First Financial Management Corp – ‘10-Q’ for 6/30/95 – EX-10.2

As of:  Monday, 8/14/95   ·   For:  6/30/95   ·   Accession #:  950144-95-2328   ·   File #:  1-10442

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Quarterly Report   —   Form 10-Q
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        First Financial Management Corporation 10-Q           16     63K 
 2: EX-10.1     Amd. #1 to Amded. & Restated Credit Agreement          6     15K 
 3: EX-10.2     Revolving Credit Agmt. Dated as of 5/2/95            159    499K 
 4: EX-27.1     Financial Data Schedule                                1      6K 

EX-10.2   —   Revolving Credit Agmt. Dated as of 5/2/95
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                                                                    EXHIBIT 10.2

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FIRST FINANCIAL MANAGEMENT CORPORATION

FIRST FINANCIAL BANK

______________________

REVOLVING CREDIT AGREEMENT

Dated as of May 2, 1995 

______________________

$500,000,000
______________________

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), 
as Agent

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TABLE OF CONTENTS 

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Section 1.  Definitions and Accounting Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1 

         1.01  Certain Defined Terms  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1 
         1.02  Accounting Terms and Determinations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20 

Section 2.  Commitments and Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22 

         2.01  Syndicated Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22 
         2.02  Borrowings of Syndicated Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22 
         2.03  Changes of Commitments; Extension of Commitment Termination Date . . . . . . . . . . . . . . . . . . .  24 
         2.04  Money Market Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27 
         2.05  Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32 
         2.06  Lending Offices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32 
         2.07  Several Obligations; Remedies Independent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32 
         2.08  Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33 
         2.09  Optional Prepayments and Conversions or Continuation of Loans  . . . . . . . . . . . . . . . . . . . .  34 
         2.10  Swingline Loans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34 

Section 3.  Payments of Principal and Interest; Mandatory                                                                 
                      Prepayments.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36 

         3.01  Repayment of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36 
         3.02  Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36 
         3.03  Mandatory Commitment Reductions and Prepayments  . . . . . . . . . . . . . . . . . . . . . . . . . . .  38 

Section 4.  Payments; Pro Rata Treatment; Computations;                                                                   
                      Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38 

         4.01  Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38 
         4.02  Pro Rata Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39 
         4.03  Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39 
         4.04  Minimum Amounts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40 
         4.05  Certain Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40 
         4.06  Non-Receipt of Funds by the Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41 
         4.07  Sharing of Payments, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42 

Section 5.  Yield Protection and Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43 

         5.01  Additional Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43 
         5.02  Limitation on Types of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47 
         5.03  Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47 
         5.04  Treatment of Affected Loans under Certain Circumstances  . . . . . . . . . . . . . . . . . . . . . . .  48 
         5.05  Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48 
         5.06  Withholding Tax Exemption; Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49 

Credit Agreement  

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Section 6.  Conditions Precedent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50 

         6.01  Initial Extension of Credit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50 
         6.02  Initial and Subsequent Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52 

Section 7.  Representations and Warranties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52 

         7.01  Corporate Existence  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52 
         7.02  Financial Condition  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52 
         7.03  Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53 
         7.04  No Breach  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53 
         7.05  Corporate Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53 
         7.06  Approvals  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54 
         7.07  Margin Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54 
         7.08  ERISA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54 
         7.09  Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54 
         7.10  Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54 
         7.11  Credit Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54 
         7.12  Hazardous Materials  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55 
         7.13  Subsidiaries, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55 
         7.14  Material Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55 
         7.15  Accuracy and Completeness of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56 
         7.16  Compliance with Applicable Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57 
         7.17  Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57 

Section 8.  Covenants of the Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57 

         8.01  Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57 
         8.02  Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60 
         8.03  Corporate Existence, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60 
         8.04  Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61 
         8.05  Prohibition of Fundamental Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61 
         8.06  Limitation on Liens, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63 
         8.07  Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65 
         8.08  Investments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67 
         8.09  Net Worth  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69 
         8.10  Debt to Cash Flow Ratio  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69 
         8.11  Interest Coverage Ratio  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69 
         8.12  [Intentionally omitted.] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69 
         8.13          [Intentionally omitted.]   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69 
         8.14  Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69 
         8.15  Use of Proceeds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70 
         8.16  Modifications of Certain Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71 
         8.17  Lines of Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71 

Section 9.  Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71 

Credit Agreement  

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Section 10.  The Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74 

         10.01  Appointment, Powers and Immunities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74 
         10.02  Reliance by Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75 
         10.03  Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75 
         10.04  Rights as a Bank  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76 
         10.05  Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76 
         10.06  Non-Reliance on Agent and other Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77 
         10.07  Failure to Act  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77 
         10.08  Resignation or Removal of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77 
         10.09  Consents Under Basic Documents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78 

Section 11.  Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78 

         11.01  Waiver  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78 
         11.02  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78 
         11.03  Expenses, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79 
         11.04  Amendments, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79 
         11.05  Successors and Assigns  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80 
         11.06  Assignments and Participations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80 
         11.07  Survival  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82 
         11.08  Captions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83 
         11.09  Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83 
         11.10  Governing Law; Submission to Jurisdiction; Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . .  83 
         11.11  Waiver of Jury Trial  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83 
         11.12  Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83 
         11.13  Commitments under Existing Credit Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84 

SCHEDULE I       -        Credit Agreements                                                                               
SCHEDULE II      -        Environmental Matters                                                                           
SCHEDULE III     -        Subsidiaries and Investments                                                                    
SCHEDULE IV      -        Litigation and Approvals                                                                        
SCHEDULE V       -        Liens                                                                                           

EXHIBIT A-1      -        Form of Note for Syndicated Loans                                                               
EXHIBIT A-2      -        Form of Note for Money Market Loans                                                             
EXHIBIT A-3      -        Form of Note for Swingline Loans                                                                
EXHIBIT B        -        Form of Company Guarantee                                                                       
EXHIBIT C-1      -        Form of Opinion of Special Georgia Counsel to                                                   
                                    the Borrowers                                                                         
EXHIBIT C-2      -        Form of Opinion of General Counsel of the                                                       
                                    Borrowers                                                                             
EXHIBIT D        -        Form of Opinion of Special New York Counsel                                                     
                                    to the Banks                                                                          
EXHIBIT E-1      -        Form of Compliance Certificate                                                                  
EXHIBIT E-2      -        Form of Facility Fee and Margin Determination                                                   
                                    Certificate                                                                           
EXHIBIT F        -        Form of Confidentiality Agreement                                                               
EXHIBIT G        -        Form of Money Market Quote Request                                                              
EXHIBIT H        -        Form of Money Market Quote                                                                      

Credit Agreement  

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              REVOLVING CREDIT AGREEMENT dated as of May 2, 1995, between:
FIRST FINANCIAL MANAGEMENT CORPORATION, a corporation duly organized and        
validly existing under the laws of the State of Georgia (together with its      
successors and assigns, the "Company"); FIRST FINANCIAL BANK, a banking         
corporation duly organized and validly existing under the laws of the State of  
Georgia and an indirect Wholly-Owned Subsidiary of the Company (together with   
its successors and assigns, "FFB"); each of the banks (other than FFB) that is  
a signatory hereto (together with its successors and assigns, individually, a   
"Bank" and, collectively, the "Banks"); THE CHASE MANHATTAN BANK (NATIONAL      
ASSOCIATION), as the swingline bank pursuant to Section 2.10 hereof (in such    
capacity, together with its successors in such capacity, the "Swingline Bank";  
and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), as agent for the Banks (in 
such capacity, together with its successors in such capacity, the "Agent").     

              The Company and FFB have requested that the Banks make loans
to each of them in an aggregate principal amount not exceeding $500,000,000 at  
any one time outstanding as to both of them combined and the Banks are prepared 
to make such loans upon the terms and conditions hereof.  Accordingly, the      
parties hereto agree as follows:                                                

 Section 1.  Definitions and Accounting Matters.

             1.01  Certain Defined Terms.  As used herein, the following
terms shall have the following meanings (all terms defined in this Section 1.01 
or in other provisions of this Agreement in the singular to have the same       
meanings when used in the plural and vice versa):                               

            "Acquisition" shall mean any transaction, or any series of
related transactions, consummated after the date of this Agreement, by which    
the Company and/or one or more of its Subsidiaries (in one transaction or as    
the most recent transaction in a series of related transactions) (i) acquires   
any going business or all or substantially all of the assets of any firm or     
corporation (or division or operating unit thereof), whether through purchase   
of assets, merger or otherwise, (ii) directly or indirectly acquires control of 
at least a majority (in number of votes) of the securities of a corporation     
which have ordinary voting power for the election of directors or (iii)         
directly or indirectly acquires control of an ownership interest in any         
partnership or joint venture (including a joint venture in corporate form).     

              "Additional Commitment Bank" shall have the meaning assigned
to such term in Section 2.03(c) hereof.                                         

            "Additional Costs" shall have the meaning assigned to such
term in Section 5.01 hereof.                                                    

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              "Affected Bank" shall have the meaning assigned to such term
in Section 5.01(e) hereof.                                                      

            "Affiliate" shall mean, as to any Person, any other Person
which directly or indirectly controls, or is under common control with, or is   
controlled by, such Person and, if such Person is an individual, any member of  
the immediate family (including parents, spouse and children) of such           
individual and any trust whose principal beneficiary is such individual or one  
or more members of such immediate family and any Person who is controlled by    
any such member or trust.  As used in this definition, "control" (including,    
with its correlative meanings, "controlled by" and "under common control with") 
shall mean possession, directly or indirectly, of power to direct or cause the  
direction of management or policies (whether through ownership of securities or 
partnership or other ownership interests, by contract or otherwise), provided   
that, in any event, any Person which owns directly or indirectly 5% or more of  
the securities having ordinary voting power for the election of directors or    
other governing body of a corporation or 5% or more of the partnership or other 
ownership interests of any other Person (other than as a limited partner of     
such other Person) will be deemed to control such corporation or other Person.  
Notwithstanding the foregoing, (a) no individual shall be deemed to be an       
Affiliate of a corporation solely by reason of his or her being an officer or   
director of such corporation, (b) the Company and its Subsidiaries shall not be 
Affiliates of each other and (c) neither the Agent nor any Bank shall be an     
Affiliate of the Company or any of its Subsidiaries.                            

         "Applicable Facility Fee Percentage" shall mean 0.225%;
provided that the Applicable Facility Fee Percentage, for any Quarterly Period  
following the date on which the Company shall deliver to the Agent a Facility   
Fee and Margin Determination Certificate demonstrating that the Debt to Cash    
Flow Ratio, as of the last day of the most recent Computation Period, is within 
one of the ranges set forth below, shall be reduced to the percentage set forth 
below opposite such range:                                                      

                                                                [Download Table]

                                            Applicable Facility
         Range                                Fee Percentage   
         -----                              -------------------
                                                               
Less than 2.00 to 1                                0.065%      

Less than 2.50 to 1                                            
 but greater than or                               0.080%      
 equal to 2.00 to 1                                            

Less than 3.25 to 1                                            
 but greater than or                               0.125%      
 equal to 2.50 to 1                                            

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                                                                [Download Table]
                                                            
Less than 3.75 to 1                                   0.175%
 but greater than or                                        
 equal to 3.25 to 1                                         

Notwithstanding the foregoing, the Applicable Facility Fee Percentage, for any  
period during which any Event of Default shall have occurred and be continuing, 
shall equal 0.225%.                                                             

                         "Applicable Lending Office" shall mean, for each Bank
and for each type of Loan, the Lending Office of such Bank (or of an affiliate  
of such Bank) designated for such type of Loan on the signature pages hereof or 
such other office of such Bank (or of an affiliate of such Bank) as such Bank   
may from time to time specify to the Agent and the Company as the office by     
which its Loans of such type is to be made and maintained.                      

                        "Applicable Margin" shall mean:  (a) with respect to
Base Rate Loans, 0%; and (b) with respect to Eurodollar Loans, 0.525%; provided 
that the Applicable Margin for Eurodollar Loans, for any Quarterly Period       
following the date on which the Company shall deliver to the Agent a Facility   
Fee and Margin Determination Certificate demonstrating that the Debt to Cash    
Flow Ratio, as of the last day of the most recent Computation Period, is within 
one of the ranges set forth below, shall be reduced to the percentage set forth 
below opposite such range:                                                      

                                                                [Download Table]

                                                   Eurodollar
         Range                                        Loans  
         -----                                     ----------
                                                             
Less than 2.00 to 1                                   0.210% 

Less than 2.50 to 1                                   0.270% 
 but greater than or                                         
 equal to 2.00 to 1                                          

Less than 3.25 to 1                                   0.325% 
 but greater than or                                         
 equal to 2.50 to 1                                          

Less than 3.75 to 1                                   0.450% 
 but greater than or                                         
 equal to 3.25 to 1                                          

Notwithstanding the foregoing, the Applicable Margin for Eurodollar Loans, for  
any period during which any Event of Default shall have occurred and be         
continuing, shall equal 0.525%.                                                 

               "Assenting Bank" shall have the meaning assigned to that term
in Section 5.01(e) hereof.                                                      

             "Bankruptcy Code" shall mean the Federal Bankruptcy Code of
1978, as amended from time to time.                                             

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             "Base Rate" shall mean, with respect to any Base Rate Loan,
for any day, the higher of (a) the Federal Funds Rate for such day plus 0.50%   
per annum and (b) the Prime Rate for such day.  Each change in any interest     
rate provided for herein based upon the Base Rate resulting from a change in    
the Base Rate shall take effect at the time of such change in the Base Rate.    

            "Base Rate Loans" shall mean Syndicated Loans the interest
rates on which are determined on the basis of the Base Rate.                    

             "Basic Documents" shall mean, collectively, this Agreement,
the Notes and the Company Guarantee.                                            

          "Basle Accord" shall mean the proposals for a risk-based
capital framework described by the Basle Committee on Banking Regulations and   
Supervisory Practices in its paper entitled "International Convergence of       
Capital Measurement and Capital Standards" dated July 1988, as at any time      
amended or otherwise modified or replaced.                                      

"Borrowers" shall mean the Company and FFB.   

             "Business Day" shall mean any day on which commercial banks
are not authorized or required to close in New York City and, if such day       
relates to the giving of notices or quotes in connection with a LIBOR Auction   
or to a borrowing of, a payment or prepayment of principal of or interest on,   
or a Conversion of or into, or an Interest Period for, a Eurodollar Loan or a   
LIBOR Market Loan or a notice by the Company with respect to any such           
borrowing, payment, prepayment, Conversion or Interest Period, which is also a  
day on which dealings in Dollar deposits are carried out in the London          
interbank market.                                                               

         "Capital Expenditures" shall mean, for any period, with
respect to any Person, expenditures (including the aggregate amount of Capital  
Lease Obligations incurred during such period) made by such Person to acquire   
or construct fixed assets, plant and equipment (including renewals,             
improvements and replacements, but excluding repairs) during such period        
computed in accordance with GAAP.  For purposes of this Agreement, (a) other    
than as described in clause (b) below, additions to capitalized software        
computed in accordance with GAAP shall be deemed to be Capital Expenditures and 
(b) acquisitions (including, without limitation, Acquisitions) of fixed assets, 
plant, equipment and capitalized software expressly permitted by Section 8.05   
hereof (other than expenditures referred to in Section 8.05(b)(ii) hereof)      
shall be deemed not to be Capital Expenditures.                                 

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               "Capital Lease Obligations" shall mean, as to any Person, the
obligations of such Person to pay rent or other amounts under a lease of (or    
other agreement conveying the right to use) real and/or personal property which 
obligations are required to be classified and accounted for as a capital or     
financing lease on a balance sheet of such Person under GAAP (including         
Statement of Financial Accounting Standards No. 13 of the Financial Accounting  
Standards Board and amendments thereto and interpretations thereof) and, for    
purposes of this Agreement, the amount of such obligations shall be the         
capitalized amount thereof, determined in accordance with GAAP (including such  
Statement No. 13 and amendments thereto and interpretations thereof).           

          "Cash Flow" shall mean, for any period, the sum, for the
Company and its Subsidiaries (determined on a consolidated basis without        
duplication in accordance with GAAP) of (a) EBIT for such period plus (b)       
depreciation, amortization and other non-cash charges (to the extent deducted   
in determining EBIT) for such period minus (c) Net Capital Expenditures made    
(other than the aggregate amount of Capital Lease Obligations incurred) during  
such period minus (d) the aggregate amount of Interest Expense during such      
period accrued or capitalized in respect of Qualified Subordinated Indebtedness 
plus (e) the aggregate amount of dividends or other distributions received in   
cash during such period by the Company and its Subsidiaries in respect of       
common stock issued by or other ownership interests in any Person that is not a 
Subsidiary of the Company; provided that:                                       

             (i)  with respect to each Subsidiary of the Company that is
       not a Wholly-Owned Subsidiary of the Company, there shall be excluded
        from "Cash Flow" for such period the Minority Share of the amounts set
       forth in the foregoing clauses (a), (b) and (c) for such period which
are properly attributable to such Subsidiary; and             

              (ii)  in connection with any acquisition or disposition of any
       shares of capital stock or other ownership interests resulting in any
of the Subsidiaries of the Company becoming or ceasing to be a
     Subsidiary of the Company, there shall (in connection with any such
acquisition) be included in or (in connection with any such   
disposition) be excluded from Cash Flow, for the period (the  
"Designated Period") from and including the first day of the  
       Computation Period ending on or immediately prior to the date of such
acquisition or disposition to and including the date of such  
acquisition or disposition, the portion of Cash Flow properly 
     attributable to such Person had such Person (in connection with any
      acquisition) been a Subsidiary of the Company or (in connection with
any disposition) not been a Subsidiary of                     

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       the Company on the first day of the Designated Period; provided that,
       in connection with any acquisition resulting in any Person becoming a
Subsidiary of the Company, the portion of Cash Flow properly  
      attributable to such Person had such Person been a Subsidiary of the
 Company on the first day of the Designated Period shall only be
    included in Cash Flow for the Designated Period (or any portion of
       such Designated Period) for which the Company shall have provided the
 Agent and the Banks a copy of financial statements (including a
        statement of cash flows) for such Person, accompanied by a certificate
      of a senior financial officer of the Company, or a report thereon of
       independent certified public accountants, stating that such financial
  statements present fairly in all material respects the financial
      position and results of operations of such Person in accordance with
     generally accepted accounting principles; and provided further that
        Cash Flow attributable to such acquired Person may only be included in
      Cash Flow for any period if Debt used to finance in whole or in part
such acquisition, together with Debt of such acquired Person  
       outstanding when it became a Subsidiary of the Company, is treated as
 having been outstanding Debt as at the last day of such period.

               "Change in Control" shall be deemed to have occurred if any
Person or related group of Persons shall possess, directly or indirectly, the   
power to direct or cause the direction of or the power to veto (or shall in     
fact exercise any such power) the management and policies of the Company        
through the ownership or control of more than 50% of the voting securities of   
the Company (whether through ownership of said securities or partnership or     
other ownership interests, by contract or otherwise).                           

       "Chase" shall mean The Chase Manhattan Bank (National
Association).                                                                   

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

             "Commitment" shall mean, as to each Bank, the obligation of
such Bank to make Syndicated Loans in an aggregate amount up to but not         
exceeding the amount set opposite such Bank's name on the signature pages       
hereof under the caption "Commitment" (as the same may be reduced at any time   
or from time to time pursuant to Section 2.03 hereof).  The original aggregate  
amount of the Commitments as of the date hereof is $500,000,000.                

            "Commitment Termination Date" shall mean the date 364 days
after the date hereof (as such date may be extended in accordance with Section  
2.03(c) hereof); provided that if such                                          

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date is not a Business Day, the "Commitment Termination Date" shall mean the    
Business Day immediately preceding such date.                                   

               "Committed Swingline Loan" shall have the meaning assigned to
such term in Section 2.10(a) hereof.                                            

       "Company Business" shall mean (a) the information and
transactions processing business; (b) any other businesses in which the Company 
or any of its Subsidiaries is engaged as of November 8, 1994; (c) any business  
in which a "credit card bank", as defined in the Bank Holding Company Act of    
1956, as amended, may engage; (d) businesses and activities associated with the 
provision of health care management services; and (e) any business reasonably   
incidental to any such business or businesses.                                  

        "Company Guarantee" shall mean the guarantee agreement
executed and delivered by the Company, in substantially the form of Exhibit B   
hereto and as at any time amended or otherwise modified.                        

             "Compliance Certificate" shall have the meaning assigned to
that term in the last paragraph of Section 8.01 hereof.                         

                "Computation Period" shall mean any period of four consecutive
fiscal quarters of the Company for which financial statements have been         
delivered pursuant to Section 8.01(a) or (b) hereof.                            

                "Consent Date" shall have the meaning assigned to such term in
Section 2.03(c) hereof.                                                         

               "Continue", "Continuation" and "Continued" shall refer to the
continuation pursuant to Section 2.09 hereof of a Eurodollar Loan from one      
Interest Period to the next Interest Period.                                    

          "Convert", "Conversion" and "Converted" shall refer to a
conversion pursuant to Section 2.09 hereof of Base Rate Loans into Eurodollar   
Loans, or of Eurodollar Loans into Base Rate Loans, which may be accompanied by 
the transfer by a Bank (at its sole discretion) of a Loan from one Applicable   
Lending Office to another.                                                      

               "Current Termination Date" shall have the meaning assigned to
such term in Section 2.03(c) hereof.                                            

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                "Debt" shall mean, at any time, the aggregate principal amount
of all Indebtedness of the Company and its Subsidiaries at such time that is,   
or would be, reflected on a consolidated balance sheet of the Company and its   
Subsidiaries as at such time (determined on a consolidated basis without        
duplication in accordance with GAAP).                                           

              "Debt to Cash Flow Ratio" shall mean, on any date, the ratio
of (a) Debt on such date to (b) Cash Flow for the Computation Period ending on, 
or most recently ended prior to, such date.                                     

            "Default" shall mean an Event of Default or an event which
with notice or lapse of time or both would become an Event of Default.          

               "Disposition" shall have the meaning assigned to that term in
Section 8.05(c) hereof.  The terms "Dispose" and "Disposed" used as a verb      
shall have a correlative meaning.                                               

                "Dollars" and "$" shall mean lawful money of the United States
of America.                                                                     

             "EBIT" shall mean, for any period, the sum of the following
for the Company and its Subsidiaries (determined on a consolidated basis        
without duplication in accordance with GAAP):  (a) Net Income for such period   
plus (b) amounts deducted from revenues in determining such Net Income on       
account of (i) Interest Expense, (ii) Federal, state or foreign income taxes    
and (iii) non-recurring losses minus (c) amounts added to revenues in           
determining such Net Income on account of (i) interest income (other than such  
interest income that is deemed to be part of operating income) and (ii)         
non-recurring gains.                                                            

             "Environmental Laws" shall mean any and all Federal, state,
local and foreign statutes, laws, regulations, ordinances, rules, judgments,    
orders, decrees, permits, concessions, grants, franchises, licenses, agreements 
or other governmental restrictions relating to the environment or to emissions, 
discharges, releases or threatened releases of pollutants, contaminants,        
chemicals, or industrial, toxic or hazardous substances or wastes into the      
environment including, without limitation, ambient air, surface water, ground   
water, or land, or otherwise relating to the manufacture, processing,           
distribution, use, treatment, storage, disposal, transport, or handling of      
pollutants, contaminants, chemicals, or industrial, toxic or hazardous          
substances or wastes.                                                           

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

          "ERISA Affiliate" shall mean any corporation or trade or
business which is a member of the same controlled group of corporations (within 
the meaning of Section 414(b) of the Code) as the Company or is under common    
control (within the meaning of Section 414(c) of the Code) with the Company.    

             "Eurodollar Loans" shall mean Syndicated Loans the interest
rates on which are at the time determined on the basis of the Fixed Base Rate.  

            "Event of Default" shall have the meaning assigned to such
term in Section 9 hereof.                                                       

        "Existing Credit Agreement" shall mean the Amended and
Restated Credit Agreement dated as of June 25, 1992, amended and restated as of 
November 8, 1994, and amended by Amendment No. 1 dated as of May 2, 1995,       
between the Company, FFB, Chase as agent and the banks (other than FFB) named   
therein, as the same shall be modified and supplemented and in effect from time 
to time.                                                                        

                "Facility Fee and Margin Determination Certificate" shall mean
a certificate signed by a senior financial officer of the Company,              
substantially in the form of Exhibit E-2 hereto, demonstrating the Debt to Cash 
Flow Ratio for the most recent Computation Period for the purposes of           
determining the Applicable Facility Fee Percentage and the Applicable Margin.   

            "Federal Funds Rate" shall mean, for any day, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the  
weighted average of the rates on overnight Federal funds transactions with      
members of the Federal Reserve System arranged by Federal funds brokers on such 
day, as published by the Federal Reserve Bank of New York on the Business Day   
next succeeding such day, provided that (a) if the day for which such rate is   
to be determined is not a Business Day, the Federal Funds Rate for such day     
shall be such rate on such transactions on the next preceding Business Day as   
so published on the next succeeding Business Day, and (b) if such rate is not   
so published for any day, the Federal Funds Rate for such day shall be the      
average rate charged to Chase on such day on such transactions as determined by 
the Agent.                                                                      

              "Fixed Base Rate" shall mean, with respect to any Fixed Rate
Loan, the arithmetic mean (rounded upwards, if necessary, to the nearest 1/16   
of 1%), as determined by the Agent, of the rate per annum quoted by each        
Reference Bank at approximately 11:00 a.m. London time (or as soon thereafter   
as practicable) on                                                              

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the date two Business Days prior to the first day of the Interest Period for    
such Loan for the offering by such Reference Bank to leading banks in the       
London interbank market of Dollar deposits having a term comparable to such     
Interest Period and in an amount comparable to the principal amount of the      
Eurodollar Loan or LIBOR Market Loan to be made by such Reference Bank for such 
Interest Period.  If any Reference Bank is not participating in any Fixed Rate  
Loan during any Interest Period therefor, the Fixed Base Rate for such Loan for 
such Interest Period shall be determined by reference to the amount of the      
Fixed Rate Loan which such Reference Bank would have made or had outstanding    
had it been participating in such Fixed Rate Loan during such Interest Period.  
If any Reference Bank does not timely furnish such information for              
determination of any Fixed Base Rate, the Agent shall determine such Fixed Base 
Rate on the basis of information timely furnished by the remaining Reference    
Banks.                                                                          

          "Fixed Rate" shall mean, for any Fixed Rate Loan for any
Interest Period therefor, a rate per annum (rounded upwards, if necessary, to   
the nearest 1/100 of 1%) determined by the Agent to be equal to the Fixed Base  
Rate for such Loan for such Interest Period divided by (1 minus the Reserve     
Requirement for such Loan for such Interest Period).                            

             "Fixed Rate Loans" shall mean Eurodollar Loans and, for the
purposes of the definition of "Fixed Base Rate" herein and Section 5 hereof,    
LIBOR Market Loans.                                                             

            "GAAP" shall mean generally accepted accounting principles
applied on a basis consistent with those which, in accordance with (and to the  
extent provided by) the second sentence of Section 1.02(a) hereof, are to be    
used in making the calculations for purposes of determining compliance with the 
terms of this Agreement.                                                        

       "Guarantee" shall mean a guarantee, an endorsement, a
contingent agreement to purchase or to furnish funds for the payment or         
maintenance of, or otherwise to be or become contingently liable under or with  
respect to, the Indebtedness, other obligations, net worth, working capital or  
earnings of any Person, or a guarantee of the payment of dividends or other     
distributions upon the stock of any corporation, or an agreement to purchase,   
sell or lease (as lessee or lessor) property, products, materials, supplies or  
services primarily for the purpose of enabling a debtor to make payment of his, 
her or its obligations or an agreement to assure a creditor against loss, and   
including, without limitation, causing a bank to open a letter of credit for    
the benefit of another Person, but excluding endorsements for collection or     
deposit in the ordinary course of                                               

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business.  The terms "Guarantee" and "Guaranteed" used as a verb shall have a   
correlative meaning.                                                            

               "Indebtedness" shall mean, as to any Person:  (a) obligations
created, issued or incurred by such Person for borrowed money (whether by loan  
or the issuance and sale of debt securities); (b) obligations of such Person to 
pay the deferred purchase or acquisition price of property or services (to the  
extent required to be accrued as a liability on the balance sheet of such       
Person in accordance with GAAP), other than trade accounts payable (other than  
for borrowed money) arising, and accrued expenses incurred, in the ordinary     
course of business so long as such trade accounts payable are payable within 90 
days of the date the respective goods are delivered or the respective services  
are rendered; (c) Indebtedness of others secured by a Lien on the property of   
such Person, whether or not the respective indebtedness so secured has been     
assumed by such Person; (d) obligations (contingent or otherwise) of such       
Person in respect of letters of credit, bankers' acceptances or similar         
instruments issued or accepted by banks and other financial institutions for    
account of such Person; (e) Capital Lease Obligations of such Person; and (f)   
Indebtedness of others Guaranteed by such Person.                               

           "Interest Coverage Ratio" shall mean, for any Computation
Period, the ratio of (a) EBIT for such Computation Period to (b) Interest       
Expense for such Computation Period.                                            

               "Interest Expense" shall mean, for any period, the sum of the
following for the Company and its Subsidiaries (determined on a consolidated    
basis without duplication in accordance with GAAP):  (a) all interest accrued   
or capitalized in respect of Indebtedness during such period (whether or not    
actually paid during such period) plus (b) the net amounts payable (or minus    
the net amounts receivable) under Interest Rate Protection Agreements accrued   
during such period (whether or not actually paid or received during such        
period).                                                                        

"Interest Period" shall mean:                 

       (a)  with respect to any Eurodollar Loan, each period
       commencing on the date such Eurodollar Loan is made or Converted from
        a Base Rate Loan or the last day of the next preceding Interest Period
      for such Loan and ending on the numerically corresponding day in the
 first, second, third or sixth calendar month thereafter, as the
    Company may select as provided in Section 4.05 hereof, except that
       each such Interest Period which commences on the last Business Day of
   a calendar month (or on any day for which there is no numerically
corresponding day in the appropriate subsequent               

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       calendar month) shall end on the last Business Day of the appropriate
subsequent calendar month;                                    

               (b)  with respect to any Set Rate Loan, the period commencing
       on the date such Set Rate Loan is made and ending on any Business Day
     up to 180 days thereafter, as the Company may select as provided in
Section 2.04(b) hereof; and                                   

        (c)  with respect to any LIBOR Market Loan, the period
     commencing on the date such LIBOR Market Loan is made and ending on
        the numerically corresponding day in the first, second, third or sixth
     calendar month thereafter, as the Company may select as provided in
     Section 2.04(b) hereof, except that each such Interest Period which
        commences on the last Business Day of a calendar month (or any day for
    which there is no numerically corresponding day in the appropriate
      subsequent calendar month) shall end on the last Business Day of the
appropriate subsequent calendar month.                        

Notwithstanding the foregoing:  (i) if any Interest Period for any Loan would   
otherwise commence before and end after the Commitment Termination Date, such   
Interest Period shall not be available; (ii) each Interest Period which would   
otherwise end on a day which is not a Business Day shall end on the next        
succeeding Business Day (or if such next succeeding Business Day falls in the   
next succeeding calendar month, on the next preceding Business Day); and (iii)  
notwithstanding clause (i), no Interest Period for Eurodollar Loans or LIBOR    
Market Loans shall have a duration of less than one month (and, if any          
Eurodollar Loan or LIBOR Market Loan would otherwise have an Interest Period of 
a shorter duration, such Loan shall not be available hereunder).                

             "Interest Rate Protection Agreement" shall mean an interest
rate swap, cap or collar agreement or similar arrangement between any Person    
and one or more financial institutions providing for the transfer or mitigation 
of interest risks either generally or under specific contingencies.             

               "Investment" shall mean, for any Person:  (a) the acquisition
(whether for cash, property, services or securities or otherwise) of capital    
stock, bonds, notes, debentures, partnership or other ownership interests or    
other securities of any other Person; (b) the making of any deposit with, or    
advance, loan or other extension of credit to, any other Person (other than any 
such advance, loan or extension of credit having a term not exceeding 90 days   
representing the purchase price of inventory or supplies purchased in the       
ordinary course of business) or Guarantee of, or other contingent obligation    
with                                                                            

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respect to, Indebtedness or other liability of any other Person and (without    
duplication) any amount committed to be advanced, lent or extended to any other 
Person; (c) the making of acquisitions of the type referred to in clause (i) or 
(iii) of the definition of "Acquisition" in this Section 1.01; and (d) the      
entering into of any Interest Rate Protection Agreement.                        

               "LIBO Rate" shall mean, for any LIBOR Market Loan, a rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by 
the Agent to be equal to the rate of interest specified in the definition of    
"Fixed Base Rate" in this Section 1.01 for the Interest Period for such Loan    
divided by (1 minus the Reserve Requirement for such Loan for such Interest     
Period).                                                                        

           "LIBOR Auction" shall mean a solicitation of Money Market
Quotes setting forth Money Market Margins based on the LIBO Rate pursuant to    
Section 2.04 hereof.                                                            

        "LIBOR Market Loans" shall mean Money Market Loans the
interest rates on which are determined on the basis of LIBO Rates pursuant to a 
LIBOR Auction.                                                                  

             "Lien" shall mean, with respect to any asset, any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind in respect   
of such asset.  For purposes of this Agreement and the other Basic Documents, a 
Person shall be deemed to own subject to a Lien any asset which it has acquired 
or holds subject to the interest of a vendor or lessor under any conditional    
sale agreement, capital lease or other title retention agreement relating to    
such asset.                                                                     

              "Litigation" shall have the meaning assigned to that term in
Section 7.03 hereof.                                                            

             "Loans" shall mean the Money Market Loans, Syndicated Loans
and Swingline Loans.                                                            

                "Majority Banks" shall mean Banks holding more than 50% of the
aggregate amount of the Commitments or, if no Commitments are then outstanding, 
Banks holding more than 50% of the aggregate unpaid principal amount of the     
Loans.                                                                          

              "Margin Stock" shall mean margin stock within the meaning of
Regulations U and X.                                                            

                "Material Adverse Effect" shall mean a material adverse effect
on (a) the consolidated financial condition, operations or business of the      
Company and its Subsidiaries taken as a whole, (b) the ability of any Obligor   
to perform its obligations under                                                

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any of the Basic Documents to which it is a party, (c) the validity or          
enforceability of any of the Basic Documents, (d) the rights and remedies of    
the Banks and the Agent under any of the Basic Documents or (e) the timely      
payment of the principal of or interest on the Loans or other amounts payable   
in connection therewith.                                                        

            "Material Subsidiary" shall mean (i) any Subsidiary of the
Company listed on Schedule III hereto under the heading "Material               
Subsidiaries", (ii) any Subsidiary of the Company acquired after November 8,    
1994 for a purchase price (computed in accordance with GAAP) in excess of       
$80,000,000 or (iii) any Subsidiary of the Company having annual net revenues,  
or having total assets with an aggregate book value, in excess of $80,000,000.  

                "Minority Share" shall mean, with respect to any Subsidiary of
the Company that is not a Wholly-Owned Subsidiary of the Company, the aggregate 
percentage of ownership interests in such Subsidiary not owned by the Company   
and/or one or more of its Subsidiaries.                                         

             "Money Market Borrowing" shall have the meaning assigned to
such term in Section 2.04(b) hereof.                                            

           "Money Market Loans" shall mean the loans provided for by
Section 2.04 hereof.                                                            

               "Money Market Margin" shall have the meaning assigned to such
term in Section 2.04(c)(ii)(C) hereof.                                          

             "Money Market Quote" shall mean an offer in accordance with
Section 2.04(c) hereof by a Bank to make a Money Market Loan with one single    
specified interest rate.                                                        

              "Money Market Quote Request" shall have the meaning assigned
to such term in Section 2.04(b) hereof.                                         

             "Money Market Rate" shall have the meaning assigned to such
term in Section 2.04(c)(ii)(D) hereof.                                          

              "Moody's" shall mean Moody's Investors Service, Inc. and its
successors.                                                                     

              "Multiemployer Plan" shall mean a multiemployer plan defined
as such in Section 3(37) of ERISA to which contributions have been made by the  
Company or any ERISA Affiliate and which is covered by Title IV of ERISA.       

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               "Net Capital Expenditures" shall mean, for any period for any
Person, the excess (if any) of (a) aggregate amount of Capital Expenditures for 
such period over (b) the sum of (i) the value of all consideration received in  
connection with the disposition by such Person of fixed assets, plant,          
equipment and capitalized software disposed in the same or a related            
transaction during such period whether giving rise to an offset to or credit    
against the cost of the fixed assets, plant and equipment being acquired or     
otherwise plus (ii) casualty insurance proceeds received by such Person during  
such period with respect to fixed assets, plant and equipment of a similar      
type.                                                                           

             "Net Carrying Value" shall mean, with respect to any asset,
the historical cost (less accumulated depreciation, amortization and other      
valuation allowances) of such asset determined in accordance with GAAP.         

           "Net Income" shall mean, for any period, consolidated net
income (or loss) of the Company and its Subsidiaries for such period            
(determined on a consolidated basis without duplication in accordance with      
GAAP).                                                                          

               "Net Worth" shall mean, on any date, the shareholders' equity
of the Company and its Subsidiaries (determined on a consolidated basis without 
duplication in accordance with GAAP).                                           

               "Non-Consenting Bank" shall have the meaning assigned to that
term in Section 2.03(c) hereof.                                                 

         "Notes" shall mean the promissory notes provided for by
Section 2.08 hereof.                                                            

"Obligors" shall mean the Company and FFB.    

              "Participation Agreement" shall have the meaning assigned to
that term in Section 11.06(c) hereof.                                           

         "Payor" shall have the meaning assigned to that term in
Section 4.06 hereof.                                                            

               "PBGC" shall mean the Pension Benefit Guaranty Corporation or
any entity succeeding to any or all of its functions under ERISA.               

      "Permitted FFB Investments" shall mean (i) Permitted
Investments and (ii) transactions in Federal funds with members of the Federal  
Reserve System.                                                                 

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               "Permitted Investments" of any Person shall mean:  (a) direct
obligations of the United States of America, or of any agency thereof, or       
obligations guaranteed as to principal and interest by the United States of     
America, or of any agency thereof; (b) direct obligations of any state of the   
United States of America, or any political subdivision of any such state or any 
public instrumentality thereof having an investment grade rating from either    
S&P or Moody's; (c) certificates of deposit and bankers' acceptances issued by  
any bank, thrift institution or trust company organized under the laws of the   
United States of America or any state thereof and having capital, surplus and   
undivided profits of at least $500,000,000; (d) time deposits with any          
commercial bank (whether domestic or foreign) whose short-term commercial       
paper (or that of its bank holding company) is rated A-1 or better or P-1 or    
better by S&P or Moody's, respectively, (e) commercial paper rated A-1 or       
better or P-1 or better by S&P or Moody's, respectively; (f) repurchase and     
reverse repurchase arrangements with respect to underlying securities of the    
types described in clauses (a) through (e) above; and (g) shares of any         
open-end mutual fund substantially all of whose investments are of the type     
described in clauses (a) through (f) above.                                     

           "Person" shall mean any individual, corporation, company,
voluntary association, partnership, joint venture, trust, unincorporated        
organization or government (or any agency, instrumentality or political         
subdivision thereof).                                                           

     "Plan" shall mean an employee benefit or other plan
established or maintained by the Company or any ERISA Affiliate and which is    
covered by Title IV of ERISA, other than a Multiemployer Plan.                  

                "Post-Default Rate" shall mean, in respect of any principal of
any Loan or any other amount payable by any Borrower under any Basic Document   
that is not paid when due (whether at stated maturity, by acceleration or       
otherwise), a rate per annum during the period from and including the due date  
to but excluding the date on which such amount is paid in full equal to 2% plus 
the Base Rate as in effect from time to time plus the Applicable Margin         
(provided that, if the amount so in default is principal of a Eurodollar Loan   
or a Money Market Loan and the due date thereof is a day other than the last    
day of an Interest Period therefor, the "Post-Default Rate" for such principal  
shall be, for the period from and including the due date and to but excluding   
the last day of such Interest Period, 2% plus the interest rate for such Loan   
as provided in Section 3.02 hereof and, thereafter, the rate provided for above 
in this definition).                                                            

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                "Prime Rate" shall mean the rate of interest from time to time
announced by Chase at the Principal Office as its prime commercial lending      
rate.                                                                           

           "Principal Office" shall mean the principal office of the
Agent and Chase, presently located at 1 Chase Manhattan Plaza, New York, New    
York 10081.                                                                     

            "Qualified Subordinated Indebtedness" shall mean unsecured
Indebtedness issued after June 25, 1992:                                        

              (a)  for which the Company is directly and primarily liable,

          (b)  in respect of which none of the Subsidiaries of the
Company is obligated, whether as a direct obligor or under any
Guarantee,                                                    

       (c)  which is subordinated in right of payment to the
       obligations of the Company hereunder, under the Notes and the Company
Guarantee,                                                    

              (d)  which is convertible into shares of common stock of the
Company, and                                                  

              (e)  in respect of which no payment of principal, or sinking
   fund or similar payment, is scheduled to occur (whether at stated
    maturity, by mandatory prepayment or otherwise) on or prior to the
        date six months after the Commitment Termination Date in effect at the
date of issuance of such Indebtedness.                        

            "Quarterly Dates" shall mean the last Business Day of each
March, June, September and December in each year, the first of which shall be   
the first such Business Day after the date of this Agreement.                   

       "Quarterly Period" shall mean (a) the period from and
including the date hereof to but excluding the Quarterly Date next succeeding   
the first date on which the Company is required to deliver financial statements 
pursuant to Section 8.01(a), (b), (c) or (d) hereof and (b) each period,        
following the period referred to in clause (a), from and including a Quarterly  
Date to but excluding the next succeeding Quarterly Date.                       

               "Reference Banks" shall mean, subject to Sections 2.03(c) and
5.01(e) hereof, Chase, The Bank of New York and Wachovia Bank of Georgia, N.A.  
(or their Applicable Lending Offices, as the case may be).                      

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       "Regulations A, D, U and X" shall mean, respectively,
Regulations A, D, U and X of the Board of Governors of the Federal Reserve      
System (or any successor), as the same may be amended or supplemented from time 
to time.                                                                        

               "Regulatory Change" shall mean, with respect to any Bank, any
change after the date of this Agreement in United States Federal, state or      
foreign law or regulations (including, without limitation, Regulation D) or the 
adoption or making after such date of any interpretation, directive or request  
applying to a class of banks including such Bank of or under any United States  
Federal, state or foreign law or regulations (whether or not having the force   
of law) by any court or governmental or monetary authority charged with the     
interpretation or administration thereof.                                       

            "Replacement Bank" shall have the meaning assigned to that
term in Section 5.01(e) hereof.                                                 

            "Required Payment" shall have the meaning assigned to that
term in Section 4.06 hereof.                                                    

               "Reserve Requirement" shall mean, for any Interest Period for
any Eurodollar Loan or LIBOR Market Loan, the average maximum rate at which     
reserves (including any marginal, supplemental or emergency reserves) are       
required to be maintained during such Interest Period under Regulation D by     
member banks of the Federal Reserve System in New York City with deposits       
exceeding one billion Dollars against "Eurocurrency liabilities" (as such term  
is used in Regulation D).  Without limiting the effect of the foregoing, the    
Reserve Requirement shall include any other reserves required to be maintained  
by such member banks by reason of any Regulatory Change against (a) any         
category of liabilities which includes deposits by reference to which the Fixed 
Base Rate for Eurodollar Loans or LIBOR Market Loans (as the case may be) is to 
be determined as provided in the definition of "Fixed Base Rate" or "LIBO Rate" 
in this Section 1.01 or (b) any category of extensions of credit or other       
assets which include Eurodollar Loans or LIBOR Market Loans.  Each Bank         
confirms that, on the date of this Agreement, no reserves are required to be    
maintained under Regulation D by member banks of the Federal Reserve System in  
New York City with deposits exceeding one billion Dollars against "Eurocurrency 
liabilities" (as such term is used in Regulation D).                            

          "S&P" shall mean Standard & Poor's Ratings Group and its
successors.                                                                     

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              "Set Rate Auction" shall mean a solicitation of Money Market
Quotes setting forth Money Market Rates pursuant to Section 2.04 hereof.        

             "Set Rate Loans" shall mean Money Market Loans the interest
rates on which are determined on the basis of Money Market Rates pursuant to a  
Set Rate Auction.                                                               

       "Specified Company Indebtedness" shall mean unsecured
Indebtedness (which may include Subordinated Indebtedness of the type referred  
to in clause (b) of the definition thereof):                                    

              (a)  for which the Company is directly and primarily liable,

          (b)  in respect of which none of the Subsidiaries of the
Company is obligated, whether as a direct obligor or under any
Guarantee, and                                                

               (c)  contains covenants and events of default no more onerous
      on the Company and its Subsidiaries than the covenants and events of
default contained in this Agreement.                          

           "Subordinated Indebtedness" shall mean, collectively, (a)
Qualified Subordinated Indebtedness and (b) all other Indebtedness of the       
Company which is subordinated in right of payment to the obligations of the     
Company hereunder and under the Notes.                                          

          "Subsidiary" shall mean, with respect to any Person, any
corporation (whether now existing or hereafter created or acquired) of which at 
least a majority of the outstanding shares of stock having by the terms thereof 
ordinary voting power to elect a majority of the board of 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 directly or          
indirectly owned or controlled by such Person and/or one or more Subsidiaries   
of such Person.  "Wholly-Owned Subsidiary" shall mean, with respect to any      
Person, any such corporation of which all of such shares, other than directors' 
qualifying shares, are owned or controlled by such Person and/or one or more    
Wholly-Owned Subsidiaries of such Person.                                       

         "Swingline Amount" shall mean $0 as the same may be (i)
increased at any time or from time to time with the consent of the Banks by     
notice from the Swingline Bank to FFB (provided that, in no event shall the     
Swingline Amount hereunder, together with the "Swingline Amount" under the      
Existing Credit Agreement,                                                      

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exceed $450,000,000 in the aggregate) or (ii) reduced at any time or from time  
to time by not less than 30 days' notice from the Swingline Bank to FFB.        

      "Swingline Bank" shall mean Chase, together with its
successors and assigns in such capacity.                                        

               "Swingline Borrowing" shall have the meaning assigned to such
term in Section 2.10(b) hereof.                                                 

               "Swingline Borrowing Date" shall have the meaning assigned to
such term in Section 2.10(b) hereof.                                            

                "Swingline Loans" shall mean the loans provided for by Section
2.10 hereof.                                                                    

            "Swingline Margin" shall have the meaning assigned to such
term in Section 2.10(c) hereof.                                                 

              "Swingline Maturity Date" shall have the meaning assigned to
such term in Section 3.01(c) hereof.                                            

              "Swingline Note" shall mean the promissory note provided for
by Section 2.08(d) hereof.                                                      

          "Swingline Quote" shall mean an offer in accordance with
Section 2.10(c) hereof by the Swingline Bank to make an Uncommitted Swingline   
Loan with a specified Swingline Margin.                                         

             "Swingline Request" shall have the meaning assigned to such
term in Section 2.10(b) hereof.                                                 

         "Syndicated Loans" shall mean the loans provided for by
Section 2.01 hereof.                                                            

            "Total Assets" shall mean, on any date, the aggregate book
value of all of the assets of the Company and its Subsidiaries at such date     
(determined on a consolidated basis without duplication in accordance with      
GAAP).                                                                          

              "Uncommitted Swingline Loan" shall have the meaning assigned
to such term in Section 2.10(a) hereof.                                         

1.02  Accounting Terms and Determinations.    

         (a)  Except as otherwise expressly provided herein, all
accounting terms used herein shall be interpreted, and all financial statements 
and certificates and reports as to financial matters required to be delivered   
to the Banks hereunder shall (unless otherwise disclosed to the Banks at the    
time of delivery                                                                

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thereof in the manner described in subsection (b) below) be prepared, in        
accordance with generally accepted accounting principles applied on a basis     
consistent with those used in the preparation of the latest financial           
statements furnished to the Banks hereunder after the date hereof (or, if no    
such financial statements have yet been delivered under Section 8.01 hereof,    
with those used in the preparation of the relevant financial statements         
referred to in Section 7.02 hereof).  All calculations made for the purposes of 
determining compliance with the terms of this Agreement shall (except as        
otherwise expressly provided herein) be made by application of generally        
accepted accounting principles applied on a basis consistent with those used in 
the preparation of the annual or quarterly financial statements furnished to    
the Banks pursuant to Section 8.01 hereof unless (i) the Company shall have     
objected, on the grounds stated in the next succeeding sentence, to determining 
such compliance on such basis at the time of delivery of such financial         
statements or (ii) the Majority Banks shall so object in a notice to the        
Company given within 30 days after delivery of such financial statements, in    
either of which events such calculations shall be made on a basis consistent    
with those used in the preparation of the latest financial statements as to     
which such objection shall not have been made (which, if objection is made in   
respect of the first financial statements delivered under Section 8.01 hereof,  
shall mean the relevant financial statements referred to in Section 7.02        
hereof); provided that any certification required of the Company or any other   
Person regarding calculations made on such basis may be qualified to reflect    
the failure to apply generally accepted accounting principles then in effect.   
Either the Company or the Majority Banks shall have the right to object as      
stated in clauses (i) and (ii) of the preceding sentence only if generally      
accepted accounting principles as applied in the preparation of the financial   
statements as to which such objection has been made have changed from generally 
accepted accounting principles as applied in the preparation of the last        
financial statements furnished to the Banks in accordance with Section 8.01     
hereof as to which an objection shall not have been made (which, if objection   
is made in respect of the first financial statements delivered under Section    
8.01 hereof, shall mean the relevant financial statements referred to in        
Section 7.02 hereof) and as a result of that change the basis of such           
calculations has been altered or changed in a material way.                     

              (b)  The Company shall deliver to the Banks at the same time
as the delivery of any annual or quarterly financial statement under Section    
8.01 hereof a description in reasonable detail of any material variation (as    
determined by the Company and its auditors) between the application of          
accounting principles employed in the preparation of such statement and the     
application of accounting principles employed in the preparation                

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of the next preceding annual or quarterly financial statements as to which no   
objection has been made in accordance with the penultimate sentence of          
subsection (a) above, and reasonable estimates of the difference between such   
statements arising as a consequence thereof.                                    

          (c)  To enable the ready and consistent determination of
compliance with the covenants set forth in Section 8 hereof, the Company will   
not, and will not permit any of its Subsidiaries to, change the last day of its 
fiscal year from December 31, or the last days of the first three fiscal        
quarters in each of its fiscal years from March 31, June 30 and September 30,   
respectively.                                                                   

Section 2.  Commitments and Loans.            

             2.01  Syndicated Loans.  Each Bank severally agrees, on the
terms of this Agreement, to make loans (each a "Syndicated Loan") to the        
Company in Dollars during the period from and including the date hereof to but  
not including the Commitment Termination Date in an aggregate principal amount  
at any one time outstanding up to but not exceeding the amount of such Bank's   
Commitment as then in effect.  Subject to the terms of this Agreement, during   
such period the Company may borrow, repay and reborrow the amount of the        
Commitments; provided that the aggregate principal amount of all Syndicated     
Loans, together with the aggregate principal amount of all Money Market Loans   
and Swingline Loans, at any one time outstanding shall not exceed the aggregate 
amount of the Commitments at such time.  Syndicated Loans may be Base Rate      
Loans and/or Eurodollar Loans (each a "type" of Syndicated Loan).  The Company  
may Convert Syndicated Loans of one type into Syndicated Loans of the other     
type (as provided in Section 2.09 hereof) or Continue Syndicated Loans of one   
type as Syndicated Loans of the same type (as provided in Section 2.09 hereof). 
There may be no more than fifteen different Interest Periods for both           
Syndicated Loans and Money Market Loans outstanding at the same time (for which 
purpose Interest Periods described in different lettered clauses of the         
definition of the term "Interest Period" shall be deemed to be different        
Interest Periods even if they are coterminous).                                 

2.02  Borrowings of Syndicated Loans.         

             (a)  The Company shall give the Agent (which shall promptly
notify the Banks) notice of each borrowing hereunder as provided in Section     
4.05 hereof.  Not later than 1:00 p.m. New York time on the date of each        
borrowing of Syndicated Loans, each Bank shall, subject to the terms and        
conditions of this Agreement, make available the amount of each Syndicated Loan 
to be made by it on such date to the Agent, at account number NYAO-             

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DI-900-9-000002 maintained by the Agent with Chase at the Principal Office, in  
immediately available funds, for account of the Company.  The amount so         
received by the Agent shall, subject to the terms and conditions of this        
Agreement, be made available to the Company by depositing the same on the date  
received, in immediately available funds, in an account of the Company          
maintained with Chase at the Principal Office designated by the Company.        

             (b)  At any time from the date on which a Swingline Loan is
made until such Swingline Loan shall have been paid in full, the Swingline Bank 
may, and the Company hereby irrevocably authorizes and empowers (which power is 
coupled with an interest) the Swingline Bank to, deliver, on behalf of the      
Company, to the Agent a notice of borrowing of Syndicated Loans that are Base   
Rate Loans in an amount equal to the then unpaid principal amount of such       
Swingline Loan.  The proceeds of such Syndicated Loans shall be applied solely  
to refinance such Swingline Loan and the Company shall be deemed to have        
advanced the proceeds of such Syndicated Loans to FFB. In the event that the    
power of the Swingline Bank to give such notice of borrowing on behalf of the   
Company is terminated for any reason whatsoever (including, without limitation, 
a termination resulting from the occurrence of an event specified in clause (g) 
or (h) of Section 9 hereof with respect to the Company), or the Swingline Bank  
is otherwise precluded for any reason whatsoever from giving a notice of        
borrowing on behalf of the Company as provided in the preceding sentence, each  
Bank shall, upon notice from the Swingline Bank, promptly purchase from the     
Swingline Bank a participation in (or, if and to the extent specified by the    
Swingline Bank, a direct interest in) such Swingline Loan in the amount of the  
Base Rate Loan it would have been obligated to make pursuant to such notice of  
borrowing.  Anything in Sections 2.02(a) or 4.05 hereof to the contrary         
notwithstanding, each Bank shall, not later than 4:00 p.m. New York time on the 
Business Day on which such notice is given (if such notice is given by 2:15     
p.m. New York time) or 9:00 a.m. New York time on the next succeeding Business  
Day (if such notice is given after 2:15 p.m. New York time), make available the 
amount of the Base Rate Loan to be made by it (or the amount of the             
participation or direct interest to be purchased by it, as the case may be) to  
the Agent at the account specified in Section 2.02(a) hereof and the amount so  
received by the Agent shall be made available to the Swingline Bank by          
depositing the same, in immediately available funds, in an account of the       
Swingline Bank maintained with Chase at the Principal Office designated by the  
Swingline Bank.  Promptly following its receipt of any payment in respect of a  
Swingline Loan, the Swingline Bank shall pay to each Bank that has acquired a   
participation in such Loan such Bank's proportionate share of such payment.     

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            Anything in this Agreement to the contrary notwithstanding
(including, without limitation, in Section 6.02 hereof), the obligation of each 
Bank to make its Base Rate Loan (or purchase its participation or direct        
interest in the Swingline Loan, as the case may be) pursuant to this Section    
2.02(b) is unconditional under any and all circumstances whatsoever and shall   
not be subject to set-off, counterclaim or defense to payment that such Bank    
may have or have had against the Company, FFB, the Agent, the Swingline Bank or 
any other Bank and, without limiting any of the foregoing, shall be             
unconditional irrespective of (i) the occurrence of any Default, (ii) the       
financial condition of the Company, any Subsidiary or Affiliate of the Company, 
the Agent, the Swingline Bank or any other Bank or (iii) the termination or     
cancellation of the Commitments; provided that no Bank shall be obligated to    
make such Base Rate Loan (or to purchase its participation or direct interest   
in the Swingline Loan) if, at the time of the making of such Swingline Loan,    
the Swingline Bank had actual knowledge that a Default had occurred and was     
continuing.  The Company and FFB agree that any Bank so purchasing a            
participation (or direct interest) in such Swingline Loan may exercise all      
rights of set-off, bankers' lien, counterclaim or similar rights with respect   
to such participation as fully as if such Bank were a direct holder of a        
Swingline Loan in the amount of such participation.                             

              If any Bank shall default in its obligation to make its Base
Rate Loan to refinance any Swingline Loan (or purchase its participation or     
direct interest in such Swingline Loan, as the case may be) pursuant to the     
first paragraph of this Section 2.02(b), then for so long as such default shall 
continue, the Agent shall at the request of the Swingline Bank, withhold from   
any payments received by the Agent under this Agreement or any Note for account 
of such Bank the amount so in default and the Agent shall pay the same to the   
Swingline Bank up to the amount and in satisfaction of such defaulted           
obligation, which amount the Swingline Bank will apply to the repayment of the  
principal of such Swingline Loan (if such Bank defaulted in its obligation to   
make its Base Rate Loan) or otherwise to the purchase of the participation or   
direct interest to be purchased by such Bank.                                   

       2.03  Changes of Commitments; Extension of Commitment
Termination Date.                                                               

         (a)  Optional.  (1) The Company shall have the right to
terminate or reduce the aggregate unused amount of the Commitments (for which   
purpose the amount of any Money Market Loans or Swingline Loans shall be deemed 
to be a pro rata (based on the Commitments) utilization of each Bank's          
Commitment) at any time or from time to time in accordance with the provisions  
of Sections 4.04 and 4.05 hereof.                                               

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        (2)  The Company shall have the right to terminate the
Commitment of any Bank ("Terminated Bank") in whole but not in part at any time 
upon not less than five Business Days' notice to the Terminated Bank and the    
Agent; provided that (i) the aggregate amount of the Commitments of all         
Terminated Banks pursuant to this provision shall not exceed $50,000,000; (ii)  
after giving effect to such termination the aggregate outstanding principal     
amount of Loans shall not exceed the aggregate amount of the Commitments; (iii) 
no Default shall have occurred and be continuing at the time of any such        
termination; (iv) (A) no Loan shall be outstanding hereunder at the time of     
such termination or (B) if any Loan is outstanding hereunder at such time, then 
the consent of the Majority Banks to such termination shall have been obtained; 
and (v) all principal of, and interest on, the Loans made by the Terminated     
Bank, and all other amounts then owing to such Terminated Bank hereunder        
(including, without limitation, any amounts payable under Section 5.05 hereof), 
shall be paid at the time of such termination.                                  

                (b)  Mandatory.  The aggregate amount of the Commitments shall
be automatically reduced to zero on the Commitment Termination Date.            

             (c)  Extension of Commitment Termination Date.  The Company
may, by notice to the Agent (which shall promptly deliver a copy thereof to     
each of the Banks) not less than 60 days and not more than 90 days prior to the 
Commitment Termination Date then in effect (the "Current Termination Date"),    
request that the Banks extend the Commitment Termination Date for an additional 
364 days from the Consent Date (as defined below).  If the Company shall so     
request such an extension, each Bank, acting in its sole discretion, may, by    
notice to the Company and the Agent not less than 30 days prior to the Current  
Termination Date (the "Consent Date" with respect to such requested extension), 
advise whether or not such Bank agrees to such extension; provided that any     
Bank that agrees to such requested extension before the Consent Date may revoke 
such agreement prior to the Consent Date; and provided further, that each Bank  
that determines not to extend the Commitment Termination Date (a                
"Non-Consenting Bank") shall notify the Company and the Agent (which shall      
notify the Banks) of such fact promptly after such determination (but in any    
event not later than the Consent Date) and any Bank that does not advise the    
Agent and the Company on or before the Consent Date shall be deemed to be a     
Non-Consenting Bank.  The election of any Bank to agree to such extension shall 
not obligate any other Bank to agree.                                           

           The Company shall have the right on or before the Current
Termination Date, to replace each Non-Consenting Bank with one or more other    
banks (which may include any Bank, each an                                      

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"Additional Commitment Bank"), each of which Additional Commitment Banks shall  
have entered into an agreement in form and substance satisfactory to the        
Company and the Agent pursuant to which such Additional Commitment Bank shall   
undertake all or any portion of the Commitment(s) of one or more Non-Consenting 
Banks (if any such Additional Commitment Bank is a Bank, its Commitment shall   
be in addition to such Bank's Commitment hereunder on such date).  Each         
Additional Commitment Bank shall thereupon become a "Bank" for all purposes of  
this Agreement.                                                                 

                If Banks holding Commitments (not including the Commitments of
the Additional Commitment Banks) that aggregate more than 66-2/3% of the        
aggregate amount of the Commitments (not including the Commitments of the       
Additional Commitment Banks) shall, by the Consent Date, have agreed (or be     
deemed to have agreed as provided above) to extend the Current Termination      
Date, then, effective as of the Current Termination Date, the Commitment        
Termination Date shall be extended to the date falling 364 days after the       
Consent Date (provided, if such date is not a Business Day, then such           
Commitment Termination Date as so extended shall be the next preceding Business 
Day).                                                                           

             Notwithstanding the foregoing, the extension of the Current
Termination Date shall not be effective unless (i) no Default shall have        
occurred and be continuing either on the date of the notice requesting such     
extension, on the Consent Date or on the Current Termination Date, and (ii)     
each of the representations and warranties of the Company in Section 7 hereof   
shall be true and complete in all material respects on and as of each of the    
date of such notice, the Consent Date and the Current Termination Date with the 
same force and effect as if made on and as each such date (or, if any such      
representation or warranty is expressly stated to have been made as of a        
specific date as of such specific date).                                        

                Even if the Current Termination Date is extended as aforesaid,
the Commitment of each Non-Consenting Bank shall terminate on the Current       
Termination Date and all principal of and interest on the Loans made by each    
such Non-Consenting Bank, and all other amounts then owing to such              
Non-Consenting Bank hereunder (including, without limitation, any amounts       
payable under Section 5.05 hereof), shall be paid on the then Current           
Termination Date.                                                               

               Without affecting the rights or obligations of the Company or
any Bank under this Section 2.03(c) (and without liability to the Company or    
any Bank for any failure to do so), the Agent will endeavor to remind the       
Company, not less than 90 days prior to the Current Termination Date, of any    
right the                                                                       

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Company may have under this Section 2.03(c) to extend the Current Termination   
Date.                                                                           

          If any Non-Consenting Bank is a Reference Bank (or whose
Applicable Lending Office is a Reference Bank, as the case may be), such        
Reference Bank shall cease to be a Reference Bank at the close of business on   
the date five (5) Business Days prior to the then Current Termination Date and, 
if as a result of the foregoing, there shall be less than three Reference Banks 
remaining, then the Agent (with the consent of the Company) shall, by notice to 
the Company and the Banks, designate additional Bank(s) as Reference Bank(s),   
so that there shall at all times be at least three Reference Banks.             

               If the Swingline Bank is a Non-Consenting Bank the provisions
of Section 2.10 hereof shall cease being available on the then Current          
Termination Date unless another Bank shall have agreed to be the Swingline      
Bank.                                                                           

            (d)  No Reinstatement.  The Commitments once terminated or
reduced may not be reinstated.                                                  

2.04  Money Market Loans.                     

            (a)  In addition to borrowings of Syndicated Loans, at any
        time prior to the Commitment Termination Date, the Company may, as set
      forth in this Section 2.04, request the Banks to make offers to make
   Money Market Loans to the Company in Dollars.  The Banks may, but
        shall have no obligation to, make such offers and the Company may, but
       shall have no obligation to, accept any such offers in the manner set
     forth in this Section 2.04.  Money Market Loans may be LIBOR Market
Loans or Set Rate Loans (each a " type" of Money Market Loan),
provided that:                                                

                    (i)  there may be no more than fifteen different
             Interest Periods for both Syndicated Loans and Money Market
                Loans outstanding at the same time (for which purpose Interest
        Periods described in different lettered clauses of the
                definition of the term "Interest Period" shall be deemed to be
           different Interest Periods even if they are coterminous);

                   (ii)  the aggregate principal amount of all Money
               Market Loans, together with the aggregate principal amount of
           all Syndicated Loans and Swingline Loans, at any one time
          outstanding shall not exceed the aggregate amount of the
Commitments at such time; and                 

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                  (iii)  the Interest Period for any Money Market Loan shall
              end on a date no later than the Commitment Termination Date.

              (b)  When the Company wishes to request offers to make Money
        Market Loans, it shall give the Agent (which shall promptly notify the
        Banks) notice (a "Money Market Quote Request") so as to be received no
    later than 11:00 a.m. New York time on (x) the fourth Business Day
   prior to the date of borrowing proposed therein, in the case of a
  LIBOR Auction or (y) the Business Day next preceding the date of
       borrowing proposed therein, in the case of a Set Rate Auction (or, in
       any such case, such other time and date as the Company and the Agent,
      with the consent of the Majority Banks, may agree).  The Company may
     request offers to make Money Market Loans for up to three different
 Interest Periods in a single notice (for which purpose Interest
     Periods in different lettered clauses of the definition of the term
    "Interest Period" shall be deemed to be different Interest Periods
   even if they are coterminous); provided that the request for each
        separate Interest Period shall be deemed to be a separate Money Market
      Quote Request for a separate borrowing (a "Money Market Borrowing").
  Each such notice shall be substantially in the form of Exhibit G
hereto and shall specify as to each Money Market Borrowing:   

                    (i)  the proposed date of such borrowing, which shall be
a Business Day;                               

                    (ii)  the aggregate amount of such Money Market Borrowing,
                which shall be at least $25,000,000 (or in larger multiples of
               $500,000) but shall not cause the limits specified in Section
2.04(a) hereof to be violated;                

             (iii)  the duration of the Interest Period applicable
thereto;                                      

               (iv)  whether the Money Market Quotes requested for a
              particular Interest Period are to be quotes for LIBOR Market
Loans or Set Rate Loans; and                  

                (v)  if the Money Market Quotes requested are to set
               forth a Money Market Rate, the date on which the Money Market
              Quotes are to be submitted if it is before the proposed date
              of borrowing (the date on which such Money Market Quotes are
  to be submitted is called the "Quotation Date").

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       Except as otherwise provided in this Section 2.04(b), no Money Market
       Quote Request shall be given within five Business Days (or such other
      number of days as the Company and the Agent, with the consent of the
     Majority Banks, may agree) of any other Money Market Quote Request.

         (c)  (i)  Each Bank may submit one or more Money Market
 Quotes, each containing an offer to make a Money Market Loan in
   response to any Money Market Quote Request; provided that, if the
        Company's request under Section 2.04(b) hereof specified more than one
        Interest Period, such Bank may make a single submission containing one
        or more Money Market Quotes for each such Interest Period.  Each Money
     Market Quote must be submitted to the Agent not later than (x) 2:00
     p.m. New York time on the fourth Business Day prior to the proposed
     date of borrowing, in the case of a LIBOR Auction or (y) 10:00 a.m.
        New York time on the Quotation Date, in the case of a Set Rate Auction
        (or, in any such case, such other time and date as the Company and the
     Agent, with the consent of the Majority Banks, may agree); provided
   that any Money Market Quote submitted by Chase (or its Applicable
       Lending Office) may be submitted, and may only be submitted, if Chase
       (or such Applicable Lending Office) notifies the Company of the terms
      of the offer contained therein not later than (x) 1:00 p.m. New York
time on the fourth Business Day prior to the proposed date of 
     borrowing, in the case of a LIBOR Auction or (y) 9:45 a.m. New York
time on the Quotation Date, in the case of a Set Rate Auction.
  Subject to Sections 5.02(b), 5.03, 7.02 and 10 hereof, any Money
      Market Quote so made shall be irrevocable except with the consent of
 the Agent given on the instructions of the Company.  Except for
        submissions to the Agent as provided above, no Bank shall, directly or
 indirectly, communicate with any other Bank regarding the terms
   contained in, or under consideration for, any Money Market Quote.
     Chase shall not consider the terms of any other Bank's Money Market
        Quote in deciding the terms of any Money Market Quote it may decide to
submit to the Company.                                        

             (ii)  Each Money Market Quote shall be substantially in the
form of Exhibit H hereto and shall specify:                   

                  (A)  the proposed date of borrowing and the Interest
Period therefor;                              

                    (B)  the principal amount of the Money Market Loan for
             which each such offer is being made, which principal amount
                shall be at least $5,000,000 or a larger multiple of $500,000;
           provided that the aggregate principal amount of all Money
Market Loans                                  

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         for which a Bank submits Money Market Quotes (x) may be
              greater or less than the Commitment of such Bank but (y) may
               not exceed the principal amount of the Money Market Borrowing
        for a particular Interest Period for which offers were
requested;                                    

                         (C)  in the case of a LIBOR Auction, the margin above
               or below the applicable LIBO Rate (the "Money Market Margin")
         offered for each such Money Market Loan, expressed as a
            percentage (expressed to the nearest 1/10,000 of 1%) to be
       added to or subtracted from the applicable LIBO Rate;

                       (D)  in the case of a Set Rate Auction, the rate of
              interest per annum (expressed to the nearest 1/10,000 of 1%)
            offered for each such Money Market Loan (the "Money Market
Rate"); and                                   

          (E)  the identity of the quoting Bank.

       Unless otherwise agreed by the Agent and the Company, no Money Market
    Quote shall contain qualifying, conditional or similar language or
   propose terms other than or in addition to those set forth in the
    applicable Money Market Quote Request and, in particular, no Money
       Market Quote may be conditioned upon acceptance by the Company of all
  (or some specified minimum) of the principal amount of the Money
Market Loan for which such Money Market Quote is being made.  

                (d)  The Agent shall (x) in the case of a Set Rate Auction, as
        promptly as practicable after the Money Market Quote is submitted (but
       in any event not later than 10:15 a.m. New York time on the Quotation
    Date) or (y) in the case of a LIBOR Auction, by 4:00 p.m. New York
       time on the day a Money Market Quote is submitted, notify the Company
        of the terms (i) of any Money Market Quote submitted by a Bank that is
        in accordance with Section 2.04(c) hereof and (ii) of any Money Market
 Quote that amends, modifies or is otherwise inconsistent with a
        previous Money Market Quote submitted by such Bank with respect to the
    same Money Market Quote Request.  Any such subsequent Money Market
     Quote shall be disregarded by the Agent and the Company unless such
subsequent Money Market Quote is submitted solely to correct a
       manifest error in such former Money Market Quote.  The Agent's notice
        to the Company shall specify (A) the aggregate principal amount of the
        Money Market Borrowing for which offers have been received and (B) the
       respective principal amounts and Money Market Margins or Money Market
     Rates, as the case may be, so offered by each Bank (identifying the
Bank that made each Money Market Quote).                      

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               (e)  Not later than 11:00 a.m. New York time on (x) the third
        Business Day prior to the proposed date of borrowing, in the case of a
    LIBOR Auction or (y) the Quotation Date, in the case of a Set Rate
        Auction (or, in any such case, such other time and date as the Company
        and the Agent, with the consent of the Majority Banks, may agree), the
      Company shall notify the Agent of its acceptance or nonacceptance of
      the offers so notified to it pursuant to Section 2.04(d) hereof (and
   the failure of the Company to give such notice by such time shall
    constitute nonacceptance) and the Agent shall promptly notify each
      affected Bank.  In the case of acceptance, such notice shall specify
        the aggregate principal amount of offers for each Interest Period that
       are accepted.  The Company may accept any Money Market Quote in whole
        or in part (provided that, except for acceptances in part contemplated
       by the penultimate sentence of this Section 2.04(e), any Money Market
  Quote accepted in part shall be at least $5,000,000 or in larger
multiples of $100,000); provided that:                        

                    (i)  the aggregate principal amount of each Money Market
             Borrowing may not exceed the applicable amount set forth in
the related Money Market Quote Request;       

                   (ii)  the aggregate principal amount of each Money Market
       Borrowing shall be at least $25,000,000 (or in larger
       multiples of $500,000) but shall not cause the limits
     specified in Section 2.04(a) hereof to be violated;

                 (iii)  acceptance of offers may be made only in ascending
             order of Money Market Margins or Money Market Rates, as the
             case may be, in each case beginning with the lowest rate so
offered; and                                  

                    (iv)  the Company may not accept any offer where the Agent
              has advised the Company that such offer fails to comply with
              Section 2.04(c)(ii) hereof or otherwise fails to comply with
        the requirements of this Agreement (including, without
limitation, Section 2.04(a) hereof).          

    If offers are made by two or more Banks with the same Money Market
  Margins or Money Market Rates, as the case may be, for a greater
       aggregate principal amount than the amount in respect of which offers
       are accepted for the related Interest Period, the principal amount of
       Money Market Loans in respect of which such offers are accepted shall
        be allocated by the Company among such Banks as nearly as possible (in
amounts of at least $5,000,000 or larger                      

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        multiples of $100,000) in proportion to the aggregate principal amount
        of such offers.  Determinations by the Company of the amounts of Money
    Market Loans shall be conclusive in the absence of manifest error.

             (f)  Any Bank whose offer to make any Money Market Loan has
    been accepted shall, not later than 1:00 p.m. New York time on the
     date specified for the making of such Loan, make the amount of such
    Loan available to the Agent at account number NYAO-DI-900-9-000002
maintained by the Agent with Chase at the Principal Office in 
      immediately available funds, for account of the Company.  The amount
        so received by the Agent shall, subject to the terms and conditions of
    this Agreement, be made available to the Company by depositing the
  same on the date received by the Agent, in immediately available
  funds, in an account of the Company maintained with Chase at the
Principal Office designated by the Company.                   

                (g)  Except for the purpose and to the extent expressly stated
        in Sections 2.03(a) and 2.05(a) hereof, the amount of any Money Market
  Loan made by any Bank shall not constitute a utilization of such
Bank's Commitment.                                            

2.05  Fees.                                   

            (a)  Facility Fee.  The Company shall pay to the Agent for
account of each Bank a facility fee on the amount of such Bank's Commitment     
(whether or not utilized) for the period from and including the date hereof to  
but not including the earlier of the date such Commitment is terminated and the 
Commitment Termination Date, at a rate per annum equal to the Applicable        
Facility Fee Percentage.  Accrued facility fee shall be payable on each         
Quarterly Date and on the earlier of the date such Commitment is terminated and 
the Commitment Termination Date.                                                

                (b)  Money Market Quote Request Fee.  The Company shall pay to
the Agent a solicitation fee equal to $2,000 for each Money Market Quote        
Request made by the Company.  Accrued solicitation fees shall be payable on     
each Quarterly Date and on the earlier of the date the Commitments are          
terminated and the Commitment Termination Date.                                 

             2.06  Lending Offices.  The Loans of each type made by each
Bank shall be made and maintained at such Bank's Applicable Lending Office for  
Loans of such type.                                                             

               2.07  Several Obligations; Remedies Independent.  The failure
of any Bank to make any Loan to be made by it on the date specified therefor    
shall not relieve any other Bank of its                                         

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obligation to make its Loan on such date, but neither any Bank nor the Agent    
shall be responsible for the failure of any other Bank to make a Loan to be     
made by such other Bank.  The amounts payable by the Company at any time        
hereunder and under the Notes to each Bank shall be a separate and independent  
debt and each Bank shall be entitled to protect and enforce its rights arising  
out of this Agreement and the Notes, and it shall not be necessary for any      
other Bank or the Agent to consent to, or be joined as an additional party in,  
any proceedings for such purposes.  The provisions of the preceding sentence    
shall apply mutatis mutandis to the Swingline Loans made by the Swingline Bank  
to FFB.                                                                         

2.08  Notes.                                  

                (a)  The Syndicated Loans made by each Bank shall be evidenced
by a single promissory note of the Company in substantially the form of Exhibit 
A-1 hereto, dated the date hereof, payable to such Bank in a principal amount   
equal to the amount of its Commitment as originally in effect and otherwise     
duly completed.  The date, amount, type and interest rate of each Syndicated    
Loan made by each Bank to the Company, and each payment made on account of the  
principal thereof, shall be recorded by such Bank on its books and, prior to    
any transfer of such Note held by it, endorsed by such Bank on the schedule     
attached to such Note or any continuation thereof; provided that any failure by 
any Bank to make such endorsements on the schedule attached to the Note held by 
it shall not affect the validity of the Company's obligation to repay the       
unpaid principal amount of the Loans made by such Bank with interest thereon in 
accordance with the terms of this Agreement.                                    

       (b)  The Money Market Loans made by any Bank shall be
evidenced by a single promissory note of the Company in substantially the form  
of Exhibit A-2 hereto, dated the date hereof, payable to such Bank and          
otherwise duly completed.  The date, amount, type, interest rate and maturity   
date of each Money Market Loan made by each Bank to the Company, and each       
payment made on account of the principal thereof, shall be recorded by such     
Bank on its books and, prior to any transfer of such Note held by it, endorsed  
by such Bank on the schedule attached to such Note or any continuation thereof; 
provided that any failure by any Bank to make such endorsements on the schedule 
attached to the Note held by it shall not affect the validity of the Company's  
obligation to repay the unpaid principal amount of the Loans made by such Bank  
with interest thereon in accordance with the terms of this Agreement.           

              (c)  The Swingline Loans made by the Swingline Bank shall be
evidenced by a single promissory note of FFB in                                 

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substantially the form of Exhibit A-3 hereto, dated the date hereof, payable to 
the Swingline Bank and otherwise duly completed.  The date, amount and interest 
rate of each Swingline Loan made to FFB, and each payment made on account of    
the principal thereof, shall be recorded by the Swingline Bank on its books     
and, prior to any transfer of such Note held by it, endorsed by the Swingline   
Bank on the schedule attached to such Note or any continuation thereof;         
provided that any failure by the Swingline Bank to make such endorsements on    
the schedule attached to the Note held by it shall not affect the validity of   
FFB's obligation to repay the unpaid principal amount of the Swingline Loans    
with interest thereon in accordance with the terms of this Agreement.           

                (d)  Neither the Swingline Bank nor any Bank shall be entitled
to have its Notes subdivided, by exchange for promissory notes of lesser        
denominations or otherwise, except in connection with a permitted assignment of 
all or any portion of such Bank's Commitment, Loans and Notes pursuant to       
Section 5.01(e) or Sections 11.06(b), (e) or (g) hereof.                        

               2.09  Optional Prepayments and Conversions or Continuation of
Loans.  Subject to Section 4.04 hereof, the Company shall have the right to     
prepay Syndicated Loans and subject to the terms thereof, Money Market Loans    
(without premium or penalty but subject to the provisions of Section 5 hereof), 
in such order as it may select as between Syndicated Loans, and subject to the  
terms thereof, Money Market Loans or to Convert Syndicated Loans of one type    
into Syndicated Loans of another type or Continue Syndicated Loans of one type  
as Syndicated Loans of the same type, at any time or from time to time,         
provided that:  (i) the Company shall give the Agent notice of each such        
prepayment, Conversion or Continuation as provided in Section 4.05 hereof; and  
(ii) Eurodollar Loans may be prepaid or Converted only on the last day of an    
Interest Period for such Loans.                                                 

2.10  Swingline Loans.                        

           (a)  FFB may, on any Business Day prior to the Commitment
Termination Date, request the Swingline Bank (i) to make an offer on such       
Business Day to make a Swingline Loan (an "Uncommitted Swingline Loan"), or     
(ii) to make a Swingline Loan (a "Committed Swingline Loan"), to FFB on such    
Business Day in Dollars in the manner set forth in this Section 2.10; provided  
that the aggregate unpaid principal amount of all Swingline Loans may not, at   
any one time outstanding, exceed (i) the Swingline Amount or (ii) together with 
the aggregate unpaid principal amount of all Syndicated Loans and Money Market  
Loans, the aggregate amount of the Commitments at such time; provided           

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further, that Swingline Loans may not be outstanding for more than five (5)     
consecutive Business Days.  The Swingline Bank may, but shall have no           
obligation to, make any such offer to make an Uncommitted Swingline Loan and    
FFB may, but shall have no obligation to, accept any such offer to make an      
Uncommitted Swingline Loan.                                                     

             (b)  When FFB wishes to request an offer from the Swingline
Bank to make an Uncommitted Swingline Loan, or a Committed Swingline Loan, on   
the date (a "Swingline Borrowing Date") on which it proposes to borrow a        
Swingline Loan (a "Swingline Borrowing"), it shall give the Swingline Bank      
notice (a "Swingline Request"), which notice shall be effective only if         
received by the Swingline Bank (unless the Swingline Bank shall otherwise       
consent) no later than (i) 3:00 p.m. New York time, in the case of a Swingline  
Borrowing in a principal amount up to but not exceeding $50,000,000, (ii) 2:00  
p.m. New York time, in the case of a Swingline Borrowing in a principal amount  
greater than $50,000,000 and up to but not exceeding $200,000,000, (iii) 1:00   
p.m. New York time, in the case of a Swingline Borrowing in a principal amount  
greater than $200,000,000 and up to but not exceeding $250,000,000 and (iv)     
noon New York time, in the case of a Swingline Borrowing in a principal amount  
greater than $250,000,000.  Each such Swingline Request shall specify the       
principal amount of the Swingline Borrowing (which shall be at least $5,000,000 
and in larger multiples of $1,000,000).                                         

             (c)  Upon receipt of a Swingline Request for an Uncommitted
Swingline Loan, the Swingline Bank may, but shall not be obligated to, submit a 
Swingline Quote to FFB, which Swingline Quote shall contain an offer to make an 
Uncommitted Swingline Loan in response to such Swingline Request.  Each         
Swingline Quote must specify (i) the principal amount of the Swingline          
Borrowing for which such offer is being made (which principal amount shall be   
at least $5,000,000 or a larger multiple of $1,000,000) and (ii) a quote of a   
margin (the "Swingline Margin") above the Federal Funds Rate which, when added  
to the Federal Funds Rate, will be the interest rate per annum applicable to    
the Uncommitted Swingline Loan to be borrowed.                                  

           (d)  Upon receipt of a Swingline Quote in response to its
Swingline Request for an Uncommitted Swingline Loan, FFB shall within five      
minutes of receipt of such Swingline Quote notify the Swingline Bank of its     
acceptance or nonacceptance of such Swingline Quote; provided that a failure of 
FFB so to notify the Swingline Bank shall be nonacceptance of such Swingline    
Quote.                                                                          

               (e)  Promptly upon FFB's acceptance of a Swingline Quote, and
within an hour of a Swingline Request for a Committed                           

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Swingline Loan, the Swingline Bank shall make the amount of the Swingline Loan  
to be made by it on such date available to FFB on such date by depositing the   
same, in immediately available funds, in an account of FFB maintained with      
Chase at the Principal Office designated by FFB.  The Swingline Bank shall      
thereupon promptly notify the Agent (which shall promptly notify the Banks)     
that a Swingline Loan has been made and the amount thereof.                     

        (f)      Anything in this Section 2.10 to the contrary
notwithstanding, the Swingline Bank's obligation to make Committed Swingline    
Loans may be terminated or reduced by the Swingline Bank by not less than 30    
days' notice and may be terminated under Section 9 hereof.                      

           Section 3.  Payments of Principal and Interest; Mandatory
Prepayments.                                                                    

3.01  Repayment of Loans.                     

               (a)  Syndicated Loans.  The Company will pay to the Agent for
account of each Bank the aggregate unpaid principal amount of such Bank's       
Syndicated Loans outstanding, and each Syndicated Loan shall mature, on the     
Commitment Termination Date.                                                    

             (b)  Money Market Loans.  The Company will pay to the Agent
for account of each Bank holding a Money Market Loan the unpaid principal       
amount of each Money Market Loan held by such Bank, and each Money Market Loan  
shall mature, on the last day of the Interest Period therefor.                  

              (c)  Swingline Loans.  FFB will pay (or cause to be paid) to
the Agent for account of the Swingline Bank the principal amount of each        
Swingline Loan at or prior to, and each Swingline Loan shall mature at, 1:00    
p.m. New York time on the Business Day immediately following the Swingline      
Borrowing Date (the "Swingline Maturity Date").                                 

             3.02  Interest.  (a)  The Company will pay to the Agent for
account of each Bank interest on the unpaid principal amount of each Loan made  
by such Bank for the period from and including the date of such Loan to but     
excluding the date such Loan shall be paid in full, at the following rates per  
annum:                                                                          

            (i)  during such period such Loan is a Base Rate Loan, the
Base Rate (as in effect from time to time) plus the Applicable
Margin;                                                       

              (ii)  during such period such Loan is a Eurodollar Loan, for
each Interest Period relating thereto, the Fixed              

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         Rate for such Loan for such Interest Period plus the Applicable Margin;

             (iii)  during such period such Loan is a LIBOR Market Loan,
       the LIBO Rate for such Loan for the Interest Period therefor plus (or
       minus) the Money Market Margin quoted by the Bank making such Loan in
accordance with Section 2.04 hereof; and                      

            (iv)  during such period such Loan is a Set Rate Loan, the
  Money Market Rate for such Loan for the Interest Period therefor
     quoted by the Bank making such Loan in accordance with Section 2.04
hereof.                                                       

             (b)  FFB will pay to the Agent for account of the Swingline
Bank interest on the unpaid principal amount of each Swingline Loan made by the 
Swingline Bank, for the period from and including the date on which such        
Swingline Loan is made to but excluding the Swingline Maturity Date applicable  
thereto, at (i) in the case of an Uncommitted Swingline Loan, the Federal Funds 
Rate (as in effect on the Swingline Borrowing Date) plus the applicable         
Swingline Margin; provided that, upon any Bank acquiring a participation or a   
direct interest in such Uncommitted Swingline Loan pursuant to the third        
sentence of Section 2.02(b) hereof, the Base Rate; and (ii) in the case of a    
Committed Swingline Loan, the Base Rate.                                        

               (c)  Notwithstanding the foregoing provisions of this Section
3.02, the relevant Borrower will pay to the Agent for account of each Bank      
(including for these purposes, the Swingline Bank) interest at the applicable   
Post-Default Rate on any principal of any Loan made by such Bank or the         
Swingline Bank, and on any other amount payable by the Borrowers under any      
other Basic Document to or for account of such Bank, which shall not be paid in 
full when due (whether at stated maturity, by acceleration or otherwise), for   
the period from and including the due date thereof to but excluding the date    
the same is paid in full.                                                       

                (d)  Accrued interest on each Loan shall be payable (i) in the
case of a Base Rate Loan, quarterly on the Quarterly Dates, (ii) in the case of 
a Eurodollar Loan or LIBOR Market Loan, on the last day of each Interest Period 
therefor and, if such Interest Period is longer than three months at            
three-month intervals following the first day of such Interest Period, (iii) in 
the case of a Set Rate Loan, on the last day of each Interest Period therefor   
and, if such Interest Period is longer than 90 days at 90-day intervals         
following the first day of such Interest Period, (iv) in the case of a          
Swingline Loan, on the Swingline Maturity Date therefor, and (v) in the case of 
any                                                                             

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Loan, upon the payment or prepayment thereof or the Conversion of such Loan to  
a Loan of another type (but only on the principal amount so paid, prepaid or    
Converted), except that interest payable at the Post-Default Rate shall be      
payable from time to time on demand and interest on any Eurodollar Loan or      
LIBOR Market Loan that is Converted into a Base Rate Loan (pursuant to Section  
5.04 hereof) shall be payable on the date of Conversion.  Promptly after the    
determination of any interest rate provided for herein or any change therein,   
the Agent shall give notice thereof to the Banks and the Swingline Bank to      
which such interest is payable and the Company and FFB.                         

              3.03  Mandatory Commitment Reductions and Prepayments.  Upon
the occurrence of a Change in Control, the Majority Banks may, by notice        
(through the Agent) to the Company, terminate the Commitments, whereupon the    
Commitments shall automatically terminate, and the Borrowers shall, on the date 
such notice is given (or if such day is not a Business Day, on the next         
succeeding Business Day), prepay all Loans outstanding and pay all other        
obligations of the Borrowers hereunder and under any other Basic Document then  
due.  The Company shall give the Agent and the Banks prompt notice of the       
occurrence of any Change in Control.                                            

              Section 4.  Payments; Pro Rata Treatment; Computations; Etc.

4.01  Payments.                               

          (a)  Except to the extent otherwise provided herein, all
payments of principal, interest and other amounts to be made by any Borrower    
under this Agreement and the Notes shall be made in Dollars, in immediately     
available funds, without deduction, set-off or counterclaim, to the Agent at    
account number NYAO-DI-900-9-000002 maintained by the Agent with Chase at the   
Principal Office, not later than 1:00 p.m. New York time on the date on which   
such payment shall become due (each such payment made after such time on such   
due date to be deemed to have been made (except for purposes of Section 9       
hereof) on the next succeeding Business Day).                                   

             (b)  Any Bank (including, for these purposes, the Swingline
Bank) for whose account any such payment is to be made may (but shall not be    
obligated to) debit the amount of any such payment which is not made by such    
time to any ordinary deposit account of the relevant Borrower with such Bank    
(with notice to such Borrower and the Agent; provided that such Bank's failure  
to give such notice shall not affect the validity thereof).                     

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              (c)  The Borrowers shall, at the time of making each payment
under this Agreement or any Note, specify to the Agent whether such payment is  
to be applied to the Loans or to other amounts payable by the Borrowers         
hereunder (and in the event that any Borrower fails to so specify, or if an     
Event of Default specified in Section 9(a) hereof has occurred and is           
continuing, the Agent may distribute such payment to the Banks in such manner   
as the Majority Banks may determine to be appropriate, subject to Section 4.02  
hereof).                                                                        

          (d)  Except to the extent otherwise provided in the last
sentence of Section 2.02(b) hereof, each payment received by the Agent under    
this Agreement or any Note for account of a Bank (including for these purposes, 
the Swingline Bank) shall be paid promptly to such Bank, in immediately         
available funds, for account of such Bank's Applicable Lending Office for the   
Loan in respect of which such payment is made.                                  

             (e)  If the due date of any payment under this Agreement or
any Note would otherwise fall on a day which is not a Business Day, such date   
shall be extended to the next succeeding Business Day and interest shall be     
payable on any principal so extended for the period of such extension.          

           4.02  Pro Rata Treatment.  Except to the extent otherwise
provided herein:  (a) each borrowing from the Banks under Section 2.01 hereof   
shall be made from the Banks and each payment of facility fee under Section     
2.05 hereof shall be made for account of the Banks, and each termination or     
reduction of the amount of the Commitments under Sections 2.03(a)(1) and 3.03   
hereof shall be applied to the Commitments of the Banks, pro rata according to  
the amounts of their respective Commitments; (b) the making, Conversion and     
Continuation of Loans of a particular type (other than Conversions provided for 
by Section 5.04 hereof) shall be made pro rata among the Banks according to the 
amounts of their respective Commitments, and Eurodollar Loans having the same   
Interest Period shall be allocated pro rata among the Banks according to the    
amounts of their respective Eurodollar Loans; (c) each payment or prepayment of 
principal of Syndicated Loans by the Company shall be made for account of the   
Banks pro rata in accordance with the respective unpaid principal amounts of    
the Syndicated Loans held by the Banks; and (d) each payment of interest on     
Syndicated Loans by the Company shall be made for account of the Banks pro rata 
in accordance with the respective amounts of interest due on Syndicated Loans   
and payable to the Banks.                                                       

          4.03  Computations.  Interest on Eurodollar Loans, Money
Market Loans and Swingline Loans, and facility fee payable under Section 2.05   
hereof, shall be computed on the basis of a                                     

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year of 360 days and actual days elapsed (including the first day but excluding 
the last day) occurring in the period for which payable, and interest on Base   
Rate Loans shall be computed on the basis of a year of 365 or 366 days, as the  
case may be, and actual days elapsed (including the first day but excluding the 
last day) occurring in the period for which payable.                            

               4.04  Minimum Amounts.  Except for Conversions or prepayments
made pursuant to Sections 3.03 or 5.04 hereof, each borrowing, Conversion and   
prepayment of principal of Syndicated Loans shall be in an aggregate amount at  
least equal to $5,000,000 (borrowings, prepayments or Conversions of or into    
Syndicated Loans of different types or, in the case of Eurodollar Loans, having 
different Interest Periods at the same time hereunder to be deemed separate     
borrowings, Conversions and prepayments for purposes of the foregoing, one for  
each type or Interest Period).  Each reduction of Commitments in accordance     
with Section 2.03(a)(1) hereof shall be in an aggregate amount at least equal   
to $1,000,000.  Anything in this Agreement to the contrary notwithstanding, the 
aggregate principal amount of Eurodollar Loans having the same Interest Period  
shall be at least equal to $10,000,000 and, if the aggregate amount of          
Eurodollar Loans having the same Interest Period would otherwise be in a lesser 
aggregate principal amount for any period, such Loans shall be Base Rate Loans  
during such period.                                                             

                4.05  Certain Notices.  Except as otherwise expressly provided
herein, notices by the Company to the Agent of terminations or reductions of    
Commitments, of borrowings, Conversions, Continuations and prepayments of       
Syndicated Loans, of type of Syndicated Loans and of the duration of Interest   
Periods shall be irrevocable and shall be effective only if received by the     
Agent not later than 10:00 a.m. New York time on the number of Business Days    
prior to the date of the relevant termination, reduction, borrowing,            
Conversion, Continuation or prepayment or the first day of such Interest Period 
specified below:                                                                

                                                                [Download Table]

                                                                 Number of 
                                                                 Business  
     Notice                                                      Days Prior
     ------                                                      ----------
                                                                           
Termination or                                                             
reduction of Commitments                                            3      

Borrowing or prepayment of,                                                
or Conversions into,                                                       
Base Rate Loans                                                  same day  

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                                                                [Download Table]

                                                                 Number of 
                                                                 Business  
     Notice                                                      Days Prior
     ------                                                      ----------
                                                                           
Borrowing or prepayment of,                                                
Conversions into, Continuations as,                                        
or duration of Interest Period                                             
for, Eurodollar Loans                                                 3    

Each such notice of termination or reduction shall specify the aggregate amount 
of the Commitments to be terminated or reduced.  Each such notice of borrowing, 
Conversion, Continuation or prepayment shall specify the Syndicated Loans to be 
borrowed, Converted, Continued or prepaid and the aggregate amount (subject to  
Section 4.04 hereof) and type of the Syndicated Loans to be borrowed,           
Converted, Continued or prepaid (and, in the case of a Conversion, the type of  
Syndicated Loans to result from such Conversion) and the date of borrowing,     
Conversion, Continuation or prepayment (which shall be a Business Day) and, if  
such Loans are Eurodollar Loans, the duration of the Interest Period therefor.  
The Agent shall promptly notify the Banks of the contents of each such notice.  
In the event that the Company fails to select the type of Syndicated Loan, or   
the duration of any Interest Period for any Eurodollar Loan, within the time    
period and otherwise as provided in this Section 4.05, such Loan (if            
outstanding as a Eurodollar Loan) will be automatically Converted into a Base   
Rate Loan on the last day of the then current Interest Period for such Loan or  
(if outstanding as a Base Rate Loan) will remain as, or (if not then            
outstanding) will be made as, a Base Rate Loan.                                 

            4.06  Non-Receipt of Funds by the Agent.  Unless the Agent
shall have been notified by a Bank or the Company (the "Payor") prior to the    
date on which the Payor is scheduled to make payment to the Agent of (in the    
case of a Bank) the proceeds of a Loan to be made by it hereunder or (in the    
case of the Company) a payment to the Agent for account of one or more of the   
Banks hereunder (such payment being herein called the "Required Payment") which 
notice shall be effective upon receipt, that the Payor does not intend to make  
the Required Payment to the Agent, the Agent may assume that the Required       
Payment has been made and may, in reliance upon such assumption (but shall not  
be required to) make the amount thereof available to the intended recipient(s)  
on such date and, if the Payor has not in fact made the Required Payment to the 
Agent, the recipient(s) of such payment shall, on demand, repay to the Agent    
the amount so made available together with interest thereon in respect of each  
day during the period commencing on the date such amount was so made available  
by the Agent until the date the Agent recovers such amount at a rate per annum  
equal to the Federal Funds Rate for such day and, if such recipient(s) shall    
fail promptly to make such payment, the Agent shall be entitled to recover such 
amount, on demand, from the Payor, together with interest as aforesaid.         

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4.07  Sharing of Payments, Etc.               

           (a)  The Company agrees that, in addition to (and without
limitation of) any right of set-off, bankers' lien or counterclaim a Bank may   
otherwise have, each Bank shall be entitled, at its option, to offset balances  
held by it for account of the Company at any of its offices, in Dollars or in   
any other currency, against any principal of or interest on such Bank's Loans,  
or any other amount payable to such Bank hereunder, which is not paid when due  
(regardless of whether such balances are then due to the Company), in which     
case it shall promptly notify the Company and the Agent thereof, provided that  
such Bank's failure to give such notice shall not affect the validity thereof.  

              (b)  If any Bank shall obtain payment of any principal of or
interest on any Syndicated Loan made by it to the Company under this Agreement  
through the exercise of any right of set-off, banker's lien or counterclaim or  
similar right, debit pursuant to Section 4.01(b) hereof, or otherwise (other    
than pursuant to Sections 2.03(a)(2), 2.03(c), 5.01(e) or 11.06 hereof), and,   
as a result of such payment, such Bank shall have received a greater percentage 
of the principal or interest then due hereunder by the Company to such Bank in  
respect of Syndicated Loans than the percentage received by any other Bank, it  
shall promptly purchase from the other Banks participations in (or, if and to   
the extent specified by any such other Bank, direct interests in) the           
Syndicated Loans made by such other Banks (or in interest due thereon, as the   
case may be) in such amounts, and make such other adjustments from time to time 
as shall be equitable, to the end that all the Banks shall share the benefit of 
such excess payment (net of any expenses which may be incurred by such Bank in  
obtaining or preserving such excess payment) pro rata in accordance with the    
unpaid principal and/or interest on the Syndicated Loans held by each Bank.  To 
such end all the Banks shall make appropriate adjustments among themselves (by  
the resale of participations sold or otherwise) if such payment is rescinded or 
must otherwise be restored.                                                     

    (c)  The Company agrees that any Bank purchasing a
participation (or direct interest) in the Syndicated Loans made by other Banks  
(or in interest due thereon, as the case may be) in accordance with Section     
4.07(b) hereof may exercise all rights of set-off, bankers' lien, counterclaim  
or similar rights with respect to such participation as fully as if such Bank   
were a direct holder of Loans in the amount of such participation.              

         (d)  Nothing contained herein shall require any Bank to
exercise any such right or shall affect the right of any Bank to exercise, and  
retain the benefits of exercising, any such right                               

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with respect to any other indebtedness or obligation of the Company.  If, under 
any applicable bankruptcy, insolvency or other similar law, any Bank receives a 
secured claim in lieu of a set-off to which this Section 4.07 applies, such     
Bank shall, to the extent practicable, exercise its rights in respect of such   
secured claim in a manner consistent with the rights of the Banks entitled      
under this Section 4.07 to share in the benefits of any recovery on such        
secured claim.                                                                  

Section 5.  Yield Protection and Illegality.  

5.01  Additional Costs.                       

               (a)  The Company shall pay directly to each Bank from time to
time such amounts as such Bank may determine to be necessary to compensate it   
for any costs which such Bank determines are attributable to its making or      
maintaining of any Fixed Rate Loans or its obligation to make any Fixed Rate    
Loans hereunder, or any reduction in any amount receivable by such Bank         
hereunder in respect of any of such Loans or such obligation (such increases in 
costs and reductions in amounts receivable being herein called "Additional      
Costs"), resulting from any Regulatory Change which:                            

               (i)   changes the basis of taxation of any amounts payable to
      such Bank under this Agreement or its Note in respect of any of such
   Loans (other than taxes imposed on or measured by the overall net
    income of such Bank or of its Applicable Lending Office for any of
such Loans); or                                               

           (ii)  imposes or modifies any reserve, special deposit or
      similar requirements (other than the Reserve Requirement utilized in
    the determination of the Fixed Rate for such Loan) relating to any
        extensions of credit or other assets of, or any deposits with or other
liabilities of, such Bank (including such Loan or any deposits
    referred to in the definition of "Fixed Base Rate" in Section 1.01
      hereof), or any commitment of such Bank (including the Commitment of
such Bank hereunder); or                                      

               (iii) imposes any other condition affecting this Agreement or
       any of its Notes (or any of such extensions of credit or liabilities)
or its Commitments.                                           

If any Bank requests compensation from the Company under this Section 5.01(a),  
the Company may, by notice to such Bank (with a copy to the Agent), suspend the 
obligation of such Bank to make or Continue its Loans of the type with respect  
to which such compensation is requested, or to Convert its Base Rate Loan into  
a Loan of such type, until the Regulatory Change giving rise to                 

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such request ceases to be in effect (in which case the provisions of Section    
5.04 hereof shall be applicable).                                               

               (b)  Without limiting the effect of the provisions of Section
5.01(a) hereof, in the event that, by reason of any Regulatory Change, any Bank 
either (i) incurs Additional Costs based on or measured by the excess above a   
specified level of the amount of a category of deposits or other liabilities of 
such Bank which includes deposits by reference to which the interest rate on    
Eurodollar Loans is determined as provided in this Agreement or a category of   
extensions of credit or other assets of such Bank which includes Eurodollar     
Loans or (ii) becomes subject to restrictions on the amount of such a category  
of liabilities or assets which it may hold, then, if such Bank so elects by     
notice to the Company (with a copy to the Agent), the obligation of such Bank   
to make or Continue, or to Convert any Base Rate Loan into, a Eurodollar Loan   
hereunder shall be suspended until such Regulatory Change ceases to be in       
effect (in which case the provisions of Section 5.04 hereof shall be            
applicable).                                                                    

              (c)  Without limiting the effect of the foregoing provisions
of this Section 5.01 (but without duplication), the Company shall pay directly  
to each Bank from time to time on request such amounts as such Bank may         
determine to be necessary to compensate such Bank for any costs which it        
determines are attributable to the maintenance by such Bank (or any Applicable  
Lending Office), pursuant to any law or regulation or any interpretation,       
directive or request (whether or not having the force of law) of any court or   
governmental or monetary authority (i) following any Regulatory Change or (ii)  
implementing any risk-based capital guideline or requirement (whether or not    
having the force of law and whether or not the failure to comply, therewith     
would be unlawful) heretofore or hereafter issued by any government or          
governmental or supervisory authority implementing at the national level the    
Basle Accord, of capital in respect of its Commitment or any of its Loans (such 
compensation to include, without limitation, an amount equal to any reduction   
of the rate of return on assets or equity of such Bank (or any Applicable       
Lending Office) to a level below that which such Bank (or any Applicable        
Lending Office) could have achieved but for such law, regulation,               
interpretation, directive or request).                                          

               (d)  Each Bank will notify the Company of any event occurring
after the date of this Agreement that will entitle such Bank to compensation    
under paragraph (a) or (c) of this Section 5.01 as promptly as practicable, but 
in any event within 45 days, after such Bank obtains actual knowledge thereof;  
provided that (i) if any Bank fails to give such notice within                  

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45 days after it obtains actual knowledge of such an event, such Bank shall,    
with respect to compensation payable pursuant to this Section 5.01 in respect   
of any costs (including, without limitation, Additional Costs) resulting from   
such event, only be entitled to payment under this Section 5.01 for costs       
incurred from and after the date 45 days prior to the date that such Bank does  
give such notice and (ii) each Bank will designate a different Applicable       
Lending Office for the Loan of such Bank affected by such event if such         
designation will avoid the need for, or reduce the amount of, such compensation 
and will not, in the sole opinion of such Bank, be disadvantageous to such      
Bank, except that such Bank shall have no obligation to designate an Applicable 
Lending Office located in the United States of America.  Each Bank will furnish 
to the Company a certificate setting forth the basis and amount of each request 
by such Bank for compensation under paragraph (a) or (c) of this Section 5.01.  
Determinations and allocations by any Bank for purposes of this Section 5.01 of 
the effect of any Regulatory Change pursuant to Section 5.01(a) or (b) hereof,  
or of the effect of capital maintained pursuant to Section 5.01(c) hereof, on   
its costs or rate of return of maintaining Loans or its obligation to make      
Loans, or on amounts receivable by it in respect of Loans, and of the amounts   
required to compensate such Bank under this Section 5.01, shall be prima facie  
evidence thereof, provided that such determinations and allocations are made on 
a reasonable basis.                                                             

                (e)  If any Bank (an "Affected Bank") claims compensation from
the Company under Section 5.01(a) or 5.01(c) hereof (without prejudice to any   
amounts then due to such Bank under said Sections), or makes an election under  
Section 5.01(b) hereof, the Company may exercise any one of the following       
options:                                                                        

              (i)  The Company may request one or more of the non-Affected
    Banks to take over all (but not part) of such Affected Bank's then
       outstanding Syndicated Loans and to assume all (but not part) of such
       Affected Bank's Commitment and obligations hereunder.  If one or more
    Banks (each, an "Assenting Bank") shall so agree, pursuant to such
        documentation as is satisfactory in form and substance to the Company,
such Affected Bank, each Assenting Bank and the Agent (x) the 
    Commitment to make Syndicated Loans of each Assenting Bank and the
     obligations of such Assenting Bank with respect to Syndicated Loans
        under this Agreement shall be increased by its respective share of the
       Commitment to make such Loans and of the obligations of such Affected
       Bank with respect to Syndicated Loans under this Agreement taken over
by such Assenting Bank and (y) each Assenting Bank shall make 
Syndicated Loans to the Company, pro rata                     

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       according to such Assenting Bank's respective share of the Commitment
       of such Affected Bank to make such Loans taken over by such Assenting
   Bank, in an aggregate principal amount equal to such share of the
      outstanding principal amount of such Loans of such Affected Bank and
otherwise on the same terms as such Loans, on a date mutually 
        acceptable to the Assenting Banks, such Affected Bank and the Company.
       The proceeds of such Loans, together with funds of the Company, shall
       be used to prepay such Loans of such Affected Bank, together with all
        interest accrued thereon, and all other amounts owing to such Affected
  Bank hereunder in respect of the Syndicated Loans and, upon such
       assumption by the Assenting Banks and prepayment by the Company, such
Affected Bank shall cease to be a "Bank" for purposes of this 
       Agreement in respect of the Syndicated Loans and shall no longer have
any obligations hereunder in respect of the Syndicated Loans. 

                (ii)  The Company may designate a bank acceptable to the Agent
       to assume all (but not part of) the Commitment and the obligations of
    each such Affected Bank hereunder, and to purchase the outstanding
       Notes of such Affected Bank and such Affected Bank's rights hereunder
    and with respect thereto (a "Replacement Bank"), in each case on a
       date mutually acceptable to the Replacement Bank, such Affected Bank,
        and the Company, without recourse upon, or warranty by, or expense to,
   such Affected Bank, for a purchase price equal to the outstanding
       principal amount of the Loans of such Affected Bank plus all interest
   accrued thereon and all other amounts owing to such Affected Bank
      hereunder, and upon such assumption and purchase by such Replacement
Bank, such Replacement Bank shall be deemed to be a "Bank" for
       purposes of this Agreement and such Affected Bank shall cease to be a
       "Bank" for purposes of this Agreement and such Affected Bank shall no
longer have any obligations hereunder.                        

         (iii)  So long as no Default shall have occurred and be
       continuing, the Company may terminate such Affected Bank's Commitment
 and prepay all of such Affected Bank's Loans, together with all
        interest accrued thereon, and all other amounts owing to such Affected
    Bank hereunder (including, without limitation, all amounts payable
under Sections 5.01 and 5.05 hereof).                         

If any Affected Bank that ceases being a "Bank" for purposes of this Agreement  
is a Reference Bank (or whose Applicable Lending Office is a Reference Bank, as 
the case may be), such Reference Bank shall cease to be a Reference Bank and,   
if as a result of the foregoing, there shall be less than three Reference Banks 

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remaining, then the Agent (with the consent of the Company) shall, by notice to 
the Company and the Banks, designate additional Bank(s) as Reference Bank(s),   
so that there shall at all times be at least three Reference Banks.             

             5.02  Limitation on Types of Loans.  Anything herein to the
contrary notwithstanding, if, on or prior to the determination of any Fixed     
Base Rate for any Interest Period:                                              

               (a)  the Agent determines (or any Bank that has outstanding a
     Money Market Quote with respect to a LIBOR Market Loan determines),
      which determination shall be conclusive, that quotations of interest
  rates for the relevant deposits referred to in the definition of
        "Fixed Base Rate" in Section 1.01 hereof are not being provided in the
 relevant amounts or for the relevant maturities for purposes of
   determining rates of interest for any type of Fixed Rate Loans as
provided herein; or                                           

         (b)  the Majority Banks determine (or any Bank that has
      outstanding a Money Market Quote with respect to a LIBOR Market Loan
      determines), which determination shall be conclusive, and notify (or
     notifies, as the case may be), the Agent that the relevant rates of
        interest referred to in the definition of "Fixed Base Rate" in Section
1.01 hereof upon the basis of which the rate of interest for  
        Eurodollar Loans (or LIBOR Market Loans, as the case may be), for such
        Interest Period is to be determined are not likely to cover adequately
        the cost to such Banks (or such quoting Bank) of making or maintaining
such type of Loans for such Interest Period;                  

then the Agent shall give the Company and each Bank prompt notice thereof, and  
so long as such condition remains in effect, the Banks (or such quoting Bank)   
shall be under no obligation to make additional Eurodollar Loans (or a LIBOR    
Market Loan, as the case may be), to Continue Eurodollar Loans or to Convert    
Base Rate Loans into Eurodollar Loans and the Company shall, on the last day(s) 
of the then current Interest Period(s) for the outstanding Eurodollar Loans (or 
LIBOR Market Loans), either prepay such Loans or Convert such Loans into Base   
Rate Loans in accordance with Section 2.09 hereof.                              

                5.03  Illegality.  Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Bank or its Applicable 
Lending Office to honor its obligation to make or maintain Eurodollar Loans or  
LIBOR Market Loans hereunder, then such Bank shall promptly notify the Company  
thereof (with a copy to the Agent) and such Bank's obligation to make or        
Continue, or to Convert a Base Rate Loan into, a                                

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Eurodollar Loan shall be suspended until such time as such Bank may again make  
and maintain a Eurodollar Loan (in which case the provisions of Section 5.04    
hereof shall be applicable), and such Bank shall no longer be obligated to make 
any LIBOR Market Loan that it has offered to make.                              

                5.04  Treatment of Affected Loans under Certain Circumstances.
If the obligation of any Bank to make or Continue, or to Convert a Base Rate    
Loan into, a Eurodollar Loan or LIBOR Market Loan is suspended pursuant to      
Section 5.01 or 5.03 hereof, such Bank's Eurodollar Loan or LIBOR Market Loan   
shall be automatically Converted into a Base Rate Loan on the last day of the   
then current Interest Period for its Eurodollar Loan or LIBOR Market Loan (or,  
in the case of a Conversion required by Section 5.01(b) or 5.03 hereof, on such 
earlier date as such Bank may specify to the Company with a copy to the Agent)  
and, unless and until such Bank gives notice as provided below that the         
circumstances specified in Section 5.01 or 5.03 hereof which gave rise to such  
Conversion no longer exist:                                                     

              (a)  to the extent that such Bank's Eurodollar Loan or LIBOR
    Market Loan has been so Converted, all payments and prepayments of
      principal which would otherwise be applied to such Bank's Eurodollar
     Loan or LIBOR Market Loan shall be applied instead to its Base Rate
Loan; and                                                     

                (b)  a Loan which would otherwise be made or Continued by such
        Bank as a Eurodollar Loan shall be made or Continued instead as a Base
        Rate Loan and the Base Rate Loan of such Bank which would otherwise be
    Converted into a Eurodollar Loan shall remain as a Base Rate Loan.

If such Bank gives notice to the Company (with a copy to the Agent) that the    
circumstances specified in Section 5.01 or 5.03 hereof which gave rise to the   
Conversion of such Bank's Eurodollar Loan or LIBOR Market Loan pursuant to this 
Section 5.04 no longer exist (which such Bank agrees to do promptly upon such   
circumstances ceasing to exist) at a time when Eurodollar Loans are then        
outstanding, such Bank's Base Rate Loans shall be automatically Converted, on   
the first day of the next succeeding Interest Period for such Eurodollar Loans  
so that, after giving effect thereto, to the extent possible all Syndicated     
Loans held by the Banks are Eurodollar Loans.                                   

             5.05  Compensation.  The Company shall pay to the Agent for
account of each Bank, upon the request of such Bank through the Agent, such     
amount or amounts as shall be sufficient (in the reasonable opinion of such     
Bank) to compensate it for any loss, cost or expense which such Bank reasonably 
determines are attributable to:                                                 

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        (a)  any payment, prepayment or Conversion (other than
       pursuant to Section 5.01(b) or 5.03 hereof) of a Fixed Rate Loan or a
    Set Rate Loan made by such Bank for any reason (including, without
 limitation, the acceleration of the Loans pursuant to Section 9
      hereof) on a date other than the last day of the Interest Period for
such Loan; or                                                 

               (b)  any failure by the Company for any reason (other than as
      a consequence of the delivery by such Bank of the notice referred to
  in Sections 5.01(a), 5.01(b), 5.02 or 5.03 hereof but including,
    without limitation, the failure of any of the conditions precedent
       specified in Section 6 hereof to be satisfied) to borrow a Fixed Rate
        Loan or a Set Rate Loan (with respect to which, in the case of a Money
       Market Loan, the Company has accepted a Money Market Quote) from such
      Bank on the date for such borrowing specified in the relevant notice
of borrowing given pursuant to Section 2.02 or 2.04(b) hereof.

Without limiting the effect of the preceding sentence, such compensation shall  
include an amount equal to the excess, if any, of (i) the amount of interest    
which otherwise would have accrued on the principal amount so paid, prepaid or  
Converted or not borrowed for the period from the date of such payment,         
prepayment, Conversion or failure to borrow to the last day of the then current 
Interest Period for such Loan (or, in the case of a failure to borrow, the      
Interest Period for such Loan which would have commenced on the date specified  
for such borrowing) at the applicable rate of interest for such Loan provided   
for herein over (ii) the interest component of the amount such Bank would have  
bid in the London interbank market (if such Loan is a Eurodollar Loan or a      
LIBOR Market Loan) or the United States secondary certificate of deposit market 
(if such Loan is a Set Rate Loan) for Dollar deposits of leading banks in       
amounts comparable to such principal amount and with maturities comparable to   
such period (as reasonably determined by such Bank).                            

            5.06  Withholding Tax Exemption; Etc.   Each Bank which is
organized outside of the United States of America shall deliver to the Company  
(with a copy to the Agent) such certificates, documents or other evidence as    
may be required from time to time, including, without limitation, any           
certificate or statement of exemption required by Treasury Regulation Section   
1.1441-4(a) or Section 1.1441-6(c) or any subsequent version thereof, properly  
completed and duly executed by such Bank, to establish that such Bank is not    
subject to withholding under Section 1441 or 1442 of the Code, or comparable    
successor provisions, because payments to such Bank are effectively connected   
with the conduct by such Bank of a trade or business in                         

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the United States of America or exempt from United States tax under a provision 
of an applicable tax treaty.  Notwithstanding any provision herein to the       
contrary, the Company shall not have any obligation to pay to such Bank any     
amount which the Company is liable to withhold due to failure of such Bank to   
timely file with the Company such certificate or statement of exemption by such 
time or times as set forth in such Regulations or otherwise.                    

Section 6.  Conditions Precedent.             

                6.01  Initial Extension of Credit.  The obligation of any Bank
to make its initial extension of credit hereunder is subject to the receipt by  
the Agent on behalf of the Banks or the Swingline Bank, as the case may be, of  
the following documents, each of which shall be satisfactory to the Agent in    
form and substance:                                                             

(a)   Principal Documents.                    

                (i)   Notes.  The Syndicated Notes and the Money Market Notes,
    duly completed and executed by the Company, dated the date hereof.

                (ii)  Company Guarantee.  The Company Guarantee, duly executed
and delivered by the Company.                                 

        (b)   Corporate Documents and Regulatory Certificates.

                (i)   Charter, By-Laws and Corporate Action.  Certified copies
      of the charter and by-laws of each of the Obligors and all corporate
      action taken by each of the Obligors (including, without limitation,
       the resolutions of the Board of Directors of each Obligor authorizing
the transactions contemplated hereby).                        

            (ii)  Incumbency.  Certificates of each of the Obligors in
 respect of the incumbency and specimen signature of each of the
        officers (x) who is authorized to sign on its behalf each of the Basic
      Documents to which it is a party and (y) who will, until replaced by
      another officer or officers duly authorized for that purpose, act as
     its representative for the purposes of signing documents and giving
notices and other communications in connection with the Basic 
        Documents and the transactions contemplated thereby (and the Agent and
       each Bank may conclusively rely on such certificate until it receives
notice from any Borrower to the contrary).                    

            (iii) Existence Certificate.  A true, correct and complete
   copy of a certificate of existence for each Obligor, in each case
issued by the Secretary of State (or                          

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      equivalent official) of the State in which such Person is organized.

(c)      Certificates.                        

        (i)      Opening Compliance Certificate.  A Compliance
      Certificate of the Company signed by a senior officer of the Company
 setting forth the calculations therein as of December 31, 1994.

             (ii)     Closing Certificate.  A certificate of the Company
      signed by a senior officer of the Company to the effect set forth in
the first sentence of Section 6.02 hereof.                    

(d)      Opinions.                            

               (i)      Opinion of Special Georgia Counsel to the Borrowers.
        An opinion of Sutherland, Asbill & Brennan, special Georgia counsel to
      the Borrowers, substantially in the form of Exhibit C-1 hereto.  The
       Borrowers hereby instruct such counsel to deliver such opinion to the
Agent and the Banks.                                          

           (ii)     Opinion of General Counsel of the Borrowers.  An
      opinion of Randolph L.M. Hutto, Esq., General Counsel of each of the
  Borrowers, substantially in the form of Exhibit C-2 hereto.  The
       Borrowers hereby instruct such counsel to deliver such opinion to the
Agent and the Banks.                                          

                (iii)    Opinion of Special New York Counsel to the Banks.  An
      opinion of Milbank, Tweed, Hadley & McCloy, special New York counsel
to the Banks, substantially in the form of Exhibit D hereto.  

           (e)      Other Requested Documents.  Such other documents
relating to the transactions contemplated hereby as the Agent or any Bank or    
special New York counsel to the Banks may reasonably request.                   

The obligation of any Bank to make its initial extension of credit hereunder is 
also subject to the payment by the Company of such fees as the Company shall    
have agreed to pay or deliver to any Bank or the Agent in connection herewith,  
including, without limitation, the reasonable fees and expenses of Milbank,     
Tweed, Hadley & McCloy, special New York counsel to the Banks in connection     
with the negotiation, preparation, execution and delivery of this Agreement and 
the other Basic Documents (to the extent that statements for such fees and      
expenses have been delivered to the Company).                                   

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             6.02  Initial and Subsequent Loans.   The obligation of any
Bank (including, for these purposes, the Swingline Bank) to make any Loan       
(including any Money Market Loan and its initial Syndicated Loan, and, in the   
case of the Swingline Bank, any Swingline Loan) is subject to the further       
conditions precedent that, both immediately prior to making such Loan and also  
after giving effect thereto:                                                    

            (a)  no Default shall have occurred and be continuing; and

                (b)  the representations and warranties made by the Company in
    Section 7 hereof, and by the Company and the other Obligors in the
   other Basic Documents, shall be true and complete in all material
     respects on and as of the date of such Loan with the same force and
      effect as if made on such date (or, if expressly stated to have been
      made on and as of a specific date, on and as of such specific date).

Each notice of borrowing by the Company hereunder (including, without           
limitation, a notice to borrow a Committed Swingline Loan), each Money Market   
Loan Request and each acceptance by the Company of any Money Market Quote, and  
each Swingline Quote Request and each acceptance by FFB of any Swingline Quote, 
shall constitute a certification by the Company to the effect set forth in the  
preceding sentence (both as of the date of such notice, request or acceptance   
(as the case may be) and, unless the Company otherwise notifies the Agent prior 
to the date of such borrowing, as of the date of such borrowing).               

          Section 7.  Representations and Warranties.  The Company
represents and warrants to the Banks that:                                      

         7.01  Corporate Existence.  Each of the Company and its
Subsidiaries (other than inactive Subsidiaries):  (a) is a corporation duly     
organized and validly existing under the laws of the jurisdiction of its        
incorporation; (b) has all requisite corporate power, and has all material      
governmental licenses, authorizations, consents and approvals, necessary to own 
its assets and carry on its business as now being or as proposed to be          
conducted; and (c) is qualified to do business in all jurisdictions in which    
the nature of the business conducted by it makes such qualification necessary   
and where failure so to qualify would have a Material Adverse Effect.           

               7.02  Financial Condition.  The consolidated balance sheet of
the Company and its Subsidiaries as at December 31, 1994 and the related        
consolidated statements of income, shareholders' equity and cash flows of the   
Company and its Subsidiaries for the fiscal year ended on said date, with the   
opinion thereon of                                                              

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Deloitte & Touche, heretofore furnished to each of the Banks, present fairly in 
all material respects the consolidated financial condition of the Company and   
its Subsidiaries as at said date and the consolidated results of the operations 
of the Company and its Subsidiaries for the fiscal year ended on said date, all 
in accordance with generally accepted accounting principles consistently        
applied.  Neither the Company nor any of its Subsidiaries had on said date any  
material contingent liabilities, liabilities for taxes, unusual forward or long 
term commitments or unrealized or anticipated losses from any unfavorable       
commitments, except as referred to or reflected or provided for in said         
consolidated balance sheet or the notes thereto as at said date.  Since         
December 31, 1994, there has been no material adverse change in the financial   
condition, operations or business of the Company and its Subsidiaries taken as  
a whole from that set forth in said financial statements as at said date.       

               7.03  Litigation.  Except as disclosed on Schedule IV hereto,
there are no legal or arbitral proceedings or any proceedings by or before any  
governmental or regulatory authority or agency (each a "Litigation"), pending   
or (to the knowledge of the Company) threatened against the Company or any of   
its Subsidiaries which individually or in the aggregate are reasonably likely,  
in the reasonable judgment of the Company, to have a Material Adverse Effect.   

             7.04  No Breach.  None of the execution and delivery of the
Basic Documents, the consummation of the transactions herein contemplated and   
compliance with the terms and provisions hereof will conflict with or result in 
a breach of, or require any consent under, the charter or by-laws of the        
Company or any of its Subsidiaries, or any applicable law or regulation, or any 
order, writ, injunction or decree of any court or governmental authority or     
agency, or any agreement or instrument relating to Indebtedness of the Company  
or any of its Subsidiaries (or any other material agreement or instrument) to   
which the Company or any of its Subsidiaries is a party or by which any of them 
is bound or to which any of them is subject, or constitute a default under any  
such agreement or instrument, or result in the creation or imposition of any    
Lien upon any of the revenues or assets of the Company or any of its            
Subsidiaries pursuant to the terms of any such agreement or instrument.         

         7.05  Corporate Action.  Each Obligor has all necessary
corporate power and authority to execute, deliver, and perform its obligations  
under each of the Basic Documents to which it is a party; the execution,        
delivery and performance by each Obligor of each of the Basic Documents to      
which it is a party have been duly authorized by all necessary corporate action 
on its part; and this Agreement has been duly and validly executed and          

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delivered by the Company and constitutes, and each of the Notes and the other   
Basic Documents when executed and delivered by each Obligor party thereto (in   
the case of the Notes, for value) will constitute, a legal, valid and binding   
obligation of each Obligor party thereto, enforceable against each such Obligor 
in accordance with its terms.                                                   

              7.06  Approvals.  Except as set forth on Schedule IV hereto,
no authorizations, approvals or consents of, and no filings or registrations    
with, any governmental or regulatory authority or agency (including, without    
limitation, the Georgia Department of Banking and Finance (and any successor    
thereto)) are necessary for the execution, delivery or performance by any of    
the Obligors of any of the Basic Documents to which it is a party or for the    
legality, validity, binding effect or enforceability thereof against such       
Obligor.                                                                        

            7.07  Margin Stock.  Not more than 25% of the value of the
properties of the Company and its Subsidiaries subject to the restrictions      
contained in Sections 8.05(c) and/or 8.06 hereof is represented by properties   
constituting Margin Stock.                                                      

         7.08  ERISA.  The Company and the ERISA Affiliates have
fulfilled their respective obligations under the minimum funding standards of   
ERISA and the Code with respect to each Plan and are in compliance in all       
material respects with the presently applicable provisions of ERISA and the     
Code, and have not incurred any liability in excess of $1,000,000 to the PBGC   
or any Plan or Multiemployer Plan (other than to make contributions or premium  
payments in the ordinary course of business).                                   

               7.09  Taxes.  United States Federal income tax returns of the
Company and its Subsidiaries have been examined and closed through the fiscal   
year of the Company ended December 31, 1987.  The Company and its Subsidiaries  
have filed all United States Federal income tax returns and all other material  
tax returns which are required to be filed by them and have paid all taxes due  
pursuant to such returns or pursuant to any assessment received by the Company  
or any of its Subsidiaries.  The charges, accruals and reserves on the books of 
the Company and its Subsidiaries in respect of taxes and other governmental     
charges are, in the opinion of the Company, adequate.                           

      7.10  Investment Company Act.  The Company is not an
"investment company", or a company "controlled" by an "investment company",     
within the meaning of the Investment Company Act of 1940, as amended.           

               7.11  Credit Agreements.  Schedule I hereto is a complete and
correct list, as of the date of this Agreement, of                              

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each credit agreement, loan agreement, indenture, purchase agreement, Guarantee 
or other arrangement providing for or otherwise relating to any Indebtedness or 
any extension of credit (or commitment for any extension of credit) to, or      
Guarantee by, the Company or any of its Subsidiaries, the aggregate principal   
or face amount of which equals or exceeds (or may equal or exceed) $5,000,000,  
expressly identifying the relevant obligor in respect thereof.  The aggregate   
principal or face amount outstanding or which may become outstanding under each 
arrangement required to be listed pursuant to the preceding sentence hereof is  
correctly described in said Schedule I.                                         

                7.12  Hazardous Materials.  Except as set forth on Schedule II
hereto, (a) the Company and each of its Subsidiaries have obtained all permits, 
licenses and other authorizations which are required under all Environmental    
Laws, except to the extent failure to have any such permit, license or          
authorization would not have a Material Adverse Effect and (b) the Company and  
each of its Subsidiaries are in compliance with the terms and conditions of all 
such permits, licenses and authorizations, and are also in compliance with all  
other limitations, restrictions, conditions, standards, prohibitions,           
requirements, obligations, schedules and timetables contained in any applicable 
Environmental Law or in any regulation, code, plan, order, decree, judgment,    
injunction, notice or demand letter issued, entered, promulgated or approved    
thereunder, except to the extent failure to comply would not have a Material    
Adverse Effect.                                                                 

               7.13  Subsidiaries, Etc.  Set forth in Schedule III hereto is
a complete and correct list, as of the date of this Agreement, of all           
Subsidiaries of the Company (and the respective jurisdiction of incorporation   
of each such Subsidiary) and of all Investments held by the Company and its     
Subsidiaries in any joint venture or partnership.  Except as disclosed in       
Schedule III hereto the Company owns, directly or indirectly, free and clear of 
Liens, all outstanding shares of its Subsidiaries, and all such shares are      
validly issued, fully paid and non-assessable and the Company (or the           
respective Subsidiary) also owns, free and clear of Liens, all such             
Investments.                                                                    

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7.14  Material Agreements.                    

           (a)  Neither the Company nor any of its Subsidiaries is a
party to any agreement or instrument or subject to any corporate restriction    
that has or is likely to have a Material Adverse Effect.                        

            (b)  Neither the Company nor any of its Subsidiaries is in
default in any manner that could have a Material Adverse Effect.                

             7.15  Accuracy and Completeness of Information.  Except for
projections and pro forma financial information, no information, report,        
financial statement, exhibit or schedule furnished by or on behalf of the       
Company to the Agent and the Banks in connection with the negotiation of this   
Agreement or included therein or delivered pursuant thereto contains any untrue 
statement of material fact or omitted or omits to state any material fact       
necessary to make the statements therein, in light of the circumstances under   
which they were made, not misleading which untrue statement or omission (i) has 
not been corrected in a certificate of the Company furnished to the Agent and   
the Banks at least one Business Day prior to the date hereof  or (ii) if not so 
corrected, does not relate to matters that would have (or have had) a Material  
Adverse Effect.  All information furnished after the date hereof by or on       
behalf of the Company to the Agent and the Banks in connection with this        
Agreement and the transactions contemplated hereby will be true and accurate in 
every material respect on the date as of which such information is stated or    
certified unless (i) such information has been corrected in a certificate of    
the Company furnished to the Agent and the Banks at least five (5) Business     
Days prior to any requested borrowing or (ii) if not so corrected, such untrue  
or inaccurate information does not relate to matters that would have (or have   
had) a Material Adverse Effect.  The projections and pro forma financial        
information delivered by the Company to the Agent and the Banks prior to the    
date of this Agreement are based upon assumptions of the Company believed by    
the Company to be reasonable and fair in light of conditions as at the time     
made, have been prepared on the basis of assumptions stated therein, and        
reflect the reasonable estimate of the Company of the information projected     
therein.  To the best knowledge of the Company no facts exist which would       
result in any material adverse change in any such projections or in any         
estimate reflected therein.  The parties hereto acknowledge that projections as 
to future events are not to be viewed as facts and that actual results during   
the period or periods covered by such projections may differ from the projected 
results.                                                                        

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             7.16  Compliance with Applicable Laws.  Each of the Company
and its Subsidiaries is in 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 respective        
business and the ownership of its property (including, without limitation,      
applicable statutes, regulations, orders and restrictions relating to           
environmental standards and controls), except such noncompliance as would not,  
in the aggregate, have a Material Adverse Effect.                               

              7.17  Assets.  Each of the Company and its Subsidiaries owns
and has good title to (or, if subject to a lease, has valid leasehold interests 
in) all of its properties and assets, free and clear of all Liens or other      
encumbrances of any nature other than Liens expressly permitted by Section 8.06 
hereof.                                                                         

           Section 8.  Covenants of the Company.  The Company agrees
that, so long as any of the Commitments are in effect and until payment in full 
of all Loans hereunder, all interest thereon and all other amounts payable by   
the Borrowers hereunder:                                                        

               8.01  Financial Statements.  The Company will deliver to each
of the Banks:                                                                   

           (a)  as soon as available and in any event within 45 days
      after the end of each of the first three quarterly fiscal periods of
        each fiscal year of the Company, consolidated statements of income and
        cash flows of the Company and its Subsidiaries for such period and for
        the period from the beginning of the respective fiscal year to the end
   of such period, and the related consolidated balance sheet of the
    Company and its Subsidiaries as at the end of such period, setting
        forth in comparative form the corresponding consolidated figures as at
       the end of, and for, the corresponding period in the preceding fiscal
     year, accompanied by a certificate of a senior financial officer of
   the Company, which certificate shall state that said consolidated
  financial statements present fairly in all material respects the
   consolidated financial condition and results of operations of the
  Company and its Subsidiaries taken as a whole in accordance with
       generally accepted accounting principles, consistently applied, as at
  the end of, and for, such period (with accruals being subject to
year-end adjustments);                                        

           (b)  as soon as available and in any event within 90 days
after the end of each fiscal year of the Company, consolidated
  statements of income, shareholders' equity and cash flows of the
Company and its Subsidiaries for such                         

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       fiscal year and the related consolidated balance sheet of the Company
       and its Subsidiaries as at the end of such fiscal year, setting forth
      in comparative form the corresponding consolidated figures as at the
   end of, and for, the preceding fiscal year, and accompanied by an
opinion thereon of independent certified public accountants of
   recognized national standing, which opinion shall state that said
  consolidated financial statements present fairly in all material
respects the consolidated financial condition and results of  
       operations of the Company and its Subsidiaries taken as a whole as at
    the end of, and for, such fiscal year in accordance with generally
       accepted accounting principles, and a certificate of such accountants
      stating that, in making the examination necessary for their opinion,
   they obtained no knowledge, except as specifically stated, of any
       Default under any of Sections 8.07, 8.08, 8.09, 8.10 and 8.11 hereof;

                (c)  promptly after the filing thereof, the relevant quarterly
     "Consolidated Reports of Condition and Income" of FFB (if any) that
     FFB shall have filed with the Federal Deposit Insurance Corporation
(or any governmental agency substituted therefor);            

            (d)  promptly after the filing thereof, the annual audited
      statements of income, shareholders' equity and cash flows of FFB and
     the related balance sheet of FFB (if any) that FFB shall have filed
     with the Federal Deposit Insurance Corporation (or any governmental
agency substituted therefor);                                 

            (e)  promptly upon their becoming available, copies of all
       registration statements (in the form in which declared effective) and
    regular periodic reports (other than Forms S-8), if any, which the
      Company shall have filed with the Securities and Exchange Commission
   (or any governmental agency substituted therefor) or any national
securities exchange;                                          

               (f)  promptly upon the mailing thereof to the shareholders of
        the Company generally, copies of all financial statements, reports and
proxy statements so mailed;                                   

            (g)  as soon as possible, and in any event within ten days
        after the Company knows that any of the events or conditions specified
      below with respect to any Plan or Multiemployer Plan has occurred or
 exists, a statement signed by a senior financial officer of the
      Company setting forth details respecting such event or condition and
the                                                           

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      action, if any, which the Company or its ERISA Affiliate proposes to
        take with respect thereto (and a copy of any report or notice required
        to be filed with or given to PBGC by the Company or an ERISA Affiliate
with respect to such event or condition):                     

            (i)  any reportable event, as defined in Section
              4043(b) of ERISA and the regulations issued thereunder, with
           respect to a Plan, as to which PBGC has not by regulation
               waived the requirement of Section 4043(a) of ERISA that it be
         notified within 30 days of the occurrence of such event
               (provided that a failure to meet the minimum funding standard
               of Section 412 of the Code or Section 302 of ERISA shall be a
               reportable event regardless of the issuance of any waivers in
accordance with Section 412(d) of the Code);  

                  (ii)  the filing under Section 4041 of ERISA of a notice
                of intent to terminate any Plan or the termination of any Plan
      (other than any such termination that is a "standard
               termination" within the meaning of Section 4041(b) of ERISA);

                   (iii)  the institution by PBGC of proceedings under Section
               4042 of ERISA for the termination of, or the appointment of a
                trustee to administer, any Plan, or the receipt by the Company
              or any ERISA Affiliate of a notice from a Multiemployer Plan
              that such action has been taken by PBGC with respect to such
Multiemployer Plan;                           

                    (iv)  the complete or partial withdrawal by the Company or
                any ERISA Affiliate under Section 4201 or 4204 of ERISA from a
                Multiemployer Plan, or the receipt by the Company or any ERISA
             Affiliate of notice from a Multiemployer Plan that it is in
               reorganization or insolvency pursuant to Section 4241 or 4245
            of ERISA or that it intends to terminate or has terminated
under Section 4041A of ERISA; and             

               (v)  the institution of a proceeding by a fiduciary
            of any Multiemployer Plan against the Company or any ERISA
                Affiliate to enforce Section 515 of ERISA, which proceeding is
not dismissed within 30 days;                 

            (h)  promptly after the Company knows that any Default has
      occurred, a notice of such Default describing the same in reasonable
   detail and stating that such notice is a "Notice of Default" and,
together with such notice or as soon thereafter as possible, a
description of the action                                     

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       that the Company has taken and proposes to take with respect thereto;
and                                                           

             (i)      from time to time such other information regarding
       the business, affairs or financial condition of the Company or any of
its Subsidiaries (including, without limitation, any Plan or  
        Multiemployer Plan and any reports or other information required to be
     filed under ERISA) as any Bank or the Agent may reasonably request.

At the time it furnishes each set of financial statements pursuant to paragraph 
(a) or (b) above, the Company will furnish to each Bank:  (A) a certificate (a  
"Compliance Certificate") substantially in the form of Exhibit E-1 hereto       
signed by a senior financial officer of the Company (i) to the effect that no   
Default has occurred and is continuing (or, if any Default has occurred and is  
continuing, describing the same in reasonable detail and describing the action  
that the Company has taken and proposes to take with respect thereto) and (ii)  
setting forth in reasonable detail (x) the computations necessary to determine  
whether the Company is in compliance with each of the Sections of the Credit    
Agreement identified in Annex 1 to the form of Compliance Certificate as of the 
end of the respective quarterly fiscal period or fiscal year and (y) to the     
extent any computations referred to in clause (x) above use numbers which are   
not directly obtainable from the financial statements delivered pursuant to     
Section 8.01 hereof, a reconciliation to numbers in such financial statements;  
and (B) a Facility Fee and Margin Determination Certificate.                    

                8.02  Litigation.  The Company will promptly give to each Bank
notice of any Litigation affecting the Company or any of its Subsidiaries,      
except proceedings which individually or in the aggregate are not likely, in    
the reasonable judgment of the Company, to have a Material Adverse Effect.      

             8.03  Corporate Existence, Etc.  The Company will, and will
cause each of its Subsidiaries to:                                              

               (a)  preserve and maintain its corporate existence and all of
its material rights, privileges and franchises (provided that nothing in this   
Section 8.03 shall prohibit any transaction expressly permitted by Section 8.05 
hereof);                                                                        

           (b)  comply with the requirements of all applicable laws,
rules, regulations and orders of governmental or regulatory authorities if      
failure to comply with such requirements would have a Material Adverse Effect;  

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       (c)      pay and discharge all taxes, assessments and
governmental charges or levies imposed on it or on its income or profits or on  
any of its property prior to the date on which penalties attach thereto, except 
for any such tax, assessment, charge or levy the payment of which is being      
contested in good faith and by proper proceedings and against which adequate    
reserves are being maintained;                                                  

               (d)      maintain all of its properties used or useful in its
business in good working order and condition, ordinary wear and tear excepted;  
and                                                                             

               (e)      permit, to the extent permitted by applicable law or
regulation, representatives of any Bank or the Agent, during normal business    
hours after reasonable notice, to examine, copy and make extracts from its      
books and records, to inspect its properties, and to discuss its business and   
affairs with its officers, all to the extent reasonably requested by such Bank  
or the Agent (as the case may be).                                              

               8.04     Insurance.  The Company will, and will cause each of
its Subsidiaries to, keep insured by financially sound and reputable insurers   
all property of a character usually insured by corporations engaged in the same 
or similar business similarly situated against loss or damage of the kinds and  
in the amounts customarily insured against by such corporations (subject to     
deductibles in reasonable amounts) and carry such other insurance (subject to   
such deductibles) as is usually carried by such corporations.                   

8.05     Prohibition of Fundamental Changes.  

               (a)      The Company will not, and will not permit any of its
Subsidiaries to, enter into any transaction of merger or consolidation or       
amalgamation, or liquidate, wind up or dissolve itself (or suffer any           
liquidation or dissolution), except:                                            

             (i)      any of the Company's Subsidiaries may be merged or
      consolidated with or into:  (A) the Company, if the Company shall be
      the continuing or surviving corporation, or (B) any other Subsidiary
        of the Company; provided that if any such transaction shall be between
  a Subsidiary of the Company and a Wholly-Owned Subsidiary of the
Company, the continuing or surviving corporation shall be a   
Wholly-Owned Subsidiary of the Company;                       

             (ii)     any of the Company's Subsidiaries may sell, lease,
 transfer or otherwise dispose of any or all of its assets (upon
      voluntary liquidation or otherwise) to the Company or a Wholly-Owned
Subsidiary of the Company;                                    

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               (iii)    the Company or any of the Company's Subsidiaries may
    merge or consolidate with any other Person if (A) in the case of a
       merger or consolidation of the Company, the Company is the continuing
    or surviving corporation and, in any other case, the continuing or
 surviving corporation shall be a Wholly-Owned Subsidiary of the
       Company (provided that the continuing or surviving corporation may be
      a non-Wholly-Owned Subsidiary of the Company if a Disposition by the
   Company of the portion of the capital stock of such continuing or
      surviving corporation not owned by the Company and/or one or more of
   its Wholly-Owned Subsidiaries would at the time of such merger or
       consolidation have been permitted pursuant to Section 8.05(c) hereof)
       and (B) before and after giving effect thereto no Default would exist
hereunder.                                                    

                (b)      Except to the extent otherwise expressly permitted by
Section 8.05(a) hereof, the Company will not, and will not permit any of its    
Subsidiaries to, acquire any business or assets from, or capital stock of, or   
be a party to any acquisition of, any Person except:                            

              (i)      the Company and its Subsidiaries may make purchases
  of inventory and other assets to be sold or used in the ordinary
       course of business (including, without limitation, asset purchases of
merchant credit card portfolios and ancillary assets);        

            (ii)     the Company and its Subsidiaries may make Capital
Expenditures; and                                             

                (iii)    the Company and its Subsidiaries may make Investments
expressly permitted by Section 8.08 hereof.                   

         (c)      The Company will not convey, sell, transfer or
otherwise dispose of, directly or indirectly (each a "Disposition"), any shares 
of capital stock of National Bancard Corporation ("Nabanco") or Telecheck       
International, Inc. ("Telecheck"), nor will the Company permit either of        
Nabanco or Telecheck to make any Disposition, in one or a series of             
transactions, of all or any substantial part of its assets or business.  In     
addition, the Company will not make a Disposition of any shares of capital      
stock of any other Subsidiary of the Company that results in such Subsidiary    
ceasing to be a Subsidiary of the Company if, after giving effect to such       
Disposition and the provisions of paragraph (ii) of the proviso to the          
definition of the term "Cash Flow" and assuming that the net cash proceeds of   
such Disposition had been used to prepay Debt on the last day of the            
Computation Period ending on or immediately prior to the date of such           
Disposition, the Company would have been in default of the provisions of        
Section 8.10                                                                    

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hereof as of the last day of the Computation Period ending on or immediately    
prior to the date of such Disposition.                                          

           (d)  The Company will not, and will not permit any of its
Subsidiaries to, lease any of its assets (as lessor) except: (i) in accordance  
with Section 8.05(a)(ii) hereof; or (ii) leases of assets in the ordinary       
course of business.                                                             

8.06  Limitation on Liens, Etc.               

               (a)      The Company will not, and will not permit any of its
Subsidiaries, to create, incur, assume or suffer to exist any Lien upon any of  
its property, assets or revenues, whether now owned or hereafter acquired,      
except:                                                                         

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

                (ii)     carriers', warehousemen's, mechanics', materialmen's,
   repairmen's or other like Liens arising in the ordinary course of
     business which are not overdue for a period of more than 30 days or
     which are being contested in good faith by appropriate proceedings;

           (iii)    pledges or deposits under worker's compensation,
unemployment insurance and other social security legislation; 

            (iv)     deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory  
   obligations, surety and appeal bonds, performance bonds and other
 obligations of a like nature incurred in the ordinary course of
        business (including, without limitation, performance obligations under
merchant credit card contracts);                              

           (v)      easements, rights-of-way, restrictions and other
      similar encumbrances incurred in the ordinary course of business and
      encumbrances consisting of zoning restrictions, easements, licenses,
     restrictions on the use of property or minor imperfections in title
        thereto which, in the aggregate, are not material in amount, and which
      do not in any case materially detract from the value of the property
        subject thereto or interfere with the ordinary conduct of the business
of the Company or any of its Subsidiaries;                    

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               (vi)     Liens on assets of corporations which become (or are
     consolidated with or merged into) Subsidiaries of the Company after
       the date of this Agreement, provided that such Liens are in existence
     at the time the respective corporations become (or are consolidated
       with or merged into) Subsidiaries of the Company and were not created
in anticipation thereof;                                      

            (vii)    Liens upon real and/or tangible personal property
acquired after November 8, 1994 (by purchase, construction or 
     otherwise) by the Company or any of its Subsidiaries, each of which
  Liens either (A) existed on such property before the time of its
    acquisition and was not created in anticipation thereof or (B) was
     created solely for the purpose of securing Indebtedness incurred to
finance, refinance or refund the cost (including the cost of  
     construction) of the respective property; provided that (x) no such
   Lien shall extend to or cover any property of the Company or such
Subsidiary other than the respective property so acquired and 
   improvements thereon and (y) the principal amount of Indebtedness
        secured by any such Lien shall at no time exceed the fair market value
      (determined in good faith by the Company in accordance with accepted
market practice) of the respective property at the time it was
acquired (by purchase, construction or otherwise);            

        (viii)   Liens in existence (or granted pursuant to an
       agreement in existence) on November 8, 1994 and described in Schedule
V hereto;                                                     

              (ix)     Liens arising out of or resulting from any judgment
      or award, the time for the appeal or petition for rehearing of which
    shall not have expired, or in respect of which the Company and its
    Subsidiaries are fully covered by insurance (where the insurer has
        admitted liability in respect of such judgment) or in respect of which
    the Company or any affected Subsidiary of the Company shall at any
        time in good faith be prosecuting an appeal or proceeding for a review
    and in respect of which a stay of execution pending such appeal or
    proceeding for review shall have been secured, and as to which the
    Company or such Subsidiary has established appropriate reserves or
security;                                                     

               (x)      Liens created after June 25, 1992 covering the land,
   buildings and improvements located at 2610 Decker Lake, Salt Lake
 City, Utah and securing Indebtedness in an amount not to exceed
$20,000,000;                                                  

                (xi)     statutory or contractual bankers liens on monies held
in bank accounts;                                             

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           (xii)    Liens securing Indebtedness permitted by Section
      8.07(l) hereof, provided that (x) such Liens are in existence at the
time the related assets were acquired and were not created in 
    anticipation of such acquisition and (y) such Liens cover only the
assets so acquired;                                           

                (xiii)   Liens upon the assets of FFB of the type described in
       the definition of "Permitted FFB Investments" in Section 1.01 hereof,
      which Liens secure Indebtedness permitted by Section 8.07(o) hereof;
and                                                           

       (xiv)    any extension, renewal or replacement of the
      foregoing; provided that the Liens permitted by this paragraph shall
       not be spread to cover any additional Indebtedness or property (other
than a substitution of like property).                        

               (b)      The Company will not, and will not permit any of its
Subsidiaries to, enter into any transaction, or become party to any agreement   
or instrument, that would prohibit (i) the making by any Subsidiary of the      
Company of any dividend payment or distribution to the Company or any other     
Subsidiary of the Company or (ii) the granting of a Lien upon any of its        
property, assets or revenues (other than (A) leases or leasehold estates, (B)   
licenses or license estates, where the Company or one of its Subsidiaries is    
lessee or licensee, as the case may be or (C) prohibitions on the granting of   
Liens agreed to in connection with the granting of Liens permitted by clauses   
(vi), (vii) and (xii) of Section 8.06(a) hereof on the property subject to such 
Liens), whether now owned or hereafter acquired, in favor of the Agent for the  
benefit of the Agent and the Banks as collateral security for the obligations   
of the Company hereunder and under the other Basic Documents.                   

            8.07     Indebtedness.  The Company will not, and will not
permit any of its Subsidiaries to, create, incur or suffer to exist any         
Indebtedness except:                                                            

(a)      Indebtedness to the Banks hereunder; 

               (b)      Indebtedness outstanding on November 8, 1994 and, if
        required pursuant to Section 7.11 hereof, listed in Schedule I hereto;

(c)      Qualified Subordinated Indebtedness; 

(d)      Capital Lease Obligations;           

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      (e)      Indebtedness of newly-acquired Subsidiaries
      outstanding at the time of the acquisition thereof (but not incurred
in contemplation of the acquisition thereof);                 

               (f)      unsecured Indebtedness of the Company under lines of
credit which (i) are maintained by the Company in an aggregate
principal amount outstanding (including amounts outstanding on
     November 8, 1994) not exceeding $100,000,000 and (ii) contain terms
that are no more restrictive than the terms contained in this 
Agreement;                                                    

               (g)      letters of credit supporting obligations of the type
described in Section 8.06(a)(iii) or 8.06(a)(iv) hereof;      

             (h)      letters of credit in addition to letters of credit
   contemplated by clause (g) above opened in the ordinary course of
       business in an aggregate undrawn amount (including the undrawn amount
       of such letters of credit outstanding on June 25, 1992) not to exceed
$50,000,000 at any one time outstanding;                      

           (i)      Indebtedness of the Company and its Subsidiaries
       (other than FFB) arising as a consequence of Investments permitted by
Sections 8.08(b) and 8.08(g) hereof;                          

              (j)      Indebtedness of the type described in clause (b) of
      the definition of "Indebtedness" in Section 1.01 hereof arising as a
  consequence of an acquisition (including, without limitation, an
        Acquisition) consisting of consideration payable to the related seller
 or sellers that is required to be accrued as a liability on the
      balance sheet of the Company and its Subsidiaries in accordance with
GAAP on the date of such acquisition;                         

              (k)      Indebtedness of the type described in clause (b) of
      the definition of "Indebtedness" in Section 1.01 hereof arising as a
  consequence of an acquisition (including, without limitation, an
       Acquisition) consisting of additional contingent consideration to the
related seller or sellers that is required to be accrued as a 
       liability on the balance sheet of the Company and its Subsidiaries in
  accordance with GAAP subsequent to the date of such acquisition;

             (l)      Indebtedness of the Company or a Subsidiary of the
Company assumed in connection with an Acquisition of the type 
       described in clause (i) of the definition thereof, provided that such
   Indebtedness was not created in anticipation of such Acquisition;

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           (m)      Indebtedness for which the Company or one of its
       Subsidiaries becomes liable as a result of a transaction permitted by
Section 8.05(a)(i) hereof;                                    

            (n)      Indebtedness in addition to those contemplated by
      clauses (a) through (m) above (other than Capital Lease Obligations)
     secured by Liens permitted by Section 8.06(a)(vii) hereof up to but
not exceeding $50,000,000 at any one time outstanding;        

                (o)      Indebtedness of FFB (i) that is of the type described
   in clause (a) of the definition of "Indebtedness" in Section 1.01
        hereof and secured by Liens permitted by Section 8.06(a)(xiii) hereof,
       provided that FFB shall use the proceeds of such Indebtedness to fund
    VISA and Mastercard settlements, (ii) that are short-term advances
    made by the Company to fund VISA and Mastercard settlements, which
   short-term advances are repaid within five (5) Business Days, and
    (iii) arising as a consequence of Investments permitted by Section
8.08(h) hereof;                                               

         (p)      additional Indebtedness constituting Specified
Company Indebtedness so long as, both immediately before and  
       immediately after the creation or incurrence of such Indebtedness, no
Default shall have occurred and be continuing; and            

            (q)      Indebtedness under the Existing Credit Agreement;

provided that anything in this Section 8.07 to the contrary notwithstanding,    
the aggregate unpaid principal amount of the Indebtedness of the Subsidiaries   
of the Company (not including Indebtedness of FFB under this Agreement) shall   
not exceed 20% of Net Worth at any one time outstanding.                        

           8.08     Investments.  The Company will not, and will not
permit any of its Subsidiaries to, make or permit to remain outstanding any     
Investments except:                                                             

       (a)      operating deposit accounts with bank, thrift
institutions or trust companies;                              

(b)      Permitted Investments;               

              (c)      Investments in the capital stock of Subsidiaries of
        the Company on November 8, 1994 or subsequently acquired in accordance
      with clause (d) below or formed in accordance with clause (e) below;

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               (d)  Investments consisting of the acquisition of the capital
  stock of any Person; provided that (i) if such acquisition is an
        Acquisition, after giving effect to such acquisition, such Person is a
       Subsidiary of the Company; (ii) no Default shall have occurred and be
        continuing or would result therefrom; and (iii) if such acquisition is
not an Acquisition, the aggregate purchase price of all such  
Investments held from time to time by the Company and its     
      Subsidiaries, together with Investments described in clause (f)(iii)
below, is less than 25% of Total Assets;                      

               (e)  Investments in newly-formed Wholly-Owned Subsidiaries of
  the Company; provided that no Default shall have occurred and be
continuing or would result therefrom;                         

         (f)  Investments consisting of acquisitions of the type
       referred to in clause (i) or (iii) of the definition of "Acquisition"
       in Section 1.01 hereof from or in any Person; provided that (i) after
giving effect to such acquisition, the Company or any of its  
     Subsidiaries shall own the assets or interests so acquired; (ii) no
Default shall have occurred and be continuing or would result 
therefrom; and (iii) in connection with the acquisition of any
ownership interest in any partnership or joint venture, such  
    partnership or joint venture will not engage in any transaction in
        which the Company or any of its Subsidiaries would not be permitted to
     engage hereunder and the aggregate purchase price of such ownership
  interest, together with Investments described in clause (d)(iii)
above, is less than 25% of Total Assets;                      

                (g)  Investments by (i) the Company or any of its Subsidiaries
        (other than FFB) consisting of advances to, or Guarantees of, or other
contingent obligations with respect to, Indebtedness or other 
     liabilities of (other than FFB), in the case of the Company, any of
      its Subsidiaries (other than FFB), and in the case of any Subsidiary
    of the Company, the Company or any other Subsidiary of the Company
  (other than FFB) and (ii) the Company or any of its Subsidiaries
   (other than FFB) consisting of Guarantees of, or other contingent
     obligations with respect to, Indebtedness or other liabilities of a
      Person incurred or assumed by the Company or such Subsidiary (as the
      case may be) in connection with an Acquisition of the type described
in clause (i) of the definition thereof, provided that such   
     Indebtedness or other liability was not created in contemplation of
such Acquisition;                                             

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        (h)  in the case of FFB, Permitted FFB Investments and
   Investments in receivables from VISA and Mastercard associations;

      (i)  Investments outstanding on November 8, 1994 and
      identified in Schedule III hereto and Investments constituting Liens
permitted by Section 8.06(a)(iv) hereof;                      

        (j)  Investments resulting from transactions expressly
permitted by Section 8.05(a) hereof;                          

            (k)  Investments by the Company or any of its Subsidiaries
   consisting of Guarantees of, or other contingent obligations with
      respect to, obligations and other liabilities pertaining to merchant
credit card transactions;                                     

                (l)  Investments resulting from the acquisition by the Company
     of shares of its outstanding common stock; provided that no Default
  shall have occurred and be continuing or would result therefrom;

                (m)  Investments by the Company under Interest Rate Protection
Agreements; and                                               

             (n)  (i)  Investments by the Company in FFB in an aggregate
    amount not to exceed 15% of Net Worth and (ii) short-term advances
     made by the Company to FFB to fund VISA and Mastercard settlements,
    which short-term advances shall be repaid within five (5) Business
Days.                                                         

                8.09  Net Worth.  The Company will not permit Net Worth on any
date occurring on or after November 8, 1994 to be less than $1,100,000,000.     

             8.10  Debt to Cash Flow Ratio.  The Company will not permit
the Debt to Cash Flow Ratio on any date occurring on or after the date of this  
Agreement to be greater than 3.75 to 1.                                         

             8.11  Interest Coverage Ratio.  The Company will not permit
the Interest Coverage Ratio for any Computation Period ending on or after March 
31, 1992 to be less than or equal to 3.00 to 1.                                 

8.12  [Intentionally omitted.]                

8.13  [Intentionally omitted.]                

          8.14  Transactions with Affiliates.  Except as expressly
permitted by this Agreement, the Company will not, nor                          

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will it permit any of its Subsidiaries to, directly or indirectly:              

             (a)  make any Investment in any Affiliate of the Company or
any of its Subsidiaries;                                      

                (b)  transfer, sell, lease, assign or otherwise dispose of any
assets to any such Affiliate;                                 

            (c)  merge into or consolidate with or purchase or acquire
assets from any such Affiliate; or                            

              (d)  enter into any other transaction directly or indirectly
   with or for the benefit of any such Affiliate (including, without
   limitation, Guarantees and assumptions of obligations of any such
Affiliate);                                                   

provided that (x) any Affiliate who is an individual may serve as a director,   
officer or employee of the Company or its Subsidiaries and receive reasonable   
compensation for his or her services in such capacity and (y) the Company and   
its Subsidiaries may enter into transactions (other than Investments by the     
Company or any of its Subsidiaries in any such Affiliate) providing for the     
leasing of property, the rendering or receipt of services or the purchase or    
sale of inventory and other assets in the ordinary course of business if the    
monetary or business consideration arising therefrom would be substantially as  
advantageous to the Company and its Subsidiaries as the monetary or business    
consideration which would obtain in a comparable transaction with a Person not  
an Affiliate of the Company or any of its Subsidiaries.                         

              8.15  Use of Proceeds.  The Company will use the proceeds of
the Loans hereunder for its general corporate purposes (in compliance with all  
applicable legal and regulatory requirements, including, without limitation,    
Regulations U and X and the Securities Act of 1933, as amended, and the         
Securities Exchange Act of 1934, as amended, and the regulations thereunder);   
provided that, without the consent of each Bank, the Company may not use the    
proceeds of any of the Loans hereunder to finance or refinance, directly or     
indirectly, an Acquisition of any Person (or the acquisition of (i) more than   
50% of the publicly traded stock (of any class) of any Person or (ii) any of    
the publicly traded stock (of any class) of any Person after the Company or any 
of its Subsidiaries shall have been required to file a Schedule 13D under the   
Securities Exchange Act of 1934, as amended, with respect to such stock) unless 
such Acquisition (or acquisition) has been approved by the board of directors   
of such Person or officers thereof duly authorized to do so (provided that,     
with respect to any Bank that does not so consent, the                          

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Company may exercise any of the options specified in Section 5.01(e) hereof as  
though such Bank were an Affected Bank); and provided that neither the Agent    
nor any Bank shall have any responsibility as to the use of any of such         
proceeds.  FFB will use the proceeds of the Swingline Loans hereunder solely to 
fund VISA and Mastercard settlements.                                           

             8.16  Modifications of Certain Documents.  The Company will
not consent to any modification, supplement or waiver of any of the provisions  
of any of the agreements or instruments evidencing or relating to any Qualified 
Subordinated Indebtedness without the prior consent of the Agent (with the      
approval of the Majority Banks).                                                

            8.17  Lines of Business.  The Company and its Subsidiaries
will not, to any significant extent, engage in any business other than Company  
Business.                                                                       

       Section 9.  Events of Default.  If one or more of the
following events (herein called "Events of Default") shall occur and be         
continuing:                                                                     

                (a)  Any Borrower shall default in the payment when due of any
     principal of any Loan; or any Borrower shall default in the payment
  when due of interest on any Loan and such default shall continue
        unremedied for two Business Days; or any Borrower shall default in the
       payment when due of any other amount payable by it hereunder and such
  default shall continue unremedied for five (5) Business Days; or

              (b)  The Company or any of its Subsidiaries shall default in
    the payment when due of any principal of or interest on any of its
 other Indebtedness in the aggregate principal or face amount of
     $15,000,000 or more; or any event specified in any note, agreement,
indenture or other document evidencing or relating to any such
        Indebtedness (other than Indebtedness which by its terms is payable on
    demand in any event) shall occur if the effect of such event is to
       cause or (with the giving of any notice or the lapse of time or both)
       to permit the holder or holders of such Indebtedness (or a trustee or
        agent on behalf of such holder or holders) to cause, such Indebtedness
 to become due, or to be prepaid in full (whether by redemption,
        purchase or otherwise), prior to its stated maturity; provided that in
the event that the Indebtedness involved is purchase money    
     Indebtedness or a Capital Lease Obligation, the nonpayment or other
       event shall not constitute an Event of Default so long as the Company
        or such Subsidiary is disputing in good faith its obligation to so pay
or perform; or                                                

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            (c)  Any representation, warranty or certification made or
     deemed made herein (or in any modification or supplement hereto) by
the Company or in any of the other Basic Documents (or in any 
        modification or supplement thereto) by any Obligor, or any certificate
      furnished to any Bank or the Agent pursuant to the provisions hereof
    or thereof (other than a representation, warranty or certification
      relating solely to a Subsidiary of the Company other than a Material
   Subsidiary (as determined solely by reference to clauses (ii) and
      (iii) of the definition thereof)), shall prove to have been false or
      misleading as of the time made or furnished in any material respect;
       or any representation, warranty or certification relating solely to a
Subsidiary of the Company other than a Material Subsidiary (as
 determined solely by reference to clauses (ii) and (iii) of the
        definition thereof) made or deemed made herein (or in any modification
   or supplement hereto) by the Company or in any of the other Basic
 Documents (or in any modification or supplement thereto) by any
Obligor, or any certificate furnished to any Bank or the Agent
    pursuant to the provisions hereof or thereof relating to the same,
     shall prove to have been false or misleading as of the time made or
    furnished in any material respect and as a result thereof (or as a
 result of the matter of the false or misleading representation,
 warranty or certification) there shall have occurred a Material
Adverse Effect;                                               

              (d)  Any Borrower shall default in the performance of any of
its obligations under Section 8.01(h) and 8.05 through 8.17   
      (inclusive) hereof; or any Borrower shall default in the performance
      of any of its other obligations in this Agreement or any other Basic
        Document and such default shall continue unremedied for a period of 10
       Business Days after notice thereof to the Company by the Agent or any
Bank (through the Agent); or                                  

(e)  [Intentionally omitted]                  

            (f)  The Company or any of its Subsidiaries shall admit in
     writing its failure or inability to, or fail or be unable generally
to, pay its debts as such debts become due; or                

             (g)  The Company or any of its Subsidiaries shall (i) apply
       for or consent to the appointment of, or the taking of possession by,
       a receiver, custodian, trustee or liquidator of itself or of all or a
      substantial part of its property, (ii) make a general assignment for
     the benefit of its creditors, (iii) commence a voluntary case under
        the Bankruptcy Code, (iv) file a petition seeking to take advantage of
any other law relating to bankruptcy,                         

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        insolvency, reorganization, winding-up, or composition or readjustment
      of debts, (v) fail to controvert in a timely and appropriate manner,
 or acquiesce in writing to, any petition filed against it in an
       involuntary case under the Bankruptcy Code or (vi) take any corporate
action for the purpose of effecting any of the foregoing; or  

           (h)  A proceeding or case shall be commenced, without the
      application or consent of the Company or any of its Subsidiaries, in
   any court of competent jurisdiction, seeking (i) its liquidation,
  reorganization, dissolution or winding-up, or the composition or
readjustment of its debts, (ii) the appointment of a trustee, 
    receiver, custodian, liquidator or the like of the Company or such
     Subsidiary or of all or any substantial part of its assets or (iii)
       similar relief in respect of the Company or such Subsidiary under any
        law relating to bankruptcy, insolvency, reorganization, winding-up, or
       composition or adjustment of debts, and such proceeding or case shall
    continue undismissed, or an order, judgment or decree approving or
      ordering any of the foregoing shall be entered and continue unstayed
        and in effect, for a period of 60 or more days; or an order for relief
against the Company or such Subsidiary shall be entered in an 
involuntary case under the Bankruptcy Code; or                

                (i)  A final judgment or judgments for the payment of money in
     excess of $10,000,000 in the aggregate (exclusive of the portion of
   judgment amounts fully covered by insurance where the insurer has
        admitted liability in respect of such judgment) shall be rendered by a
        court or courts against the Company and/or any of its Subsidiaries and
      the same shall not be discharged (or provision shall not be made for
        such discharge), or a stay of execution thereof shall not be procured,
      within 30 days from the date of entry thereof and the Company or the
       relevant Subsidiary shall not, within said period of 30 days, or such
  longer period during which execution of the same shall have been
       stayed, appeal therefrom and cause the execution thereof to be stayed
during such appeal; or                                        

                (j)  An event or condition specified in Section 8.01(g) hereof
     shall occur or exist with respect to any Plan or Multiemployer Plan
      and, as a result of such event or condition, together with all other
     such events or conditions, the Company or any ERISA Affiliate shall
       incur or shall be reasonably likely to incur a liability to a Plan, a
        Multiemployer Plan or PBGC (or any combination of the foregoing) which
is material in relation to the                                

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      consolidated financial condition, operations or business, taken as a
whole, of the Company and its Subsidiaries; or                

                (k)  The Company Guarantee shall for any reason cease to be in
 full force and effect or shall be declared null and void or the
       validity or enforceability thereof shall be contested by the Company,
  or the Company shall deny or disaffirm its obligations under the
Company Guarantee;                                            

THEREUPON:  (i) in the case of an Event of Default other than one referred to   
in clause (g) or (h) of this Section 9 with respect to the Company, the Agent,  
upon request of the Majority Banks  shall, by notice to the Company, terminate  
the Commitments (whereupon the obligation of the Swingline Bank to make         
Committed Swingline Loans shall automatically terminate) and/or the Swingline   
Bank may, by notice to the Company, terminate the obligation of the Swingline   
Bank to make Committed Swingline Loans, and/or the Agent, upon the request of   
the Majority Banks, shall, by notice to the Company declare the principal       
amount then outstanding of, and the accrued interest on, the Loans and all      
other amounts payable by the Borrowers hereunder and under the Notes            
(including, without limitation, any amounts payable under Section 5.05 hereof)  
to be forthwith due and payable whereupon such amounts shall be immediately due 
and payable without presentment, demand, protest or other formalities of any    
kind, all of which are hereby expressly waived by the Borrowers; and (ii) in    
the case of the occurrence of an Event of Default referred to in clause (g) or  
(h) of this Section 9 with respect to the Company, the Commitments and the      
obligation of the Swingline Bank to make Committed Swingline Loans shall        
automatically be terminated and the principal amount then outstanding of, and   
the accrued interest on, the Loans (if any) and all other amounts payable by    
the Company hereunder and under the Notes (including, without limitation, any   
amounts payable under Section 5.05 hereof) shall automatically become           
immediately due and payable without presentment, demand, protest or other       
formalities of any kind, all of which are hereby expressly waived by the        
Company.                                                                        

Section 10.  The Agent.                       

               10.01  Appointment, Powers and Immunities.  Each Bank and the
Swingline Bank hereby irrevocably appoint and authorize the Agent to act as its 
agent hereunder and under the other Basic Documents with such powers as are     
specifically delegated to the Agent by the terms of this Agreement and of the   
other Basic Documents, together with such other powers as are reasonably        
incidental thereto.  The Agent (which term as used in this sentence and in      
Section 10.05 and the first sentence of Section 10.06 hereof shall include      
reference to its affiliates                                                     

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and its own and its affiliates' officers, directors, employees and agents):     
(a) shall have no duties or responsibilities except those expressly set forth)  
in this Agreement and in the other Basic Documents, and shall not by reason of  
this Agreement or any other Basic Document be a trustee for any Bank or the     
Swingline Bank; (b) shall not be responsible to the Banks or the Swingline Bank 
for any recitals, statements, representations or warranties contained in        
recitals or in any other Basic Document, or in any certificate or other         
document referred to or provided for in, or received by any of them under, this 
Agreement or any other Basic Document, or for the value, validity,              
effectiveness, genuineness, enforceability or sufficiency of this Agreement or  
any other Basic Document or any other document referred to or provided for      
herein or therein or for any failure by the Company or any other Person to      
perform any of its obligations hereunder or thereunder; (c) shall not be        
required to initiate or conduct any litigation or collection proceedings        
hereunder or under any other Basic Document, except for enforcement of the      
Company Guarantee at the request of the Majority Banks; and (d) shall not be    
responsible for any action taken or omitted to be taken by it hereunder or      
under any other Basic Document or under any other document or instrument        
referred to or provided for herein or therein or in connection herewith or      
therewith, except for its own gross negligence or willful misconduct.  The      
Agent may employ agents and attorneys-in-fact and shall not be responsible for  
the negligence or misconduct of any such agents or attorneys-in-fact selected   
by it in good faith.  The Agent may deem and treat the payee of any Note as the 
holder thereof for all purposes hereof unless and until a notice of the         
assignment or transfer thereof shall have been filed with the Agent, together   
with the consent of the Company to such assignment or transfer and the Agent    
shall have consented to such assignment or transfer.                            

                10.02  Reliance by Agent.  The Agent shall be entitled to rely
upon any certification, notice or other communication (including any thereof by 
telephone) believed by it to be genuine and correct and to have been signed or  
sent by or on behalf of the proper Person or Persons, and upon advice and       
statements of legal counsel, independent accountants and other experts selected 
by the Agent.  As to any matters not expressly provided for by this Agreement   
or any other Basic Document, the Agent shall in all cases be fully protected in 
acting, or in refraining from acting, hereunder and thereunder in accordance    
with instructions signed by the Majority Banks, and such instructions of the    
Majority Banks and any action taken or failure to act pursuant thereto shall be 
binding on all of the Banks and the Swingline Bank.                             

         10.03  Defaults.  The Agent shall not be deemed to have
knowledge or notice of the occurrence of a Default unless the                   

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Agent has received notice from a Bank, the Swingline Bank or any Borrower       
specifying such Default and stating that such notice is a "Notice of Default".  
In the event that the Agent receives such a notice of the occurrence of a       
Default, the Agent shall give prompt notice thereof to the Banks and the        
Swingline Bank.  The Agent shall (subject to Sections 10.01, 10.07 and 11.04    
hereof) take such action with respect to such Default as shall be directed by   
the Majority Banks, provided that, unless and until the Agent shall have        
received such directions, the Agent may (but shall not be obligated to) take    
such action, or refrain from taking such action, with respect to such Default   
as it shall deem advisable in the best interest of the Banks and the Swingline  
Bank.                                                                           

               10.04  Rights as a Bank.  With respect to its Commitments and
the Loans made by it, Chase (and any successor acting as Agent) in its capacity 
as a Bank (including, for these purposes, the Swingline Bank) hereunder shall   
have the same rights and powers hereunder as any other Bank and may exercise    
the same as though it were not acting as the Agent, and the term "Bank" or      
"Banks" or "Swingline Bank" shall, unless the context otherwise indicates,      
include the Agent in its individual capacity.  Chase (and any successor acting  
as Agent) and its affiliates may (without having to account therefor to any     
Bank) accept deposits from, lend money to and generally engage in any kind of   
banking, trust or other business with the Company (and any of their affiliates) 
as if it were not acting as the Agent, and Chase and its affiliates may accept  
fees and other consideration from, the Company for services in connection with  
this Agreement or otherwise without having to account for the same to the       
Banks.                                                                          

           10.05  Indemnification.  The Banks agree to indemnify the
Agent (to the extent not reimbursed under Section 11.03 hereof, but without     
limiting the obligations of the Company under said Section 11.03) ratably in    
accordance with the Commitments of the Banks (or, if the Commitments have been  
terminated), ratably in accordance with the aggregate principal amount of the   
Loans made by the Banks for any and all liabilities, obligations, losses,       
damages, penalties, actions, judgments, suits, costs, expenses or disbursements 
of any kind and nature whatsoever which may be imposed on, incurred by or       
asserted against the Agent in any way relating to or arising out of this        
Agreement or any other Basic Document or any other documents contemplated by or 
referred to herein or therein or the transactions contemplated hereby           
(including, without limitation, the costs and expenses which the Company is     
obligated to pay under Section 11.03 hereof, but excluding, unless a Default    
has occurred and is continuing, normal administrative costs and expenses        
incident to the performance of its agency duties hereunder and excluding all    
out-                                                                            

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of-pocket expenses and costs of the Agent referred to in Section 11.03(a)(i)    
except to the extent that the Company is obligated to reimburse the Agent for   
such expenses and costs) or the enforcement of any of the terms hereof or       
thereof or of any such other documents, provided that no Bank shall be liable   
for any of the foregoing to the extent they arise from the gross negligence or  
willful misconduct of the party to be indemnified.                              

          10.06  Non-Reliance on Agent and other Banks.  Each Bank
agrees that it has, independently and without reliance on the Agent or any      
other Bank, and based on such documents and information as it has deemed        
appropriate, made its own credit analysis of the Company and its Subsidiaries   
and decision to enter into this Agreement and that it will, independently and   
without reliance upon the Agent or any other Bank, and based on such documents  
and information as it shall deem appropriate at the time, continue to make its  
own analysis and decisions in taking or not taking action under this Agreement  
or any of the other Basic Documents.  The Agent shall not be required to keep   
itself informed as to the performance or observance by the Company of this      
Agreement or any of the other Basic Documents or any other document referred to 
or provided for herein or therein or to inspect the properties or books of the  
Company or any of its Subsidiaries.  Except for notices, reports and other      
documents and information expressly required to be furnished to the Banks by    
the Agent hereunder, the Agent shall not have any duty or responsibility to     
provide any Bank with any credit or other information concerning the affairs,   
financial condition or business of the Company or any of its Subsidiaries (or   
any of their affiliates) which may come into the possession of the Agent or any 
of its affiliates.                                                              

              10.07  Failure to Act.  Except for action expressly required
of the Agent hereunder and under the other Basic Documents, the Agent shall in  
all cases be fully justified in failing or refusing to act hereunder and        
thereunder unless it shall receive further assurances to its satisfaction from  
the Banks of their indemnification obligations under Section 10.05 hereof       
against any and all liability and expense which may be incurred by it by reason 
of taking or continuing to take any such action.                                

         10.08  Resignation or Removal of Agent.  Subject to the
appointment and acceptance of a successor Agent as provided below, the Agent    
may resign at any time by giving notice thereof to the Banks and the Company,   
and the Agent may be removed at any time with or without cause by the Majority  
Banks.  Upon any such resignation or removal, the Majority Banks shall have the 
right to appoint a successor Agent which shall be a Bank or, with the prior     
consent of the Company (which consent shall not be                              

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unreasonably withheld), any other bank.  If no successor Agent shall have been  
so appointed by the Majority Banks and shall have accepted such appointment     
within 30 days after the retiring Agent's giving of notice of resignation or    
the Majority Banks' removal of the retiring Agent, then the retiring Agent may, 
on behalf of the Banks and the Swingline Bank, appoint a successor Agent, which 
shall be a Bank or, with the prior consent of the Company (which consent shall  
not be unreasonably withheld) any other bank which has an office in New York,   
New York with a combined capital and surplus of at least $500,000,000.  Upon    
the acceptance of any appointment as Agent hereunder by a successor Agent, such 
successor Agent shall thereupon succeed to and become vested with all the       
rights, powers, privileges and duties of the retiring Agent, and the retiring   
Agent shall be discharged from its duties and obligations hereunder.  After any 
retiring Agent's resignation or removal hereunder as Agent, the provisions of   
this Section 10 shall continue in effect for its benefit in respect of any      
actions taken or omitted to be taken by it while it was acting as the Agent.    

           10.09  Consents Under Basic Documents.  Without the prior
consent of the Majority Banks, the Agent will not consent to any modification,  
supplement or waiver under the Company Guarantee, provided that without the     
prior consent of each Bank and the Swingline Bank, the Agent will not release   
the Company from any of its obligations under the Company Guarantee.            

Section 11.  Miscellaneous.                   

               11.01  Waiver.  No failure on the part of the Agent, any Bank
or the Swingline Bank to exercise and no delay in exercising, and no course of  
dealing with respect to, any right, power or privilege under this Agreement or  
any Note shall operate as a waiver thereof, nor shall any single or partial     
exercise of any right, power or privilege under this Agreement or any Note      
preclude any other or further exercise thereof or the exercise of any other     
right, power or privilege.  The remedies provided herein are cumulative and not 
exclusive of any remedies provided by law.                                      

                11.02  Notices.  All notices and other communications provided
for herein (including, without limitation, any modifications of, or waivers,    
consents, requests or instructions under, this Agreement) shall be given or     
made by telecopy or in writing and telecopied, mailed or delivered to the       
intended recipient at the "Address for Notices" specified below its name on the 
signature pages hereof; or, as to any party, at such other address as shall be  
designated by such party in a notice to each other party; provided that         
telephonic notices (promptly confirmed by a method of communication hereinabove 
set forth) may be given                                                         

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to the intended recipient at the "Address for Notices" (or other address)       
hereinabove referred to.  Except as otherwise provided in this Agreement, all   
such communications shall be deemed to have been duly given when transmitted by 
telecopier, personally delivered or, in the case of a mailed notice, upon       
receipt, in each case given or addressed as aforesaid.                          

               11.03  Expenses, Etc.  The Company agrees to pay or reimburse
the Banks (including, for these purposes, the Swingline Bank) and the Agent for 
paying:  (a) all reasonable out-of-pocket costs and expenses of the Agent       
(including, without limitation, the reasonable fees and expenses of Milbank,    
Tweed, Hadley & McCloy, special New York counsel to the Banks), in connection   
with (i) the negotiation, preparation, execution and delivery of this Agreement 
and the other Basic Documents and the making of the Loans hereunder and (ii)    
any amendment, modification or waiver of any of the terms of this Agreement or  
any of the other Basic Documents; (b) all reasonable costs and expenses of the  
Agent and the Banks (including reasonable counsels' fees actually incurred) in  
connection with any Default and any enforcement or collection proceedings       
resulting therefrom; and (c) all transfer, stamp, documentary or other similar  
taxes, assessments or charges levied by any governmental or revenue authority   
in respect of this Agreement or any of the other Basic Documents or any other   
document referred to herein or therein.                                         

                The Company hereby agrees to indemnify the Agent and each Bank
(including, for these purposes, the Swingline Bank) and their respective        
directors, officers, employees and agents from, and hold each of them harmless  
against, any and all losses, liabilities, claims, damages or expenses incurred  
by any of them arising out of or by reason of any investigation or litigation   
or other proceedings (including any threatened investigation or litigation or   
other proceedings) relating to any actual or proposed use by the Company or any 
of its Subsidiaries of the proceeds of any of the Loans, including, without     
limitation, the reasonable fees and disbursements of counsel incurred in        
connection with any such investigation or litigation or other proceedings (but  
excluding any such losses, liabilities, claims, damages or expenses incurred by 
reason of the gross negligence or willful misconduct of the Person to be        
indemnified).                                                                   

        11.04  Amendments, Etc.  Except as otherwise expressly
provided in this Agreement, any provision of this Agreement may be amended or   
modified only by an instrument in writing signed by the Company, the Agent and  
the Majority Banks, or by the Company and the Agent acting with the consent of  
the Majority Banks, and any provision of this Agreement may be waived by the    
Majority Banks or by the Agent acting with the consent of the Majority Banks;   
provided that (a) no amendment, modification or waiver                          

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shall, unless by an instrument signed by all of the Banks or by the Agent       
acting with the consent of all of the Banks: (i) increase the amount or extend  
the term, or extend the time or waive any requirement for the reduction or      
termination, of the Commitments, (ii) extend any date fixed for the payment of  
principal of or interest on any Loan or any commitment fee or facility fee      
payable hereunder, (iii) reduce the amount of any payment of principal thereof  
or the rate at which interest is payable thereon or any fee is payable          
hereunder, (iv) alter the terms of Sections 2.03(a)(2) or 8.15 hereof or this   
Section 11.04 or (v) amend the definition of the term "Majority Banks", or      
modify in any other manner the number or percentage of the Banks required to    
make any determinations or waive any rights hereunder or to modify any          
provision hereof; (b) any modification or supplement of any provision hereof    
relating to the rights or obligations of the Swingline Bank shall require the   
consent of the Swingline Bank; and (c) any amendment that affects the rights or 
obligations of the Agent hereunder shall require the consent of the Agent.      

         11.05  Successors and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their           
respective successors and permitted assigns.                                    

11.06  Assignments and Participations.        

     (a)  A Borrower may not assign any of its rights or
obligations hereunder or under the Notes without the prior consent of all of    
the Banks, the Swingline Bank and the Agent.                                    

             (b)  Any Bank may assign any of its Loans, its Notes or its
Commitment (which Commitment assignment shall include such Bank's corresponding 
obligations to the Swingline Bank under Section 2.02(b) hereof) with the prior  
consent (which consent shall not be unreasonably withheld) of the Company and   
the Agent; provided that (i) without the consent of the Company or the Agent,   
any Bank may assign to another Bank all or (subject to clauses (iii) and (iv)   
below) any portion of its Commitment, Notes or Loans; (ii) no such assignment   
shall be made to any Person that is not a Bank until 10 Business Days after the 
assigning Bank shall have transmitted to each other Bank notice of its proposal 
to effect such assignment (which notice shall specify the amount of the         
Commitment and Loans proposed to be assigned); (iii) the amount of any such     
partial assignment of its Commitment shall be in a minimum amount of            
$15,000,000 (or, in the case of an assignment to another Bank, $5,000,000); and 
(iv) each such assignment by a Bank of its Commitment, its Note evidencing      
Syndicated Loans and its Syndicated Loans shall be made in such manner so that  
the same portion of its Commitment, such Note and its Syndicated Loans is       
assigned to the respective                                                      

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assignee.  Upon notice to the Company and the Agent of an assignment by any     
Bank to any other Bank permitted by the preceding sentence (which notice shall  
identify the assignee Bank and the amount of the assigning Bank's Commitment or 
Loans assigned in detail reasonably satisfactory to the Agent) and upon the     
effectiveness of any assignment consented to by the Company and the Agent, the  
assignee shall have, to the extent of such assignment (unless otherwise         
provided such assignment with the consent of the Company and the Agent), the    
obligations, rights and benefits of a Bank hereunder holding the Commitment (or 
portion thereof) as the case may be, assigned to it (in addition to the         
Commitment or Loans, as the case may be, theretofore held by such assignee) and 
in the event that an assignment of a Bank's Commitment (or portions thereof) is 
made, the assigning Bank shall, to the extent of such assignment, be released   
from the Commitment (or portions thereof) so assigned.  Upon each such          
assignment (other than an assignment pursuant to Sections 2.03(c) or 5.01(e)    
hereof), the assigning Bank shall pay the Agent an assignment fee of $2,500.    

            (c)  A Bank may sell or agree to sell to one or more other
Persons a participation in all or any part of its Commitment, Syndicated Loans  
or its Money Market Loans held by it or the Syndicated Loans or its Money       
Market Loans made or to be made by it, in which event each such participant     
shall not, except (in the case of a participant that is a Bank) to the extent   
provided by Section 4.07(c) hereof, have any rights or benefits under this      
Agreement or any Note (the participant's rights against such Bank in respect of 
such participation to be those set forth in the agreement (the "Participation   
Agreement") executed by such Bank in favor of the participant).  All amounts    
payable by the Company to any Bank under Section 5 hereof shall be determined   
as if such Bank had not sold or agreed to sell any participations in such Loan  
and as if such Bank were funding all of such Loan in the same way that it is    
funding the portion of such Loan in which no participations have been sold.  In 
no event shall a Bank that sells a participation be obligated to the            
participant under the Participation Agreement to take or refrain from taking    
any action hereunder or under such Bank's Note except that such Bank may agree  
in the Participation Agreement that it will not, without the consent of the     
participant, agree to (i) the increase in the amount or extension of the term,  
or the extension of the time or waiver of any requirement for the reduction or  
termination, of such Bank's Commitment, (ii) the extension of any date fixed    
for the payment of principal of or interest on the related Loan or any portion  
of any fees payable to the participant, (iii) the reduction of any payment of   
principal thereof, (iv) the reduction of the rate at which either interest is   
payable thereon or (if the participant is entitled to any part thereof)         
facility fee is payable hereunder to a level                                    

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below the rate at which the participant is entitled to receive interest or      
facility fee (as the case may be) in respect of such participation, or (v)      
except as contemplated by Section 10.09 hereof, release the Company from any of 
its obligations under the Company Guarantee.                                    

                (d)  A Bank may furnish any information concerning the Company
or any of its Subsidiaries in the possession of such Bank from time to time to  
assignees and participants (including prospective assignees and participants),  
subject, however, to the provisions of Section 11.12 hereof.                    

        (e)  In addition to the assignments and participations
permitted by the foregoing provisions of this Section 11.06, any Bank may       
assign and pledge all or any portion of its Loans and its Notes to any Federal  
Reserve Bank as collateral security pursuant to Regulation A and any Operating  
Circular issued by such Federal Reserve Bank.  No such assignment shall release 
the assigning Bank from its obligations hereunder. The provisions of this       
Section 11.06(e) shall apply mutatis mutandis to the Swingline Loans made by    
the Swingline Bank to FFB.                                                      

     (f)  Anything in this Section 11.06 to the contrary
notwithstanding, the Company shall not, and shall not permit any of its         
Subsidiaries or Affiliates to, acquire (by assignment, participation or         
otherwise), and no Bank may assign or participate to the Company or any of its  
Subsidiaries or Affiliates, any interest in any Commitment or Loan.             

        (g)  The Swingline Bank may not (except as provided in
Sections 2.02(b) and 11.06(e) hereof) assign or sell participations in all or   
any part of its Swingline Loans or the Swingline Note; provided that, with the  
prior consent of the Agent and the Company, which consent shall not be          
unreasonably withheld or delayed, the Swingline Bank may assign to another Bank 
all of its obligations, rights and benefits in respect of the Swingline Loans   
and the Swingline Note.  Upon the effectiveness of any such assignment, the     
assignee shall have the obligations, rights and benefits of the Swingline Bank  
hereunder holding the Swingline Loans and Swingline Note assigned to it.        

        11.07  Survival.  The obligations of the Company under
Sections 5.01, 5.05 and 11.03 hereof, and the obligations of the Banks under    
Section 10.05 hereof, shall survive the repayment of the Loans and the          
termination of the Commitments and, in the case of any Bank that may assign any 
interest in its Commitment or Loans hereunder, shall survive the making of such 
assignment, notwithstanding that such assigning Bank may cease to be a "Bank"   
hereunder.                                                                      

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          11.08  Captions.  The table of contents and captions and
section headings appearing herein are included solely for convenience of        
reference and are not intended to affect the interpretation of any provision of 
this Agreement.                                                                 

             11.09  Counterparts.  This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and    
the same instrument and any of the parties hereto may execute this Agreement by 
signing any such counterpart.                                                   

              11.10  Governing Law; Submission to Jurisdiction; Etc.  This
Agreement and the Notes shall be governed by, and construed in accordance with, 
the law of the State of New York.  The Borrowers hereby submit to the           
nonexclusive jurisdiction of the United States District Court for the Southern  
District of New York and of any New York state court sitting in New York County 
for the purposes of all legal proceedings arising out of or relating to this    
Agreement or the transactions contemplated hereby.  Each Borrower irrevocably   
waives, to the fullest extent permitted by applicable law, any objection which  
it may now or hereafter have to the laying of the venue of any such proceeding  
brought in such a court and any claim that any such proceeding brought in such  
a court has been brought in an inconvenient forum.                              

          11.11  Waiver of Jury Trial.  EACH OF THE BORROWERS, THE
AGENT, THE SWINGLINE BANK AND THE BANKS HEREBY IRREVOCABLY WAIVES, TO THE       
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY  
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE     
TRANSACTIONS CONTEMPLATED HEREBY.                                               

             11.12  Confidentiality.  Each Bank and the Agent agrees (on
behalf of itself and each of its directors, officers and employees) to use (and 
to cause its affiliates and representatives to use) reasonable precautions to   
keep confidential, in accordance with customary procedures for handling         
confidential information of this nature and in accordance with safe and sound   
banking practices, any non-public information supplied to it by each Borrower   
pursuant to this Agreement which is identified by the Company as being          
confidential at the time the same is delivered to the Banks or the Agent,       
provided that nothing herein shall limit the disclosure of any such information 
(i) to the extent required by statute, rule, regulation or judicial process, or 
after such information shall have become public (other than through a violation 
of this Section 11.12), (ii) to counsel for any of the Banks or the Agent,      
(iii) to bank examiners and regulators, auditors, accountants or other          
professional advisors, (iv) to the                                              

Credit Agreement  

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Agent or any other Bank, (v) in connection with any litigation to which any one 
or more of the Banks is a party or (vi) to any assignee or participant (or      
prospective assignee or participant) so long as such assignee or participant    
(or prospective assignee or participant) first executes and delivers to the     
respective Bank and each Borrower a Confidentiality Agreement in substantially  
the form of Exhibit F hereto; and provided finally that in no event shall any   
Bank or the Agent be obligated or required to return any materials furnished by 
each Borrower.  The obligations of each Bank under this Section 11.12 shall     
supplement (and shall not supersede and replace) the obligations of such Bank   
under the confidentiality letter in respect of this financing (x) initially     
signed and delivered by such Bank to the Company prior to the date hereof or    
(y) signed and delivered by any prospective assignee to the assignor Bank and   
the Company on or after the date of this Agreement.                             

                11.13  Commitments under Existing Credit Agreement.  Each Bank
and each Obligor hereby agree that as of the date of this Agreement, the        
aggregate amount of the commitments (whether or not utilized) under the         
Existing Credit Agreement shall be reduced to $500,000,000 in the aggregate and 
such reduction shall be effected pro rata among the Banks.                      

Credit Agreement  

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         IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.       

                  FIRST FINANCIAL MANAGEMENT
       CORPORATION

By      
                         -----------------------------
                         Title:  Senior Executive Vice
                                          President, Chief
                                           Financial Officer

            Address for Notices:

                  First Financial Management
       Corporation
          3 Corporate Square
 Suite 700
              Atlanta, Georgia 30329

                    Telecopier No.: 404-634-6352

                    Telephone No.:  404-321-0120

                           Attention:  Chief Financial Officer

            FIRST FINANCIAL BANK

By      
                        ----------------------------
                            Title:  Executive Vice President

            Address for Notices:

            First Financial Bank
                     3 Corporate Square, Suite 700
               Atlanta, Georgia  30329

                     Telecopier No.:  404-636-7632

                     Telephone No.:   404-321-2264

                   Attention:  General Counsel

Credit Agreement  

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 THE BANKS
 ---------

Commitment                          THE CHASE MANHATTAN BANK                    
----------                            (NATIONAL ASSOCIATION)                    
$50,000,000                                                                     

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

            Address for Notices:
           -------------------

                The Chase Manhattan Bank
                      (National Association)
               1 Chase Manhattan Plaza
   Fifth Floor
                 New York, New York  10081

                 Telecopier:  212-552-7879

                Telephone:  212-552-5574

               Attention:  Donna Brown

      Lending Office
      for all Loans:
     -------------

                The Chase Manhattan Bank
                      (National Association)
               1 Chase Manhattan Plaza
                 New York, New York  10081

Credit Agreement  

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Commitment                                     WACHOVIA BANK OF GEORGIA, N.A.   
----------                                                                      
$47,500,000                                                                     

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

                                  Address for Notices:
                                 -------------------

                                            Wachovia Bank of Georgia, N.A.
                                        191 Peachtree Street, N.E.
                        29th Floor
                       M.C. 3940
                                          Atlanta, Georgia  30303-1757

                                       Telecopier:  404-332-5016

                                      Telephone:  404-332-6878

                                    Attention:  Gay Buxton

                            Lending Office
                            for all Loans:
                           -------------

                                            Wachovia Bank of Georgia, N.A.
                                        191 Peachtree Street, N.E.
                        29th Floor
                                          Atlanta, Georgia  30303-1757

Credit Agreement  

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Commitment                                     NATIONSBANK OF GEORGIA, N.A.     
----------                                                                      
$45,000,000                                                                     

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

                                  Address for Notices:
                                 -------------------

                                          NationsBank of Georgia, N.A.
                                        600 Peachtree Street, N.E.
                        21st Floor
                                     Atlanta, Georgia  30308

                                       Telecopier:  404-607-6467

                                      Telephone:  404-607-5524

                                             Attention:  Douglas E. Coltharp

                            Lending Office
                            for all Loans:
                           -------------

                                          NationsBank of Georgia, N.A.
                                        600 Peachtree Street, N.E.
                        21st Floor
                                     Atlanta, Georgia  30308

Credit Agreement  

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Commitment                                     THE BANK OF TOKYO, LTD.,         
----------                                       ATLANTA AGENCY                 
$35,000,000                                                                     

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

                                  Address for Notices:
                                 -------------------

                                      The Bank of Tokyo, Ltd.,
                                Atlanta Agency
                                        133 Peachtree Street, N.E.
                        Suite 5050
                                     Atlanta, Georgia  30303

                                       Telecopier:  404-577-1155

                                      Telephone:  404-577-2960

                                      Attention:  Gary England

                            Lending Office
                            for all Loans:
                           -------------

                                      The Bank of Tokyo, Ltd.,
                                Atlanta Agency
                                        133 Peachtree Street, N.E.
                        Suite 5050
                                     Atlanta, Georgia  30303

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Commitment                                  THE INDUSTRIAL BANK OF JAPAN,       
----------                                    LIMITED, ATLANTA AGENCY           
$35,000,000                                                                     

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

                            Address for Notices:
                           -------------------

                                     The Industrial Bank of Japan,
                                   Limited, Atlanta Agency
                                      One Ninety One Peachtree Tower
                                  191 Peachtree Street, N.E.
                  Suite 3600
                               Atlanta, Georgia  30303

                                 Telecopier:  404-524-8509

                                Telephone:  404-420-3326

                                 Attention:  Chip McCollum

                      Lending Office
                      for all Loans:
                     -------------

                                     The Industrial Bank of Japan,
                                   Limited, Atlanta Agency
                                      One Ninety One Peachtree Tower
                                  191 Peachtree Street, N.E.
                  Suite 3600
                               Atlanta, Georgia  30303

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Commitment                                   THE BANK OF NEW YORK               
----------                                                                      
$32,500,000                                                                     

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

                              Address for Notices:
                             -------------------

                              The Bank of New York
                       1 Wall Street
                    22nd Floor
                                   New York, New York  10286

                                   Telecopier:  212-635-6434

                                  Telephone:  212-635-6898

                                       Attention:  Gregory L. Batson

                        Lending Office
                        for all Loans:
                       -------------

                              The Bank of New York
                       1 Wall Street
                                   New York, New York  10286

Credit Agreement  

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                                        THE LONG-TERM CREDIT BANK OF
                              JAPAN, LIMITED
Commitment                                                                      
----------                                                                      
$32,500,000                                                                     

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

                                Address for Notices:
                               -------------------

                                        The Long-Term Credit Bank of
                              Japan, Limited
                                             245 Peachtree Center Avenue, N.E.
                                         Suite 2801, Marquis One Tower
                                   Atlanta, Georgia  30303

                                     Telecopier:  404-658-9751

                                    Telephone:  404-659-7210

                                 Attention:  Tom Meyer

                    Copy to:
                   -------

                                        The Long-Term Credit Bank of
                              Japan, Limited
                        165 Broadway
                                    New York, New York 10006

                                       Attention:  Kathleen Dorsch

                                     Telecopier:  212-608-2371

                                    Telephone:  212-335-4578

                          Lending Office
                          for all Loans:
                         -------------

                                        The Long-Term Credit Bank of
                              Japan, Limited
                        165 Broadway
                                    New York, New York 10006

Credit Agreement  

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Commitment                                 THE DAI-ICHI KANGYO BANK, LIMITED    
----------                                   ATLANTA AGENCY                     
$30,000,000                                                                     

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

                          Address for Notices:
                         -------------------

                                       The Dai-Ichi Kangyo Bank, Limited
                        Atlanta Agency
                       Marquis Two Tower
                Suite 2400
                             Atlanta, Georgia  30303

                               Telecopier:  404-581-9657

                              Telephone:  404-581-0200

                                Attention:  Guenter Kittel

                    Lending Office
                    for all Loans:
                   -------------

                                       The Dai-Ichi Kangyo Bank, Limited
                        Atlanta Agency
                       Marquis Two Tower
                Suite 2400
                             Atlanta, Georgia  30303

Credit Agreement  

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                                                COMMERZBANK AKTIENGESELLSCHAFT
                                    ATLANTA AGENCY
Commitment                                                                      
----------                                                                      
$27,500,000                                                                     

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

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

                                      Address for Notices:
                                     -------------------
                                                Commerzbank Aktiengesellschaft
                                    Atlanta Agency
                               Promenade Two
                            Suite 3500
                                       1230 Peachtree Street
                                         Atlanta, Georgia  30309

                                           Telecopier:  404-888-6539

                                          Telephone:  404-888-6500

                                               Attention:  Andreas K. Bremer

                                Lending Office
                                for all Loans:
                               -------------
                                                Commerzbank Aktiengesellschaft
                                    Atlanta Agency
                               Promenade Two
                            Suite 3500
                                       1230 Peachtree Street
                                         Atlanta, Georgia  30309

Credit Agreement  

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Commitment                                   BANK OF AMERICA ILLINOIS           
----------                                                                      
$25,000,000                                                                     

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

                              Address for Notices:
                             -------------------

                                  Bank of America Illinois
                              950 East Paces Ferry
                    Suite 3375
                                 Atlanta, Georgia  30326

                                   Telecopier:  404-364-3303

                                  Telephone:  404-262-6112

                                    Attention:  Wayne H. Riess

                        Lending Office
                        for all Loans:
                       -------------

                                  Bank of America Illinois
                           231 South LaSalle
                     Suite 200-9
                                  Chicago, Illinois  60697

Credit Agreement  

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Commitment                                 BANK OF MONTREAL                     
----------                                                                      
$25,000,000                                                                     

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

                          Address for Notices:
                         -------------------

                      Bank of Montreal
                     430 Park Avenue
                               New York, New York  10022

                               Telecopier:  212-605-1454

                              Telephone:  212-605-1431

                             Attention:  Jack Darrow

                     with a copy to:

                      Bank of Montreal
                     430 Park Avenue
                               New York, New York  10022

                               Telecopier:  212-605-1525

                              Telephone:  212-605-1458

                             Attention:  Neelam Dass

                    Lending Office
                    for all Loans:
                   -------------

                      Bank of Montreal
                     430 Park Avenue
                               New York, New York  10022

Credit Agreement  

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Commitment                                    ABN AMRO BANK N.V.                
----------                                                                      
$15,000,000                                                                     

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

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

                                Address for Notices:
                               -------------------

                              ABN AMRO Bank N.V.
                             One Ravinia Drive
                      Suite 1200
                                   Atlanta, Georgia  30342

                                     Telecopier:  404-395-9188

                                    Telephone:  404-399-7373

                                       Attention:  Bruce W. Swords

                          Lending Office
                          for all Loans:
                         -------------

                              ABN AMRO Bank N.V.
                             One Ravinia Drive
                      Suite 1200
                                   Atlanta, Georgia  30346

Credit Agreement  

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Commitment                                   THE BANK OF NOVA SCOTIA            
----------                                                                      
$15,000,000                                                                     

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

                              Address for Notices:
                             -------------------

                                 The Bank of Nova Scotia
                                    600 Peachtree Street, N.E.
                    Suite 2700
                                 Atlanta, Georgia  30308

                                   Telecopier:  404-888-8998

                                  Telephone:  404-877-1504

                                        Attention:  William E. Zarrett

                        Lending Office
                        for all Loans:
                       -------------

                                 The Bank of Nova Scotia
                                    600 Peachtree Street, N.E.
                    Suite 2700
                                 Atlanta, Georgia  30308

Credit Agreement  

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Commitment                                     CREDIT LYONNAIS CAYMAN ISLAND    
----------                                       BRANCH                         
$15,000,000                                                                     

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

                                  Address for Notices:
                                 -------------------

                                           Credit Lyonnais Cayman Island
                        Branch
                                        235 Peachtree Street, N.E.
                        Suite 1700
                                     Atlanta, Georgia  30303

                                       Telecopier:  404-584-5249

                                      Telephone:  404-524-3700

                                      Attention:  Pascal Seris

                            Lending Office
                            for all Loans:
                           -------------

                                           Credit Lyonnais Cayman Island
                        Branch
                                        235 Peachtree Street, N.E.
                        Suite 1700
                                     Atlanta, Georgia  30303

Credit Agreement  

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Commitment                                 CREDITANSTALT CORPORATE FINANCE,     
----------                                   INC.                               
$15,000,000                                                                     

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

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

                          Address for Notices:
                         -------------------

                                      Creditanstalt Corporate Finance,
              Inc.
                       Two Ravinia Drive
                Suite 1680
                             Atlanta, Georgia  30346

                               Telecopier:  404-390-1851

                              Telephone:  404-390-1850

                                Attention:  R. Scott Newth

                    Lending Office
                    for all Loans:
                   -------------

                                      Creditanstalt Corporate Finance,
              Inc.
                     245 Park Avenue
                27th Floor
                               New York, New York  10167

Credit Agreement  

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Commitment                                   THE DAIWA BANK, LIMITED            
----------                                                                      
$15,000,000                                                                     

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

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

                              Address for Notices:
                             -------------------

                                 The Daiwa Bank, Limited
                              75 Rockefeller Plaza
                                   New York, New York  10019

                                   Telecopier:  212-554-7152

                                  Telephone:  212-554-7053

                                 Attention:  Joel Limjap

                        Lending Office
                        for all Loans:
                       -------------

                                 The Daiwa Bank, Limited
                              75 Rockefeller Plaza
                                   New York, New York  10019

Credit Agreement  

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Commitment                                 THE FIRST NATIONAL BANK OF BOSTON    
----------                                                                      
$15,000,000                                                                     

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

                          Address for Notices:
                         -------------------

                                       The First National Bank of Boston
                        100 Federal Street
                MS01-08-04
                       Boston, MA  02110

                               Telecopier:  617-434-0819

                              Telephone:  617-434-7824

                                Attention:  Jay L. Massimo

                    Lending Office
                    for all Loans:
                   -------------

                                       The First National Bank of Boston
                         100 Rust Craft Road
                            Admin. 50 MS 74-02-04I
                       Dedham, MA  02026

Credit Agreement  

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Commitment                                BANK SOUTH, N.A.                      
----------                                                                      
$12,500,000                                                                     

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

                        Address for Notices:
                       -------------------

                    Bank South, N.A.
                 P.O. Box 4387
                Mail Code 71
                           Atlanta, Georgia  30302

                             Telecopier:  404-521-7309

                            Telephone:  404-529-4273

                                 Attention:  William W. Tucker

                  Lending Office
                  for all Loans:
                 -------------

                    Bank South, N.A.
                 P.O. Box 4387
                Mail Code 71
                           Atlanta, Georgia  30302

Credit Agreement  

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Commitment                                     FIRST UNION NATIONAL BANK        
----------                                       OF GEORGIA                     
$12,500,000                                                                     

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

                                  Address for Notices:
                                 -------------------

                                       First Union National Bank
                            of Georgia
                                        999 Peachtree Street, N.E.
                                     Atlanta, Georgia  30305

                                       Telecopier:  404-225-4255

                                      Telephone:  404-827-7343

                                             Attention:  Katherine K. Decker

                            Lending Office
                            for all Loans:
                           -------------

                                       First Union National Bank
                            of Georgia
                                        999 Peachtree Street, N.E.
                                     Atlanta, Georgia  30305

Credit Agreement  

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          THE SWINGLINE BANK

                THE CHASE MANHATTAN BANK
                  (NATIONAL ASSOCIATION)

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

            Address for Notices:

                The Chase Manhattan Bank
                  (National Association)
               1 Chase Manhattan Plaza
   Fifth Floor
                 New York, New York  10081

                Telecopier: 212-552-7879

                Telephone:  212-552-5574

              Attention: Donna Brown

                           Lending Office for Swingline Loans:

                The Chase Manhattan Bank
                  (National Association)
               1 Chase Manhattan Plaza
                 New York, New York  10081

Credit Agreement  

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 THE AGENT

                THE CHASE MANHATTAN BANK
                   (NATIONAL ASSOCIATION),
    as Agent

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

            Address for Notices:

                The Chase Manhattan Bank
                  (National Association)
as Agent
          4 Metrotech Center
  13th Floor
                 Brooklyn, New York  11245

                 Telecopier:  718-242-6910

                 Telephone:   718-242-7979

                   Attention:  New York Agency

Credit Agreement  

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                                                                      SCHEDULE I

CREDIT AGREEMENTS 

[TO BE SUPPLIED BY THE COMPANY] 

Schedule I to Credit Agreement  

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                                                                     SCHEDULE II

ENVIRONMENTAL MATTERS 

[TO BE SUPPLIED BY THE COMPANY] 

Schedule II to Credit Agreement 

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                                                                    SCHEDULE III

SUBSIDIARIES AND INVESTMENTS

[TO BE SUPPLIED BY THE COMPANY] 

Schedule III to Credit Agreement  

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                                                                     SCHEDULE IV

LITIGATION AND APPROVALS

[TO BE SUPPLIED BY THE COMPANY] 

Schedule IV to Credit Agreement 

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                                                                      SCHEDULE V

LIENS 

[TO BE SUPPLIED BY THE COMPANY] 

Schedule V to Credit Agreement  

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                                                                     EXHIBIT A-1

[FORM OF NOTE FOR SYNDICATED LOANS] 

PROMISSORY NOTE 

$____________                                                        May 2, 1995
                                                              New York, New York

               FOR VALUE RECEIVED, FIRST FINANCIAL MANAGEMENT CORPORATION, a
Georgia corporation (the "Company"), hereby promises to pay to                  
_______________________________ (the "Bank"), for account of its respective     
Applicable Lending Offices provided for by the Credit Agreement referred to     
below, at the principal office of The Chase Manhattan Bank (National            
Association) at 1 Chase Manhattan Plaza, New York, New York 10081, the          
principal sum of _______________ DOLLARS (or such lesser amount as shall equal  
the aggregate unpaid principal amount of the Syndicated Loans made by the Bank  
to the Company under the Credit Agreement), in lawful money of the United       
States of America and in immediately available funds, on the dates and in the   
principal amounts provided in the Credit Agreement, and to pay interest on the  
unpaid principal amount of each such Syndicated Loan, at such office, in like   
money and funds, for the period commencing on the date of such Syndicated Loan  
until such Syndicated Loan shall be paid in full, at the rates per annum and on 
the dates provided in the Credit Agreement.                                     

                The date, amount, type, interest rate and duration of Interest
Period (if applicable) of each Syndicated Loan made by the Bank to the Company, 
and each payment made on account of the principal thereof, shall be recorded by 
the Bank on its books and, prior to any transfer of this Note, endorsed by the  
Bank on the schedule attached hereto or any continuation thereof.               

            This Note is one of the Notes referred to in the Revolving
Credit Agreement dated as of May 2, 1995 (as modified and supplemented and in   
effect from time to time, the "Credit Agreement"), between the Company, the     
banks named therein (including the Bank) and The Chase Manhattan Bank (National 
Association), as Agent, evidences Syndicated Loans made by the Bank thereunder  
and is subject to the provisions thereof.  Capitalized terms used in this Note  
have the respective meanings assigned to them in the Credit Agreement.          

           The Credit Agreement provides for the acceleration of the
maturity of this Note upon the occurrence of certain events and for prepayments 
of Syndicated Loans upon the terms and conditions specified therein.            

Syndicated Loan Note  

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                Except as permitted by Sections 5.01(e), 11.06(b) and 11.06(e)
of the Credit Agreement, this Note may not be assigned by the Bank to any other 
Person.  This Note is not a "negotiable instrument" within the meaning given to 
such term in Article 3 of the Uniform Commercial Code of the State of New York  
as in effect on the date of the Credit Agreement.                               

             This Note shall be governed by, and construed in accordance
with, the law of the State of New York.                                         

                                            FIRST FINANCIAL MANAGEMENT
                                             CORPORATION

                                          By______________________
                            Title:

Syndicated Loan Note  

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SCHEDULE OF LOANS 

     This Note evidences Syndicated Loans made under the
within-described Credit Agreement to the Company, on the dates, in the          
principal amounts, of the types, bearing interest at the rates and having       
Interest Periods (if applicable) of the duration set forth below, subject to    
the payments, prepayments, Continuations and Conversions of principal set forth 
below:                                                                          

                                                                [Download Table]

                                                   Amount                      
  Date                                              Paid,                      
  Made,     Principal                 Duration     Prepaid,                    
Continued    Amount   Type               of       Continued   Unpaid           
   or         of       of   Interest  Interest        or     Principal Notation
Converted    Loan     Loan    Rate     Period     Converted   Amount    Made By
---------   --------  ----  --------  --------    ---------  ---------  -------
                                                                               

Syndicated Loan Note  

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                                                                     EXHIBIT A-2

[FORM OF NOTE FOR MONEY MARKET LOANS] 

PROMISSORY NOTE 

                                                                     May 2, 1995
                                                              New York, New York

               FOR VALUE RECEIVED, FIRST FINANCIAL MANAGEMENT CORPORATION, a
Georgia corporation (the "Company"), hereby promises to pay to________________  
_______________________________ (the "Bank"), for account of its respective     
Applicable Lending Offices provided for by the Credit Agreement referred to     
below, at the principal office of The Chase Manhattan Bank (National            
Association) at 1 Chase Manhattan Plaza, New York, New York 10081, the          
aggregate unpaid principal amount of the Money Market Loans made by the Bank to 
the Company under the Credit Agreement, in lawful money of the United States of 
America and in immediately available funds, on the dates and in the principal   
amounts provided in the Credit Agreement, and to pay interest on the unpaid     
principal amount of each such Money Market Loan, at such office, in like money  
and funds, for the period commencing on the date of such Money Market Loan      
until such Money Market Loan shall be paid in full, at the rates per annum and  
on the dates provided in the Credit Agreement.                                  

            The date, amount, type, interest rate and maturity date of
each Money Market Loan made by the Bank to the Company, and each payment made   
on account of the principal thereof, shall be recorded by the Bank on its books 
and, prior to any transfer of this Note, endorsed by the Bank on the schedule   
attached hereto or any continuation thereof.                                    

            This Note is one of the Notes referred to in the Revolving
Credit Agreement dated as of May 2, 1995 (as modified and supplemented and in   
effect from time to time, the "Credit Agreement"), between the Company, the     
banks named therein (including the Bank) and The Chase Manhattan Bank (National 
Association), as Agent, and evidences Money Market Loans made by the Bank       
thereunder and is subject to the provisions thereof.  Capitalized terms used in 
this Note have the respective meanings assigned to them in the Credit           
Agreement.                                                                      

           The Credit Agreement provides for the acceleration of the
maturity of this Note upon the occurrence of certain events and for prepayments 
of Money Market Loans upon the terms and conditions specified therein.          

Money Market Note 

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                Except as permitted by Sections 5.01(e), 11.06(b) and 11.06(e)
of the Credit Agreement, this Note may not be assigned by the Bank to any other 
Person.  This Note is not a "negotiable instrument" within the meaning given to 
such term in Article 3 of the Uniform Commercial Code of the State of New York  
as in effect on the date of the Credit Agreement.                               

             This Note shall be governed by, and construed in accordance
with, the law of the State of New York.                                         

                                                FIRST FINANCIAL MANAGEMENT
                                     CORPORATION

                                              By______________________
                                Title:

Money Market Note 

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SCHEDULE OF LOANS 

       This Note evidences Money Market Loans made under the
within-described Credit Agreement to the Company, on the dates, in the          
principal amounts, of the types, bearing interest at the rates and maturing on  
the dates set forth below, subject to the payments and prepayments of principal 
set forth below:                                                                

                                                                [Download Table]


      Principal                                                       
Date  Amount    Type           Maturity  Amount     Unpaid            
of    of        of   Interest  Date of   Paid or   Principal  Notation
Loan  Loan      Loan   Rate    Loan      Prepaid    Amount    Made By 
----  --------- ---- -------- ---------- -------   ---------  ------- 
                                                                      


Money Market Note 

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                                                                     EXHIBIT A-3

[FORM OF SWINGLINE NOTE]

PROMISSORY NOTE 

                                                                     May 2, 1995
                                                              New York, New York

             FOR VALUE RECEIVED, FIRST FINANCIAL BANK, a Georgia banking
corporation (the "Company"), hereby promises to pay to THE CHASE MANHATTAN BANK 
(NATIONAL ASSOCIATION) (the "Swingline Bank"), for account of its respective    
Applicable Lending Offices provided for by the Credit Agreement referred to     
below, at the principal office of The Chase Manhattan Bank (National            
Association) at 1 Chase Manhattan Plaza, New York, New York 10081, the          
aggregate unpaid principal amount of the Swingline Loans made to the Company    
under the Credit Agreement, in lawful money of the United States of America and 
in immediately available funds, on the dates and in the principal amounts       
provided in the Credit Agreement, and to pay interest on the unpaid principal   
amount of each such Swingline Loan, at such office, in like money and funds,    
for the period commencing on the date of such Swingline Loan until such         
Swingline Loan shall be paid in full, at the rates per annum and on the dates   
provided in the Credit Agreement.                                               

                The date, amount and interest rate of each Swingline Loan made
to the Company, and each payment made on account of the principal thereof,      
shall be recorded by the Swingline Bank on its books and, prior to any transfer 
of this Note, endorsed by the Swingline Bank on the schedule attached hereto or 
any continuation thereof.                                                       

            This Note is one of the Notes referred to in the Revolving
Credit Agreement dated as of May 2, 1995 (as modified and supplemented and in   
effect from time to time, the "Credit Agreement"), between the Company, the     
banks named therein (including the Swingline Bank) and The Chase Manhattan Bank 
(National Association), as Agent, evidences Swingline Loans made thereunder and 
is subject to the provisions thereof.  Capitalized terms used in this Note have 
the respective meanings assigned to them in the Credit Agreement.               

           The Credit Agreement provides for the acceleration of the
maturity of this Note upon the occurrence of certain events.                    

              Except as permitted by Sections 11.06(e) and 11.06(g) of the
Credit Agreement, this Note may not be assigned by the Swingline Bank to any    
other Person.  This Note is not a                                               

Swingline Note  

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"negotiable instrument" within the meaning given to such term in Article 3 of   
the Uniform Commercial Code of the State of New York as in effect on the date   
of the Credit Agreement.                                                        

             This Note shall be governed by, and construed in accordance
with, the law of the State of New York.                                         

                                          FIRST FINANCIAL BANK

                                              By______________________
                                Title:

Swingline Note  

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SCHEDULE OF LOANS 

    This Note evidences Swingline Loans made under the
within-described Credit Agreement to the Company, on the dates, in the          
principal amounts, bearing interest at the rates set forth below, subject to    
the payments and prepayments of principal set forth below:                      

                                                                [Download Table]

      Principal                                        
Date  Amount               Amount   Unpaid             
of    of         Interest  Paid or  Principal  Notation
Loan  Loan       Rate      Prepaid  Amount     Made By 
----  ---------  --------  -------  ---------  --------
                                                       


Swingline Note  

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                                                                       EXHIBIT B

[FORM OF COMPANY GUARANTEE] 

COMPANY GUARANTEE 

         COMPANY GUARANTEE dated as of May 2, 1995 between FIRST
FINANCIAL MANAGEMENT CORPORATION, a Georgia corporation, (together with its     
successors and assigns, the "Guarantor") and THE CHASE MANHATTAN BANK (NATIONAL 
ASSOCIATION), as agent for the banks party to the Credit Agreement referred to  
below (in such capacity, together with its successors in such capacity, the     
"Agent").                                                                       

        The Guarantor, First Financial Bank, a Georgia banking
corporation ("FFB" and together with the Guarantor, the "Borrowers"), certain   
banks (including the Swingline Bank) and the Agent are parties to a Revolving   
Credit Agreement dated as of May 2, 1995 (as modified and supplemented and in   
effect from time to time, the "Credit Agreement"), providing, subject to the    
terms and conditions thereof, for extensions of credit to be made by said banks 
to the Borrowers in an aggregate principal amount not exceeding $500,000,000 at 
any one time outstanding.                                                       

                To induce said banks to enter into the Credit Agreement and to
extend credit thereunder, and for other good and valuable consideration, the    
receipt and sufficiency of which are hereby acknowledged, the Guarantor has     
agreed (to the extent hereinafter provided) to guarantee the Guaranteed         
Obligations (as hereinafter defined).  Accordingly, the parties hereto agree as 
follows:                                                                        

       Section 1.  Definitions.  Terms defined in the Credit
Agreement are used herein as defined therein.                                   

Section 2. The Guarantee.                     

2.01  Guarantee.                              

             (a)  The Guarantor hereby guarantees to the Swingline Bank,
the Agent and each Bank (to the extent that it is a participant in any          
Swingline Loan pursuant to Section 2.02(b) of the Credit Agreement) and their   
respective successors and assigns the prompt payment in full when due (whether  
at stated maturity, by acceleration, by mandatory or optional prepayment or     
otherwise) of the principal of and interest on the Swingline Loans made by the  
Swingline Bank to, and the Swingline Note held by the Swingline Bank of, FFB    
and all other amounts from time to time owing to the Swingline Bank or the      
Agent by FFB under the Credit Agreement, the Swingline Note and each other      
Basic                                                                           

Company Guarantee 

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Document, in each case, strictly in accordance with the terms thereof (such     
obligations being herein collectively called the "Guaranteed Obligations").     

            (b)  The Guarantor hereby further agrees that if FFB shall
fail to pay in full when due (whether at stated maturity, by acceleration, by   
mandatory or optional prepayment or otherwise) any of the Guaranteed            
Obligations, the Guarantor will promptly pay the same, without any demand or    
notice whatsoever, and that in the case of any extension of time of payment or  
renewal of any of the Guaranteed Obligations, the same will be promptly paid in 
full when due (whether at extended maturity, by acceleration, by mandatory or   
optional prepayment or otherwise) in accordance with the terms of such          
extension or renewal.                                                           

              (c)  All payments required to be made by the Guarantor under
this Agreement shall be made without deduction, set-off or counterclaim.        

          2.02  Obligations Unconditional.  The obligations of the
Guarantor under Section 2.01 hereof are absolute and unconditional,             
irrespective of the value, genuineness, validity, regularity or enforceability  
of the obligations of FFB under the Credit Agreement, the Swingline Note, any   
other Basic Document or any other agreement or instrument referred to herein or 
therein, or any substitution, release or exchange of any other guarantee of or  
security for any of the Guaranteed Obligations, and, to the fullest extent      
permitted by applicable law, irrespective of any other circumstance whatsoever  
which might otherwise constitute a legal or equitable discharge or defense of a 
surety or guarantor, it being the intent of this Section 2.02 that the          
obligations of the Guarantor hereunder shall be absolute and unconditional      
under any and all circumstances.  Without limiting the generality of the        
foregoing, it is agreed that the occurrence of any one or more of the following 
shall not affect the liability of the Guarantor hereunder:                      

               (i)   at any time or from time to time, without notice to, or
consent of, the Guarantor, the time for any performance of or 
      compliance with any of the Guaranteed Obligations shall be extended,
or such performance or compliance shall be waived;            

             (ii)  any of the acts mentioned in any of the provisions of
        the Credit Agreement or the Swingline Note or any other Basic Document
    or any other agreement or instrument referred to herein or therein
shall be done or omitted;                                     

Company Guarantee 

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            (iii)    the maturity of any of the Guaranteed Obligations
     shall be accelerated, or any of the Guaranteed Obligations shall be
      modified, supplemented or amended in any respect, or any right under
        the Credit Agreement or the Swingline Note or any other Basic Document
    or any other agreement or instrument referred to herein or therein
 shall be waived or any other guarantee of any of the Guaranteed
        Obligations or any security therefor shall be released or exchanged in
whole or in part or otherwise dealt with;                     

                (iv)     any lien or security interest granted to, or in favor
of, the Agent or the Swingline Bank as security for any of the
Guaranteed Obligations shall fail to be perfected;            

                (v)      any of the Guaranteed Obligations shall be determined
      to be void or voidable or shall be subordinated to the claims of any
Person; or                                                    

                (vi)     the occurrence of any Event of Default referred to in
  clause (f), (g) or (h) of Section 9 of the Credit Agreement with
respect to FFB.                                               

With respect to its obligations hereunder, the Guarantor hereby expressly       
waives diligence, presentment, demand of payment, protest and all notices       
whatsoever, and any requirement that the Agent or the Swingline Bank exhaust    
any right, power or remedy or proceed against FFB under the Credit Agreement,   
the Swingline Note, any other Basic Document or any other agreement or          
instrument referred to herein or therein, or against any other Person under any 
other guarantee of, or security for, any of the Guaranteed Obligations.         

           2.03     Reinstatement.  The obligations of the Guarantor
under this Section 2 shall be automatically reinstated if and to the extent     
that for any reason any payment by or on behalf of FFB in respect of the        
Guaranteed Obligations is rescinded or must be otherwise restored by any holder 
of any of the Guaranteed Obligations, whether as a result of any proceedings in 
bankruptcy or reorganization or otherwise, and the Guarantor agrees that it     
will indemnify the Agent and the Swingline Bank on demand for all reasonable    
costs and expenses (including, without limitation, fees and disbursements of    
counsel) incurred by the Agent or such Swingline Bank in connection with the    
rescission or restoration.                                                      

               2.04     Subrogation.  The Guarantor hereby waives all rights
of subrogation or contribution, whether arising by contract or operation of law 
(including, without limitation, any                                             

Company Guarantee 

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such right arising under the Federal Bankruptcy Code) or otherwise by reason of 
any payment by it pursuant to the provisions of this Section 2 and further      
agrees with FFB for the benefit of each of its creditors (including, without    
limitation, the Swingline Bank and the Agent) that any such payment by it shall 
constitute a contribution of capital by the Guarantor to FFB.                   

            2.05  Remedies.  The Guarantor agrees that, as between the
Guarantor on the one hand and the Agent and the Swingline Bank on the other     
hand, the obligations of FFB under the Credit Agreement and the Swingline Note  
may be declared to be forthwith due and payable as provided in Section 9 of the 
Credit Agreement (and shall be deemed to have become automatically due and      
payable in the circumstances provided in said Section 9) for purposes of        
Section 2.01 hereof notwithstanding any stay, injunction or other prohibition   
preventing such declaration (or such Guaranteed Obligations from becoming       
automatically due and payable) as against FFB and that, in the event of such    
declaration (or such Guaranteed Obligations being deemed to have become         
automatically due and payable), such Guaranteed Obligations (whether or not due 
and payable by FFB) shall forthwith become due and payable by the Guarantor for 
purposes of said Section 2.01.                                                  

              2.06  Continuing Guarantee.  The guarantee in this Section 2
is a continuing guarantee, and shall apply to all Guaranteed Obligations        
whenever arising.                                                               

Section 3.  Miscellaneous.                    

              3.01  No Waiver.  No failure on the part of the Agent or any
of its agents to exercise, and no course of dealing with respect to, and no     
delay in exercising, any right, power or remedy hereunder shall operate as a    
waiver thereof; nor shall any single or partial exercise by the Agent or any of 
its agents of any right, power or remedy hereunder preclude any other or        
further exercise thereof or the exercise of any other right, power or remedy.   
The remedies herein are cumulative and are not exclusive of any remedies        
provided by law.                                                                

             3.02  Governing Law; Submission to Jurisdiction; Etc.  This
Agreement shall be governed by, and construed in accordance with, the law of    
the State of New York.  The Guarantor hereby submits to the nonexclusive        
jurisdiction of the United States District Court for the Southern District of   
New York and of any New York state court sitting in New York County for the     
purposes of all legal proceedings arising out of or relating to this Agreement  
or the transactions contemplated hereby.  The Guarantor                         

Company Guarantee 

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irrevocably waives, to the fullest extent permitted by applicable law, any      
objection which it may now or hereafter have to the laying of the venue of any  
such proceeding brought in such a court and any claim that any such proceeding  
brought in such a court has been brought in an inconvenient forum.              

            3.03  Waiver of Jury Trial.  EACH OF THE GUARANTOR AND THE
AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE  
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF  
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.          

              3.04   Notices.  All notices, requests, consents and demands
hereunder shall be in writing and telecopied or delivered to the intended       
recipient at its or their address specified beneath its or their signature      
hereto or, at such other address as shall be designated by either party in a    
notice to the other party, and shall be deemed to have been given when          
transmitted by telecopier or personally delivered or, in the case of a mailed   
notice, seven Business Days after the date deposited in the mails, postage      
prepaid, in each case given or addressed as aforesaid.                          

         3.05  Waivers, Etc.  The terms of this Agreement may be
waived, altered or amended only by an instrument in writing duly executed by    
the Guarantor and the Agent (with the consent of the Banks as specified in      
Section 10.09 of the Credit Agreement).  Any such amendment or waiver shall be  
binding upon the Agent and the Swingline Bank, each holder of any of the        
Guaranteed Obligations and the Guarantor.                                       

                3.06  Successors and Assigns.  This Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the   
Guarantor, the Agent, the Swingline Bank and each holder of any of the          
Guaranteed Obligations (provided that, except in a transaction expressly        
permitted by Section 8.05 of the Credit Agreement, the Guarantor shall not      
assign or transfer its rights hereunder without the prior consent of the Agent  
and the Swingline Bank).                                                        

            3.07  Counterparts.  This Agreement may be executed in any
number of counterparts, all of which together shall constitute one and the same 
instrument and any of the parties hereto may execute this Agreement by signing  
any such counterpart.                                                           

             3.08  Severability.  If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest                         

Company Guarantee 

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extent permitted by law, (a) the other provisions hereof shall remain in full   
force and effect in such jurisdiction and shall be liberally construed in favor 
of the Agent and the Swingline Bank in order to carry out the intentions of the 
parties hereto as nearly as may be possible and (b) the invalidity or           
unenforceability of any provision hereof in any jurisdiction shall not affect   
the validity or enforceability of such provision in any other jurisdiction.     

Company Guarantee 

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         IN WITNESS WHEREOF, the parties hereto have caused this
Guarantee to be duly executed as of the day and year first above                
written.                                                                        

                          FIRST FINANCIAL MANAGEMENT
               CORPORATION

                               By_____________________________
          Title:

                    Address for Notices:

                          First Financial Management
               Corporation
                  3 Corporate Square
         Suite 700
                      Atlanta, Georgia 30329

                            Telecopier No.: 404-634-6352

                            Telephone No.:  404-321-0120

                                   Attention:  Chief Financial Officer

Company Guarantee 

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                    THE CHASE MANHATTAN BANK
                       (NATIONAL ASSOCIATION),
        as Agent

                           By_____________________________
      Title:

                Address for Notices:

                    The Chase Manhattan Bank
                       (National Association),
        as Agent
              4 Metrotech Center
      13th Floor
                     Brooklyn, New York  11245

                         Telecopier No.:  718-242-6910

                         Telephone No.:   718-242-7979

                              Attention:  New York Agency Office

Company Guarantee 

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                                                                     EXHIBIT C-1

May __, 1995

To the Banks party to the Credit                                                
Agreement referred to below and                                             
The Chase Manhattan Bank                                                    
(National Association), as Agent                                            

Ladies and Gentlemen:                                                           

        We have acted as counsel to First Financial Management
Corporation (the "Company") and First Financial Bank ("FFB", and together with  
the Company, the "Borrowers") in connection with the Revolving Credit Agreement 
(the "Credit Agreement") dated as of May 2, 1995, between the Company, FFB, the 
banks named therein (including the Swingline Bank, the "Banks") and The Chase   
Manhattan Bank (National Association), as agent (in such capacity, the          
"Agent"), providing for loans to be made by the Banks to the Borrowers in an    
aggregate principal amount not exceeding $500,000,000.  This opinion is being   
furnished to the Banks at the request of the Borrowers pursuant to Section      
6.01(d)(i) of the Credit Agreement.  Capitalized terms used but not defined     
herein shall have the respective meanings ascribed to such terms in the Credit  
Agreement.                                                                      

             In rendering the opinions expressed below, we have examined
the following documents (hereinafter collectively referred to as the "Loan      
Documents"):                                                                    

(i)   the Credit Agreement;                   

(ii)  the Notes; and                          

(iii) the Company Guarantee.                  

             In addition, we have examined (i) such corporate records of
the Borrowers as we considered appropriate, (ii) certified copies of official   
records of various state authorities with respect to the incorporation,         
qualification and good standing or subsistence of each of the Borrowers and     
(iii) such laws, regulations or cases as we deemed necessary or appropriate.    
We have also reviewed such other documents as we deemed appropriate in order to 
render the opinions hereinafter set forth.                                      

In making such examinations we have assumed:  

(i)  the genuineness of all signatures;       

Opinion of Special Georgia Counsel of the Borrowers 

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               (ii)     the authenticity of all documents submitted to us as
  originals and the conformity with the originals of all documents
submitted to us as copies;                                    

              (iii)    that the Agent and each Bank has the power to enter
    into and perform each of its obligations under the Loan Documents;

            (iv)     the due authorization, execution, and delivery of
      each of the Loan Documents by each of the parties thereto other than
the Borrowers;                                                

             (v)      that the Loan Documents to which the Agent and the
   Banks are respective parties constitute legal, valid, binding and
enforceable obligations of such parties;                      

            (vi)     that the servicing of all of the contractual debt
       obligations of the Company is not now, and will not become, dependent
       on all or any of the revenues of FFB and/or any other bank subsidiary
 acquired or organized by the Company after the date hereof; and

          (vii)    solely in connection with our opinion in clause
      (b)(i) of paragraph 2 below, that the Borrowers will at all times be
       in compliance with all capital ratio and adequacy requirements of the
       State of Georgia Department of Banking and Finance and of the Federal
Deposit Insurance Corporation.                                

             Except as expressly set forth herein, we have made no other
factual investigation, and to the extent that the opinions expressed below      
involve matters of fact, we have relied upon the representations and warranties 
of the Borrowers made in the Loan Documents and certificates of the Borrowers   
and their officers or representatives delivered pursuant thereto.               

          As to factual matters forming the basis of our opinions,
whenever an opinion with respect to the existence or absence of facts or an     
opinion that is based in whole or in part on the existence or absence of facts  
is qualified by the phrases "insofar as is known to us" or "known to us," it is 
intended to qualify such opinion to those facts within the actual knowledge on  
the date of this opinion letter of the attorneys within this firm who are, on   
the date of this opinion letter, regularly performing services on behalf of one 
or more of the Borrowers.                                                       

           The opinions expressed below are subject to the following
qualifications:                                                                 

Opinion of Special Georgia Counsel of the Borrowers 

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                (i)      the effect of bankruptcy, insolvency, reorganization,
      moratorium or other similar laws relating to or affecting the rights
of creditors generally;                                       

     (ii)     the effect of general principles of equity
        (regardless of whether enforcement is considered in proceedings at law
or in equity);                                                

             (iii)    that provisions of the Loan Documents which permit
    the Agent or any Bank to take action or make determinations, or to
 benefit from indemnities and similar undertakings of any of the
      Borrowers, may be subject to a requirement that such action be taken
        or such determinations be made, and that any action or inaction by the
    Agent or a Bank which may give rise to a request for payment under
      such an undertaking be taken or not taken, on a reasonable basis and
in good faith;                                                

     (iv)     that the enforceability of indemnities and
    limitations on liability in the Loan Documents (including, without
       limitation, in Section 11.03 of the Credit Agreement and Section 2.03
    of the Company Guarantee) may be subject to limitations based upon
public policy considerations;                                 

              (v)      we express no opinion herein as to whether interest
    (as such term is defined under applicable law) required to be paid
under the Loan Documents, or otherwise in connection with the 
        transactions described therein, exceeds the maximum amount of interest
        allowable under applicable Georgia law or as to the effect, if any, of
   charging or collecting interest in excess of such maximum amount;

     (vi)     we express no opinion on laws, ordinances,
      regulations or rules of any county, city or political subdivision of
the State of Georgia; and                                     

             (vii)    in connection with our opinion in clause (b)(i) of
 paragraph 2 below with respect to FFB, we note that Georgia law
     provides that a bank may not have aggregate outstanding liabilities
      for money borrowed, subject to certain limited exceptions, in excess
     of twice the bank's unimpaired capital stock plus the amount of its
unimpaired paid-in capital, appropriated retained earnings and
retained earnings (O.C.G.A. Section  7-1-291).                

Based upon the foregoing, we are of the opinion that:         

     1.  Each of the Borrowers (a) is a corporation duly
       incorporated, validly existing and in good standing under the laws of
the State of Georgia; and (b) has all requisite               

Opinion of Special Georgia Counsel of the Borrowers 

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       corporate power necessary to execute, deliver and perform each of the
      Loan Documents to which it is a party and to borrow under the Credit
      Agreement.  As used in this paragraph, "in good standing" as to each
     of the Borrowers means that such Borrower (i) is in compliance with
 the applicable filing and annual registration provisions of the
corporation laws of the State of Georgia, (ii) has, where the 
        applicable certificate of existence or good standing so provides, paid
        all fees and taxes required to be paid in such jurisdiction, and (iii)
      has not filed articles of dissolution with the Secretary of State of
the State of Georgia.                                         

            2.  The execution, delivery and performance by each of the
Borrowers of the Loan Documents to which it is a party and the
      borrowings by the Borrowers under the Credit Agreement (a) have been
  duly authorized by all necessary corporate action of each of the
     Borrowers, and (b) do not and will not (i) violate any provision of
       any law or regulation currently in effect, (ii) violate any provision
    of any order, writ, judgment, injunction, decree, determination or
       award applicable to or binding upon it and known to us, (iii) violate
   any provision of the articles or certificates of incorporation or
   by-laws of any of the Borrowers or (iv) result in a breach of, or
     constitute a default or require any consent under, or result in the
 creation of any Lien upon any of the properties of any Borrower
       pursuant to, any Material Agreement (as hereinafter defined) to which
     any of the Borrowers is a party or by which any of the Borrowers or
    its properties may be bound.  As used in this paragraph, "Material
      Agreement" means each of the agreements and instruments listed as an
     exhibit to the annual report on Form 10-K filed by the Company with
        the Securities and Exchange Commission (the "SEC") for its fiscal year
ended December 31, 1994.                                      

               3.  The Credit Agreement has been duly executed and delivered
   by each of the Borrowers; and the Company Guarantee has been duly
executed and delivered by the Company.                        

                4.  We note that the Loan Documents are expressly stated to be
  governed by the laws of the State of New York, and we express no
      opinion on whether a Federal or state court would give effect to the
     choice of New York law provided for therein.  However, if a Georgia
    court were to apply Georgia law to the Loan Documents, each of the
  Loan Documents (assuming in the case of the Notes, execution and
   delivery thereof for value) would otherwise constitute the legal,
valid and binding obligation of each of the Borrowers         

Opinion of Special Georgia Counsel of the Borrowers 

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      party thereto, enforceable in accordance with its terms, except that
     no opinion is expressed as to (i) the second sentence in the second
    paragraph of Section 2.02(b) of the Credit Agreement, (ii) Section
       4.07(c) of the Credit Agreement, (iii) the second sentence of Section
       11.10 of the Credit Agreement and the second sentence of Section 3.02
   of the Company Guarantee, insofar as such sentences relate to the
     subject matter jurisdiction of the United States District Court for
 the Southern District of New York to adjudicate any controversy
  related to any Loan Document or (iv) Section 11.11 of the Credit
Agreement and Section 3.03 of the Company Guarantee.          

       In addition, no opinion is expressed herein as to the
       enforceability, validity or legality of provisions, if any, contained
      in the Loan Documents that (i) relate to the effect of laws that may
    be enacted in the future, (ii) require waivers or amendments to be
      made only in writing, or (iii) purport to permit the Agent or any of
   the Banks to exercise remedies without notice to the Borrowers or
other adverse parties.                                        

      5.  Except as set forth on Schedule IV to the Credit
      Agreement, insofar as is known to us, there are no legal or arbitral
  proceedings, or any proceedings by or before any governmental or
      regulatory authority or agency, pending or threatened against any of
the Borrowers, or any of their properties, which, if adversely
     determined, would have a material adverse effect on the validity or
       the enforceability of any Loan Document or the rights and remedies of
the Agent or any Bank thereunder.                             

      6.  Except as set forth on Schedule IV to the Credit
      Agreement, no authorizations, consents, approvals, licenses, filings
   or registrations with any governmental or regulatory authority or
    agency of the United States of America or the State of Georgia are
       required in connection with the execution, delivery or performance by
    any of the Borrowers of the Loan Documents to which it is a party.

             We are members of the bar of the State of Georgia and we do
not herein intend to express any opinion as to any matters governed by any laws 
other than the law of the State of Georgia and the Federal laws of the United   
States of America.  As noted above, the Loan Documents are expressly stated to  
be governed by the laws of the State of New York.                               

              As to the matters stated in paragraphs 2(b)(ii) and 5 above,
we have relied in part on the opinion of Randolph L.M. Hutto, Esq., general     
counsel to the Borrowers, delivered to you                                      

Opinion of Special Georgia Counsel of the Borrowers 

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and to us concurrently herewith.  Such opinion is in form and substance         
satisfactory to us, and we believe that we and you are justified in relying     
thereon.                                                                        

                This opinion is delivered to you solely in connection with the
execution and delivery to you of the Credit Agreement and the transactions as   
therein provided, and is to be relied upon by you only in such connection and   
by no one else for any purpose.                                                 

                                                         Very truly yours,

Opinion of Special Georgia Counsel of the Borrowers 

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                                                                     EXHIBIT C-2

                                                    May __, 1995

To the Banks party to the Credit                                                
Agreement referred to below and                                             
The Chase Manhattan Bank (National                                          
Association), as Agent                                                      

Ladies and Gentlemen:                                                           

                I am general counsel to First Financial Management Corporation
(the "Company") and First Financial Bank ("FFB", and together with the Company, 
the "Obligors") and have acted in such capacity in connection with the          
Revolving Credit Agreement (the "Credit Agreement") dated as of May 2, 1995,    
between the Company, FFB, the banks named therein (including the Swingline      
Bank, the "Banks") and The Chase Manhattan Bank (National Association), as      
agent (in such capacity, the "Agent"), providing for loans to be made by the    
Banks to the Obligors in an aggregate principal amount not exceeding            
$500,000,000.  This opinion is being furnished to the Banks at the request of   
the Obligors pursuant to Section 6.01(d)(ii) of the Credit Agreement.           
Capitalized terms used but not defined herein shall have the respective         
meanings ascribed to such terms in the Credit Agreement.                        

                In rendering the opinions expressed below, I have examined the
following documents (hereinafter collectively referred to as the "Loan          
Documents"):                                                                    

(i)    the Credit Agreement;              

(ii)    the Notes; and                      

(iii)    the Company Guarantee.               

             I also have made such other inquiries and examinations as I
have deemed appropriate in order to render the opinions hereinafter set forth.  

In making such examinations I have assumed:   

   (i)    the genuineness of all signatures; and

                (ii)    the authenticity of all documents submitted to me as
  originals and the conformity with the originals of all documents
submitted to me as copies.                                    

           Except as expressly set forth above, I have made no other
factual investigation, and to the extent that the opinions expressed below      
involve matters of fact, I have relied upon the                                 

Opinion of General Counsel of the Company 

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representations and warranties of the Obligors made in the Loan Documents and   
certificates of the Obligors and their officers or representatives delivered    
pursuant thereto.                                                               

     Based upon the foregoing, I am of the opinion that:

      1.  Except as set forth on Schedule IV to the Credit
  Agreement, each of the Obligors has all material authorizations,
   consents, approvals and licenses of, and has made all filings and
     registrations with, all governmental and regulatory authorities and
       agencies necessary to execute, deliver and perform the Loan Documents
to which it is a party.                                       

            2.  The execution, delivery and performance by each of the
Obligors of the Loan Documents to which it is a party and the 
      borrowings by any Obligor under the Credit Agreement do not and will
     not violate any provision of any order, writ, judgment, injunction,
      decree, determination or award applicable to or binding upon it, the
violation of which would have a Material Adverse Effect.      

      3.  Except as set forth on Schedule IV to the Credit
Agreement, there are no legal or arbitral proceedings, or any 
      proceedings by or before any governmental or regulatory authority or
      agency, pending or, insofar as is known to me, threatened against or
      affecting any of the Obligors, or any of their properties or rights,
      which, if adversely determined, would have a material adverse effect
      on the consolidated financial condition or business taken as a whole
of the Company and its Subsidiaries, or the validity or the   
       enforceability of any Loan Document or the rights and remedies of the
Agent or any Bank thereunder.                                 

         I do not herein intend to express any opinion as to any
matters governed by any laws other than the law of the State of Georgia and the 
Federal laws of the United States of America.                                   

               I understand that Sutherland, Asbill & Brennan, who has acted
as counsel to the Obligors in connection with the Credit Agreement and the      
Loans contemplated thereby, in rendering its opinion to the Banks and the Agent 
pursuant to the Credit Agreement, wishes to rely on this opinion in rendering   
those portions of its opinion relating to certain of the matters set forth      
herein, and I consent to such reliance.  This opinion is delivered to you       
solely in connection with the execution and delivery to you of the Credit       
Agreement and the transactions as therein provided, and, except as stated in    
the immediately                                                                 

Opinion of General Counsel of the Company 

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preceding sentence, is to be relied upon by you only in such connection and by  
no one else for any purpose.                                                    

                                                        Sincerely yours,

Opinion of General Counsel of the Company 

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                                                                       EXHIBIT D

[FORM OF OPINION OF SPECIAL NEW YORK COUNSEL TO THE BANKS]

May __, 1995

Each of the Banks party                                                         
to the Credit Agreement                                                     
referred to below                                                           

The Chase Manhattan Bank                                                        
(National Association),                                                     
as Agent for said Banks                                                     
4 Metrotech Center                                                              
13th Floor                                                                      
Brooklyn, New York  11245                                                       

Ladies and Gentlemen:                                                           

        We have acted as special New York counsel to the Banks
referred to below in connection with the Revolving Credit Agreement dated as of 
May 2, 1995 (the "Credit Agreement"), between First Financial Management        
Corporation, a corporation organized under the laws of Georgia (the             
"Obligors"), First Financial Bank, a banking corporation organized under the    
laws of Georgia ("FFB" and together with the Company, the "Borrowers"), the     
banks party thereto (including the Swingline Bank, the "Banks") and The Chase   
Manhattan Bank (National Association), in its capacity as agent for said Banks  
(the "Agent"), providing for, among other things, the making of loans by the    
Banks in an aggregate principal amount not to exceed $500,000,000.  All         
capitalized terms used but not defined herein have the respective meanings      
given to such terms in the Credit Agreement.                                    

             In rendering the opinion expressed below, we have examined:

(i)    the Credit Agreement;                                

(ii)    the Notes; and                                        

(iii)    the Company Guarantee.                                 

The agreement, instruments and other documents referred to in the foregoing     
clauses (i) through (iii) are collectively referred to as the "Credit           
Documents".  In our examination, we have assumed the genuineness of all         
signatures, the authenticity of all documents submitted to us as originals and  
the conformity with authentic original documents of all documents submitted to  
us as                                                                           

Opinion of Special New York Counsel to the Banks  

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copies.  When relevant facts were not independently established, we have relied 
upon representations made in or pursuant to the Credit Documents.               

            In rendering the opinion expressed below, we have assumed,
with respect to all of the documents referred to in this opinion letter, that:  

      (i)    such documents have been duly authorized by, have been duly
                executed and delivered by, and (except to the extent set forth
             in the opinions below as to the Obligors) constitute legal,
           valid, binding and enforceable obligations of, all of the
parties to such documents;                    

      (ii)    all signatories to such documents have been duly authorized;
and                                           

    (iii)    all of the parties to such documents are duly organized and
              validly existing and have the power and authority (corporate
           or other) to execute, deliver and perform such documents.

             Based upon and subject to the foregoing and subject also to
the comments and qualifications set forth below, and having considered such     
questions of law as we have deemed necessary as a basis for the opinion         
expressed below, we are of the opinion that each Credit Document constitutes    
the legal, valid and binding obligation of each Obligor party thereto,          
enforceable against such Obligor in accordance with its terms, except as may be 
limited by bankruptcy, insolvency, reorganization, moratorium or other similar  
laws relating to or affecting the rights of creditors generally and except as   
the enforceability of the Credit Documents is subject to the application of     
general principles of equity (regardless of whether considered in a proceeding  
in equity or at law), including, without limitation, (a) the possible           
unavailability of specific performance, injunctive relief or any other          
equitable remedy and (b) concepts of materiality, reasonableness, good faith    
and fair dealing.                                                               

                The foregoing opinion is subject to the following comments and
qualifications:                                                                 

            A.       The enforceability of Section 11.03 of the Credit
Agreement may be limited by laws (i) rendering unenforceable  
      indemnification contrary to Federal or state securities laws and the
public policy underlying such laws and (ii) limiting          

Opinion of Special New York Counsel to the Banks  

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       the enforceability of provisions requiring indemnification of a party
       for liability for its own action or inaction to the extent the action
or inaction involves gross negligence, recklessness, willful  
misconduct or unlawful conduct.                               

         B.       The enforceability of provisions in the Credit
  Documents to the effect that terms may not be waived or modified
except in writing may be limited under certain circumstances. 

            C.       We express no opinion as to (i) the effect of the
       laws of any jurisdiction in which any Bank is located (other than New
    York) that limit the interest, fees or other charges such Bank may
     impose, (ii) the second sentence in the second paragraph of Section
      2.02(b) of the Credit Agreement, (iii) Section 4.07(c) of the Credit
       Agreement and (iv) the second sentence of Section 11.10 of the Credit
  Agreement and the second sentence of Section 3.02 of the Company
   Guarantee, insofar as such sentence relates to the subject matter
   jurisdiction of the United States District Court for the Southern
   District of New York to adjudicate any controversy related to the
Credit Documents.                                             

           The foregoing opinion is limited to matters involving the
Federal laws of the United States of America and the law of the State of New    
York, and we do not express any opinion as to the laws of any other             
jurisdiction.                                                                   

             This opinion letter is, pursuant to Section 6.01(d)(iii) of
the Credit Agreement, provided to you by us in our capacity as special New York 
counsel to the Banks and may not be relied upon by any Person for any purpose   
other than in connection with the transactions contemplated by the Credit       
Agreement without, in each instance, our prior written consent.                 

Very truly yours, 

CDP/BDR                                                                         

Opinion of Special New York Counsel to the Banks  

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                                                                     EXHIBIT E-1

[FORM OF COMPLIANCE CERTIFICATE]

COMPLIANCE CERTIFICATE

[DATE]

Re:     Revolving Credit Agreement dated as of May 2, 1995 (as
                modified and supplemented and in effect from time to time, the
         "Credit Agreement"), between First Financial Management
                Corporation (the "Company"), First Financial Bank, the lenders
       named therein, and The Chase Manhattan Bank (National
Association), as Agent                        

               This Certificate is delivered pursuant to Section 8.01 of the
Credit Agreement.  Terms used but not defined herein have the respective        
meanings given to such terms in the Credit Agreement.  This Certificate is      
delivered with respect to the fiscal period of the Company ended                
______________, 199__ (the "Reference Date").                                   

             The undersigned senior financial officer of the Company has
read and reviewed the Credit Agreement, has examined the financial position of  
the Company and its Subsidiaries and has made appropriate examinations and      
inquiries of appropriate officers of the Company and its Subsidiaries in order  
to express an informed opinion as to the matters covered by this Certificate.   

               Annex 1 hereto sets forth calculations necessary to determine
whether the Company is in compliance with Sections 8.07 through 8.11            
(inclusive) of the Credit Agreement as at, or for the relevant period ended on, 
the Reference Date.  Except as expressly identified on said Annex, the Company  
is in compliance with said Sections.  All references to Sections in said Annex  
are to Sections of the Credit Agreement.                                        

       On the Reference Date, no Default has occurred and is
continuing.(1)  [IN ADDITION, THE CONSOLIDATED FINANCIAL STATEMENTS OF THE      
COMPANY AND ITS SUBSIDIARIES FOR THE FISCAL                                     

__________________________________                                              

(1)      Or, if any Default has occurred and is continuing, this Certificate    
       should describe such Default in reasonable detail and the action that
 the Company has taken and proposes to take with respect to such
Default.                                                      

Compliance Certificate  

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QUARTER OF THE COMPANY ENDED ON THE REFERENCE DATE FAIRLY PRESENT THE           
CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE COMPANY AND   
ITS SUBSIDIARIES IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES,   
CONSISTENTLY APPLIED, AS AT THE END OF, AND FOR, SUCH PERIOD (WITH ACCRUALS     
BEING SUBJECT TO YEAR-END ADJUSTMENTS).](2)                                     

              IN WITNESS WHEREOF, I have delivered this Certificate to the
Agent and the Banks in my capacity as _________________ of the Company on this  
______ day of ____________, 199__.                                              

                              ______________________________
     Name:

__________________________________                                              

(2)      This sentence should be included if the Compliance Certificate is      
being delivered in connection with the delivery of financial  
statements under Section 8.01(a) of the Credit Agreement.     

Compliance Certificate  

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                                                                         ANNEX 1

FIRST FINANCIAL MANAGEMENT CORPORATION  
COMPLIANCE CERTIFICATE  

Fiscal Period Ended __________, 199__ 
(the "Reference Date")  

                                                                [Download Table]
                                                       
SECTION 8.07(f)                                        

(A)      Aggregate principal amount of      $__________
         Indebtedness outstanding under                
         Section 8.07(f) on the Reference              
         Date                                          

(B)      Compliance if (A) is less than       YES / NO 
         $100,000,000                                  

SECTION 8.07(n)                                        

(A)      Aggregate amount of Indebtedness   $__________
         outstanding under Section 8.07(n)             
         on the Reference Date                         

(B)      Compliance if (A) is less than       YES / NO 
         $50,000,000                                   

SECTION 8.07(p)                                        

(A)      Aggregate amount of Indebtedness   $__________
         outstanding under Section 8.07(p)             
         on the Reference Date                         

Annex 1 to Compliance Certificate 

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                                                                [Download Table]

                                                       
SUBSIDIARY INDEBTEDNESS                                
UNDER SECTION 8.07                                     
(A)      Aggregate amount of Indebtedness              
         of Subsidiaries outstanding on     $__________
         the Reference Date (other than                
         Indebtedness of FFB under the                 
         Credit Agreement)                             

(B)      Net Worth on the Reference Date    $__________

(C)      20% of Net Worth                   $__________

(D)      Compliance if (A) is less than or    YES / NO 
         equal to (C)                                  

SECTION 8.08(n)(i)                                     

(A)      Aggregate amount of Investments    $__________
         by FFMC in FFB on the Reference               
         Date                                          

(B)      Net Worth on the Reference Date    $__________

(C)      15% of (B)                         $__________

(D)      Compliance if (A) is less than or    YES / NO 
         equal to (C)                                  

SECTION 8.09                                           

(A)      Net Worth on the Reference Date    $__________

(B)      Compliance if (A) is greater than    YES / NO 
         $1,100,000,000                                

Annex 1 to Compliance Certificate 

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                                                                [Download Table]
                                                       
SECTION 8.10                                           

(A)      Aggregate amount of Debt on the    $__________
         Reference Date                                

(B)      Cash Flow for the Computation      $__________
         Period ended on the Reference                 
         Date*                                         

(C)      Ratio of (A) to (B)                $__________

(D)      Compliance if (C) is not greater     YES / NO 
         than 3.75 to 1                                

SECTION 8.11                                           

(A)      EBIT for the Computation Period    $__________
         ended on the Reference Date*                  

(B)      Interest Expense for the           $__________
         Computation Period ended on the               
         Reference Date                                

(C)      Ratio of (A) to (B)                $__________

(D)      Compliance if (C) is greater than    YES / NO 
         3.00 to 1                                     

_______________                                                                 

*        Please complete the appropriate worksheet attached hereto to show      
calculations.                                                 

Annex 1 to Compliance Certificate 

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EBIT FOR COMPUTATION PERIOD 

                                                                [Download Table]

                            1st      2nd      3rd      4th      Total 
                            Quarter  Quarter  Quarter  Quarter  ----- 
                            -------  -------  -------  -------        
                                                                      
(a)  Net Income             $_____   $_____   $_____   $_____   $_____

(b)  Interest               $_____   $_____   $_____   $_____   $_____
     Expense                                                          

(c)  Federal,               $_____   $_____   $_____   $_____   $_____
     state or foreign                                                 
     income taxes                                                     

(d)  Non-recurring losses   $_____   $_____   $_____   $_____   $_____

(e)  Interest               $_____   $_____   $_____   $_____   $_____
     income                                                           

(f)  Interest income        $_____   $_____   $_____   $_____   $_____
     deemed to be                                                     
     operating income                                                 

(g)  Non-                   $_____   $_____   $_____   $_____   $_____
     recurring                                                        
     gains                                                            

(A)  Add (a), (b),(c), (d)                                      $_____
     and (f)                                                          

(B)  Add (e) and (g)                                            $_____

(C)  (A) minus (B)                                              $_____

Annex 1 to Compliance Certificate 

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CASH FLOW FOR COMPUTATION PERIOD

                                                        [Enlarge/Download Table]

                            1st Quarter  2nd Quarter  3rd Quarter  4th Quarter  Total 
                            -----------  -----------  -----------  -----------  ----- 
                                                                                      
(a)  EBIT                   $_____       $_____       $_____       $_____       $_____

(b)  Depreciation,          $_____       $_____       $_____       $_____       $_____
     amortization                                                                     
     and other                                                                        
     non-cash                                                                         
     charges                                                                          

(c)  Aggregate              $_____       $_____       $_____       $_____       $_____
        amount of                                                                     
        dividends or other                                                            
        distributions                                                                 
        received in cash                                                              
        by Company and its                                                            
        Subsidiaries in                                                               
        respect of common                                                             
        stock or other                                                                
        ownership interest                                                            
        of non-Subsidiary                                                             

(d)  Net Capital            $_____       $_____       $_____       $_____       $_____
     Expenditures                                                                     

(e)   Accrued or            $_____       $_____       $_____       $_____       $_____
     capitalized Interest                                                             
     Expense in respect of                                                            
     Qualified                                                                        
     Subordinated                                                                     
     Indebtedness                                                                     

(f)   Minority                                                                        
     Share of the amounts   $_____       $_____       $_____       $_____       $_____
     in items (a)                                                                     
     and (b) attributable                                                             
     to each non wholly-                                                              
     owned Subsidiary of                                                              
     the Company                                                                      

Annex 1 to Compliance Certificate 

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                                                        [Enlarge/Download Table]

                            1st Quarter  2nd Quarter  3rd Quarter  4th Quarter  Total 
                            -----------  -----------  -----------  -----------  ----- 
                                                                                      
(g)  Minority               $_____       $_____       $_____       $_____       $_____
     Share of the                                                                     
     amount in item (d)                                                               
     attributable to each                                                             
     non wholly-owned                                                                 
     subsidiary of the                                                                
     Company                                                                          

(h)  Pro-forma              $_____       $_____       $_____       $_____       $_____
     Cash Flow of any                                                                 
     acquired Subsidiary                                                              
     for the Designated                                                               
     Period (or any                                                                   
     portion thereof) for                                                             
     which financial                                                                  
     statements have been                                                             
     provided                                                                         

(i)  Pro-forma Cash Flow    $_____       $_____       $_____       $_____       $_____
     of any disposed                                                                  
     Subsidiary for the                                                               
     Designated Period (or                                                            
     any portion thereof)                                                             

(A)  Add (a), (b), (c),                                                         $_____
     (g) and (h)                                                                      

(B)  Add (d), (e), (f) and                                                      $_____
     (i)                                                                              

(C)  A minus B                                                                  $_____

Annex 1 to Compliance Certificate 

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                                                                     EXHIBIT E-2

[FORM OF FACILITY FEE AND MARGIN DETERMINATION CERTIFICATE] 

FACILITY FEE AND MARGIN DETERMINATION CERTIFICATE 

[DATE]

Re:     Revolving Credit Agreement dated as of May 2, 1995 (as
                modified and supplemented and in effect from time to time, the
         "Credit Agreement"), between First Financial Management
                Corporation (the "Company"), First Financial Bank, the lenders
       named therein, and The Chase Manhattan Bank (National
Association), as Agent                        

               This Certificate is delivered pursuant to Section 8.01 of the
Credit Agreement.  Terms used but not defined herein have the respective        
meanings given to such terms in the Credit Agreement.  This Certificate is      
delivered with respect to the fiscal period of the Company ended __________,    
199_ (the "Reference Date").                                                    

               Annex 1 hereto sets forth calculations necessary to determine
the Applicable Facility Fee Percentage and the Applicable Margin, respectively, 
under the Credit Agreement as at, or for the relevant period ended on, the      
Reference Date.                                                                 

             The undersigned senior financial officer of the Company has
read and reviewed the Credit Agreement, has examined the financial position of  
the Company and its Subsidiaries and has made appropriate examinations and      
inquiries of appropriate officers of the Company and its Subsidiaries           
(including the newly-acquired Subsidiary) in order to made the calculations set 
forth in Annex 1 hereto.                                                        

              IN WITNESS WHEREOF, I have delivered this Certificate to the
Agent and the Banks in my capacity as _________________ of the Company on this  
______ day of ____________, 199__.                                              

                      ______________________
     Name:

Facility Fee and Margin Determination Certificate 

EX-10.2
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                                                                         ANNEX 1

FIRST FINANCIAL MANAGEMENT CORPORATION
FACILITY FEE AND MARGIN DETERMINATION 
CERTIFICATE 

Fiscal Period Ended _________, 199_ 
(the "Computation Period")

                                                                [Download Table]
                                                                  
(A)   Cash Flow Calculation                                       

       (i)    Cash Flow of Company for Computation                
              Period                                     $_______ 

      (ii)    Cash Flow of any newly-acquired                     
              Subsidiary for Computation Period                   
              certified by the Company                            
                                                         $_______ 

              Add (i) and (ii)                           $_______ 

(B)   Debt Calculation                                            

       (i)    Debt as shown on Balance Sheet as at end            
              of Computation Period                               
                                                         $_______ 

      (ii)    Debt as shown on Balance Sheet of any               
              newly-acquired Subsidiary as at end of              
              Computation Period                                  
                                                         $_______ 

     (iii)    Additional Debt incurred after the end of           
              Computation Period in connection with any           
              acquisition                                         

                                                         $_______ 
              Add (i) through (iii)                      $_______ 

(C)   Ratio of B over A                                   _______ 

      Applicable Margin                                   _______%

      Applicable Facility Fee                                     
      Percentage                                          _______%

Facility Fee and Margin Determination Certificate 

EX-10.2
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                                                                       EXHIBIT F

[FORM OF CONFIDENTIALITY AGREEMENT] 

CONFIDENTIALITY AGREEMENT 

[DATE]

[INSERT NAME AND                                                                
ADDRESS OF PROSPECTIVE                                                      
PARTICIPANT OR ASSIGNEE]                                                    

Re:     Revolving Credit Agreement dated as of May 2, 1995 (as
                modified and supplemented and in effect from time to time, the
        "Credit Agreement") between First Financial Management
               Corporation (the "Company"), First Financial Bank, ("FFB" and
         together with the Company, the "Borrowers") the banking
          institutions party thereto, and The Chase Manhattan Bank
(National Association), as Agent.             

Ladies and Gentlemen:                                                           

                As a [BANK] [SWINGLINE BANK] party to the Credit Agreement, we
have agreed with the Borrowers pursuant to Section 11.12 of the Credit          
Agreement to use reasonable precautions to keep confidential, except as         
otherwise provided therein, all non-public information identified by the        
Borrowers as being confidential at the time the same is delivered to us         
pursuant to the Credit Agreement.                                               

                As provided in said Section 11.12, we are permitted to provide
you, as a [PROSPECTIVE HOLDER OF A PARTICIPATION IN THE LOANS (AS DEFINED IN    
THE CREDIT AGREEMENT)] [PROSPECTIVE ASSIGNEE BANK], with certain of such non-   
public information subject to the execution and delivery by you, prior to       
receiving such non-public information, of a Confidentiality Agreement in this   
form.  Such information will not be made available to you until your execution  
and return to us of this Confidentiality Agreement.                             

               Accordingly, in consideration of the foregoing, you agree (on
behalf of yourself and each of your directors, officers and employees) that (A) 
such information will not be used by you except in connection with the proposed 
[PARTICIPATION] [ASSIGNMENT] mentioned above and (B) you shall use (and you     
shall cause your affiliates and representatives to use) reasonable precautions, 
in accordance with your customary procedures for handling confidential          
information and in accordance with safe and sound banking practices, to keep    
such information confidential, provided that nothing herein shall limit the     
disclosure of any                                                               

Confidentiality Agreement 

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such information (i) to the extent required by statute, rule, regulation or     
judicial process, or after such information shall have become public (other     
than through a violation of Section 11.12 of the Credit Agreement), (ii) to     
your counsel or to counsel for any of the Banks (including, for these purposes, 
the Swingline Bank) or the Agent, (iii) to bank examiners and regulators,       
auditors, accountants or other professional advisors, (iv) to the Agent or any  
other Bank or (v) in connection with any litigation to which you or any one or  
more of the Banks is a party; provided, further, that in no event shall you be  
obligated or required to return any materials furnished to you pursuant to this 
Confidentiality Agreement.                                                      

                Please indicate your agreement to the foregoing by signing the
enclosed two copies of this Confidentiality Agreement by signing on the line    
provided below and returning one such signed copy to us and the other such      
signed copy to the Company.                                                     

                 Very truly yours,

                     [INSERT NAME OF BANK]

                              By____________________________
          Title:

THE FOREGOING IS AGREED TO                                                      
AS OF THE DATE OF THIS LETTER:                                                  

[INSERT NAME OF PROSPECTIVE                                                     
PARTICIPANT OR ASSIGNEE]                                                    

By____________________________                                                  
Title:                                                                      

Confidentiality Agreement 

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                                                                       EXHIBIT G

[FORM OF MONEY MARKET QUOTE REQUEST]

                  [DATE]

To:              The Chase Manhattan Bank                                       
(National Association),                       
as Agent                                      

From:            First Financial Management Corporation                         

Re:              Money Market Quote Request                                     

            Pursuant to Section 2.04 of the Revolving Credit Agreement
dated as of May 2, 1995 (as modified and supplemented and in effect from time   
to time, the "Credit Agreement"), between First Financial Management            
Corporation, First Financial Bank, the banks named therein (including the       
Swingline Bank) and The Chase Manhattan Bank (National Association), as Agent,  
we hereby give notice that we request Money Market Quotes for the following     
proposed Money Market Borrowing(s):                                             

                                                                [Download Table]
Borrowing  Quotation                      Interest 
  Date      Date 1/   Amount 2/  Type 3/  Period 4/
---------  ----- -    ------ -   ---- -   ------ - 
                                                   

             Terms used herein have the meanings assigned to them in the
Credit Agreement.                                                               

                          FIRST FINANCIAL MANAGEMENT
               CORPORATION

                               By_____________________________
_______________                                     Title:                    

1/      For use if a Money Market Rate in a Set Rate Auction is requested to  
be submitted before the date of the borrowing.                

2/      Each amount must be $25,000,000 or a larger multiple of $500,000.     

3/      Insert either "Margin" (in the case of LIBOR Market Loans) or "Rate"  
(in the case of Set Rate Loans).                              

4/      1, 2, 3 or 6 months, in the case of a LIBOR Market Loan or, in the    
      case of a Set Rate Loan, a period of up to 180 days after the making
of such Set Rate Loan and ending on a Business Day.           

Money Market Quote Request  

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                                                                       EXHIBIT H

[FORM OF MONEY MARKET QUOTE]

To:              The Chase Manhattan Bank                                       
(National Association),                       
as Agent                                      

From:            [NAME OF BANK]                                                 

Re:              Money Market Quote                                             
First Financial Management Corporation        

             This Money Market Quote is given in accordance with Section
2.04(c) of the Revolving Credit Agreement dated as of May 2, 1995 (as modified  
and supplemented and in effect from time to time, the "Credit Agreement"),      
between First Financial Management Corporation, First Financial Bank, the banks 
named therein (including the Swingline Bank) and The Chase Manhattan Bank       
(National Association), as Agent.  Terms defined in the Credit Agreement are    
used herein as defined therein.                                                 

            In response to the Borrower's invitation dated __________,
19__, we hereby make the following Money Market Quote(s) on the following       
terms:                                                                          

1.       Quoting Bank:                        

2.       Person to contact at Quoting Bank:   

              3.       We hereby offer to make Money Market Loan(s) in the
following principal amounts, for the following Interest Periods and at the      
following rates:                                                                

                                                                [Download Table]

Borrowing  Quotation                      Interest          
  Date      Date 1/   Amount 2/  Type 3/  Period 4/  Rate 5/
---------  ----- -    ------ -   ---- -   ------ -   ---- - 
                                                            

            We understand and agree that the offer(s) set forth above,
subject to the satisfaction of the applicable conditions set forth in the       
Credit Agreement, irrevocably obligate(s) us to make the Money Market Loan(s)   
for which any offer(s) [IS] [ARE]                                               

Money Market Quote  

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accepted, in whole or in part (subject to the third sentence of Section 2.04(e) 
of the Credit Agreement).                                                       

                       Very truly yours,

                    [NAME OF BANK]

Dated:                                     By:______________________________    
_______________                                  Authorized Officer             

1/      As specified in the related Money Market Quote Request.               

2/      The principal amount bid for each Interest Period may not exceed the  
        principal amount requested.  Bids must be made for at least $5,000,000
or a larger multiple of $500,000.                             

3/      Indicate "Margin" (in the case of LIBOR Market Loans) or "Rate" (in   
the case of Set Rate Loans).                                  

4/      1, 2, 3 or 6 months in the case of a LIBOR Market Loan or, in the case
    of a Set Rate Loan, a period of up to 180 days after the making of
      such Set Rate Loan and ending on a Business Day, as specified in the
related Money Market Quote Request.                           

5/      For a LIBOR Market Loan, specify margin over or under the London      
       interbank offered rate determined for the applicable Interest Period.
        Specify percentage (rounded to the nearest 1/10,000 of 1%) and specify
  whether "PLUS" or "MINUS".  For a Set Rate Loan, specify rate of
interest per annum (rounded to the nearest 1/10,000 of 1%).   

Money Market Quote  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
Filed on:		8/14/95
For Period End:		6/30/95
		5/2/95		1		158
		12/31/94		55		136			10-K405,  11-K
		11/8/94		11		73
		6/25/92		13		70
		3/31/92		73
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