<PAGE> 1
================================================================================

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                          DATED AS OF OCTOBER 3, 1997

                                     AMONG


                            THE EARTHGRAINS COMPANY,


                           THE CHASE MANHATTAN BANK,
                      THE FIRST NATIONAL BANK OF CHICAGO,
                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK
                                      AND
                               NATIONSBANK, N.A.,

                                 AS CO-AGENTS,


                         BANK OF AMERICA NATIONAL TRUST
                            AND SAVINGS ASSOCIATION,

                            AS ADMINISTRATIVE AGENT,

                               SWING LINE LENDER

                                      AND

                        LETTER OF CREDIT ISSUING LENDER,

                                      AND


                 THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO


                                  ARRANGED BY

                         BANCAMERICA ROBERTSON STEPHENS


================================================================================


<PAGE> 2

<TABLE>
                          TABLE OF CONTENTS
<CAPTION>
SECTION                                                       Page

                              ARTICLE I

                             DEFINITIONS
<C>    <S>                                                     <C>
1.1    Certain Defined Terms . . . . . . . . . . . . . . . . . .1
1.2    Other Interpretive Provisions . . . . . . . . . . . . . 22
1.3    Accounting Principles . . . . . . . . . . . . . . . . . 23

                              ARTICLE II

                              THE CREDITS

2.1    Amounts and Terms of Commitments. . . . . . . . . . . . 24
2.2    Loan Accounts . . . . . . . . . . . . . . . . . . . . . 24
2.3    Procedure for Committed Borrowing . . . . . . . . . . . 25
2.4    Conversion and Continuation Elections for
       Committed Borrowings. . . . . . . . . . . . . . . . . . 26
2.5    Bid Borrowings. . . . . . . . . . . . . . . . . . . . . 27
2.6    Procedure for Bid Borrowings. . . . . . . . . . . . . . 27
2.7    Voluntary Termination or Reduction of Commitments . . . 30
2.8    Optional Prepayments. . . . . . . . . . . . . . . . . . 31
2.9    Repayment . . . . . . . . . . . . . . . . . . . . . . . 31
2.10   Interest. . . . . . . . . . . . . . . . . . . . . . . . 31
2.11   Fees. . . . . . . . . . . . . . . . . . . . . . . . . . 32
       (a) Arrangement, Agency Fees. . . . . . . . . . . . . . 32
       (b) Facility Fees . . . . . . . . . . . . . . . . . . . 32
2.12   Computation of Fees and Interest. . . . . . . . . . . . 32
2.13   Payments by the Company . . . . . . . . . . . . . . . . 33
2.14   Payments by the Lenders to the Administrative Agent . . 34
2.15   Sharing of Payments, Etc. . . . . . . . . . . . . . . . 34
2.16   Extension of Scheduled Termination Date;
       Substitution of Lenders . . . . . . . . . . . . . . . . 36
2.17   Optional Increase in Commitments. . . . . . . . . . . . 37
2.18   Maintenance of Existing Offshore Borrowings on
       a Non-Pro-Rata Basis; Temporary Non-Pro-Rata
       Borrowings. . . . . . . . . . . . . . . . . . . . . . . 39
2.19   Swing Line Commitment . . . . . . . . . . . . . . . . . 40
2.20   Borrowing Procedures for Swing Line Loans . . . . . . . 40
2.21   Prepayment or Refunding of Swing Line Loans . . . . . . 40
2.22   Participations in Swing Line Loans. . . . . . . . . . . 41
2.23   Participation Obligations Unconditional . . . . . . . . 41
2.24   Conditions to Swing Line Loans. . . . . . . . . . . . . 42

                                    i
<PAGE> 3

                          TABLE OF CONTENTS
<CAPTION>
SECTION                                                       Page

                              ARTICLE III

                         THE LETTERS OF CREDIT
<C>    <S>                                                     <C>
3.1    The Letter of Credit Subfacility. . . . . . . . . . . . 42
3.2    Issuance, Amendment and Renewal of Letters
       of Credit . . . . . . . . . . . . . . . . . . . . . . . 43
3.3    Risk Participations, Drawings and Reimbursements. . . . 45
3.4    Repayment of Participations . . . . . . . . . . . . . . 47
3.5    Role of the Issuing Lenders . . . . . . . . . . . . . . 48
3.6    Obligations Absolute. . . . . . . . . . . . . . . . . . 48
3.7    Cash Collateral Pledge. . . . . . . . . . . . . . . . . 49
3.8    Letter of Credit Fees . . . . . . . . . . . . . . . . . 50
3.9    Uniform Customs and Practice. . . . . . . . . . . . . . 50

                              ARTICLE IV

                TAXES, YIELD PROTECTION AND ILLEGALITY

4.1    Taxes.. . . . . . . . . . . . . . . . . . . . . . . . . 50
4.2    Illegality. . . . . . . . . . . . . . . . . . . . . . . 51
4.3    Increased Costs and Reduction of Return . . . . . . . . 52
4.4    Funding Losses. . . . . . . . . . . . . . . . . . . . . 53
4.5    Inability to Determine Rates. . . . . . . . . . . . . . 54
4.6    Certificates of Lenders . . . . . . . . . . . . . . . . 54
4.7    Substitution of Lenders . . . . . . . . . . . . . . . . 54
4.8    Survival. . . . . . . . . . . . . . . . . . . . . . . . 54

                              ARTICLE V

                        CONDITIONS PRECEDENT

5.1    Conditions to Effectiveness . . . . . . . . . . . . . . 55
       (a) Agreement and Notes . . . . . . . . . . . . . . . . 55
       (b) Resolutions; Incumbency . . . . . . . . . . . . . . 55
       (c) Organization Documents. . . . . . . . . . . . . . . 55
       (d) Legal Opinions. . . . . . . . . . . . . . . . . . . 55
       (e) Payment of Fees . . . . . . . . . . . . . . . . . . 56
       (f) Certificate . . . . . . . . . . . . . . . . . . . . 56
       (g) Guaranty. . . . . . . . . . . . . . . . . . . . . . 56
       (h) Other Documents . . . . . . . . . . . . . . . . . . 56
5.2    Conditions to All Credit Extensions . . . . . . . . . . 56
       (a) Notice, Application . . . . . . . . . . . . . . . . 56
       (b) Continuation of Representations and Warranties. . . 56
       (c) No Existing Default . . . . . . . . . . . . . . . . 57

                                    ii
<PAGE> 4

                          TABLE OF CONTENTS
<CAPTION>
SECTION                                                       Page

                              ARTICLE VI

                     REPRESENTATIONS AND WARRANTIES

<C>    <S>                                                     <C>
6.1    Corporate Existence and Power . . . . . . . . . . . . . 57
6.2    Corporate Authorization; No Contravention . . . . . . . 57
6.3    Governmental Authorization. . . . . . . . . . . . . . . 58
6.4    Binding Effect. . . . . . . . . . . . . . . . . . . . . 58
6.5    Litigation. . . . . . . . . . . . . . . . . . . . . . . 58
6.6    No Default. . . . . . . . . . . . . . . . . . . . . . . 58
6.7    ERISA Compliance. . . . . . . . . . . . . . . . . . . . 58
6.8    Use of Proceeds; Margin Regulations . . . . . . . . . . 59
6.9    Title to Properties . . . . . . . . . . . . . . . . . . 59
6.10   Taxes . . . . . . . . . . . . . . . . . . . . . . . . . 59
6.11   Financial Condition . . . . . . . . . . . . . . . . . . 60
6.12   Environmental Matters . . . . . . . . . . . . . . . . . 60
6.13   Regulated Entities. . . . . . . . . . . . . . . . . . . 60
6.14   No Burdensome Restrictions. . . . . . . . . . . . . . . 60
6.15   Copyrights, Patents, Trademarks and Licenses, etc.  . . 61
6.16   Subsidiaries. . . . . . . . . . . . . . . . . . . . . . 61
6.17   Insurance . . . . . . . . . . . . . . . . . . . . . . . 61
6.18   Swap Obligations. . . . . . . . . . . . . . . . . . . . 61
6.19   Full Disclosure . . . . . . . . . . . . . . . . . . . . 61
6.20   CooperSmith Acquisition . . . . . . . . . . . . . . . . 61

                              ARTICLE VII

                         AFFIRMATIVE COVENANTS

7.1    Financial Statements. . . . . . . . . . . . . . . . . . 62
7.2    Certificates; Other Information . . . . . . . . . . . . 63
7.3    Notices . . . . . . . . . . . . . . . . . . . . . . . . 63
7.4    Preservation of Corporate Existence, Etc. . . . . . . . 64
7.5    Maintenance of Property . . . . . . . . . . . . . . . . 65
7.6    Insurance . . . . . . . . . . . . . . . . . . . . . . . 65
7.7    Payment of Obligations. . . . . . . . . . . . . . . . . 65
7.8    Compliance with Laws. . . . . . . . . . . . . . . . . . 65
7.9    Compliance with ERISA . . . . . . . . . . . . . . . . . 65
7.10   Inspection of Property and Books and Records. . . . . . 65
7.11   Environmental Laws. . . . . . . . . . . . . . . . . . . 66
7.12   Use of Proceeds . . . . . . . . . . . . . . . . . . . . 66
7.13   Further Assurances. . . . . . . . . . . . . . . . . . . 66

                                    iii
<PAGE> 5

                          TABLE OF CONTENTS
<CAPTION>
SECTION                                                       Page

                              ARTICLE VIII

                           NEGATIVE COVENANTS

<C>    <S>                                                     <C>
8.1    Financial Condition Covenants . . . . . . . . . . . . . 66
       (a) Leverage Ratio. . . . . . . . . . . . . . . . . . . 66
       (b) Interest Coverage Ratio . . . . . . . . . . . . . . 66
8.2    Limitation on Liens . . . . . . . . . . . . . . . . . . 67
8.3    Disposition of Assets . . . . . . . . . . . . . . . . . 68
8.4    Consolidations and Mergers. . . . . . . . . . . . . . . 69
8.5    Loans and Investments . . . . . . . . . . . . . . . . . 69
8.6    Limitation on Foreign Subsidiary Indebtedness . . . . . 70
8.7    Transactions with Affiliates. . . . . . . . . . . . . . 70
8.8    Use of Proceeds . . . . . . . . . . . . . . . . . . . . 71
8.9    Swap Contracts. . . . . . . . . . . . . . . . . . . . . 71
8.10   Guarantors. . . . . . . . . . . . . . . . . . . . . . . 71
8.11   Restricted Payments . . . . . . . . . . . . . . . . . . 71
8.12   ERISA . . . . . . . . . . . . . . . . . . . . . . . . . 72
8.13   Change in Business. . . . . . . . . . . . . . . . . . . 72
8.14   Accounting Changes. . . . . . . . . . . . . . . . . . . 72

                              ARTICLE IX

                           EVENTS OF DEFAULT

9.1    Event of Default. . . . . . . . . . . . . . . . . . . . 72
       (a) Non-Payment . . . . . . . . . . . . . . . . . . . . 72
       (b) Representation or Warranty. . . . . . . . . . . . . 72
       (c) Specific Defaults . . . . . . . . . . . . . . . . . 72
       (d) Other Defaults. . . . . . . . . . . . . . . . . . . 73
       (e) Cross-Default . . . . . . . . . . . . . . . . . . . 73
       (f) Insolvency; Voluntary Proceedings . . . . . . . . . 73
       (g) Involuntary Proceedings . . . . . . . . . . . . . . 73
       (h) ERISA . . . . . . . . . . . . . . . . . . . . . . . 73
       (i) Judgments . . . . . . . . . . . . . . . . . . . . . 74
       (j) Change of Control . . . . . . . . . . . . . . . . . 74
       (k) Guarantor Defaults. . . . . . . . . . . . . . . . . 74
9.2    Remedies. . . . . . . . . . . . . . . . . . . . . . . . 74
9.3    Rights Not Exclusive. . . . . . . . . . . . . . . . . . 75

                                    iv
<PAGE> 6

                          TABLE OF CONTENTS
<CAPTION>
SECTION                                                       Page

                              ARTICLE X

                     THE ADMINISTRATIVE AGENT

<C>    <S>                                                     <C>
10.1   Appointment and Authorization; "Administrative
       Agent". . . . . . . . . . . . . . . . . . . . . . . . . 75
10.2   Delegation of Duties. . . . . . . . . . . . . . . . . . 76
10.3   Liability of Administrative Agent . . . . . . . . . . . 76
10.4   Reliance by Administrative Agent. . . . . . . . . . . . 76
10.5   Notice of Default . . . . . . . . . . . . . . . . . . . 77
10.6   Credit Decision . . . . . . . . . . . . . . . . . . . . 77
10.7   Indemnification of Administrative Agent . . . . . . . . 78
10.8   Administrative Agent in Individual Capacity . . . . . . 78
10.9   Successor Administrative Agent. . . . . . . . . . . . . 79
10.10  Withholding Tax . . . . . . . . . . . . . . . . . . . . 79
10.11  Co-Agents . . . . . . . . . . . . . . . . . . . . . . . 80

                              ARTICLE XI

                            MISCELLANEOUS

11.1   Amendments and Waivers. . . . . . . . . . . . . . . . . 81
11.2   Notices . . . . . . . . . . . . . . . . . . . . . . . . 82
11.3   No Waiver; Cumulative Remedies. . . . . . . . . . . . . 82
11.4   Costs and Expenses. . . . . . . . . . . . . . . . . . . 83
11.5   Company Indemnification . . . . . . . . . . . . . . . . 83
11.6   Payments Set Aside. . . . . . . . . . . . . . . . . . . 84
11.7   Successors and Assigns. . . . . . . . . . . . . . . . . 84
11.8   Assignments, Participations, etc. . . . . . . . . . . . 84
11.9   Confidentiality . . . . . . . . . . . . . . . . . . . . 86
11.10  Set-off . . . . . . . . . . . . . . . . . . . . . . . . 86
11.11  Notification of Addresses, Lending Offices, Etc.. . . . 87
11.12  Counterparts. . . . . . . . . . . . . . . . . . . . . . 87
11.13  Severability. . . . . . . . . . . . . . . . . . . . . . 87
11.14  No Third Parties Benefited. . . . . . . . . . . . . . . 87
11.15  Governing Law and Jurisdiction. . . . . . . . . . . . . 87
11.16  Waiver of Jury Trial. . . . . . . . . . . . . . . . . . 88
11.17  Entire Agreement. . . . . . . . . . . . . . . . . . . . 88
11.18  Amendment and Restatement; Return of Notes. . . . . . . 88
</TABLE>

                                    v
<PAGE> 7

SCHEDULES

Schedule 2.1     Commitments and Pro Rata Shares
Schedule 3.3     Existing Letters of Credit
Schedule 6.5     Litigation
Schedule 6.7     ERISA
Schedule 6.11    Material Liabilities
Schedule 6.12    Environmental Matters
Schedule 6.16    Subsidiaries and Minority Interests
Schedule 8.2     Permitted Liens
Schedule 11.2    Lending Offices; Addresses for Notices


EXHIBITS

Exhibit A        Form of Notice of Committed Borrowing
Exhibit B        Form of Notice of Conversion/Continuation
Exhibit C        Form of Competitive Bid Request
Exhibit D        Form of Invitation for Competitive Bid
Exhibit E        Form of Competitive Bid
Exhibit F        Form of Guaranty
Exhibit G        Form of Compliance Certificate
Exhibit H        Form of Opinion of Counsel to the Company and
                 the Guarantors
Exhibit I        Form of Opinion of Special Counsel to the
                 Administrative Agent
Exhibit J        Form of Assignment and Acceptance
Exhibit K        Form of Promissory Note
Exhibit L        Form of Request for Extension of Termination
                 Date
Exhibit M        Form of Request for Increase in Commitments
Exhibit N        Form of Notice of Swing Line Loan

                                    vi
<PAGE> 8

                 SECOND AMENDED AND RESTATED CREDIT AGREEMENT


     This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered
into as of October 3, 1997, among THE EARTHGRAINS COMPANY, a
Delaware corporation (the "Company"), the several financial
                           -------
institutions from time to time party to this Agreement
(collectively the "Lenders"; individually each a "Lender"), BANK
                   -------                        ------
OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as swing line
lender and letter of credit issuing lender, and BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, as administrative agent
for the Lenders.

     WHEREAS, the Company, various lenders and Bank of America
National Trust and Savings Association, as administrative agent,
have entered into an Amended and Restated Credit Agreement dated
as of April 30, 1997 (the "Existing Credit Agreement"); and
                           -------------------------

     WHEREAS, the parties hereto desire to amend and restate the
Existing Credit Agreement in its entirety pursuant hereto;

     NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, the parties hereto
agree that the Existing Credit Agreement shall be amended and
restated in its entirety to read as follows:


                                  ARTICLE I

                                  DEFINITIONS

     1.1  Certain Defined Terms.  The following terms have the
          ---------------------
following meanings:

          Absolute Rate - see subsection 2.6(c)(ii)(C).
          -------------       ------------------------

          Acquisition means any transaction or series of related
          -----------
     transactions for the purpose of or resulting, directly or
     indirectly, in (a) the acquisition of all or substantially
     all of the assets of a Person, or of any business or
     division of a Person, (b) the acquisition of in excess of
     50% of the capital stock, partnership interests, membership
     interests or equity of any Person, or otherwise causing any
     Person to become a Subsidiary, or (c) a merger or
     consolidation or any other combination with another Person
     (other than a Person that is a Subsidiary) provided that the
     Company or the Subsidiary is the surviving entity.

          Adjusted Pro Rata Share means for any Lender at any
          -----------------------
     time the proportion (expressed as a decimal, rounded to the
     ninth decimal place) which such Lender's Commitment


<PAGE> 9

     constitutes of the combined Commitments (or, after the
     Commitments have terminated, which (i) the principal amount
     of such Lender's Loans plus (without duplication) the
                            ----
     participation of such Lender in (or in the case of an
     Issuing Lender or the Swing Line Lender, its unparticipated
     portion of) the Effective Amount of all L/C Obligations and
     the principal amount of all Swing Line Loans constitutes of
     (ii) the aggregate principal amount of all Loans plus
                                                      ----
     (without duplication) the Effective Amount of all L/C
     Obligations).

          Administrative Agent means BofA in its capacity as
          --------------------
     agent for the Lenders hereunder, and any successor agent
     arising under Section 10.9.
                   ------------

          Administrative Agent-Related Persons means BofA and any
          ------------------------------------
     successor agent arising under Section 10.9 and any successor
                                   ------------
     letter of credit issuing bank hereunder, together with their
     respective Affiliates (including, in the case of BofA, the
     Arranger), and the officers, directors, employees, agents
     and attorneys-in-fact of such Persons and Affiliates.

          Administrative Agent's Payment Office means the address
          -------------------------------------
     for payments set forth on Schedule 11.2 or such other
                               -------------
     address as the Administrative Agent may from time to time
     specify.

          Affiliate means, as to any Person, any other Person
          ---------
     which, directly or indirectly, is in control of, is
     controlled by, or is under common control with such Person.
     A Person shall be deemed to control another Person if the
     controlling Person possesses, directly or indirectly, the
     power to direct or cause the direction of the management and
     policies of the other Person, whether through the ownership
     of voting securities or membership interests, by contract or
     otherwise.

          Agreement means this Amended and Restated Credit
          ---------
     Agreement.

          Anheuser-Busch means Anheuser-Busch Companies, Inc., a
          --------------
     Delaware corporation.

          Applicable Margin means, with respect to any Offshore
          -----------------
     Rate Committed Loan (and with respect to the L/C Fee Rate),
     (a) initially, 0.20% per annum, and (b) beginning on any
     date on which the Applicable Margin is to be adjusted
     pursuant to the sentence following the table below, the rate
     per annum set forth in the table below opposite the
     applicable Leverage Ratio:

                                    2
<PAGE> 10

<TABLE>
<CAPTION>
                                         Applicable
          Leverage Ratio                   Margin
          --------------                 ----------
<S>                                        <C>
          Less than 0.25 to 1              0.170%

          Greater than or equal            0.200%
          to 0.25 to 1 but less
          than 0.35 to 1

          Greater than or equal            0.225%
          to 0.35 to 1 but less
          than 0.45 to 1

          Greater than or equal            0.300%
          to 0.45 to 1 but less
          than 0.55 to 1

          Greater than or equal            0.375%
          to 0.55 to 1
</TABLE>

     The Applicable Margin for all Offshore Rate Committed Loans
     (and for purposes of the L/C Fee Rate) shall be adjusted, to
     the extent applicable, 56 days (or, in the case of the last
     fiscal quarter of any year, 101 days) after the end of each
     fiscal quarter, based on the Leverage Ratio as of last day
     of such fiscal quarter; it being understood that if the
                             -------------------
     Company fails to deliver the financial statements required
     by subsection 7.1(a) or 7.1(b), as applicable, and the
        -----------------    ------
     related Compliance Certificate required by subsection 7.2(a)
                                                -----------------
     by the 56th day (or, if applicable, the 101st day) after any
     fiscal quarter, the Applicable Margin shall be 0.375% until
     such financial statements and Compliance Certificate are
     delivered.

          Arranger means BancAmerica Robertson Stephens, a
          --------
     Delaware corporation.

          Assignee - see subsection 11.8(a).
          --------       ------------------

          Assignment and Acceptance - see subsection 11.8(a).
          -------------------------       ------------------

          Attorney Costs means and includes all reasonable fees
          --------------
     and disbursements of any law firm or other external counsel
     and, without duplication, the allocated cost of internal
     legal services and all reasonable disbursements of internal
     counsel.

          Bankruptcy Code means the Federal Bankruptcy Reform Act
          ---------------
     of 1978 (11 U.S.C. Section 101, et seq.).
                                     ------

                                    3
<PAGE> 11

          Base Rate means, for any day, the higher of:  (a)
          ---------
     0.50% per annum above the latest Federal Funds Rate; and (b)
     the rate of interest in effect for such day as publicly
     announced from time to time by BofA in San Francisco,
     California, as its "reference rate."  (The "reference rate"
     is a rate set by BofA based upon various factors including
     BofA's costs and desired return, general economic conditions
     and other factors, and is used as a reference point for
     pricing some loans, which may be priced at, above or below
     such announced rate.)  Any change in the reference rate
     announced by BofA shall take effect at the opening of
     business on the day specified in the public announcement of
     such change.

          Base Rate Committed Loan means a Committed Loan, or an
          ------------------------
     L/C Advance, that bears interest based on the Base Rate.

          Bid Borrowing means a Borrowing hereunder consisting of
          -------------
     one or more Bid Loans made to the Company on the same day by
     one or more Lenders.

          Bid Loan means a Loan by a Lender to the Company under
          --------
     Section 2.6.
     -----------

          BofA means Bank of America National Trust and Savings
          ----
     Association, a national banking association.

          Borrowing means a borrowing hereunder consisting of
          ---------
     Committed Loans of the same Type, or Bid Loans, made to the
     Company on the same day by one or more Lenders under Article
                                                          -------
     II and, other than in the case of Base Rate Committed Loans,
     --
     having the same Interest Period.  A Borrowing may be a Bid
     Borrowing or a Committed Borrowing.

          Borrowing Date means any date on which a Borrowing
          --------------
     occurs under Section 2.3 or 2.6 or a Swing Line Loan is made
                  -----------    ---
     under Section 2.20.
           ------------

          Business Day means any day other than a Saturday,
          ------------
     Sunday or other day on which commercial banks in New York
     City, Chicago or San Francisco are authorized or required by
     law to close and, if the applicable Business Day relates to
     any Offshore Rate Committed Loan, means such a day on which
     dealings are carried on in the offshore dollar interbank
     market.

          Capital Adequacy Regulation means any guideline,
          ---------------------------
     request or directive of any central bank or other
     Governmental Authority, or any other law, rule or
     regulation, whether or not having the force of law, in each

                                    4
<PAGE> 12

     case, regarding capital adequacy of any bank or of any
     corporation controlling a bank.

          Cash Collateralize means to pledge and deposit with or
          ------------------
     deliver to the Administrative Agent, for the benefit of the
     Administrative Agent, the Issuing Lenders and the Lenders,
     as collateral for the L/C Obligations, cash or deposit
     account balances pursuant to documentation in form and
     substance satisfactory to the Administrative Agent and the
     Required Lenders.  Derivatives of such term shall have
     corresponding meanings.  Cash collateral shall be maintained
     in blocked accounts at BofA or, with BofA's consent, the
     applicable Issuing Lender.

          Change of Control means any of the following events:
          -----------------

          (a)  any Person or group (within the meaning of Rule
     13d-5 of the SEC under the Securities Exchange Act of 1934
     as in effect on the date hereof) shall become the Beneficial
     Owner (as defined in Rule 13d-3 of the SEC under the
     Securities Exchange Act of 1934 as in effect on the date
     hereof) of 25% or more of the capital stock or other equity
     interests of the Company the holders of which are entitled
     under ordinary circumstances (irrespective of whether at the
     time the holders of such stock or other equity interests
     shall have or might have voting power by reason of the
     happening of any contingency) to vote for the election of
     the directors of the Company;

          (b)  a majority of the members of the Board of
     Directors of the Company shall cease to be Continuing
     Members; or

          (c)  any event or condition relating to a change of
     control of the Company shall occur which requires, or
     permits the holder or holders (or any agent or trustee
     therefor) of any Indebtedness of the Company or any
     Subsidiary to require, the purchase or repurchase prior to
     its expressed maturity of any Indebtedness of the Company or
     any Subsidiary in an aggregate principal amount (for all
     such Indebtedness) of $30,000,000 or more.

          Code means the Internal Revenue Code of 1986, and
          ----
     regulations promulgated thereunder.

          Commitment - see Section 2.1.  As of the Effective
          ----------       -----------
     Date, the amount of the combined Commitments of all Lenders
     is $450,000,000.

                                    5
<PAGE> 13

          Committed Borrowing means a Borrowing hereunder
          -------------------
     consisting of Committed Loans made by the Lenders ratably
     according to their respective Pro Rata Shares.

          Committed Loan means a Loan by a Lender to the Company
          --------------
     under Section 2.1, which may be a Base Rate Committed Loan
           -----------
     or an Offshore Rate Committed Loan (each a "Type" of
                                                 ----
     Committed Loan).

          Company - see the Preamble.
          -------           --------

          Competitive Bid means an offer by a Lender to make a
          ---------------
     Bid Loan in accordance with subsection 2.6(c).
                                 -----------------

          Competitive Bid Request - see subsection 2.6(a).
          -----------------------       -----------------

          Compliance Certificate means a certificate
          ----------------------
     substantially in the form of Exhibit G.
                                  ---------

          Computation Period means any period of four consecutive
          ------------------
     fiscal quarters ending on the last day of a fiscal quarter.

          Consolidated Total Assets means the consolidated total
          -------------------------
     assets of the Company and its Subsidiaries.

          Contingent Obligation means, as to any Person, any
          ---------------------
     direct or indirect liability of such Person, whether or not
     contingent, with or without recourse, (a) with respect to
     any Indebtedness, lease, dividend, letter of credit or other
     obligation (the "primary obligations") of another Person
     (the "primary obligor"), including any obligation of such
     Person (i) to purchase, repurchase or otherwise acquire such
     primary obligations or any security therefor, (ii) to
     advance or provide funds for the payment or discharge of any
     such primary obligation, or to maintain working capital or
     equity capital of the primary obligor or otherwise to
     maintain the net worth or solvency or any balance sheet
     item, level of income or financial condition of the primary
     obligor, (iii) to purchase property, securities or services
     primarily for the purpose of assuring the owner of any such
     primary obligation of the ability of the primary obligor to
     make payment of such primary obligation, or (iv) otherwise
     to assure or hold harmless the holder of any such primary
     obligation against loss in respect thereof (each a "Guaranty
                                                         --------
     Obligation"); (b) with respect to any Surety Instrument
     ----------
     issued for the account of such Person or as to which such
     Person is otherwise liable for reimbursement of drawings or
     payments; (c) to purchase any materials, supplies or other
     property from, or to obtain the services of, another Person
     if the relevant contract or other related document or
     obligation requires that payment for such materials,

                                    6
<PAGE> 14

     supplies or other property, or for such services, shall be
     made regardless of whether delivery of such materials,
     supplies or other property is ever made or tendered, or such
     services are ever performed or tendered; or (d) in respect
     of any Swap Contract.  The amount of any Contingent
     Obligation shall (a) in the case of Guaranty Obligations, be
     deemed equal to the stated or determinable amount of the
     primary obligation in respect of which such Guaranty
     Obligation is made or, if not stated or if indeterminable,
     the maximum reasonably anticipated liability in respect
     thereof, and (b) in the case of other Contingent
     Obligations, be equal to the maximum reasonably anticipated
     liability in respect thereof.

          Continuing Member means a member of the Board of
          -----------------
     Directors of the Company who either (a) was a member of the
     Company's Board of Directors on the Effective Date and has
     been such continuously thereafter or (b) became a member of
     such Board of Directors after the Effective Date and whose
     election or nomination for election was approved by a vote
     of the majority of the Continuing Members then members of
     the Company's Board of Directors.

          Contractual Obligation means, as to any Person, any
          ----------------------
     provision of any security issued by such Person or of any
     agreement, undertaking, contract, indenture, mortgage, deed
     of trust or other document to which such Person is a party
     or by which it or any of its property is bound.

          Conversion/Continuation Date means any date on which,
          ----------------------------
     under Section 2.4, the Company (a) converts Committed Loans
           -----------
     of one Type to the other Type or (b) continues Offshore Rate
     Committed Loans for a new Interest Period.

          CooperSmith means CooperSmith, Inc., a Georgia
          -----------
     corporation.

          CooperSmith Acquisition means the Acquisition by
          -----------------------
     Earthgrains Baking Companies, Inc. of the stock of
     CooperSmith pursuant to the CooperSmith Acquisition
     Documents.

          CooperSmith Acquisition Documents means the Stock
          ---------------------------------
     Purchase Agreement dated as July 25, 1997 by and among the
     Company, Earthgrains Baking Companies, Inc., the shareholder
     representative on behalf of the shareholders of CooperSmith
     and CooperSmith.

          Credit Extension means and includes (a) the making of
          ----------------
     any Loan hereunder and (b) the Issuance of any Letter of
     Credit hereunder.

                                    7
<PAGE> 15

          Declining Lender - see subsection 2.16(b).
          ---------------        ------------------

          Dollars, dollars and $ each mean lawful money of the
          -------  -------     -
     United States.

          EBITA means, for any Computation Period, the Company's
          -----
     consolidated earnings from continuing operations for such
     period plus, to the extent deducted in determining such
     earnings, Interest Expense, income taxes, any amortization
     of the goodwill on the Company's balance sheet as of January
     2, 1996, any non-cash special charge taken in the fiscal
     quarter ended March 25, 1997 or thereafter.

          Effective Amount means, with respect to any outstanding
          ----------------
     L/C Obligations on any date, the amount of such L/C
     Obligations on such date after giving effect to any
     Issuances of Letters of Credit occurring on such date, any
     other changes in the aggregate amount of the L/C Obligations
     as of such date, including as a result of any reimbursements
     of outstanding unpaid drawings under any Letter of Credit or
     any reduction in the maximum amount available for drawing
     under Letters of Credit taking effect on such date.

          Effective Date - see Section 5.1.
          --------------       -----------

          Eligible Assignee means (a) a commercial bank organized
          -----------------
     under the laws of the United States, or any state thereof,
     and having a combined capital and surplus of at least
     $100,000,000; (b) a commercial bank organized under the laws
     of any other country which is a member of the Organization
     for Economic Cooperation and Development (the OECD), or a
     political subdivision of any such country, and having a
     combined capital and surplus of at least $100,000,000,
     provided that such bank is acting through a branch or agency
     located in the United States; and (c) a Person that is
     primarily engaged in the business of commercial banking and
     that is (i) a Subsidiary of a Lender, (ii) a Subsidiary of a
     Person of which a Lender is a Subsidiary, or (iii) a Person
     of which a Lender is a Subsidiary.

          Environmental Claims means all claims, however
          --------------------
     asserted, by any Governmental Authority or other Person
     alleging potential liability or responsibility for violation
     of any Environmental Law, or for release or injury to the
     environment.

          Environmental Laws means all federal, state or local
          ------------------
     laws, statutes, common law duties, rules, regulations,
     ordinances and codes, together with all administrative
     orders, directed duties, requests, licenses, authorizations
     and permits of, and agreements with, any Governmental

                                    8
<PAGE> 16

     Authorities, in each case relating to environmental, health,
     safety and land use matters.

          ERISA means the Employee Retirement Income Security Act
          -----
     of 1974, and the regulations promulgated thereunder.

          ERISA Affiliate means any trade or business (whether or
          ---------------
     not incorporated) under common control with the Company
     within the meaning of Section 414(b) or (c) of the Code (and
     Sections 414(m) and (o) of the Code for purposes of
     provisions relating to Section 412 of the Code); provided
                                                      --------
     that "ERISA Affiliate" shall not include Anheuser-Busch or
     any other Person which, as a result of the distribution of
     the stock of the Company by Anheuser-Busch to its
     shareholders, ceased to be, along with the Company, a member
     of a controlled group of corporations or a controlled group
     of trades or businesses, as described in section 414 of the
     Code.

          ERISA Event means (a) a Reportable Event with respect
          -----------
     to a Pension Plan; (b) a withdrawal by the Company or any
     ERISA Affiliate from a Pension Plan subject to Section 4063
     of ERISA during a plan year in which it was a substantial
     employer (as defined in Section 4001(a)(2) of ERISA) or a
     substantial cessation of operations which is treated as such
     a withdrawal; (c) a complete or partial withdrawal by the
     Company or any ERISA Affiliate from a Multiemployer Plan or
     notification that a Multiemployer Plan is in reorganization;
     (d) the filing of a notice of intent to terminate, the
     treatment of a Pension Plan amendment as a termination under
     Section 4041 or 4041A of ERISA, or the commencement of
     proceedings by the PBGC to terminate a Pension Plan or
     Multiemployer Plan; (e) an event or condition which might
     reasonably be expected to constitute grounds under Section
     4042 of ERISA for the termination of, or the appointment of
     a trustee to administer, any Pension Plan or Multiemployer
     Plan; or (f) the imposition of any liability under Title IV
     of ERISA, other than PBGC premiums due but not delinquent
     under Section 4007 of ERISA, upon the Company or any ERISA
     Affiliate.

          Event of Default means any of the events or
          ----------------
     circumstances specified in Section 9.1.
                                -----------

          Existing Credit Agreement - see the Recitals.
          -------------------------           --------

          Existing Letters of Credit means the letters of credit
          --------------------------
     listed on Schedule 3.3.
               ------------

          Existing Offshore Borrowing - see subsection 2.18(a).
          ---------------------------       ------------------

                                    9
<PAGE> 17

          Extension Response Date - see subsection 2.16(a).
          -----------------------       ------------------

          Facility Fee Rate means (a) initially, 0.10% per annum,
          -----------------
     and (b) beginning on any date on which the Facility Fee Rate
     is to be adjusted pursuant to the sentence following the
     table below, the rate per annum set forth in the table below
     opposite the applicable Leverage Ratio:

<TABLE>
<CAPTION>
                                            Facility
          Leverage Ratio                    Fee Rate
          --------------                    --------
<S>                                         <C>
          Less than 0.25 to 1               0.080%

          Greater than or equal             0.100%
          to 0.25 to 1 but less
          than 0.35 to 1

          Greater than or equal             0.125%
          to 0.35 to 1 but less
          than 0.45 to 1.

          Greater than or equal             0.150%
          to 0.45 to 1 but less
          than 0.55 to 1.

          Greater than or equal             0.175%
          to 0.55 to 1
</TABLE>

     The Facility Fee Rate shall be adjusted, to the extent
     applicable, 56 days (or, in the case of the last fiscal
     quarter of any year, 101 days) after the end of each fiscal
     quarter, based on the Leverage Ratio as of the last day of
     such fiscal quarter; it being understood that if the Company
                          -------------------
     fails to deliver the financial statements required by
     subsection 7.1(a) or 7.1(b), as applicable, and the related
     -----------------    ------
     Compliance Certificate required by subsection 7.2(a) by the
                                        -----------------
     56th day (or, if applicable, the 101st day) after any fiscal
     quarter, the Facility Fee Rate shall be 0.175% until such
     financial statements and Compliance Certificate are
     delivered.

          Federal Funds Rate means, for any day, the rate set
          ------------------
     forth in the weekly statistical release designated as
     H.15(519), or any successor publication, published by the
     Federal Reserve Bank of New York (including any such
     successor, "H.15(519)") on the preceding Business Day
     opposite the caption "Federal Funds (Effective)"; or, if for
     any relevant day such rate is not so published on any such
     preceding Business Day, the rate for such day will be the
     arithmetic mean as determined by the Administrative Agent of
     the rates for the last transaction in overnight Federal

                                    10
<PAGE> 18

     funds arranged prior to 9:00 a.m. (New York City time) on
     that day by each of three leading brokers of Federal funds
     transactions in New York City selected by the Administrative
     Agent.

          Finance Subsidiary means a Wholly-Owned Subsidiary
          ------------------
     whose only business activity consists of borrowing funds
     from, or lending funds to, the Company or any other Wholly-
     Owned Subsidiary, and which does not borrow from or lend to
     any other Person.

          Foreign Subsidiary means (i) any Subsidiary which is
          ------------------
     organized under the laws of a jurisdiction other than, and
     conducts substantially all of its business outside, the
     United States and (ii) any Subsidiary organized under the
     laws of the United States or a political subdivision thereof
     and which engages in no business other than the ownership of
     stock of one or more Subsidiaries described in clause (i)
                                                    ----------
     above.

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

          Further Taxes means any and all present or future
          -------------
     taxes, levies, assessments, imposts, duties, deductions,
     fees, withholdings or similar charges (including net income
     taxes and franchise taxes), and all liabilities with respect
     thereto, imposed by any jurisdiction on account of amounts
     payable or paid pursuant to Section 4.1.
                                 -----------

          GAAP means generally accepted accounting principles set
          ----
     forth from time to time in the opinions and pronouncements
     of the Accounting Principles Board and the American
     Institute of Certified Public Accountants and statements and
     pronouncements of the Financial Accounting Standards Board
     (or agencies with similar functions of comparable stature
     and authority within the U.S. accounting profession), which
     are applicable to the circumstances as of the date of
     determination.

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

                                    11
<PAGE> 19

          Guarantor means (a) as of the Effective Date, each of
          ---------
     Earthgrains Baking Companies, Inc., a Delaware corporation,
     and Earthgrains Refrigerated Dough Products, Inc., a Texas
     corporation, and (b) thereafter, any Person which is a
     Significant Subsidiary (other than any Foreign Subsidiary)
     and any other Person which executes and delivers a
     counterpart of the Guaranty.

          Guaranty means a guaranty substantially in the form of
          --------
     Exhibit F.
     ---------

          Guaranty Obligation has the meaning specified in the
          -------------------
     definition of Contingent Obligation.

          Honor Date has the meaning specified in subsection
          ----------                              ----------
     3.3(c).
     ------

          Indebtedness of any Person means, without duplication,
          ------------
     (a) all indebtedness of such Person for borrowed money; (b)
     all obligations issued, undertaken or assumed by such Person
     as the deferred purchase price of property or services
     (other than trade payables entered into in the ordinary
     course of business on ordinary terms); (c) all reimbursement
     or payment obligations of such Person with respect to Surety
     Instruments; (d) all obligations of such Person evidenced by
     notes, bonds, debentures or similar instruments; (e) all
     indebtedness of such Person created or arising under any
     conditional sale or other title retention agreement, or
     incurred as financing, in either case with respect to
     property acquired by such Person (even though the rights and
     remedies of the seller or lender under such agreement in the
     event of default are limited to repossession or sale of such
     property); (f) all obligations of such Person with respect
     to capital leases which should be recorded on a balance
     sheet of such Person in accordance with GAAP; (g) all
     indebtedness of the types referred to in clauses (a) through
                                              -----------
     (f) above secured by (or for which the holder of such
     ---
     indebtedness has an existing right, contingent or otherwise,
     to be secured by) any Lien upon or in property (including
     accounts and contracts rights) owned by such Person, even
     though such Person has not assumed or become liable for the
     payment of such Indebtedness, provided that the amount of
     any such Indebtedness shall be deemed to be the lesser of
     the face principal amount thereof and the fair market value
     of the property subject to such Lien; and (i) all Guaranty
     Obligations of such Person in respect of indebtedness or
     obligations of others.  For all purposes of this Agreement,
     the Indebtedness of any Person shall include all
     Indebtedness of any partnership or joint venture in which
     such Person is a general partner or a joint venturer (other

                                    12
<PAGE> 20

     than any such Indebtedness which is expressly non-recourse
     to such Person).

          Indemnified Liabilities - see Section 11.5.
          -----------------------       ------------

          Indemnified Person - see Section 11.5.
          ------------------       ------------

          Independent Auditor - see subsection 7.1(a).
          -------------------       -----------------

          Insolvency Proceeding means, with respect to any
          ---------------------
     Person, (a) any case, action or proceeding with respect to
     such Person before any court or other Governmental Authority
     relating to bankruptcy, reorganization, insolvency,
     liquidation, receivership, dissolution, winding-up or relief
     of debtors or (b) any general assignment for the benefit of
     creditors, composition, marshalling of assets for creditors,
     or other, similar arrangement in respect of its creditors
     generally or any substantial portion of its creditors; in
     each case undertaken under any U.S. Federal, state or
     foreign law, including the Bankruptcy Code.

          Interest Coverage Ratio means, for any Computation
          -----------------------
     Period, the ratio of (a) EBITA for such Computation Period,
     to (b) Interest Expense for such Computation Period.

          Interest Expense means for any period the consolidated
          ----------------
     interest expense of the Company and its Subsidiaries for
     such period (including all imputed interest on capital
     leases).

          Interest Payment Date means, as to any Loan other than
          ---------------------
     a Base Rate Committed Loan or Swing Line Loan, the last day
     of each Interest Period applicable to such Loan and, as to
     any Base Rate Committed Loan or Swing Line Loan, the last
     Business Day of each calendar quarter, provided that if any
                                            --------
     Interest Period for an Offshore Rate Committed Loan exceeds
     three months, each three-month anniversary of the first day
     of such Interest Period also shall be an Interest Payment
     Date.

          Interest Period means, (a) as to any Offshore Rate
          ---------------
     Committed Loan, the period commencing on the Borrowing Date
     of such Loan or on the Conversion/Continuation Date on which
     such Loan is converted into or continued as an Offshore Rate
     Committed Loan, and ending on the date one, two, three, six
     or, if available to all Lenders, nine or twelve months
     thereafter as selected by the Company in its Notice of
     Committed Borrowing or Notice of Conversion/Continuation, as
     the case may be; and (b) as to any Bid Loan, a period not
     less than 7 days and not more than 180 days as selected by

                                    13
<PAGE> 21

     the Company in the applicable Competitive Bid Request;
     provided that:
     --------

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

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

               (iii)  no Interest Period for any Loan shall
          extend beyond the Termination Date.

          Invitation for Competitive Bids means a solicitation
          -------------------------------
     for Competitive Bids, substantially in the form of Exhibit
                                                        -------
     D.
     -

          IRS means the Internal Revenue Service, and any
          ---
     Governmental Authority succeeding to any of its principal
     functions under the Code.

          Issuance Date has the meaning specified in subsection
          -------------                              ----------
     3.1(a).
     ------

          Issue means, with respect to any Letter of Credit, to
          -----
     issue or to extend the expiry of, or to renew or increase
     the amount of, such Letter of Credit; and the terms
     "Issued," "Issuing" and "Issuance" have corresponding
      ------    -------       --------
     meanings.

          Issuing Lender means each of BofA in its capacity as
          --------------
     issuer of one or more Letters of Credit hereunder, together
     with (i) any replacement letter of credit issuer arising
     under subsection 10.1(b) or Section 10.9 and (ii) any other
           ------------------    ------------
     Lender or any Affiliate of a Lender which the Administrative
     Agent and the Company have approved in writing as an
     "Issuing Lender" hereunder.

          L/C Advance means each Lender's participation in any
          -----------
     L/C Borrowing in accordance with its Pro Rata Share.

                                    14
<PAGE> 22

          L/C Amendment Application means an application form for
          -------------------------
     amendment of an outstanding standby letter of credit as
     shall at any time be in use by the applicable Issuing
     Lender, as such Issuing Lender shall request.

          L/C Application means an application form for issuance
          ---------------
     of a standby letter of credit as shall at any time be in use
     by the applicable Issuing Lender, as such Issuing Lender
     shall request.

          L/C Borrowing means an extension of credit resulting
          -------------
     from a drawing under any Letter of Credit which shall not
     have been reimbursed on the date when made nor converted
     into a Borrowing of Committed Loans under subsection 3.3(d).
                                               -----------------

          L/C Commitment means the commitment of the Issuing
          --------------
     Lenders to Issue, and the commitment of the Lenders
     severally to participate in, Letters of Credit from time to
     time Issued or outstanding under Article III (including the
                                      -----------
     Existing Letters of Credit) in an aggregate amount not to
     exceed on any date the lesser of $85,000,000 and the
     combined Commitments; it being understood that the L/C
     Commitment is a part of the combined Commitments rather than
     a separate, independent commitment.

          L/C Fee Rate means, at any time, the Applicable Margin;
          ------------
     provided that upon notice to the Company from the
     Administrative Agent (acting at the request or with the
     consent of the Required Lenders) during the existence of any
     Event of Default, and for so long as such Event of Default
     continues, such rate shall be increased by 2%.

          L/C Obligations means at any time the sum of (a) the
          ---------------
     aggregate undrawn amount of all Letters of Credit then
     outstanding, plus (b) the amount of all unreimbursed
     drawings under all Letters of Credit, including all
     outstanding L/C Borrowings.

          L/C-Related Documents means the Letters of Credit, the
          ---------------------
     L/C Applications, the L/C Amendment Applications and any
     other document relating to any Letter of Credit, including
     any of the applicable Issuing Lender's standard form
     documents for letter of credit issuances.

          Lender - see the Preamble.  References to the "Lenders"
          ------           --------
     shall include BofA in its capacity as Swing Line Lender and
     each Issuing Lender in its capacity as such; for purposes of
     clarification only, to the extent that the Swing Line Lender
     or any Issuing Lender may have any rights or obligations in
     addition to those of the other Lenders due to its status as

                                    15
<PAGE> 23

     Swing Line Lender or Issuing Lender, its status as such will
     be specifically referenced.

          Lending Office means, as to any Lender, the office or
          --------------
     offices of such Lender specified as its "Lending Office" or
     "Domestic Lending Office" or "Offshore Lending Office", as
     the case may be, on Schedule 11.2, or such other office or
                         -------------
     offices as such Lender may from time to time notify the
     Company and the Administrative Agent.

          Letter of Credit means any standby letter of credit
          ----------------
     Issued by an Issuing Lender pursuant to Article III
                                             -----------
     (including any Existing Letter of Credit).

          Leverage Ratio means at any time the ratio of (a) Total
          --------------
     Indebtedness to (b) the sum of Total Indebtedness plus the
     Company's shareholders' equity.

          Lien means any security interest, mortgage, deed of
          ----
     trust, pledge, hypothecation, assignment, charge or deposit
     arrangement, encumbrance, lien (statutory or other) or
     preferential arrangement of any kind or nature whatsoever in
     respect of any property (including those created by, arising
     under or evidenced by any conditional sale or other title
     retention agreement, the interest of a lessor under a
     capital lease, or any financing lease having substantially
     the same economic effect as any of the foregoing, but not
     including the interest of a lessor under an operating
     lease).

          Loan means an extension of credit by a Lender to the
          ----
     Company under Article II or Article III in the form of a
                   ----------    -----------
     Committed Loan, Bid Loan, Swing Line Loan or L/C Advance.

          Loan Documents means this Agreement, any Notes, the
          --------------
     L/C-Related Documents, the Guaranty and all other documents
     delivered to the Administrative Agent or any Lender in
     connection herewith.

          Margin Stock means "margin stock" as such term is
          ------------
     defined in Regulation G, T, U or X of the FRB.

          Material Adverse Effect means a material adverse change
          -----------------------
     in, or a material adverse effect upon, the operations,
     business, properties, assets, condition (financial or
     otherwise) or prospects of the Company and its Subsidiaries
     taken as a whole.

          Multiemployer Plan means a "multiemployer plan", within
          ------------------
     the meaning of Section 4001(a)(3) of ERISA, with respect to

                                    16
<PAGE> 24

     which the Company or any ERISA Affiliate may have any
     liability.

          Note means a promissory note executed by the Company in
          ----
     favor of a Lender pursuant to subsection 2.2(b), in
                                   -----------------
     substantially the form of Exhibit K.
                               ---------

          Notice of Committed Borrowing means a notice in
          -----------------------------
     substantially the form of Exhibit A.
                               ---------

          Notice of Conversion/Continuation means a notice in
          ---------------------------------
     substantially the form of Exhibit B.
                               ---------

          Notice of Swing Line Loan means a notice substantially
          -------------------------
     in the form of Exhibit N.
                    ---------

          Obligations means all advances, debts, liabilities,
          -----------
     obligations, covenants and duties arising under any Loan
     Document owing by the Company to any Lender, the
     Administrative Agent or any other Indemnified Person,
     whether direct or indirect (including those acquired by
     assignment), absolute or contingent, due or to become due,
     or now existing or hereafter arising.

          Offshore Rate means, for any Interest Period, with
          -------------
     respect to Offshore Rate Committed Loans comprising part of
     the same Borrowing, the rate of interest per annum (rounded
     upward to the next 1/16th of 1%) determined by the
     Administrative Agent as follows:

     Offshore Rate =                IBOR
                     ------------------------------------
                     1.00 - Eurodollar Reserve Percentage

     Where,

               "Eurodollar Reserve Percentage" means for any day
                -----------------------------
          for any Interest Period the maximum reserve percentage
          (expressed as a decimal, rounded upward, if necessary,
          to an integral multiple of 1/100th of 1%) in effect on
          such day (whether or not applicable to any Lender)
          under regulations issued from time to time by the FRB
          for determining the maximum reserve requirement
          (including any emergency, supplemental or other
          marginal reserve requirement) with respect to
          Eurocurrency funding (currently referred to as
          "Eurocurrency liabilities"); and

               "IBOR" means the rate of interest per annum
                ----
          determined by the Administrative Agent to be the
          arithmetic mean (rounded upward, if necessary, to an
          integral multiple of 1/16th of 1%) of the rates of

                                    17
<PAGE> 25

          interest per annum notified to the Administrative Agent
          by each Reference Lender as the rate of interest at
          which dollar deposits in the approximate amount of the
          amount of the Loan to be made or continued as, or
          converted into, an Offshore Rate Committed Loan by such
          Reference Lender and having a maturity comparable to
          such Interest Period would be offered to prime banks in
          the offshore dollar interbank market at their request
          at approximately 11:00 a.m. (Chicago time) two Business
          Days prior to the commencement of such Interest Period.

     The Offshore Rate shall be adjusted automatically as to all
     Offshore Rate Committed Loans then outstanding as of the
     effective date of any change in the Eurodollar Reserve
     Percentage.

          Offshore Rate Committed Loan means a Committed Loan
          ----------------------------
     that bears interest based on the Offshore Rate.

          Organization Documents means (i) for any corporation,
          ----------------------
     the certificate of incorporation, the bylaws, any
     certificate of determination or instrument relating to the
     rights of preferred shareholders of such corporation, any
     shareholder rights agreement, and all applicable resolutions
     of the board of directors (or any committee thereof) of such
     corporation, (ii) for any partnership or joint venture, the
     partnership or joint venture agreement and any other
     organizational document of such entity, (iii) for any
     limited liability company, the certificate or articles of
     organization, the operating agreement and any other
     organizational document of such limited liability company,
     (iv) for any trust, the declaration of trust, the trust
     agreement and any other organizational document of such
     trust and (v) for any other entity, the document or
     agreement pursuant to which such entity was formed and any
     other organizational document of such entity.

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

          Participant - see subsection 11.8(d).
          -----------       ------------------

          Payment Sharing Notice means a written notice from the
          ----------------------
     Company or any Lender informing the Administrative Agent
     that an Event of Default has occurred and is continuing and
     directing the Administrative Agent to allocate payments

                                    18
<PAGE> 26

     received from the Company in accordance with subsection
                                                  ----------
     2.15(b).
     -------

          PBGC means the Pension Benefit Guaranty Corporation, or
          ----
     any Governmental Authority succeeding to any of its
     principal functions under ERISA.

          Pension Plan means a pension plan (as defined in
          ------------
     Section 3(2) of ERISA) subject to Title IV of ERISA, other
     than a Multiemployer Plan, with respect to which the Company
     or any ERISA Affiliate may have any liability.

          Permitted Liens - see Section 8.2.
          ---------------       -----------

          Permitted Swap Obligations means all obligations
          --------------------------
     (contingent or otherwise) of the Company or any Subsidiary
     existing or arising under Swap Contracts, provided that such
     obligations are (or were) entered into by such Person in the
     ordinary course of business for the purpose of directly
     mitigating risks associated with (a) raw materials
     purchases, (b) interest or currency exchange rates, (c)
     operating expenses or other anticipated obligations of such
     Person, (d) other liabilities, commitments or assets held or
     reasonably anticipated by such Person or (e) changes in the
     value of securities issued by such Person in conjunction
     with a securities repurchase program not otherwise
     prohibited hereunder.

          Person means an individual, partnership, corporation,
          ------
     limited liability company, business trust, joint stock
     company, trust, unincorporated association, joint venture or
     Governmental Authority.

          Plan means an employee benefit plan (as defined in
          ----
     Section 3(3) of ERISA), other than a Multiemployer Plan,
     with respect to which the Company or any ERISA Affiliate may
     have any liability, and includes any Pension Plan.

          Pro Rata Share means for any Lender at any time the
          --------------
     proportion (expressed as a decimal, rounded to the ninth
     decimal place) which such Lender's Commitment constitutes of
     the combined Commitments (or, after the Commitments have
     terminated, which (i) the principal amount of such Lender's
     Committed Loans plus (without duplication) the participation
                     ----
     of such Lender in (or in the case of an Issuing Lender or
     the Swing Line Lender, the unparticipated portion of) the
     Effective Amount of all L/C Obligations and the principal
     amount of all Swing Line Loans constitutes of (ii) the
     aggregate principal amount of all Committed Loans and Swing
     Line Loans plus (without duplication) the Effective Amount
                ----
     of all L/C Obligations).

                                    19
<PAGE> 27

          Reference Lenders means BofA, The Chase Manhattan Bank
          -----------------
     and Morgan Guaranty Trust Company of New York.

          Reportable Event means, any of the events set forth in
          ----------------
     Section 4043(b) of ERISA or the regulations thereunder,
     other than any such event for which the 30-day notice
     requirement under ERISA has been waived in regulations
     issued by the PBGC.

          Required Lenders means Lenders holding Adjusted Pro
          ----------------
     Rata Shares aggregating 66% or more; provided that if and
     so long as any Lender fails to fund any Committed Loan when
     required by Section 2.21 or Section 3.3 or a participation
                 ------------    -----------
     in a Swing Line Loan or an L/C Borrowing pursuant to
     Section 2.22 or Section 3.3, as the case may be, such
     ------------    -----------
     Lender's Adjusted Pro Rata Share shall be deemed for
     purposes of this definition to be reduced by the percentage
     which the defaulted amount constitutes of the combined
     Commitments (or, if the Commitments have terminated, the
     Total Outstandings), and the Adjusted Pro Rata Share of the
     applicable Issuing Lender or the Swing Line Lender, as the
     case may be, shall be deemed for purposes of this definition
     to be increased by such percentage.

          Requirement of Law means, as to any Person, any law
          ------------------
     (statutory or common), treaty, rule or regulation or
     determination of an arbitrator or of a Governmental
     Authority, in each case applicable to or binding upon such
     Person or any of its property or to which such Person or any
     of its property is subject.

          Responsible Officer means the chief executive officer,
          -------------------
     the president or any vice president of the Company, or any
     other officer having substantially the same authority and
     responsibility; or, with respect to financial matters, the
     chief financial officer or the treasurer of the Company, or
     any other officer having substantially the same authority
     and responsibility.

          SEC means the Securities and Exchange Commission, or
          ---
     any Governmental Authority succeeding to any of its
     principal functions.

          Significant Subsidiary means at any time any Subsidiary
          ----------------------
     which, as of the last day of the most recently ended fiscal
     year, either (a) held more than 10% of Consolidated Total
     Assets or (b) had more than 10% of the consolidated revenues
     of the Company and its Subsidiaries for the fiscal year
     ending on such date (or, in the case of any Subsidiary
     acquired or created during any fiscal year, which would have

                                    20
<PAGE> 28

     met either of such tests on a pro forma basis as of the last
     day of the preceding fiscal year).

          Subsidiary of a Person means any corporation,
          ----------
     association, partnership, limited liability company, joint
     venture or other business entity of which more than 50% of
     the voting stock, membership interests or other equity
     interests is owned or controlled directly or indirectly by
     such Person, or one or more of the Subsidiaries of such
     Person, or a combination thereof.  Unless the context
     otherwise clearly requires, references herein to a
     "Subsidiary" refer to a Subsidiary of the Company.

          Successor Lender - see subsection 2.16(b).
          ----------------       ------------------

          Surety Instruments means all letters of credit
          ------------------
     (including standby and commercial), banker's acceptances,
     bank guaranties, shipside bonds, surety bonds and similar
     instruments.

          Swap Contract means any agreement, whether or not in
          -------------
     writing, relating to any transaction that is a rate swap,
     basis swap, forward rate transaction, commodity swap,
     commodity option, equity or equity index swap or option,
     bond, note or bill option, interest rate option, forward
     foreign exchange transaction, cap, collar or floor
     transaction, currency swap, cross-currency rate swap,
     swaption, currency option or any other, similar transaction
     (including any option to enter into any of the foregoing) or
     any combination of the foregoing, and, unless the context
     otherwise clearly requires, any master agreement relating to
     or governing any or all of the foregoing.

          Swing Line Commitment means the commitment of the Swing
          ---------------------
     Line Lender to make Swing Line Loans hereunder.

          Swing Line Lender means BofA in its capacity as swing
          -----------------
     line lender hereunder, together with any replacement swing
     line lender arising under Section 10.9.
                               ------------

          Swing Line Loan - see Section 2.19.
          ---------------       ------------

          Taxes means any and all present or future taxes,
          -----
     levies, assessments, imposts, duties, deductions, fees,
     withholdings or similar charges, and all liabilities with
     respect thereto, excluding, in the case of each Lender and
     the Administrative Agent, taxes imposed on or measured by
     its net income by the jurisdiction (or any political
     subdivision thereof) under the laws of which such Lender or
     the Administrative Agent, as the case may be, is organized
     or maintains a lending office.

          Temporary Non-Pro Rata Borrowing - see subsection 2.18(b).
          --------------------------------       ------------------

                                    21
<PAGE> 29

          Termination Date means the earlier to occur of:
          ----------------

               (a)  September 30, 2002 (or such later date to
          which the Termination Date may be extended pursuant to
          Section 2.16); and
          ------------

               (b)  the date on which the Commitments terminate
          in accordance with the provisions of this Agreement.

          Total Indebtedness means, at any time, all Indebtedness
          ------------------
     of the Company and its Subsidiaries determined on a
     consolidated basis, excluding contingent obligations with
     respect to letters of credit (other than any letter of
     credit issued for the account of the Company or any
     Subsidiary to support obligations of a Person other than the
     Company or any Subsidiary).

          Total Outstandings means the sum of the aggregate
          ------------------
     principal amount of all outstanding Loans (whether Committed
     Loans, Bid Loans or Swing Line Loans) plus the Effective
     Amount of all L/C Obligations.

          Type has the meaning specified in the definition of
          ----
     "Committed Loan."

          Unfunded Pension Liability means the excess of a
          --------------------------
     Pension Plan's benefit liabilities under Section 4001(a)(16)
     of ERISA, over the current value of such Plan's assets,
     determined in accordance with the assumptions used for
     funding such Pension Plan pursuant to Section 412 of the
     Code for the applicable plan year.

          United States and U.S. each means the United States of
          -------------     ----
     America.

          Unmatured Event of Default means any event or
          --------------------------
     circumstance which, with the giving of notice, the lapse of
     time or both, will (if not cured or otherwise remedied
     during such time) constitute an Event of Default.

          Wholly-Owned Subsidiary means any corporation in which
          -----------------------
     (other than directors' qualifying shares required by law)
     100% of the capital stock of each class having ordinary
     voting power, and 100% of the capital stock of every other
     class, in each case, at the time as of which any
     determination is being made, is owned, beneficially and of
     record, by the Company, or by one or more of the other
     Wholly-Owned Subsidiaries, or both.

     1.2  Other Interpretive Provisions.
          -----------------------------

     (a)  The meanings of defined terms are equally applicable to
the singular and plural forms of the defined terms.

                                    22
<PAGE> 30

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

     (c)  (i)  The term "documents" includes any and all
instruments, documents, agreements, certificates, indentures,
notices and other writings, however evidenced.

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

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

     (d)  Unless otherwise expressly provided herein, (i)
references to agreements (including this Agreement) and other
contractual instruments shall be deemed to include all subsequent
amendments and other modifications thereto, but only to the
extent such amendments and other modifications are not prohibited
by the terms of any Loan Document, and (ii) references to any
statute or regulation are to be construed as including all
statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting the statute or
regulation.

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

     (f)  This Agreement and other Loan Documents may use several
different limitations, tests or measurements to regulate the same
or similar matters.  All such limitations, tests and measurements
are cumulative and shall each be performed in accordance with
their terms.  Unless otherwise expressly provided herein, any
reference to any action of the Administrative Agent, the Lenders
or the Required Lenders by way of consent, approval or waiver
shall be deemed modified by the phrase "in its/their sole
discretion."

     (g)  This Agreement and the other Loan Documents are the
result of negotiations among and have been reviewed by counsel to
the Administrative Agent, the Company and the other parties, and
are the products of all parties.  Accordingly, they shall not be
construed against the Lenders or the Administrative Agent merely
because of the Administrative Agent's or Lenders' involvement in
their preparation.

     1.3  Accounting Principles.
          ---------------------

          (a)  Unless the context otherwise clearly requires, all
accounting terms not expressly defined herein shall be construed,
and all financial computations required under this Agreement
shall be made, in accordance with GAAP, consistently applied;
provided that if the Company notifies the Administrative Agent
--------
that the Company wishes to amend any covenant

                                    23
<PAGE> 31

in Article VIII to eliminate the effect of any change in GAAP on the operation
   ------------
of such covenant (or if the Administrative Agent notifies the Company that the
Required Lenders wish to amend Article VIII for such purpose), then the
                               ------------
Company's compliance with such covenant shall be determined on the basis of
GAAP in effect immediately before the relevant change in GAAP became
effective, until either such notice is withdrawn or such covenant is amended
in a manner satisfactory to the Company and the Required Lenders.

          (b)  References herein to "fiscal year" and "fiscal
quarter" refer to such fiscal periods of the Company.


                              ARTICLE II

                              THE CREDITS

     2.1  Amounts and Terms of Commitments.  Each Lender
          --------------------------------
severally agrees, on the terms and conditions set forth herein,
to make Committed Loans to the Company from time to time on any
Business Day during the period from the Effective Date to the
Termination Date, in an aggregate amount not to exceed at any
time outstanding the amount set forth on Schedule 2.1 (such
                                         ------------
amount, as reduced pursuant to Section 2.7, increased pursuant to
                               -----------
Section 2.17 or changed by one or more assignments under Section
------------                                             -------
11.8, such Lender's "Commitment"); provided, however, that, after
----                 ----------    --------  -------
giving effect to any Committed Borrowing, the Total Outstandings
shall not exceed the combined Commitments; and provided, further,
                                           --- --------  -------
that the aggregate principal amount of the Committed Loans of any
Lender plus the participation of such Lender in the principal
       ----
amount of all outstanding Swing Line Loans and in the Effective
Amount of all L/C Obligations shall not at any time exceed such
Lender's Commitment.  Within the limits of each Lender's
Commitment, and subject to the other terms and conditions hereof,
the Company may borrow under this Section 2.1, prepay under
                                  -----------
Section 2.8 and reborrow under this Section 2.1.
-----------                         -----------

     2.2  Loan Accounts.  (a) The Loans made by each Lender and
          -------------
the Letters of Credit Issued by each Issuing Lender shall be
evidenced by one or more accounts or records maintained by such
Lender or Issuing Lender, as the case may be, in the ordinary
course of business.  The accounts or records maintained by the
Administrative Agent, each Issuing Lender and each Lender shall
be rebuttable presumptive evidence of the amount of the Loans
made by the Lenders to the Company and the Letters of Credit
Issued for the account of the Company, and the interest and
payments thereon.  Any failure so to record or any error in doing
so shall not, however, limit or otherwise affect the obligation
of the Company hereunder to pay any amount owing with respect to
the Loans or any Letter of Credit.

          (b)  Upon the request of any Lender made through the
Administrative Agent, the Loans made by such Lender may be
evidenced by one or more Notes, instead of or in addition to loan
accounts.  Each such Lender shall endorse on the schedules
annexed to its Note(s) the date, amount and maturity of each Loan
evidenced thereby and the amount of

                                    24
<PAGE> 32

each payment of principal made by the Company with respect thereto.  Each such
Lender is irrevocably authorized by the Company to endorse its Note(s) and
each Lender's record shall be rebuttable presumptive evidence of the amount of
the Loans evidenced thereby, and the interest and payments thereon; provided,
                                                                    --------
however, that the failure of a Lender to make, or an error in making, a
-------
notation thereon with respect to any Loan shall not limit or otherwise affect
the obligations of the Company hereunder or under any such Note to such
Lender.

     2.3  Procedure for Committed Borrowing.  (a) Each Committed
          ---------------------------------
Borrowing shall be made upon the Company's irrevocable written
notice delivered to the Administrative Agent in the form of a
Notice of Committed Borrowing, which notice must be received by
the Administrative Agent prior to (i) 10:30 a.m. Chicago time two
Business Days prior to the requested Borrowing Date, in the case
of Offshore Rate Committed Loans, and (ii) 10:30 a.m. Chicago
time on the requested Borrowing Date, in the case of Base Rate
Committed Loans, specifying:

                    (A)  the amount of the Committed Borrowing,
          which shall be in an aggregate amount of $5,000,000 or
          a higher multiple of $500,000;

                    (B)  the requested Borrowing Date, which
          shall be a Business Day;

                    (C)  the Type of Loans comprising such
          Committed Borrowing; and

                    (D)  in the case of Offshore Rate Committed
          Loans, the duration of the initial Interest Period
          applicable to such Loans.

          (b)  The Administrative Agent will promptly notify each
Lender of its receipt of any Notice of Committed Borrowing and of
the amount of such Lender's Pro Rata Share of such Borrowing.

          (c)  Each Lender will make the amount of its Pro Rata
Share of each Committed Borrowing available to the Administrative
Agent for the account of the Company at the Administrative
Agent's Payment Office by 12:00 noon Chicago time on the
Borrowing Date requested by the Company in funds immediately
available to the Administrative Agent.  The proceeds of all such
Loans will then be made available to the Company by the
Administrative Agent by wire transfer in accordance with written
instructions provided to the Administrative Agent by the Company
of like funds as received by the Administrative Agent.

          (d)  After giving effect to any Committed Borrowing,
unless the Administrative Agent otherwise consents, there may not
be more than 12 different Interest Periods in effect for all
Borrowings.

                                    25
<PAGE> 33

     2.4  Conversion and Continuation Elections for Committed
          ---------------------------------------------------
Borrowings.  (a) The Company may, upon irrevocable written notice
----------
to the Administrative Agent in accordance with subsection 2.4(b):
                                               -----------------

               (i)  elect, as of any Business Day, in the case of
     Base Rate Committed Loans, or as of the last day of the
     applicable Interest Period, in the case of Offshore Rate
     Committed Loans, to convert such Loans (or any part thereof
     in an aggregate amount of $5,000,000 or a higher integral
     multiple of $500,000) into Committed Loans of the other
     Type; or

               (ii)  elect, as of the last day of the applicable
     Interest Period, to continue any Offshore Rate Committed
     Loans having Interest Periods expiring on such day (or any
     part thereof in an aggregate amount of $5,000,000 or a
     higher integral multiple of $500,000) for another Interest
     Period;

provided that if at any time the aggregate amount of Offshore
--------
Rate Committed Loans in respect of any Borrowing is reduced, by
payment, prepayment, or conversion of any part thereof, to be
less than $5,000,000, such Offshore Rate Committed Loans shall
automatically convert into Base Rate Committed Loans.

          (b)  The Company shall deliver a Notice of
Conversion/Continuation to be received by the Administrative
Agent not later than 10:30 a.m. Chicago time at least (i) two
Business Days in advance of the Conversion/Continuation Date, if
the Committed Loans are to be converted into or continued as
Offshore Rate Committed Loans; and (ii) on the
Conversion/Continuation Date, if the Committed Loans are to be
converted into Base Rate Committed Loans, specifying:

                    (A)  the proposed Conversion/Continuation
          Date;

                    (B)  the aggregate amount of Committed Loans
          to be converted or continued;

                    (C)  the Type of Committed Loans resulting
          from the proposed conversion or continuation; and

                    (D)  in the case of conversion into or
          continuation of Offshore Rate Committed Loans, the
          duration of the requested Interest Period.

          (c)  If upon the expiration of any Interest Period
applicable to Offshore Rate Committed Loans, the Company has
failed to select timely a new Interest Period to be applicable to
such Offshore Rate Committed Loans, the Company shall be deemed
to have elected to convert such Offshore Rate Committed Loans
into Base Rate Committed Loans effective as of the expiration
date of such Interest Period.

                                    26
<PAGE> 34

          (d)  The Administrative Agent will promptly notify each
Lender of its receipt of a Notice of Conversion/Continuation, or,
if no timely notice is provided by the Company, the
Administrative Agent will promptly notify each Lender of the
details of any automatic conversion.  All conversions and
continuations shall be made ratably according to the respective
outstanding principal amounts of the Committed Loans with respect
to which the notice was given held by each Lender.

          (e)  Unless the Required Lenders otherwise consent, the
Company may not elect to have a Loan converted into or continued
as an Offshore Rate Committed Loan during the existence of an
Event of Default or Unmatured Event of Default.

          (f)  After giving effect to any conversion or
continuation of Loans, unless the Administrative Agent shall
otherwise consent, there may not be more than 12 different
Interest Periods in effect for all Borrowings.

     2.5  Bid Borrowings.  In addition to Committed Borrowings
          --------------
pursuant to Section 2.3, each Lender severally agrees that the
            -----------
Company may, as set forth in Section 2.6, from time to time
                             -----------
request the Lenders prior to the Termination Date to submit
offers to make Bid Loans to the Company; provided that the
                                         --------
Lenders may, but shall have no obligation to, submit such offers
and the Company may, but shall have no obligation to, accept any
such offers; and provided, further, that (a) after giving effect
                 --------  -------
to any Bid Borrowing, Total Outstandings shall not exceed the
combined Commitments and (b) after giving effect to any Bid
Borrowing, there may not be more than 12 different Interest
Periods in effect for all Borrowings.

     2.6  Procedure for Bid Borrowings.
          ----------------------------

     (a)  When the Company wishes to request the Lenders to
submit offers to make Bid Loans hereunder, it shall transmit to
the Administrative Agent by telephone call followed promptly by
facsimile transmission a notice in substantially the form of
Exhibit C (a "Competitive Bid Request") so as to be received no
---------     -----------------------
later than 10:30 a.m. Chicago time on the Business Day prior to
the date of such proposed Bid Borrowing, specifying:

               (i)  the date of such Bid Borrowing, which shall
     be a Business Day;

               (ii)  the aggregate amount of such Bid Borrowing,
     which shall be $5,000,000 or a higher integral multiple of
     $500,000; and

               (iii)  the duration of the Interest Period
     applicable thereto, subject to the provisions of the
     definition of "Interest Period" herein.

Subject to subsection 2.6(c), the Company may not request
           -----------------
Competitive Bids for more than three Interest Periods in a single
Competitive Bid Request and may not request Competitive Bids more
than twice in any period of five consecutive Business Days.

                                    27
<PAGE> 35

          (b)  Upon receipt of a Competitive Bid Request, the
Administrative Agent will promptly send to the Lenders by
facsimile transmission an Invitation for Competitive Bids, which
shall constitute an invitation by the Company to each Lender to
submit Competitive Bids offering to make the Bid Loans to which
such Competitive Bid Request relates in accordance with this
Section 2.6.
-----------

          (c)  (i)  Each Lender may at its discretion submit a
     Competitive Bid containing an offer or offers to make Bid
     Loans in response to any Invitation for Competitive Bids.
     Each Competitive Bid must comply with the requirements of
     this subsection 2.6(c) and must be submitted to the
          -----------------
     Administrative Agent by facsimile transmission at the
     Administrative Agent's office for notices not later than
     8:30 a.m. Chicago time on the proposed date of Borrowing;
     provided that Competitive Bids submitted by the
     --------
     Administrative Agent (or any Affiliate of the Administrative
     Agent) in the capacity of a Lender may be submitted, and may
     only be submitted, if the Administrative Agent or such
     Affiliate notifies the Company of the terms of the offer or
     offers contained therein not later than 8:15 a.m. Chicago
     time on the proposed date of Borrowing.

               (ii)  Each Competitive Bid shall be in
     substantially the form of Exhibit E, specifying therein:
                               ---------

                    (A)  the proposed date of Borrowing;

                    (B)  the principal amount of each Bid Loan
          for which such Competitive Bid is being made, which
          principal amount (x) may be equal to, greater than or
          less than the Commitment of the quoting Lender, (y)
          must be $5,000,000 or a higher integral multiple of
          $500,000 and (z) may not exceed the principal amount of
          Bid Loans for which Competitive Bids were requested;

                    (C)  the rate of interest per annum (which
          shall be an integral multiple of 1/100th of 1%) (the
          "Absolute Rate") offered for each such Bid Loan; and
           -------------

                    (D)  the identity of the quoting Lender.

     A Competitive Bid may contain up to three separate offers by
     the quoting Lender with respect to each Interest Period
     specified in the related Invitation for Competitive Bids.

               (iii)  Any Competitive Bid shall be disregarded if
     it:

                    (A)  is not substantially in conformity with
          Exhibit E or does not specify all of the information
          ---------
          required by subsection (c)(ii) of this Section;
                      ------------------

                    (B)  contains qualifying, conditional or
          similar language;

                                    28
<PAGE> 36

                    (C)  proposes terms other than or in addition
          to those set forth in the applicable Invitation for
          Competitive Bids; or

                    (D)  arrives after the time set forth in
          subsection (c)(i) of this Section.
          -----------------

          (d)  Promptly on receipt and not later than 9:00 a.m.
Chicago time on the proposed date of Borrowing, the
Administrative Agent will notify the Company of the terms (i) of
any Competitive Bid submitted by a Lender that is in accordance
with subsection 2.6(c) and (ii) of any Competitive Bid that
     -----------------
amends, modifies or is otherwise inconsistent with a previous
Competitive Bid submitted by such Lender with respect to the same
Competitive Bid Request.  Any such subsequent Competitive Bid
shall be disregarded by the Administrative Agent unless such
subsequent Competitive Bid is submitted solely to correct a
manifest error in such former Competitive Bid and only if
received within the times set forth in subsection 2.6(c).  The
                                       -----------------
Administrative Agent's notice to the Company shall specify (1)
the aggregate principal amount of Bid Loans for which offers have
been received for each Interest Period specified in the related
Competitive Bid request; and (2) the respective principal amounts
and Absolute Rates so offered.  Subject only to the provisions of
Sections 4.2 and 4.5 and Article V hereof and the provisions of
------------     ---     ---------
this subsection (d), any Competitive Bid shall be irrevocable
     --------------
except with the written consent of the Administrative Agent given
on the written instructions of the Company.

          (e)  Not later than 9:30 a.m. Chicago time on the
proposed date of a Bid Borrowing, the Company shall notify the
Administrative Agent of its acceptance or non-acceptance of the
offers so notified to it pursuant to subsection 2.6(d).  The
                                     -----------------
Company shall be under no obligation to accept any offer and may
choose to reject all offers.  In the case of acceptance, such
notice shall specify the aggregate principal amount of offers for
each Interest Period that is accepted.  The Company may accept
any Competitive Bid in whole or in part; provided that:
                                         --------

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

               (ii)  the principal amount of each Bid Borrowing
     must be $5,000,000 or a higher integral multiple of
     $500,000;

               (iii)  acceptance of offers may only be made on
     the basis of ascending Absolute Rates within each Interest
     Period; and

               (iv)  the Company may not accept any offer that is
     described in subsection 2.6(c)(iii) or that otherwise fails
                  ----------------------
     to comply with the requirements of this Agreement.

                                    29
<PAGE> 37

          (f)  If offers are made by two or more Lenders with the
same Absolute Rates for a greater aggregate principal amount than
the amount in respect of which such offers are accepted for the
related Interest Period, the principal amount of Bid Loans in
respect of which such offers are accepted shall be allocated by
the Administrative Agent among such Lenders as nearly as possible
(in such multiples, not less than $500,000, as the Administrative
Agent may deem appropriate) in proportion to the aggregate
principal amounts of such offers.  Determination by the
Administrative Agent of the amount of Bid Loans shall be
conclusive in the absence of manifest error.

          (g)  (i)  The Administrative Agent will promptly notify
     each Lender having submitted a Competitive Bid if its offer
     has been accepted and, if its offer has been accepted, of
     the amount of the Bid Loan to be made by it on the date of
     the applicable Bid Borrowing.

               (ii)  Each Lender which has received notice
     pursuant to subsection 2.6(g)(i) that its Competitive Bid
                 --------------------
     has been accepted shall make the amounts of such Bid Loans
     available to the Administrative Agent for the account of the
     Company at the Administrative Agent's Payment Office by 1:00
     p.m. Chicago time on such date of Bid Borrowing, in
     immediately available funds.

               (iii)  Promptly following each Bid Borrowing, the
     Administrative Agent shall notify each Lender of the ranges
     of bids submitted and the highest and lowest Bids accepted
     for each Interest Period requested by the Company and the
     aggregate amount borrowed pursuant to such Bid Borrowing.

               (iv)  From time to time, the Company and the
     Lenders shall furnish such information to the Administrative
     Agent as the Administrative Agent may request relating to
     the making of Bid Loans, including the amounts, interest
     rates, dates of borrowings and maturities thereof, for
     purposes of the allocation of amounts received from the
     Company for payment of all amounts owing hereunder.

          (h)  If, on the proposed date of Borrowing, the
Commitments have not been terminated and all applicable
conditions to funding referenced in Sections 4.2 and 4.5 and
                                    ------------     ---
Article V hereof are satisfied, the Lender or Lenders whose
---------
offers the Company has accepted will fund each Bid Loan so
accepted.  Nothing in this Section 2.6 shall be construed as a
                           -----------
right of first offer in favor of the Lenders or to otherwise
limit the ability of the Company to request and accept credit
facilities from any Person (including any of the Lenders),
provided that no Event of Default or Unmatured Event of Default
would result from the Company executing, delivering or performing
under such credit facilities.

     2.7  Voluntary Termination or Reduction of Commitments.  The
          -------------------------------------------------
Company may, upon not less than five Business Days' prior notice
to the Administrative Agent, terminate the Commitments, or
permanently reduce the Commitments by a minimum amount of
$5,000,000 or a higher integral multiple of $500,000; unless,
                                                      ------
after giving effect thereto and to any

                                    30
<PAGE> 38

prepayments of Loans made on the effective date thereof, the Total
Outstandings would exceed the amount of the combined Commitments then in
effect. Once reduced in accordance with this Section, the Commitments may
not be increased.  Any reduction of the Commitments shall be applied to reduce
the Commitment of each Lender according to its Pro Rata Share.  If the Company
terminates the Commitments or reduces the Commitments to zero, the Company
shall pay all accrued and unpaid interest, fees and other amounts payable
hereunder on the date of such termination.

     2.8  Optional Prepayments. (a) Subject to the proviso to
          --------------------
subsection 2.4(a) and to Section 4.4, the Company may, from time
-----------------        -----------
to time, upon irrevocable notice to the Administrative Agent,
which notice must be received by the Administrative Agent prior
to 10:30 a.m. Chicago time (i) two Business Days prior to the
date of prepayment, in the case of Offshore Rate Committed Loans,
and (ii) on the date of prepayment, in the case of Base Rate
Committed Loans, ratably prepay Committed Loans in whole or in
part, in an aggregate amount of $1,000,000 or a higher integral
multiple of $500,000 (or, if any Base Rate Committed Loans have
been made pursuant to subsection 3.3(d), in an aggregate amount
                      -----------------
equal to the aggregate amount of such Base Rate Committed Loans).
Such notice of prepayment shall specify the date and amount of
such prepayment and the Committed Loans to be prepaid.  The
Administrative Agent will promptly notify each Lender of its
receipt of any such notice and of such Lender's Pro Rata Share of
such prepayment.  If such notice is given by the Company, the
Company shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date
specified therein, together with, in the case of Offshore Rate
Committed Loans, accrued interest to such date on the amount
prepaid and any amounts required pursuant to Section 4.4.
                                             -----------

     (b)  No Bid Loan may be voluntarily prepaid without the
written consent of the applicable Lender.

     2.9  Repayment.  The Company shall repay each Bid Loan on
          ---------
the last day of the Interest Period therefor.  The Company shall
repay all Loans (including any outstanding Bid Loans and Swing
Line Loans) on the Termination Date.

     2.10  Interest.  (a) Each Committed Loan shall bear interest
           --------
on the outstanding principal amount thereof from the applicable
Borrowing Date at a rate per annum equal to (i) the Offshore Rate
plus the Applicable Margin or (ii) the Base Rate, as the case may
be (and subject to the Company's right to convert to the other
Type of Committed Loan under Section 2.4).  Each Swing Line Loan
                             -----------
shall bear interest on the outstanding principal amount thereof
from the applicable Borrowing Date at a rate per annum equal to
the Base Rate or such other rate as may be agreed to from time to
time by the Company and the Swing Line Lender.  Each Bid Loan
shall bear interest on the outstanding principal amount thereof
from the relevant Borrowing Date at the applicable Absolute Rate.

          (b)  Interest on each Loan shall be paid in arrears on
each Interest Payment Date.  Interest also shall be paid on the
date of any conversion of Offshore Rate Committed

                                    31
<PAGE> 39

Loans under Section 2.4 and prepayment of Offshore Rate Committed Loans under
            -----------
Section 2.8, in each case for the portion of the Loans so converted or
-----------
prepaid.

          (c)  Notwithstanding the foregoing provisions of this
Section, upon notice to the Company from the Agent (acting at the
request or with the consent of the Required Lenders) during the
existence of any Event of Default, and for so long as such Event
of Default continues, the Company shall pay interest (after as
well as before entry of judgment thereon to the extent permitted
by law) on the principal amount of all outstanding Loans and, to
the extent permitted by applicable law, on any other amount
payable hereunder or under any other Loan Document, at a rate per
annum which is determined by adding 2% per annum to the rate
otherwise applicable thereto pursuant to the terms hereof or such
other Loan Document (or, if no such rate is specified, the Base
Rate).  All such interest shall be payable on demand.

          (d)  Anything herein to the contrary notwithstanding,
the obligations of the Company to any Lender hereunder shall be
subject to the limitation that payments of interest shall not be
required for any period for which interest is computed hereunder,
to the extent (but only to the extent) that contracting for or
receiving such payment by such Lender would be contrary to the
provisions of any law applicable to such Lender limiting the
highest rate of interest that may be lawfully contracted for,
charged or received by such Lender, and in such event the Company
shall pay such Lender interest at the highest rate permitted by
applicable law.

     2.11  Fees.  In addition to certain fees described in
           ----
Section 3.8:
-----------

          (a)  Arrangement, Agency Fees.  The Company agrees to
               ------------------------
pay to the Administrative Agent and the Arranger such fees at
such times and in such amounts as are mutually agreed to from
time to time by the Company and the Administrative Agent or the
Arranger, as the case may be.

          (b)  Facility Fees.  The Company shall pay to the
               -------------
Administrative Agent for the account of each Lender a facility
fee computed at the Facility Fee Rate per annum on the amount of
such Lender's Commitment as in effect from time to time (whether
used or unused) or, if the Commitments have terminated, on the
sum (without duplication) of (i) the principal amount of such
Lender's Committed Loans plus (ii) the participation of such
Lender in (or in the case of an Issuing Lender or the Swing Line
Lender, its unparticipated portion of) the Effective Amount of
all L/C Obligations and the principal amount of all Swing Line
Loans.  Such facility fee shall accrue from the Effective Date to
the Termination Date, and thereafter until all Committed Loans
are paid in full, and shall be due and payable quarterly in
arrears on the last Business Day of each calendar quarter, with
the final payment to be made on the Termination Date (or, if
later, on the date all Committed Loans are paid in full).

     2.12  Computation of Fees and Interest.  (a)  All
           --------------------------------
computations of interest for Base Rate Committed Loans (and Swing
Line Loans bearing interest at the Base Rate) when the

                                    32
<PAGE> 40

Base Rate is determined by BofA's "reference rate" shall be made on the
basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed.  All other computations of interest and fees shall be made on the
basis of a 360-day year and actual days elapsed.  Interest and fees shall
accrue during each period during which such interest or such fees are computed
from the first day thereof to the last day thereof.

          (b)  Each determination of an interest rate by the
Administrative Agent shall be conclusive and binding on the
Company and the Lenders in the absence of manifest error. The
Administrative Agent will, at the request of the Company or any
Lender, deliver to the Company or such Lender, as the case may
be, a statement showing the quotations used by the Administrative
Agent in determining any interest rate and the resulting interest
rate.

          (c)  If for any reason whatsoever a Reference Lender
ceases to be a Lender hereunder, such Reference Lender shall
thereupon cease to be a Reference Lender, and the Offshore Rate
shall be determined on the basis of the rates as notified by the
remaining Reference Lenders.

          (d)  Each Reference Lender shall use its best efforts
to furnish quotations of rates to the Administrative Agent as
contemplated hereby.  If any of the Reference Lenders fails to
supply such rates to the Administrative Agent upon its request,
the Offshore Rate shall be determined on the basis of the
quotations of the remaining Reference Lender(s).

     2.13  Payments by the Company.  (a)  All payments to be made
           -----------------------
by the Company shall be made without set-off, recoupment or
counterclaim.  Except as otherwise expressly provided herein, all
payments by the Company shall be made to the Administrative Agent
for the account of the Lenders at the Administrative Agent's
Payment Office, and shall be made in Dollars and in immediately
available funds, no later than 1:00 p.m. Chicago time on the date
specified herein.  The Administrative Agent will promptly
distribute to each Lender its Pro Rata Share (or other applicable
share as expressly provided herein) of such payment in like funds
as received.  Any payment received by the Administrative Agent
later than 1:00 p.m. Chicago time shall be deemed to have been
received on the following Business Day and any applicable
interest or fee shall continue to accrue.

          (b)  Whenever any payment is due on a day other than a
Business Day, such payment shall be made on the following
Business Day (unless, in the case of a payment with respect to an
Offshore Rate Committed Loan, the following Business Day is in
another calendar month, in which case such payment shall be made
on the preceding Business Day), and such extension of time shall
in such case be included in the computation of interest or fees,
as the case may be.

          (c)  Unless the Administrative Agent receives notice
from the Company prior to the date on which any payment is due to
the Lenders that the Company will not make such payment in full
as and when required, the Administrative Agent may assume that
the Company has made such payment in full to the Administrative
Agent on such date in

                                    33
<PAGE> 41

immediately available funds and the Administrative Agent may (but shall not be
so required), in reliance upon such assumption, distribute to each Lender on
such due date an amount equal to the amount then due such Lender.  If and to
the extent the Company has not made such payment in full to the Administrative
Agent, each Lender shall repay to the Administrative Agent on demand such
amount distributed to such Lender, together with interest thereon at the
Federal Funds Rate for each day from the date such amount is distributed to
such Lender until the date repaid.

     2.14  Payments by the Lenders to the Administrative Agent.
           ---------------------------------------------------
(a)  Unless the Administrative Agent receives notice from a
Lender at least one Business Day prior to the date of a Borrowing
of Offshore Rate Committed Loans or by 11:30 a.m. Chicago time on
the day of any Borrowing of Base Rate Committed Loans, that such
Lender will not make available as and when required hereunder to
the Administrative Agent for the account of the Company the
amount of such Lender's Pro Rata Share of such Committed
Borrowing, the Administrative Agent may assume that such Lender
has made such amount available to the Administrative Agent in
immediately available funds on the Borrowing Date and the
Administrative Agent may (but shall not be so required), in
reliance upon such assumption, make available to the Company on
such date a corresponding amount.  If and to the extent any
Lender shall not have made its full amount available to the
Administrative Agent in immediately available funds and the
Administrative Agent in such circumstances has made available to
the Company such amount, such Lender shall on the Business Day
following such Borrowing Date make such amount available to the
Administrative Agent, together with interest at the Federal Funds
Rate.  A notice of the Administrative Agent submitted to any
Lender with respect to amounts owing under this subsection (a)
                                                --------------
shall be conclusive, absent manifest error.  If such amount is so
made available, such payment to the Administrative Agent shall
constitute such Lender's Committed Loan on the date of Borrowing
for all purposes of this Agreement.  If such amount is not made
available to the Administrative Agent on the Business Day
following the Borrowing Date, the Administrative Agent will
notify the Company of such failure to fund and, upon demand by
the Administrative Agent, the Company shall pay such amount to
the Administrative Agent for the Administrative Agent's account,
together with interest thereon for each day elapsed since the
date of such Borrowing, at a rate per annum equal to the interest
rate applicable at the time to the Committed Loans comprising
such Committed Borrowing.

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

     2.15  Sharing of Payments, Etc.  (a)  Except as otherwise
           ------------------------
expressly provided herein, whenever any payment received by the
Administrative Agent to be distributed to the Lenders is
insufficient to pay in full the amounts then due and payable to
the Lenders, and the Administrative Agent has not received a
Payment Sharing Notice, such payment shall be distributed to the
Lenders (and for purposes of this Agreement shall be deemed to
have been

                                    34
<PAGE> 42

applied by the Lenders, notwithstanding the fact that any Lender may have made
a different application in its books and records) in the following order:
first, to the payment of reimbursement obligations of the Company in respect
-----
of any Letter of Credit; second, to the payment of the principal amount of the
                         ------
Loans which is then due and payable, ratably among the Lenders in accordance
with the aggregate principal amount owed to each Lender; third, to the payment
                                                         -----
of interest then due and payable on the Loans and on the reimbursement
obligations in respect of Letters of Credit, ratably among the Lenders in
accordance with the aggregate amount of interest owed to each Lender; fourth,
                                                                      ------
to the payment of the facility fees payable under subsection 2.11(b) and
                                                  ------------------
letter of credit fees payable under Section 3.8, ratably among the Lenders in
                                    -----------
accordance with the amount of such fees owed to each Lender; and fifth, to the
                                                                 -----
payment of any other amount payable under this Agreement, ratably among the
Lenders in accordance with the aggregate amount owed to each Lender.

          (b)  After the Administrative Agent has received a
Payment Sharing Notice, and for so long thereafter as any Event
of Default exists, all payments received by the Administrative
Agent to be distributed to the Lenders shall be distributed to
the Lenders (and for purposes of this Agreement shall be deemed
to have been applied by the Lenders, notwithstanding the fact
that any Lender may have made a different application in its
books and records) in the following order: first, to the payment
                                           -----
of amounts payable under Sections 11.4 and 11.5, ratably among
                         -------------     ----
the Lenders in accordance with the aggregate amount owed to each
Lender; second, to the payment of facility fees payable under
        ------
subsection 2.11(b) and letter of credit fees payable under
------------------
Section 3.8, ratably among the Lenders in accordance with the
-----------
amount of such fees owed to each Lender; third, to the payment of
                                         -----
the interest accrued on and the principal amount of all of the
Loans and reimbursement obligations (including contingent
reimbursement obligations) regardless of whether any such amount
is then due and payable, ratably among the Lenders in accordance
with the aggregate accrued interest plus the aggregate principal
amount owed to each Lender; and fourth, to the payment of any
                                ------
other amount payable under this Agreement, ratably among the
Lenders in accordance with the aggregate amount owed to each
Lender.

          (c)  If, other than as expressly provided elsewhere
herein (including in Section 2.16 with respect to any payment to
                     ------------
a Declining Lender, in Section 2.17 with respect to any
                       ------------
prepayment made to give effect to a non-pro-rata subscription for
an increase in the Commitments, in Section 2.18 with respect to
                                   ------------
payments of principal of and interest on Existing Offshore
Borrowings and Temporary Non-Pro-Rata Borrowings or with respect
to payments of principal of and interest on Swing Line Loans),
any Lender shall obtain any payment or other recovery (whether
voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) on account of principal of or interest on
any Loan, or any other amount payable hereunder, in excess of the
share of payments and other recoveries such Lender would have
received if such payment or other recovery had been distributed
pursuant to the provisions of subsection 2.15(a) or (b)
                              ------------------    ---
(whichever is applicable at the time of such payment or other
recovery), such Lender shall immediately (i) notify the
Administrative Agent of such fact and (ii) purchase from the
other Lenders such participations in the Loans made by (or other
Obligations owed to) them as shall be necessary to cause such purchasing

                                    35
<PAGE> 43

Lender to share the excess payment or other recovery pro rata with each of
them in accordance with the order of payments set forth in subsection 2.15(a)
                                                           ------------------
or (b), as the case may be; provided that if all or any portion of such excess
   ---                      --------
payment or other recovery is thereafter recovered from the purchasing
Lender, such purchase shall to that extent be rescinded and each other Lender
shall repay to the purchasing Lender the purchase price paid therefor,
together with an amount equal to such paying Lender's ratable share (according
to the proportion of (i) the amount of such paying Lender's required repayment
to (ii) the total amount so recovered from the purchasing Lender) of any
interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered.  The Company agrees that any Lender so
purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to Section 11.10) with respect to such participation as
                        -------------
fully as if such Lender were the direct creditor of the Company in the amount
of such participation.  The Administrative Agent will keep records (which
shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section and will in each case notify the
Lenders following any such purchases or repayments.

          (d)  Any amount that would be applied to a contingent
obligation of the Company in respect of a Letter of Credit under
clause third of subsection 2.15(b) shall be held by the
------------    ------------------
Administrative Agent as Cash Collateral hereunder.  If such
Letter of Credit is thereafter drawn upon, the Administrative
Agent shall pay the applicable Issuing Lender an amount equal to
the lesser of the amount of such drawing and the amount of the
funds so held as Cash Collateral for such Letter of Credit.  If
and to the extent that such Letter of Credit expires or
terminates (or the maximum amount available for drawing
thereunder is reduced), the funds so held as Cash Collateral for
such Letter of Credit (or the portion thereof in excess of the
maximum amount available for drawing thereunder) shall be applied
by the Administrative Agent as set forth in subsection 2.15(a) or
                                            ------------------
2.15(b), as applicable.
-------

     2.16  Extension of Scheduled Termination Date; Substitution
           -----------------------------------------------------
of Lenders.
----------

          (a)  At any time after October 3, 1999 (but not more
than once in any calendar year and not more than twice during the
term of this Agreement), the Company may, at its option, request
all Lenders to extend the scheduled Termination Date by one year
by means of a letter, addressed to each Lender and the
Administrative Agent, substantially in the form of Exhibit L.
                                                   ---------
Each Lender electing (in its sole and complete discretion) so to
extend the scheduled Termination Date shall deliver signed
counterparts of such letter to the Company and the Administrative
Agent no later than 45 days after the date of such request by the
Company (such 45th day, the "Extension Response Date").  Any
                             -----------------------
Lender which does not deliver such counterparts by the Extension
Response Date shall be deemed to have declined to extend the
scheduled Termination Date.  If all Lenders elect to extend the
scheduled Termination Date, the scheduled Termination Date shall
be extended for an additional one-year period on the date on
which the Administrative Agent has received signed counterparts
of such letter from all Lenders (and the Administrative Agent
shall promptly notify the

                                    36
<PAGE> 44

Company and the Lenders of such extension).  If all Lenders do not elect to
extend the scheduled Termination Date, the provisions of subsection (b) below
                                                         --------------
shall apply.

          (b)  If the scheduled Termination Date is not extended
pursuant to clause (a) above after a request by the Company, then
            ----------
the Company may, at any time prior to the 60th day after the
Extension Response Date for such request, arrange for any Lender
that did not elect to extend the Termination Date (a "Declining
                                                      ---------
Lender") to assign its Loans, its Commitment and all of its other
------
rights and obligations hereunder to one or more other Lenders
and/or Eligible Assignees (any such Person, a "Successor
                                               ---------
Lender"); provided that no assignment to an Eligible Assignee
------    --------
which is not a Lender shall be effective without the prior
written consent of the Administrative Agent and each Issuing
Lender (which consents shall not be unreasonably withheld or
delayed).  Any such assignment shall be made pursuant to an
Assignment and Acceptance between the Declining Lender and each
applicable Successor Lender (it being understood that no
Declining Lender shall be required to make any such assignment
unless all of such Declining Lender's Loans, Commitment and other
rights and obligations hereunder are being assigned concurrently
pursuant to one or more assignments).  On the date of any such
assignment, (i) the Successor Lender(s) shall pay to the
Declining Lender an amount equal to the principal amount of all
of such Declining Lender's outstanding Loans, (ii) the Company
shall pay to the Declining Lender an amount equal to all accrued
interest, fees and other amounts then owed to such Declining
Lender hereunder or in connection herewith (including any amount
payable pursuant to Section 4.4, assuming for such purpose that
                    -----------
such Declining Lender's Offshore Rate Committed Loans and Bid
Loans were prepaid on the date of such assignment) and (iii) the
Declining Lender shall cease to be a Lender hereunder.  If BofA
shall become a Declining Lender and is replaced as a Lender (and
as Issuing Lender and Swing Line Lender) pursuant to this
subsection (b)), BofA shall resign as Administrative Agent and
--------------
the provisions of Section 10.9 shall apply.
                  ------------

          (c)  If all Declining Lenders have been replaced
pursuant to subsection (b) on or before the 60th day after the
            --------------
applicable Extension Response Date, then the scheduled
Termination Date shall be extended for an additional one-year
period (and the Administrative Agent shall promptly notify the
Company and the Lenders of such extension).

     2.17  Optional Increase in Commitments.  The Company may at
           --------------------------------
any time, by means of a letter to the Administrative Agent and
each Lender substantially in the form of Exhibit M, request that
                                         ---------
the Lenders increase the combined Commitments; provided that
                                               --------
(i) such letter shall be accompanied by a certificate of the
Secretary or an Assistant Secretary of the Company as to
resolutions of the board of directors of the Company approving
such increase and (ii) in no event shall the aggregate amount of
the combined Commitments exceed $600,000,000 without the written
consent of all Lenders.  Each Lender shall have the option (in
its sole and complete discretion) to subscribe for its
proportionate share of such increase, according to its then-
existing Pro Rata Share.  Each Lender shall respond to the
Company's request within 20 Business Days by submitting a
response in the form of Attachment 1 to Exhibit M to the
                                        ---------
Administrative Agent (and any Lender not responding within such
period shall be deemed to have declined such request).  At the
option of the Company, any part of

                                    37
<PAGE> 45

the proposed increase not so subscribed may be assumed, within 10 Business
Days after all Lenders have responded to (or are deemed to have declined) such
request, by one or more existing Lenders and/or by one or more Persons meeting
the qualifications of an Eligible Assignee, in amounts which are acceptable to
the Company; it being understood that any assumption by a Person which is not
an existing Lender shall be subject to consent of the Administrative Agent and
each Issuing Lender (which consents shall not be unreasonably withheld
or delayed).  Any increase in the combined Commitments pursuant to this
Section 2.17 shall become effective on the earliest to occur of (a) the date
------------
on which the proposed increase has been fully subscribed, (b) 10 Business Days
after the date on which all Lenders have responded to (or are deemed to have
declined) the Company's request for an increase and (c) the date, which
shall not be earlier than the date on which all Lenders have responded to (or
are deemed to have declined) the Company's request for an increase, on which
the Company notifies the Administrative Agent that the Company accepts an
increase in the combined Commitments which is less than the full amount of the
requested increase.  The Administrative Agent shall promptly notify the
Company and the Lenders of any increase in the amount of the combined
Commitments pursuant to this Section 2.17 and of the Commitment and Pro Rata
                             ------------
Share of each Lender after giving effect thereto.  The Company acknowledges
that, in order to maintain Committed Loans in accordance with each Lender's
Pro Rata Share, a reallocation of the Commitments as a result of a
non-pro-rata subscription to an increase in the combined Commitments may
require prepayment of all or portions of certain Committed Loans on the date
of such increase (and any such prepayment shall be subject to the provisions
of Section 4.4).
   -----------

                                    38
<PAGE> 46

     2.18  Maintenance of Existing Offshore Borrowings on a Non-Pro-Rata
           -------------------------------------------------------------
Basis; Temporary Non-Pro-Rata Borrowings.
----------------------------------------

          (a)  Notwithstanding any provision of this Agreement to
the contrary (but subject to subsection (c) below), all
                             --------------
Borrowings of "Offshore Rate Committed Loans" (under and as
defined in the Existing Credit Agreement) which are outstanding
on the Effective Date (each an "Existing Offshore Borrowing")
                                ---------------------------
shall continue to be maintained hereunder by the Lenders in
accordance with their "Pro Rata Shares" (under and as defined in
the Existing Credit Agreement) until the last day of the current
Interest Period therefor (except to the extent prepaid or
converted by the Company prior to such date).  On the last day of
the current Interest Period for each Existing Offshore Borrowing,
either such Borrowing shall be prepaid in full or such Borrowing
shall be converted to a Borrowing of Base Rate Committed Loans
(and, in the case of a conversion to a Borrowing of Base Rate
Committed Loans, the Lenders shall, unless the Administrative
Agent has received a Payment Sharing Notice, in which case clause
                                                           ------
(c) below shall apply, make such assignments among themselves as
---
are necessary so that each Lender has a Pro Rata Share of such
Borrowing).

          (b)  To enable the Company to access the full amount of
the combined Commitments prior to the date on which all Existing
Offshore Borrowings have been paid in full or converted to
Borrowings of Base Rate Committed Loans, the Lenders agree that
if (i) Existing Offshore Borrowings are outstanding and the
Company may not make a Borrowing of Committed Loans from all
Lenders as a result of the limitation set forth in the second
proviso clause of the first sentence of Section 2.1 and (ii) all
                                        -----------
other conditions precedent to the applicable Borrowing have been
satisfied (or waived in writing by the Required Lenders), the
Company may, subject to the provisos to the first sentence of
Section 2.1, borrow Base Rate Committed Loans on a non-pro-rata
-----------
basis (any such Borrowing, a "Temporary Non-Pro-Rata Borrowing")
                              --------------------------------
from the Lenders whose Commitments have not been fully utilized
(on a ratable basis among such Lenders). Each Temporary Non-Pro-
Rata Borrowing shall be promptly prepaid to the extent (x) that
the Company has availability to make a Borrowing from the Lenders
in accordance with their Pro Rata Shares or (y) that, after
giving effect to any assignments of Base Rate Committed Loans
pursuant to the parenthetical clause in the last sentence of
clause (a), the aggregate principal amount of all outstanding
----------
Committed Loans of any Lender plus the participation of such
                              ----
Lender in the principal amount of all outstanding Swing Line
Loans and in the Effective Amount of all L/C Obligations exceeds
such Lender's Commitment.

          (c)  If any Existing Offshore Borrowing or Temporary
Non-Pro-Rata Borrowing is outstanding on the date on which the
Administrative Agent receives a Payment Sharing Notice, the
Lenders shall, in consultation with the Administrative Agent,
make such adjustments among themselves (by making assignments or
purchasing participations) as are necessary so that each Lender
has a Pro Rata Share (either directly or via participation) of
each Borrowing of Committed Loans.

                                    39
<PAGE> 47

     2.19  Swing Line Commitment.  Subject to the terms and
           ---------------------
conditions of this Agreement, the Swing Line Lender agrees to
make loans to the Company on a revolving basis (each such loan, a
"Swing Line Loan") from time to time on any Business Day during
 ---------------
the period from the Effective Date to the Termination Date in an
aggregate principal amount at any one time outstanding not to
exceed $15,000,000; provided that after giving effect to any
                    --------
proposed Swing Line Loan, the Total Outstandings shall not exceed
the combined Commitments.

     2.20  Borrowing Procedures for Swing Line Loans.  The
           -----------------------------------------
Company shall provide a Notice of Swing Line Loan or telephonic
notice (followed by a confirming Notice of Swing Line Loan) of a
proposed Swing Line Loan to the Administrative Agent and the
Swing Line Lender not later than 12:00 noon Chicago time on the
proposed Borrowing Date.  Each such notice shall be effective
upon receipt by the Administrative Agent and the Swing Line
Lender and shall specify the date and the principal amount of
such Swing Line Loan.  Unless the Swing Line Lender has received
written notice prior to 11:00 a.m. Chicago time on the proposed
Borrowing Date from the Administrative Agent or any Lender that
one or more of the conditions precedent set forth in Article V
                                                     ---------
with respect to such Swing Line Loan is not then satisfied, the
Swing Line Lender shall pay over the requested principal amount
to the Company on the requested Borrowing Date in immediately
available funds.  Each Swing Line Loan shall be made on a
Business Day and shall be in the amount of $500,000 or a higher
integral multiple of $100,000.  The Swing Line Lender will
promptly notify the Administrative Agent of the making and amount
of each Swing Line Loan.

     2.21  Prepayment or Refunding of Swing Line Loans.  (a) The
           -------------------------------------------
Company may, at any time and from time to time, prepay any Swing
Line Loan in whole or in part, in an amount equal to $500,000 or
a higher integral multiple of $100,000.  The Company shall
deliver a notice of prepayment in accordance with Section 11.2 to
                                                  ------------
be received by the Administrative Agent and the Swing Line Lender
not later than 11:00 a.m. Chicago time on the Business Day of
such prepayment, specifying the date and amount of such
prepayment.  If such notice is given by the Company, the payment
amount specified in such notice shall be due and payable on the
date specified therein.

     (b)  The Swing Line Lender may, at any time in its sole and
absolute discretion, on behalf of the Company (which hereby
irrevocably directs the Swing Line Lender to act on its behalf),
request each Lender to make a Committed Loan in an amount equal
to such Lender's Pro Rata Share of the principal amount of the
Swing Line Loans outstanding on the date such notice is given.
Unless any of the events described in subsection 9.1(f) or (g)
                                      -----------------    ---
shall have occurred (in which event the procedures of Section
                                                      -------
2.22 shall apply), and regardless of whether the conditions
----
precedent set forth in this Agreement to the making of Committed
Loans are then satisfied or the aggregate amount of such
Committed Loans is not in the minimum or integral amount
otherwise required hereunder, each Lender shall make the proceeds
of its Committed Loan available to the Administrative Agent for
the account of the Swing Line Lender at the Administrative
Agent's Payment Office prior to 12:00 noon Chicago time in
immediately available funds on the Business Day next succeeding
the date

                                    40
<PAGE> 48

such notice is given.  The proceeds of such Committed Loans shall be
immediately applied to repay the outstanding Swing Line Loans.  All Committed
Loans made pursuant to this Section 2.21 shall be Base Rate Committed Loans
                            ------------
(but, subject to the other provisions of this Agreement, may be converted to
Offshore Rate Loans).

     2.22  Participations in Swing Line Loans.  (a)  If an event
           ----------------------------------
described in subsection 9.1(f) or (g) exists (or for any reason
             -----------------    ---
the Lenders may not make Committed Loans pursuant to Section
                                                     -------
2.21), each Lender will, upon notice from the Administrative
----
Agent, purchase from the Swing Line Lender (and the Swing Line
Lender will sell to each Lender) an undivided participation
interest in all outstanding Swing Line Loans in an amount equal
to its Pro Rata Share of the outstanding principal amount of the
Swing Line Loans (and each Lender will immediately transfer to
the Administrative Agent, for the account of the Swing Line
Lender, in immediately available funds, the amount of its
participation).

     (b)  Whenever, at any time after the Swing Line Lender has
received payment for any Lender's participation interest in the
Swing Line Loans pursuant to subsection 2.22(a), the Swing Line
                             ------------------
Lender receives any payment on account thereof, the Swing Line
Lender will distribute to the Administrative Agent for the
account of such Lender its participation interest in such amount
(appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Lender's
participation interest was outstanding and funded) in like funds
as received; provided, however, that in the event that such
             --------  -------
payment received by the Swing Line Lender is required to be
returned, such Lender will return to the Administrative Agent for
the account of the Swing Line Lender any portion thereof
previously distributed by the Swing Line Lender to it in like
funds as such payment is required to be returned by the Swing
Line Lender.

     2.23  Participation Obligations Unconditional.  (a)  Each
           ---------------------------------------
Lender's obligation to make Committed Loans pursuant to Section
                                                        -------
2.21 and/or to purchase participation interests in Swing Line
----
Loans pursuant to Section 2.22 shall be absolute and
                  ------------
unconditional and shall not be affected by any circumstance
whatsoever, including (a) any set-off, counterclaim, recoupment,
defense or other right which such Lender may have against the
Swing Line Lender, the Company or any other Person for any reason
whatsoever; (b) the occurrence or continuance of an Event of
Default or Unmatured Event of Default; (c) any adverse change in
the condition (financial or otherwise) of the Company or any
other Person; (d) any breach of this Agreement or any other Loan
Document by the Company or any other Person; (e) any inability of
the Company to satisfy the conditions precedent to borrowing set
forth in this Agreement on the date upon which any such Loan is
to be made or any participation interest therein is to be
purchased; or (f) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.

     (b)  Notwithstanding the provisions of subsection 2.23(a),
                                            ------------------
no Lender shall be required to make any Committed Loan to the
Company to refund a Swing Line Loan pursuant to Section 2.21 or
                                                ------------
to purchase a participation interest in a Swing Line Loan
pursuant to Section 2.22 if, prior to the making by the Swing
            ------------
Line Lender of such Swing Line Loan, the Swing

                                    41
<PAGE> 49

Line Lender received written notice from any Lender specifying that such
Lender believed in good faith that one or more of the conditions precedent to
the making of such Swing Line Loan were not satisfied and, in fact, such
conditions precedent were not satisfied at the time of the making of such
Swing Line Loan; provided that the obligation of such Lender to make such
                 --------
Committed Loans and to purchase such participation interests shall be
reinstated upon the earlier to occur of (i) the date on which such Lender
notifies the Swing Line Lender that its prior notice has been withdrawn and
(ii) the date on which all conditions precedent to the making of such Swing
Line Loan have been satisfied (or waived by the Required Lenders or all
Lenders, as applicable).

     2.24  Conditions to Swing Line Loans.  Notwithstanding any
           ------------------------------
other provision of this Agreement, the Swing Line Lender shall
not be obligated to make any Swing Line Loan if an Event of
Default or Unmatured Event of Default exists or would result
therefrom.


                              ARTICLE III

                         THE LETTERS OF CREDIT

     3.1  The Letter of Credit Subfacility.  (a) On the terms and
          --------------------------------
conditions set forth herein (i) each Issuing Lender agrees, (A)
from time to time on any Business Day during the period from the
Effective Date to the Termination Date to issue standby Letters
of Credit for the account of the Company, and to amend or renew
standby Letters of Credit previously issued by it, in accordance
with subsections 3.2(c) and 3.2(d), and (B) to honor properly
     ------------------     ------
drawn drafts under the Letters of Credit issued by it; and (ii)
the Lenders severally agree to participate in standby Letters of
Credit Issued for the account of the Company; provided that no
Issuing Lender shall be obligated to Issue, and no Lender shall
be obligated to participate in, any Letter of Credit if as of the
date of Issuance of such Letter of Credit (the "Issuance Date")
                                                -------------
(1) the Total Outstandings exceed the combined Commitments, (2)
the Effective Amount of all L/C Obligations would exceed the L/C
Commitment or (3) the participation of any Lender in the
Effective Amount of all L/C Obligations plus the participation of
such Lender in the principal amount of all outstanding Swing Line
Loans plus the outstanding principal amount of the Committed
Loans of such Lender would exceed such Lender's Commitment.
Within the foregoing limits, and subject to the other terms and
conditions hereof, the Company's ability to obtain Letters of
Credit shall be fully revolving, and, accordingly, the Company
may, during the foregoing period, obtain Letters of Credit to
replace Letters of Credit which have expired or which have been
drawn upon and reimbursed.

          (b)  No Issuing Lender shall be under any obligation to
Issue any Letter of Credit if:

               (i)  any order, judgment or decree of any
     Governmental Authority or arbitrator shall by its terms
     purport to enjoin or restrain such Issuing Lender from
     Issuing such Letter of Credit, or any Requirement of Law
     applicable to such Issuing

                                    42
<PAGE> 50

     Lender or any request or directive (whether or not having the force of
     law) from any Governmental Authority with jurisdiction over such Issuing
     Lender shall prohibit, or request that such Issuing Lender refrain from,
     the Issuance of letters of credit generally or such Letter of Credit in
     particular or shall impose upon such Issuing Lender with respect to such
     Letter of Credit any restriction, reserve or capital requirement (for
     which such Issuing Lender is not otherwise compensated hereunder)
     not in effect on the Effective Date, or shall impose upon such Issuing
     Lender any unreimbursed loss, cost or expense which was not applicable on
     the Effective Date and which such Issuing Lender in good faith deems
     material to it (it being understood that the applicable Issuing Lender
     shall promptly notify the Company and the Administrative Agent of
     any of the foregoing events or circumstances);

               (ii)  such Issuing Lender has received written
     notice from any Lender, the Administrative Agent or the
     Company, on or prior to the Business Day prior to the
     requested date of Issuance of such Letter of Credit, that
     one or more of the applicable conditions contained in
     Article V is not then satisfied;
     ---------

               (iii)  the expiry date of such requested Letter of
     Credit is after the Termination Date, unless all of the
     Lenders have approved such expiry date in writing; or

               (iv)  such Letter of Credit does not provide for
     drafts, or is not otherwise in form and substance acceptable
     to such Issuing Lender, or the Issuance of a Letter of
     Credit shall violate any applicable policies of such Issuing
     Lender;

               (v)  such Letter of Credit is denominated in a
     currency other than Dollars.

     3.2  Issuance, Amendment and Renewal of Letters of Credit.
          ----------------------------------------------------
(a) Each Letter of Credit shall be issued upon the irrevocable
written request of the Company received by the applicable Issuing
Lender (with a copy sent by the Company to the Administrative
Agent) at least one Business Day (or such shorter time as the
applicable Issuing Lender and the Administrative Agent may agree
in a particular instance in their sole discretion) prior to the
proposed date of issuance.  Each such request for issuance of a
Letter of Credit shall be by facsimile, confirmed immediately (by
messenger or overnight courier) in an original writing, in the
form of an L/C Application, and shall specify in form and detail
satisfactory to the applicable Issuing Lender: (i) the face
amount of the Letter of Credit; (ii) the expiry date of the
Letter of Credit; (iii) the name and address of the beneficiary
thereof; (iv) the documents to be presented by the beneficiary of
the Letter of Credit in case of any drawing thereunder; (v) the
full text of any certificate to be presented by the beneficiary
in case of any drawing thereunder; and (vi) such other matters as
such Issuing Lender may require.

          (b)  Promptly upon receipt of any L/C Application or
L/C Amendment Application, the applicable Issuing Lender will
confirm with the Administrative Agent (by

                                    43
<PAGE> 51

telephone or in writing) that the Administrative Agent has received a copy of
such L/C Application or L/C Amendment Application from the Company and, if
not, such Issuing Lender will provide the Administrative Agent with a copy
thereof.  Unless the applicable Issuing Lender has received on or before the
Business Day immediately preceding the date such Issuing Lender is to issue a
requested Letter of Credit, (A) notice from the Administrative Agent directing
such Issuing Lender not to issue such Letter of Credit because such issuance
is not then permitted under subsection 3.1(a) as a result of the limitations
                            -----------------
set forth in clauses (1) through (3) thereof or (B) a notice described in
             -----------         ---
subsection 3.1(b)(ii), then, subject to the terms and conditions hereof, such
---------------------
Issuing Lender shall, on the requested date, issue a Letter of Credit for the
account of the Company in accordance with such Issuing Lender's usual and
customary business practices.

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

          (d)  The Issuing Lenders and the Lenders agree that,
while a Letter of Credit is outstanding and prior to the
Termination Date, at the option of the Company and upon the
written request of the Company received by the applicable Issuing
Lender (with a copy sent by the Company to the Administrative
Agent) at least one Business Day (or such shorter time as the
applicable Issuing Lender and the Administrative Agent may agree
in a particular instance in their sole discretion) prior to the
proposed date of notification of renewal, the applicable Issuing
Lender shall be entitled to authorize the automatic renewal of
any Letter of Credit issued by it.  Each such request for renewal
of a Letter of Credit shall be made by facsimile, confirmed
immediately in an original writing, in the form of an L/C
Amendment Application, and shall specify in form and detail
satisfactory to the applicable Issuing Lender: (i) the Letter of
Credit to be renewed; (ii) the proposed date of notification of
renewal of such Letter of Credit (which shall be a Business Day);
(iii) the revised expiry date of such Letter of Credit (which,
unless all Lenders otherwise consent in writing, shall be prior
to the Termination Date); and (iv) such other matters as such
Issuing Lender may require.  No

                                    44
<PAGE> 52

Issuing Lender shall be under any obligation to renew any Letter of Credit if:
(A) such Issuing Lender would have no obligation at such time to issue or
amend such Letter of Credit in its renewed form under the terms of this
Agreement; or (B) the beneficiary of such Letter of Credit does not accept the
proposed renewal of such Letter of Credit.  If any outstanding Letter of
Credit shall provide that it shall be automatically renewed unless the
beneficiary thereof receives notice from the applicable Issuing Lender that
such Letter of Credit shall not be renewed, and if at the time of renewal such
Issuing Lender would be entitled to authorize the automatic renewal of such
Letter of Credit in accordance with this subsection 3.2(d) upon the request of
                                         -----------------
the Company but such Issuing Lender shall not have received any L/C Amendment
Application from the Company with respect to such renewal or other written
direction by the Company with respect thereto, such Issuing Lender shall
nonetheless be permitted to allow such Letter of Credit to renew, and the
Company and the Lenders hereby authorize such renewal, and, accordingly, such
Issuing Lender shall be deemed to have received an L/C Amendment Application
from the Company requesting such renewal.

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

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

          (g)  Each Issuing Lender will deliver to the
Administrative Agent, concurrently or promptly following its
delivery of a Letter of Credit, or amendment to or renewal of a
Letter of Credit, to an advising bank or a beneficiary, a true
and complete copy of such Letter of Credit or of such amendment
or renewal.

     3.3  Risk Participations, Drawings and Reimbursements.
          ------------------------------------------------

          (a)  On and after the Effective Date, the Existing
Letters of Credit shall be deemed for all purposes (including for
purposes of the fees to be collected pursuant to Section 3.8 and
                                                 -----------
reimbursement of costs and expenses to the extent provided
herein) to be Letters of Credit outstanding under this Agreement.
Each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the applicable Issuing
Lender on the Effective Date a participation in each Existing
Letter of Credit and each drawing thereunder in an amount equal
to the product of (i) such Lender's Pro Rata Share times (ii) the
maximum amount available to be drawn under such Letter of Credit
and the amount of such drawing, respectively.  For purposes of
Section 2.1, each Existing Letter of Credit shall be deemed to
-----------
utilize the Commitment of each Lender by an amount equal to the
amount of such participation.

                                    45
<PAGE> 53

          (b)  Immediately upon the Issuance of each Letter of
Credit on or after the Effective Date, each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the applicable Issuing Lender a participation in
such Letter of Credit and each drawing thereunder in an amount
equal to the product of (i) such Lender's Pro Rata Share times
(ii) the maximum amount available to be drawn under such Letter
of Credit and the amount of such drawing, respectively.  For
purposes of Section 2.1, each Issuance of a Letter of Credit
            -----------
shall be deemed to utilize the Commitment of each Lender by an
amount equal to the amount of such participation.

          (c)  In the event of any request for a drawing under a
Letter of Credit by the beneficiary or transferee thereof, the
applicable Issuing Lender will promptly notify the Company and
the Administrative Agent.  The Company shall (subject, if
applicable, to its right to obtain Base Rate Committed Loans as
provided below) reimburse the applicable Issuing Lender prior to
10:30 a.m. Chicago time on each date that any amount is paid by
such Issuing Lender under any Letter of Credit (each such date,
an "Honor Date") in an amount equal to the amount so paid by such
    ----------
Issuing Lender; provided that, to the extent that any Issuing
Lender accepts a drawing under a Letter of Credit after 10:30
a.m. Chicago time, the Company will not be obligated to reimburse
such Issuing Lender until the next Business Day and the "Honor
Date" for such Letter of Credit shall be such next Business Day.
If the Company fails to reimburse an Issuing Lender for the full
amount of any drawing under any Letter of Credit by 10:30 a.m.
Chicago time on the Honor Date, such Issuing Lender will promptly
notify the Administrative Agent and the Administrative Agent will
promptly notify each Lender thereof, and the Company shall be
deemed to have requested that Base Rate Committed Loans be made
by the Lenders to be disbursed on the Honor Date under such
Letter of Credit, subject to the amount of the unutilized portion
of the combined Commitments and subject to the conditions set
forth in Section 5.2 other than Section 5.2(a).  Any notice given
         -----------            --------------
by an Issuing Lender or the Administrative Agent pursuant to this
subsection 3.3(c) may be oral if immediately confirmed in writing
-----------------
(including by facsimile); provided that the lack of such an
                          --------
immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.

          (d)  Each Lender shall upon any notice pursuant to
subsection 3.3(c) make available to the Administrative Agent for
-----------------
the account of the applicable Issuing Lender an amount in Dollars
and in immediately available funds equal to its Pro Rata Share of
the amount of the drawing, whereupon the Lenders shall (subject
to subsection 3.3(e)) each be deemed to have made a Committed
   -----------------
Loan consisting of a Base Rate Committed Loan to the Company in
such amount.  If any Lender so notified fails to make available
to the Administrative Agent for the account of the applicable
Issuing Lender the amount of such Lender's Pro Rata Share of the
amount of such drawing by no later than 1:00 p.m. Chicago time on
the Honor Date, then interest shall accrue on such Lender's
obligation to make such payment, from the Honor Date to the date
such Lender makes such payment, at a rate per annum equal to the
Federal Funds Rate in effect from time to time during such
period.  The Administrative Agent will promptly give notice of
the occurrence of the Honor Date, but failure of the
Administrative Agent to give any such notice on the Honor Date or
in sufficient

                                    46
<PAGE> 54

time to enable any Lender to effect such payment on such date shall not
relieve such Lender from its obligations under this Section 3.3.
                                                    -----------

          (e)  With respect to any unreimbursed drawing that is
not converted into Base Rate Committed Loans in whole or in part,
because of the Company's failure to satisfy the conditions set
forth in Section 5.2 (other than subsection 5.2(a) which need not
         -----------             -----------------
be satisfied) or for any other reason, the Company shall be
deemed to have incurred from the applicable Issuing Lender an L/C
Borrowing in the amount of such drawing, which L/C Borrowing
shall be due and payable on demand and shall bear interest
(payable on demand) at a rate per annum equal to the Base Rate
plus 2%, and each Lender's payment to such Issuing Lender
pursuant to subsection 3.3(d) shall be deemed payment in respect
            -----------------
of its participation in such L/C Borrowing and shall constitute
an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section 3.3.
                                    -----------

          (f)  Each Lender's obligation in accordance with this
Agreement to make the Committed Loans or L/C Advances, as
contemplated by this Section 3.3, as a result of a drawing under
                     -----------
a Letter of Credit, shall be absolute and unconditional and
without recourse to any Issuing Lender and shall not be affected
by any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have
against the applicable Issuing Lender, the Company or any other
Person for any reason whatsoever; (ii) the occurrence or
continuance of an Event of Default, an Unmatured Event of Default
or a Material Adverse Effect; or (iii) any other circumstance,
happening or event whatsoever, whether or not similar to any of
the foregoing; provided that each Lender's obligation to make
               --------
Committed Loans under this Section 3.3 is subject to the
                           -----------
conditions set forth in Section 5.2 (other than subsection
                        -----------             ----------
5.2(a)).
------

     3.4  Repayment of Participations.  (a) Upon (and only upon)
          ---------------------------
receipt by the Administrative Agent for the account of an Issuing
Lender of immediately available funds from the Company (i) in
reimbursement of any payment made by such Issuing Lender under a
Letter of Credit with respect to which any Lender has paid the
Administrative Agent for the account of such Issuing Lender for
such Lender's participation in such Letter of Credit pursuant to
Section 3.3 or (ii) in payment of interest thereon, the
-----------
Administrative Agent will pay to each Lender, in the same funds
as those received by the Administrative Agent for the account of
such Issuing Lender, the amount of such Lender's Pro Rata Share
of such funds, and such Issuing Lender shall receive the amount
of the Pro Rata Share of such funds of any Lender that did not so
pay the Administrative Agent for the account of such Issuing
Lender.

          (b)  If the Administrative Agent or an Issuing Lender
is required at any time to return to the Company, or to a
trustee, receiver, liquidator or custodian, or to any official in
any Insolvency Proceeding, any portion of any payment made by the
Company to the Administrative Agent for the account of an Issuing
Lender pursuant to subsection 3.4(a) in reimbursement of a
                   -----------------
payment made under a Letter of Credit or interest or fee thereon,
each Lender shall, on demand of the Administrative Agent,
forthwith return to the Administrative Agent or the applicable
Issuing Lender the amount of its Pro Rata Share of any amount so

                                    47
<PAGE> 55

returned by the Administrative Agent or such Issuing Lender plus
interest thereon from the date such demand is made to the date
such amount is returned by such Lender to the Administrative
Agent or such Issuing Lender, at a rate per annum equal to the
Federal Funds Rate in effect from time to time.

     3.5  Role of the Issuing Lenders.  (a)  Each Lender and the
          ---------------------------
Company agree that, in paying any drawing under a Letter of
Credit, the applicable Issuing Lender shall not have any
responsibility to obtain any document (other than any sight draft
and certificate expressly required by such Letter of Credit) or
to ascertain or inquire as to the validity or accuracy of any
such document or the authority of the Person executing or
delivering any such document.

          (b)  No Issuing Lender or Administrative Agent-Related
Person, nor any of their respective correspondents, participants
or assignees, shall be liable to any Lender for: (i) any action
taken or omitted in connection herewith at the request or with
the approval of the Lenders (including the Required Lenders, as
applicable); (ii) any action taken or omitted in the absence of
gross negligence or willful misconduct; or (iii) the due
execution, effectiveness, validity or enforceability of any L/C-
Related Document.

          (c)  The Company hereby assumes all risks of the acts
or omissions of any beneficiary or transferee with respect to its
use of any Letter of Credit; provided that this assumption is not
intended to, and shall not, preclude the Company's pursuing such
rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement.  No Issuing
Lender or Administrative Agent-Related Person, nor any of their
respective correspondents, participants or assignees, shall be
liable or responsible for any of the matters described in clauses
                                                          -------
(i) through (vii) of Section 3.6; provided that, anything in such
---         -----    -----------  --------
clauses to the contrary notwithstanding, the Company may have a
claim against an Issuing Lender, and such Issuing Lender may be
liable to the Company, to the extent, but only to the extent, of
any direct, as opposed to consequential or exemplary, damages
suffered by the Company which the Company proves were caused by
such Issuing Lender's willful misconduct or gross negligence or
such Issuing Lender's willful failure to pay under any Letter of
Credit after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and
conditions of such Letter of Credit.  In furtherance and not in
limitation of the foregoing: (i) an Issuing Lender may accept
documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any
notice or information to the contrary; and (ii) no Issuing Lender
shall be responsible for the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or
assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

     3.6  Obligations Absolute.  The obligations of the Company
          --------------------
under this Agreement and any L/C-Related Document to reimburse
the applicable Issuing Lender for a drawing under a Letter of
Credit, and to repay any L/C Borrowing and any drawing under a
Letter of Credit converted into Committed Loans, shall be
unconditional and irrevocable, and shall be paid

                                    48
<PAGE> 56

strictly in accordance with the terms of this Agreement and each such other
L/C-Related Document under all circumstances, including the following:

               (i)  any lack of validity or enforceability of
     this Agreement or any L/C-Related Document;

               (ii)  any change in the time, manner or place of
     payment of, or in any other term of, all or any of the
     obligations of the Company in respect of any Letter of
     Credit or any other amendment or waiver of or any consent to
     departure from all or any of the L/C-Related Documents;

               (iii)  the existence of any claim, set-off,
     defense or other right that the Company may have at any time
     against any beneficiary or any transferee of any Letter of
     Credit (or any Person for whom any such beneficiary or any
     such transferee may be acting), the applicable Issuing
     Lender or any other Person, whether in connection with this
     Agreement, the transactions contemplated hereby or by any
     L/C-Related Document or any unrelated transaction;

               (iv)  any draft, demand, certificate or other
     document presented under any Letter of Credit proving to be
     forged, fraudulent, invalid or insufficient in any respect
     or any statement therein being untrue or inaccurate in any
     respect; or any loss or delay in the transmission or
     otherwise of any document required in order to make a
     drawing under any Letter of Credit;

               (v)  any payment by an Issuing Lender under any
     Letter of Credit against presentation of a draft or
     certificate that does not strictly comply with the terms of
     such Letter of Credit; or any payment made by an Issuing
     Lender under any Letter of Credit to any Person purporting
     to be a trustee in bankruptcy, debtor-in-possession,
     assignee for the benefit of creditors, liquidator, receiver
     or other representative of or successor to any beneficiary
     or any transferee of any Letter of Credit, including any
     arising in connection with any Insolvency Proceeding;

               (vi)  any exchange, release or non-perfection of
     any collateral, or any release or amendment or waiver of or
     consent to departure from any other guarantee, for all or
     any of the obligations of the Company in respect of any
     Letter of Credit; or

               (vii)  any other circumstance or happening
     whatsoever, whether or not similar to any of the foregoing,
     including any other circumstance that might otherwise
     constitute a defense available to, or a discharge of, the
     Company or a guarantor.

     3.7  Cash Collateral Pledge. If any Letter of Credit remains
          ----------------------
outstanding and partially or wholly undrawn as of the Termination
Date, then the Company shall immediately Cash Collateralize the
L/C Obligations in an amount equal to the maximum amount then
available to be drawn under all Letters of Credit.

                                    49
<PAGE> 57

     3.8  Letter of Credit Fees.  (a)  The Company shall pay to
          ---------------------
the Administrative Agent for the account of each Lender a letter
of credit fee with respect to each Letter of Credit equal to the
L/C Fee Rate per annum of the average daily maximum amount
available to be drawn on such Letter of Credit, computed on a
quarterly basis in arrears on the last Business Day of each
calendar quarter and on the Termination Date (or such later date
on which such Letter of Credit shall expire or be fully drawn).

          (b)  The letter of credit fees payable under subsection
                                                       ----------
3.8(a) shall be due and payable quarterly in arrears on the last
------
Business Day of each calendar quarter during which Letters of
Credit are outstanding, commencing on the first such quarterly
date to occur after the Closing Date, through the Termination
Date (or such later date upon which all outstanding Letters of
Credit shall expire or be fully drawn), with the final payment to
be made on the Termination Date (or such later date).

          (c)  The Company shall pay to each Issuing Lender a
letter of credit fronting fee at such times and in such amounts
as are mutually agreed to from time to time by the Company and
such Issuing Lender.

          (d)  The Company shall pay to each Issuing Lender from
time to time on demand the normal issuance, presentation,
amendment and other processing fees, and other standard costs and
charges, of such Issuing Lender relating to letters of credit as
from time to time in effect.

     3.9  Uniform Customs and Practice.  The Uniform Customs and
          ----------------------------
Practice for Documentary Credits as published by the
International Chamber of Commerce ("UCP") most recently at the
                                    ---
time of issuance of any Letter of Credit shall (unless otherwise
expressly provided in such Letter of Credit) apply to such Letter
of Credit.


                              ARTICLE IV

                TAXES, YIELD PROTECTION AND ILLEGALITY

     4.1  Taxes. (a)  Any and all payments by the Company to each
          -----
Lender or the Administrative Agent under this Agreement and any
other Loan Document shall be made free and clear of, and without
deduction or withholding for, any Taxes.  In addition, the
Company shall pay all Other Taxes and Further Taxes.

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

               (i)  the sum payable shall be increased as
     necessary so that, after making all required deductions and
     withholdings (including deductions and

                                    50
<PAGE> 58

     withholdings applicable to additional sums payable under this Section),
     such Lender or the Administrative Agent, as the case may be, receives and
     retains an amount equal to the sum it would have received and retained
     had no such deductions or withholdings been made;

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

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

          (c)  The Company agrees to indemnify and hold harmless
each Lender and the Administrative Agent for the full amount of
Taxes, Other Taxes and Further Taxes in the amount that such
Lender specifies as necessary to preserve the after-tax yield
such Lender would have received if such Taxes, Other Taxes or
Further Taxes had not been imposed, and any liability (including
penalties, interest, additions to tax and expenses) arising
therefrom or with respect thereto, whether or not such Taxes,
Other Taxes or Further Taxes were correctly or legally asserted.
Payment under this indemnification shall be made within 30 days
after the date such Lender or the Administrative Agent makes
written demand therefor.

          (d)  Within 30 days after the date of any payment by
the Company of any Taxes, Other Taxes or Further Taxes, the
Company shall furnish each applicable Lender and the
Administrative Agent the original or a certified copy of a
receipt evidencing payment thereof, or other evidence of payment
satisfactory to such Lender and the Administrative Agent.

          (e)  If the Company is required to pay any amount to
any Lender or the Administrative Agent pursuant to subsection (b)
                                                   --------------
or (c) of this Section, then such Lender shall use reasonable
   ---
efforts (consistent with legal and regulatory restrictions) to
change the jurisdiction of its Lending Office so as to eliminate
any such additional payment by the Company which may thereafter
accrue, if such change in the sole judgment of such Lender is not
otherwise disadvantageous to such Lender.

          (f)  Notwithstanding the foregoing provisions of this
Section 4.1, if any Lender fails to notify the Company of any
-----------
event or circumstance which will entitle such Lender to
compensation pursuant to this Section 4.1 within 120 days after
                              -----------
such Lender obtains knowledge of such event or circumstance, then
such Lender shall not be entitled to compensation from the
Company for any amount arising prior to the date which is 120
days before the date on which such Lender notifies the Company of
such event or circumstance.

     4.2  Illegality.  (a)  If any Lender determines that the
          ----------
introduction of any Requirement of Law, or any change in any
Requirement of Law, or in the interpretation or administration of
any Requirement of Law, has made it unlawful, or that any central
bank or other Governmental Authority has asserted that it is
unlawful, for such Lender or its applicable Lending Office to
make Offshore Rate Committed Loans, then, on notice thereof by such

                                    51
<PAGE> 59

Lender to the Company through the Administrative Agent, any obligation of such
Lender to make Offshore Rate Committed Loans shall be suspended until such
Lender notifies the Administrative Agent and the Company that the
circumstances giving rise to such determination no longer exist.

          (b)  If a Lender determines that it is unlawful to
maintain any Offshore Rate Committed Loan, the Company shall,
upon its receipt of notice of such fact and demand from such
Lender (with a copy to the Administrative Agent), prepay in full
such Offshore Rate Committed Loan of such Lender the outstanding,
together with interest accrued thereon and amounts required under
Section 4.4, either on the last day of the Interest Period
-----------
thereof, if such Lender may lawfully continue to maintain such
Offshore Rate Committed Loan to such day, or immediately, if such
Lender may not lawfully continue to maintain such Offshore Rate
Committed Loan.  If the Company is required to so prepay any
Offshore Rate Committed Loan, then concurrently with such
prepayment, the Company shall borrow from the affected Lender, in
the amount of such repayment, a Base Rate Committed Loan.

          (c)  If the obligation of any Lender to make or
maintain Offshore Rate Committed Loans has been so terminated or
suspended, all Loans which would otherwise be made by such Lender
as Offshore Rate Committed Loans shall be instead Base Rate
Committed Loans.

          (d)  Before giving any notice to the Administrative
Agent under this Section, the affected Lender shall designate a
different Lending Office with respect to its Offshore Rate
Committed Loans if such designation will avoid the need for
giving such notice or making such demand and will not, in the
judgment of such Lender, be illegal or otherwise disadvantageous
to such Lender.

     4.3  Increased Costs and Reduction of Return.  (a)  If any
          ---------------------------------------
Lender determines that, due to either (i) the introduction of or
any change (other than any change by way of imposition of or
increase in reserve requirements included in the calculation of
the Offshore Rate) in or in the interpretation of any law or
regulation or (ii) compliance by such Lender with any guideline
or request from any central bank or other Governmental Authority
(whether or not having the force of law), there shall be any
increase in the cost to such Lender of agreeing to make or
making, funding or maintaining any Offshore Rate Committed Loan
or participating in any Letter of Credit, or, in the case of an
Issuing Lender, any increase in the cost to such Issuing Lender
of agreeing to issue, issuing or maintaining any Letter of Credit
or of agreeing to make or making, funding or maintaining any
unpaid drawing under any Letter of Credit, then the Company shall
be liable for, and shall from time to time, upon demand (with a
copy of such demand to be sent to the Administrative Agent), pay
to the Administrative Agent for the account of such Lender,
additional amounts as are sufficient to compensate such Lender
for such increased cost.

          (b)  If any Lender shall have determined that (i) the
introduction of any Capital Adequacy Regulation, (ii) any change
in any Capital Adequacy Regulation, (iii) any

                                    52
<PAGE> 60

change in the interpretation or administration of any Capital Adequacy
Regulation by any central bank or other Governmental Authority
charged with the interpretation or administration thereof, or
(iv) compliance by such Lender (or its Lending Office) or any
corporation controlling such Lender with any Capital Adequacy
Regulation affects or would affect the amount of capital required
or expected to be maintained by such Lender or any corporation
controlling such Lender and (taking into consideration such
Lender's or such corporation's policies with respect to capital
adequacy and such Lender's desired return on capital) determines
that the amount of such capital is increased as a consequence of
its Commitment, Loans or obligations under this Agreement, then,
upon demand of such Lender to the Company through the
Administrative Agent, the Company shall pay to such Lender, from
time to time as specified by such Lender, additional amounts
sufficient to compensate such Lender for such increase.

          (c)  Notwithstanding the foregoing provisions of this
Section 4.3, if any Lender fails to notify the Company of any
-----------
event or circumstance which will entitle such Lender to
compensation pursuant to this Section 4.3 within 60 days after
                              -----------
such Lender obtains knowledge of such event or circumstance, then
such Lender shall not be entitled to compensation from the
Company for any amount arising prior to the date which is 60 days
before the date on which such Lender notifies the Company of such
event or circumstance.

     4.4  Funding Losses.  The Company shall reimburse each
          --------------
Lender and hold each Lender harmless from any loss or expense
which the Lender may sustain or incur as a consequence of:

          (a)  the failure of the Company to make on a timely
basis any payment of principal of any Offshore Rate Committed
Loan or Bid Loan;

          (b)  the failure of the Company to borrow, continue or
convert a Loan after the Company has given (or is deemed to have
given) a Notice of Committed Borrowing or a Notice of
Conversion/Continuation or has accepted a Competitive Bid for
such Loan;

          (c)  the failure of the Company to make any prepayment
in accordance with any notice delivered under Section 2.8;
                                              -----------

          (d)  the prepayment (including after acceleration
thereof) of an Offshore Rate Committed Loan or a Bid Loan on a
day that is not the last day of the relevant Interest Period; or

          (e)  the automatic conversion under subsection 2.4(a)
                                              -----------------
of any Offshore Rate Committed Loan to a Base Rate Committed Loan
on a day that is not the last day of the relevant Interest
Period;

including any such loss or expense arising from the liquidation
or reemployment of funds obtained by it to maintain its Offshore
Rate Loans or Bid Loans or from fees payable to

                                    53
<PAGE> 61

terminate the deposits from which such funds were obtained.  For purposes of
calculating amounts payable by the Company to the Lenders under this Section
and under subsection 4.3(a), each Offshore Rate Committed Loan made by a
          -----------------
Lender (and each related reserve, special deposit or similar requirement)
shall be conclusively deemed to have been funded at the IBOR used in
determining the Offshore Rate for such Offshore Rate Committed Loan by a
matching deposit or other borrowing in the interbank eurodollar market for
a comparable amount and for a comparable period, whether or not such Offshore
Rate Committed Loan is in fact so funded.

     4.5  Inability to Determine Rates.  If (a) the
          ----------------------------
Administrative Agent determines that for any reason adequate and
reasonable means do not exist for determining the Offshore Rate
for any requested Interest Period with respect to a proposed
Offshore Rate Committed Loan, or (b) the Required Lenders
determine that the Offshore Rate applicable pursuant to
subsection 2.10(a) for any requested Interest Period with respect
------------------
to a proposed Offshore Rate Committed Loan does not adequately
and fairly reflect the cost to such Lenders of funding such Loan,
the Administrative Agent will promptly so notify the Company and
each Lender.  Thereafter, the obligation of the Lenders to make
or maintain Offshore Rate Committed Loans hereunder shall be
suspended until the Administrative Agent (upon the instruction of
the Required Lenders in the case of clause (b)) revokes such
                                    ----------
notice in writing.  Upon receipt of such notice, the Company may
revoke any Notice of Committed Borrowing or Notice of
Conversion/Continuation then submitted by it.  If the Company
does not revoke such Notice, the Lenders shall make, convert or
continue the Loans, as proposed by the Company, in the amount
specified in the applicable notice submitted by the Company, but
such Loans shall be made, converted or continued as Base Rate
Committed Loans instead of Offshore Rate Committed Loan.

     4.6  Certificates of Lenders.  Any Lender claiming
          -----------------------
reimbursement or compensation under this Article IV shall deliver
                                         ----------
to the Company (with a copy to the Administrative Agent) a
certificate setting forth in reasonable detail the amount payable
to such Lender hereunder and the manner in which such amount has
been calculated, and such certificate shall be conclusive and
binding on the Company in the absence of manifest error.

     4.7  Substitution of Lenders.  Upon the receipt by the
          -----------------------
Company from any Lender of a claim for compensation under Section
                                                          -------
4.1 or 4.3 or a notice of the type described in Section 4.2, the
---    ---                                      -----------
Company may:  (i) designate a replacement bank or financial
institution satisfactory to the Company (a "Replacement Lender")
                                            ------------------
to acquire and assume all or a ratable part of all of such
affected Lender's Loans and Commitment; and/or (ii) request one
or more of the other Lenders to acquire and assume all or part of
such affected Lender's Loans and Commitment.  Any designation of
a Replacement Lender under clause (i) shall be subject to the
                           ----------
prior written consent of the Administrative Agent (which consent
shall not be unreasonably withheld).

     4.8  Survival.  The agreements and obligations of the
          --------
Company in this Article IV shall survive the termination of this
                ----------
Agreement and the payment of all other Obligations.

                                    54
<PAGE> 62


                              ARTICLE V

                        CONDITIONS PRECEDENT

     5.1  Conditions to Effectiveness.  This Agreement shall
          ---------------------------
become effective, and all loans outstanding under the Existing
Credit Agreement shall be deemed to have been made hereunder and
all Existing Letters of Credit shall be deemed to have been
Issued hereunder, on the date (the "Effective Date") on which the
                                    --------------
Administrative Agent shall have received (i) evidence that the
Company has paid all fees and other amounts (other than principal
and interest on outstanding Loans) accrued under the Existing
Credit Agreement and (ii) all of the following, in form and
substance satisfactory to the Administrative Agent and each
Lender, and (except for the Notes) in sufficient copies for each
Lender:

          (a)  Agreement and Notes.  This Agreement and the Notes
               -------------------
executed by each party hereto and thereto.

          (b)  Resolutions; Incumbency.
               -----------------------

               (i)  Copies of the resolutions of the board of
     directors of the Company and each Guarantor authorizing the
     execution and delivery of the Loan Documents to which such
     Person is a party and the consummation of the transactions
     contemplated hereby, certified as of the Effective Date by
     the Secretary or an Assistant Secretary of such Person; and

               (ii)  a certificate of the Secretary or Assistant
     Secretary of the Company and each Guarantor certifying the
     names and true signatures of the officers of such Person
     authorized to execute and deliver the Loan Documents to
     which such Person is a party (and, in the case of the
     Company, to execute and deliver Notices of Borrowing,
     Notices of Conversion/Continuation, Competitive Bid
     Requests, Notices of Swing Line Loans, Compliance
     Certificates, L/C Applications, L/C Amendment Applications
     and similar documents).

          (c)  Organization Documents.  The articles or
               ----------------------
certificate of incorporation and the bylaws of the Company and
each Guarantor as in effect on the Effective Date, certified by
the Secretary or Assistant Secretary of such Person as of the
Effective Date.

          (d)  Legal Opinions.
               --------------

               (i)  An opinion of Bryan Cave LLP, counsel to the
     Company and the Guarantors, substantially in the form of
     Exhibit H; and
     ---------

               (ii)  an opinion of Mayer, Brown & Platt, special
     counsel to the Administrative Agent, substantially in the
     form of Exhibit I.
             ---------

                                    55
<PAGE> 63

          (e)  Payment of Fees.  Evidence of payment by the
               ---------------
Company of all accrued and unpaid fees, costs and expenses to the
extent then due and payable hereunder on the Effective Date,
together with Attorney Costs of BofA to the extent invoiced prior
to or on the Effective Date, plus such additional amounts of
Attorney Costs as shall constitute BofA's reasonable estimate of
Attorney Costs incurred or to be incurred by it through the
closing proceedings (provided that such estimate shall not
thereafter preclude final settling of accounts between the
Company and BofA), including any such costs, fees and expenses
arising under or referenced in Sections 2.11 and 11.4.
                               -------------     ----

          (f)  Certificate.  A certificate signed by a
               -----------
Responsible Officer, dated as of the Effective Date, stating
that:

               (i)  the representations and warranties contained
     in Article VI are true and correct on and as of such date,
        ----------
     as though made on and as of such date;

               (ii)  no Event of Default or Unmatured Event of
     Default exists or would result from the effectiveness of
     this Agreement; and

               (iii)  since December 31, 1996, no event or
     circumstance has occurred that has resulted or could
     reasonably be expected to result in a Material Adverse
     Effect.

          (g)  Guaranty.  A Guaranty executed by each of the
               --------
Guarantors.

          (h)  Other Documents.  Such other approvals, opinions,
               ---------------
documents or materials as the Administrative Agent or any Lender
may reasonably request.

     5.2  Conditions to All Credit Extensions.  The obligation of
          -----------------------------------
each Lender to make any Loan to be made by it (including the
obligation of the Swing Line Lender to make any Swing Line Loan)
and the obligation of any Issuing Lender to Issue any Letter of
Credit is subject to the satisfaction of the following conditions
precedent on the relevant Borrowing Date or Issuance Date:

          (a)  Notice, Application.  The Administrative Agent
               -------------------
shall have received a Notice of Committed Borrowing or notice of
the acceptance by the Company of one or more Competitive Bids or
the Swing Line Lender and the Administrative Agent shall have
received a Notice of Swing Line Loan or, in the case of the
Issuance of any Letter of Credit, the applicable Issuing Lender
and the Administrative Agent shall have received an L/C
Application or L/C Amendment Application, as required under
Section 3.2.
-----------

          (b)  Continuation of Representations and Warranties.
               ----------------------------------------------
The representations and warranties in Article VI (excluding
                                      ----------
Section 6.5, subsections 6.7(a) and 6.7(c) and Section 6.11)
-----------  ------------------     ------     ------------
shall be true and correct on and of such Borrowing Date or
Issuance Date with the same effect as if made on and as of such
Borrowing Date or Issuance Date (except to the extent

                                    56
<PAGE> 64

such representations and warranties expressly refer to an earlier
date, in which case they shall be true and correct as of such
earlier date).

          (c)  No Existing Default.  No Event of Default or
               -------------------
Unmatured Event of Default shall exist or shall result from such
Borrowing, Swing Line Loan or Issuance.

Each Notice of Committed Borrowing, notice of acceptance of a
Competitive Bid, Notice of Swing Line Loan, L/C Application and
L/C Amendment Application submitted by the Company hereunder
shall constitute a representation and warranty by the Company
that, as of the date of each such notice and as of the relevant
Borrowing Date or Issuance Date, as applicable, the conditions in
this Section 5.2 are satisfied.
     -----------


                              ARTICLE VI

                    REPRESENTATIONS AND WARRANTIES

     The Company represents and warrants to the Administrative
Agent and each Lender that:

     6.1  Corporate Existence and Power.  The Company and each of
          -----------------------------
its Subsidiaries:

          (a)  is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its
incorporation;

          (b)  has the power and authority and all governmental
licenses, authorizations, consents and approvals (i) to own its
assets and to carry on its business and (ii) to execute, deliver
and perform its obligations under the Loan Documents to which it
is a party;

          (c)  is duly qualified as a foreign corporation and is
licensed and in good standing under the laws of each jurisdiction
where its ownership, lease or operation of property or the
conduct of its business requires such qualification or license;
and

          (d)  is in compliance with all Requirements of Law;

except, in each case referred to in subclause (b)(i), clause (c)
                                    ----------------  ----------
or clause (d), to the extent that the failure to do so could not
   ----------
reasonably be expected to have a Material Adverse Effect.

     6.2  Corporate Authorization; No Contravention.  The
          -----------------------------------------
execution, delivery and performance by the Company and each
Guarantor of each Loan Document to which such Person is party
have been duly authorized by all necessary corporate action, and
do not and will not:

                                    57
<PAGE> 65

          (a)  contravene the terms of any of such Person's
Organization Documents;

          (b)  conflict with or result in any breach or
contravention of, or the creation of any Lien under, any document
evidencing any Contractual Obligation to which such Person or any
of its Subsidiaries is a party or any order, injunction, writ or
decree of any Governmental Authority to which such Person or any
of its Subsidiaries or any of its or their property is subject;
or

          (c)  violate any Requirement of Law.

     6.3  Governmental Authorization.  No approval, consent,
          --------------------------
exemption, authorization or other action by, or notice to, or
filing with, any Governmental Authority is necessary or required
in connection with the execution, delivery or performance by, or
enforcement against, the Company or any Guarantor of the
Agreement or any other Loan Document.

     6.4  Binding Effect.  This Agreement and each other Loan
          --------------
Document to which the Company or any Guarantor is a party
constitute the legal, valid and binding obligations of the
Company and such Guarantor, to the extent such Person is a party
thereto, enforceable against such Person in accordance with their
respective terms, except as enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally or by equitable
principles relating to enforceability.

     6.5  Litigation.  Except as specifically disclosed on
          ----------
Schedule 6.5, there are no actions, suits, proceedings, claims or
------------
disputes pending or, to the best knowledge of the Company,
threatened or contemplated, at law, in equity, in arbitration or
before any Governmental Authority, against the Company or any
Subsidiary or any of their respective properties; (a) which
purport to affect or pertain to this Agreement or any other Loan
Document, or any of the transactions contemplated hereby or
thereby; or (b) as to which there exists a reasonable likelihood
of an adverse determination, which determination would reasonably
be expected to have a Material Adverse Effect.  No injunction,
writ, temporary restraining order or other order of any nature
has been issued by any court or other Governmental Authority
purporting to enjoin or restrain the execution, delivery or
performance of this Agreement or any other Loan Document, or
directing that the transactions provided for herein or therein
not be consummated as herein or therein provided.

     6.6  No Default.  No Event of Default or Unmatured Event of
          ----------
Default exists or would result from the incurring of any
Obligations by the Company.  As of the Effective Date, neither
the Company nor any Subsidiary is in default under or with
respect to any Contractual Obligation in any respect which,
individually or together with all such defaults, could reasonably
be expected to have a Material Adverse Effect.

     6.7  ERISA Compliance.  Except as specifically disclosed in
          ----------------
Schedule 6.7:
------------

                                    58
<PAGE> 66

          (a)  Each Plan is in compliance in all material
respects with the applicable provisions of ERISA, the Code and
other federal or state law.  Each Plan which is intended to
qualify under Section 401(a) of the Code has received a favorable
determination letter from the IRS and to the best knowledge of
the Company, nothing has occurred which would cause the loss of
such qualification.  The Company and each ERISA Affiliate has
made all required contributions to any Plan subject to Section
412 of the Code, and no application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of
the Code has been made with respect to any Plan.

          (b)  There are no pending or, to the best knowledge of
Company, threatened claims, actions or lawsuits, or action by any
Governmental Authority, with respect to any Plan which has
resulted or could reasonably be expected to result in a Material
Adverse Effect.  There has been no prohibited transaction or
violation of the fiduciary responsibility rules with respect to
any Plan which has resulted or could reasonably be expected to
result in a Material Adverse Effect.

          (c)  (i) No ERISA Event has occurred or is reasonably
expected to occur; (ii) no contribution failure has occurred with
respect to a Pension Plan sufficient to give rise to a Lien under
Section 302(f) of ERISA; (iii) no Pension Plan has any Unfunded
Pension Liability; (iv) neither the Company nor any ERISA
Affiliate has incurred, or reasonably expects to incur, any
liability under Title IV of ERISA with respect to any Pension
Plan (other than premiums due and not delinquent under Section
4007 of ERISA); (v) neither the Company nor any ERISA Affiliate
has incurred, or reasonably expects to incur, any liability (and
no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under
Section 4201 or 4243 of ERISA with respect to a Multiemployer
Plan; and (vi) neither the Company nor any ERISA Affiliate has
engaged in a transaction that could be subject to Section 4069 or
4212(c) of ERISA.

     6.8  Use of Proceeds; Margin Regulations.  The proceeds of
          -----------------------------------
the Loans will be used solely for the purposes set forth in and
permitted by Section 7.12 and Section 8.8.  Neither the Company
             ------------     -----------
nor any Subsidiary is generally engaged in the business of
purchasing or selling Margin Stock or extending credit for the
purpose of purchasing or carrying Margin Stock.

     6.9  Title to Properties.  The Company and each Subsidiary
          -------------------
have good record and marketable title in fee simple to, or valid
leasehold interests in, all real property necessary or used in
the ordinary conduct of their respective businesses, except for
such defects in title as could not, individually or in the
aggregate, have a Material Adverse Effect.  As of the Effective
Date, the property of the Company and its Subsidiaries is subject
to no Liens, other than Permitted Liens.

     6.10  Taxes.  The Company and its Subsidiaries have filed
           -----
all Federal and other material tax returns and reports required
to be filed, and have paid all Federal and other material taxes,
assessments, fees and other governmental charges levied or
imposed upon them or their properties, income or assets otherwise
due and payable, except those which are being

                                    59
<PAGE> 67

contested in good faith by appropriate proceedings and for which adequate
reserves have been provided in accordance with GAAP. There is no proposed
tax assessment against the Company or any Subsidiary that would, if made, have
a Material Adverse Effect.

     6.11  Financial Condition.  (a)(1) The audited consolidated
           -------------------
financial statements of the Company and its Subsidiaries dated
March 25, 1997, and the related consolidated statements of income
or operations, shareholders' equity and cash flows for the fiscal
year ended on that date, and (2) the unaudited interim
consolidated financial statements of the Company and its
Subsidiaries dated June 17, 1997, and the related consolidated
statements of income or operations, shareholders' equity and cash
flows for the fiscal quarter ended on that date:

               (i)  were prepared in accordance with GAAP
     consistently applied throughout the periods covered thereby,
     except as otherwise expressly noted therein (subject, in the
     case of the unaudited interim statements, to the absence of
     footnotes and to ordinary, good faith year-end audit
     adjustments);

               (ii)  fairly present (subject, in the case of the
     unaudited interim statements, to ordinary, good faith year-
     end audit adjustments) the financial condition of the
     Company and its Subsidiaries as of the dates thereof and the
     results of operations for the periods covered thereby; and

               (iii)  except as specifically disclosed in
     Schedule 6.11, show all material indebtedness and other
     -------------
     liabilities, absolute or contingent, of the Company and its
     consolidated Subsidiaries as of the dates thereof, including
     liabilities for taxes and material Contingent Obligations.

          (b)  Since March 25, 1997, there has been no Material
Adverse Effect.

     6.12  Environmental Matters.  The Company conducts in the
           ---------------------
ordinary course of business a review of the effect of existing
Environmental Laws and existing Environmental Claims on its
business, operations and properties, and as a result thereof the
Company has reasonably concluded that, except as specifically
disclosed in Schedule 6.12, such Environmental Laws and
             -------------
Environmental Claims could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

     6.13  Regulated Entities.  None of the Company, any Person
           ------------------
controlling the Company, or any Subsidiary is an "Investment
Company" within the meaning of the Investment Company Act of
1940.  The Company is not subject to regulation under the Public
Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act, any state public utilities code, or any
other Federal or state statute or regulation limiting its ability
to incur Indebtedness.

     6.14  No Burdensome Restrictions.  Neither the Company nor
           --------------------------
any Subsidiary is a party to or bound by any Contractual
Obligation, or subject to any restriction in any

                                    60
<PAGE> 68

Organization Document or any Requirement of Law, which could reasonably be
expected to have a Material Adverse Effect.

     6.15  Copyrights, Patents, Trademarks and Licenses, etc.
           -------------------------------------------------
The Company or its Subsidiaries own or are licensed or otherwise
have the right to use all of the material patents, trademarks,
service marks, trade names, copyrights, contractual franchises,
authorizations and other rights that are reasonably necessary for
the operation of their respective businesses, without conflict
with the rights of any other Person.  To the best knowledge of
the Company, no slogan or other advertising device, product,
process, method, substance, part or other material now employed,
or now contemplated to be employed, by the Company or any
Subsidiary, and which is material to the business or operations
of the Company and its Subsidiaries, infringes upon any rights
held by any other Person.

     6.16  Subsidiaries.  As of the Effective Date, the Company
           ------------
has no Subsidiaries other than those specifically disclosed in
part (a) of Schedule 6.16 (and no Significant Subsidiaries other
--------    -------------
than those identified as such in part (a) of such Schedule) and
                                 --------
has no equity investments in any other corporation or entity
other than those specifically disclosed in part (b) of Schedule
                                           --------    --------
6.16.
----

     6.17  Insurance.  The properties of the Company and its
           ---------
Subsidiaries are insured with financially sound and reputable
insurance companies not Affiliates of the Company, in such
amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses
and owning similar properties in localities where the Company or
such Subsidiary operates.

     6.18  Swap Obligations.  Neither the Company nor any of its
           ----------------
Subsidiaries has incurred any outstanding obligations under any
Swap Contracts, other than Permitted Swap Obligations.  The
Company has undertaken its own independent assessment of its
consolidated assets, liabilities and commitments and has
considered appropriate means of mitigating and managing risks
associated with such matters and has not relied on any swap
counterparty or any Affiliate of any swap counterparty in
determining whether to enter into any Swap Contract.

     6.19  Full Disclosure.  The representations and warranties
           ---------------
made by the Company and its Subsidiaries in the Loan Documents as
of the date such representations and warranties are made or
deemed made, and the statements contained in any exhibit, report,
statement or certificate furnished by or on behalf of the Company
or any Subsidiary in connection with the Loan Documents, taken as
a whole, do not contain any untrue statement of a material fact
or omit any material fact required to be stated therein or
necessary to make the statements made therein, in light of the
circumstances under which they are made, not misleading as of the
time when made or delivered.

     6.20  CooperSmith Acquisition.  (a)  The CooperSmith
           -----------------------
Acquisition will comply in all material respects with all
applicable legal requirements, and all necessary governmental,

                                    61
<PAGE> 69

regulatory, shareholder and other consents and approvals required
for the consummation of the CooperSmith Acquisition will be duly
obtained and in full force and effect prior to the consummation
thereof, except to the extent that failure to obtain such
consents and approvals will not have a Material Adverse Effect or
materially adversely affect the value of CooperSmith.

          (b) The consummation of the CooperSmith Acquisition
will not violate any statute or regulation of the United States
or of any state or other applicable jurisdiction, or any order,
judgment or decree of any court or governmental body, or result
in a breach of, or constitute a default under, any material
agreement or indenture, or any order or decree, affecting the
Company or any of its Subsidiaries (including any entity which
will be a Subsidiary after giving effect to the CooperSmith
Acquisition), except to the extent such violations, breaches and
defaults will not have a Material Adverse Effect or materially
adversely affect the value of CooperSmith.

          (c) The Company will not agree to any amendment, waiver
or other modification to the CooperSmith Acquisition Documents
which would have a Material Adverse Effect.


                              ARTICLE VII

                         AFFIRMATIVE COVENANTS

     So long as any Lender shall have any Commitment hereunder,
or any Loan or other Obligation shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding,
unless the Required Lenders waive compliance in writing:

     7.1  Financial Statements.  The Company shall deliver to the
          --------------------
Administrative Agent, in form and detail satisfactory to the
Administrative Agent and the Required Lenders, with sufficient
copies for each Lender:

          (a)  as soon as available, but not later than 100 days
after the end of each fiscal year, a copy of the audited
consolidated balance sheet of the Company and its Subsidiaries as
at the end of such year and the related consolidated statements
of income or operations, shareholders' equity and cash flows for
such year, setting forth in each case in comparative form the
figures for the previous fiscal year, and accompanied by the
opinion of Price Waterhouse L.L.P. or another
nationally-recognized independent public accounting firm
("Independent Auditor"), which opinion (i) shall state that such
  -------------------
consolidated financial statements present fairly the Company's
consolidated financial position for the periods indicated in
conformity with GAAP and (ii) shall not be qualified or limited
because of a restricted or limited examination by the Independent
Auditor of any material portion of the Company's or any
Subsidiary's records; and

                                    62
<PAGE> 70

          (b)  as soon as available, but not later than 55 days
after the end of each of the first three fiscal quarters of each
fiscal year, a copy of the unaudited consolidated balance sheet
of the Company and its Subsidiaries as of the end of such quarter
and the related consolidated statements of income, shareholders'
equity and cash flows for the period commencing on the first day
and ending on the last day of such quarter, and certified by a
Responsible Officer as fairly presenting, in accordance with GAAP
(subject to ordinary, good faith year-end audit adjustments), the
financial position and the results of operations of the Company
and its Subsidiaries as of such date and for such period.

     7.2  Certificates; Other Information.  The Company shall
          -------------------------------
furnish to the Administrative Agent, with sufficient copies for
each Lender:

          (a)  concurrently with the delivery of the financial
statements referred to in subsections 7.1(a) and (b), a
                          ------------------     ---
Compliance Certificate executed by a Responsible Officer;

          (b)  promptly, copies of all financial statements and
reports that the Company sends to its shareholders, and copies of
all financial statements and regular, periodic or special reports
(including Forms 10K, 10Q and 8K) that the Company or any
Subsidiary may make to, or file with, the SEC; and

          (c)  promptly, such additional information regarding
the business, financial or corporate affairs of the Company or
any Subsidiary as the Administrative Agent, at the request of any
Lender, may from time to time reasonably request.

     7.3  Notices.  The Company shall promptly (or, in the case
          -------
of any event described in clause (c)(ii) below, not less than 10
                          --------------
days prior to the occurrence of such event) notify the
Administrative Agent and each Lender:

          (a)  of the occurrence of any Event of Default or
Unmatured Event of Default known to the Company;

          (b)  of any of the following matters that has resulted
or is reasonably expected to result in a Material Adverse Effect:
(i) breach or non-performance of, or any default under, a
Contractual Obligation of the Company or any Subsidiary; (ii) any
dispute, litigation, investigation, proceeding or suspension
between the Company or any Subsidiary and any Governmental
Authority; or (iii) the commencement of, or any material
development in, any litigation or proceeding affecting the
Company or any Subsidiary including pursuant to any applicable
Environmental Laws;

          (c)  of the occurrence of any of the following events
known to the Company which affect the Company or any ERISA
Affiliate, and deliver to the Administrative Agent and each
Lender a copy of any notice with respect to such event that is
filed with a Governmental Authority and any notice delivered by a
Governmental Authority to the Company or any ERISA Affiliate with
respect to such event:

                                    63
<PAGE> 71

               (i)  an ERISA Event;

               (ii)  a contribution failure with respect to a
     Pension Plan sufficient to give rise to a Lien under Section
     302(f) of ERISA;

               (iii)  a material increase in the Unfunded Pension
     Liability of any Pension Plan;

               (iv)  the adoption of, or the commencement of
     contributions to, any Plan subject to Section 412 of the
     Code by the Company or any ERISA Affiliate; or

               (v)  the adoption of any amendment to a Plan
     subject to Section 412 of the Code, if such amendment
     results in a material increase in contributions or Unfunded
     Pension Liability; and

          (d)  of any material change in accounting policies or
financial reporting practices by the Company and its consolidated
Subsidiaries.

          Each notice under this Section shall be accompanied by
a written statement by a Responsible Officer setting forth
details of the occurrence referred to therein, and stating what
action the Company or any affected Subsidiary proposes to take
with respect thereto.  Each notice under subsection 7.3(a) shall
                                         -----------------
describe with particularity any and all clauses or provisions of
this Agreement or any other Loan Document that have been breached
or violated.

     7.4  Preservation of Corporate Existence, Etc.  The Company
          ----------------------------------------
shall, and shall cause each Significant Subsidiary to:

          (a)  preserve and maintain in full force and effect its
corporate existence and good standing under the laws of its
jurisdiction of organization;

          (b)  preserve and maintain in full force and effect all
governmental rights, privileges, qualifications, permits,
licenses and franchises necessary or desirable in the normal
conduct of its business (except in connection with transactions
permitted by Section 8.4 and sales of assets permitted by Section
             -----------                                  -------
8.3);
---

          (c)  use reasonable efforts, in the ordinary course of
business, to preserve its business organization and goodwill; and

          (d)  preserve or renew all of its registered patents,
trademarks, trade names and service marks, the non-preservation
of which could reasonably be expected to have a Material Adverse
Effect.

                                    64
<PAGE> 72

     7.5  Maintenance of Property.  The Company shall, and shall
          -----------------------
cause each Subsidiary to, maintain and preserve all its property
which is used or useful in its business in good working order and
condition, ordinary wear and tear excepted, except to the extent
that failure to do so would not reasonably be expected to have a
Material Adverse Effect.

     7.6  Insurance.  The Company shall, and shall cause each
          ---------
Subsidiary to, maintain, with financially sound and reputable
independent insurers, insurance with respect to its properties
and business against loss or damage of the kinds customarily
insured against by Persons engaged in the same or similar
business, of such types and in such amounts as are customarily
carried under similar circumstances by such other Persons.

     7.7  Payment of Obligations.  The Company shall, and shall
          ----------------------
cause each Subsidiary to, pay and discharge, as the same shall
become due and payable, all their respective material obligations
and liabilities, including:

          (a)  all material tax liabilities, assessments and
governmental charges or levies upon it or its properties or
assets, unless the same are being contested in good faith by
appropriate proceedings and adequate reserves in accordance with
GAAP are being maintained by the Company or such Subsidiary; and

          (b)  all material claims which, if unpaid, would by law
become a Lien upon its property.

     7.8  Compliance with Laws.  The Company shall, and shall
          --------------------
cause each Subsidiary to, comply in all material respects with
all material Requirements of Law of any Governmental Authority
having jurisdiction over it or its business (including the
Federal Fair Labor Standards Act), except such as may be
contested in good faith or as to which a bona fide dispute may
exist.

     7.9  Compliance with ERISA.  The Company shall, and shall
          ---------------------
cause each of its ERISA Affiliates to:  (a) maintain each Plan in
compliance in all material respects with the applicable
provisions of ERISA, the Code and other federal or state law; (b)
cause each Plan which is qualified under Section 401(a) of the
Code to maintain such qualification; and (c) make all required
contributions to any Plan subject to Section 412 of the Code;
provided that, with respect to the "ABA Plan" described in
--------
Schedule 6.7, the Company shall not be deemed to be in default
------------
under this Section 7.9 if such Plan is in material compliance
           -----------
with the foregoing provisions not later than March 1, 1997.

     7.10  Inspection of Property and Books and Records.  The
           --------------------------------------------
Company shall, and shall cause each Subsidiary to, maintain
proper books of record and account, in which full, true and
correct entries (sufficient to permit the preparation of
consolidated financial statements in conformity with GAAP) shall
be made of all financial transactions and matters involving the
assets and business of the Company and such Subsidiary.  The
Company shall permit, and shall cause each Significant Subsidiary
to permit, the Administrative Agent, any Lender or

                                    65
<PAGE> 73

their respective representatives, at any reasonable time during normal
business hours and from time to time at the request of the
Administrative Agent or the relevant Lender, to visit and inspect
the properties of the Company or any Significant Subsidiary (and,
if (i) any Unmatured Event of Default exists and has been
continuing for 15 days or (ii) any Event of Default exists to
examine their respective corporate, financial and operating
records, and make copies thereof or abstracts therefrom), and to
discuss the affairs, finances and accounts of the Company or any
Significant Subsidiary with the appropriate officers of the
Company or such Significant Subsidiary.

     7.11  Environmental Laws.  The Company shall, and shall
           ------------------
cause each Subsidiary to, conduct its operations and keep and
maintain its property in material compliance with all material
Environmental Laws.

     7.12  Use of Proceeds.  The Company shall use the proceeds
           ---------------
of the Loans for working capital and other general corporate
purposes (including the CooperSmith Acquisition) not in
contravention of any Requirement of Law or of any Loan Document;
provided that the Company shall not use the proceeds of any Loan
--------
to make any Acquisition if the Board of Directors of the Person
to be acquired has not approved such Acquisition.

     7.13  Further Assurances.  Promptly upon the creation or
           ------------------
acquisition of any Significant Subsidiary (other than a Foreign
Subsidiary but including, without limitation, CooperSmith), and
promptly after any Subsidiary (other than a Foreign Subsidiary)
shall become a Significant Subsidiary, the Company shall cause
such Significant Subsidiary to execute and deliver a counterpart
of the Guaranty together with such other documents (including,
without limitation, resolutions, incumbency certificates and
opinions of counsel) as the Agent or the Required Lenders may
reasonably request in connection therewith.


                              ARTICLE VIII

                          NEGATIVE COVENANTS

     So long as any Lender shall have any Commitment hereunder,
or any Loan or other Obligation shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding,
unless the Required Lenders waive compliance in writing:

     8.1  Financial Condition Covenants.
          -----------------------------

          (a)  Leverage Ratio.  The Company shall not permit the
               --------------
Leverage Ratio to be greater than (i) at any time prior to end of
the second fiscal quarter of fiscal year 2001, .60 to 1, and (ii)
at any time thereafter, .55 to 1.

          (b)  Interest Coverage Ratio.  The Company shall not
               -----------------------
permit, as of the last day of any fiscal quarter (beginning with
the fiscal quarter ending September 9, 1997), the Interest

                                    66
<PAGE> 74

Coverage Ratio to be less than (i) for each fiscal quarter ending
prior to the second fiscal quarter of fiscal year 2001, 2.0 to 1,
(ii) for each fiscal quarter ending after the first fiscal
quarter of fiscal year 2001, but prior to the second fiscal
quarter of fiscal year 2002, 2.25 to 1, and (iii) for any fiscal
quarter ending thereafter, 2.5 to 1.

     8.2  Limitation on Liens.  The Company shall not, and shall
          -------------------
not suffer or permit any Subsidiary to, directly or indirectly,
make, create, incur, assume or suffer to exist any Lien upon or
with respect to any part of its property, whether now owned or
hereafter acquired, other than the following ("Permitted Liens"):
                                               ---------------

          (a)  any Lien existing on property of the Company or
any Subsidiary on the Effective Date and set forth in Schedule
                                                      --------
8.2 securing Indebtedness outstanding on such date, and any
---
extension, renewal or replacement of any such Lien so long as the
principal amount secured thereby is not increased and the scope
of the property subject to such Lien is not extended;

          (b)  any Lien created under any Loan Document;

          (c)  Liens for taxes, fees, assessments or other
governmental charges which are not delinquent or remain payable
without penalty, or to the extent that non-payment thereof is
permitted by Section 7.7, provided that no notice of lien has
             -----------
been filed or recorded under the Code or any other Requirement of
Law;

          (d)  carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other similar Liens arising in the
ordinary course of business which are not delinquent or remain
payable without penalty or which are being contested in good
faith and by appropriate proceedings, which proceedings have the
effect of preventing the forfeiture or sale of the property
subject thereto;

          (e)  Liens (other than any Lien imposed by ERISA)
consisting of pledges or deposits required in the ordinary course
of business in connection with workers' compensation,
unemployment insurance and other social security legislation;

          (f)  Liens on the property of the Company or any
Subsidiary securing (i) the non-delinquent performance of bids,
trade contracts (other than for borrowed money), leases,
statutory obligations, (ii) surety bonds (excluding appeal bonds
and other bonds posted in connection with court proceedings or
judgments) and (iii) other non-delinquent obligations of a like
nature; in each case incurred in the ordinary course of business,
provided all such Liens in the aggregate would not (even if
enforced) cause a Material Adverse Effect;

          (g)  Liens consisting of judgment or judicial
attachment liens and liens securing contingent obligations on
appeal bonds and other bonds posted in connection with court
proceedings or judgments, provided that (i) in the case of
judgment and judicial attachment liens, the enforcement of such
Liens is effectively stayed and (ii) all such liens in the

                                    67
<PAGE> 75

aggregate at any time outstanding for the Company and its
Subsidiaries do not exceed $30,000,000;

          (h)  easements, rights-of-way, restrictions and other
similar encumbrances incurred in the ordinary course of business
which, individually or in the aggregate, do not materially
detract from the value of the property subject thereto or
interfere with the ordinary conduct of the businesses of the
Company and its Subsidiaries;

          (i)  purchase money security interests on any property
acquired or held by the Company or its Subsidiaries in the
ordinary course of business, securing Indebtedness incurred or
assumed for the purpose of financing all or any part of the cost
of acquiring such property; provided that (i) any such Lien
                            --------
attaches to such property concurrently with or within 90 days
after the acquisition thereof, (ii) such Lien attaches solely to
the property so acquired in such transaction, (iii) the principal
amount of the debt secured thereby does not exceed 100% of the
cost of such property, and (iv) the principal amount of the
Indebtedness secured by any and all such purchase money security
interests shall not at any time exceed $20,000,000;

          (j)  Liens securing obligations in respect of capital
leases on assets subject to such leases, provided that such
capital leases are otherwise permitted hereunder;

          (k)  Liens arising solely by virtue of any statutory or
common law provision relating to banker's liens, rights of set-
off or similar rights and remedies as to deposit accounts or
other funds maintained with a creditor depository institution;
provided that (i) such deposit account is not a dedicated cash
--------
collateral account and is not subject to restrictions against
access by the Company in excess of those set forth by regulations
promulgated by the FRB, and (ii) such deposit account is not
intended by the Company or any Subsidiary to provide collateral
to the depository institution; and

          (l)  other Liens securing Indebtedness not at any time
exceeding in the aggregate 5% of Consolidated Total Assets.

     8.3  Disposition of Assets.  The Company shall not, and
          ---------------------
shall not permit any Subsidiary to, directly or indirectly, sell,
assign, lease, convey, transfer or otherwise dispose of (whether
in one or a series of transactions) any property (including
accounts and notes receivable, with or without recourse) or enter
into any agreement to do any of the foregoing, except:

          (a)  dispositions of inventory, or used, worn-out or
surplus equipment, all in the ordinary course of business;

          (b)  dispositions of any of the assets identified in
writing to the Administrative Agent prior to the Effective Date,
to the extent that the net cash proceeds of all such dispositions
does not exceed $25,000,000; and

                                    68
<PAGE> 76

          (c)  dispositions not otherwise permitted hereunder
which are made for fair market value; provided that (i) at the
                                      --------
time of any disposition, no Event of Default shall exist or shall
result from such disposition and (ii) the aggregate value of all
assets so disposed of by the Company and its Subsidiaries in any
fiscal year shall not exceed 10% of Consolidated Total Assets as
of the last day of the preceding fiscal year.

     8.4  Consolidations and Mergers.  The Company shall not, and
          --------------------------
shall not permit any Significant Subsidiary to, merge,
consolidate with or into, or convey, transfer, lease or otherwise
dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any other Person,
except:

          (a)  any Significant Subsidiary may merge with the
Company, provided that the Company shall be the continuing or
surviving corporation, or with any one or more Subsidiaries,
provided that if any transaction shall be between a Subsidiary
and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall
be the continuing or surviving corporation;

          (b)  any Significant Subsidiary may sell all or
substantially all of its assets (upon voluntary liquidation or
otherwise), to the Company or another Wholly-Owned Subsidiary;
and

          (c)  any merger, consolidation or disposition in
connection with a transaction permitted by Section 8.3 or an
                                           -----------
Acquisition permitted by Section 8.5.
                         -----------

     8.5  Loans and Investments.  The Company shall not, and
          ---------------------
shall not permit any Subsidiary to, purchase or acquire, or make
any commitment to purchase or acquire, any capital stock, equity
interest or obligations or other securities of, or any interest
in, any Person, or make or commit to make any Acquisition, or
make or commit to make any advance, loan, extension of credit or
capital contribution to or any other investment in any Person
(including any Affiliate of the Company) (any of the foregoing an
"Investment"), except for:

          (a)  Investments held by the Company or any Subsidiary
in the form of cash equivalents or short term marketable
securities;

          (b)  extensions of credit in the nature of accounts
receivable or notes receivable arising from the sale or lease of
goods or services in the ordinary course of business;

          (c)  extensions of credit by the Company to any of its
Wholly-Owned Subsidiaries or by any of its Wholly-Owned
Subsidiaries to another of its Wholly-Owned Subsidiaries,
provided that the aggregate amount of all extensions of credit by
--------
the Company and its Domestic Subsidiaries to Foreign
Subsidiaries, plus all Investments in Foreign

                                    69
<PAGE> 77

Subsidiaries permitted solely by subsection (e) below, shall not at any time
                                 --------------
exceed 12.5% of Consolidated Total Assets;

          (d)  Investments incurred in order to consummate
Acquisitions not otherwise prohibited herein, provided that no
                                              --------
Event of Default or Unmatured Event of Default exists or will
result therefrom;

          (e)  Investments (other than extensions of credit) in
Subsidiaries, provided that the aggregate amount of all such
              --------
Investments made by the Company and its Domestic Subsidiaries in
Foreign Subsidiaries after February 27, 1996, plus all
Investments in Foreign Subsidiaries permitted solely by
subsection (c) above, shall not exceed 12.5% of Consolidated
--------------
Total Assets;

          (f)  Investments constituting Permitted Swap
Obligations or payments or advances under Swap Contracts relating
to Permitted Swap Obligations;

          (g)  pledges or deposits required in the ordinary
course of business in connection with workmen's compensation,
unemployment insurance and other social security legislation;

          (h)  advances, loans or extensions of credit to
suppliers in the ordinary course of business by the Company and
its Subsidiaries;

          (i)  advances, loans or extensions of credit in the
ordinary course of business by the Company and its Subsidiaries
to employees of the Company and its Subsidiaries;

          (j)  repurchases by the Company of its common stock to
the extent permitted by Section 8.11;
                        ------------

          (k)  loans to an employee stock ownership plan
established by the Company, the proceeds of which are used solely
to purchase stock of the Company; and

          (l)  other Investments not at any time exceeding in the
aggregate 5% of Consolidated Total Assets.

     8.6  Limitation on Foreign Subsidiary Indebtedness.  The
          ---------------------------------------------
Company shall not permit its Foreign Subsidiaries to create,
incur, assume or suffer to exist, or otherwise become or remain
directly or indirectly liable with respect to, any Indebtedness
at any time outstanding in an aggregate amount in excess of 10%
of Consolidated Total Assets.

     8.7  Transactions with Affiliates.  The Company shall not,
          ----------------------------
and shall not permit any Subsidiary to, enter into any
transaction with any Affiliate of the Company (other than the
Company or a Subsidiary), except upon fair and reasonable terms
no less favorable to the

                                    70
<PAGE> 78

Company or such Subsidiary than would obtain in a comparable arm's-length
transaction with a Person not an Affiliate of the Company or such Subsidiary.

     8.8  Use of Proceeds.  (a)  The Company shall not, and shall
          ---------------
not suffer or permit any Subsidiary to, use any portion of the
Loan proceeds or any Letter of Credit, directly or indirectly,
(i) to purchase or carry Margin Stock, (ii) to repay or otherwise
refinance indebtedness of the Company or others incurred to
purchase or carry Margin Stock or (iii) to extend credit for the
purpose of purchasing or carrying any Margin Stock.

          (b)  The Company shall not, directly or indirectly, use
any portion of the Loan proceeds or any Letter of Credit (i)
knowingly to purchase Ineligible Securities from the Arranger
during any period in which the Arranger makes a market in such
Ineligible Securities, (ii) knowingly to purchase during the
underwriting or placement period Ineligible Securities being
underwritten or privately placed by the Arranger, or (iii) to
make payments of principal or interest on Ineligible Securities
underwritten or privately placed by the Arranger and issued by or
for the benefit of the Company or any Affiliate of the Company.
The Arranger is a registered broker-dealer and permitted to
underwrite and deal in certain Ineligible Securities; and
"Ineligible Securities" means securities which may not be
 ---------------------
underwritten or dealt in by member banks of the Federal Reserve
System under Section 16 of the Banking Act of 1933 (12 U.S.C.
Section 24, Seventh), as amended.

     8.9  Swap Contracts.  The Company shall not, and shall not
          --------------
permit any Subsidiary to, create, incur, assume or suffer to
exist any obligations under Swap Contracts except for Permitted
Swap Obligations.

     8.10   Guarantors.  The Company shall not permit more than
           ----------
10% of the consolidated total assets of the Company and its
Subsidiaries (excluding Foreign Subsidiaries) at any time to be
held by, or more than 10% of the consolidated revenues for any
fiscal year of the Company and its Subsidiaries (excluding
Foreign Subsidiaries) to be earned by, Subsidiaries which are not
Guarantors.

     8.11  Restricted Payments.  The Company shall not (i)
           -------------------
declare or make any dividend payment or other distribution of
assets, properties, cash, rights, obligations or securities on
account of any shares of any class of its capital stock or (ii)
purchase, redeem or otherwise acquire for value, or permit any
Subsidiary to purchase or otherwise acquire for value, any shares
of the Company's capital stock or any warrants, rights or options
to acquire such shares, now or hereafter outstanding, except
that:

          (a)  the Company may declare and make dividend payments
or other distributions payable solely in its common stock;

          (b)  the Company may purchase, redeem or otherwise
acquire shares of its common stock or warrants or options to
acquire any such shares with the proceeds received from the
substantially concurrent issue of new shares of its common stock;
and

                                    71
<PAGE> 79

          (c)  so long as no Event of Default or Unmatured Event
of Default exists or would result therefrom, the Company may
(x) declare and pay cash dividends to its stockholders; and
(y) purchase, redeem or otherwise acquire shares of its common
stock or warrants or options to acquire such shares, provided
                                                     --------
that the aggregate amount of all such purchases, redemptions and
other acquisitions on or after February 27, 1996 shall not exceed
$85,000,000.

     8.12  ERISA.  The Company shall not, and shall not permit
           -----
any of its ERISA Affiliates to:  (a) engage in a prohibited
transaction or violation of the fiduciary responsibility rules
with respect to any Plan which has resulted or could reasonably
be expected to result in liability of the Company in an aggregate
amount in excess of $15,000,000; or (b) engage in a transaction
that could be subject to Section 4069 or 4212(c) of ERISA.

     8.13  Change in Business.  The Company shall not, and shall
           ------------------
not suffer or permit any Subsidiary (other than a Finance
Subsidiary) to, engage in any material line of business
substantially different from those lines of business carried on
by the Company and its Subsidiaries on the date hereof.

     8.14  Accounting Changes.  The Company shall not, and shall
           ------------------
not permit any Subsidiary to, make any significant change in
accounting treatment or reporting practices, except as required
by GAAP.


                              ARTICLE IX

                           EVENTS OF DEFAULT

     9.1  Event of Default.  Any of the following shall
          ----------------
constitute an "Event of Default":

          (a)  Non-Payment.  The Company fails to pay, (i) when
               -----------
and as required to be paid herein, any amount of principal of any
Loan or of any L/C Obligation, or (ii) within three Business Days
after the same becomes due, any interest, fee or any other amount
payable hereunder or under any other Loan Document.

          (b)  Representation or Warranty.  Any representation or
               --------------------------
warranty by the Company or any Subsidiary made or deemed made
herein or in any other Loan Document, or which is contained in
any certificate, document or financial or other statement by the
Company, any Subsidiary or any Responsible Officer furnished at
any time under this Agreement or under any other Loan Document,
is incorrect in any material respect on or as of the date made or
deemed made.

          (c)  Specific Defaults.  The Company fails to perform
               -----------------
or observe any term, covenant or agreement contained in any of
subsection 7.3(a), Section 8.2, 8.3, 8.4, 8.8, 8.11 or 8.13.
-----------------  -----------  ---  ---  ---  ----    ----

                                    72
<PAGE> 80

          (d)  Other Defaults.  The Company or any Guarantor
               --------------
fails to perform or observe any other term or covenant contained
in this Agreement or any other Loan Document, and such failure
shall continue unremedied for a period of 30 days after the date
upon which written notice thereof is given to the Company by the
Administrative Agent or any Lender.

          (e)  Cross-Default.  (i) The Company or any Subsidiary
               -------------
(A) fails to make any payment in respect of any Indebtedness or
Contingent Obligation having an aggregate principal amount of
more than $30,000,000 when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise); or (B)
fails to perform or observe any other condition or covenant, or
any other event shall occur or condition shall exist, under any
agreement or instrument relating to any such Indebtedness or
Contingent Obligation, if the effect of such failure, event or
condition is to cause, or to permit the holder or holders of such
Indebtedness or beneficiary or beneficiaries of such Indebtedness
(or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, such Indebtedness to
become due and payable prior to its stated maturity, or such
Contingent Obligation to become payable or cash collateral in
respect thereof to be demanded, provided that the aggregate
                                --------
amount of all such Indebtedness and Contingent Obligations so
affected and cash collateral so required shall be in the amount
of $30,000,000 or more.

          (f)  Insolvency; Voluntary Proceedings.  The Company or
               ---------------------------------
any Subsidiary (i) ceases or fails to be solvent, or generally
fails to pay, or admits in writing its inability to pay, its
debts as they become due, subject to applicable grace periods, if
any, whether at stated maturity or otherwise; (ii) voluntarily
ceases to conduct its business in the ordinary course; (iii)
commences any Insolvency Proceeding with respect to itself; or
(iv) takes any action to effectuate or authorize any of the
foregoing.

          (g)  Involuntary Proceedings.  (i) Any involuntary
               -----------------------
Insolvency Proceeding is commenced or filed against the Company
or any Subsidiary, or any writ, judgment, warrant of attachment,
execution or similar process is issued or levied against a
substantial part of the Company's or any Subsidiary's properties,
and such proceeding or petition shall not be dismissed, or such
writ, judgment, warrant of attachment, execution or similar
process shall not be released, vacated or fully bonded, within 60
days after commencement, filing or levy; (ii) the Company or any
Subsidiary admits the material allegations of a petition against
it in any Insolvency Proceeding, or an order for relief (or
similar order under non-U.S. law) is ordered in any Insolvency
Proceeding with respect to the Company or such Subsidiary; or
(iii) the Company or any Subsidiary acquiesces in the appointment
of a receiver, trustee, custodian, conservator, liquidator,
mortgagee in possession (or agent therefor), or other similar
Person for itself or a substantial portion of its property or
business.

          (h)  ERISA.  (i) An ERISA Event shall occur with
               -----
respect to a Pension Plan or Multiemployer Plan which has
resulted or could reasonably be expected to result in liability
of the Company under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess
of $3,000,000; (ii) a contribution failure shall occur with
respect to a Pension Plan sufficient to give rise to a Lien under
Section 302(f) of

                                    73
<PAGE> 81

ERISA; (iii) the aggregate amount of Unfunded Pension Liability among all
Pension Plans at any time exceeds $50,000,000; or (iv) the Company or any
ERISA Affiliate shall fail to pay when due, after the expiration of any
applicable grace period (or any period during which (x) the Company is
permitted to contest its obligation to make such payment without incurring any
liability (other than interest) or penalty and (y) the Company is contesting
such obligation in good faith and by appropriate proceedings), any installment
payment with respect to its withdrawal liability under Section 4201 of ERISA
or any contribution obligation under Section 4243 of ERISA, in each case
under a Multiemployer Plan in an aggregate amount in excess of $3,000,000.

          (i)  Judgments.  One or more non-interlocutory
               ---------
judgments, non-interlocutory orders, decrees or arbitration
awards is entered against the Company or any Subsidiary involving
in the aggregate a liability (to the extent not covered by
independent third-party insurance as to which the insurer does
not dispute coverage) as to any single or related series of
transactions, incidents or conditions of $30,000,000 or more, and
the same shall remain unvacated and unstayed pending appeal for a
period of 10 days after the entry thereof.

          (j)  Change of Control.  Any Change of Control occurs.
               -----------------

          (k)  Guarantor Defaults.  The Guaranty is for any
               ------------------
reason partially (including with respect to future advances) or
wholly revoked or invalidated, or otherwise ceases to be in full
force and effect with respect to any Person (other than as a
result of such Person ceasing to be a Significant Subsidiary or
being merged or consolidated with another Person, in each case
pursuant to a transaction expressly permitted hereunder), or any
Guarantor or any Person on behalf of any Guarantor contests in
any manner the validity or enforceability thereof or denies that
such Guarantor has any further liability or obligation
thereunder.

     9.2  Remedies.  If any Event of Default occurs, the
          --------
Administrative Agent shall, at the request of, or may, with the
consent of, the Required Lenders,

          (a)  declare the commitment of each Lender to make
Loans (including the commitment of the Swing Line Lender to make
Swing Line Loans) and any obligation of each Issuing Lender to
Issue Letters of Credit to be terminated, whereupon such
commitments and obligation shall be terminated;

          (b)  declare an amount equal to the maximum aggregate
amount that is or at any time thereafter may become available for
drawing under all outstanding Letters of Credit (whether or not
any beneficiary shall have presented, or shall be entitled at
such time to present, the drafts or other documents required to
draw under such Letters of Credit) to be immediately due and
payable, and declare the unpaid principal amount of all
outstanding Loans, all interest accrued and unpaid thereon, and
all other amounts owing or payable hereunder or under any other
Loan Document to be immediately due and payable, without
presentment, demand, protest or other notice of any kind, all of
which are hereby expressly waived by the Company; and

                                    74
<PAGE> 82

          (c)  exercise on behalf of itself and the Lenders all
other rights and remedies available to it and the Lenders under
the Loan Documents or applicable law;

provided, however, that upon the occurrence of any event
--------  -------
specified in subsection (f) or (g) of Section 9.1 (in the case of
             --------------    ---    -----------
clause (i) of subsection (g), upon the expiration of the 60-day
----------    --------------
period mentioned therein), the obligation of each Lender to make
Loans and any obligation of each Issuing Lender to Issue Letters
of Credit shall automatically terminate and the unpaid principal
amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable
without further act of the Administrative Agent, the Issuing
Lender or any other Lender.

     9.3  Rights Not Exclusive.  The rights provided for in this
          --------------------
Agreement and the other Loan Documents are cumulative and are not
exclusive of any other rights, powers, privileges or remedies
provided by law or in equity, or under any other instrument,
document or agreement now existing or hereafter arising.


                              ARTICLE X

                      THE ADMINISTRATIVE AGENT

     10.1  Appointment and Authorization; "Administrative Agent".
           -----------------------------------------------------
(a) Each Lender hereby irrevocably (subject to Section 10.9)
                                               ------------
appoints, designates and authorizes the Administrative Agent to
take such action on its behalf under the provisions of this
Agreement and each other Loan Document and to exercise such
powers and perform such duties as are expressly delegated to it
by the terms of this Agreement or any other Loan Document,
together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere
in this Agreement or in any other Loan Document, the
Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor
shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.  Without
limiting the generality of the foregoing sentence, the use of the
term "agent" in this Agreement with reference to the
Administrative Agent is not intended to connote any fiduciary or
other implied (or express) obligations arising under agency
doctrine of any applicable law. Instead, such term is used merely
as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent
contracting parties.

          (b)  Each Issuing Lender shall act on behalf of the
Lenders with respect to any Letters of Credit Issued by it and
the documents associated therewith until such time and except for
so long as the Administrative Agent may agree at the request of
the Required Lenders to act for such Issuing Lender with respect
thereto; provided, however, that each Issuing Lender shall have
         --------  -------
all of the benefits and immunities (i) provided to the
Administrative

                                    75
<PAGE> 83

Agent in this Article X with respect to any acts taken or omissions suffered
              ---------
by such Issuing Lender in connection with Letters of Credit Issued by it or
proposed to be Issued by it and the application and agreements for letters of
credit pertaining to the Letters of Credit as fully as if the term
"Administrative Agent", as used in this Article X, included such Issuing
                                        ---------
Lender with respect to such acts or omissions, and (ii) as additionally
provided in this Agreement with respect to such Issuing Lender.

          (c)  The Swing Line Lender shall have all of the
benefits and immunities (i) provided to the Administrative Agent
in this Article X with respect to any acts taken or omissions
        ---------
suffered by the Swing Line Lender in connection with Swing Line
Loans made or proposed to be made by it as fully as if the term
"Administrative Agent", as used in this Article X, included the
                                        ---------
Swing Line Lender with respect to such acts or omissions and (ii)
as additionally provided in this Agreement with respect to the
Swing Line Lender.

     10.2  Delegation of Duties.  The Administrative Agent may
           --------------------
execute any of its duties under this Agreement or any other Loan
Document by or through agents, employees or attorneys-in-fact and
shall be entitled to advice of counsel concerning all matters
pertaining to such duties.  The Administrative Agent shall not be
responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects with reasonable care.

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

     10.4  Reliance by Administrative Agent.  (a) The
           --------------------------------
Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, facsimile,
telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons, and
upon advice and statements of legal counsel (including counsel to
the Company), independent accountants and other experts

                                    76
<PAGE> 84

selected by the Administrative Agent. The Administrative Agent shall
be fully justified in failing or refusing to take any action under
this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders as it
deems appropriate and, if it so requests, it shall first be
indemnified to its satisfaction by the Lenders against any and
all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action.  The
Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of
the Required Lenders and such request and any action taken or
failure to act pursuant thereto shall be binding upon all of the
Lenders.

           (b)  For purposes of determining compliance with the
conditions specified in Section 5.1, each Lender that has
                        -----------
executed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or
other matter either sent by the Administrative Agent to such
Lender for consent, approval, acceptance or satisfaction, or
required thereunder to be consented to or approved by or
acceptable or satisfactory to the Lender.

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

     10.6  Credit Decision.  Each Lender acknowledges that none
           ---------------
of the Administrative Agent-Related Persons has made any
representation or warranty to it, and that no act by the
Administrative Agent hereinafter taken, including any review of
the affairs of the Company and its Subsidiaries, shall be deemed
to constitute any representation or warranty by any
Administrative Agent-Related Person to any Lender.  Each Lender
represents to the Administrative Agent that it has, independently
and without reliance upon any Administrative Agent-Related Person
and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other
condition and creditworthiness of the Company and its
Subsidiaries, and all applicable bank regulatory laws relating to
the transactions contemplated hereby, and made its own decision
to enter into this Agreement and to extend

                                    77
<PAGE> 85

credit to the Company hereunder.  Each Lender also represents that it will,
independently and without reliance upon any Administrative Agent-Related
Person and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement and the
other Loan Documents, and to make such investigations as it deems necessary to
inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Company.  Except for notices,
reports and other documents expressly herein required to be furnished to the
Lenders by the Administrative Agent, the Administrative Agent shall not have
any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of the Company which may
come into the possession of any Administrative Agent-Related Person.

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

     10.8  Administrative Agent in Individual Capacity.  BofA and
           -------------------------------------------
its Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial
advisory, underwriting or other business with the Company and its
Subsidiaries and Affiliates as though BofA were not the
Administrative Agent, the Swing Line Lender or an Issuing Lender
hereunder and without notice to or consent of the Lenders.  The
Lenders acknowledge that, pursuant to such activities, BofA or
its Affiliates may receive information regarding the Company or
its Affiliates (including information that may be subject to
confidentiality obligations in favor of the Company or such
Subsidiary) and acknowledge that the Administrative Agent shall
be under no obligation to provide such information to them.  With
respect to its Loans, BofA shall have the same rights and powers
under this Agreement as any other Lender and may exercise the
same as though it were not the Administrative Agent, the Swing
Line Lender or an Issuing Lender.

                                    78
<PAGE> 86

     10.9  Successor Administrative Agent.  The Administrative
           ------------------------------
Agent may, and at the request of the Required Lenders shall,
resign as Administrative Agent upon 30 days' notice to the
Lenders.  If the Administrative Agent resigns under this
Agreement, the Required Lenders (with, so long as no Event of
Default exists, the consent of the Company, which shall not be
unreasonably withheld or delayed) shall appoint from among the
Lenders a successor administrative agent for the Lenders.  If no
successor administrative agent is appointed prior to the
effective date of the resignation of the Administrative Agent,
the Administrative Agent may appoint, after consulting with the
Lenders and the Company, a successor administrative agent from
among the Lenders.  Upon the acceptance of its appointment as
successor administrative agent hereunder, such successor
administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term
"Administrative Agent" shall mean such successor administrative
agent and the retiring Administrative Agent's appointment, powers
and duties as Administrative Agent shall be terminated. After any
retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article X and
                                             ---------
Sections 11.4 and 11.5 shall inure to its benefit as to any
-------------     ----
actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.  If no successor
administrative agent has accepted appointment as Administrative
Agent by the date which is 30 days following a retiring
Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon
become effective and the Lenders shall perform all of the duties
of the Administrative Agent hereunder until such time, if any, as
the Required Lenders appoint a successor administrative agent as
provided for above.  Notwithstanding the foregoing, however, BofA
may not be removed as the Administrative Agent at the request of
the Required Lenders unless BofA and any applicable Affiliate
thereof shall also simultaneously be replaced as Swing Line
Lender and as an "Issuing Lender" hereunder pursuant to
documentation in form and substance reasonably satisfactory to
BofA.

     10.10  Withholding Tax.  (a) any Lender is a "foreign
            ---------------
corporation, partnership or trust" within the meaning of the Code
and such Lender claims exemption from, or a reduction of, U.S.
withholding tax under Sections 1441 or 1442 of the Code, such
Lender agrees with and in favor of the Administrative Agent, to
deliver to the Administrative Agent:

               (i)  if such Lender claims an exemption from, or a
     reduction of, withholding tax under a United States tax
     treaty, properly completed IRS Forms 1001 and W-8 before the
     payment of any interest in the first calendar year and
     before the payment of any interest in each third succeeding
     calendar year during which interest may be paid under this
     Agreement;

               (ii)  if such Lender claims that interest paid
     under this Agreement is exempt from United States
     withholding tax because it is effectively connected with a
     United States trade or business of such Lender, two properly
     completed and executed copies of IRS Form 4224 before the
     payment of any interest is due in the first taxable year of
     such Lender and in each succeeding taxable year of such
     Lender during which interest may be paid under this
     Agreement, and IRS Form W-9; and

                                    79
<PAGE> 87

               (iii)  such other form or forms as may be required
     under the Code or other laws of the United States as a
     condition to exemption from, or reduction of, United States
     withholding tax.

Each such Lender agrees to promptly notify the Administrative
Agent of any change in circumstances which would modify or render
invalid any claimed exemption or reduction.

          (b)  If any Lender claims exemption from, or reduction
of, withholding tax under a United States tax treaty by providing
IRS Form 1001 and such Lender sells, assigns, grants a
participation in, or otherwise transfers all or part of the
Obligations of the Company to such Lender, such Lender agrees to
notify the Administrative Agent of the percentage amount in which
it is no longer the beneficial owner of Obligations of the
Company to such Lender.  To the extent of such percentage amount,
the Administrative Agent will treat such Lender's IRS Form 1001
as no longer valid.

          (c)  If any Lender claiming exemption from United
States withholding tax by filing IRS Form 4224 with the
Administrative Agent sells, assigns, grants a participation in,
or otherwise transfers all or part of the Obligations of the
Company to such Lender, such Lender agrees to undertake sole
responsibility for complying with the withholding tax
requirements imposed by Sections 1441 and 1442 of the Code.

          (d)  If any Lender is entitled to a reduction in the
applicable withholding tax, the Administrative Agent may withhold
from any interest payment to such Lender an amount equivalent to
the applicable withholding tax after taking into account such
reduction.  If the forms or other documentation required by
subsection (a) of this Section are not delivered to the
--------------
Administrative Agent, then the Administrative Agent may withhold
from any interest payment to such Lender not providing such forms
or other documentation an amount equivalent to the applicable
withholding tax.

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

     10.11  Co-Agents.  None of the Lenders identified on the
            ---------
facing page or signature pages of this Agreement or any related
document as a "co-agent" shall have any right, power,

                                    80
<PAGE> 88

obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such.  Without limiting the foregoing, none
of the Lenders so identified as a "co-agent" shall have or be deemed to have
any fiduciary relationship with any Lender.  Each Lender acknowledges that it
has not relied, and will not rely, on any of the Lenders so identified in
deciding to enter into this Agreement or in taking or not taking action
hereunder.


                              ARTICLE XI

                             MISCELLANEOUS

     11.1  Amendments and Waivers.  No amendment or waiver of any
           ----------------------
provision of this Agreement or any other Loan Document, and no
consent with respect to any departure by the Company or any
applicable Subsidiary therefrom, shall be effective unless the
same shall be in writing and signed by the Required Lenders (or
by the Administrative Agent at the written request of the
Required Lenders) and the Company and acknowledged by the
Administrative Agent, and then any such waiver or consent shall
be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such waiver,
                         --------  -------
amendment or consent shall, unless in writing and signed by all
Lenders and the Company and acknowledged by the Administrative
Agent, do any of the following:

          (a)  increase or extend the Commitment of any Lender
(or reinstate any Commitment terminated pursuant to Section 9.2);
                                                    -----------

          (b)  postpone or delay any date fixed by this Agreement
or any other Loan Document for any payment of principal,
interest, fees or other amounts due to the Lenders (or any of
them) hereunder or under any other Loan Document;

          (c)  reduce the principal of, or the rate of interest
specified herein on, any Loan, or reduce any fees (other than the
fees referred to in subsection 2.11(a) or subsections 3.8(c) and
                    ------------------    ------------------
(d)) or other amounts payable hereunder or under any other Loan
---
Document;

          (d)  change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Loans which is required
for the Lenders or any of them to take any action hereunder; or

          (e)  amend this Section, or Section 2.15, or any
                                      ------------
provision herein providing for consent or other action by all
Lenders;

and provided, further, that (i) no amendment, waiver or consent
    --------  -------
shall, unless in writing and signed by the applicable Issuing
Lender in addition to the Required Lenders or all Lenders, as the
case may be, affect the rights or duties of such Issuing Lender
under this Agreement or any L/C-Related Document relating to any
Letter of Credit Issued or to be Issued by it, (ii) no amendment,
waiver or consent shall, unless in writing and signed by the
Administrative Agent

                                    81
<PAGE> 89

in addition to the Required Lenders or all Lenders, as the case may be, affect
the rights or duties of the Administrative Agent under this Agreement or any
other Loan Document and (iii) no amendment, waiver or consent shall, unless
in writing and signed by the Swing Line Lender in addition to the Required
Lenders or all Lenders, as the case may be, affect the rights or duties of the
Swing Line Lender under this Agreement or any other Loan Document.

     11.2  Notices.  (a)  All notices, requests, consents,
           -------
approvals, waivers and other communications shall be in writing
(including, unless the context expressly otherwise provides, by
facsimile transmission, provided that any matter transmitted by
the Company by facsimile (i) shall be immediately confirmed by a
telephone call to the recipient at the number specified on
Schedule 11.2, and (ii) shall be followed promptly by delivery of
-------------
a hard copy original thereof) and mailed, faxed or delivered, to
the address or facsimile number specified for notices on Schedule
                                                         --------
11.2; or, as directed to the Company or the Administrative Agent,
----
to such other address as shall be designated by such party in a
written notice to the other parties, and as directed to any other
party, at such other address as shall be designated by such party
in a written notice to the Company and the Administrative Agent.

          (b)  All such notices, requests, consents, approvals,
waivers and communications shall, when transmitted by overnight
delivery, or faxed, be effective when delivered for overnight
(next-day) delivery, or transmitted in legible form by facsimile
machine, respectively, or if mailed, upon the third Business Day
after the date deposited into the U.S. mail, or if delivered,
upon delivery; except that notices pursuant to Article II, III or
                                               ----------  ---
X to the Administrative Agent or the Swing Line Lender, as the
-
case may be, shall not be effective until actually received by
the Administrative Agent or the Swing Line Lender, as the case
may be, and notices pursuant to Article III to the applicable
                                -----------
Issuing Lender shall not be effective until actually received by
such Issuing Lender at the address specified for such "Issuing
Lender" on Schedule 11.2.
           -------------

          (c)  Any agreement of the Administrative Agent and the
Lenders herein to receive certain notices by telephone or
facsimile is solely for the convenience and at the request of the
Company.  The Administrative Agent and the Lenders shall be
entitled to rely on the authority of any Person purporting to be
a Person authorized by the Company to give such notice and the
Administrative Agent and the Lenders shall not have any liability
to the Company or any other Person on account of any action taken
or not taken by the Administrative Agent or the Lenders in
reliance upon such telephonic or facsimile notice.  The
obligation of the Company to repay the Loans and L/C Obligations
shall not be affected in any way or to any extent by any failure
by the Administrative Agent and the Lenders to receive written
confirmation of any telephonic or facsimile notice or the receipt
by the Administrative Agent and the Lenders of a confirmation
which is at variance with the terms understood by the
Administrative Agent and the Lenders to be contained in the
telephonic or facsimile notice.

     11.3  No Waiver; Cumulative Remedies.  No failure to
           ------------------------------
exercise and no delay in exercising, on the part of the
Administrative Agent or any Lender, any right, remedy, power

                                    82
<PAGE> 90

or privilege hereunder shall operate as a waiver thereof;  nor shall
any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of
any other right, remedy, power or privilege.

     11.4  Costs and Expenses.  The Company shall:
           ------------------

          (a)  whether or not the transactions contemplated
hereby are consummated, pay or reimburse BofA (including in its
capacity as Administrative Agent, Swing Line Lender and an
Issuing Lender) and the Arranger within five Business Days after
demand (subject to subsection 5.1(e)) for all costs and expenses
                   -----------------
incurred by BofA (including in its capacity as Administrative
Agent, Swing Line Lender and an Issuing Lender) and the Arranger
in connection with the negotiation, development, preparation,
delivery, syndication, documentation, administration and
execution of, and any amendment, supplement, waiver or
modification to (in each case, whether or not consummated), this
Agreement, any other Loan Document and any other document
prepared in connection herewith or therewith, and the
consummation of the transactions contemplated hereby and thereby,
including Attorney Costs incurred by BofA (including in its
capacity as Administrative Agent, Swing Line Lender and an
Issuing Lender) and the Arranger with respect thereto; and

          (b)  pay or reimburse the Administrative Agent, the
Arranger and each Lender within five Business Days after demand
for all costs and expenses (including Attorney Costs) incurred by
them in connection with the enforcement, attempted enforcement,
or preservation of any rights or remedies under this Agreement or
any other Loan Document (including in connection with any
"workout" or restructuring regarding the Loans, and including in
any Insolvency Proceeding or appellate proceeding).

     11.5  Company Indemnification.  Whether or not the
           -----------------------
transactions contemplated hereby are consummated, the Company
shall indemnify, defend and hold the Administrative Agent-Related
Persons and each Lender and each of their respective officers,
directors, employees, counsel, agents and attorneys-in-fact (each
an "Indemnified Person") harmless from and against any and all
    ------------------
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, charges, expenses and disbursements
(including Attorney Costs) of any kind or nature whatsoever which
may at any time (including at any time following repayment of the
Loans, the termination of the Letters of Credit and the
termination, resignation or replacement of the Administrative
Agent or replacement of any Lender) be imposed on, incurred by or
asserted against any such Person in any way relating to or
arising out of this Agreement or any document contemplated by or
referred to herein, or the transactions contemplated hereby, or
any action taken or omitted by any such Person under or in
connection with any of the foregoing, including with respect to
any investigation, litigation or proceeding (including any
Insolvency Proceeding or appellate proceeding) related to or
arising out of this Agreement or the Loans or Letters of Credit
or the use of the proceeds thereof, whether or not any
Indemnified Person is a party thereto (all the foregoing,
collectively, the "Indemnified Liabilities"); provided that the
                   -----------------------    --------
Company shall have no obligation hereunder to any Indemnified
Person with respect to Indemnified Liabilities resulting solely
from the gross

                                    83
<PAGE> 91

negligence or willful misconduct of such Indemnified Person. The agreements in
this Section shall survive the termination of this Agreement and the payment
of all other Obligations.

     11.6  Payments Set Aside.  To the extent that the Company
           ------------------
makes a payment to the Administrative Agent or the Lenders, or
the Administrative Agent or any Lender exercises its right of
set-off, and such payment or the proceeds of such set-off or any
part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Administrative
Agent or such Lender in its discretion) to be repaid to a
trustee, a receiver or any other party, in connection with any
Insolvency Proceeding or otherwise, then (a) to the extent of
such recovery the obligation or part thereof originally intended
to be satisfied shall be revived and continued in full force and
effect as if such payment had not been made or such set-off had
not occurred and (b) each Lender severally agrees to pay to the
Administrative Agent upon demand its pro rata share of any amount
so recovered from or repaid by the Administrative Agent.

     11.7  Successors and Assigns.  The provisions of this
           ----------------------
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns,
except that the Company may not assign or transfer any of its
rights or obligations under this Agreement without the prior
written consent of the Administrative Agent and each Lender.

     11.8  Assignments, Participations, etc.  (a)  Any Lender
           --------------------------------
may, with the written consent of the Company (which consent shall
not be required during the existence of an Event of Default), the
Administrative Agent, the Swing Line Lender and each Issuing
Lender, at any time assign and delegate to one or more Eligible
Assignees (provided that no written consent of the Company, the
Administrative Agent, the Swing Line Lender or any Issuing Lender
shall be required in connection with any assignment and
delegation by a Lender to an Eligible Assignee that is an
Affiliate of such Lender) (each an "Assignee") all, or any
                                    --------
ratable part of all, of the Committed Loans, the Commitments, the
L/C Obligations and the other rights and obligations of such
Lender hereunder, in a minimum amount of $5,000,000 (or, if less,
the amount of such Lender's Commitment); provided, however, that
                                         --------  -------
the Company and the Administrative Agent may continue to deal
solely and directly with such Lender in connection with the
interest so assigned to an Assignee until (i) written notice of
such assignment, together with payment instructions, addresses
and related information with respect to the Assignee, shall have
been given to the Company and the Administrative Agent by such
Lender and the Assignee; (ii) such Lender and its Assignee shall
have delivered to the Company and the Administrative Agent an
Assignment and Acceptance in the form of Exhibit J ("Assignment
                                         ---------   ----------
and Acceptance") together with any Note or Notes subject to such
--------------
assignment and (iii) such Lender or the Assignee has paid to the
Administrative Agent a processing fee in the amount of $2,500.

          (b)  From and after the date that the Administrative
Agent notifies the assignor Lender that it has received and
provided its consent (and, to the extent required, received the
consent of the Swing Line Lender, each Issuing Lender and the
Company) with respect to an executed Assignment and Acceptance
and payment of the above-referenced

                                    84
<PAGE> 92

processing fee, (i) the Assignee thereunder shall be a party hereto and, to
the extent that rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, shall have the rights and
obligations of a Lender under the Loan Documents, and (ii) the assignor Lender
shall, to the extent that rights and obligations hereunder and under the other
Loan Documents have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under
the Loan Documents.

          (c)  Within five Business Days after the effectiveness
of any Assignment and Acceptance pursuant to subsection 11.8(a),
                                             ------------------
the Company shall, upon request, execute and deliver to the
Administrative Agent a new Note evidencing the applicable
Assignee's assigned Loans and Commitment and, if the assignor
Lender has retained a portion of its Loans and its Commitment, a
replacement Note in the principal amount of the Commitment
retained by the assignor Lender (such Notes to be in exchange
for, but not in payment of, the Notes held by the assignor
Lender).  Immediately upon the effectiveness of any Assignment
and Acceptance, this Agreement shall be deemed to be amended to
the extent, but only to the extent, necessary to reflect the
addition of the Assignee and/or the resulting adjustment of the
Commitments arising therefrom.

          (d)  Any Lender may at any time, with notice to the
Company, sell to one or more commercial banks or other Persons
not Affiliates of the Company (a "Participant") participating
                                  -----------
interests in any Loans, the Commitment of such Lender and the
other interests of such Lender (the "originating Lender")
hereunder and under the other Loan Documents; provided, however,
                                              --------  -------
that (i) the originating Lender's obligations under this
Agreement shall remain unchanged, (ii) the originating Lender
shall remain solely responsible for the performance of such
obligations, (iii) the Company, each Issuing Lender, the Swing
Line Lender and the Administrative Agent shall continue to deal
solely and directly with the originating Lender in connection
with the originating Lender's rights and obligations under this
Agreement and the other Loan Documents, and (iv) no Lender shall
transfer or grant any participating interest under which a
Participant has rights to approve any amendment to, or any
consent or waiver with respect to, this Agreement or any other
Loan Document, except to the extent such amendment, consent or
waiver would require unanimous consent of the Lenders as
described in the first proviso to Section 11.1.  In the case of
                 -------------    ------------
any such participation, the Participant shall be entitled to the
benefit of Sections 4.1, 4.3, 4.4 and 11.5 as though it were also
           ------------  ---  ---     ----
a Lender hereunder (provided that no Participant shall be
entitled to any greater amount pursuant to such Sections than the
originating Lender would have been entitled to receive if no such
participation had been sold), and if amounts outstanding under
this Agreement are due and unpaid, or shall have been declared or
shall have become due and payable upon the occurrence of an Event
of Default, each Participant shall be deemed to have the right of
set-off in respect of its participating interest in amounts owing
under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Lender
under this Agreement.

          (e)  Notwithstanding any other provision in this
Agreement, any Lender may at any time create a security interest
in, or pledge, all or any portion of its rights under and

                                    85
<PAGE> 93

interest in this Agreement and any Note held by it in favor of
any Federal Reserve Bank in accordance with Regulation A of the
FRB or U.S. Treasury Regulation 31 CFR Section 203.14, and such
Federal Reserve Bank may enforce such pledge or security interest
in any manner permitted under applicable law.

     11.9  Confidentiality.  Each Lender agrees to take, and to
           ---------------
cause its Affiliates to take, normal and reasonable precautions
and exercise due care to maintain the confidentiality of all
information identified as "confidential" or "secret"  by the
Company and provided to it by the Company or any Subsidiary, or
by the Administrative Agent on the Company's or such Subsidiary's
behalf, under this Agreement or any other Loan Document, and
neither such Lender nor any of its Affiliates shall use any such
information other than in connection with or in enforcement of
this Agreement and the other Loan Documents or in connection with
other business now or hereafter existing or contemplated with the
Company or any Subsidiary; except to the extent such information
(i) was or becomes generally available to the public other than
as a result of disclosure by such Lender, or (ii) was or becomes
available on a non-confidential basis from a source other than
the Company, provided that such source is not bound by a
confidentiality agreement with the Company or any Subsidiary
known to such Lender; provided, however, that any Lender may
                      --------  -------
disclose such information (A) at the request or pursuant to any
requirement of any Governmental Authority to which such Lender is
subject or in connection with an examination of such Lender by
any such authority; (B) pursuant to subpoena or other court
process; (C) when required to do so in accordance with the
provisions of any applicable Requirement of Law; (D) to the
extent reasonably required in connection with any litigation or
proceeding to which the Administrative Agent or any Lender or any
of their respective Affiliates may be party; (E) to the extent
reasonably required in connection with the exercise of any remedy
hereunder or under any other Loan Document; (F) to such Lender's
independent auditors and other professional advisors; (G) to any
Participant or Assignee, actual or potential, provided that such
Person agrees in writing to keep such information confidential to
the same extent required of the Lenders hereunder; (H) as to any
Lender or any of its Affiliates, as expressly permitted under the
terms of any other document or agreement regarding
confidentiality to which the Company or any Subsidiary is party
or is deemed party with such Lender or such Affiliate; and (I) to
its Affiliates.

     11.10  Set-off.  In addition to any rights and remedies of
            -------
the Lenders provided by law, if an Unmatured Event of Default
under subsection 9.1(a), (f) or (g) or any Event of Default
      -----------------  ---    ---
exists, each Lender is authorized at any time and from time to
time, without prior notice to the Company, any such notice being
expressly waived by the Company to the fullest extent permitted
by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held
by, and other indebtedness at any time owing by, such Lender to
or for the credit or the account of the Company against any and
all Obligations owing to such Lender, now or hereafter existing,
irrespective of whether or not the Administrative Agent or such
Lender shall have made demand under this Agreement or any other
Loan Document and although such Obligations may be contingent or
unmatured.  Each Lender agrees promptly to notify the Company and
the Administrative Agent after any

                                    86
<PAGE> 94

such set-off and application made by such Lender; provided, however, that the
                                                  --------  ------
failure to give such notice shall not affect the validity of such set-off and
application.

     11.11  Notification of Addresses, Lending Offices, Etc.
            -----------------------------------------------
Each Lender shall notify the Administrative Agent in writing of
any change in the address to which notices to such Lender should
be directed, of addresses of any Lending Office, of payment
instructions in respect of all payments to be made to it
hereunder and of such other administrative information as the
Administrative Agent shall reasonably request.

     11.12  Counterparts.  This Agreement may be executed in any
            ------------
number of separate counterparts, each of which, when so executed,
shall be deemed an original, and all of which taken together
shall be deemed to constitute but one and the same instrument.

     11.13  Severability.  The illegality or unenforceability of
            ------------
any provision of this Agreement or any instrument or agreement
required hereunder shall not in any way affect or impair the
legality or enforceability of the remaining provisions of this
Agreement or any instrument or agreement required hereunder.

     11.14  No Third Parties Benefited.  This Agreement is made
            --------------------------
and entered into for the sole protection and legal benefit of the
Company, the Lenders, the Administrative Agent and the
Administrative Agent-Related Persons, and their permitted
successors and assigns, and no other Person shall be a direct or
indirect legal beneficiary of, or have any direct or indirect
cause of action or claim in connection with, this Agreement or
any of the other Loan Documents.

     11.15  Governing Law and Jurisdiction.  (a)  THIS AGREEMENT
            ------------------------------
AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF ILLINOIS; PROVIDED THAT THE
ADMINISTRATIVE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.

            (b)  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OF ILLINOIS OR OF THE UNITED STATES FOR THE
NORTHERN DISTRICT OF ILLINOIS, AND BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT AND
THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS.  EACH OF THE
COMPANY, THE ADMINISTRATIVE AGENT AND THE LENDERS IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR
ANY DOCUMENT RELATED HERETO.  THE COMPANY, THE ADMINISTRATIVE AGENT

                                    87
<PAGE> 95

AND THE LENDERS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY ILLINOIS LAW.

     11.16  Waiver of Jury Trial.  THE COMPANY, THE LENDERS AND
            --------------------
THE ADMINISTRATIVE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A
TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN
ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY
ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY ADMINISTRATIVE
AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH
RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  THE
COMPANY, THE LENDERS AND THE ADMINISTRATIVE AGENT EACH AGREE THAT
ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL
WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, THE PARTIES
FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS
WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN
PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR
THEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENT,
RENEWAL, SUPPLEMENT OR MODIFICATION TO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.

     11.17  Entire Agreement.  This Agreement, together with the
            ----------------
other Loan Documents (and any agreement relating to fees referred
in subsection 2.11(a)), embodies the entire agreement and
   ------------------
understanding among the Company, the Lenders and the
Administrative Agent, and supersedes all prior or contemporaneous
agreements and understandings of such Persons, verbal or written,
relating to the subject matter hereof and thereof.

     11.18  Amendment and Restatement; Return of Notes.  This
            ------------------------------------------
Agreement amends and restates the Existing Credit Agreement in
its entirety and, after the effectiveness of this Agreement on
the Effective Date, the Existing Credit Agreement shall be of no
further force or effect (except for any provisions thereof which
by their terms survive termination thereof).  Each Lender agrees
that it will, as promptly as practicable after the Effective
Date, return to the Company any note issued to such Lender under
the Existing Credit Agreement, marked to show that such Note has
been superseded.

                                    88
<PAGE> 96

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

                             THE EARTHGRAINS COMPANY



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

                                Vice President and
                                Treasurer

                                    S-1
<PAGE> 97

                             BANK OF AMERICA NATIONAL TRUST
                             AND SAVINGS ASSOCIATION,
                             as Administrative Agent



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




                             BANK OF AMERICA NATIONAL TRUST AND
                             SAVINGS ASSOCIATION, as Swing Line
                             Lender, as an Issuing Lender and as
                             a Lender



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

                                    S-2
<PAGE> 98


                             THE CHASE MANHATTAN BANK,
                               as Co-Agent and as a Lender



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

                                    S-3
<PAGE> 99


                             THE FIRST NATIONAL BANK OF CHICAGO,
                               as Co-Agent and as a Lender



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

                                    S-4
<PAGE> 100


                             MORGAN GUARANTY TRUST COMPANY
                               OF NEW YORK, as Co-Agent
                               and as a Lender



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

                                    S-5
<PAGE> 101



                             NATIONSBANK, N.A.,
                               as Co-Agent and as a Lender



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

                                    S-6
<PAGE> 102



                             WACHOVIA BANK, N.A.



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

                                    S-7
<PAGE> 103


                             WELLS FARGO BANK, N.A.



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

                                    S-8
<PAGE> 104


                             THE BANK OF NEW YORK



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

                                    S-9
<PAGE> 105


                             BANCO BILBAO VIZCAYA




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

                                    S-10
<PAGE> 106


                             SWISS BANK CORPORATION,
                               STAMFORD BRANCH



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

                                    S-11
<PAGE> 107


<TABLE>
                                      SCHEDULE 2.1

                                      COMMITMENTS
                                  AND PRO RATA SHARES

<CAPTION>
Lender                                     Commitment           Pro Rata Share
------                                     ----------           --------------
<S>                                     <C>                    <C>
Bank of America National Trust           $65,000,000.00         14.444444444%
  and Savings Association

The Chase Manhattan Bank                 $52,500,000.00         11.666666667%

The First National Bank                  $52,500,000.00         11.666666667%
  of Chicago

Morgan Guaranty Trust Company            $52,500,000.00         11.666666667%
  of New York

NationsBank, N.A.                        $52,500,000.00         11.666666667%

Wachovia Bank, N.A.                      $42,500,000.00          9.444444444%

Wells Fargo Bank, N.A.                   $42,500,000.00          9.444444444%

Bank of New York                         $30,000,000.00          6.666666667%

Banco Bilbao Vizcaya                     $30,000,000.00          6.666666667%

Swiss Bank Corporation,                  $30,000,000.00          6.666666667%
    Stamford Branch


TOTAL                                   $450,000,000.00        100.000000000%
</TABLE>


<PAGE> 108

                                 SCHEDULE 11.2


                      OFFSHORE AND DOMESTIC LENDING OFFICES,
                               ADDRESSES FOR NOTICES



THE EARTHGRAINS COMPANY
-----------------------
Mr. Michael A. Salamone
Vice President & Treasurer
8400 Maryland Avenue
St. Louis, MO  63105-3668

Telephone:  314-259-7066
Facsimile:  314-259-7036

Person to whom Bid Loan correspondence should be addressed:

Mr. Michael A. Salamone
Vice President & Treasurer
8400 Maryland Avenue
St. Louis, MO  63105-3668
Telephone:  314-259-7066
Facsimile:  314-259-7036


BANK OF AMERICA NATIONAL TRUST
------------------------------
AND SAVINGS ASSOCIATION,
-----------------------
  as Administrative Agent

Bank of America National Trust
and Savings Association
Agency Management Services #5596
1850 Gateway Boulevard
Concord, California 94520
Attention:     David Flores
               Telephone: (510) 436-2749
               Facsimile: (510) 436-2700


Administrative Agent's Payment Office:

Attn:  Agency Management Services #5596
1850 Gateway Boulevard
Concord, California 94520
For Credit To: 12338-15039
Reference:  The Earthgrains Company


<PAGE> 109

BANK OF AMERICA NATIONAL TRUST
------------------------------
AND SAVINGS ASSOCIATION,
-----------------------
  as Swing Line Lender, as an Issuing Lender and as a Lender

Domestic and Offshore Lending Office:
GPO Account Administration
1850 Gateway Boulevard
3rd Floor
Concord, California  94520
Attention:     Lenora Minkin
               Account Administrator
               Telephone: (510) 675-7761
               Facsimile: (510) 603-8217

Notices (other than Borrowing notices and Notices of
Conversion/Continuation):

Bank of America National Trust and Savings Association
231 South LaSalle Street, 9th Floor
Chicago, Illinois  60197
Attention:     G. Burton Queen
               Managing Director
               Telephone: (312) 828-3096
               Facsimile: (312) 987-1276


NATIONSBANK, N.A.,
-----------------
  as Co-Agent and as a Lender

Domestic and Offshore Lending Office:
901 Main Street
Dallas, Texas 75202
Attention:     Stacey Smith
               Telephone: (214) 508-1864
               Facsimile: (214) 508-0944

Notices (other than Borrowing notices and Notices of
Conversion/Continuation):

NationsBank, N.A.
One NationsBank Plaza
800 Market Street
St. Louis, Missouri 63101
Attention:     Kenneth J. Schult
               Vice President
               Telephone:  (314) 466-7683
               Facsimile:  (314) 466-7783

                                    2
<PAGE> 110

THE CHASE MANHATTAN BANK,
------------------------
  as Co-Agent and as a Lender

Domestic and Offshore Lending Office:
1 Chase Manhattan Plaza - 8th Floor
New York, New York  10081
Attention:     Vito Cipriano
               Telephone:  (212) 552-7402
               Facsimile:  (212) 552-5662

Notices (other than Borrowing notices and Notices of
Conversion/Continuation):

The Chase Manhattan Bank
10 South LaSalle Street
Suite 2300
Chicago, Illinois 60603
Attention:     Cassandra Garrison
               Telephone:  (312) 807-4030
               Facsimile:  (312) 807-4550

Attention:     Debbie Welles
               Telephone:  (312) 807-4088
               Facsimile:  (312) 807-4077


MORGAN GUARANTY TRUST COMPANY
-----------------------------
  OF NEW YORK, as Co-Agent
  -----------
  and as a Lender

Domestic and Offshore Lending Office;
Notices (other than Borrowing, Conversion/
Continuation and similar operational notices):

Morgan Guaranty Trust Company of New York
60 Wall Street
New York, New York  10260-0060
Attention:     Patricia Merritt
               Vice President
               Telephone:  (212) 648-6744
               Facsimile:  (212) 648-5336


Notices (Borrowing, Conversion/Continuation and similar operational
notices):

c/o J.P. Morgan Services, Inc.
500 Stanton Christiana Road
P.O. Box 6070
Newark, Delaware  19713-2107
Attention:     William Lamb
               Telephone:  (302) 634-1840
               Facsimile:  (302) 634-1092

                                    3
<PAGE> 111

THE FIRST NATIONAL BANK OF CHICAGO,
----------------------------------
 as Co-Agent and as a Lender

Domestic and Offshore Lending Office:
One First National Plaza
Suite 0088, 1-14
Chicago, IL 60670
Attention:     April Yebd
               Telephone:  (312) 732-4823
               Facsimile:  (312) 732-2715

Notices (other than Borrowing notices and Notices of
Conversion/Continuation):

The First National Bank of Chicago
One First National Plaza
Suite 0173, 1-14
Chicago, IL 60670
Attention:     William J. Oleferchik
               Telephone:  (312) 732-2947
               Facsimile:  (312) 732-1117


BANCO BILBAO VIZCAYA,
--------------------
  as a Lender

Domestic Lending Office:

Banco Bilbao Vizcaya New York Branch
1345 Avenue of the Americas, 45th Floor
New York, NY 10105

Offshore Lending Office:

Banco Bilbao Vizcaya Nassau Branch
c/o Banco Bilbao Vizcaya New York Branch
1345 Avenue of the Americas, 45th Floor
New York, NY 10105

Notices (other than Borrowing notices and Notices of
Conversion/Continuation):

Banco Bilboa Vizcaya
1345 Avenue of the Americas, 45th Floor
New York, NY 10105
Attention:     John Martini Carreras
               Telephone:     (212) 728-1653
               Facsimile:     (212) 333-2904

                                    4
<PAGE> 112

THE BANK OF NEW YORK,
--------------------
  as a Lender

Domestic and Offshore Lending Office:
One Wall Street, 19th Floor
New York, New York 10286
Attention:     Pilar Kinzie
               Telephone:  (212) 635-7607
               Facsimile:  (212) 635-7923

Notices (other than Borrowing notices and Notices of
Conversion/Continuation):

The Bank of New York
One Wall Street, 19th Floor
New York, New York 10286
Attention:     John Lambert
               Vice President
               Telephone:  (212) 635-8204
               Facsimile:  (212) 635-1208/1209


SWISS BANK CORPORATION, STAMFORD BRANCH
---------------------------------------
  as a Lender

Domestic and Offshore Lending Office:
(including copies of Compliance Certificates)

Swiss Bank Corporation, Stamford Branch
222 Broadway 2E
New York, NY 10038
Attention:     Bank Products Support
               Daniel Nolan
               Telephone:     (212) 574-3845
               Facsimile:     (212) 574-4176

Notices (other than Borrowing notices and Notices of
Conversion/Continuation):

Swiss Bank Corporation, Stamford Branch
222 Broadway 4B
New York, NY 10038
Attention:     Reto Jenal
               Telephone:     (212) 224-8021
               Facsimile:     (212) 224-8610

                                    5
<PAGE> 113

WELLS FARGO BANK, N.A.,
----------------------
  as a Lender

Domestic and Offshore Lending Office:
201 Third Street
San Francisco, California 94103
Attention:     Tessie Melgar
               Loan Operations Manager
               Telephone:  (415) 477-5421
               Facsimile:  (415) 979-0675

Notices (other than Borrowing notices and Notices of
Conversion/Continuation):

Wells Fargo Bank, N.A.
222 West Adams Street
Suite 2180
Chicago, Illinois 60606
Attention:     Melissa F. Nachman
               Vice President
               Telephone: (312) 553-2353
               Facsimile: (312) 553-4783


WACHOVIA BANK, N.A.
-------------------
  as a Lender

Domestic and Offshore Lending Office:
191 Peachtree Street NE
Atlanta, Georgia  30303
Attention:     Karen Reynolds
               Telephone:  (404) 332-6446
               Facsimile:  (404) 332-6898

Notices (other than Borrowing notices and Notices of
Conversion/Continuation):

Wachovia Bank, N.A.
191 Peachtree Street NE
Atlanta, Georgia  30303
Attention:     Steven Bennett
               Telephone:  (404) 332-6739
               Facsimile:  (404) 332-6898

                                    6