agent. Whenever any payment to be made hereunder or
under any Revolving Note shall be stated to be due on a day which is not a
Business Day, the due date thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest shall be
payable at the applicable rate during such extension.

            3.04 Net Payments. (a) All payments made by the Guarantors or the
Borrower hereunder or under any Revolving Note will be made without set-off,
counterclaim or other defense. Except as provided in Section 3.04(b), all such
payments will be made free and clear of, and without deduction or withholding
for, any present or future taxes, levies, imposts, duties, fees, assessments or
other charges of whatever nature now or hereafter imposed by any jurisdiction or
by any political subdivision or taxing authority thereof or therein with respect
to such payments (but excluding, except as provided in the second succeeding
sentence, (i) any tax imposed on or measured by the net income or profits of a
Bank, or any franchise tax based on the net income or profits of a Bank, in
either case pursuant to the laws of the United States of America or any
political subdivision or taxing authority thereof or therein or the jurisdiction
in which it is organized or in which the principal office or applicable lending
office of such Bank is located or any subdivision thereof or therein, and (ii)
in the case of any Bank organized under the laws of any jurisdiction other than
the United States of America or any State thereof (including the District of
Columbia), any taxes imposed by the United States of America by means of
withholding at the source unless such withholding results from a change in
applicable law or treaty subsequent to the date such Bank becomes a Bank with
respect to the Revolving Loan or portion thereof affected by such change) and
all interest, penalties or similar liabilities with respect


                                       12
<PAGE>

thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments
or other charges being referred to collectively as "Taxes"). If any Taxes are so
levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and
such additional amounts as may be necessary so that every payment of all amounts
due under this Agreement or under any Revolving Note, after withholding or
deduction for or on account of any Taxes, will not be less than the amount
provided for herein or in such Revolving Note. If any amounts are payable in
respect of Taxes pursuant to the preceding sentence of this Section 3.04(a),
then the Borrower agrees to reimburse each Bank, upon the written request of
such Bank, for taxes imposed on or measured by the net income or profits of such
Bank, or any franchise tax based on the net income or profits of such Bank, in
either case pursuant to the laws of the jurisdiction in which the principal
office or applicable lending office of such Bank is located or under the laws of
any political subdivision or taxing authority of any such jurisdiction in which
the principal office or applicable lending office of such Bank is located and
for any withholding of income or similar taxes imposed by the United States of
America as such Bank shall determine are payable by, or withheld from, such Bank
in respect of such amounts so paid to or on behalf of such Bank pursuant to the
preceding sentence and in respect of any amounts paid to or on behalf of such
Bank pursuant to this sentence. Such written request shall set forth the amount
of net income or profits or franchise taxes payable by, or withheld from, such
Bank pursuant to the immediately preceding sentence and shall be certified by an
appropriate officer of such Bank. The Borrower will pay any such Taxes required
to be paid pursuant to this Section 3.04(a) within the time allowed for such
payment under applicable law and will furnish to the Administrative Agent within
45 days after the date the payment of any Taxes is made to the relevant taxation
or other authority pursuant to applicable law certified copies of tax receipts
evidencing such payment by the Borrower. The Borrower agrees to indemnify and
hold harmless each Bank, and reimburse such Bank upon its written request, for
the amount of any Taxes so levied or imposed and paid by such Bank.

            (b) Each Bank that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower
and the Administrative Agent on or prior to the Restatement Effective Date or in
the case of a Bank that is an assignee or transferee of an interest under this
Agreement pursuant to Sections 1.13 or 11.04 (unless the respective Bank was
already a Bank hereunder immediately prior to such assignment or transfer), on
the date of such assignment or transfer to such Bank, (i) two accurate and
complete original signed copies of Internal Revenue Service Form W-8ECI or Form
W-8BEN (with respect to a complete exemption under an income tax treaty) (or
successor forms) certifying to such Bank's entitlement as of such date to a
complete exemption from United States withholding tax with respect to payments
to be made under this Agreement and under any Revolving Note, or (ii) if the
Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and
cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with
respect to a complete exemption under an income tax treaty) pursuant to clause
(i) above, (x) a certificate substantially in the form of Exhibit C (any such
certificate, a "Section 3.04(b)(ii) Certificate") and (y) two accurate and
complete original signed copies of Internal Revenue Service Form W-8BEN (with
respect to the portfolio interest exemption) (or successor form) certifying to
such Bank's entitlement to a complete exemption from United States withholding
tax with respect to payments of interest to be made under this Agreement and
under any Revolving Note. In addition, each Bank agrees that from time to time
after the Restatement Effective Date, when a lapse in time or


                                       13
<PAGE>

change in circumstances renders the previous certification obsolete or
inaccurate in any material respect, it will deliver to the Borrower and the
Administrative Agent two new accurate and complete original signed copies of
Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to the
benefits of any income tax treaty), or Form W-8BEN (with respect to the
portfolio interest exemption) and a Section 3.04(b)(ii) Certificate, as the case
may be, and such other forms as may be required in order to confirm or establish
the entitlement of such Bank to a continued exemption from or reduction in
United States withholding tax with respect to payments under this Agreement and
any Revolving Note, or it shall immediately notify the Borrower and the
Administrative Agent of its inability to deliver any such form or certificate.
Notwithstanding anything to the contrary contained in Section 3.04(a), but
subject to Section 11.04(b) and the immediately succeeding sentence, (x) the
Borrower shall be entitled, to the extent it is required to do so by law, to
deduct or withhold income or similar taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) from interest,
fees or other amounts payable hereunder for the account of any Bank which is not
a United States person (as such term is defined in Section 7701(a)(30) of the
Code) for U.S. Federal income tax purposes to the extent that such Bank has not
provided to the Borrower U.S. Internal Revenue Service Forms that establish a
complete exemption from such deduction or withholding and (y) the Borrower shall
not be obligated pursuant to Section 3.04(a) hereof to gross-up payments to be
made to a Bank in respect of income or similar taxes imposed by the United
States (or any political subdivision or taxing authority thereof or therein) if
(I) such Bank has not provided to the Borrower the Internal Revenue Service
Forms and, if applicable, certificate required to be provided to the Borrower
pursuant to this Section 3.04(b) or (II) in the case of a payment, other than
interest, to a Bank described in clause (ii) above, to the extent that such
Forms and, if applicable, Certificate do not establish a complete exemption from
withholding of such taxes. Notwithstanding anything to the contrary contained in
the preceding sentence or elsewhere in this Section 3.04 and except as set forth
in Section 11.04(b), the Borrower agrees to pay additional amounts and to
indemnify each Bank in the manner set forth in Section 3.04(a) (without regard
to the identity of the jurisdiction requiring the deduction or withholding) in
respect of any amounts deducted or withheld by it as described in the
immediately preceding sentence as a result of any changes after the Restatement
Effective Date in any applicable law, treaty, governmental rule, regulation,
guideline or order, or in the official interpretation thereof, relating to the
deducting or withholding of income or similar Taxes.

            (c) The provisions of this Section 3.04 are subject to the
provisions of Section 11.15 (to the extent applicable).

            SECTION 4A. Conditions Precedent to Restatement Effective Date. The
occurrence of the Restatement Effective Date is subject to the satisfaction of
the following conditions:

            4A.01 Notes. On or prior to the Restatement Effective Date there
shall have been delivered to the Administrative Agent for the account of each of
the Banks the appropriate Revolving Note executed by the Borrower and in the
amount and maturity and as otherwise provided herein.


                                       14
<PAGE>

            4A.02 Officers' Certificate. (a) On the Restatement Effective Date,
the Agents shall have received a certificate dated the Restatement Effective
Date and signed by an Authorized Officer of the Borrower stating that all of the
applicable conditions set forth in Sections 4A.06, 4A.07, 4A.11 and 4B.02 have
been satisfied as of such date.

            (b) On the Restatement Effective Date, the Agents shall have
received a certificate dated the Restatement Effective Date and signed by an
Authorized Officer of Newco (i) stating that Newco is in compliance with
Sections 7.08 and 7.09 as of the last day of the fiscal quarter ended December
31, 1999 and (ii) setting forth the calculations required to establish such
compliance.

            4A.03 Opinions of Counsel. On the Restatement Effective Date, the
Agents shall have received opinions, in form and substance satisfactory to the
Administrative Agent and the Syndication Agent, addressed to the Agents and the
Banks and dated the Restatement Effective Date, from (i) Douglas M. Steenland,
Esq., Executive Vice President, General Counsel and Secretary of the Credit
Parties, which opinion shall cover the matters contained in Exhibit D-1 hereto,
(ii) Dorsey & Whitney, special counsel for the Borrower, which opinion shall
cover the matters contained in Exhibit D-2 hereto and (iii) White & Case,
special counsel to the Agents, which opinion shall cover the matters contained
in Exhibit D-3 hereto.

            4A.04 Corporate Documents; Proceedings; etc. (a) On the Restatement
Effective Date, the Agents shall have received from each Credit Party a
certificate, dated the Restatement Effective Date, signed by an Authorized
Officer, and attested to by the Secretary or any Assistant Secretary, of such
Credit Party, (x) certifying that the certificate of incorporation and by-laws
of such Credit Party attached thereto are true and correct copies thereof and
(y) to the effect that such Credit Party is in good standing in its respective
state of incorporation.

            (b) On the Restatement Effective Date, all corporate and legal
proceedings and all instruments and agreements in connection with the
transactions contemplated by this Agreement and the other Credit Documents shall
be satisfactory in form and substance to the Administrative Agent and the
Syndication Agent, and the Agents shall have received all information and copies
of all certificates, documents and papers, including records of corporate
proceedings, governmental approvals, good standing certificates and bring-down
telegrams or facsimiles, if any, which the Administrative Agent and the
Syndication Agent may have requested in connection therewith, such documents and
papers, where appropriate, to be certified by proper corporate or governmental
authorities.

            4A.05 Consent Letter. The Agents shall have received a letter from
CT Corporation System, presently located at 1633 Broadway, New York, New York
10019, substantially in the form of Exhibit E, indicating its consent to its
appointment by each Credit Party as its agent to receive service of process as
specified in Section 11.08.

            4A.06 Adverse Change, etc. On the Restatement Effective Date,
nothing shall have occurred which has had a material adverse effect on (i) the
rights or remedies of the Agents or the Banks, (ii) the ability of the Credit
Parties to perform their respective obligations to the Agents and the Banks or
(iii) the results of operations or financial condition of Newco and its
Subsidiaries taken as a whole or the Borrower and its Subsidiaries taken as a
whole, provided, however, that neither a strike or other labor action with
respect to the Borrower nor the effects thereof shall be deemed to have such a
material adverse effect.

            4A.07 Litigation. On the Restatement Effective Date, no actions,
suits or proceedings by any entity (private or governmental) shall be pending or
threatened (a) with respect to the Transaction or this Agreement or any
documentation executed in connection therewith, or (b) which has had a
materially adverse effect on (i) the Transaction, (ii) the results of operations
or financial condition of Newco and its


                                       15
<PAGE>

Subsidiaries taken as a whole or of the Borrower and its Subsidiaries taken as
whole or (iii) the rights or remedies of the Banks hereunder or under any other
Credit Document or on the ability of any Credit Party to perform its respective
obligations to the Banks hereunder or under any other Credit Document.

            4A.08 Financial Outlook. The Banks shall have received the Financial
Outlook which shall be in form and substance reasonably satisfactory to the
Administrative Agent and Syndication Agent and the Required Banks.

            4A.09 Existing Credit Agreement. On the Restatement Effective Date,
(i) each Continuing Bank shall have converted its Existing Revolving Loans, as
contemplated by Section 1.01, (ii) all Existing Revolving Loans being converted
as described in preceding clause (i) which were outstanding as Eurodollar Loans
shall, at the time of such conversion, be converted into Base Rate Loans and the
Borrower shall pay all breakage costs in accordance with the provisions of
Section 1.11 of the Existing Credit Agreement in connection therewith, (iii)
each Existing Bank shall have received payment in full of all amounts then due
and owing to it under the Existing Credit Agreement, (iv) the Borrower shall
have paid all accrued and unpaid interest and fees owing under the Existing
Credit Agreement through the Restatement Effective Date, and (v) the
Administrative Agent shall have received evidence reasonably satisfactory to it
that the matters set forth in this Section 4A.09 have been satisfied on such
date.

            4A.10 Fees, etc. The Borrower shall have paid to the Agents and the
Banks all costs, fees and expenses (including, without limitation, legal fees
and expenses) payable to the Agents and the Banks to the extent then due.

            4A.11 Appraisal of Collateral. (a) The Agents shall have received an
Appraisal with respect to the Collateral setting forth the Appraised Value of
such Collateral as of the Restatement Effective Date, which Appraisal shall be
in form and substance satisfactory to the Administrative Agent and the
Syndication Agent.

            (b)(i) The Appraised Value of the Collateral (using fair market
values) shall be equal to or greater than 1.75 times the Total Revolving Loan
Commitment and (ii) the Appraised Value of the Collateral using "orderly
liquidation" values shall be equal to or greater than 1.5 times the Total
Revolving Loan Commitment (such calculations in clauses (i) and (ii), the
"Coverage Tests").

            4A.12 Acknowledgment and Amendment . On the Restatement Effective
Date, the Borrower and the Collateral Agent shall have duly authorized, executed
and delivered (i) an


                                       16
<PAGE>

Acknowledgment and Amendment in the form of Exhibit G hereto, whereby (A) the
Borrower acknowledges and confirms that the it is a party to the Route Security
Agreement and that the Route Security Agreement secures, and the Collateral is
collateral security for, the Obligations and (B) the Collateral Agent
acknowledges and agrees to the substitution of Schedule I to the Route Security
Agreement with Annex I to the Acknowledgment and Amendment; (ii) executed copies
of proper financing statements, if any, to be filed under the UCC in all
jurisdictions required to perfect the security interests purported to be created
by the Route Security Agreement; (iii) evidence of the completion of all other
recordings and filings with respect to the Route Security Agreement in order to
perfect the security interest created by the Route Security Agreement, including
without limitation, all filings with the FAA; (iv) evidence that all third party
approvals, consents, or notices, or all other actions required or deemed
reasonably necessary by the Administrative Agent, to perfect and protect the
security interests created by the Route Security Agreement have been obtained or
taken, as the case may be; and (v) certified copies of a Request for Information
or Copies (form UCC 11) or equivalent reports, listing any financing statements
relating to the Collateral.

            4A.13 Other Credit Agreement. On the Restatement Effective Date, the
Other Credit Agreement shall have been amended in form, scope and substance
satisfactory to the Administrative Agent and Syndication Agent and the Required
Banks.

            SECTION 4B. Conditions Precedent to All Credit Events. The
obligation of each Bank to make Revolving Loans (including Revolving Loans made
on the Restatement Effective Date) is subject, at the time of each such Credit
Event, to the satisfaction of the following conditions:

            4B.01 Notice of Borrowing. The Administrative Agent shall have
received a Notice of Borrowing meeting the requirements of Section 1.03(a).

            4B.02 No Default; Representations and Warranties. At the time of
each such Credit Event and also after giving effect thereto (i) there shall
exist no Default or Event of Default and (ii) all representations and warranties
contained herein or in any other Credit Document shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of such Credit Event (it being understood
and agreed that any representation or warranty which by its terms is made as of
a specified date shall be required to be true and correct in all material
respects only as of such specified date).

            4B.03 Full Utilization of Existing Facilities. At the time of such
Credit Event, the Borrower shall have utilized all of the commitments under the
Other Credit Agreement.

            The acceptance of the benefits of each Credit Event shall constitute
a representation and warranty by each Credit Party to the Agents and each of the
Banks that all of the conditions specified in Section 4A and in this Section 4B
which are applicable to such Credit Event exist as of that time. All of the
Revolving Notes, certificates, legal opinions and other documents and papers
referred to in Section 4A and in this Section 4B, unless otherwise specified,
shall be delivered to the Administrative Agent at the Administrative Agent's
Notice Office for the account of each of the Banks and, except for the Revolving
Notes, in sufficient


                                       17
<PAGE>

counterparts for each of the Banks and shall be reasonably satisfactory in form
and substance to the Banks.

            SECTION 5. Representations, Warranties and Agreements. In order to
induce the Banks to enter into this Agreement on the Restatement Effective Date
and to make the Revolving Loans, each Credit Party makes the following
representations and warranties to and agreements with the Banks (in each case
solely to the extent applicable to such Credit Party or its Subsidiaries), all
of which shall survive the execution and delivery of this Agreement and the
Revolving Notes and the making of the Revolving Loans, with the occurrence of
each Credit Event on or after the Restatement Effective Date being deemed to
constitute a representation and warranty that the matters specified in this
Section 5 are true and correct in all material respects on the date of such
Credit Event (it being understood and agreed that any representation or warranty
which by its terms is made as of a specified date shall be required to be true
and correct in all material respects only as of such specified date).

            5.01 Corporate Status. Each Credit Party and each of its
Subsidiaries (i) is a duly organized and validly existing corporation or other
entity in good standing under the laws of the jurisdiction of its organization,
(ii) has the power and authority to own its property and assets and to transact
the business in which it is engaged and presently proposes to engage and (iii)
is duly qualified and is authorized to do business and is in good standing in
each jurisdiction where it is required to be so qualified and where the failure
to be so qualified would have a material adverse effect on the results of
operations or financial condition of Newco and its Subsidiaries taken as a whole
or the Borrower and its Subsidiaries taken as a whole.

            5.02 Corporate Power and Authority. Each Credit Party has the power
and authority to execute, deliver and perform the terms and provisions of each
of the Credit Documents to which it is party and has taken all necessary action
to authorize the execution, delivery and performance by it of each of such
Credit Documents. Each Credit Party has duly executed and delivered each of the
Credit Documents to which it is party, and each of such Credit Documents
constitutes such Credit Party's legal, valid and binding obligation enforceable
in accordance with its terms, except to the extent that the enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws generally affecting creditors' rights and by
equitable principles (regardless of whether enforcement is sought in equity or
at law).

            5.03 No Violation. Neither the execution, delivery or performance by
any Credit Party of the Credit Documents to which it is a party, nor compliance
by it with the terms and provisions thereof, (i) will contravene in any material
respect any provision of any material applicable law, statute, rule or
regulation or any applicable order, writ, injunction or decree of any court or
governmental instrumentality, (ii) will conflict in any material respect with or
result in any material breach of any of the terms, covenants, conditions or
provisions of, or constitute a material default under, or result in the creation
or imposition of (or the obligation to create or impose) any Lien (except
pursuant to the Route Security Agreement) upon any of the properties or assets
of such Credit Party pursuant to the terms of any material indenture, mortgage,
deed of trust, credit agreement or loan agreement, or any other material
agreement, contract or instrument, to which such Credit Party is a party or by
which it or any of its property or assets is bound


                                       18
<PAGE>

or to which it may be subject or (iii) will violate any provision of the
certificate of incorporation or by-laws of such Credit Party.

            5.04 Governmental Approvals. No material order, consent, approval,
license, authorization or validation of, or filing, recording or registration
with, or exemption by, any governmental or public body or authority, or any
subdivision thereof, is required to authorize, or is required in connection
with, (i) the execution, delivery and performance of any Credit Document (other
than any such order, consent, approval, license, authorization, validation,
filing, recording, registration or exemption required to be made or obtained
after the Restatement Effective Date in the ordinary course of business which
the Borrower agrees to promptly obtain as and when required under applicable
law) or (ii) the legality, validity, binding effect or enforceability of any
Credit Document.

            5.05 Financial Statements; Financial Outlook. (a) (A) The audited
consolidated balance sheets of each of Newco and its Subsidiaries and the
Borrower and its Subsidiaries at December 31, 1998 and the related consolidated
statements of operations, of common stockholders' equity (deficit) (in the case
of Newco and its Subsidiaries) and of cash flows of such parties for the fiscal
year ended as of said date, which financial statements have been examined by
Ernst & Young, who delivered an unqualified opinion in respect therewith and (B)
the unaudited consolidated balance sheets of each of Newco and its Subsidiaries
and the Borrower and its Subsidiaries at September 30, 1999 and the related
consolidated statements of operations, of common stockholders' equity (deficit)
(in the case of Newco and its Subsidiaries) and of cash flows of such parties
for the fiscal quarter ended as of said date have heretofore been furnished to
each Bank and present fairly in all material respects the financial position of
such entities at the dates of said statements and the results of operations for
the periods covered thereby in accordance with GAAP consistently applied, except
to the extent provided in the notes to said financial statements. Since December
31, 1997, there has been no material adverse change in the financial condition
or results of operations of the Borrower or any Guarantor, provided that no
strike or other labor action with respect to the Borrower nor the effects
thereof shall be deemed to be a material adverse change in the financial
condition or results of operations of the Borrower or any Guarantor.

            (b) On and as of the Restatement Effective Date, the Financial
Outlook 1999-2002, dated as of January 11, 2000 (the "Financial Outlook"),
previously delivered to the Agents and the Banks, had been prepared on a basis
consistent with the financial statements referred to in Section 5.05(a) (other
than as set forth or presented in such Financial Outlook), and there are no
statements or conclusions in the Financial Outlook which are based upon or
include information known to any Credit Party to be misleading in any material
respect or which fail to take into account material information regarding the
matters reported therein. The Financial Outlook is based on good faith estimates
and assumptions believed by the Credit Parties to be reasonable at the time
made, which the Credit Parties continue to believe are reasonable as of the
Restatement Effective Date, it being recognized by the Banks that the Financial
Outlook as to future events is not to be viewed as facts and that actual results
during the period or periods covered by the Financial Outlook may differ from
the results set forth in the Financial Outlook.


                                       19
<PAGE>

            5.06 Litigation. There are no actions, suits or proceedings pending
or threatened with respect to any Credit Party or any of its Subsidiaries (i)
that have had a material adverse effect on the financial condition or results of
operations of the Borrower or any Guarantor or (ii) that affect the legality,
validity, binding effect or enforceability of any Credit Document.

            5.07 True and Complete Disclosure. All factual information (taken as
a whole) furnished by or on behalf of any Credit Party in writing to any Agent
or any Bank for purposes of or in connection with this Agreement, the other
Credit Documents or any transaction contemplated herein or therein is, and all
other such factual information (taken as a whole) hereafter furnished by or on
behalf of any such Persons in writing to any Agent or any Bank will be, true and
accurate in all material respects on the date as of which such information is
dated or certified and not incomplete by omitting to state any fact necessary to
make such information (taken as a whole) not misleading in any material respect
at such time in light of the circumstances under which such information was
provided.

            5.08 Use of Proceeds; Margin Regulations. (a) All proceeds of the
Revolving Loans shall be used by the Borrower (i) to effect the Transaction,
(ii) to pay fees and expenses arising in connection with the Transaction and
(iii) for the working capital purposes of the Borrower and its Subsidiaries.

            (b) Not more than 25% of the value of the assets of the Borrower, or
of Newco and its Subsidiaries on a consolidated basis, shall constitute Margin
Stock. Neither the making of any Revolving Loan nor the use of the proceeds of
any thereof will violate or be inconsistent with the provisions of Regulation T,
U or X of the Board of Governors of the Federal Reserve System.

            5.09 Compliance with ERISA. Each Pension Plan has been operated and
administered in compliance with all applicable requirements of ERISA and, if
intended to qualify under Section 401(a) or 403(a) of the Code, in compliance
with all applicable requirements of such provision except where the failure to
so comply would not result in, taking all instances in the aggregate, liability
in excess of $2,000,000. Full payment has been made by each Credit Party or any
of its ERISA Affiliates of all amounts which such Persons are required under the
terms of each Pension Plan and Multiemployer Plan to have paid as contributions
to such Pension Plan and Multiemployer Plan except where the failure to so
comply, taking all instances in the aggregate, would not result in liability in
excess of $2,000,000. None of the Pension Plans had an accumulated funding
deficiency (as defined in Section 302 of ERISA and Section 412 of the Code),
whether or not waived, as of the last day of the most recent plan year of such
Pension Plan. No Termination Event has occurred or, to the best knowledge of any
Credit Party, is expected by such Credit Party to occur with respect to any
Pension Plan or Multiemployer Plan such that any Credit Party or any of its
ERISA Affiliates would incur, taking all instances in the aggregate, liabilities
in excess of $10,000,000 (such liabilities to include, without limitation, any
liability to the PBGC or to any other party under Sections 4062, 4063 and 4064
of ERISA or to any Multiemployer Plan determined under Section 4201 et seq. of
ERISA) resulting from or associated with all such Termination Events. No Credit
Party nor any of its ERISA Affiliates has engaged in any transaction in
connection with which any such entity has been or could be subjected to either a
tax imposed by Section 4975 of the Code or the corresponding civil penalty
assessed pursuant to Sections 502(i) and 502(l) of ERISA, which penalties and
taxes for all such


                                       20
<PAGE>

transactions are in an aggregate amount in excess of $2,500,000. Using actuarial
assumptions and computation methods consistent with Part 1 of subtitle E of
Title IV of ERISA, the aggregate liabilities of Newco and its Subsidiaries, the
Borrower and its Subsidiaries and their ERISA Affiliates to all Multiemployer
Plans in the event of a complete withdrawal therefrom, as of the close of the
most recent fiscal year of each such Multiemployer Plan ended prior to the date
of the most recent Credit Event, would not have a material adverse effect upon
the results of operation or financial condition of any Credit Party. No Credit
Party nor any of its Subsidiaries maintains or contributes to any employee
welfare benefit plan (as defined in Section 3(1) of ERISA) which provides
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) or any employee pension benefit plan (as defined in
Section 3(2) of ERISA) the obligations with respect to which would have a
material adverse effect on the ability of any Credit Party to perform its
respective obligations under this Agreement.

            5.10 Subsidiaries. Schedule III correctly sets forth, as of the
Restatement Effective Date, the percentage ownership (direct and indirect) of
Newco, Holdings, NWA and the Borrower in each of their respective Subsidiaries.

            5.11 Investment Company Act. None of the Credit Parties or any of
their respective Subsidiaries is an "investment company" or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended.

            5.12 Compliance with Statutes, etc. Each Credit Party and each of
its Subsidiaries is in material compliance with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
businesses and the ownership of its properties (including applicable statutes,
regulations, orders and restrictions relating to environmental standards and
controls) except such noncompliances as would not, in the aggregate, have a
material adverse effect on the financial condition or results of operations of
Newco and its Subsidiaries taken as a whole or of the Borrower and its
Subsidiaries taken as a whole.

            5.13 Air Carrier. The Borrower is a Certificated Air Carrier.

            5.14 Security Interests. (a) The security interests created in favor
of the Collateral Agent under the Route Security Agreement at all times from and
after the Original Effective Date constituted and will at all times from and
after the Restatement Effective Date continue to constitute, as security for the
obligations purported to be secured thereby, a legal, valid, enforceable and
perfected security interest in and Lien on all of the Collateral referred to
therein in favor of the Collateral Agent for the benefit of the Secured
Creditors, subject to no other Liens except Permitted Liens.

            (b) The Borrower has legal and marketable title to all Collateral
covered by the Route Security Agreement free and clear of all Liens (except
Permitted Liens).

            (c) No consents, filings or recordings are required in order to
perfect (or maintain the perfection or priority of) the security interests
purported to be created by Route Security


                                       21
<PAGE>

Agreement, other than such as have been obtained and which remain in full force
and effect and other than periodic UCC continuation filings.

            5.15 Year 2000 Reprogramming. Neither Newco nor any of its
Subsidiaries believes that the consequences of the year 2000 will pose
significant operational problems for its computer systems.

            5.16 Asset Sales. As of the Restatement Effective Date, the
aggregate amount of gross sales proceeds received by Newco or any of its
Subsidiaries since December 15, 1995 from all sales, leases and other
dispositions of any assets (including cash or cash equivalents proceeds received
pursuant to Section 7.03(I)(a) and included in determining whether the
$500,000,000 threshold contained in Section 7.03(I)(f) has been exceeded) is $
156,375,176.

            5.17 Distributions. As of the Restatement Effective Date, the amount
of all cash Distributions declared, made or paid by Newco or any of its
Subsidiaries pursuant to Section 7.05(b) on or after January 1, 1995 (other than
pursuant to Section 7.05(b)(ii)) plus the amount of all such Distributions made
by Newco and/or Holdings pursuant to Section 7.05(g) but excluding the amount of
Distributions declared, made or paid to Newco or any of its Subsidiaries is
$1,054,119,000.

            5.18 Indebtedness. As of the Restatement Effective Date, the amount
of unsecured Indebtedness of Newco and its Subsidiaries incurred after December
15, 1995, which is included in determining whether the $600,000,000 threshold
contained in Section 7.06(d) has been exceeded, is $ 396,582,227. As of the
Restatement Effective Date, the amount of secured Indebtedness of Newco and its
Subsidiaries incurred after December 15, 1995, which is included in determining
whether the $300,000,000 threshold contained in Section 7.06(e) has been
exceeded, is $ 169,929,864.

            5.19 KLM Shares. As of the Restatement Effective Date, Newco and/or
Holdings redeemed, retired, repurchased or otherwise acquired all of the shares
of common stock of Newco and/or Holdings owned by KLM for an aggregate
consideration of $1,054,119,000.

SECTION 6. Affirmative Covenants. Each Credit Party hereby covenants and agrees
(in each case solely to the extent that any covenant or agreement set forth in
this Section 6 is expressly stated to be applicable to such Credit Party and its
Subsidiaries) that on and after the Restatement Effective Date and until the
Total Revolving Loan Commitment and the Revolving Loans and the Revolving Notes
together with interest, Fees and all other Obligations incurred hereunder and
thereunder, are paid in full:

            6.01 Information Covenants. Newco will furnish to each Bank:

            (a) Annual Financial Statements. As soon as available and in any
      event within 120 days after the close of each fiscal year of Newco, (i) a
      copy of the SEC Form 10-K filed by Newco with the SEC for such fiscal
      year, or, if no such Form 10-K was so filed by Newco for such fiscal year,
      the consolidated balance sheet of Newco and its subsidiaries and whether
      or not such Form 10-K was filed, of each of Holdings and its Subsidiaries
      and


                                       22
<PAGE>

      the Borrower and its Subsidiaries, as at the end of such fiscal year and
      the related consolidated statements of operations, of common stockholders'
      equity (deficit) (in the case of Newco and its Subsidiaries) and of cash
      flows for such fiscal year, setting forth comparative consolidated figures
      as of the end of and for the preceding fiscal year, and examined by Ernst
      & Young (or (x) any other "Big Six" or "Big Five" accounting firm or (y)
      any other firm of independent public accountants of recognized standing
      selected by Newco, Holdings or the Borrower, as the case may be, and
      reasonably acceptable to the Required Banks) whose opinion shall not be
      qualified as to the scope of audit or as to the status of Newco, Holdings
      or the Borrower as a going concern, and (ii) a certificate of such
      accounting firm stating that in the course of its regular audit of the
      business of Newco, Holdings and the Borrower, which audit was conducted in
      accordance with generally accepted auditing standards, such accounting
      firm has obtained no knowledge of any Default or Event of Default which
      has occurred and is continuing or, if in the opinion of such accounting
      firm such a Default or Event of Default has occurred and is continuing, a
      statement as to the nature thereof.

            (b) Quarterly Financial Statements. As soon as available and in any
      event within 45 days after the close of each of the first three quarterly
      accounting periods in each fiscal year of Newco, a copy of the SEC Form
      10-Q filed by Newco with the SEC for such quarterly period, or, if no such
      Form 10-Q was so filed by Newco with respect to any such quarterly period,
      the consolidated balance sheet of Newco and its Subsidiaries, and whether
      or not such Form 10-Q was filed, of each of Holdings and its Subsidiaries
      and the Borrower and its Subsidiaries, as at the end of such quarterly
      period and the related consolidated statements of operations for such
      quarterly period and for the elapsed portion of the fiscal year ended with
      the last day of such quarterly period and in each case setting forth
      comparative consolidated figures as of the end of and for the related
      periods in the prior fiscal year, all of which shall be certified by an
      Authorized Officer of Newco, Holdings or the Borrower, as the case may be,
      subject to changes resulting from audit and normal year-end audit
      adjustments.

            (c) Budgets. Not more than 75 days following the commencement of
      each fiscal year of the Borrower, a budget of the Borrower and its
      Subsidiaries in reasonable detail for each fiscal month of such fiscal
      year as is customarily prepared by management for its internal use setting
      forth, with appropriate discussion, the principal assumptions upon which
      such budget is based.

            (d) Officer's Certificates. At the time of the delivery of the
      financial statements provided for in Section 6.01(a) and (b), a
      certificate of an Authorized Officer of Newco and the Borrower to the
      effect that no Default or Event of Default exists or, if any Default or
      Event of Default does exist, specifying the nature and extent thereof and
      which certificate shall set forth the calculations required, if any, to
      establish whether each Credit Party was in compliance with the provisions
      of Sections 7.02, 7.03, 7.04, 7.05, 7.06, 7.08 and 7.09 as at the end of
      such fiscal period or year, as the case may be.

            (e) Notice of Default or Litigation. Promptly, and in any event
      within three Business Days after any senior financial or legal officer of
      any Credit Party obtains


                                       23
<PAGE>

      knowledge thereof, notice of (x) the occurrence of any event which
      constitutes a Default or Event of Default which notice shall specify the
      nature thereof, the period of existence thereof and what action such
      Credit Party proposes to take with respect thereto and (y) any litigation
      or governmental proceeding pending against or affecting Newco or any of
      its Subsidiaries which is likely to have a material adverse effect on the
      financial condition or results of operations of Newco and its Subsidiaries
      taken as a whole or the Borrower and its Subsidiaries taken as a whole.

            (f) Rating Changes. Promptly after any senior financial or legal
      officer of NWA or the Borrower obtains knowledge thereof, notice of any
      change in the Rating assigned by either Rating Agency.

            (g) Other Information. Promptly upon transmission thereof, copies of
      any filings and registrations with, and reports to, the Securities and
      Exchange Commission or any successor thereto (the "SEC") by Newco or any
      of its Subsidiaries (other than amendments to any registration statement
      (to the extent such registration statement, in the form it becomes
      effective, is delivered to the Banks), exhibits to any registration
      statement and any registration statements on Form S-8) and, with
      reasonable promptness, such other information or documents (financial or
      otherwise) as the Administrative Agent on its own behalf or on behalf of
      the Required Banks may reasonably request from time to time.

            (h) Non-Ordinary Course Transaction. At any time after the
      Restatement Effective Date that any Credit Party or any of its respective
      Subsidiaries proposes to enter into any transaction (or series of related
      transactions) with any Affiliate of any Credit Party or any of their
      respective Subsidiaries outside the ordinary course of business (other
      than any transaction of a nature described in the proviso to Section
      7.07), the Borrower shall give the Administrative Agent and the Banks (x)
      written notice of any such transaction at least 7 Business Days (or such
      shorter period as the Required Banks may agree) prior to the earlier of
      (I) the consummation thereof or (II) the execution of a binding agreement
      therefor, and (y) such other information related to the transaction as the
      Administrative Agent or the Required Banks shall reasonably request.

            (i) Prompt notice of any fact, event or circumstance relating to the
      consequences of the year 2000 which it or any of its Subsidiaries is or
      becomes aware of and that could be reasonably expected to (a) have a
      material adverse impact on the proper functioning of Newco or any of its
      Subsidiaries' computer systems or equipment containing embedded microchips
      on or after the year 2000 or (b) result in a material adverse effect on
      the financial conditions or results of operations of Newco and its
      Subsidiaries taken as a whole or of the Borrower and its Subsidiaries
      taken as a whole.

            6.02 Books, Records and Inspections. Each Credit Party will, and
will cause each of its Subsidiaries to, keep proper books of record and account
in which full, true and correct entries in conformity with GAAP and all
requirements of law shall be made of all dealings and transactions in relation
to its business and activities. Each Credit Party will, and will cause each of
its Subsidiaries to, permit, upon reasonable notice given by the Administrative
Agent to the Borrower on behalf of any Bank, officers and designated
representatives of any Bank (including


                                       24
<PAGE>

without limitation, appraisers) to visit and inspect any of the properties or
assets of such Credit Party and any of its Subsidiaries (including, without
limitation, the Collateral and any books, records or logs related thereto) and
to examine the books of account of such Credit Party and any of its Subsidiaries
and discuss the affairs, finances and accounts of such Credit Party and of any
of its Subsidiaries with its and their officers and independent accountants, all
at such reasonable times and intervals and to such reasonable extent as such
Bank may desire.

            6.03 Insurance. Each Credit Party will, and will cause each of its
Subsidiaries to, at all times be covered by and maintain in full force and
effect insurance required by the Route Security Agreement and other insurance in
such amounts, covering such risks and liabilities and with such deductibles or
self-insured retentions as are in accordance with normal industry practice and
as is required by law.

            6.04 Payment of Taxes. Each Credit Party will pay and discharge, and
will cause each of its Subsidiaries to pay and discharge, all material taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits, or upon any properties belonging to it, prior to the date on
which material penalties attach thereto, and all material lawful claims which,
if unpaid, might become a Lien or charge upon any properties of any Credit Party
or any of its Subsidiaries, provided that no Credit Party nor any of its
Subsidiaries shall be required to pay any such tax, assessment, charge, levy or
claim (i) which is being contested in good faith and by proper proceedings if it
has maintained adequate reserves (in the good faith judgment of the management
of such Credit Party) with respect thereto in accordance with GAAP or (ii) the
nonpayment of which would not have a material adverse effect on the financial
condition or results of operations of Newco and its Subsidiaries taken as a
whole or of the Borrower and its Subsidiaries taken as a whole.

            6.05 Consolidated Corporate Franchises. Each Credit Party will do,
and will cause each of its Subsidiaries to do, or cause to be done, all things
necessary to preserve and keep in full force and effect its existence and its
material rights, authority and franchises, unless the failure to keep in full
force and effect any such right, authority or franchise would not have a
material adverse effect on the financial condition or results of operations of
Newco and its Subsidiaries taken as a whole or of the Borrower and its
Subsidiaries taken as a whole.

            6.06 Compliance with Statutes, etc. Each Credit Party will, and will
cause each of its Subsidiaries to, comply in all material respects with all
applicable statutes, regulations and orders of, and all applicable restrictions
imposed by, all governmental bodies, domestic or foreign, in respect of the
conduct of its business and the ownership of its property (including applicable
statutes, regulations, orders and restrictions relating to environmental
standards and controls) other than those the non-compliance with which would not
have a material adverse effect on the financial condition or results of
operations of Newco and its Subsidiaries taken as a whole or the Borrower and
its Subsidiaries taken as a whole.

            6.07 ERISA. (a) As soon as practicable and in any event within
fifteen days after any Credit Party or any of its ERISA Affiliates knows or has
reason to know of the occurrence of any (i) Termination Event in connection with
any Pension Plan or Multiemployer Plan, (ii) non-exempt "prohibited transaction"
as described in Section 406 of ERISA or Section 4975 of the Code, (iii)
accumulated funding deficiency or application to the Secretary of the Treasury
for a


                                       25
<PAGE>

waiver or modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under Section
412 of the Code, (iv) institution pursuant to Section 515 of ERISA to collect a
delinquent contribution, or (v) material liability by any Credit Party or any
Subsidiary of any Credit Party pursuant to any employee welfare benefit plan (as
defined in Section 3(1) of ERISA) that provides benefits to retired employees or
other former employees (other than as required by Section 601 of ERISA) or any
employee pension benefit plan (as defined in Section 3(2) of ERISA) in addition
to the liability existing on the Restatement Effective Date pursuant to any such
welfare or pension plan or plans in connection with any Pension Plan or
Multiemployer Plan or any trust created thereunder, if as a result of such event
or transaction, considered together with other such events and transactions
occurring within the prior two years, the Credit Parties and their ERISA
Affiliates incur or could reasonably expect to incur liabilities from all such
events and transactions in excess of $5,000,000, such Credit Party shall deliver
to each of the Banks a certificate, signed by an Authorized Officer of such
Credit Party, specifying the nature thereof, what action such Credit Party or
such ERISA Affiliate has taken, is taking or proposes to take with respect
thereto, and any action taken or threatened by the Internal Revenue Service,
Department of Labor, PBGC, Pension Plan or Multiemployer Plan, as applicable, to
be taken with respect thereto (together with copies of all relevant notices or
other communications received from such entity). For the purposes of this
Section 6.07, a Credit Party shall be deemed to have knowledge of all facts
known by the "plan administrator" (as defined in Section 3(16)(A) of ERISA) of
any Pension Plan of which such Credit Party or any of its ERISA Affiliates is
the "plan sponsor" (as defined in Section 3(16)(B) of ERISA).

            (b) To the extent reasonably requested by any Bank, as soon as
practicable and in any event within 30 days after the filing of a Form 5500
series annual report by a Credit Party or any of its ERISA Affiliates with the
Internal Revenue Service with respect to each Pension Plan, such Credit Party
shall furnish to such Bank a copy of such Form 5500 series annual report and the
Schedule B (Actuarial Information) thereto (and shall make available for
inspection by such Bank at reasonable times copies of the full annual report
with respect to each Pension Plan).

            6.08 Good Repair. Each Credit Party will, and will cause each of its
Subsidiaries to, ensure that its properties and equipment used or useful in its
business are kept in good repair, working order and condition, normal wear and
tear excepted, and that from time to time there are made in such properties and
equipment all needful and proper repairs, renewals, replacements, extensions,
additions, betterments and improvements thereto, to the extent and in the manner
customary for companies in similar businesses, except where the failure to keep
such properties and equipment in good repair, working order and condition or to
make such repairs, renewals, replacements, extensions, additions, betterments
and improvements would not have a material adverse effect on the financial
condition or results of operations of Newco and its Subsidiaries taken as a
whole or of the Borrower and its Subsidiaries taken as a whole.

            6.09 End of Fiscal Years; Fiscal Quarters. Newco and the Borrower
will, for financial reporting purposes, cause (i) each of its and each of its
Subsidiaries' fiscal years to end on December 31 of each year and (ii) each of
its and each of its Subsidiaries' fiscal quarters to end on March 31, June 30,
September 30 and December 31 of each year.


                                       26
<PAGE>

            6.10 Performance of Obligations. Each Credit Party will, and will
cause each of its Subsidiaries to, perform all of its obligations under the
terms of each mortgage, indenture, security agreement and other debt instrument
by which it is bound, except such non-performances as would not have a material
adverse effect on the financial condition or results of operations of Newco and
its Subsidiaries taken as a whole or of the Borrower and its Subsidiaries taken
as a whole.

            6.11 Air Carrier. The Borrower will at all times be a Certificated
Air Carrier.

            6.12 Security Interests. The Borrower shall perform any and all acts
and execute any and all documents (including, without limitation, the execution,
amendment or supplementation of any financing statement and continuation
statement) for filing under the provisions of the UCC or the Federal Aviation
Act and the rules and regulations thereunder, which are necessary in order to
maintain in favor of the Collateral Agent for the benefit of the Secured
Creditors a valid and perfected Lien on the Collateral, subject to no other
Liens except for Permitted Liens.

            SECTION 7. Negative Covenants. Each Credit Party hereby covenants
and agrees (in each case solely to the extent that any covenant or agreement set
forth in this Section 7 is expressly stated to be applicable to such Credit
Party and its Subsidiaries) that on the Restatement Effective Date and
thereafter, for so long as this Agreement is in effect and until the Total
Revolving Loan Commitment has terminated, no Revolving Notes are outstanding and
the Revolving Loans, together with interest, Fees and all other Obligations
incurred hereunder, are paid in full:

            7.01 Changes in Business. No Credit Party will make any material
change in the lines of business in which it was engaged on the Restatement
Effective Date.

            7.02 Consolidation, Merger, etc. No Credit Party will wind up,
liquidate or dissolve its affairs, or enter into any transaction of merger or
consolidation, sell or otherwise dispose of all or substantially all of its
property or assets or agree to do any of the foregoing at any future time,
except that so long as no Default or Event of Default exists, or would result
therefrom and provided that each Credit Party complies with Section 7.03 in
connection with such transaction to the extent such Section is applicable, any
Credit Party may merge or consolidate with, or sell or otherwise dispose of all
or substantially all of its assets to, any Person, provided that (i) in the case
of any merger or consolidation, the surviving corporation shall be such Credit
Party or (ii) the surviving corporation, if not such Credit Party (or the
successor corporation, in the case of a sale or other disposition of all or
substantially all of a Credit Party's assets), (A) is a corporation organized
and existing under the laws of the United States of America or any State
thereof, (B) is a Citizen of the United States, (C) executes and delivers
agreements assuming the obligations of such Credit Party under this Agreement
and the other Credit Documents to which such Credit Party is a party, which
assumption agreements and all related actions and documentation shall be in form
and substance reasonably satisfactory to the Administrative Agent and (D)
delivers to the Administrative Agent a certificate signed by an Authorized
Officer of such Credit Party and an opinion of counsel to such Person
satisfactory to the Administrative Agent, each


                                       27
<PAGE>

stating that such transaction and such assumption agreement comply with this
Section and that all conditions precedent herein provided for relating to such
transaction have been complied with.

            7.03 Sale of Assets. (I) No Credit Party will, nor will any Credit
Party permit any of its Subsidiaries to, sell, lease or otherwise dispose of any
assets, except:

            (a) Newco or any of its Subsidiaries may, in the ordinary course of
      business and consistent with past practices, exchange, in any transaction
      or series of related transactions, on a like value basis, (i) its real
      property for real property owned by another Person, (ii) its airplane
      engines for airplane engines owned by another Person, and (iii) its
      airline routes, "airport gates" and/or "slots" for airline routes,
      "airport gates" and/or "slots" owned by another Person; provided, however,
      that (x) in no event may Collateral be exchanged and (y) to the extent
      Newco or any of its Subsidiaries receives any cash and/or cash equivalents
      from any such property exchange permitted pursuant to this clause (a), the
      amount of such cash and/or cash equivalents shall be applied in accordance
      with clause (f) of this Section 7.03(I);

            (b) Newco or any of its Subsidiaries may, in the ordinary course of
      business and consistent with past practices, sell spare parts (which in no
      event shall include aircraft or aircraft engines) and supplies (including,
      without limitation, fuel) so long as each such sale is for an amount at
      least equal to the fair market value thereof (as determined by the
      Borrower);

            (c) "parting out" of an aircraft engine shall be permitted by Newco
      or any of its Subsidiaries in the ordinary course of business and
      consistent with past practices;

            (d) Newco or any of its Subsidiaries may, in a transaction, sell any
      of its aircraft, which aircraft is then substantially contemporaneously
      leased back to the respective seller, provided that with respect to sale
      and leasebacks of aircraft owned on the Restatement Effective Date, the
      stated expiration of the lease of such aircraft to Newco or one of its
      Subsidiaries is after the Revolving Loan Maturity Date;

            (e) Newco or any of its Subsidiaries may sell airline tickets and
      related services in the ordinary course of business;

            (f) Newco or any of its Subsidiaries may sell, lease or otherwise
      dispose of any assets (other than Collateral), provided that to the extent
      the gross proceeds received from all such transactions occurring after
      December 15, 1995 (including cash or cash equivalent proceeds received
      pursuant to Section 7.03(a)) exceeds $500,000,000, an amount equal to 50%
      of the Net Sale Proceeds from all transactions which occur after such
      $500,000,000 threshold is exceeded (including 50% of the Net Sale Proceeds
      from that transaction in which such threshold is exceeded but only out of
      that portion of the gross proceeds which exceeds such $500,000,000
      threshold) shall be applied to repay Revolving Loans and reduce Revolving
      Loan Commitments in accordance with Sections 3.02(c) and 2.03(b);


                                       28
<PAGE>

            (g) Newco or any of its Subsidiaries may, in the ordinary course of
      business and consistent with industry practice, (i) trade the use of any
      "slot" with another air carrier or (ii) lease or license any such "slot"
      to another air carrier, in each case on a temporary basis and provided
      that such transactions do not involve the transfer of title to such
      "slots"; and

            (h) any Credit Party may dispose of its equity interests in (x)
      GHI-CA Corporation, a Delaware corporation which owns all of the
      outstanding shares of capital stock of Grand Holding, Inc., a Nevada
      corporation, d/b/a Champion Air and/or (y) Express Air I owned by such
      Credit Party on the Restatement Effective Date.

            (II) The Borrower will not convey, sell, lease, transfer or
otherwise dispose of or remove or substitute, any Collateral or take any action
that could materially diminish the fair market value of the Collateral taken as
a whole, or agree to do any of the foregoing at any future time, except as may
be permitted pursuant to the provisions of the Route Security Agreement.

            7.04 Liens. None of the Credit Parties will, or will permit any of
their respective Subsidiaries to, create, incur, assume or suffer to exist any
Lien upon or with respect to the Collateral or assign any right to receive
income from the Collateral, or file or permit the filing with respect to the
Collateral of any financing statement under the UCC or any similar notice of
Lien under any similar recording or notice statute, except (Liens described
below are herein referred as "Permitted Liens"):

            (a)  Liens created by the Route Security Agreement;

            (b) Liens for taxes not yet due or Liens for taxes being contested
      in good faith and by appropriate proceedings for which adequate reserves
      (in the good faith judgment of the management of the Borrower) have been
      established in accordance with GAAP;

            (c) Liens (other than any Lien imposed by ERISA) in respect of the
      Collateral imposed by law which were incurred in the ordinary course of
      business and which have not arisen to secure Indebtedness for borrowed
      money, such as carriers', warehousemen's and mechanics' Liens, statutory
      landlord's Liens, and other similar Liens and governmental charges arising
      in the ordinary course of business, and which either (x) do not in the
      aggregate materially detract from the value of any Collateral or
      materially impair the use thereof in the operation of the business of the
      Borrower or any of its Subsidiaries or (y) are being contested in good
      faith by appropriate proceedings, which proceedings have the effect of
      preventing the forfeiture or sale of the property or asset subject to such
      Lien; and

            (d) Liens (where there has been no execution or levy and no pledge
      or delivery of Collateral as security therefor) arising out of judgments
      or awards against the Borrower or any of its Subsidiaries with respect to
      which an appeal or proceeding for review is being prosecuted in good faith
      and which judgment or award shall be vacated, discharged, satisfied or
      stayed or bonded pending appeal within 60 days from the entry thereof.

            7.05 Distributions, etc. None of the Credit Parties will, or will
permit any of their


                                       29
<PAGE>

respective Subsidiaries to, authorize, declare or pay any dividends or return
any capital to, its stockholders, partners or members, or authorize or make any
other distribution, payment or delivery of property or cash to its stockholders,
partners or members as such or redeem, retire, purchase or otherwise acquire,
directly or indirectly, for a consideration, any shares of any class of its
capital stock, any partnership interest or any limited liability company
interest (or any warrants for or options or stock appreciation rights in respect
of any of such shares, partnership interests or limited liability company
interests), now or hereafter outstanding, or set aside any funds for any of the
foregoing purposes, and none of the Credit Parties will permit any of their
respective Subsidiaries to purchase or otherwise acquire for consideration any
shares of any class of the capital stock, any partnership interest or any
limited liability company interests of any Credit Party or any such Subsidiary,
as the case may be (or any options or warrants or stock appreciation rights
issued by such Person with respect to its capital stock, partnership interests
or limited liability company interests), now or hereafter outstanding (all of
the foregoing "Distributions"), except that:

            (a) any Subsidiary of Newco may make cash Distributions to Newco or
      any Subsidiary of Newco;

            (b) so long as no Default or Event of Default exists or would result
      therefrom, Newco or any of its Subsidiaries shall be permitted to declare,
      make and pay cash Distributions to its respective shareholders in an
      amount not to exceed the then Cumulative Net Income Amount less the sum of
      (i) the amount of all such Distributions declared, made or paid pursuant
      to this Section 7.05(b) prior to the date of determination and on or after
      January 1, 1995 (other than pursuant to Section 7.05(b)(ii)) plus (ii) the
      amount of all such Distributions made by Newco and/or Holdings pursuant to
      Section 7.05(g); provided, however, that to the extent any non-Wholly-
      Owned Subsidiary of Newco pays a cash Distribution to its shareholders,
      Newco or its respective Subsidiary which owns the equity interest or
      interests in the Subsidiary paying the cash Distribution receives at least
      its proportionate share thereof (based upon its relative holdings of
      equity interest in the Subsidiary paying such cash Distribution and taking
      into account the relative preferences, if any, of the various classes of
      equity interests in such Subsidiary); it being understood that the amount
      of Distributions declared, made or paid to Newco or any of its
      Subsidiaries shall not be counted for purposes of determining whether the
      amount of Distributions have exceeded the Cumulative Net Income Amount;

            (c) Newco or any of its Subsidiaries may declare and make stock
      dividends on its capital stock with the same or a junior class of stock
      with respect to which such stock dividend is being paid;

            (d) Newco or any of its Subsidiaries may repurchase or redeem its
      capital stock solely through the issuance of additional shares of its
      capital stock which is of the same or a junior class of such capital stock
      being repurchased or redeemed;

            (e) so long as no Default or Event of Default exists or would result
      therefrom, Holdings may declare, make and pay Distributions in connection
      with any redemption of


                                       30
<PAGE>

      its Series A Preferred Stock or Series B Preferred Stock occurring on or
      before the Restatement Effective Date;

            (f) so long as no Default or Event of Default exists or would result
      therefrom, Newco or any of its Subsidiaries or Affiliates may declare,
      make and pay Distributions consisting of dividends on preferred securities
      of any Subsidiary or Affiliate of Newco issued in connection with the
      incurrence of Indebtedness permitted by Section 7.06(l); and

            (g) so long as no Event of Default exists or would result therefrom
      Newco and/or Holdings may on or before the Restatement Effective Date
      redeem, retire, repurchase or otherwise acquire up to 27,000,000 shares of
      common stock of Newco and/or Holdings owned by KLM for an aggregate
      consideration not in excess of $1,300,000,000.

            7.06 Indebtedness. None of the Credit Parties will, or will permit
any of their respective Subsidiaries to, contract, create, incur, assume or
suffer to exist any Indebtedness, except:

            (a) Indebtedness incurred pursuant to this Agreement;

            (b) Indebtedness existing on the Restatement Effective Date listed
      on Schedule IV, including any refinancings or renewals thereof, but only
      to the extent that such refinancing or renewal does not increase the
      principal amount of such Indebtedness outstanding immediately prior to
      such refinancing or renewal;

            (c) intercompany Indebtedness among Newco and its Subsidiaries;

            (d) additional unsecured Indebtedness of Newco and its Subsidiaries,
      provided that to the extent the gross proceeds received from incurrences
      thereof after December 15, 1995 (other than any incurrence of any
      unsecured Indebtedness of Newco and its Subsidiaries the proceeds of which
      Indebtedness is applied substantially contemporaneously to refinance the
      outstanding principal amount of, premium, if any, and accrued but unpaid
      interest on, any Indebtedness incurred pursuant to this clause (d) or
      clause (e) below so long as the principal amount of such Indebtedness
      being incurred does not exceed the principal amount of Indebtedness being
      refinanced immediately prior to such refinancing), plus the amount of
      gross proceeds received from incurrences of secured indebtedness pursuant
      to clause (e) below (such gross proceeds being determined in accordance
      with clause (e) below), exceed an amount equal to $600,000,000 (provided
      that for purposes of determining whether the $600,000,000 threshold has
      been exceeded Retired Unsecured Debt shall not be taken into account), an
      amount equal to 50% of the Net Debt Proceeds from all incurrences of
      unsecured Indebtedness after such threshold is exceeded (including 50% of
      the Net Debt Proceeds from the incurrence in which such threshold is
      exceeded but only out of that portion of such gross proceeds which exceeds
      such threshold at such time) shall be applied to repay Revolving Loans and
      reduce Revolving Commitments in accordance with Sections 3.02(b) and
      2.03(b);


                                       31
<PAGE>

            (e) additional secured Indebtedness of Newco and its Subsidiaries,
      provided that to the extent the gross proceeds received from incurrences
      thereof after December 15, 1995 (other than any incurrence of any secured
      Indebtedness of Newco and its Subsidiaries the proceeds of which
      Indebtedness is applied substantially contemporaneously to refinance the
      outstanding principal amount of, premium, if any, and accrued but unpaid
      interest on, any Indebtedness incurred pursuant to clause (d) above or
      this clause (e) so long as the principal amount of such Indebtedness being
      incurred does not exceed the principal amount of Indebtedness being
      refinanced immediately prior to such refinancing), plus the amount of
      gross proceeds received from incurrences of unsecured indebtedness
      pursuant to clause (d) above in excess of $300,000,000 (such gross
      proceeds being determined in accordance with clause (d) above), exceed an
      amount equal to $300,000,000 (provided that for purposes of determining
      whether the $300,000,000 threshold has been exceeded Retired Secured Debt
      shall not be taken into account), an amount equal to 50% of the Net Debt
      Proceeds from all incurrences of secured Indebtedness after such threshold
      is exceeded (including 50% of the Net Debt Proceeds from the incurrence in
      which such threshold is exceeded but only out of that portion of such
      gross proceeds which exceeds such threshold at such time) shall be applied
      to repay Revolving Loans and reduce Revolving Commitments in accordance
      with Sections 3.02(b) and 2.03(b);

            (f) Indebtedness incurred in connection with the financing of the
      Narita Hotel Property and assets related to such hotel, provided that the
      Liens securing such Indebtedness do not encumber any Collateral (or part
      thereof) and the Indebtedness incurred in connection therewith does not
      exceed the appraised value of the Narita Hotel Property;

            (g) secured Indebtedness incurred to finance the acquisition of
      hushkits heretofore or hereafter acquired by the Borrower or any of its
      Subsidiaries or to refinance indebtedness incurred to finance the
      acquisition of hushkits and any other secured Indebtedness incurred to
      finance (or to pre-fund the financing of) the purchase after December 15,
      1995 of aircraft and other assets and any refinancing thereof, provided
      that the Liens securing such Indebtedness do not encumber any Collateral
      (or part thereof) and the Indebtedness incurred in connection therewith
      does not exceed the purchase price of the property being acquired or the
      principal amount of the Indebtedness being refinanced;

            (h) Indebtedness of Newco and its Subsidiaries of the type described
      in clause (v) of the definition of Indebtedness and in clause (iii)
      thereof to the extent relating to Indebtedness of the type described in
      clause (v) of the definition thereof;

            (i) Indebtedness constituting Contingent Obligations of Newco and
      its Subsidiaries with respect to corporations, partnerships or joint
      ventures formed with other airlines to conduct fueling, ticketing,
      terminal operations, aeronautical radio communications, tariff publishing,
      industry trade associations, local cartage and other similar airline
      activities consistent with the Borrower's past business practice, where
      the services provided are generally available to all or substantially all
      of the airlines utilizing the facility served;


                                       32
<PAGE>

            (j) Indebtedness of Newco and its Subsidiaries incurred under and in
      respect of credit enhancement letters of credit or other similar backstop
      liquidity facilities to the extent any such letter of credit or backstop
      liquidity facility, as the case may be, has not been drawn upon, which
      letters of credit and liquidity facilities provide credit support solely
      for the interest portion of Indebtedness incurred by Newco and its
      Subsidiaries and otherwise permitted to be incurred pursuant to this
      Section 7.06;

            (k) Indebtedness of Newco and its Subsidiaries consisting of standby
      letters of credit issued for the account of any Credit Party or any of its
      respective Subsidiaries in the ordinary course of business and
      reimbursement obligations with respect thereto, provided that the
      aggregate amount of such Indebtedness shall not exceed $35,000,000 at any
      one time;

            (l) unsecured Indebtedness of Newco and its Subsidiaries incurred
      directly or indirectly to finance any redemption pursuant to Section
      7.05(e) and any refinancing thereof, provided that (i) any such
      refinancing occurs substantially contemporaneously with payment of the
      Indebtedness being refinanced (or, if not substantially contemporaneously
      with payment of the Indebtedness being refinanced, on or prior to December
      31, 1997) and (ii) no such Indebtedness (other than a refinancing in
      accordance with clause (l)(i)) shall be incurred to finance any portion of
      the redemption price paid in cash with respect to any such redemption;

            (m) unsecured Indebtedness of Newco or any of its Subsidiaries in an
      aggregate original principal amount not in excess of $800,000,000 incurred
      to finance any redemption, retirement, repurchase or acquisition pursuant
      to Section 7.05(g) (and in any event within 90 days after the redemption,
      retirement, repurchase or acquisition being financed) and any refinancing
      thereof that does not increase the outstanding principal amount thereof;

            (n) unsecured Indebtedness of Newco or any of its Subsidiaries in an
      aggregate original principal amount not in excess of $250,000,000 incurred
      to finance any loans, advances or dividends of the nature referred to in
      the proviso to the definition of the term "Distribution" herein (and in
      any event within 180 days after the loan, advance or dividend being
      financed) and any refinancing thereof that does not increase the
      outstanding principal amount thereof;

            (o) additional secured Indebtedness (whether or not constituting
      purchase money Indebtedness) of Newco and its Subsidiaries incurred to
      finance or secured by Boeing 757 aircraft N544US, N545US, N546US, N547US,
      N548US and N549US so long as the principal amount of such Indebtedness
      being incurred does not exceed the fair market value of such aircraft;

            (p) Indebtedness incurred pursuant to the Other Credit Agreement in
      an aggregate principal amount outstanding at any one time not to exceed
      $1,000,000,000 less (i) the amount of Term Loans under, and as defined in,
      the Other Credit Agreement, which are


                                       33
<PAGE>

      repaid after the Original Effective Date and (ii) the amount of permanent
      commitment reductions after the Original Effective Date; and

            (q) Indebtedness consisting of (x) unsecured direct or contingent
      obligations of Newco or any of its Subsidiaries with respect to special
      facilities revenue bonds issued for the benefit of Newco or any of its
      Subsidiaries or (y) unsecured direct or contingent obligations of Newco or
      any of its Subsidiaries with respect to general airport revenue bonds to
      the extent of the portion of the proceeds thereof used for improvements to
      the leased premises of Newco or any of its Subsidiaries at the related
      airport, provided that such Indebtedness (a) is Permitted Municipal
      Indebtedness or (b) if not Permitted Municipal Indebtedness, does not
      exceed $80,000,000 in the aggregate at any time outstanding.

            7.07 Transactions with Affiliates. None of the Credit Parties will,
or will permit any of their respective Subsidiaries to, enter into any
transaction or series of related transactions with any Affiliate of any Credit
Party or any of their respective Subsidiaries, other than on terms and
conditions substantially as favorable to such Credit Party or such Subsidiary as
would reasonably be obtained by such Credit Party or such Subsidiary at that
time in a comparable arm's-length transaction with a Person other than an
Affiliate, provided that the foregoing restrictions shall not apply to (a)
customary fees paid to members of the Board of Directors of Newco and its
Subsidiaries, (b) Distributions permitted by Section 7.05 and (c) Indebtedness
permitted by Section 7.06(l).

            7.08 Consolidated Indebtedness to Consolidated EBITDAR. Newco will
not permit the ratio of Consolidated Indebtedness as of the last day of any
fiscal quarter to Consolidated EBITDAR for the period of four consecutive fiscal
quarters ended on the last day of such fiscal quarter, to be greater than
6.0:1.0.

            7.09 Consolidated EBITDAR to Consolidated Fixed Charges. Newco will
not permit the ratio of Consolidated EBITDAR to Consolidated Fixed Charges for
any period of four consecutive fiscal quarters ended on the last day of any
fiscal quarter, to be less than 1.5:1.0.

            7.10 ERISA. None of the Credit Parties will, or will permit any of
their respective Subsidiaries or its ERISA Affiliates to:

            (i) engage in any transaction in connection with which Newco or any
      of its ERISA Affiliates could be subject to either a tax imposed by
      Section 4975(a) of the Code or the corresponding civil penalty assessed
      pursuant to Section 502(i) of ERISA, which penalties and taxes for all
      such transactions could be in an aggregate amount in excess of $2,500,000;

            (ii) permit to exist any accumulated funding deficiency, for which a
      waiver has not been obtained from the Internal Revenue Service, with
      respect to any Pension Plan in an aggregate amount greater than
      $5,000,000; or


                                       34
<PAGE>

            (iii) permit to exist any failure to make contributions or any
      unfunded benefits liability which creates, or with the passage of time
      would create, a statutory lien or requirement to provide security under
      ERISA or the Code in favor of the PBGC or any Pension Plan, Multiemployer
      Plan or other entity in an aggregate amount in excess of $5,000,000.

            7.11 LAX TWO CORP. At any time when Newco directly or indirectly
owns more than 50% of the outstanding Voting Stock of LAX Two, Newco will not
permit LAX Two or any of its Subsidiaries to engage in any business other than
the business engaged in by LAX Two and its Subsidiaries as of December 15, 1995
or to change LAX Two's status as a non-profit corporation to a for-profit
corporation.

            7.12 Other Credit Agreement; Bridge Debt Agreement. (a) The Borrower
will not voluntarily reduce or terminate any loan commitments under the Other
Credit Agreement.

            (b) The Borrower will not voluntarily repay any outstanding loans
under the Other Credit Agreement, at any time when any Revolving Loans are
outstanding hereunder and the Borrower will not voluntarily repay any
outstanding loans under the Bridge Debt Agreement at any time when any Revolving
Loans are outstanding hereunder or there shall exist any Revolving Loan
Commitments; provided, however, that the Borrower may voluntarily repay
outstanding loans under the Bridge Debt Agreement with the proceeds of any
financing secured by the aircraft to which such Bridge Debt Agreement relates
and which financing has an average life of not less than five (5) years.

            (c) The Borrower will not amend the Other Credit Agreement or the
"Credit Documents" (as such term is defined in the Other Credit Agreement);
provided, however, that the Borrower shall be permitted to enter into the Fifth
Amendment to the First Credit Agreement and the Sixth Amendment to the First
Credit Agreement.

            SECTION 8. Events of Default. Upon the occurrence of any of the
following specified events (each, an "Event of Default"):

            8.01 Payments. The Borrower shall (i) default in the payment when
due of any principal of any Revolving Loan or any Revolving Note or (ii)
default, and such default shall continue unremedied for five or more Business
Days, in the payment when due of any interest on any Revolving Loan or Revolving
Note, or any Fees or any other amounts owing hereunder or thereunder, provided
that, in the case of this clause (ii), the Administrative Agent shall have
informed the Borrower of the amount owing; or

            8.02 Representations, etc. Any representation, warranty or statement
made by any Credit Party herein or in any other Credit Document or in any
certificate delivered pursuant hereto or thereto shall prove to be untrue in any
material respect on the date as of which made or deemed made, and such default
shall continue unremedied for a period of 30 days after written notice to the
Borrower by the Administrative Agent or the Required Banks; or


                                       35
<PAGE>

            8.03 Covenants. Any Credit Party shall (i) default in any material
respect in the due performance or observance by it of any term, covenant or
agreement contained in Section 7.02, 7.03 or 7.05 or (ii) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 7.08 or 7.09 and such default shall continue unremedied for a period of
15 days after written notice to the Borrower by the Administrative Agent or the
Required Banks or (iii) default in any material respect in the due performance
or observance by it of any other term, covenant or agreement contained in this
Agreement (other than as described in Section 8.01, 8.03(i) or 8.03(ii)), and
such default shall continue unremedied for a period of 30 days after written
notice to the Borrower by the Administrative Agent or the Required Banks; or

            8.04 Default Under Other Agreements. (a) Any Credit Party or any of
its Subsidiaries shall (i) default in any payment of any Indebtedness (other
than the Obligations) which default is in excess of $10,000,000 beyond the
period of grace (not to exceed 10 days), if any, provided in the instrument or
agreement under which such Indebtedness was created or (ii) default in the
observance or performance of any agreement or condition relating to any
Indebtedness (other than the Obligations) if such Indebtedness is in excess of
$25,000,000 in the case of any one issue of Indebtedness or in excess of
$50,000,000 in the case of all such Indebtedness when aggregated with all Lease
claims described in clause (c)(ii) or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause, any such Indebtedness to
become due prior to its stated maturity; or (b) any Indebtedness (other than the
Obligations), individually in excess of $25,000,000, or in the aggregate in
excess of $50,000,000 (when aggregated with all Lease claims described in clause
(c)(ii)), of any Credit Party or any of its Subsidiaries shall be declared to be
due and payable, or required to be prepaid other than by a regularly scheduled
required prepayment, prior to the stated maturity thereof; or (c) any Credit
Party or any of its Subsidiaries shall default in the observance or performance
of any agreement or condition relating to any Lease if (i) the default is with
respect to any payment in excess of $10,000,000 beyond the period of grace (not
to exceed 10 days), if any, provided in the Lease or (ii) the effect of such
default is to give the lessor pursuant to such Lease a claim against any Credit
Party (after deducting from such claim the value of the property subject to such
Lease) in excess of $25,000,000 in the case of any one Lease or in excess of
$50,000,000 in the case of all Leases and all Indebtedness described in clause
(a)(ii) or (b) of this Section 8.04; or

            8.05 Bankruptcy, etc. The Borrower or any Guarantor (each a
"Designated Party") shall commence a voluntary case concerning itself under
Title 11 of the United States Code entitled "Bankruptcy", as now or hereafter in
effect, or any successor thereto (the "Bankruptcy Code"); or an involuntary case
is commenced against a Designated Party and the petition is not controverted
within 10 days after service of notice of such case on such Designated Party, or
is not dismissed within 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 a Designated Party; or a Designated Party
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 a
Designated Party; or there is commenced against a Designated Party any such
proceeding which


                                       36
<PAGE>

remains undismissed for a period of 60 days; or a Designated Party is
adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or a Designated Party 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 60 days; or a
Designated Party makes a general assignment for the benefit of creditors; or any
corporate action is taken by a Designated Party for the purpose of effecting any
of the foregoing; or

            8.06 ERISA. (i) Any "reportable event" as described in Section 4043
of ERISA or the regulations thereunder (excluding those events for which the
requirement for notice has been waived by the PBGC), or any other event or
condition, which the Required Banks determine constitutes reasonable grounds
under Section 4042 of ERISA for the termination of any Pension Plan by the PBGC
or for the appointment by the appropriate United States District Court of a
trustee to administer or liquidate any Pension Plan shall have occurred; or

            (ii) A trustee shall be appointed by a United States District Court
to administer any Pension Plan; or

            (iii) The PBGC shall institute proceedings to terminate any Pension
Plan or to appoint a trustee to administer any Pension Plan; or

            (iv) Newco or any of its ERISA Affiliates shall become liable to the
PBGC or any other party under Section 4062, 4063 or 4064 of ERISA with respect
to any Pension Plan; or

            (v) Newco or any of its ERISA Affiliates shall become liable to any
Multiemployer Plan under Section 4201 et seq. of ERISA; or

            (vi) Any Pension Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof or a waiver of such standard
or extension of any amortization period is sought or granted under Section 412
of the Code; or

            (vii) A contribution required to be made to a Pension Plan or a
Multiemployer Plan has not been timely made; or

            (viii) Any Credit Party or any Subsidiary of Newco or any ERISA
Affiliate has incurred or is likely to incur a liability to or on account of a
Plan under Section 502(i), or 502(l) of ERISA or Section 4975 of the Code; or

            (ix) Any Credit Party or any Subsidiary of any Credit Party has
incurred or is likely to incur liabilities pursuant to one or more employee
welfare benefit plans (as defined in Section 3(1) of ERISA) that provide
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) or employee pension benefit plans (as defined in
Section 3(2) of ERISA) other than Pension Plans;

if as of the date thereof or any subsequent date, the sum of each Credit Party's
and its ERISA Affiliates' various liabilities (such liabilities to include,
without limitation, any liability to the PBGC or to any other party under
Section 4062, 4063 or 4064 of ERISA with respect to any Pension Plan, or to any
Multiemployer Plan under Section 4201 et seq. of ERISA, and to be


                                       37
<PAGE>

calculated after giving effect to the tax consequences thereof) as a result of
such events listed in subclauses (i) through (ix) above exceeds $100,000,000; or

            8.07 Judgments. One or more judgments or decrees shall be entered
against any Credit Party or any of its Subsidiaries involving a liability of
$25,000,000 or more in the case of any one such judgment or decree or
$50,000,000 or more in the aggregate for all such judgments and decrees (in each
case to the extent not paid or fully covered by insurance provided by a carrier
that has acknowledged coverage) and any such judgments or decrees shall not have
been vacated, discharged, satisfied or stayed or bonded pending appeal within 60
days from the entry thereof; or

            8.08 Guaranty. The Guaranty or any provision thereof shall cease to
be in full force or effect, or any Guarantor or any Person acting by or on
behalf of such Guarantor shall deny or disaffirm such Guarantor's obligations
under the Guaranty or any Guarantor shall default in any material respect in the
due performance or observance of any term, covenant or agreement on its part to
be performed or observed pursuant to the Guaranty; or

            8.09 Security Documents. The Route Security Agreement shall cease to
be in full force and effect or shall cease to give the Collateral Agent for the
benefit of the Secured Creditors the Liens, rights, powers and privileges
purported to be created thereby (including, without limitation, in all cases, a
perfected security interest in, and Lien on, all of the Collateral), in favor of
the Collateral Agent, superior to and prior to the rights of all third Persons
(except for Permitted Liens), or any Credit Party shall default in any material
respect in the due performance or observance of any term, covenant or agreement
on its part to be performed or observed pursuant to the Route Security Agreement
and such default shall continue beyond any grace period specifically applicable
thereto pursuant to the terms of the Route Security Agreement;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Banks, by written notice to Newco and the Borrower, take
any or all of the following actions, without prejudice to the rights of the
Administrative Agent or any Bank to enforce its claims against the Borrower,
except as otherwise specifically provided for in this Agreement (provided that
if an Event of Default specified in Section 8.05 shall occur with respect to the
Borrower, the result which would occur upon the giving of written notice by the
Administrative Agent as specified in clauses (i) and (ii) below shall occur
automatically without the giving of any such notice): (i) declare the Total
Revolving Loan Commitment terminated, whereupon the Revolving Loan Commitment of
each Bank shall forthwith terminate immediately and all Fees theretofore accrued
shall forthwith become due and payable without any other notice of any kind;
(ii) declare the principal of and any accrued interest in respect of all
Revolving Loans and the Revolving Notes and all Obligations owing hereunder and
thereunder to be, whereupon the same shall become, forthwith due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by each Credit Party; and (iii) enforce, as Collateral Agent,
any or all of the Liens and security interests created pursuant to the Route
Security Agreement.

            SECTION 9. Definitions and Accounting Terms.


                                       38
<PAGE>

            9.01 Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

            "Acknowledgment and Amendment" shall mean an Acknowledgment and
Amendment in the form of Exhibit G hereto.

            "Adjusted Certificate of Deposit Rate" shall mean, on any day, the
sum (rounded to the nearest 1/100 of 1%) of (1) the rate obtained by dividing
(x) the most recent weekly average dealer offering rate for negotiable
certificates of deposit with a three-month maturity in the secondary market as
published in the most recent Federal Reserve System publication entitled "Select
Interest Rates", published weekly on Form H.15 as of the date hereof, or if such
publication or a substitute containing the foregoing rate information shall not
be published by the Federal Reserve System for any week, the weekly average
offering rate determined by the Administrative Agent on the basis of quotations
for such certificates received by it from three certificate of deposit dealers
in New York of recognized standing or, if such quotations are unavailable, then
on the basis of other sources reasonably selected by the Administrative Agent,
by (y) a percentage equal to 100% minus the stated maximum rate of all reserve
requirements as specified in Regulation D of the Board of Governors of the
Federal Reserve System applicable on such day to a three-month certificate of
deposit of a member bank of the Federal Reserve System in excess of $100,000
(including, without limitation, any marginal, emergency, supplemental, special
or other reserves), plus (2) the then daily net annual assessment rate
(expressed as a percentage) as estimated by the Administrative Agent for
determining the current annual assessment payable by the Administrative Agent to
the Federal Deposit Insurance Corporation for insuring three-month certificates
of deposit.

            "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person; provided, however, that for purposes of
Section 7.07, an Affiliate of Newco shall, in any event, include any Person that
directly or indirectly owns more than 5% of the Voting Stock of Newco and any
officer or director of Newco or any such Person. A Person shall be deemed to
control another Person if such Person possesses, directly or indirectly, the
power to direct or cause the direction of the management and policies of such
other Person, whether through the ownership of Voting Stock, by contract or
otherwise.

            "Agents" shall mean each of the Administrative Agent, the
Syndication Agent, the Compliance Agent, the Documentation Agent and the Lead
Arrangers.

            "Agreement" shall mean this Credit Agreement, as modified,
supplemented or amended from time to time.

            "Air Partners" shall mean Air Partners, L.P., a Texas limited
partnership.

            "Appraisal" shall mean an appraisal, dated the date of delivery
thereof to the Banks pursuant to the terms of this Agreement, by an independent
appraisal firm satisfactory, at the time of such Appraisal, to the Borrower, the
Administrative Agent and the Syndication Agent setting


                                       39
<PAGE>

forth both the fair market value and the orderly liquidation value of the
Collateral as of the date of such appraisal.

            "Appraised Value" shall mean as of any date of determination each of
the aggregate "fair market value" and aggregate "orderly liquidation value" as
of such date of each asset constituting Collateral as provided in the most
recently delivered Appraisal.

            "Assignment and Assumption Agreement" shall mean an Assignment and
Assumption Agreement substantially in the form of Exhibit F (appropriately
completed).

            "Authorized Officer" of any Credit Party shall mean the Chief
Executive Officer, the Chief Financial Officer or any Vice President and above
who reports directly or indirectly to the Chief Financial Officer.

            "Bank" shall have the meaning provided in the first paragraph of
this Agreement.

            "Bankruptcy Code" shall have the meaning provided in Section 8.05.

            "Base Rate" at any time shall mean the higher of (i) 1/2 of 1% in
excess of the Adjusted Certificate of Deposit Rate and (ii) the Prime Lending
Rate.

            "Base Rate Loan" shall mean each Revolving Loan designated or deemed
designated as such by the Borrower at the time of the incurrence thereof or
conversion thereto.

            "Borrower" shall have the meaning provided in the first paragraph of
this Agreement.

            "Borrowing" shall mean the borrowing of one Type of Revolving Loans
from all the Banks on a given date (or resulting from a conversion or
conversions on such date or resulting from a selection of an Interest Period or
Interest Periods on such date) having in the case of Eurodollar Loans the same
Interest Period, provided that Base Rate Loans incurred pursuant to Section
1.10(b) shall be considered part of the related Borrowing of Eurodollar Loans.

            "Bridge Debt Agreement" shall mean the Amended and Restated Credit
Agreement dated as of October 11, 1996, among the Borrower, the lenders from
time to time party thereto, ABN Amro Bank N.V., as Documentation Agent, Bankers
Trust Company, as Administrative Agent, and Chase Securities Inc., as
Syndication Agent.

            "Business Day" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day except Saturday, Sunday and any day which shall be
in Minneapolis, Minnesota or New York City a legal holiday or a day on which
banking institutions are authorized or required by law or other government
action to close and (ii) with respect to all notices and determinations in
connection with, and payments of principal and interest on, Eurodollar Loans,
any day which is a Business Day described in clause (i) above and which is also
a day for trading by and between banks in the interbank Eurodollar market.


                                       40
<PAGE>

            "Capitalized Lease Obligations" of any Person shall mean all rental
obligations which, under GAAP, are or will be required to be capitalized on the
books of such Person, in each case taken at the amount thereof accounted for as
indebtedness in accordance with GAAP.

            "Certificated Air Carrier" shall mean a Citizen of the United States
holding a carrier operating certificate issued by the Secretary of
Transportation pursuant to Chapter 447 of Title 49, United States Code, for
aircraft capable of carrying ten or more individuals or 6,000 pounds or more of
cargo.

            "Citizen of the United States" shall have the meaning provided in
Section 40102(a)(15) of Title 49 of the United States Code.

            "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and the rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the date of this
Agreement, and to any subsequent provision of the Code, amendatory thereof,
supplemental thereto or substituted therefor.

            "Collateral" shall mean all of the "Collateral" as defined in the
Route Security Agreement.

            "Collateral Agent" shall mean the Administrative Agent acting as
collateral agent for the Secured Creditors pursuant to the Route Security
Agreement.

            "Commitment Fee" shall have the meaning provided in Section 2.01(a).

            "Compliance Agent" shall have the meaning provided in the first
paragraph of this Agreement.

            "Consolidated EBITDAR" shall mean, for any period, the consolidated
operating income of Newco and its Subsidiaries for such period plus (i)
consolidated aircraft operating rental expenses of Newco and its Subsidiaries
for such period plus (ii) amortization and depreciation that were deducted in
arriving at the amount of such consolidated operating income for such period
plus (iii) interest income of Newco and its Subsidiaries during such period, all
as determined on a consolidated basis in accordance with GAAP, plus (iv) the
following amount for each of the following periods:

--------------------------------------------------------------------------------
                                  Period Amount
--------------------------------------------------------------------------------
Second Quarter 1998                   $45,000,000
--------------------------------------------------------------------------------
Third Quarter 1998                   $672,000,000
--------------------------------------------------------------------------------
Fourth Quarter 1998      an amount equal to the lesser of (x) the sum of the
                         publicly announced costs relating to the strike by the
                         Northwest Air Line Pilots Association plus
                         out-of-period labor costs associated with the
                         settlement of such strike
--------------------------------------------------------------------------------


                                       41
<PAGE>

--------------------------------------------------------------------------------
                         for the fourth quarter of 1998 and (y) $378,000,000
--------------------------------------------------------------------------------
First Quarter 1999       an amount equal to the lesser of (x) the sum of the
                         publicly announced costs relating to the strike by the
                         Northwest Air Line Pilots Association plus
                         out-of-period labor costs associated with the
                         settlement of such strike for the first quarter of 1999
                         and (y) $75,000,000
--------------------------------------------------------------------------------

            "Consolidated Fixed Charges" shall mean, for any period, the total
consolidated interest expense of Newco and its Subsidiaries for such period
(calculated without regard to any limitations on the payment thereof, but
excluding all interest expense in connection with any Distribution permitted by
Section 7.05(f) and all interest expense in connection with Indebtedness
permitted by Section 7.06(l) except any such Indebtedness incurred by the
Borrower or any of its Subsidiaries which is not subordinated to the
Obligations) plus, without duplication, that portion of Capitalized Lease
Obligations of Newco and its Subsidiaries representing the interest factor for
such period, plus the total consolidated aircraft operating rental expenses of
Newco and its Subsidiaries for such period.

            "Consolidated Indebtedness" shall mean, at any time, the sum of (i)
the aggregate outstanding principal amount of all Indebtedness (including,
without limitation, the current portion thereof, but excluding (1) all
Indebtedness of the type set forth in clause (v) of the definition of
Indebtedness, (2) all Indebtedness of the type set forth in clause (iii) of the
definition of Indebtedness to the extent relating to Indebtedness of the type
described in clause (v) of the definition thereof, (3) all Identified
Indebtedness, and (4) all Indebtedness permitted by Section 7.06(l) except any
such Indebtedness incurred by the Borrower or any of its Subsidiaries which is
not subordinated to the Obligations) and the principal component of Capitalized
Lease Obligations of Newco and its Subsidiaries plus (ii) the capitalized
aircraft operating lease obligations of Newco and its Subsidiaries (calculated
at any time of determination as the product of (x) seven and (y) the aircraft
operating rental expense of Newco and its Subsidiaries for the four fiscal
quarters immediately preceding the date of determination).

            "Consolidated Net Income" shall mean, for any period, net after tax
income of Newco and its Subsidiaries determined on a consolidated basis in
accordance with GAAP.

            "Continental" shall mean Continental Airlines, Inc., a Delaware
corporation.

            "Contingent Obligation" shall mean, as to any Person, any obligation
of such Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other Person
(other than Newco or any of its Subsidiaries) (the "primary obligor") in any
manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent, (i) to purchase any


                                       42
<PAGE>

such primary obligation or any property constituting direct or indirect security
therefor, (ii) to advance or supply funds (x) for the purchase or payment of any
such primary obligation or (y) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the holder of such primary obligation
against loss in respect thereof; provided, however, that the term Contingent
Obligation shall not include endorsements of instruments for deposit or
collection in the ordinary course of business. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the primary obligation in respect of which such Contingent Obligation
is made (or, if less, the maximum amount of such primary obligation for which
such Person may be liable pursuant to the terms of the instrument evidencing
such Contingent Obligation) or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined by such Person in good faith.

            "Continuing Bank" shall mean each Existing Bank with a Revolving
Loan Commitment under this Agreement (immediately after giving effect to the
Restatement Effective Date).

            "Coverage Tests" shall have the meaning provided in Section
4A.11(b).

            "Credit Documents" shall mean this Agreement (including the Guaranty
herein), the Revolving Notes, the Route Security Agreement and the
Acknowledgment and Amendment.

            "Credit Event" shall mean the making of any Revolving Loan.

            "Credit Party" shall mean Newco, Holdings, NWA and the Borrower,
except that Newco shall not be deemed to be a Credit Party for purposes of
Sections 5.09, 6.07 or 7.10 or for purposes of the definitions of "Pension Plan"
and "Termination Event" herein.

            "Cumulative Net Income Amount" shall mean on any date of
determination, an amount equal to 50% of Consolidated Net Income (determined on
a cumulative basis) for the period commencing on January 1, 1995 and ending on
the date of determination.

            "Default" shall mean any event, act or condition which with notice
or lapse of time, or both, would constitute an Event of Default.

            "Designated Party" shall have the meaning provided in Section 8.05.

            "Distribution" shall have the meaning provided in Section 7.05,
provided that loans, advances or dividends by Holdings or any of its
Subsidiaries in an aggregate amount not in excess of $400,000,000 to Newco the
proceeds of which are used to acquire, directly or indirectly, shares of capital
stock of Continental shall be deemed not to be Distributions for all purposes of
this Agreement.


                                       43
<PAGE>

            "Documentation Agent" shall have the meaning provided in the first
paragraph of this Agreement.

            "Dollars" and the sign "$" shall each mean freely transferable
lawful money of the United States.

            "Eligible Transferee" shall mean and include a commercial bank,
financial institution or other "accredited investor" (as defined in Regulation D
of the Securities Act) other than an airline, a commercial air carrier, an air
freight forwarder, an entity engaged in the business of parcel transport by air
or other similar Person or a corporation or other entity controlling, controlled
by or under common control with such an airline, commercial air carrier, air
freight forwarder, entity engaged in the business of parcel transport by air or
other similar Person.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time and the regulations promulgated and rulings
issued thereunder. Section references to ERISA are to ERISA, as in effect at the
date of this Agreement, and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

            "ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with Newco or any of its Subsidiaries would be deemed
to be a "single employer" within the meaning of Section 414(b), (c), (m) or (o)
of the Code, provided that in no event shall Air Partners or any of its
Subsidiaries or Continental or any of its Subsidiaries be deemed to be ERISA
Affiliates for any purpose.

            "Eurodollar Loan" shall mean each Revolving Loan designated as such
by the Borrower at the time of the incurrence thereof or conversion thereto.

            "Eurodollar Rate" shall mean, at the option of the Borrower, (a) (i)
the rate determined by the Administrative Agent to be the arithmetic average of
the offered quotation to first-class banks in the interbank Eurodollar market by
each Reference Bank for Dollar deposits of amounts in immediately available
funds comparable to the outstanding principal amount of the Eurodollar Loan of
such Reference Bank with maturities comparable to the Interest Period applicable
to such Eurodollar Loan commencing two Business Days thereafter as of 10:00 A.M.
(New York time) on the date which is two Business Days prior to the commencement
of such Interest Period, divided (and rounded off to the nearest 1/16 of 1%) by
(ii) a percentage equal to 100% minus the then stated maximum rate of all
reserve requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves required by applicable law) applicable
to any member bank of the Federal Reserve System in respect of Eurocurrency
liabilities as defined in Regulation D of the Board of Governors of the Federal
Reserve System (or any successor category of liabilities under Regulation D),
provided that if one or more of the Reference Banks fails to provide the
Administrative Agent with its aforesaid rate, then the Eurodollar Rate shall be
determined based on the rate or rates provided to the Administrative Agent by
the other Reference Bank or Banks, or (b) the arithmetic average of the offered
rates for deposits in Dollars for the applicable


                                       44
<PAGE>

Interest Period (or the period closest to such applicable Interest Period) which
appear on the Reuters Screen LIBO Page as of 10:00 A.M. (New York time) on the
date which is two Business Days prior to the commencement of such Interest
Period.

            "Event of Default" shall have the meaning provided in Section 8.

            "Event of Loss", with respect to a Route, shall mean the loss by the
Borrower of the right to use such Route.

            "Existing Banks" shall mean each Person that was a "Bank" under, and
as defined in, the Existing Credit Agreement.

            "Existing Credit Agreement" shall have the meaning provided in the
first recital to this Agreement.

            "Existing Revolving Loans" shall mean the "Revolving Loans" under,
and as defined in, the Existing Credit Agreement.

            "Express Air I" shall mean Express Airlines I, Inc., a Georgia
corporation, and Phoenix Airline Services, Inc., a Georgia corporation.

            "FAA" means the United States Federal Aviation Administration and
any agency or instrumentality of the United States government succeeding to its
functions.

            "Federal Aviation Act" shall mean the Federal Aviation Act of 1958,
as amended and recodified in Title 49, United States Code, or any similar
legislation of the United States to supersede, amend or supplement such Act and
the rules and regulations promulgated thereunder.

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

            "Fees" shall mean all amounts payable pursuant to or referred to in
Section 2.01.

            "Fifth Amendment to the First Credit Agreement" shall have the
meaning provided in the First Amendment to the Amended and Restated Second
Credit Agreement, dated as of October 29, 1999 by and among the parties thereto.

            "Financial Outlook" shall have the meaning provided in Section
5.05(b).

            "GAAP" shall have the meaning provided in Section 11.07(a).

            "Guarantor" shall mean each of Newco, Holdings and NWA.


                                       45
<PAGE>

            "Guaranty" shall mean the guaranty of Newco, Holdings and NWA
pursuant to Section 12.

            "Hedging Obligations" shall mean, as to any Person, all obligations
and liabilities of such Person under any Interest Rate Protection Agreement,
which are payable upon the termination of such agreement.

            "Holdings" shall have the meaning provided in the first paragraph of
this Agreement.

            "Identified Indebtedness" shall mean and include (i) Contingent
Obligations incurred pursuant to Section 7.06(i), (ii) Indebtedness incurred
pursuant to Section 7.06(q), (iii) Contingent Obligations of NATC for the
benefit of a third party in respect of its space lease in Grand Forks, North
Dakota, provided the maximum aggregate liability of NATC in respect of all such
Contingent Obligations shall not exceed $2,500,000, (iv) Indebtedness of the
type described in clause (iii) of the definition thereof in connection with the
Borrower's pledge of its receivables generated through the Scheduled Airline
Traffic Office to secure Indebtedness incurred by the Scheduled Airline Traffic
Office, the proceeds of which are advanced to the Borrower on a non-recourse
basis (other than such pledged receivables) and (v) Indebtedness incurred
pursuant to Section 7.06(j) but only to the extent that such credit enhancement
letters of credit or backstop liquidity facilities referred to therein are not
drawn upon.

            "Indebtedness" shall mean, as to any Person, without duplication,
(i) all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property or
services but excluding trade accounts payable and accrued expenses incurred in
the ordinary course of business, (ii) the maximum amount available to be drawn
under all letters of credit issued for the account of such Person and all unpaid
drawings in respect of such letters of credit, (iii) all Indebtedness of the
types described in clause (i), (ii), (iv), (v), (vi) or (vii) of this definition
secured by any Lien on any property owned by such Person, whether or not such
Indebtedness has been assumed by such Person (to the extent of the value of the
respective property), (iv) Capitalized Lease Obligations, (v) all obligations of
such person to pay a specified purchase price for goods or services, whether or
not delivered or accepted, i.e., take-or-pay and similar obligations, (vi) all
Contingent Obligations of such Person and (vii) all Hedging Obligations under
any Interest Rate Protection Agreement; provided, however, that neither (a) the
Japanese Land Financing Obligations nor (b) any obligations of Newco and/or
Holdings to repurchase shares of its common stock owned by KLM to the extent
such repurchase would be permitted in accordance with Section 7.05(g) shall
constitute Indebtedness.

            "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

            "Interest Period" shall have the meaning provided in Section 1.09.


                                       46
<PAGE>

            "Interest Rate Protection Agreement" shall mean any interest rate
swap agreement, interest rate cap agreement, interest collar agreement, interest
rate hedging agreement or other similar agreement or arrangement.

            "Japanese Land Financing Obligations" shall mean all obligations of
the Borrower under that certain Second Amended and Restated Loan Agreement,
dated as of September 30, 1995, between the Borrower and Konan City Planning
Co., Ltd., but only to the extent that such obligations are non-recourse with
respect to all Credit Parties and their Subsidiaries and are secured solely by
the following real property: (i) the Azabu property, (ii) the Kamiya-cho
property and (iii) the Sarugaku-cho property.

            "KLM" shall mean Koninklijke Luchtvaart Maatschappij N.V., a
Netherlands corporation.

            "LAX Two" shall mean LAX TWO CORP., a non-profit California mutual
benefit corporation.

            "Lead Arrangers" shall have the meaning provided in the first
paragraph of this Agreement.

            "Lease" shall mean any operating lease entered into by any Credit
Party or any of its Subsidiaries as lessee thereunder.

            "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
security deposit arrangement, encumbrance, lien (statutory or other) or other
security agreement or lien of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement, any
financing or similar statement or notice filed under the UCC or any other
similar recording or notice statute, and any capital lease having substantially
the same economic effect as any of the foregoing).

            "Margin Stock" shall have the meaning provided in Regulation U of
the Board of Governors of the Federal Reserve System.

            "Moody's" shall mean Moody's Investors Service, Inc., or any
successor corporation thereto.

            "Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA with respect to which the Borrower or any of its
ERISA Affiliates is an "employer" as defined in Section 3(5) of ERISA.

            "Narita Hotel Property" shall mean the Narita International Hotel
and the "Flight Kitchen" located on the property on which such hotel is located.

            "NATC" shall mean Northwest Aerospace Training Corporation, a
Delaware corporation.


                                       47
<PAGE>

            "Net Debt Proceeds" shall mean for any incurrence of Indebtedness,
the gross proceeds of such incurrence, net of (i) underwriting discounts and
commissions and other fees and costs associated therewith, (ii) any taxes
(including income taxes) currently paid or payable in the year of incurrence or
the following year as a result of such incurrence and (iii) in the case of the
incurrence of any such Indebtedness in connection with the substantially
contemporaneous refinancing of other Indebtedness, the aggregate amount of the
outstanding principal amount of, premium, if any, and accrued but unpaid
interest on, such other Indebtedness being refinanced with the proceeds of such
Indebtedness.

            "Net Sale Proceeds" shall mean for any sale, lease, transfer or
other disposition of assets, the face amount of any promissory note, receivable
or other deferred payment and the gross cash proceeds plus the fair market value
of any other property received by Newco or any of its Subsidiaries from such
sale, lease, transfer or other disposition, net of reasonable transaction costs,
the payment of the outstanding principal amount of, premium, if any, and
interest on any Indebtedness (other than the Obligations) securing the assets
being sold and required to be repaid as a result thereof and the estimated
marginal increase in income taxes which will be payable by Newco's consolidated
group with respect to the fiscal year in which the sale occurs as a result of
such sale.

            "New Banks" shall mean and include each of the Persons listed on
Schedule I which is designated as a New Bank.

            "Newco" shall have the meaning provided in the preamble to this
Agreement.

            "Non-Continuing Bank" shall have the meaning provided in Section
11.18.

            "Notice of Borrowing" shall have the meaning provided in Section
1.03(a).

            "Notice of Conversion" shall have the meaning provided in Section
1.06.

            "Notice Office" shall mean the office of the Administrative Agent
located at One Chase Manhattan Plaza, New York, New York 10081, Attention: Jesus
Sang, Loan and Agency Services Group, 8th Floor, Facsimile: (212) 552-5650, or
such other office as the Administrative Agent may hereafter designate in writing
as such to the other parties hereto.

            "NWA" shall have the meaning provided in the first paragraph of this
Agreement.

            "Obligations" shall mean all amounts owing to any Agent or any Bank
pursuant to the terms of this Agreement or any other Credit Document.

            "Original Effective Date" shall mean the Effective Date under, and
as defined in, the Existing Credit Agreement.

            "Other Credit Agreement" shall mean the Credit Agreement among
Newco, Holdings, NWA, the Borrower, the lenders from time to time party thereto,
ABN Amro Bank N.V. as Compliance Agent, Bankers Trust Company as Administrative
Agent, Chase Securities Inc. as Syndication Agent, Citibank N.A. as
Documentation Agent, and National Westminster


                                       48
<PAGE>

Bank plc and U.S. Bank National Association (f/k/a First Bank National
Association) as Agents, dated as of December 15, 1995, as amended and restated
as of October 16, 1996, as further amended and restated as of December 29, 1997,
and as amended as of January 23, 1998, May 12, 1998, November 12, 1998, January
27, 1999 and October 29, 1999.

            "Payment Office" shall mean the office of the Administrative Agent
located at One Chase Manhattan Plaza, New York, New York 10081, Attention: Jesus
Sang, Loan and Agency Services Group, 8th Floor, Facsimile: (212) 552-5650, or
such other office as the Administrative Agent may hereafter designate in writing
as such to the other parties hereto.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

            "Pension Plan" means any plan (other than a Multiemployer Plan)
described in Section 4021(a) of ERISA, and not excluded pursuant to Section
4021(b) of ERISA, with respect to which any Credit Party or any of its ERISA
Affiliates is a "contributing sponsor" as defined in Section 4001(a)(13) of
ERISA and each such plan for the five year period immediately following the last
date on which the Borrower or any of its ERISA Affiliates contributed or had an
obligation to contribute to such plan.

            "Percentage" of any Bank at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Revolving Loan
Commitment of such Bank at such time and the denominator of which is the Total
Revolving Loan Commitment at such time, provided that if the Percentage of any
Bank is to be determined after the Total Revolving Loan Commitment has been
terminated, then the Percentages of the Banks shall be determined immediately
prior (and without giving effect) to such termination.

            "Permitted Liens" shall have the meaning set forth in Section 7.04
hereof.

            "Permitted Municipal Indebtedness" shall mean and include
      indebtedness of the nature described in Section 7.06(q) incurred in
      connection with:

            (a) $15,235,000 Charter County of Wayne, Michigan Special Airport
      Facilities Revenue Bonds (Northwest Airlines, Inc. Facilities) Series
      1999;

            (b) $32,795,000 New York City Industrial Development Agency Special
      Facility Revenue Bonds (1997 Northwest Airlines, Inc. Project);

            (c) $84,305,000 Charter County of Wayne, Michigan Special Airport
      Facilities Revenue Refunding Bonds (Northwest Airlines, Inc. Facilities)
      Series 1995;

            (d) up to $50,000,000 of revenue bonds issued to finance
      improvements to be made at Memphis International Airport;


                                       49
<PAGE>

            (e) up to $130,000,000 of revenue bonds issued to finance
      improvements to be made at Minneapolis/St.Paul International Airport; and

            (f) up to $85,000,000 of revenue bonds issued to finance
      improvements to be made at Seattle-Tacoma International Airport.

            "Person" shall mean any individual, partnership, joint venture,
firm, corporation, association, limited liability company, trust or other
enterprise or any government or political subdivision or any agency, department
or instrumentality thereof.

            "Prime Lending Rate" shall mean the rate which the Administrative
Agent announces from time to time as its prime lending rate, the Prime Lending
Rate to change when and as such prime lending rate changes. The Prime Lending
Rate is a reference rate and does not necessarily represent the lowest or best
rate actually charged to any customer. The Administrative Agent may make
commercial loans or other loans at rates of interest at, above or below the
Prime Lending Rate.

            "Quarterly Payment Date" shall mean the fifteenth day of each March,
June, September and December occurring after the Restatement Effective Date.

            "Rating" shall mean the senior unsecured debt rating of the Borrower
as rated by each Rating Agency.

            "Rating Agency" shall mean each of S&P and Moody's.

            "Reference Banks" shall mean three Banks that are acceptable to the
Borrower, provided that two of such Banks shall be the Administrative Agent and
the Syndication Agent.

            "Register" shall have the meaning set forth in Section 11.17.

            "Replaced Bank" shall have the meaning provided in Section 1.13.

            "Replacement Bank" shall have the meaning provided in Section 1.13.

            "Required Banks" shall mean Banks, the sum of whose outstanding
Revolving Loan Commitments (or after the termination thereof, outstanding
Revolving Loans) represent an amount greater than 50% of the Total Revolving
Loan Commitment (or after the termination thereof, the sum of the total
outstanding Revolving Loans at such time).

            "Restatement Effective Date" shall have the meaning provided in
Section 11.10.

            "Retired Secured Debt" shall mean (i) all secured letters of credit
issued for the account of Newco or any of its Subsidiaries to the extent same
have been returned undrawn to the respective issuers of such letters of credit
or to the extent of any permanent reduction of the same without any drawing
thereunder, (ii) all secured Contingent Obligations of Newco or any of its
Subsidiaries to the extent that such Contingent Obligations have been terminated
without any Credit Party or any of its respective Subsidiaries making any
payment in respect thereof, (iii) all


                                       50
<PAGE>

secured Hedging Obligations of Newco or any of its Subsidiaries to the extent
that such Hedging Obligations have been terminated without any Credit Party or
any of its respective Subsidiaries making any payment in respect thereof and
(iv) all Indebtedness of the type described in clause (iii) of the definition of
Indebtedness of Newco or any of its Subsidiaries to the extent that such
Indebtedness has been permanently extinguished and the Lien securing such
Indebtedness on the property of the respective Credit Party or any of its
Subsidiaries has been unconditionally released.

            "Retired Unsecured Debt" shall mean (i) all unsecured letters of
credit issued for the account of Newco or any of its Subsidiaries to the extent
same have been returned undrawn to the respective issuers of such letters of
credit or to the extent of any permanent reduction of the same without any
drawing thereunder, (ii) all unsecured Contingent Obligations of Newco or any of
its Subsidiaries to the extent that such Contingent Obligations have been
terminated without any Credit Party or any of its respective Subsidiaries making
any payment in respect thereof and (iii) all unsecured Hedging Obligations of
Newco or any of its Subsidiaries to the extent that such Hedging Obligations
have been terminated without any Credit Party or any of its respective
Subsidiaries making any payment in respect thereof.

            "Reuters Screen LIBO Page" shall mean the display designated as page
"LIBO" on the Reuters Monitor Money Rates Service (or such other pages as may
replace the LIBO page on the service for the purpose of displaying London
interbank offered rates of major banks).

            "Revolving Loan" shall have the meaning provided in Section 1.01.

            "Revolving Loan Commitment" shall mean, for each Bank, the amount
set forth opposite such Bank's name in Schedule I hereto directly below the
column entitled "Revolving Loan Commitment", as the same may be (x) reduced from
time to time pursuant to Sections 2.02, 2.03 and/or 9 or (y) adjusted from time
to time as a result of assignments to or from such Bank pursuant to Section 1.13
or 11.04(b).

            "Revolving Loan Maturity Date" shall mean the date occurring 364
days after the Restatement Effective Date.

            "Revolving Note" shall have the meaning provided in Section 1.05(a).

            "Route Security Agreement" shall have the meaning provided in
Section 4.A12 hereof.

            "Routes" shall have the meaning provided in the Route Security
Agreement.

            "S&P" shall mean Standard & Poor's Ratings Services or any successor
corporation thereto.

            "SEC" shall have the meaning provided in Section 6.01(g).

            "Section 3.04(b)(ii) Certificate" shall have the meaning provided in
Section 3.04(b).


                                       51
<PAGE>

            "Secured Creditors" shall mean the Banks, the Agents and the
Collateral Agent.

            "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

            "Security Documents" shall mean the Route Security Agreement.

            "Sixth Amendment to the First Credit Agreement" shall mean the
Amendment to the Credit Agreement, dated as of January 24, 2000, by and among
Newco, Holdings, NWA, the Borrower, ABN Amro Bank N.V., as compliance agent,
Bankers Trust Company, as administrative agent, Chase Securities Inc., as
syndication agent, Citibank, N.A., as documentation agent, National Westminster
Bank plc and U.S. Bank National Association (f/k/a First Bank National
Association), as agents and lenders from time to time party the Other Credit
Agreement.

            "Subsidiary" shall mean, as to any Person, (i) any corporation more
than 50% of whose stock having by the terms thereof ordinary voting power to
elect a majority of the directors of such corporation (irrespective of whether
or not at the time stock of any other class or classes of such corporation shall
have or might have voting power by reason of the happening of any contingency)
is at the time owned by such Person and/or one or more Subsidiaries of such
Person and (ii) any partnership, limited liability company, association, joint
venture or other entity in which such Person and/or one or more Subsidiaries of
such Person has more than a 50% equity interest at the time; provided, however
that notwithstanding anything to the contrary, (x) LAX Two and its Subsidiaries
and (y) Air Partners and Continental and their Subsidiaries shall be deemed not
to be Subsidiaries of Newco or any of its Subsidiaries for all purposes of this
Agreement (including, without limitation, the calculation of the financial
covenants and the definitions relating thereto) and the other Credit Documents
so long as, in the case of clause (y), Newco does not own, directly or
indirectly, more than 50% of the equity interest (i.e., the economic interest
rather than the voting interest) of Continental.

            "Super-Majority Banks" shall mean Banks, the sum of whose
outstanding Revolving Loan Commitments (or after the termination thereof,
outstanding Revolving Loans) represent an amount greater than or equal to 80% of
the Total Revolving Loan Commitment (or after the termination thereof, the sum
of the total outstanding Revolving Loans at such time).

            "Taxes" shall have the meaning provided in Section 3.04(a).

            "Termination Event" means (i) a "reportable event" described in
Section 4043 of ERISA or in the regulations thereunder (excluding events for
which the requirement for notice of such reportable event has been waived under
subsection .13, .14, .16, .18, .19 or .20 of PBGC Regulation Section 2615), or
(ii) the withdrawal of any Credit Party or any of its ERISA Affiliates from a
Pension Plan during a plan year in which it was a "substantial employer" as
defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of
intent to terminate a Pension Plan or the treatment of a Pension Plan amendment
as a termination under Section 4041 of ERISA, or (iv) the institution of
proceedings to terminate a Pension Plan by the PBGC, or (v) any other event or
condition which might constitute reasonable grounds under Section 4042 of ERISA
for


                                       52
<PAGE>

the termination of, or the appointment of a trustee to administer, any Pension
Plan, or (vi) the complete or partial withdrawal (within the meaning of Sections
4203 and 4205, respectively, of ERISA) of any Credit Party or any of its ERISA
Affiliates from a Multiemployer Plan, or (vii) the insolvency or reorganization
(within the meaning of Section 4245 and 4241, respectively, of ERISA) of any
Multiemployer Plan.

            "Total Revolving Loan Commitment" shall mean, at any time, the sum
of the Revolving Loan Commitments of each of the Banks.

            "Total Unutilized Revolving Loan Commitment" shall mean, at any
time, the sum of the Unutilized Revolving Loan Commitments of each of the Banks.

            "Transaction" shall mean (i) the incurrence of Revolving Loans
hereunder on the Restatement Effective Date, (ii) the execution and delivery of
this Agreement and the other Credit Documents by the Credit Parties and (iii)
the payment of fees and expenses in connection with the foregoing.

            "Type" shall mean the type of Revolving Loan determined with regard
to the interest option applicable thereto, i.e., whether a Base Rate Loan or a
Eurodollar Loan.

            "UCC" shall mean the Uniform Commercial Code as from time to time in
effect in the relevant jurisdiction.

            "United States" and "U.S." shall each mean the United States of
America.

            "Unutilized Revolving Loan Commitment" with respect to any Bank, at
any time, shall mean such Bank's Revolving Loan Commitment at such time less the
aggregate outstanding principal amount of Revolving Loans made by such Bank.

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

            "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock (other than director's qualifying
shares) is at the time owned by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person and (ii) any partnership, association, joint venture
or other entity in which such Person and/or one or more Wholly-Owned
Subsidiaries of such Person has a 100% equity interest at such time.

            SECTION 10. The Agents.

            10.01 Appointment. The Banks hereby designate each Agent (for
purposes of this Section 10, the term "Agents" shall include The Chase Manhattan
Bank in its capacity as Collateral Agent pursuant to the Route Security
Agreement) to act as specified herein and in the other Credit Documents. Each
Bank hereby irrevocably authorizes, and each holder of any Revolving Note by the
acceptance of such Revolving Note shall be deemed irrevocably to


                                       53
<PAGE>

authorize, each Agent to take such action on its behalf under the provisions of
this Agreement, the other Credit Documents and any other instruments and
agreements referred to herein or therein and to exercise such powers and to
perform such duties hereunder and thereunder as are specifically delegated to or
required of each Agent by the terms hereof and thereof and such other powers as
are reasonably incidental thereto. Each Agent may perform any of its duties
hereunder by or through its respective officers, directors, agents, employees or
affiliates.

            10.02 Nature of Duties. Each Agent shall not have any duties or
responsibilities except those expressly set forth in this Agreement and the
other Credit Documents. None of the Agents nor any of their respective officers,
directors, agents, employees or affiliates shall be liable for any action taken
or omitted by it or them hereunder or under any other Credit Document or in
connection herewith or therewith, unless caused by its or their gross negligence
or willful misconduct. The duties of each Agent shall be mechanical and
administrative in nature; each Agent shall not have by reason of this Agreement
or any other Credit Document a fiduciary relationship in respect of any Bank or
the holder of any Revolving Note; and nothing in this Agreement or any other
Credit Document, expressed or implied, is intended to or shall be so construed
as to impose upon any Agent any obligations in respect of this Agreement or any
other Credit Document except as expressly set forth herein or therein.

            10.03 Lack of Reliance on any Agent. Independently and without
reliance upon each Agent, each Bank and the holder of each Revolving Note, to
the extent it deems appropriate, has made and shall continue to make (i) its own
independent investigation of the financial condition and affairs of Holding and
its Subsidiaries in connection with the making and the continuance of the
Revolving Loans and the taking or not taking of any action in connection
herewith and (ii) its own appraisal of the creditworthiness of Holding and its
Subsidiaries and, except as expressly provided in this Agreement, each Agent
shall not have any duty or responsibility, either initially or on a continuing
basis, to provide any Bank or the holder of any Revolving Note with any credit
or other information with respect thereto, whether coming into its possession
before the making of the Revolving Loans or at any time or times thereafter.
Each Agent shall not be responsible to any Bank or the holder of any Revolving
Note for any recitals, statements, information, representations or warranties
herein or in any document, certificate or other writing delivered in connection
herewith or for the execution, effectiveness, genuineness, validity,
enforceability, perfection, collectibility, priority or sufficiency of this
Agreement or any other Credit Document or the financial condition of Holding and
its Subsidiaries or be required to make any inquiry concerning either the
performance or observance of any of the terms, provisions or conditions of this
Agreement or any other Credit Document, or the financial condition of Holding
and its Subsidiaries or the existence or possible existence of any Default or
Event of Default.

            10.04 Certain Rights of Each Agent. If any Agent shall request
instructions from the Required Banks with respect to any act or action
(including failure to act) in connection with this Agreement or any other Credit
Document, such Agent shall be entitled to refrain from such act or taking such
action unless and until it shall have received instructions from the Required
Banks; and such Agent shall not incur liability to any Person by reason of so
refraining. Without limiting the foregoing, neither any Bank nor the holder of
any Revolving Note shall have any right of action whatsoever against any Agent
as a result of such Agent acting or refraining from acting


                                       54
<PAGE>

hereunder or under any other Credit Document in accordance with the instructions
of the Required Banks.

            10.05 Reliance. Each Agent shall be entitled to rely, and shall be
fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cablegram,
radiogram, order or other document or telephone message signed, sent or made by
any Person that such Agent believed to be the proper Person, and, with respect
to all legal matters pertaining to this Agreement and any other Credit Document
and its duties hereunder and thereunder, upon advice of counsel selected by such
Agent.

            10.06 Indemnification. To the extent either Agent is not reimbursed
and indemnified by the Borrower, the Banks will reimburse and indemnify such
Agent, in proportion to their respective Percentages, for and against any and
all liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, costs, expenses or disbursements of whatsoever kind or nature which
may be imposed on, asserted against or incurred by either Agent in performing
its respective duties hereunder or under any other Credit Document, in any way
relating to or arising out of this Agreement or any other Credit Document;
provided that no Bank shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Agent's gross negligence or
willful misconduct.

            10.07 Each Agent in its Individual Capacity. With respect to its
obligation to make Revolving Loans under this Agreement, each Agent shall have
the rights and powers specified herein for a "Bank" and may exercise the same
rights and powers as though it were not performing the duties specified herein;
and the term "Banks," "Required Banks," "holders of Revolving Notes" or any
similar terms shall, unless the context clearly otherwise indicates, include the
Agent in its individual capacity. Each Agent may accept deposits from, lend
money to, and generally engage in any kind of banking, trust or other business
with any Credit Party or any Affiliate of any Credit Party as if it were not
performing the duties specified herein, and may accept fees and other
consideration from the Borrower or any other Credit Party for services in
connection with this Agreement and otherwise without having to account for the
same to the Banks.

            10.08 Holders. Each Agent may deem and treat the payee of any
Revolving Note as the owner thereof for all purposes hereof unless and until a
written notice of the assignment, transfer or endorsement thereof, as the case
may be, shall have been filed with such Agent. Any request, authority or consent
of any Person who, at the time of making such request or giving such authority
or consent, is the holder of any Revolving Note shall be conclusive and binding
on any subsequent holder, transferee, assignee or indorsee, as the case may be,
of such Revolving Note or of any Revolving Note or Revolving Notes issued in
exchange therefor.

            10.09 Resignation by the Agents. (a) Each Agent may resign from the
performance of all its functions and duties hereunder and/or under the other
Credit Documents at any time by giving 15 Business Days' prior written notice to
the Borrower and the Banks. Such resignation shall take effect upon the
appointment of a successor Agent pursuant to clauses (b) and (c) below or as
otherwise provided below.


                                       55
<PAGE>

            (b) Upon any such notice of resignation, the Banks shall appoint a
successor Agent hereunder or thereunder who shall be a commercial bank or trust
company reasonably acceptable to the Borrower.

            (c) If a successor Agent shall not have been so appointed within
such 15 Business Day period, the resigning Agent, with the consent of the
Borrower, shall then appoint a successor Agent who shall serve as Agent
hereunder or thereunder until such time, if any, as the Banks appoint a
successor Agent as provided above.

            (d) If no successor Agent has been appointed pursuant to clause (b)
or (c) above by the 20th Business Day after the date such notice of resignation
was given by such Agent, such Agent's resignation shall become effective and the
Required Banks shall thereafter perform all the duties of such Agent hereunder
and/or under any other Credit Document until such time, if any, as the Banks
appoint a successor Agent as provided above.

            SECTION 11.  Miscellaneous.

            11.01 Payment of Expenses, etc. The Borrower shall: (i) whether or
not the transactions herein contemplated are consummated, pay all reasonable and
adequately documented fees and other out-of-pocket costs and expenses (x) of
each Agent (including, without limitation, the reasonable and adequately
documented fees and disbursements of White & Case LLP) arising in connection
with the preparation, execution and delivery of this Agreement and the other
Credit Documents, the commitment letter, the term sheet and the documents and
instruments referred to herein and therein and any amendment, waiver or consent
relating hereto or thereto and of the Agents in connection with their
syndication efforts with respect to this Agreement (but excluding attorneys'
fees and disbursements) and (y) of each Agent and each of the Banks in
connection with the enforcement of this Agreement and the other Credit Documents
and the documents and instruments referred to herein and therein (including,
without limitation, the reasonable and adequately documented fees and
disbursements of counsel for each Agent and for each of the Banks including any
reasonable allocated costs of in-house counsel); (ii) pay and hold each of the
Banks harmless from and against any and all present and future stamp, excise and
other similar taxes with respect to the foregoing matters and save each of the
Banks 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 Bank) to pay such taxes; and (iii) indemnify each Agent, each Bank and each
of their respective affiliates, and each of their respective officers,
directors, employees, representatives and agents from and hold each of them
harmless against any and all liabilities, obligations (including removal or
remedial actions), losses, damages, penalties, claims, actions, judgments,
suits, costs, expenses and disbursements (including reasonable and adequately
documented attorneys' and consultants' fees and disbursements) incurred by,
imposed on or assessed against any of them as a result of, or arising out of, or
in any way related to, or by reason of, any investigation, litigation or other
proceeding (whether or not any Agent or any Bank is a party thereto) related to
the entering into and/or performance of this Agreement or any other Credit
Document, the commitment letter, the term sheet or the actual or proposed use of
the proceeds of any Revolving Loans hereunder or the consummation of any
transactions contemplated herein or in any other Credit Document or the exercise
of any of their rights or remedies provided herein or in the other Credit
Documents, including, without limitation, the


                                       56
<PAGE>

reasonable and adequately documented fees and disbursements of counsel and other
consultants incurred in connection with any such investigation, litigation or
other proceeding (but excluding any losses, liabilities, claims, damages or
expenses to the extent arising or incurred by reason of (x) a violation of laws
or governmental regulations pertaining to lending by the Person to be
indemnified (or the Agent or the Bank of which such Person is an officer,
director, employee, representative or agent); provided, however, that the Person
to be indemnified shall, in all events, be entitled to the indemnities set forth
in Sections 1.10, 1.11 and 3.04 to the extent provided therein, or (y) the gross
negligence or willful misconduct of the Person to be indemnified). To the extent
that the undertaking to indemnify, pay or hold harmless any Person set forth in
the preceding sentence may be unenforceable because it is violative of any law
or public policy, the Borrower shall make the maximum contribution to the
payment and satisfaction of each of the indemnified liabilities which is
permissible under applicable law.

            11.02 Right of Setoff. 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 and during the continuance of an Event of
Default, each Bank is hereby authorized at any time or from time to time,
without presentment, demand, protest or other notice of any kind to any Credit
Party 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 such Bank (including,
without limitation, by branches and agencies of such Bank wherever located) to
or for the credit or the account of any Credit Party against and on account of
the Obligations and liabilities of any Credit Party to such Bank under this
Agreement or under any of the other Credit Documents, including, without
limitation, all interests in Obligations purchased by such Bank pursuant to
Section 11.06(b), and all other claims of any nature or description arising out
of or connected with this Agreement or any other Credit Document, irrespective
of whether or not such Bank shall have made any demand hereunder and although
said Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured.

            11.03 Notices. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered: if to a Credit Party, at
the address specified opposite its signature below; if to an Agent, at its
Notice Office; if to any Bank, at the address specified for such Bank on
Schedule II hereto; or, at such other address as shall be designated by any
party in a written notice to the other parties hereto. All such notices and
communications shall, when mailed, telegraphed, telexed, telecopied, or cabled
or sent by overnight courier, be effective when received.

            11.04 Benefit of Agreement. (a) This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided, however, no Credit Party may assign or
transfer any of its rights, obligations or interest hereunder or under any other
Credit Document without the prior written consent of the Banks and, provided
further, that, although any Bank may transfer, assign or grant participations in
its rights hereunder, such Bank shall remain a "Bank" for all purposes hereunder
(and may not transfer or assign all or any portion of its Commitments hereunder
except as provided in Section 11.04(b)) and the transferee, assignee or
participant, as the case may be, shall not constitute a "Bank" hereunder and,
provided further, that no Bank shall transfer or grant any participation


                                       57
<PAGE>

under which the participant shall have rights to approve any amendment to or
waiver of this Agreement or any other Credit Document except to the extent such
amendment or waiver would (i) extend the final scheduled maturity of any
Revolving Loan or Revolving Note in which such participant is participating, or
reduce the rate or extend the time of payment of interest or Fees thereon
(except in connection with a waiver of applicability of any post-default
increase in interest rates) or reduce the principal amount thereof, or increase
the amount of the participant's participation over the amount thereof then in
effect (it being understood that waivers or modifications of any conditions
precedent, covenants, Default or Event of Default or of a mandatory reduction in
the Total Revolving Loan Commitment shall not constitute a change in the terms
of such participation, and that an increase in any Revolving Loan Commitment or
Revolving Loan shall be permitted without the consent of any participant if the
participant's participation is not increased as a result thereof) or (ii)
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement. In the case of any such participation, the
participant shall not have any rights under this Agreement or any of the other
Credit Documents (the participant's rights against such Bank in respect of such
participation to be those set forth in the agreement executed by such Bank in
favor of the participant relating thereto) and all amounts payable by the
Borrower hereunder shall be determined as if such Bank had not sold such
participation.

            (b) Notwithstanding the foregoing, any Bank (or any Bank together
with one or more other Banks) may (x) assign all or a portion of its Revolving
Loan Commitment (and related outstanding Obligations hereunder), and its
outstanding Revolving Loans to its parent company and/or any affiliate of such
Bank or to one or more Banks or (y) assign all, or if less than all, a portion
equal to at least $5,000,000 or an integral multiple of $1,000,000 in excess
thereof, of such Revolving Loan Commitments and outstanding principal amount of
Revolving Loans hereunder to one or more Eligible Transferees, each of which
assignees shall become a party to this Agreement as a Bank by execution of an
Assignment and Assumption Agreement; provided that, (i) no such assignment shall
be permitted prior to the date which is three months after the Restatement
Effective Date without the consent of the Administrative Agent (which consent
shall not be unreasonably withheld or delayed), (ii) at such time Schedule I
shall be deemed modified to reflect the Revolving Loan Commitments (and/or
outstanding Revolving Loans, as the case may be) of such new Bank and of the
existing Banks, (iii) new Revolving Notes will be issued, at the Borrower's
expense, to such new Bank and to the assigning Bank upon the request of such new
Bank or assigning Bank, such new Revolving Notes to be in conformity with the
requirements of Section 1.05 (with appropriate modifications) to the extent
needed to reflect the revised Revolving Loan Commitments (and/or outstanding
Revolving Loans), (iv) only with respect to any assignment pursuant to clause
(y) of this Section 11.04(b), the consent of both the Administrative Agent and
the Borrower shall be required (which consents shall not be unreasonably
withheld or delayed); provided, however, the consent of the Borrower shall not
be required at any time after an Event of Default shall have occurred and is
then continuing, and (v) the Administrative Agent shall receive at the time of
each such assignment, from the assigning or assignee Bank, the payment of a non-
refundable assignment fee of $3,500 and, provided further, that such transfer or
assignment will not be effective until recorded by the Administrative Agent on
the Register pursuant to Section 11.17 hereof. To the extent of any assignment
pursuant to this Section 11.04(b), the assigning Bank shall be relieved of its
obligations hereunder with


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<PAGE>

respect to its assigned Revolving Loan Commitment. At the time of each
assignment pursuant to this Section 11.04(b) to a Person which is not already a
Bank hereunder and which is not a United States person (as such term is defined
in Section 7701(a)(30) of the Code) for Federal income tax purposes, the
respective assignee Bank shall provide to the Borrower and the Administrative
Agent the appropriate Internal Revenue Service Forms (and, if applicable a
Section 3.04(b)(ii) Certificate) described in Section 3.04(b).

            (c) Any Bank may at any time pledge or assign all or any portion of
its rights under this Agreement or any other Credit Document to any Federal
Reserve Bank without notice to or consent of any Credit Party. No such pledge or
assignment shall release the transferor Bank from its obligations hereunder.

            11.05 No Waiver; Remedies Cumulative. No failure or delay on the
part of any Agent or any Bank or any holder of any Revolving Note in exercising
any right, power or privilege hereunder or under any other Credit Document and
no course of dealing between the Borrower or any other Credit Party and any
Agent or any Bank or the holder of any Revolving Note shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder. The rights, powers and remedies herein or in any other
Credit Document expressly provided are cumulative and not exclusive of any
rights, powers or remedies which any Agent or any Bank or the holder of any
Revolving Note would otherwise have. No notice to or demand on any Credit Party
in any case shall entitle any Credit Party to any other or further notice or
demand in similar or other circumstances or constitute a waiver of the rights of
any Agent or any Bank or the holder of any Revolving Note to any other or
further action in any circumstances without notice or demand.

            11.06 Payments Pro Rata. (a) Except as otherwise provided in this
Agreement, the Administrative Agent agrees that promptly after its receipt of
each payment from or on behalf of the Borrower in respect of any Obligations
hereunder, it shall distribute such payment to the Banks (other than any Bank
that has consented in writing to waive its pro rata share of any such payment)
pro rata based upon their respective shares, if any, of the Obligations with
respect to which such payment was received.

            (b) Each of the Banks agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Revolving Loans or Fees, of a sum which with respect to the related sum
or sums received by other Banks is in a greater proportion than the total of
such Obligation then owed and due to such Bank bears to the total of such
Obligation then owed and due to all of the Banks immediately prior to such
receipt, then such Bank receiving such excess payment shall purchase for cash
without recourse or warranty from the other Banks an interest in the Obligations
of the respective Credit Party to such Banks in such amount as shall result in a
proportional participation by all the Banks in such amount; provided that if all
or any portion of such excess amount is thereafter recovered from such Bank,
such purchase shall be rescinded and the purchase price restored to the extent
of such recovery, but without interest.


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<PAGE>

            11.07 Calculations; Computations. (a) The financial statements to be
furnished to the Banks pursuant hereto shall be made and prepared in accordance
with generally accepted accounting principles in the United States consistently
applied throughout the periods involved (except as set forth in the notes
thereto or as otherwise disclosed in writing by the Borrower to the Banks);
provided that, except as otherwise specifically provided herein, all
computations determining compliance with Section 7 shall utilize accounting
principles and policies in conformity with those used to prepare the historical
financial statements delivered to the Banks pursuant to Section 5.05(a) (with
the foregoing generally accepted accounting principles, subject to the preceding
proviso, herein called "GAAP").

            (b) All computations of interest with respect to Base Rate Loans
shall be made on the basis of a year consisting of 365 (or, if applicable, 366)
days for the actual number of days (including the first day but excluding the
last day) occurring in the period for which such interest is payable. All other
computations of interest and all computations of Fees hereunder shall be made on
the basis of a year of 360 days for the actual number of days (including the
first day but excluding the last day) occurring in the period for which such
interest or Fees are payable.

            11.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE CITY OF NEW
YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH CREDIT PARTY HEREBY IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH CREDIT PARTY
HEREBY DESIGNATES, APPOINTS AND EMPOWERS CT CORPORATION SYSTEM, WITH OFFICES ON
THE DATE HEREOF AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS ITS DESIGNEE,
APPOINTEE AND AGENT TO RECEIVE AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN
RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES
AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY
REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS
SUCH, EACH CREDIT PARTY AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT
IN NEW YORK CITY ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION
SATISFACTORY TO THE AGENT UNDER THIS AGREEMENT. EACH CREDIT PARTY FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY CREDIT PARTY AT ITS
ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE
30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF


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<PAGE>

THE AGENT UNDER THIS AGREEMENT, ANY BANK OR THE HOLDER OF ANY REVOLVING NOTE TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER
JURISDICTION.

            (b) EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID
ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE
AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY
SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.

            (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

            11.09 Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and each
Agent.

            11.10 Effectiveness. (a)This Agreement shall become effective on the
date (the "Restatement Effective Date") on which (i) each Credit Party, each
Agent and each of the Banks (including each Continuing Bank and each New Bank)
and the Required Banks (under, and as determined in, the Existing Credit
Agreement and determined immediately before the occurrence of the Restatement
Effective Date) shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered the same to the Administrative
Agent at its Notice Office or, in the case of the Banks, shall have given to the
Administrative Agent telephonic (confirmed in writing), written, telecopy or
telex notice (actually received) at such office that the same has been signed
and mailed to it and (ii) the conditions set forth in Article 4A hereof are
satisfied.

(b) On the Restatement Effective Date, each New Bank and Continuing Bank shall
have delivered to the Administrative Agent for the account of the Borrower an
amount equal to (i) in the case of each New Bank, the Revolving Loans to be made
by such New Bank on the Restatement Effective Date and (ii) in the case of each
Continuing Bank, the amount by which the principal amount of Revolving Loans to
be made and/or converted by such Continuing Bank on the Restatement Effective
Date exceeds the amount of the Existing Revolving Loans of such Continuing Bank
outstanding on the Restatement Effective Date. Notwithstanding anything to the
contrary contained in this Section 11.10(b), in satisfying the foregoing
condition, unless the Administrative Agent shall have been notified by any Bank
prior to the occurrence of the


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<PAGE>

Restatement Effective Date that such Bank does not intend to make available to
the Administrative Agent such Bank's Revolving Loans required to be made by it
on such date, then the Administrative Agent may, in reliance on such assumption,
make available to the Borrower the corresponding amounts in accordance with the
provisions of Section 1.04 of this Agreement, and the making available by the
Administrative Agent of such amounts shall satisfy the condition contained in
this Section 11.10(b).

            11.11 Headings Descriptive. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

            11.12 Amendment or Waiver; etc. (a) Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party thereto and the
Required Banks, provided that no such change, waiver, discharge or termination
shall, without the consent of each Bank (with Obligations being directly
affected thereby in the case of the following clause (i)), (i) extend the final
scheduled maturity of any Revolving Loan or Revolving Note, or reduce the rate
or extend the time of payment of interest or Fees thereon (except in connection
with a waiver of applicability of any post-default increase in interest rates),
or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release all or substantially all of the Collateral (except as expressly
provided in the Security Documents), (iii) amend, modify or waive any provision
of this Section 11.12, (iv) reduce the percentage specified in the definition of
Required Banks (it being understood that, with the consent of the Required
Banks, additional extensions of credit pursuant to this Agreement may be
included in the determination of the Required Banks on substantially the same
basis as the extensions of Revolving Loan Commitments are included on the
Effective Date), (v) release a Guarantor from its Guaranty or (vi) consent to
the assignment or transfer by the Borrower of any of its rights and obligations
under this Agreement; provided further, that no such change, waiver, discharge
or termination shall (x) increase the Revolving Loan Commitments of any Bank
over the amount thereof then in effect without the consent of such Bank (it
being understood that waivers or modifications of conditions precedent,
covenants, Defaults or Events of Default or of a mandatory reduction in the
Total Revolving Loan Commitment shall not constitute an increase of the
Revolving Loan Commitment of any Bank, and that an increase in the available
portion of any Revolving Loan Commitment of any Bank shall not constitute an
increase in the Commitment of such Bank) and (y) without the consent of the
Agent, amend, modify or waive any provision of Section 10 as same applies to the
Agent or any other provision as same relates to the rights or obligations of the
Agent.

            (b) If, in connection with any proposed change, waiver, discharge or
termination to any of the provisions of this Agreement as contemplated by clause
(a)(i) through (vi), inclusive, of the first proviso to Section 11.12(a), the
consent of the Required Banks is obtained but the consent of one or more of such
other Banks whose consent is required is not obtained, then the Borrower shall
have the right, so long as each non-consenting Bank whose individual consent is
required is treated as described in either clause (A) or (B) below, to either
(A) replace such non-consenting Bank with one or more Replacement Banks pursuant
to Section 1.13 so long as at the time of such replacement, each such
Replacement Bank consents to the proposed change, waiver,


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<PAGE>

discharge or termination or (B) terminate such non-consenting Bank's Revolving
Loan Commitment and repay in full its outstanding Revolving Loans, in accordance
with Sections 2.02(b) and/or 3.01(b), provided that, unless the Revolving Loan
Commitment terminated and the Revolving Loans repaid pursuant to preceding
clause (B) are immediately replaced in full at such time through the addition of
new Banks or the increase of the Revolving Loan Commitments and/or outstanding
Revolving Loans of existing Banks (who in each case must specifically consent
thereto), then in the case of any action pursuant to preceding clause (B) the
Required Banks (determined both before and after giving effect to the proposed
action) shall specifically consent thereto, provided further, that the Borrower
shall not have the right to replace a Bank solely as a result of the exercise of
such Bank's rights (and the withholding of any required consent by such Bank)
pursuant to the second proviso to Section 11.12(a).

            11.13 Survival. All indemnities set forth herein including, without
limitation, in Sections 1.10, 1.11, 3.04, 11.01 and 11.06 shall, subject to
Section 11.15 (to the extent applicable), survive the execution, delivery and
termination of this Agreement and the Revolving Notes and the making and
repayment of the Revolving Loans.

            11.14 Domicile of Revolving Loans. Each Bank may transfer and carry
its Revolving Loans at, to or for the account of any office, Subsidiary or
Affiliate of such Bank. Notwithstanding anything to the contrary contained
herein, to the extent that a transfer of Revolving Loans pursuant to this
Section 11.14 would, at the time of such transfer, result in increased costs
under Section 1.10, 1.11 or 3.04 from those being charged by the respective Bank
prior to such transfer, then the Borrower shall not be obligated to pay such
increased costs (although the Borrower shall be obligated to pay any other
increased costs of the type described above resulting from changes giving rise
to such increased costs after the date of the respective transfer).

            11.15 Limitation on Additional Amounts, etc. Notwithstanding
anything to the contrary contained in Section 1.10, 1.11 or 3.04 of this
Agreement, unless a Bank gives notice to the Borrower that it is obligated to
pay an amount under such Section within 180 days after the date the Bank incurs
the respective increased costs, Taxes, loss, expense or liability, reduction in
amounts received or receivable or reduction in return on capital, then such Bank
shall only be entitled to be compensated for such amount by the Borrower
pursuant to said Section 1.10, 1.11 or 3.04, as the case may be, to the extent
the costs, Taxes, loss, expense or liability, reduction in amounts received or
receivable or reduction in return on capital are incurred or suffered on or
after the date which occurs 180 days prior to such Bank giving notice to the
Borrower that it is obligated to pay the respective amounts pursuant to said
Section 1.10, 1.11 or 3.04, as the case may be. This Section 11.15 shall have no
applicability to any Section of this Agreement other than said Sections 1.10,
1.11 and 3.04.

            11.16 Confidentiality. (a) Subject to the provisions of clause (b)
of this Section 11.16, each Bank shall hold all non-public information obtained
pursuant to the requirements of this Agreement which has been identified as such
by any Credit Party in accordance with its customary procedure for handling
confidential information of this nature and in accordance with safe and sound
banking practices and in any event may make disclosure reasonably to any bona
fide prospective transferee or participant in connection with the contemplated
transfer of any


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<PAGE>

Revolving Loan or Revolving Loan Commitment or participation therein or as
required or requested by any governmental agency or representative thereof or
pursuant to legal process or to such Bank's attorneys, affiliates or independent
auditors; provided that, unless specifically prohibited by applicable law or
court order, each Bank shall notify Newco of any request by any governmental
agency or representative thereof (other than any such request in connection with
an examination of the financial condition of such Bank by such governmental
agency) for disclosure of any such non-public information prior to disclosure of
such information; and provided further, that in no event shall any Bank be
obligated or required to return any materials furnished by Newco or any of its
Subsidiaries, provided that in the case of disclosure to any prospective
transferee or participant, such Person executes an agreement with such Bank
containing provisions substantially the same as to those contained in this
Section 11.16.

            (b) Each Credit Party hereby acknowledges and agrees that each Bank
may share with any of its affiliates any information related to Newco or any of
its Subsidiaries (including, without limitation, any nonpublic customer
information regarding the creditworthiness of Newco or any of its Subsidiaries),
provided such Persons shall be subject to the provisions of this Section 11.16
to the same extent as such Bank.

            11.17 Registry. The Borrower hereby designates the Administrative
Agent to serve as the Borrower's agent, solely for purposes of this Section
11.17, to maintain a register (the "Register") on which it will record the
Revolving Loan Commitments from time to time of each of the Banks, the Revolving
Loans made by each of the Banks and each repayment in respect of the principal
amount of the Revolving Loans of each Bank. Failure to make any such
recordation, or any error in such recordation shall not affect the Borrower's
obligations in respect of such Revolving Loans. With respect to any Bank, the
transfer of the Revolving Loan Commitment of such Bank and the rights to the
principal of, and interest on, any Revolving Loan made pursuant to such
Revolving Loan Commitment shall not be effective until such transfer is recorded
on the Register maintained by the Administrative Agent with respect to ownership
of such Revolving Loan Commitment and Revolving Loans and prior to such
recordation all amounts owing to the transferor with respect to such Revolving
Loan Commitment and Revolving Loans shall remain owing to the transferor. The
registration of assignment or transfer of all or part of any Revolving Loan
Commitment and Revolving Loans shall be recorded by the Administrative Agent on
the Register only upon the acceptance by the Administrative Agent of a properly
executed and delivered Assignment and Assumption Agreement pursuant to Section
11.04(b). Coincident with the delivery of such an Assignment and Assumption
Agreement to the Administrative Agent for acceptance and registration of
assignment or transfer of all or part of a Revolving Loan, or as soon thereafter
as practicable, the assigning or transferor Bank shall surrender the Revolving
Note evidencing such Revolving Loan, and thereupon one or more new Revolving
Notes in the same aggregate principal amount shall be issued to the assigning or
transferor Bank and/or the new Bank. The Borrower agrees to indemnify the
Administrative Agent from and against any and all losses, claims, damages and
liabilities of whatsoever nature which may be imposed on, asserted against or
incurred by the Administrative Agent in performing its duties under this Section
11.17.

            11.18 Addition of New Banks; Conversion of Existing Revolving Loans
of Continuing Banks; Termination of Commitments of Non-Continuing Banks. (a) On
and as of the


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occurrence of the Restatement Effective Date in accordance with Section 11.10,
each New Bank shall become a "Bank" under, and for all purposes of, this
Agreement and the other Credit Documents.

            (b) The parties hereto acknowledge that each Existing Bank has been
offered the opportunity to participate in this Agreement, after the occurrence
of the Restatement Effective Date, as a Continuing Bank hereunder, but that no
Existing Bank is obligated to be a Continuing Bank. By their execution and
delivery hereof, Newco, Holdings, NWA, the Borrower and the Required Banks
(under, and as determined in, the Existing Credit Agreement and determined
immediately before the occurrence of the Restatement Effective Date) consent to
the voluntary repayment by the Borrower of all outstanding Existing Revolving
Loans and other Obligations owing to each Existing Bank which has not elected to
become a Continuing Bank (each such Bank, a "Non-Continuing Bank") on a non-pro
rata basis with the Continuing Banks and to the voluntary termination by the
Borrower of the Revolving Loan Commitment (under, and as defined in, the
Existing Credit Agreement) of each Non-Continuing Bank on a non-pro rata basis
with the Banks, in each case to be effective on, and contemporaneously with the
occurrence of, the Restatement Effective Date, in each case in accordance with
the provisions of Section 11.18(c).

            (c) Notwithstanding anything to the contrary contained in the
Existing Credit Agreement or any Credit Document (under, and as defined in the
Existing Credit Agreement), the Borrower and each of the Banks hereby agrees
that on the Restatement Effective Date, (i) each Bank with a Revolving Loan
Commitment as set forth on Schedule I (after giving effect to the Restatement
Effective Date) shall make or maintain (including by way of conversion) that
principal amount of Revolving Loans to the Borrower as is required by Section
1.01, provided that if the Existing Revolving Loans of any Continuing Bank
outstanding on the Restatement Effective Date (immediately before giving effect
thereto) exceed the aggregate principal amount of Revolving Loans required to be
made available by such Bank on such date (after giving effect to the Restatement
Effective Date), then Existing Revolving Loans of such Continuing Bank in an
amount equal to such excess shall be repaid on the Restatement Effective Date to
such Continuing Bank, together with interest thereon and any other amounts owing
with respect thereto, including, without limitation, amounts owing pursuant to
Section 1.11 of the Existing Credit Agreement and (ii) in the case of each
Non-Continuing Bank, all of such Non-Continuing Bank's Existing Revolving Loans
outstanding on the Restatement Effective Date shall be repaid in full on such
date, together with interest thereon and all accrued Fees (under, and as defined
in, the Existing Credit Agreement) and any other amounts owing to such
Non-Continuing Bank, including without limitation, amounts owing pursuant to
Section 1.11 of the Existing Credit Agreement, and the Revolving Loan Commitment
(under, and as defined in, the Existing Credit Agreement) of such Non-Continuing
Bank, if any, shall be terminated, effective upon the occurrence of the
Restatement Effective Date. Notwithstanding anything to the contrary contained
in the Existing Credit Agreement, this Agreement or any other Credit Document
under, and as defined in, this Agreement or the Existing Credit Agreement, the
parties hereto hereby consent to the repayments and reductions required above,
and agree that in the event that any Existing Bank shall fail to execute a
counterpart of this Agreement prior to the occurrence of the Restatement
Effective Date, such Existing Bank shall be deemed to be a Non-Continuing Bank
and concurrently with the occurrence of the Restatement Effective Date, the
Revolving Loan Commitment (under, and as defined in, the Existing Credit
Agreement) of such Existing Bank, if any, shall be terminated, all


                                       65
<PAGE>

Existing Revolving Loans of such Existing Bank outstanding on the Restatement
Effective Date shall be repaid in full, together with interest thereon and all
accrued Fees (under, and as defined in, the Existing Credit Agreement) and any
other amounts owing to such Existing Bank, including, without limitation,
amounts owing pursuant to Section 1.11 of the Existing Credit Agreement, and
concurrently with the occurrence of the Restatement Effective Date, such
Existing Bank shall no longer constitute a "Bank" under this Agreement and the
other Credit Documents, provided that all indemnities of the Credit Parties
under the Existing Agreement and the other Credit Documents (as in effect prior
to the Restatement Effective Date) for the benefit of such Existing Bank shall
survive in accordance with the terms thereof.

            11.19 Substitution. The Banks hereby authorize the Administrative
Agent to enter into the Acknowledgment and Amendment to acknowledge and agree to
the substitution of Schedule I to the Route Security Agreement with Annex I to
the Acknowledgment and Amendment

            SECTION 12. Guaranty.

            12.01 The Guaranty. In order to induce the Banks to enter into this
Agreement and to extend credit hereunder and in recognition of the direct
benefits to be received by the Guarantors from the proceeds of the Revolving
Loans, each Guarantor hereby jointly and severally agrees with the Agents and
the Banks as follows: each Guarantor hereby jointly and severally,
unconditionally and irrevocably guarantees as primary obligor and not merely as
surety the full and prompt payment when due, whether upon maturity, by
acceleration or otherwise, of any and all indebtedness of the Borrower to each
of the Banks and each of the Agents. If any or all of the indebtedness of the
Borrower to the Banks or the Agents becomes due and payable hereunder, each
Guarantor unconditionally promises on a joint and several basis to pay such
indebtedness to the Banks or the Agents, as the case may be, or order, on
demand, together with any and all expenses which may be incurred by the Agents
or the Banks in collecting any of the indebtedness. The word "indebtedness" is
used in this Section 12 to mean any and all advances, debts, obligations and
liabilities of the Borrower arising in connection with this Agreement and any
other Credit Document, in each case, heretofore, now, or hereafter made,
incurred or created, whether voluntarily or involuntarily, absolute or
contingent, liquidated or unliquidated, determined or undetermined, whether or
not such indebtedness is from time to time reduced, or extinguished and
thereafter increased or incurred, whether the Borrower may be liable
individually or jointly with others, whether or not recovery upon such
indebtedness may be or hereafter become barred by any statute of limitations,
and whether or not such indebtedness may be or hereafter become otherwise
unenforceable.

            12.02 Bankruptcy. Additionally, each Guarantor jointly and
severally, unconditionally and irrevocably guarantees the payment of any and all
indebtedness of the Borrower to each of the Banks and each of the Agents whether
or not due or payable by the Borrower upon the occurrence in respect of the
Borrower of any of the events specified in Section 8.05, and unconditionally
promises to pay such indebtedness to each of the Banks and each of the Agents,
or order, on demand, in lawful money of the United States.

            12.03 Nature of Liability. The liability of each Guarantor hereunder
is exclusive


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<PAGE>

and independent of any security for or other guaranty of the indebtedness of the
Borrower whether executed by each Guarantor, any other guarantor or by any other
party, and the liability of each Guarantor hereunder shall not be affected or
impaired by (a) any direction as to application of payment by the Borrower or by
any other party, or (b) any other continuing or other guaranty, undertaking or
maximum liability of a guarantor or of any other party as to the indebtedness of
the Borrower, or (c) any payment on or in reduction of any such other guaranty
or undertaking, or (d) any dissolution, termination or increase, decrease or
change in personnel by the Borrower, or (e) any payment made to the Agents or
the Banks on the indebtedness which the Agents or such Bank repay the Borrower
pursuant to court order in any bankruptcy, reorganization, arrangement,
moratorium or other debtor relief proceeding, and each Guarantor waives any
right to the deferral or modification of its obligations hereunder by reason of
any such proceeding.

            12.04 Independent Obligation. The obligations of each Guarantor
hereunder are independent of the obligations of any other guarantor or the
Borrower, and a separate action or actions may be brought and prosecuted against
each Guarantor whether or not action is brought against any other guarantor or
the Borrower and whether or not any other guarantor or the Borrower be joined in
any such action or actions. Each Guarantor waives, to the fullest extent
permitted by law, the benefit of any statute of limitations affecting its
liability hereunder or the enforcement thereof. Any payment by the Borrower or
other circumstance which operates to toll any statute of limitations as to the
Borrower shall operate to toll the statute of limitations as to each Guarantor.

            12.05 Authorization. Each Guarantor authorizes the Agents and the
Banks without notice or demand (except as shall be required by applicable
statute and which cannot be waived), and without affecting or impairing its
liability hereunder, from time to time to (a) renew, compromise, extend,
increase, accelerate or otherwise change the time for payment of, or otherwise
change the terms of, the indebtedness or any part thereof in accordance with
this Agreement, including any increase or decrease of the rate of interest
thereon, (b) take and hold security from any guarantor or any other party for
the payment of this guaranty or the indebtedness and exchange, enforce, waive
and release any such security, (c) apply such security and direct the order or
manner of sale thereof as the Agents and the Banks in their discretion may
determine and (d) release or substitute any one or more endorsers, guarantors,
the Borrower or other obligors.

            12.06 Reliance. It is not necessary for the Agents or the Banks to
inquire into the capacity or powers of the Borrower or its Subsidiaries or the
officers, directors, partners or agents acting or purporting to act on its
behalf, and any indebtedness made or created in reliance upon the professed
exercise of such powers shall be guaranteed hereunder.

            12.07 Subordination. Any indebtedness of the Borrower now or
hereafter held by any Guarantor is hereby subordinated to the indebtedness of
the Borrower to the Agents and the Banks; and such indebtedness of the Borrower
to such Guarantor, if any Agent, after an Event of Default has occurred and is
continuing, so requests, shall be collected, enforced and received by such
Guarantor as trustee for the Banks and be paid over to the Banks and the Agents
on account of the indebtedness of the Borrower to the Banks and the Agents, but
without affecting or


                                       67
<PAGE>

impairing in any manner the liability of such Guarantor under the other
provisions of this Guaranty. Prior to the transfer by any Guarantor of any note
or negotiable instrument evidencing any indebtedness of the Borrower to such
Guarantor, such Guarantor shall mark such note or negotiable instrument with a
legend that the same is subject to this subordination.

            12.08 Waiver. (a) Each Guarantor waives any right (except as shall
be required by applicable statute and which cannot be waived) to require the
Agents or the Banks to (a) proceed against the Borrower, any other guarantor or
any other party, (b) proceed against or exhaust any security held from the
Borrower, any other guarantor or any other party or (c) pursue any other remedy
in the Agents' or the Banks' power whatsoever. Each Guarantor waives any defense
based on or arising out of any defense of the Borrower, any other guarantor or
any other party other than payment in full of the indebtedness, including,
without limitation, any defense based on or arising out of the disability of the
Borrower, any other guarantor or any other party, or the unenforceability of the
indebtedness or any part thereof from any cause, or the cessation from any cause
of the liability of the Borrower other than payment in full of the indebtedness.
The Agents and the Banks may, at their election, foreclose on any security held
by the Agents or the Banks by one or more judicial or nonjudicial sales (to the
extent such sale is permitted by applicable law), or exercise any other right or
remedy the Agents and the Banks may have against the Borrower or any other
party, or any security, without affecting or impairing in any way the liability
of each Guarantor hereunder except to the extent the indebtedness has been paid.
Each Guarantor waives any defense arising out of any such election by the Agents
and the Banks, even though such election operates to impair or extinguish any
right of reimbursement or subrogation or other right or remedy of such Guarantor
against the Borrower or any other party or any security. Until all indebtedness
of the Borrower to the Banks and to the Agents shall have been paid in full,
each Guarantor agrees that it will not exercise any right of subrogation, and
waives any right to enforce any remedy which the Agents and the Banks now have
or may hereafter have against the Borrower, and waives any benefit of, and any
right to participate in, any security now or hereafter held by the Agents and
the Banks.

            (b) Each Guarantor waives all presentments, demands for performance,
protests and notices, including, without limitation, notices of nonperformance,
notices of protest, notices of dishonor, notices of acceptance of this Guaranty,
and notices of the existence, creation or incurring of new or additional
indebtedness. Each Guarantor assumes all responsibility for being and keeping
itself informed of the Borrower's financial condition and assets, and of all
other circumstances bearing upon the risk of nonpayment of the indebtedness and
the nature, scope and extent of the risks which each Guarantor assumes and
incurs hereunder, and agrees that the Agents and the Banks shall have no duty to
advise any Guarantor of information known to them regarding such circumstances
or risks.

            12.09 Limitation on Enforcement. The Banks agree that this Guaranty
may be enforced on their behalf only by the action of an Agent acting upon the
instructions of the Required Banks and that no Bank shall have any right
individually to seek to enforce or to enforce this Guaranty, it being understood
and agreed that such rights and remedies may be exercised by each Agent for the
benefit of the Banks upon the terms of this Agreement.


                                       68
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

                                  NORTHWEST AIRLINES CORPORATION
                                     f/k/a Newbridge Parent Corporation

                                  By: /s/ Daniel B. Matthews
                                     --------------------------------------
                                     Title: Vice President & Assistant Treasurer


                                  NORTHWEST AIRLINES HOLDINGS CORPORATION
                                     f/k/a Northwest Airlines Corporation

                                  By: /s/ Daniel B. Matthews
                                     --------------------------------------
                                     Title: Vice President & Assistant Treasurer


                                  NWA INC.

                                  By: /s/ Daniel B. Matthews
                                     --------------------------------------
                                     Title: Vice President & Assistant Treasurer


                                  NORTHWEST AIRLINES, INC.

                                  By: /s/ Daniel B. Matthews
                                     --------------------------------------
                                     Title: Vice President & Assistant Treasurer
<PAGE>

                                   BANKERS TRUST COMPANY
                                      Individually and as Syndication Agent

                                   By:/s/ Robert R. Telesca
                                      ------------------------------------------
                                      Title: Assistant Vice President


                                   THE CHASE MANHATTAN BANK
                                      Individually and as Administrative Agent

                                   By:/s/ Matthew H. Massie
                                      ------------------------------------------
                                      Title: Managing Director


                                   ABN AMRO BANK N.V.
                                      Individually and as Compliance Agent,

                                   By: /s/ Claudia C. Heldring
                                      ------------------------------------------
                                      Title: Vice President

                                      By:  /s/ Carla S. Waggoner
                                      ------------------------------------------
                                      Title: Assistant Vice President


                                   CREDIT LYONNAIS New York Branch
                                      Individually and as Documentation Agent,

                                   By:/s/ Philippe Soustra
                                      ------------------------------------------
                                      Title: Senior Vice President
<PAGE>

                                       BANK HAPOALIM, B.M.

                                       By:/s/ Michael J. Byrne
                                          --------------------------------------
                                          Title: VP-SR. Lending Officer

                                       By: /s/ Thomas J. Hepperle
                                           -------------------------------------
                                       Title: Vice President


                                       BANK OF NEW YORK

                                       By:/s/ Eugene Kenny
                                           -------------------------------------
                                           Title: Assistant Vice President


                                       THE BANK OF NOVA SCOTIA

                                       By: /s/ F.C.H. Ashby
                                           -------------------------------------
                                           Title: Senior Manager Loan Operations


                                       BANQUE NATIONALE DE PARIS

                                       By:/s/ Arnaud Collin du Bocage
                                          --------------------------------------
                                          Title: Executive Vice President and
                                                 General Manager
<PAGE>

                                       CITIBANK, N.A.

                                       By:/s/ Michael Boster
                                          --------------------------------------
                                          Title: Vice President


                                       CREDIT SUISSE FIRST BOSTON

                                       By:/s/ Robert N. Finney
                                          --------------------------------------
                                          Title: Managing Director

                                       By: /s/ Robert Hetu
                                          --------------------------------------
                                          Title: Vice President


                                       FIRST COMMERCIAL BANK

                                       By:/s/ Vincent T.C. Chen
                                          --------------------------------------
                                          Title: SVP & General Manager


                                       FIRSTAR BANK, N.A.

                                       By: /s/ Jason R. Hickey
                                          --------------------------------------
                                          Title: Assistant Vice President


                                       FUJI BANK, LIMITED

                                       By:/s/ Peter L. Chinnici
                                          --------------------------------------
                                          Title: Senior Vice President &
                                                 Group Head
<PAGE>

                                       MITSUBISHI TRUST & BANKING CORP

                                       By:/s/ Scott J. Paige
                                          --------------------------------------
                                          Title: Senior Vice President


                                       SUMITOMO BANK, LIMITED

                                       By:/s/ John H. Kemper
                                          --------------------------------------
                                          Title: Senior Vice President


                                       TRANSAMERICA BUSINESS CREDIT CORPORATION

                                       By:/s/ Perry Vavoules
                                          --------------------------------------
                                          Title: Senior Vice President


                                       U.S. BANK NATIONAL ASSOCIATION

                                       By: /s/ Mark R. Olmon
                                          --------------------------------------
                                          Title: Senior Vice President


                                       CHINATRUST COMMERCIAL BANK, LIMITED,
                                         NEW YORK BRANCH

                                       By:/s/ Jerry D. Li
                                          --------------------------------------
                                          Title: AEVP & General Manager
<PAGE>

                                       DE NATIONAL INVESTERINGS BANK

                                       By:/s/ D.J. Smit
                                          --------------------------------------
                                          Title: Vice President

                                       By:/s/ S. Sleeswyk Visser
                                          --------------------------------------
                                          Title: Senior Vice President


                                       HYPO VEREINSBANK

                                       By:/s/ Dr. Joachim Paulus
                                          --------------------------------------
                                          Title: Managing Director,
                                                 Head of Global Aircraft Finance

                                       By:/s/ Frank Segger
                                          --------------------------------------
                                          Title: Assistant Vice President


                                       KREDITANSTALT FUR WIEDERAUFBAU

                                       By:/s/ Nosbuesch
                                          --------------------------------------
                                          Title: Vice President

                                       By:/s/ Belger
                                          --------------------------------------
                                          Title: SPM


                                       MORGAN STANLEY SENIOR FUNDING, INC.

                                       By:/s/ Simon Rankin
                                          --------------------------------------
                                          Title: Vice President
<PAGE>

                                       UNION PLANTERS BANK

                                       By:/s/ Christy Cornell
                                          --------------------------------------
                                          Title: Assistant Vice President


                                       BANK FUR ARBEIT UND WIRTSCHAFT AG

                                       By: /s/ H. Raffay
                                           -------------------------------------
                                          Title: SVP

                                       By: /s/ H. Schuster
                                           -------------------------------------
                                           Title: Holder of Procuration


                                       DG BANK DEUTSCHE GENOSSENSCHAFTSBANK AG.

                                       By:/s/ Mark K. Connelly
                                          --------------------------------------
                                          Title: Vice President

                                       By:/s/ Lynne McCarthy
                                          --------------------------------------
                                          Title: Vice President


                                       DEUTSCHE VERKEHRSBANK A.G.

                                       By: /s/ Constance Laudenschlager
                                           -------------------------------------
                                           Title: Senior Vice President

                                       By: /s/ Lori Nabhan
                                           -------------------------------------
                                           Title: Vice President
<PAGE>

                                       HUA NAN COMMERCIAL BANK LTD.

                                       By: /s/ Jeffrey C.F. Lee
                                           -------------------------------------
                                           Title: SVP & General Manager


                                       BANK OF CHINA, NEW YORK BRANCH

                                       By: /s/ Guoping Zhang
                                           -------------------------------------
                                           Title: Deputy General Manager