Published CUSIP Deal Number: 81154LAA5
                       Published CUSIP Revolver Number: 81154LAB3


              AMENDED AND RESTATED CREDIT AGREEMENT

                    Dated as of July 10, 2008

                              among

                      SEABOARD CORPORATION

                               and

          CERTAIN SUBSIDIARIES OF SEABOARD COPORATION,
                          as Borrowers,

                     BANK OF AMERICA, N.A.,
  as Administrative Agent, Swing Line Lender and an L/C Issuer,

                               and

                 The Other Lenders Party Hereto


                      BANK OF NOVA SCOTIA,
                    as the Syndication Agent


                          SUNTRUST BANK
                               and
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., "RABOBANK
                INTERNATIONAL", NEW YORK BRANCH,
                   as Co-Documentation Agents


                 BANC OF AMERICA SECURITIES LLC
                               and
                      SCOTIA CAPITAL, INC.,
                               as
          Joint Lead Arrangers and Joint Book Managers


<PAGE>


                        TABLE OF CONTENTS

     Section                                                Page

                           ARTICLE I.
   AMENDMENT AND RESTATEMENT; DEFINITIONS AND ACCOUNTING TERMS

1.01 Amendment and Restatement                                 1
1.02 Defined Terms                                             3
1.03 Other Interpretive Provisions                            28
1.04 Accounting Matters                                       29
1.05 Rounding                                                 30
1.06 Exchange Rates; Currency Equivalents                     30
1.07 Additional Alternative Currencies                        30
1.08 Change of Currency                                       31
1.09 Times of Day                                             32
1.10 Letter of Credit Amounts                                 32

                           ARTICLE II.
              THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 Committed Loans                                          32
2.02 Borrowings, Conversions and Continuations of Committed
     Loans                                                    32
2.03 Letters of Credit                                        35
2.04 Swing Line Loans                                         44
2.05 Prepayments                                              47
2.06 Termination or Reduction of Commitments                  48
2.07 Repayment of Loans                                       49
2.08 Interest                                                 49
2.09 Fees                                                     50
2.10 Computation of Interest and Fees; Retroactive
     Adjustments of Applicable Rate                           50
2.11 Evidence of Debt                                         51
2.12 Payments Generally; Administrative Agent's Clawback      52
2.13 Sharing of Payments by Lenders                           54
2.14 Designated Borrowers                                     54
2.15 Increase in Commitments                                  56

<PAGE> i

                          ARTICLE III.
             TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes                                                    57
3.02 Illegality                                               62
3.03 Inability to Determine Rates                             62
3.04 Increased Costs; Reserves on Eurocurrency Rate Loans     63
3.05 Compensation for Losses                                  65
3.06 Mitigation Obligations; Replacement of Lenders           66
3.07 Survival                                                 66

                           ARTICLE IV.
            CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01 Conditions of Initial Credit Extension                   66
4.02 Conditions to all Credit Extensions                      68

                           ARTICLE V.
                 REPRESENTATIONS AND WARRANTIES

5.01 Existence, Qualification and Power; Compliance with
     Laws                                                     69
5.02 Authorization; No Contravention                          69
5.03 Governmental Authorization; Other Consents               69
5.04 Binding Effect                                           69
5.05 Financial Statements; No Material Adverse Effect         69
5.06 Litigation                                               70
5.07 No Default                                               70
5.08 Ownership of Property; Liens                             70
5.09 Environmental Compliance                                 70
5.10 Insurance                                                71
5.11 Taxes                                                    71
5.12 ERISA Compliance                                         71
5.13 Subsidiaries; Equity Interests                           72
5.14 Margin Regulations; Investment Company Act               72
5.15 Disclosure                                               72
5.16 Compliance with Laws                                     72
5.17 Intellectual Property; Licenses, Etc                     73
5.18 Taxpayer Identification Number; Other Identifying
     Information                                              73

<PAGE> ii

5.19 Representations as to Foreign Obligors                   73

                           ARTICLE VI.
                      AFFIRMATIVE COVENANTS

6.01 Financial Statements                                     74
6.02 Certificates; Other Information                          75
6.03 Notices                                                  77
6.04 Payment of Obligations                                   77
6.05 Preservation of Existence, Etc                           77
6.06 Maintenance of Properties                                78
6.07 Maintenance of Insurance                                 78
6.08 Compliance with Laws                                     78
6.09 Books and Records                                        78
6.10 Inspection Rights                                        78
6.11 Use of Proceeds                                          79
6.12 Approvals and Authorizations                             79

                          ARTICLE VII.
                       NEGATIVE COVENANTS

7.01 Negative Pledge                                          79
7.02 Investments                                              80
7.03 Subsidiary Indebtedness                                  81
7.04 Fundamental Changes                                      82
7.05 Dispositions                                             83
7.06 Restricted Payments                                      84
7.07 Change in Nature of Business                             85
7.08 Transactions with Affiliates                             85
7.09 Burdensome Agreements                                    85
7.10 Use of Proceeds                                          85
7.11 Acquisitions                                             86
7.12 Financial Covenants                                      86
7.13 Amendments to Senior Note Agreements                     86

                          ARTICLE VIII.
                 EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default                                        87

<PAGE> iii

8.02 Remedies Upon Event of Default                           89
8.03 Application of Funds                                     89

                           ARTICLE IX.
                      ADMINISTRATIVE AGENT

9.01 Appointment and Authority                                90
9.02 Rights as a Lender                                       90
9.03 Exculpatory Provisions                                   90
9.04 Reliance by Administrative Agent                         91
9.05 Delegation of Duties                                     92
9.06 Resignation of Administrative Agent                      92
9.07 Non-Reliance on Administrative Agent and Other Lenders   93
9.08 No Other Duties, Etc                                     93
9.09 Administrative Agent May File Proofs of Claim            93

                           ARTICLE X.
                          MISCELLANEOUS

10.01 Amendments, Etc                                         94
10.02 Notices; Effectiveness; Electronic Communication        95
10.03 No Waiver; Cumulative Remedies; Enforcement             97
10.04 Expenses; Indemnity; Damage Waiver                      98
10.05 Payments Set Aside                                     100
10.06 Successors and Assigns                                 100
10.07 Treatment of Certain Information; Confidentiality      104
10.08 Right of Setoff                                        105
10.09 Interest Rate Limitation                               106
10.10 Counterparts; Integration; Effectiveness               106
10.11 Survival of Representations and Warranties             106
10.12 Severability                                           106
10.13 Replacement of Lenders                                 107
10.14 Governing Law; Jurisdiction; Etc                       107
10.15 Waiver of Jury Trial                                   108
10.16 No Advisory or Fiduciary Responsibility                108
10.17 Electronic Execution of Assignments and Certain
      Other Documents                                        109
10.18 USA PATRIOT Act Notice                                 109

<PAGE> iv

10.19 Judgment Currency                                      109


SIGNATURES                                                   S-1

<PAGE> v

SCHEDULES

     1.01      Mandatory Cost Formulae
     1.01(a)   Applicable Rate
     1.01(b)   Definition of "Excluded Transaction"
     2.01      Commitments and Applicable Percentages
     5.05      Supplement to Interim Financial Statements
     5.13      Subsidiaries; Other Equity Investments
     5.18      Identification Numbers for Designated Borrowers
               that are Foreign Subsidiaries
     10.02     Administrative  Agent's Office; Certain
               Addresses for Notices


EXHIBITS

     Form of

     A    Committed Loan Notice
     B    Swing Line Loan Notice
     C    Note
     D    Compliance Certificate
     E-1  Assignment and Assumption
     E-2  Administrative Questionnaire
     F    Letter of Credit Information Report
     G    Designated Borrower Request and Assumption Agreement
     H    Designated Borrower Notice
     I    Opinion
     J    Company Guaranty

<PAGE> vi


              AMENDED AND RESTATED CREDIT AGREEMENT

     This   AMENDED   AND   RESTATED   CREDIT   AGREEMENT   (this
"Agreement")  is entered into as of July 10, 2008 among  SEABOARD
CORPORATION,  a  Delaware  corporation (the  "Company"),  certain
Subsidiaries of the Company party hereto pursuant to Section 2.14
(each a "Designated Borrower" and, together with the Company, the
"Borrowers"  and, each a "Borrower"), each lender  from  time  to
time  party hereto (collectively, the "Lenders" and individually,
a  "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent,
Swing Line Lender and an L/C Issuer.

                     Preliminary Statements

     A.    The  Company, the lenders party thereto (the "Existing
Lenders") and Bank of America, N.A., as administrative agent, are
parties  to that certain Credit Agreement among the Company,  the
lenders   party   thereto,  and  Bank  of   America,   N.A.,   as
administrative agent, dated as of December 3, 2004  (as  amended,
amended   and  restated,  extended,  supplemented  or   otherwise
modified prior to the date hereof, the "Existing Five-Year Credit
Agreement"),  pursuant to which the lenders  party  thereto  (the
"Existing Lenders") originally agreed to provide the Company with
a  revolving  credit  facility,  including  a  letter  of  credit
subfacility and a swing line subfacility.

     B.    The  Company has requested that the Existing Five-Year
Credit  Agreement  be  amended  and  restated,  subject  to   the
conditions set forth herein, in order to, among other things, (a)
add additional borrowers, (b) provide for credit extensions to be
in  alternative currencies, (c) extend the maturity date  of  the
revolving  credit  facility, (d) increase the  maximum  aggregate
principal  amount  of  the  revolving credit  facility  from  the
existing  $100,000,000 to $300,000,000 (subject  to  an  increase
option  provided in this Agreement), and (e) make  certain  other
amendments  to  the  Existing  Five-Year  Credit  Agreement  (the
"Amendment and Restatement").

     C.   The parties hereto are willing to amend and restate the
Existing  Five-Year Credit Agreement and to make and continue  to
make  certain  revolving credit and letter of  credit  facilities
available to the Company upon the terms and conditions set  forth
herein

     In  consideration  of  the mutual covenants  and  agreements
herein  contained,  the  parties hereto  covenant  and  agree  as
follows:

                           ARTICLE I.
   AMENDMENT AND RESTATEMENT; DEFINITIONS AND ACCOUNTING TERMS

     1.01 Amendment and Restatement.  In order to facilitate  the
Amendment and Restatement and otherwise to effectuate the desires
of the Company, the Administrative Agent and the Lenders agree as
follows:

     (a)   As  of  the  Closing Date (immediately  prior  to  the
effectiveness  of  this Agreement) (i) the Aggregate  Commitments
under (and as defined in) the Existing Five-Year Credit Agreement
are  $100,000,000, (ii) the principal amount  of  the  Loans  (as
defined  in  the Existing Five-Year Credit Agreement) outstanding
under  the Existing Five-Year Credit Agreement is $0,

<PAGE> 1

(iii) there are no  Swing  Line Loans (as defined in the Existing
Five-Year  Credit Agreement) outstanding under the Existing Five-
Year Credit  Agreement,  and  (iv)  the  aggregate  amount of L/C
Obligations  (as  defined  in  the   Existing   Five-Year  Credit
Agreement)  outstanding  under  the  Existing  Five-Year   Credit
Agreement is $56,470,803.67.

     (b)  Simultaneously  with the Closing Date, but  immediately
prior to  giving  effect to  Section 1.01(e),  the parties hereby
agree  that (i) the Commitments of each Lender and its Applicable
Percentage  shall  be  as  set  forth  in  Schedule 2.01, and the
Outstanding  Amounts  of  Loans  and Applicable Percentage of the
Outstanding  Amounts  of L/C Obligations under the Existing Five-
Year Credit Agreement  (each as defined in the Existing Five-Year
Credit  Agreement)  shall  be  reallocated  as  outstanding Loans
hereunder in accordance with such Commitments,  and the requisite
assignments shall be deemed to be made in such  amounts among the
Lenders  and  from  each  Lender  to  each  other Lender (and, if
necessary,  to  Lenders  from  Existing  Lenders who elect not to
become  Lenders  under  this  Agreement  or  who   reduce   their
commitments in connection with this  Agreement),  with  the  same
force  and  effect  as  if  such  assignments  were  evidenced by
applicable  Assignments  and  Assumptions  (as  defined  in   the
Existing Five-Year Credit Agreement) under the Existing Five-Year
Credit  Agreement,  but  without  the  payment  of  any   related
assignment fee, (ii) the Letter of Credit Sublimit (as defined in
the  Existing  Five-Year  Credit Agreement) shall continue as the
Letter  of  Credit  Sublimit  hereunder  as such Letter of Credit
Sublimit  has  been  increased  as set forth herein and (iii) all
Letters  of  Credit (as  defined in the Existing Five-Year Credit
Agreement)  outstanding  under  the  Existing   Five-Year  Credit
Agreement  (the "Existing  Letters  of Credit") shall continue as
Letters of Credit outstanding under this Agreement.

     (c)  The  parties  hereby  consent  to all reallocations and
assignments  of  Commitments  and  Outstanding  Amounts  effected
pursuant to Sections 1.01(b) and 1.01(c) and subject to Article V
hereof,  waive  any  requirement  for  any  other   document   or
instrument, including any Assignment and  Assumption  (as defined
in  the  Existing  Five-Year Credit Agreement) under the Existing
Five-Year  Credit  Agreement   or   Assignment   and   Assumption
hereunder,  necessary  to  give  effect  to  any  reallocation or
assignment.  On the Closing Date the Lenders shall make full cash
settlement with each other  (and  with the Existing Lenders whose
Commitments  are  being  decreased)  through  the  Administrative
Agent,  as  the  Administrative Agent may direct or approve, with
respect to all assignments and  reallocations  in  Commitments as
reflected in this Section 1.01 such that  after  giving effect to
such  settlements  each  Lender's  Applicable  Percentage  of the
Commitments  equals  (with  customary  rounding)  its  Applicable
Percentage  of  (i) the Outstanding Amount of all Loans, and (ii)
the Outstanding Amount of all L/C Obligations.

     (d)  The   parties   hereto   hereby   agree  that  upon the
effectiveness  of this Agreement, the terms and provisions of the
Existing Five-Year Credit Agreement which in any manner govern or
evidence the  Obligations, the obligations of the Company and the
other   Loan   Parties,  the   rights  and  interests    of   the
Administrative Agent and the Lenders and any terms, conditions or
matters  related  to any thereof, shall be and hereby are amended
and  restated  in  their  entirety  by  the terms, conditions and
provisions of this Agreement, and the terms and provisions of the
Existing  Five-Year  Credit   Agreement,   except   as  otherwise
expressly provided herein or therein, shall be superseded by this
Agreement.

<PAGE> 2

     (e)  Notwithstanding  this  Amendment and Restatement of the
Existing  Five-Year  Credit Agreement, including anything in this
Section 1.01,  and  in  any related Loan Documents (as defined in
the Existing  Five-Year  Credit Agreement and referred to herein,
individually or  collectively, as the "Existing Loan Documents"),
(i) all of the indebtedness, liabilities and obligations owing by
any Person under  the  Existing  Five-Year  Credit  Agreement and
other  Existing  Loan  Documents  shall  continue  as Obligations
hereunder, and (ii) each of this Agreement and  the Notes and any
other  Loan  Document  (as  defined  herein)  that is amended and
restated  in  connection  with  this  Agreement  is  given  as  a
substitution  of,  and  not  as  a  payment of, the indebtedness,
liabilities and  obligations  of  the  Company  or any other Loan
Party  under  the  Existing  Five-Year  Credit  Agreement  or any
Existing Loan Document and neither the execution and  delivery of
such  documents  nor  the  consummation  of any other transaction
contemplated  hereunder  is  intended to constitute a novation of
the Existing Five-Year Credit  Agreement  or  of any of the other
Existing Loan Documents or  any obligations thereunder.  Upon the
effectiveness of this Agreement,  unless  otherwise agreed to and
arranged by the Administrative Agent,  all  Loans  (as defined in
the  Existing  Five-Year  Credit Agreement) owing and outstanding
under the Existing  Five-Year Credit Agreement shall be converted
to and, subject to  conversion  after  the  Closing  Date,  shall
continue  as  Base  Rate  Loans  hereunder  and  shall constitute
advances hereunder, and all Letters of Credit  (as defined in the
Existing  Five-Year  Credit  Agreement)  outstanding  under   the
Existing Five-Year Credit Agreement  and any of the Existing Loan
Documents, if any, shall continue as Letters of Credit hereunder;
provided  that  if  any  Eurodollar Rate Loans (as defined in the
Existing  Five-Year  Credit Agreement) are converted to Base Rate
Loans pursuant to  this  Section 1.01(e)  on a day other than the
last day of an Interest Period, the  Borrowers  shall  compensate
the Lenders holding such Eurodollar Rate Loans (as defined in the
Existing Five-Year Credit Agreement) pursuant to Section 3.05 for
any loss, cost or expense  arising  from  such  conversion on the
Closing Date of Eurodollar Rate  Loans  under (and as defined in)
the Existing  Five-Year  Credit  Agreement  to  Base  Rate  Loans
hereunder;  provided further, that on and after the Closing Date,
the Applicable Rate  and  fees applicable to Loans and Letters of
Credit hereunder  shall  apply  without  regard to any margins or
fees otherwise applicable  thereto  under  the Existing Five-Year
Credit  Agreement  prior  to  the  Closing  Date  (which fees and
margins  applicable  prior  to  the Closing Date shall be paid in
full on the Closing Date).

     1.02 Defined Terms. As used in this Agreement, the following
terms shall have the meanings set forth below:

     "Acquisition"  means  any transaction or series  of  related
transactions  for  the  purpose  of  or  resulting,  directly  or
indirectly, in (a) the acquisition by the Company or a Subsidiary
of  all or substantially all of the assets of a Person, or of any
line  of business or division of a Person, or (b) the acquisition
by  the Company or a Subsidiary of in excess of 50% of the Equity
Interests   of  any  Person  (other  than  a  Person  already   a
Subsidiary),  or  otherwise  causing  any  Person  to  become   a
Subsidiary.

     "Administrative Agent" means Bank of America in its capacity
as  administrative agent under any of the Loan Documents, or  any
successor administrative agent.

     "Administrative Agent's Office" means, with respect  to  any
currency, the Administrative Agent's address and, as appropriate,
account  as  set  forth on Schedule 10.02 with  respect  to  such

<PAGE> 3

currency, or such other address or account with respect  to  such
currency as the Administrative Agent may from time to time notify
to the Company and the Lenders.

     "Administrative   Questionnaire"  means  an   Administrative
Questionnaire  in substantially the form of Exhibit  E-2  or  any
other form approved by the Administrative Agent.

     "Affiliate"  means,  with respect  to  any  Person,  another
Person   that  directly,  or  indirectly  through  one  or   more
intermediaries, Controls or is Controlled by or is  under  common
Control with the Person specified.

     "Aggregate  Commitments" means the Commitments  of  all  the
Lenders.

     "Agreement" means this Credit Agreement.

     "Alternative Currency" means each of Euro, Canadian Dollars,
Yen,  Rands and each other currency (other than Dollars) that  is
approved in accordance with Section 1.07.

     "Alternative Currency Equivalent" means, at any  time,  with
respect  to  any  amount denominated in Dollars,  the  equivalent
amount   thereof  in  the  applicable  Alternative  Currency   as
determined by the Administrative Agent or the L/C Issuer, as  the
case  may  be,  at  such  time on the  basis  of  the  Spot  Rate
(determined in respect of the most recent Revaluation  Date)  for
the purchase of such Alternative Currency with Dollars.

     "Alternative Currency Sublimit" means an amount equal to the
lesser  of  the  Aggregate  Commitments  and  $50,000,000.    The
Alternative Currency Sublimit is part of, and not in addition to,
the Aggregate Commitments.

     "Amendment and Restatement" has the meaning specified in the
Preliminary Statements hereto.

     "Applicable Percentage" means, with respect to any Lender at
any time, the percentage (carried out to the ninth decimal place)
of   the  Aggregate  Commitments  represented  by  such  Lender's
Commitment  at  such time.  If the commitment of each  Lender  to
make  Loans  and  the obligation of the L/C Issuer  to  make  L/C
Credit  Extensions have been terminated pursuant to Section  8.02
or if the Aggregate Commitments have expired, then the Applicable
Percentage  of  each  Lender shall be  determined  based  on  the
Applicable  Percentage of such Lender most  recently  in  effect,
giving   effect  to  any  subsequent  assignments.   The  initial
Applicable  Percentage of each Lender is set forth  opposite  the
name  of  such  Lender on Schedule 2.01 or in the Assignment  and
Assumption pursuant to which such Lender becomes a party  hereto,
as applicable.

     "Applicable  Rate" means the percentages  per  annum,  based
upon  the  Consolidated Leverage Ratio as set forth in  the  most
recent  Compliance  Certificate received  by  the  Administrative
Agent  pursuant to Section 6.02(a) determined in accordance  with
the  table  set  forth  in  Schedule 1.01(a).   Any  increase  or
decrease  in the Applicable Rate resulting from a change  in  the
Consolidated  Leverage Ratio shall become  effective  as  of  the
first  Business Day immediately following the date  a  Compliance
Certificate  is delivered pursuant to Section 6.02(a);  provided,
however,  that if a Compliance Certificate is not delivered  when
due  in accordance with such Section, then Pricing Level 5  shall
apply  as of the first Business Day after

<PAGE> 4

the date on  which  such  Compliance  Certificate was required to
have been delivered  until the first  Business Day after the date
on which such  Compliance Certificate is actually delivered.  The
Applicable Rate in effect from the Closing Date through the first
Business  Day  immediately  following  the   date   a  Compliance
Certificate  is  delivered  or required to be pursuant to Section
6.02(b) for the fiscal quarter ended   June  28,  2008  shall  be
determined  based  upon   the Consolidated   Leverage  Ratio  set
forth  in   the  Compliance Certificate  delivered on the Closing
Date  pursuant  to  Section 4.01(a)(vii).

     "Applicable Time" means, with respect to any borrowings  and
payments in any Alternative Currency, the local time in the place
of  settlement for such Alternative Currency as may be determined
by  the  Administrative Agent or the L/C Issuer, as the case  may
be, to be necessary for timely settlement on the relevant date in
accordance  with  normal  banking  procedures  in  the  place  of
payment.

     "Applicant  Borrower" has the meaning specified  in  Section
2.14.

     "Approved  Fund"  means  any Fund that  is  administered  or
managed by (a) a Lender, (b) an Affiliate of a Lender or  (c)  an
entity or an Affiliate of an entity that administers or manages a
Lender.

     "Arrangers"  means BAS and Scotia Capital,  Inc.,  in  their
capacities as joint lead arrangers and joint book managers.

     "Assignee  Group" means two or more Eligible Assignees  that
are  Affiliates  of  one another or two or  more  Approved  Funds
managed by the same investment advisor.

     "Assignment   and  Assumption"  means  an   assignment   and
assumption  entered  into by a Lender and  an  Eligible  Assignee
(with  the  consent  of any party whose consent  is  required  by
Section  10.06(b)), and accepted by the Administrative Agent,  in
substantially the form of Exhibit E-1 or any other form  approved
by the Administrative Agent.

     "Attributable  Indebtedness" means,  on  any  date,  (a)  in
respect  of  any  capital  lease of any Person,  the  capitalized
amount  thereof  that  would appear on a balance  sheet  of  such
Person  prepared as of such date in accordance with GAAP, (b)  in
respect of any Synthetic Lease Obligation, the capitalized amount
of  the  remaining lease payments under the relevant  lease  that
would  appear  on a balance sheet of such Person prepared  as  of
such  date  in accordance with GAAP if such lease were  accounted
for  as  a  capital  lease,  and (c)  in  respect  of  any  asset
securitization transaction of any Person, (i) the  actual  amount
of  any  unrecovered investment of purchasers or  transferees  of
assets  so  transferred,  plus (ii) in  the  case  of  any  other
recourse, repurchase, or debt obligation described in clause  (a)
of   the  definition  of  "Off-Balance  Sheet  Liabilities,"  the
capitalized  amount of such obligation that  would  appear  on  a
balance  sheet of such Person prepared on such date in accordance
with  GAAP if such sale or transfer or assets were accounted  for
as a secured loan.

     "Audited    Financial   Statements"   means   the    audited
consolidated  balance sheet of the Company and  its  Subsidiaries
and  Consolidated Entities for the fiscal year ended December 31,
2007,  and  the  related  consolidated  statements  of  earnings,
shareholders' equity and cash flows

<PAGE> 5

for such fiscal year  of  the  Company  and  its Subsidiaries and
Consolidated Entities, including the notes thereto.

     "Availability  Period" means the period from  and  including
the  Closing Date to the earliest of (a) the Maturity  Date,  (b)
the date of termination of the Aggregate Commitments pursuant  to
Section  2.06, and (c) the date of termination of the  commitment
of  each  Lender to make Loans and of the obligation of  the  L/C
Issuer to make L/C Credit Extensions pursuant to Section 8.02.

     "Bank  of  America"  means Bank of  America,  N.A.  and  its
successors.

     "BAS"   means  Banc  of  America  Securities  LLC  and   its
successors.

     "Base  Rate" means for any day a fluctuating rate per  annum
equal to the higher of (a) the Federal Funds Rate plus 1/2 of  1%
and  (b)  the rate of interest in effect for such day as publicly
announced  from  time to time by Bank of America  as  its  "prime
rate."   The "prime rate" is a rate set by Bank of America  based
upon  various  factors  including Bank  of  America'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  such  rate announced by Bank of  America  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 that is  a
Base Rate Loan.

     "Base  Rate Loan" means a Loan that bears interest based  on
the  Base  Rate.   All Base Rate Loans shall  be  denominated  in
Dollars.

     "Borrower" and "Borrowers" each has the meaning specified in
the introductory paragraph hereto.

     "Borrower  Materials" has the meaning specified  in  Section
6.02.

     "Borrowing"  means a Committed Borrowing  or  a  Swing  Line
Borrowing, as the context may require.

     "Bresky Group" means (a) the estate of H. Harry Bresky, Otto
Bresky, Jr. (brother of the late H. Harry Bresky) and the  estate
of  Marjorie  Shifman  (deceased sister  of  the  late  H.  Harry
Bresky),  (b)  spouses, heirs, legatees, lineal descendants,  and
spouses  of  lineal  descendants, other  blood  relatives,  step-
children, adopted children, and/or estates or representatives  of
estates  of  H.  Harry  Bresky, Otto  Bresky,  Jr.  and  Marjorie
Shifman,  (c)  trusts  established for the  benefit  of  spouses,
lineal descendants and spouses of lineal descendants, other blood
relatives,  step-children, and/or adopted children  of  H.  Harry
Bresky, Otto Bresky, Jr., and Marjorie Shifman and (d) any person
which  is directly or indirectly Controlled by a person described
in the preceding clauses (a), (b) or (c).

     "Business  Day" means any day other than a Saturday,  Sunday
or  other  day on which commercial banks are authorized to  close
under the Laws of, or are in fact closed in, the state

<PAGE> 6

where   the  Administrative   Agent's   Office  with  respect  to
Obligations denominated in Dollars is located and:

          (a)   if such day relates to any interest rate settings
     as  to a Eurocurrency Rate Loan denominated in Dollars,  any
     fundings, disbursements, settlements and payments in Dollars
     in  respect of any such Eurocurrency Rate Loan, or any other
     dealings  in  Dollars  to be carried out  pursuant  to  this
     Agreement  in  respect of any such Eurocurrency  Rate  Loan,
     means  any such day on which dealings in deposits in Dollars
     are  conducted by and between banks in the London  interbank
     eurodollar market;

          (b)   if such day relates to any interest rate settings
     as  to  a  Eurocurrency Rate Loan denominated in  Euro,  any
     fundings, disbursements, settlements and payments in Euro in
     respect  of  any such Eurocurrency Rate Loan, or  any  other
     dealings  in  Euro  to  be  carried  out  pursuant  to  this
     Agreement  in  respect of any such Eurocurrency  Rate  Loan,
     means a TARGET Day;

          (c)   if such day relates to any interest rate settings
     as  to  a  Eurocurrency Rate Loan denominated in a  currency
     other  than  Dollars or Euro, means any such  day  on  which
     dealings  in deposits in the relevant currency are conducted
     by  and  between  banks in the London  or  other  applicable
     offshore interbank market for such currency; and

          (d)    if   such   day   relates   to   any   fundings,
     disbursements, settlements and payments in a currency  other
     than  Dollars or Euro in respect of a Eurocurrency Rate Loan
     denominated in a currency other than Dollars or Euro, or any
     other dealings in any currency other than Dollars or Euro to
     be  carried out pursuant to this Agreement in respect of any
     such  Eurocurrency Rate Loan (other than any  interest  rate
     settings),  means any such day on which banks are  open  for
     foreign exchange business in the principal financial  center
     of the country of such currency.

     "Canadian Dollar" means the lawful currency of Canada.

     "Cash  Collateralize" has the meaning specified  in  Section
2.03(g).

     "Change in Law" means the occurrence, after the date of this
Agreement,  of any of the following: (a) the adoption  or  taking
effect of any law, rule, regulation or treaty, (b) any change  in
any  law,  rule,  regulation or treaty or in the  administration,
interpretation   or  application  thereof  by  any   Governmental
Authority or (c) the making or issuance of any request, guideline
or  directive  (whether or not having the force of  law)  by  any
Governmental Authority.

     "Change  of Control" means an event or series of  events  by
which any "person" or "group" (as such terms are used in Sections
13(d)  and  14(d)  of the Securities Exchange Act  of  1934,  but
excluding  (x)  any employee benefit plan of such person  or  its
subsidiaries, and any person or entity acting in its capacity  as
trustee,  agent or other fiduciary or administrator of  any  such
plan,  (y) Seaboard Flour and (z) any member of the Bresky Group)
(i) becomes the "beneficial owner" (as defined in Rules 13d-3 and
13d-5  under the Securities Exchange Act of 1934, except  that  a
person or group shall be deemed to have "beneficial ownership" of
all securities that such person or group has the right to acquire
(such   right,  an  "option  right"),

<PAGE> 7

whether such right is exercisable immediately  or only after  the
passage  of  time), directly or indirectly, of 50% or more of the
equity  securities of  the  Company  entitled to vote for members
of the board of  directors  or  equivalent  governing body of the
Company  on  a  fully-diluted  basis (and taking into account all
such  securities  that  such  person  or  group  has the right to
acquire  pursuant  to  any  option  right),  or  (ii)  shall have
acquired by contract or  otherwise,  or shall have entered into a
contract or  arrangement  that,  upon  consummation thereof, will
result in its or their  acquisition  of  the power  to  exercise,
directly  or  indirectly,  a  controlling   influence  over   the
management or policies of the Company, or control over the equity
securities of the Company entitled  to  vote  for  members of the
board of directors or equivalent governing body of the Company on
a  fully-diluted   basis   (and  taking  into  account  all  such
securities that such Person or group   has  the  right to acquire
pursuant to any option right)  representing  50%  or  more of the
combined voting  power  of  such securities.

     "Closing  Date"  means  the first date  all  the  conditions
precedent  in Section 4.01 are satisfied or waived in  accordance
with Section 10.01.

     "Code" means the Internal Revenue Code of 1986.

     "Commitment" means, as to each Lender, its obligation to (a)
make  Committed Loans to the Borrowers pursuant to Section  2.01,
(b)  purchase participations in L/C Obligations, and (c) purchase
participations  in  Swing Line Loans, in an  aggregate  principal
amount  at  any  one  time outstanding not to exceed  the  Dollar
amount set forth opposite such Lender's name on Schedule 2.01  or
in  the  Assignment and Assumption pursuant to which such  Lender
becomes  a  party hereto, as applicable, as such  amount  may  be
adjusted from time to time in accordance with this Agreement.

     "Committed  Borrowing"  means  a  borrowing  consisting   of
simultaneous  Committed  Loans of the  same  Type,  in  the  same
currency and, in the case of Eurocurrency Rate Loans, having  the
same  Interest  Period made by each of the  Lenders  pursuant  to
Section 2.01.

     "Committed Loan" has the meaning specified in Section 2.01.

     "Committed  Loan Notice" means a notice of (a)  a  Committed
Borrowing, (b) a conversion of Committed Loans from one  Type  to
the  other,  or  (c) a continuation of Eurocurrency  Rate  Loans,
pursuant  to  Section  2.02(a), which, if in  writing,  shall  be
substantially in the form of Exhibit A.

     "Company"  has  the  meaning specified in  the  introductory
paragraph hereto.

     "Company  Guaranty" means a Guaranty Agreement in  favor  of
the  Administrative Agent and the Lenders, in  substantially  the
form  of  Exhibit  J,  executed by the Company  on  behalf  of  a
Designated Borrower that is a Foreign Obligor.

     "Compliance  Certificate" means a certificate  substantially
in the form of Exhibit D.

     "Consolidated Adjusted Leverage Ratio" means, as of any date
of  determination, the ratio of (a) the remainder of Consolidated
Funded Indebtedness as of such date, minus all unencumbered  cash
and  cash  equivalents  of the Company and its  Subsidiaries  and
Consolidated

<PAGE> 8

Entities  as  of such  date  with  adjustments  for international
tax effects at an assumed withholding rate of 35%, as applicable,
to (b) Consolidated EBITDA  for  the  period  of  the four fiscal
quarters most recently ended.

     "Consolidated EBITDA" means, for any period, for the Company
and  its Subsidiaries and Consolidated Entities on a consolidated
basis, an amount equal to Consolidated Net Income for such period
plus (a) the following to the extent deducted in calculating such
Consolidated  Net Income: (i) Consolidated Interest  Charges  for
such  period,  (ii) the provision for Federal, state,  local  and
foreign  income taxes payable by the Company and its Subsidiaries
for  such period, (iii) depreciation and amortization expense and
(iv)  other  expenses, losses or charges of the Company  and  its
Subsidiaries and Consolidated Entities reducing such Consolidated
Net  Income which do not represent a cash item in such period  or
any  future  period, and minus (b) the following  to  the  extent
included  in  calculating  such  Consolidated  Net  Income:   (i)
Federal,  state,  local and foreign income  tax  credits  of  the
Company  and its Subsidiaries and Consolidated Entities for  such
period  and  (ii) all non-cash items and all other extraordinary,
unusual or nonrecurring gains of the Company and its Subsidiaries
and  Consolidated Entities increasing Consolidated Net Income for
such period.

     "Consolidated  Entity"  means  an  entity,  other   than   a
Subsidiary, that is subject to consolidation under GAAP.

     "Consolidated Funded Indebtedness" means, as of any date  of
determination,   for  the  Company  and  its   Subsidiaries   and
Consolidated   Entities   on   a  consolidated   basis,   without
duplication, the sum of (a) the outstanding principal  amount  of
all obligations, whether current or long-term, for borrowed money
(including  Obligations hereunder) and all obligations  evidenced
by  bonds,  debentures, notes, loan agreements or  other  similar
instruments, (b) the outstanding principal amount of all purchase
money  Indebtedness,  (c)  all direct obligations  arising  under
letters  of  credit (including standby and commercial),  bankers'
acceptances,   bank   guaranties,  surety   bonds   and   similar
instruments,  (d)  the outstanding amount of all  obligations  in
respect  of  the deferred purchase price of property or  services
(other  than trade accounts payable and accrued expenses  in  the
ordinary  course  of business), (e) Attributable Indebtedness  in
respect of capital leases, Synthetic Lease Obligations and  other
Off-Balance  Sheet  Liabilities,  (f)  without  duplication,  all
Guarantees with respect to outstanding Indebtedness of the  types
specified in clauses (a) through (e) above of Persons other  than
the  Company, any Subsidiary or any Consolidated Entity, and  (g)
all  Indebtedness of the types referred to in clauses (a) through
(f) above of any partnership or joint venture (other than a joint
venture  that  is  itself  a  corporation  or  limited  liability
company) in which the Company or a Subsidiary or any Consolidated
Entity  is  a  general  partner or joint  venturer,  unless  such
Indebtedness  is non-recourse to the Company, such Subsidiary  or
such Consolidated Entity.

     "Consolidated Interest Charges" means, for any  period,  for
the  Company and its Subsidiaries and Consolidated Entities on  a
consolidated  basis,  the  sum  of  (a)  all  interest,   premium
payments,  debt discount, fees, charges and related  expenses  of
the  Company  and its Subsidiaries and Consolidated  Entities  in
connection  with borrowed money (including capitalized  interest)
or  in connection with the deferred purchase price of assets,  in
each  case  to the extent treated as interest in accordance  with
GAAP,  (b)  the  portion of rent expense of the Company  and  its
Subsidiaries  and  Consolidated Entities  with  respect  to  such
period  under  capital

<PAGE> 9

leases that is  treated  as interest in accordance with GAAP, and
(c) all implicit interest  in  connection  with  Synthetic  Lease
Obligations and other  Off-Balance  Sheet Liabilities.

     "Consolidated  Leverage Ratio" means,  as  of  any  date  of
determination, the ratio of (a) Consolidated Funded  Indebtedness
as  of such date to (b) Consolidated EBITDA for the period of the
four fiscal quarters most recently ended.

     "Consolidated  Net Income" means, for any  period,  for  the
Company  and  its  Subsidiaries and Consolidated  Entities  on  a
consolidated  basis,  the  net income  of  the  Company  and  its
Subsidiaries  and Consolidated Entities (excluding  extraordinary
gains but including extraordinary losses) for that period.

     "Consolidated Tangible Net Worth" means, as of any  date  of
determination,   for  the  Company  and  its   Subsidiaries   and
Consolidated  Entities  on  a consolidated  basis,  Shareholders'
Equity  on  such date minus the Intangible Assets of the  Company
and its Subsidiaries and Consolidated Entities on such date.

     "Consolidated Total Capitalization" means, as of any date of
determination,  the  sum of (a) Consolidated Funded  Indebtedness
and (b) Shareholders' Equity on such date.

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

     "Control"  means the possession, directly or indirectly,  of
the  power to direct or cause the direction of the management  or
policies  of  a Person, whether through the ability  to  exercise
voting  power,  by  contract  or  otherwise.   "Controlling"  and
"Controlled" have meanings correlative thereto.

     "Cost   of   Acquisition"  means,  with   respect   to   any
Acquisition,  as  at  the  date of entering  into  any  agreement
therefor,  the  sum of the following (without duplication):   (a)
the  value  of  the  Equity  Interests  of  the  Company  or  any
Subsidiary  to  be transferred in connection therewith,  (b)  the
amount  of  any  cash  and fair market value  of  other  property
(excluding  property  described in  clause  (a)  and  the  unpaid
principal  amount of any debt instrument) given as consideration,
(c) the amount (determined by using the face amount or the amount
payable  at  maturity, whichever is greater) of any  Indebtedness
incurred, assumed or acquired by the Company or any Subsidiary in
connection  with  such Acquisition, (d) all  additional  purchase
price  amounts  in  the  form of earnouts  and  other  contingent
obligations  that should be recorded on the financial  statements
of  the Company and its Subsidiaries in accordance with GAAP, (e)
all  amounts  paid  in  respect  of  covenants  not  to  compete,
consulting  agreements  that  should  be  recorded  on  financial
statements of the Company and its Subsidiaries in accordance with
GAAP,  and  other  affiliated contracts in connection  with  such
Acquisition,  (f) the aggregate fair market value  of  all  other
consideration   given  by  the  Company  or  any  Subsidiary   in
connection  with  such  Acquisition,  and  (g)  out   of   pocket
transaction  costs  for the services and expenses  of  attorneys,
accountants  and  other consultants incurred  in  effecting  such
transaction,  and  other similar transaction costs  so  incurred.
For  purposes  of  determining the Cost of  Acquisition  for  any
transaction,  the capital stock of the Company  or  a  Subsidiary
shall  be  valued (A) in the case of capital stock that  is  then
designated

<PAGE> 10

as   a   national   market   system   security  by  the  National
Association of Securities Dealers, Inc. ("NASDAQ") or  is  listed
on  a  national  securities exchange, the  average  of  the  last
reported  bid  and  ask  quotations or the last  prices  reported
thereon,  and (B) with respect to any other Equity Interests,  as
determined  by a committee composed of the disinterested  members
of the Board of Directors of the Company and, if requested by the
Administrative Agent, determined to be a reasonable valuation  by
the   independent  public  accountants  referred  to  in  Section
6.01(a),  and  (C)  with respect to any Acquisition  accomplished
pursuant to the exercise of options or warrants or the conversion
of  securities,  the Cost of Acquisition shall include  both  the
cost of acquiring such option, warrant or convertible security as
well as the cost of exercise or conversion.

     "Credit  Extension"  means each  of  the  following:  (a)  a
Borrowing and (b) an L/C Credit Extension.

     "Debtor Relief Laws" means the Bankruptcy Code of the United
States,  and  all other liquidation, conservatorship, bankruptcy,
assignment    for   the   benefit   of   creditors,   moratorium,
rearrangement,   receivership,  insolvency,  reorganization,   or
similar  debtor  relief  Laws  of  the  United  States  or  other
applicable  jurisdictions  from  time  to  time  in  effect   and
affecting the rights of creditors generally.

     "Default"  means any event or condition that constitutes  an
Event  of  Default or that, with the giving of  any  notice,  the
passage of time, or both, would be an Event of Default.

     "Default   Rate"  means  (a)  when  used  with  respect   to
Obligations  other than Letter of Credit Fees, an  interest  rate
equal to (i) the Base Rate plus (ii) the Applicable Rate, if any,
applicable to Base Rate Loans plus (iii) 2% per annum;  provided,
however,  that  with  respect to a Eurocurrency  Rate  Loan,  the
Default Rate shall be an interest rate equal to the interest rate
(including any Applicable Rate and any Mandatory Cost)  otherwise
applicable to such Loan plus 2% per annum, and (b) when used with
respect  to Letter of Credit Fees, a rate equal to the Applicable
Rate plus 2% per annum.

     "Defaulting Lender" means any Lender that (a) has failed  to
fund  any portion of the Committed Loans, participations  in  L/C
Obligations or participations in Swing Line Loans required to  be
funded  by  it  hereunder within one Business  Day  of  the  date
required  to  be funded by it hereunder unless such  failure  has
been  cured,  (b)  has  otherwise  failed  to  pay  over  to  the
Administrative  Agent  or  any  other  Lender  any  other  amount
required  to be paid by it hereunder within one Business  Day  of
the date when due, unless the subject of a good faith dispute  or
unless  such  failure  has been cured, or  (c)  has  been  deemed
insolvent  or  become the subject of a bankruptcy  or  insolvency
proceeding.

     "Designated  Borrower"  has the  meaning  specified  in  the
introductory paragraph hereto.

     "Designated Borrower Sublimit" means an amount equal to  the
lesser  of  the  Aggregate  Commitments  and  $50,000,000.    The
Designated Borrower Sublimit is part of, and not in addition  to,
the Aggregate Commitments.

     "Designated  Borrower Notice" has the meaning  specified  in
Section 2.14.

<PAGE> 11


     "Designated  Borrower Request and Assumption Agreement"  has
the meaning specified in Section 2.14.

     "Disposition"   or  "Dispose"  means  the  sale,   transfer,
license,   sales  type  or  direct  financing  lease   or   other
disposition (including any sale and leaseback transaction) of any
property  by any Person, including any sale, assignment, transfer
or  other  disposal, with or without recourse, of  any  notes  or
accounts   receivable  or  any  rights  and   claims   associated
therewith.

     "Dollar" and "$" mean lawful money of the United States.

     "Dollar Equivalent" means, at any time, (a) with respect  to
any  amount  denominated in Dollars, such amount,  and  (b)  with
respect  to  any amount denominated in any Alternative  Currency,
the  equivalent  amount thereof in Dollars as determined  by  the
Administrative Agent or the L/C Issuer, as the case  may  be,  at
such time on the basis of the Spot Rate (determined in respect of
the  most  recent Revaluation Date) for the purchase  of  Dollars
with such Alternative Currency.

     "Domestic Subsidiary" means any Subsidiary that is organized
under  the laws of any state of the United States or the District
of Columbia.

     "Eligible   Assignee"  means  any  Person  that  meets   the
requirements to be an assignee under Section 10.06(b)(iii),  (v),
(vi)  and  (vii)  subject to such consents, if  any,  as  may  be
required under Section 10.06(b)(iii)).

     "EMU"  means  the economic and monetary union in  accordance
with  the  Treaty of Rome 1957, as amended by the Single European
Act  1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty
of 1998.

     "EMU  Legislation"  means the legislative  measures  of  the
European  Council  for  the introduction  of,  changeover  to  or
operation of a single or unified European currency.

     "Environmental  Laws"  means any  and  all  Federal,  state,
local,  and  foreign  statutes,  laws,  regulations,  ordinances,
rules,  judgments, orders, decrees, permits, concessions, grants,
franchises,  licenses,  agreements or  governmental  restrictions
relating  to  pollution and the protection of the environment  or
the  release  of  any  materials into the environment,  including
those  related  to hazardous substances or wastes, air  emissions
and discharges to waste or public systems.

     "Environmental Liability" means any liability, contingent or
otherwise  (including  any  liability  for  damages,   costs   of
environmental  remediation, fines, penalties or indemnities),  of
the  Company,  any  other Loan Party or any of  their  respective
Subsidiaries directly or indirectly resulting from or based  upon
(a)  violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal  of  any
Hazardous Materials, (c) exposure to any Hazardous Materials, (d)
the release or threatened release of any Hazardous Materials into
the   environment  or  (e)  any  contract,  agreement  or   other
consensual arrangement pursuant to which liability is assumed  or
imposed with respect to any of the foregoing.

<PAGE> 12


     "Equity Interests" means, with respect to any Person, all of
the  shares  of  capital stock of (or other ownership  or  profit
interests in) such Person, all of the warrants, options or  other
rights for the purchase or acquisition from such Person of shares
of  capital stock of (or other ownership or profit interests  in)
such   Person,  all  of  the  securities  convertible   into   or
exchangeable  for shares of capital stock of (or other  ownership
or  profit  interests  in) such Person  or  warrants,  rights  or
options for the purchase or acquisition from such Person of  such
shares  (or such other interests), and all of the other ownership
or profit interests in such Person (including partnership, member
or  trust  interests therein), whether voting or  nonvoting,  and
whether  or not such shares, warrants, options, rights  or  other
interests are outstanding on any date of determination.

     "ERISA" means the Employee Retirement Income Security Act of
1974.

     "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).

     "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  cessation  of
operations  that  is treated as such a withdrawal  under  Section
4062(e)  of  ERISA; (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
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 constitutes 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
for  PBGC premiums due but not delinquent under Section  4007  of
ERISA, upon the Company or any ERISA Affiliate.

     "Euro"   and   "EUR"  mean  the  lawful  currency   of   the
Participating Member States introduced in accordance with the EMU
Legislation.

     "Eurocurrency  Rate"  means, for any  Interest  Period  with
respect to a Eurocurrency Rate Loan, the rate per annum equal  to
the  British  Bankers Association LIBOR Rate  ("BBA  LIBOR"),  as
published  by  Reuters  (or other commercially  available  source
providing   quotations  of  BBA  LIBOR  as  designated   by   the
Administrative  Agent from time to time) at  approximately  11:00
a.m., London time, two Business Days prior to the commencement of
such  Interest Period, for deposits in the relevant currency (for
delivery  on the first day of such Interest Period) with  a  term
equivalent  to  such  Interest  Period.   If  such  rate  is  not
available  at  such  time for any reason, then the  "Eurocurrency
Rate"  for  such  Interest Period shall be  the  rate  per  annum
determined  by the Administrative Agent to be the rate  at  which
deposits  in the relevant currency for delivery on the first  day
of  such  Interest  Period in Same Day Funds in  the  approximate
amount  of  the Eurocurrency Rate Loan being made,  continued  or
converted by Bank of America and with a term equivalent  to  such
Interest  Period  would be offered by Bank  of  America's  London
Branch  (or other Bank of America branch or Affiliate)  to  major
banks  in the London or other offshore

<PAGE> 13

interbank  market  for  such  currency  at   their   request   at
approximately 11:00  a.m.  (London time) two Business Days  prior
to  the  commencement  of  such Interest Period.

     "Eurocurrency Rate Loan" means a Committed Loan  that  bears
interest  at a rate based on the Eurocurrency Rate.  Eurocurrency
Rate  Loans  may  be denominated in Dollars or in an  Alternative
Currency.   All  Committed Loans denominated  in  an  Alternative
Currency must be Eurocurrency Rate Loans.

     "Event  of  Default"  has the meaning specified  in  Section
8.01.

     "Excluded   Assets"  has  the  meaning  specified   in   the
definition of "Excluded Transaction".

     "Excluded Transaction" has the meaning specified in Schedule
1.01(b).

     "Excluded  Taxes" means, with respect to the  Administrative
Agent,  any Lender, the L/C Issuer or any other recipient of  any
payment  to  be  made by or on account of any obligation  of  any
Borrower  hereunder,  (a) taxes imposed on  or  measured  by  its
overall  net  income (however denominated), and  franchise  taxes
imposed  on it (in lieu of net income taxes), by the jurisdiction
(or  any  political subdivision thereof) under the Laws of  which
such  recipient is organized or in which its principal office  is
located  or,  in the case of any Lender, in which its  applicable
Lending  Office is located, (b) any branch profits taxes  imposed
by  the  United States or any similar tax imposed  by  any  other
jurisdiction  in which such Borrower is located, (c)  any  backup
withholding tax that is required by the Code to be withheld  from
amounts payable to a Lender that has failed to comply with clause
(A)  of  Section 3.01(e)(ii), and (d) , in the case of a  Foreign
Lender  (other  than an assignee pursuant to  a  request  by  the
Company  under Section 10.13), any United States withholding  tax
that  (i)  is required to be imposed on amounts payable  to  such
Foreign  Lender pursuant to the Laws in force at  the  time  such
Foreign  Lender  becomes  a party hereto  (or  designates  a  new
Lending  Office) or (ii) is attributable to such Foreign Lender's
failure or inability (other than as a result of a Change in  Law)
to  comply with clause (B) of Section 3.01(e)(ii), except to  the
extent  that  such Foreign Lender (or its assignor, if  any)  was
entitled, at the time of designation of a new Lending Office  (or
assignment),  to  receive additional amounts from  such  Borrower
with   respect  to  such  withholding  tax  pursuant  to  Section
3.01(a)(i)  or  (ii).  Notwithstanding anything to  the  contrary
contained in this definition, "Excluded Taxes" shall not  include
any withholding tax imposed at any time on payments made by or on
behalf of a Foreign Obligor to any Lender hereunder or under  any
other  Loan  Document,  provided  that  such  Lender  shall  have
complied with Section 3.01(e)(i).

     "Existing  Five-Year  Credit  Agreement"  has  the   meaning
specified in the Preliminary Statements hereto.

     "Existing   Lender"  has  the  meaning  specified   in   the
Preliminary Statements hereto.

     "Existing  Letters of Credit" has the meaning  specified  in
Section1.01(b) hereto.

     "Federal Funds Rate" means, for any day, the rate per  annum
equal  to the weighted average of the rates on overnight  Federal
funds  transactions  with members of the Federal  Reserve  System
arranged  by  Federal funds brokers on such day, as published  by
the  Federal  Reserve Bank of New York on the Business  Day  next
succeeding  such  day; provided that (a) if

<PAGE> 14

such  day  is not a Business Day, the Federal Funds Rate for such
day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day,
and (b) if  no such  rate is so published on such next succeeding
Business Day,  the  Federal  Funds Rate for such day shall be the
average  rate (rounded  upward, if necessary, to a whole multiple
of 1/100 of  1%)  charged  to Bank of America on such day on such
transactions as determined by the Administrative Agent.

     "Fee Letter" means the letter agreement, dated June 3, 2008,
among the Company, the Administrative Agent and BAS.

     "Foreign  Lender" means, with respect to any  Borrower,  any
Lender  that is organized under the Laws of a jurisdiction  other
than  that  in  which such Borrower is resident for tax  purposes
(including such a Lender when acting in the capacity of  the  L/C
Issuer).   For  purposes of this definition, the  United  States,
each  State thereof and the District of Columbia shall be  deemed
to constitute a single jurisdiction.

     "Foreign  Obligor"  means a Loan Party  that  is  a  Foreign
Subsidiary.

     "Foreign  Subsidiary" means any Subsidiary that is organized
under the laws of a jurisdiction other than the United States,  a
State thereof or the District of Columbia.

     "FRB"  means  the Board of Governors of the Federal  Reserve
System of the United States.

     "Fund"  means any Person (other than a natural person)  that
is  (or  will  be)  engaged  in making,  purchasing,  holding  or
otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business activities.

     "GAAP" means generally accepted accounting principles in the
United States set forth 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 such other principles
as  may  be  approved by a significant segment of the  accounting
profession  in  the  United States, that are  applicable  to  the
circumstances  as  of  the  date of  determination,  consistently
applied.

     "Governmental Authority" means the government of the  United
States  or  any  other  nation, or of any  political  subdivision
thereof,  whether  state  or local, and  any  agency,  authority,
instrumentality, regulatory body, court, central  bank  or  other
entity   exercising  executive,  legislative,  judicial,  taxing,
regulatory or administrative powers or functions of or pertaining
to  government (including any supra-national bodies such  as  the
European Union or the European Central Bank).

     "Guarantee"  means,  as to any Person, any  (a)  obligation,
contingent  or otherwise, of such Person guaranteeing  or  having
the  economic  effect of guaranteeing any Indebtedness  or  other
obligation payable or performable by another Person (the "primary
obligor")  in  any  manner, whether directly or  indirectly,  and
including any obligation of such Person, direct or indirect,  (i)
to  purchase or pay (or advance or supply funds for the  purchase
or  payment  of) such Indebtedness or other obligation,  (ii)  to
purchase  or  lease  property, securities  or  services  for  the
purpose  of  assuring the obligee in respect of such Indebtedness
or  other  obligation  of  the payment  or  performance  of  such
Indebtedness  or  other  obligation, (iii)  to  maintain  working
capital,   equity  capital  or  any  other  financial   statement
condition  or liquidity or level of income or cash  flow  of  the
primary  obligor so as to enable the primary obligor to pay  such
Indebtedness  or other obligation, or (iv) entered into  for  the

<PAGE> 15

purpose of assuring in any other manner the obligee in respect of
such   Indebtedness  or  other  obligation  of  the  payment   or
performance  thereof or to protect such obligee against  loss  in
respect thereof (in whole or in part), or (b) Lien on any  assets
of  such Person securing any Indebtedness or other obligation  of
any  other  Person,  whether or not such  Indebtedness  or  other
obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any  such
Lien);  provided, that "Guarantee" shall not include  obligations
relating  to  the  endorsement  of  checks  or  other  items  for
collection in the ordinary course of business.  The amount of any
Guarantee shall be deemed to be an amount equal to the stated  or
determinable amount of the related primary obligation, or portion
thereof,  in respect of which such Guarantee is made or,  if  not
stated   or  determinable,  the  maximum  reasonably  anticipated
liability  in  respect thereof as determined by the  guaranteeing
Person  in  good faith.  The term "Guarantee" as  a  verb  has  a
corresponding meaning.

     "Hazardous  Materials"  means all explosive  or  radioactive
substances  or  wastes  and all hazardous  or  toxic  substances,
wastes  or  other  pollutants, including petroleum  or  petroleum
distillates,    asbestos   or   asbestos-containing    materials,
polychlorinated  biphenyls,  radon  gas,  infectious  or  medical
wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

     "Indebtedness" means, as to any Person at a particular time,
without  duplication,  all  of  the  following,  whether  or  not
included as indebtedness or liabilities in accordance with GAAP:

          (a)  all  obligations of such Person for borrowed money
     and  all  obligations  of  such  Person  evidenced by bonds,
     debentures,  notes,   loan   agreements   or  other  similar
     instruments;

          (b)  all  direct  or  contingent  obligations  of  such
     Person arising  under  letters  of credit (including standby
     and commercial),  bankers'  acceptances,  bank   guaranties,
     surety bonds and similar instruments;

          (c)  net  obligations  of  such  Person  under any Swap
     Contract;

          (d)  all obligations of such Person to pay the deferred
     purchase  price  of  property  or services (other than trade
     accounts payable in  the ordinary course of business and, in
     each case, not past due for more than 60 days and other than
     accrued expenses in the ordinary course of business);

          (e)  indebtedness  (excluding prepaid interest thereon)
     secured by  a  Lien  on property owned or being purchased by
     such   Person    (including   indebtedness   arising   under
     conditional  sales  or  other  title  retention agreements),
     whether or not such indebtedness shall  have been assumed by
     such Person or is limited in recourse;

<PAGE> 16

          (f)  capital  leases, Synthetic  Lease  Obligations and
     other Off-Balance Sheet Liabilities;

          (g)  all  obligations  of  such  Person  to   purchase,
     redeem, retire,  defease  or  otherwise  make any payment in
     respect of any Equity  Interest  in such Person or any other
     Person, valued, in  the  case  of  a  redeemable   preferred
     interest,  at  the  greater  of its voluntary or involuntary
     liquidation  preference  plus  accrued and unpaid dividends;
     and

          (h)  all Guarantees of such Person in respect of any of
     the foregoing.

     For  all  purposes hereof, the Indebtedness  of  any  Person
shall  include  the  Indebtedness of  any  partnership  or  joint
venture  (other than a joint venture that is itself a corporation
or  limited liability company) in which such Person is a  general
partner  or  a joint venturer, unless such Indebtedness  is  non-
recourse to such Person.  The amount of any net obligation  under
any  Swap  Contract on any date shall be deemed to  be  the  Swap
Termination  Value thereof as of such date.  The  amount  of  any
capital  lease,  Synthetic Lease Obligation or other  Off-Balance
Sheet  Liability as of any date shall be deemed to be the  amount
of Attributable Indebtedness in respect thereof as of such date.

     Notwithstanding the foregoing, obligations of the Company or
its   Subsidiaries  under  or  with  respect  to   the   Excluded
Transaction that are not obligations for borrowed money shall not
constitute Indebtedness for purposes of this Agreement.

     "Indemnified Taxes" means Taxes other than Excluded Taxes.

     "Indemnitees" has the meaning specified in Section 10.04(b).

     "Information" has the meaning specified in Section 10.07.

     "Intangible Assets" means assets that are considered  to  be
intangible assets under GAAP, including customer lists, goodwill,
computer  software, copyrights, trade names, trademarks, patents,
franchises, licenses, unamortized deferred charges (but excluding
any  deferred  taxes), unamortized debt discount and  capitalized
research and development costs.

     "Interest Payment Date" means, (a) as to any Loan other than
a Base Rate Loan, the last day of each Interest Period applicable
to  such  Loan and the Maturity Date; provided, however, that  if
any  Interest  Period for a Eurocurrency Rate Loan exceeds  three
months,  the respective dates that fall every three months  after
the  beginning  of  such Interest Period shall also  be  Interest
Payment  Dates;  and (b) as to any Base Rate  Loan  (including  a
Swing  Line  Loan),  the last Business Day of each  March,  June,
September and December and the Maturity Date.

     "Interest Period" means, as to each Eurocurrency Rate  Loan,
the period commencing on the date such Eurocurrency Rate Loan  is
disbursed  or  converted to or continued as a  Eurocurrency  Rate
Loan  and  ending  on  the date one, two,  three  or  six  months
thereafter,  as  selected by the Company in  its  Committed  Loan
Notice  or  such  other  period that is  twelve  months  or  less
requested  by  the Company and consented to by all  the  Lenders;
provided that:

<PAGE> 17


          (i)  any Interest Period that would otherwise end on  a
     day that is not a Business Day shall be extended to the next
     succeeding  Business Day unless such Business Day  falls  in
     another  calendar month, in which case such Interest  Period
     shall end on the next preceding Business Day;

          (ii)  any  Interest  Period 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 shall extend beyond  the
     Maturity Date.

     "Investment" means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a)
the  purchase  or  other acquisition of capital  stock  or  other
securities  of  another Person, (b) a loan,  advance  or  capital
contribution to, Guarantee or assumption of debt of, or  purchase
or other acquisition of any other debt or equity participation or
interest  in, another Person, including any partnership or  joint
venture  interest  in  such  other  Person  and  any  arrangement
pursuant  to which the investor Guarantees Indebtedness  of  such
other  Person, or (c) the purchase or other acquisition  (in  one
transaction  or  a series of transactions) of assets  of  another
Person that constitute a business unit.  For purposes of covenant
compliance,  the  amount of any Investment shall  be  the  amount
actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment.

     "IP Rights" has the meaning specified in Section 5.17.

     "IRS" means the United States Internal Revenue Service.

     "ISP"  means,  with  respect to any Letter  of  Credit,  the
"International Standby Practices 1998" published by the Institute
of  International  Banking Law & Practice, Inc.  (or  such  later
version thereof as may be in effect at the time of issuance).

     "Issuer  Documents"  means with respect  to  any  Letter  of
Credit, the Letter of Credit Application, and any other document,
agreement and instrument entered into by the L/C Issuer  and  the
Company  (or  any Subsidiary) or in favor of the L/C  Issuer  and
relating to such Letter of Credit.

     "Laws"  means,  collectively,  all  international,  foreign,
Federal,  state and local statutes, treaties, rules,  guidelines,
regulations,  ordinances,  codes and administrative  or  judicial
precedents  or  authorities,  including  the  interpretation   or
administration thereof by any Governmental Authority charged with
the  enforcement, interpretation or administration  thereof,  and
all  applicable administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any
Governmental  Authority, in each case whether or not  having  the
force of law.

     "L/C  Advance"  means,  with respect to  each  Lender,  such
Lender's  funding  of its participation in any L/C  Borrowing  in
accordance  with  its Applicable Percentage.   All  L/C  Advances
shall be denominated in Dollars.

<PAGE> 18


     "L/C  Borrowing" means an extension of credit resulting from
a  drawing  under  any  Letter  of  Credit  which  has  not  been
reimbursed  on  the date when made or refinanced as  a  Committed
Borrowing. All L/C Borrowings shall be denominated in Dollars.

     "L/C Credit Extension" means, with respect to any Letter  of
Credit,  the  issuance thereof or extension of  the  expiry  date
thereof, or the increase of the amount thereof.

     "L/C  Issuer" means (a) Bank of America in its  capacity  as
issuer of Letters of Credit hereunder, (b) Bank of Nova Scotia in
its  capacity  as  issuer  of Letters of  Credit  hereunder,  (c)
CoBank,  ACB  in  its  capacity as issuer of  Letters  of  Credit
hereunder,  (d)  The Bank of New York Mellon in its  capacity  as
issuer  of Letters of Credit hereunder, (e) SunTrust Bank in  its
capacity  as issuer of Letters of Credit hereunder, and  (f)  any
successor issuer(s) of Letters of Credit hereunder.  All singular
references  to  the L/C Issuer shall mean any L/C Issuer,  either
L/C  Issuer, the L/C Issuer that has issued the applicable Letter
of Credit, or all L/C Issuers, as the context may require.

     "L/C  Obligations"  means, as at any date of  determination,
the  aggregate amount available to be drawn under all outstanding
Letters of Credit plus the aggregate of all Unreimbursed Amounts,
including  all  L/C Borrowings.  For purposes  of  computing  the
amount  available  to be drawn under any Letter  of  Credit,  the
amount of such Letter of Credit shall be determined in accordance
with Section 1.10.  For all purposes of this Agreement, if on any
date of determination a Letter of Credit has expired by its terms
but  any  amount may still be drawn thereunder by reason  of  the
operation of Rule 3.14 of the ISP, such Letter of Credit shall be
deemed  to  be "outstanding" in the amount so remaining available
to be drawn.

     "Lender"  has  the  meaning specified  in  the  introductory
paragraph hereto and, as the context requires, includes the Swing
Line Lender and each L/C Issuer.

     "Lending  Office"  means, as to any Lender,  the  office  or
offices  of  such  Lender  described as  such  in  such  Lender's
Administrative Questionnaire, or such other office or offices  as
a  Lender  may  from  time to time notify  the  Company  and  the
Administrative Agent.

     "Letter  of  Credit"  means  any  letter  of  credit  issued
hereunder  and shall include the Existing Letters of  Credit.   A
Letter  of  Credit  may be a commercial letter  of  credit  or  a
standby  letter of credit.  Letters of Credit may  be  issued  in
Dollars or in an Alternative Currency.

     "Letter  of  Credit  Application" means an  application  and
agreement for the issuance or amendment of a Letter of Credit  in
the form from time to time in use by the L/C Issuer.

     "Letter  of  Credit Expiration Date" means the day  that  is
seven days prior to the Maturity Date then in effect (or, if such
day is not a Business Day, the next preceding Business Day).

     "Letter  of Credit Fee" has the meaning specified in Section
2.03(i).

     "Letter  of  Credit  Sublimit"  means  an  amount  equal  to
$100,000,000.  The Letter of Credit Sublimit is part of, and  not
in addition to, the Aggregate Commitments.

<PAGE> 19


     "Lien"    means   any   mortgage,   pledge,   hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory  or
other),   charge,  or  preference,  priority  or  other  security
interest  or preferential arrangement in the nature of a security
interest  of  any  kind  or  nature  whatsoever  (including   any
conditional   sale  or  other  title  retention  agreement,   any
easement,  right  of way or other encumbrance on  title  to  real
property, and any financing lease having substantially  the  same
economic effect as any of the foregoing).

     "Loan"  means  an  extension of credit  by  a  Lender  to  a
Borrower  under Article II in the form of a Committed Loan  or  a
Swing Line Loan.

     "Loan  Documents"  means  this  Agreement,  each  Designated
Borrower Request and Assumption Agreement, each Note, each Issuer
Document and the Fee Letter.

     "Loan  Parties"  means, collectively, the Company  and  each
Designated Borrower.

     "Mandatory  Cost"  means, with respect to  any  period,  the
percentage rate per annum determined in accordance with  Schedule
1.01.

     "Material  Adverse  Effect" means  (a)  a  material  adverse
change  in,  or  a material adverse effect upon, the  operations,
business,   properties,  liabilities  (actual   or   contingent),
condition (financial or otherwise) or prospects of the Company or
the  Company and its Subsidiaries and Consolidated Entities taken
as  a whole; (b) a material impairment of the ability of any Loan
Party to perform its obligations under any Loan Document to which
it  is  a  party;  or  (c)  a material adverse  effect  upon  the
legality, validity, binding effect or enforceability against  any
Loan Party of any Loan Document to which it is a party.

     "Material Subsidiary" means a Subsidiary that,

          (a)  at any time during the then current fiscal year or
     the  two   then  preceding  fiscal  years  of  the  Company,
     constituted  more  than  three  percent (3%) of consolidated
     total assets (as shown on the Company's consolidated balance
     sheet) or Shareholders' Equity; or

          (b)  accounted  for more than three percent (3%) of the
     revenues  of the Company and its Subsidiaries, determined on
     a consolidated  basis,  in respect of any one or more of the
     then preceding twelve (12) fiscal quarters of the Company.

          For  purposes of this definition, a Designated Borrower
          shall   be   deemed  to  be  a  "Material   Subsidiary"
          hereunder.

     "Maturity Date" means July 10, 2013.

     "Multiemployer Plan" means any employee benefit plan of  the
type  described  in  Section 4001(a)(3) of ERISA,  to  which  the
Company  or  any  ERISA Affiliate makes or is obligated  to  make
contributions, or during the preceding five plan years, has  made
or been obligated to make contributions.

<PAGE> 20

     "Net  Cash Proceeds" means, with respect to the sale of  any
asset by the Company or any Subsidiary, the remainder, if any, of
(a)  the  sum of cash and cash equivalents received in connection
with  such  sale (including any cash received by way of  deferred
payment pursuant to, or by monetization of, a note receivable  or
otherwise, but only as and when so received) minus (b) the sum of
(i)  the principal amount of any Indebtedness that is secured  by
such  asset and that is required to be repaid in connection  with
the sale thereof, (ii) the out-of-pocket expenses incurred by the
Company or any Subsidiary in connection with such sale and  (iii)
income  taxes reasonably estimated to be actually payable  within
two  years of the date of the relevant asset sale as a result  of
any gain recognized in connection therewith.

     "Non-Material Subsidiary" means any Subsidiary that is not a
Material Subsidiary.

     "Note"  means a promissory note made by a Borrower in  favor
of  a  Lender  evidencing  Loans made  by  such  Lender  to  such
Borrower, substantially in the form of Exhibit C.

     "Obligations" means all advances to, and debts, liabilities,
obligations,  covenants  and duties of, any  Loan  Party  arising
under any Loan Document or otherwise with respect to any Loan  or
Letter  of  Credit, whether direct or indirect  (including  those
acquired by assumption), absolute or contingent, due or to become
due, now existing or hereafter arising and including interest and
fees  that accrue after the commencement by or against  any  Loan
Party or any Affiliate thereof of any proceeding under any Debtor
Relief  Laws naming such Person as the debtor in such proceeding,
regardless  of whether such interest and fees are allowed  claims
in such proceeding.

     "Off-Balance Sheet Liabilities" means, with respect  to  any
Person   as  of  any  date  of  determination  thereof,   without
duplication and to the extent not included as a liability on  the
consolidated balance sheet of such Person and its Subsidiaries in
accordance   with   GAAP:  (a)  with   respect   to   any   asset
securitization  transaction (including  any  accounts  receivable
purchase  facility), the unrecovered investment of purchasers  or
transferees of assets so transferred and the principal amount  of
any   recourse,  repurchase  or  debt  obligations  incurred   in
connection therewith; and (b) the monetary obligations under  any
financing lease or so-called "synthetic," tax retention  or  off-
balance  sheet  lease transaction which, upon the application  of
any  Debtor Relief Law to such Person or any of its Subsidiaries,
would be characterized as indebtedness.

     "Organization  Documents" means, (a)  with  respect  to  any
corporation, the certificate or articles of incorporation and the
bylaws  (or equivalent or comparable constitutive documents  with
respect  to any non-U.S. jurisdiction); (b) with respect  to  any
limited  liability  company,  the  certificate  or  articles   of
formation or organization and operating agreement; and  (c)  with
respect to any partnership, joint venture, trust or other form of
business   entity,  the  partnership,  joint  venture  or   other
applicable  agreement  of  formation  or  organization  and   any
agreement,  instrument,  filing or notice  with  respect  thereto
filed  in connection with its formation or organization with  the
applicable  Governmental  Authority in the  jurisdiction  of  its
formation or organization and, if applicable, any certificate  or
articles of formation or organization of such entity.

     "Other   Taxes"  means  all  present  or  future  stamp   or
documentary taxes or any other excise or property taxes,  charges
or  similar  levies  arising from any payment made  hereunder  or

<PAGE> 21

under any other Loan Document or from the execution, delivery  or
enforcement  of, or otherwise with respect to, this Agreement  or
any other Loan Document.

     "Outstanding  Amount"  means (a) with respect  to  Committed
Loans  on any date, the Dollar Equivalent amount of the aggregate
outstanding principal amount thereof after giving effect  to  any
borrowings and prepayments or repayments of such Committed  Loans
occurring on such date; (b) with respect to Swing Line  Loans  on
any  date,  the  aggregate outstanding principal  amount  thereof
after  giving  effect  to  any  borrowings  and  prepayments   or
repayments of such Swing Line Loans occurring on such  date;  and
(c)  with respect to any L/C Obligations on any date, the  Dollar
Equivalent amount of the aggregate outstanding amount of such L/C
Obligations  on such date after giving effect to any  L/C  Credit
Extension  occurring on such date and any other  changes  in  the
aggregate  amount  of  the  L/C  Obligations  as  of  such  date,
including  as  a result of any reimbursements by the  Company  of
Unreimbursed Amounts.

     "Overnight Rate" means, for any day, (a) with respect to any
amount  denominated in Dollars, the greater of  (i)  the  Federal
Funds  Rate  and  (ii)  an  overnight  rate  determined  by   the
Administrative Agent, the L/C Issuer, or the Swing  Line  Lender,
as  the case may be, in accordance with banking industry rules on
interbank  compensation,  and (b)  with  respect  to  any  amount
denominated in an Alternative Currency, the rate of interest  per
annum  at  which overnight deposits in the applicable Alternative
Currency,  in  an amount approximately equal to the  amount  with
respect  to which such rate is being determined, would be offered
for  such day by a branch or Affiliate of Bank of America in  the
applicable offshore interbank market for such currency  to  major
banks in such interbank market.

     "Participant" has the meaning specified in Section 10.06(d).

     "Participating Member State" means each state  so  described
in any EMU Legislation.

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Pension Plan" means any "employee pension benefit plan" (as
such  term  is  defined in Section 3(2) of ERISA), other  than  a
Multiemployer Plan, that is subject to Title IV of ERISA  and  is
sponsored or maintained by the Company or any ERISA Affiliate  or
to which the Company or any ERISA Affiliate contributes or has an
obligation  to contribute, or in the case of a multiple  employer
or  other  plan described in Section 4064(a) of ERISA,  has  made
contributions  at any time during the immediately preceding  five
plan years.

     "Permitted  Lines  of  Business" means (a)  meat  (including
chicken,  turkey,  beef,  lamb and  pork),  poultry  and  seafood
production  and processing, (b) ocean transportation and  related
ground transportation and support, (c) animal feed production and
processing, (d) flour and feed milling, (e) power production, (f)
commodity  merchandising, (g) baking, (h) citrus  production  and
processing,  (i)  sugar  production  and  processing,   (j)   the
production   and   marketing  of  alternative   energy   products
(including  bio-diesel and ethanol) and (k) the holding  of  cash
and  investments  held  for future use by  the  Company  and  its
Subsidiaries   in  connection  with  any  of  the  aforementioned
Permitted Lines of Business.

<PAGE> 22


     "Person"  means  any  natural person,  corporation,  limited
liability  company,  trust, joint venture, association,  company,
partnership, Governmental Authority or other entity.

     "Plan"  means any "employee benefit plan" (as such  term  is
defined in Section 3(3) of ERISA) established by the Company  or,
with  respect to any such plan that is subject to Section 412  of
the Code or Title IV of ERISA, any ERISA Affiliate.

     "Platform" has the meaning specified in Section 6.02.

     "Priority   Indebtedness"  means,  as   of   any   date   of
determination,  the  sum  (without  duplication)   of   (a)   all
Indebtedness of the Company secured by Liens permitted by Section
7.01(n),  plus (b) all Indebtedness of Subsidiaries permitted  by
Sections 7.03(c) and (j).

     "Public Lender" has the meaning specified in Section 6.02.

    "Purchase  Money  Liens"  means Liens  securing  Indebtedness
(including  renewals,  extensions and  refinancings  thereof)  in
respect  of  capital  leases,  Synthetic  Lease  Obligations  and
purchase  money obligations for fixed or capital assets; provided
in each case, that (a) such Liens do not at any time encumber any
property  other than the property financed by such  Indebtedness,
(b) the Indebtedness secured thereby does not exceed the cost  or
fair  market  value,  whichever is lower, of the  property  being
acquired  on  the date of acquisition, (c) such  Lien  shall  not
extend  to or cover any property other than property acquired  or
constructed  after  the Closing Date with  the  proceeds  of  the
Indebtedness  secured thereby, and shall not secure  Indebtedness
other  than  such  Indebtedness,  (d)  such  property  is  either
expansionary in nature and thus not intended to replace  existing
assets of the company, or replaces formerly leased property,  and
(e)   if  the  Indebtedness  secured  thereby  is  owing  to  any
Subsidiary,  the  property being financed thereby  has  not  been
previously owned by the Company or any Subsidiary.

     "Qualifying   Lender"  shall  mean   a   Lender   which   is
beneficially  entitled  to interest payable  to  that  Lender  in
respect of an advance under a Loan Document and is:

          (a)  a Lender:  (i) which is a bank (as defined for the
     purpose  of section 349 of the Taxes Act) making an  advance
     under a Loan Document; or (ii) in respect of an advance made
     under  a  Loan  Document by a person that  was  a  bank  (as
     defined for the purpose of section 349 of the Taxes Act)  at
     the time that that advance was made, and which is within the
     charge  to  United Kingdom corporation tax as  respects  any
     payments of interest made in respect of that advance; or

          (b)   a Lender which is  (i) a company resident in  the
     United  Kingdom  for United Kingdom tax  purposes;  (ii)   a
     partnership  each  member of which is:  (aa)  a  company  so
     resident  in the United Kingdom; or (bb)  a company  not  so
     resident  in the United Kingdom which carries on a trade  in
     the  United  Kingdom through a permanent  establishment  and
     which  brings  into  account  in  computing  its  chargeable
     profits (for the purposes of section 11(2) of the Taxes Act)
     the  whole  of any share of interest payable in  respect  of
     that advance that falls to it by reason of sections 114  and
     115 of the Taxes Act; (iii) a company not so resident in the
     United  Kingdom  which  carries on a  trade  in  the  United
     Kingdom  through a permanent establishment and which  brings
     into account

<PAGE> 23

     interest payable in respect of that advance in computing the
     chargeable profits (for the purposes of section 11(2) of the
     Taxes Act) of the company; or;

          (c)  a Treaty Lender.

     "Rand"  means the lawful currency of the Republic  of  South
Africa.

     "Register" has the meaning specified in Section 10.06(c).

     "Related  Parties" means, with respect to any  Person,  such
Person's   Affiliates  and  the  partners,  directors,  officers,
employees,  agents  and  advisors of  such  Person  and  of  such
Person's Affiliates.

     "Reportable  Event"  means any of the events  set  forth  in
Section 4043(c) of ERISA, other than events for which the 30  day
notice period has been waived.

     "Request for Credit Extension" means (a) with respect  to  a
Borrowing,  conversion  or continuation  of  Committed  Loans,  a
Committed  Loan  Notice,  (b)  with  respect  to  an  L/C  Credit
Extension,  a Letter of Credit Application, and (c) with  respect
to a Swing Line Loan, a Swing Line Loan Notice.

     "Required  Lenders" means, as of any date of  determination,
Lenders having more than 50% of the Aggregate Commitments or,  if
the commitment of each Lender to make Loans and the obligation of
the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant  to Section 8.02, Lenders holding in the aggregate  more
than 50% of the Total Outstandings (with the aggregate amount  of
each Lender's risk participation and funded participation in  L/C
Obligations  and  Swing Line Loans being deemed  "held"  by  such
Lender  for  purposes  of  this definition);  provided  that  the
Commitment of, and the portion of the Total Outstandings held  or
deemed  held  by,  any Defaulting Lender shall  be  excluded  for
purposes of making a determination of Required Lenders.

     "Responsible  Officer"  means the chief  executive  officer,
president,  chief  financial  officer,  treasurer  or   assistant
treasurer  or  any vice president of a Loan Party.  Any  document
delivered hereunder that is signed by a Responsible Officer of  a
Loan Party shall be conclusively presumed to have been authorized
by  all  necessary corporate, partnership and/or other action  on
the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party.

     "Restricted   Payment"   means   any   dividend   or   other
distribution (whether in cash, securities or other property) with
respect  to  any  capital stock or other Equity Interest  of  the
Company  or  any  Subsidiary, or any payment  (whether  in  cash,
securities  or  other property), including any  sinking  fund  or
similar   deposit,  on  account  of  the  purchase,   redemption,
retirement, acquisition, cancellation or termination of any  such
capital  stock  or other Equity Interest, or on  account  of  any
return  of  capital  to the Company's stockholders,  partners  or
members (or the equivalent Person thereof).

     "Revaluation Date" means (a) with respect to any Loan,  each
of the following:  (i) each date of a Borrowing of a Eurocurrency
Rate  Loan denominated in an Alternative Currency, (ii)

<PAGE> 24

each  date  of  a  continuation  of  a  Eurocurrency  Rate   Loan
denominated in an Alternative  Currency pursuant to Section 2.02,
and (iii) such additional dates as the Administrative Agent shall
determine  or  the  Required  Lenders shall require; and (b) with
respect to  any Letter  of  Credit,  each of the following:   (i)
each date of issuance  of  a  Letter of Credit denominated in  an
Alternative Currency,  (ii) each date of an amendment of any such
Letter of  Credit  having  the effect of increasing or decreasing
the amount thereof  (solely  with  respect to  the  increased  or
decreased  amount),  (iii)  each  date of any  payment by the L/C
Issuer under  any  Letter of Credit denominated in an Alternative
Currency, and  (iv)  such  additional dates as the Administrative
Agent or the L/C  Issuer  shall determine or the Required Lenders
shall require.

     "Same Day Funds" means (a) with respect to disbursements and
payments  in Dollars, immediately available funds, and  (b)  with
respect to disbursements and payments in an Alternative Currency,
same   day   or  other  funds  as  may  be  determined   by   the
Administrative Agent or the L/C Issuer, as the case may be, to be
customary  in  the  place  of disbursement  or  payment  for  the
settlement of international banking transactions in the  relevant
Alternative Currency.

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

     "Seaboard  Flour"  means  Seaboard  Flour  LLC,  a  Delaware
limited liability company.

     "Senior  Note Agreements" means the Note Purchase Agreements
dated  as  of  September  30, 2002, among  the  Company  and  the
purchasers of the Senior Notes.

     "Senior Notes" means, collectively, the Company's (a)  5.80%
Senior  Notes,  Series A, due September 30, 2009,  issued  in  an
initial  aggregate  principal amount of  $32,500,000,  (b)  6.21%
Senior  Notes,  Series B, due September 30, 2009,  issued  in  an
initial  aggregate  principal amount of  $38,000,000,  (c)  6.21%
Senior  Notes,  Series C, due September 30, 2012,  issued  in  an
initial  aggregate principal amount of $7,500,000, and (d)  6.92%
Senior  Notes,  Series D, due September 30, 2012,  issued  in  an
initial aggregate principal amount of $31,000,000.

     "Shareholders'   Equity"  means,   as   of   any   date   of
determination, consolidated shareholders' equity of  the  Company
and  its  Subsidiaries and Consolidated Entities as of that  date
determined in accordance with GAAP.

     "Special  Notice Currency" means at any time an  Alternative
Currency, other than the currency of a country that is  a  member
of  the Organization for Economic Cooperation and Development  at
such time located in North America or Europe.

     "Spot Rate" for a currency means the rate determined by  the
Administrative Agent or the L/C Issuer, as applicable, to be  the
rate  quoted  by the Person acting in such capacity as  the  spot
rate  for  the  purchase  by such Person of  such  currency  with
another  currency through its principal foreign exchange  trading
office at approximately 11:00 a.m. on the date two Business  Days
prior to the date as of which the foreign exchange computation is
made;  provided that the Administrative Agent or the  L/C  Issuer
may  obtain  such  spot  rate from another financial  institution
designated by the Administrative Agent or the L/C Issuer  if  the
Person  acting in such

<PAGE> 25

capacity does not have as of the  date  of determination  a  spot
buying rate for any  such  currency;  and provided  further  that
the L/C Issuer may  use  such  spot  rate quoted  on  the date as
of which the foreign exchange computation is made  in the case of
any Letter of Credit denominated  in  an Alternative Currency.

     "Subsidiary"  of a Person means a corporation,  partnership,
joint venture, limited liability company or other business entity
of  which  a  majority  of  the shares  of  securities  or  other
interests  having  ordinary  voting power  for  the  election  of
directors  or  other  governing body (other  than  securities  or
interests having such power only by reason of the happening of  a
contingency)  are at the time beneficially owned by such  Person.
Unless   otherwise  specified,  all  references   herein   to   a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary  or
Subsidiaries of the Company.

     "Swap   Contract"   means  (a)  any  and   all   rate   swap
transactions,   basis  swaps,  credit  derivative   transactions,
forward  rate  transactions, commodity swaps, commodity  options,
forward  commodity  contracts, equity or equity  index  swaps  or
options,  bond  or bond price or bond index swaps or  options  or
forward  bond  or  forward  bond  price  or  forward  bond  index
transactions,  interest  rate options, forward  foreign  exchange
transactions,   cap  transactions,  floor  transactions,   collar
transactions,  currency  swap transactions,  cross-currency  rate
swap transactions, currency options, spot contracts, or any other
similar  transactions or any combination of any of the  foregoing
(including  any  options  to enter into any  of  the  foregoing),
whether or not any such transaction is governed by or subject  to
any  master  agreement, and (b) any and all transactions  of  any
kind,  and  the related confirmations, which are subject  to  the
terms  and  conditions of, or governed by,  any  form  of  master
agreement  published by the International Swaps  and  Derivatives
Association,  Inc.,  any  International Foreign  Exchange  Master
Agreement,  or  any  other  master  agreement  (any  such  master
agreement,  together  with  any  related  schedules,  a   "Master
Agreement"), including any such obligations or liabilities  under
any Master Agreement.

     "Swap  Termination Value" means, in respect of  any  one  or
more Swap Contracts, after taking into account the effect of  any
legally  enforceable  netting agreement  relating  to  such  Swap
Contracts,  (a)  for  any date on or after  the  date  such  Swap
Contracts   have   been  closed  out  and  termination   value(s)
determined  in  accordance therewith, such termination  value(s),
and  (b) for any date prior to the date referenced in clause (a),
the  amount(s) determined as the mark-to-market value(s) for such
Swap  Contracts, as determined based upon one or more  mid-market
or  other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or  any
Affiliate of a Lender).

     "Swing  Line  Borrowing" means a borrowing of a  Swing  Line
Loan pursuant to Section 2.04.

     "Swing Line Lender" means Bank of America in its capacity as
provider of Swing Line Loans, or any successor swing line  lender
hereunder.

     "Swing  Line  Loan"  has the meaning  specified  in  Section
2.04(a).

     "Swing  Line  Loan Notice" means a notice of  a  Swing  Line
Borrowing  pursuant  to Section 2.04(b), which,  if  in  writing,
shall be substantially in the form of Exhibit B.

<PAGE> 26


     "Swing Line Sublimit" means an amount equal to the lesser of
(a)  $25,000,000  and (b) the Aggregate Commitments.   The  Swing
Line  Sublimit is part of, and not in addition to, the  Aggregate
Commitments.

     "Synthetic  Lease Obligation" means the monetary  obligation
of a Person under (a) a so-called synthetic, off-balance sheet or
tax  retention  lease,  or  (b)  an  agreement  for  the  use  or
possession of property creating obligations that do not appear on
the  balance sheet of such Person but which, upon the  insolvency
or  bankruptcy  of  such Person, would be  characterized  as  the
indebtedness  of  such  Person  (without  regard  to   accounting
treatment).

     "TARGET  Day"  means  any  day on which  the  Trans-European
Automated  Real-time Gross Settlement Express  Transfer  (TARGET)
payment  system  (or,  if  such  payment  system  ceases  to   be
operative, such other payment system (if any) determined  by  the
Administrative Agent to be a suitable replacement)  is  open  for
the settlement of payments in Euro.

     "Tax    Confirmation"   means   a   confirmation   by    the
Administrative Agent, any Lender or an L/C Issuer, as applicable,
that the person beneficially entitled to interest payable to that
Lender  in respect of an advance under a Loan Document is either:
(a)  a  company resident in the United Kingdom for United Kingdom
tax  purposes; (b) a partnership each member of which is:  (i)  a
company so resident in the United Kingdom; or (ii) a company  not
so resident in the United Kingdom which carries on a trade in the
United Kingdom through a permanent establishment and which brings
into  account  in  computing  its  chargeable  profits  (for  the
purposes  of  section 11(2) of the Taxes Act) the  whole  of  any
share  of interest payable in respect of that advance that  falls
to  it by reason of sections 114 and 115 of the Taxes Act; or (c)
a  company not so resident in the United Kingdom which carries on
a  trade  in the United Kingdom through a permanent establishment
and which brings into account interest payable in respect of that
advance in computing the chargeable profits (for the purposes  of
section 11(2) of the Taxes Act) of that company.

     "Tax Deduction" shall mean a deduction or withholding for or
on  account of Taxes from a payment under a Loan Document or Swap
Contract.

     "Taxes"  means all present or future taxes, levies, imposts,
duties,  deductions, withholdings (including backup withholding),
assessments,  fees or other charges imposed by  any  Governmental
Authority, including any interest, additions to tax or  penalties
applicable thereto.

     "Taxes Act" shall mean the Income and Corporation Taxes  Act
1988.

     "Total  Outstandings" means the aggregate Outstanding Amount
of all Loans and all L/C Obligations.

     "Treaty Lender" shall mean a Lender which (a) is treated  as
a  resident  of  a  Treaty State for the  purposes  of  a  double
taxation  agreement  (a  Treaty) and (b)  does  not  carry  on  a
business  in the United Kingdom through a permanent establishment
with which that Lender's participation in the Loan is effectively
connected.

<PAGE> 27


     "Treaty  State"  shall mean a jurisdiction having  a  double
taxation agreement (a Treaty) with the United Kingdom which makes
provision  for  full  exemption from tax imposed  by  the  United
Kingdom on interest.

     "Type"  means,  with  respect  to  a  Committed  Loan,   its
character as a Base Rate Loan or a Eurocurrency Rate 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 that Pension Plan's assets, determined
in  accordance with the assumptions used for funding the  Pension
Plan  pursuant to Section 412 of the Code for the applicable plan
year.

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

     "Unreimbursed Amount" has the meaning specified  in  Section
2.03(c)(i).

     "Yen" and "Y" mean the lawful currency of Japan.

     1.03  Other Interpretive Provisions.  With reference to this
Agreement   and  each  other  Loan  Document,  unless   otherwise
specified herein or in such other Loan Document:

          (a)   The  definitions  of  terms  herein  shall  apply
     equally  to  the  singular and plural  forms  of  the  terms
     defined.   Whenever  the context may  require,  any  pronoun
     shall  include  the  corresponding masculine,  feminine  and
     neuter   forms.    The  words  "include,"   "includes"   and
     "including"  shall be deemed to be followed  by  the  phrase
     "without limitation."  The word "will" shall be construed to
     have  the  same  meaning and effect  as  the  word  "shall."
     Unless the context requires otherwise, (i) any definition of
     or  reference to any agreement, instrument or other document
     (including any Organization Document) shall be construed  as
     referring to such agreement, instrument or other document as
     from   time  to  time  amended,  supplemented  or  otherwise
     modified  (subject to any restrictions on  such  amendments,
     supplements  or  modifications set forth herein  or  in  any
     other  Loan  Document),  (ii) any reference  herein  to  any
     Person   shall   be  construed  to  include  such   Person's
     successors  and assigns, (iii) the words "herein,"  "hereof"
     and  "hereunder," and words of similar import when  used  in
     any  Loan Document, shall be construed to refer to such Loan
     Document in its entirety and not to any particular provision
     thereof, (iv) all references in a Loan Document to Articles,
     Sections, Exhibits and Schedules shall be construed to refer
     to  Articles and Sections of, and Exhibits and Schedules to,
     the  Loan Document in which such references appear, (v)  any
     reference  to  any  law  shall  include  all  statutory  and
     regulatory provisions consolidating, amending, replacing  or
     interpreting  such  law  and any reference  to  any  law  or
     regulation shall, unless otherwise specified, refer to  such
     law  or regulation as amended, modified or supplemented from
     time  to  time,  and (vi) the words "asset"  and  "property"
     shall  be construed to have the same meaning and effect  and
     to  refer to any and all tangible and intangible assets  and
     properties,   including  cash,  securities,   accounts   and
     contract rights.

<PAGE> 28

          (b)   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."

          (c)   Section  headings herein and in  the  other  Loan
     Documents are included for convenience of reference only and
     shall not affect the interpretation of this Agreement or any
     other Loan Document.

     1.04 Accounting Matters. (a) Generally. All accounting terms
not  specifically or completely defined herein shall be construed
in  conformity with, and all financial data (including  financial
ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity  with,
GAAP  applied  on a consistent basis, as in effect from  time  to
time,  applied in a manner consistent with that used in preparing
the   Audited   Financial   Statements,   except   as   otherwise
specifically prescribed herein.

     (b)  Changes  in  GAAP.  If  at  any time any change in GAAP
would  affect  the  computation  of   any   financial   ratio  or
requirement set  forth  in  any  Loan  Document,  and either  the
Company  or  the  Required   Lenders   shall   so   request,  the
Administrative Agent, the Lenders and the Company shall negotiate
in good faith to amend  such ratio or requirement to preserve the
original intent thereof in  light of such change in GAAP (subject
to the approval of  the Required  Lenders);  provided that, until
so  amended,  (i) such ratio  or requirement shall continue to be
computed in accordance with GAAP prior to such change therein and
(ii) the Company shall provide  to  the  Administrative Agent and
the Lenders financial  statements  and  other documents  required
under this Agreement or as reasonably requested hereunder setting
forth  a  reconciliation  between  calculations  of such ratio or
requirement made before and after giving effect to such change in
GAAP.

     (c)  Accounting for Acquisitions and Dispositions. (i)  With
respect  to  any  Acquisition  having a Cost of Acquisition of at
least $50,000,000 consummated  on  or after the Closing Date, for
each of the four fiscal quarter periods ending next following the
date of any Acquisition,  (x)  Consolidated  EBITDA shall include
the historical results of operations of  the  Person or assets so
acquired, and which amounts may  include  such adjustments as are
permitted  under  Regulation  S-X  of  the  SEC   and  reasonably
satisfactory to the Administrative Agent but (y)  for purposes of
determining compliance with the  provisions  of  Section 7.12(a),
any increase in  Consolidated Net  Income  resulting  solely from
such  pro  forma  treatment   of   such   Acquisition   shall  be
disregarded;

          (ii)For  each  of  the  four  periods  of  four  fiscal
quarters ending next following the date of any Disposition  of  a
Material Subsidiary or all or substantially all of the assets  of
a  Material Subsidiary, (i) Consolidated EBITDA shall exclude the
results of operations of the Person or assets so disposed of on a
historical pro forma basis, and which amounts shall include  only
adjustments reasonably satisfactory to the Administrative  Agent;
and

          (iii)     For  each of the four periods of four  fiscal
quarters ending next following the date of any Disposition  of  a
Material Subsidiary or all or substantially all of the assets  of
a  Material  Subsidiary, Consolidated Interest Charges  shall  be
adjusted  on  a historical pro forma basis to eliminate  interest
expense accrued during such period on (i) any Indebtedness repaid
or

<PAGE> 29

assumed  from  the  Material  Subsidiary in connection with  such
Disposition or (ii) if such Disposition is of all of  the  Equity
Interests  of the Material Subsidiary, any Indebtedness  of  such
Material Subsidiary for which neither the Borrower nor any  other
Subsidiary is directly or indirectly liable.

     (d)  Consolidation  of  Variable  Interest   Entities.   All
references  herein  to  consolidated  financial statements of the
Company  and  its  Subsidiaries  or  to  the determination of any
amount for the  Company  and  its  Subsidiaries on a consolidated
basis or any  similar reference shall, in each case, be deemed to
include each  variable  interest   entity  that  the  Company  is
required to consolidate pursuant to FASB Interpretation  No.  46-
Consolidation  of Variable Interest Entities:  an  interpretation
of  ARB  No.  51  (January 2003), or any successor pronouncement,
standard  or interpretation thereof, as if such variable interest
entity were a Subsidiary as defined herein.

     1.05 Rounding.   Any  financial  ratios   required   to   be
maintained  by  the  Company  pursuant  to the Agreement shall be
calculated  by  dividing  the  appropriate   component   by   the
other component,  carrying  the result to one place more than the
number  of  places  by  which  such ratio is expressed herein and
rounding the result up  or  down  to  the  nearest number (with a
rounding-up if there is no nearest number).

     1.06 Exchange   Rates;   Currency   Equivalents.   (a)   The
Administrative Agent or the  L/C  Issuer,  as  applicable,  shall
determine the Spot Rates as  of  each Revaluation Date to be used
for calculating Dollar Equivalent  amounts  of  Credit Extensions
and Outstanding Amounts  denominated  in  Alternative Currencies.
Such Spot Rates shall  become  effective  as  of such Revaluation
Date and shall be  the  Spot  Rates  employed  in  converting any
amounts  between   the   applicable  currencies  until  the  next
Revaluation  Date  to  occur.  Except  for  purposes of financial
statements  delivered  by  Loan  Parties hereunder or calculating
financial  covenants  hereunder  or  except as otherwise provided
herein,  the  applicable  amount  of  any  currency  (other  than
Dollars) for purposes of the Loan Documents shall be such  Dollar
Equivalent amount as so determined by the Administrative Agent or
the L/C Issuer, as applicable.

     (b)  Wherever  in  this  Agreement  in  connection  with   a
Committed Borrowing, conversion, continuation or prepayment of  a
Eurocurrency Rate Loan or the issuance, amendment or extension of
a  Letter  of  Credit, an amount, such as a required  minimum  or
multiple  amount,  is expressed in Dollars,  but  such  Committed
Borrowing,  Eurocurrency  Rate  Loan  or  Letter  of  Credit   is
denominated in an Alternative Currency, such amount shall be  the
relevant  Alternative Currency Equivalent of such  Dollar  amount
(rounded  to the nearest unit of such Alternative Currency,  with
0.5  of  a  unit  being  rounded upward), as  determined  by  the
Administrative Agent or the L/C Issuer, as the case may be.

     1.07 Additional Alternative Currencies.  (a) The Company may
from  time  to  time request that Eurocurrency Rate Loans be made
and/or Letters  of  Credit  be  issued in a currency  other  than
those  specifically  listed  in  the  definition  of "Alternative
Currency;"  provided  that  such  requested  currency is a lawful
currency  (other  than  Dollars)  that  is  readily available and
freely transferable and convertible into Dollars.  In the case of
any such request with respect to the making of Eurocurrency  Rate
Loans,  such  request  shall  be  subject  to the approval of the
Administrative Agent and the Lenders; and in the case of any such
request  with respect to the

<PAGE> 30

issuance of Letters of Credit, such request  shall
be  subject to the approval of the Administrative Agent  and  the
L/C Issuer.

     (b)  Any such request shall be made  to  the  Administrative
Agent  not  later  than 10:00 a.m., 20 Business Days prior to the
date of the  desired Credit Extension (or such other time or date
as may be agreed by the Administrative Agent and, in the case  of
any such request pertaining to Letters of Credit, the L/C Issuer,
in its or their sole discretion). In the case of any such request
pertaining  to Eurocurrency Rate Loans, the Administrative  Agent
shall promptly notify each Lender thereof; and in the case of any
such  request pertaining to Letters of Credit, the Administrative
Agent  shall promptly notify the L/C Issuer thereof.  Each Lender
(in  the case of any such request pertaining to Eurocurrency Rate
Loans) or the L/C Issuer (in the case of a request pertaining  to
Letters  of  Credit) shall notify the Administrative  Agent,  not
later  than 10:00 a.m., ten Business Days after receipt  of  such
request  whether  it  consents, in its sole  discretion,  to  the
making  of Eurocurrency Rate Loans or the issuance of Letters  of
Credit, as the case may be, in such requested currency.

     (c)  Any failure by a Lender or the L/C Issuer, as the  case
may  be,  to  respond  to  such  request  within  the time period
specified  in  the  preceding  sentence  shall  be deemed to be a
refusal by such  Lender or the L/C Issuer, as the case may be, to
permit Eurocurrency Rate Loans to be made or Letters of Credit to
be issued in such requested currency. If the Administrative Agent
and all the Lenders consent to making  Eurocurrency Rate Loans in
such requested currency, the Administrative Agent shall so notify
the Company and such currency shall   thereupon be deemed for all
purposes to be an Alternative Currency  hereunder for purposes of
any Committed Borrowings of  Eurocurrency  Rate Loans; and if the
Administrative Agent and  the  L/C Issuer consent to the issuance
of  Letters   of  Credit   in  such   requested   currency,   the
Administrative  Agent  shall  so  notify  the  Company  and  such
currency  shall  thereupon  be  deemed  for all purposes to be an
Alternative  Currency  hereunder  for  purposes  of any Letter of
Credit  issuances.  If  the  Administrative  Agent  shall fail to
obtain  consent  to  any request for an additional currency under
this Section 1.07, the  Administrative  Agent  shall  promptly so
notify the Company.

     1.08 Change  of  Currency.  (a)  Each  obligation   of   the
Borrowers to make  a payment denominated in the national currency
unit of any  member  state of the European Union that  adopts the
Euro  as  its  lawful  currency  after  the  date hereof shall be
redenominated  into  Euro  at  the  time  of  such  adoption  (in
accordance  with  the  EMU  Legislation).  If, in relation to the
currency of any  such  member  state,  the  basis  of  accrual of
interest expressed in this  Agreement in respect of that currency
shall be inconsistent with  any  convention  or  practice  in the
London interbank market for the  basis  of  accrual  of  interest
in respect  of  the  Euro, such expressed basis shall be replaced
by such convention or practice with effect from the date on which
such  member  state  adopts  the  Euro  as  its  lawful currency;
provided that if any Committed Borrowing in  the currency of such
member state is outstanding immediately prior to  such date, such
replacement  shall  take  effect,  with respect to such Committed
Borrowing, at the  end  of the then current Interest Period.

     (b)  Each  provision  of  this Agreement shall be subject to
such  reasonable  changes  of  construction as the Administrative
Agent may from  time to time specify to be appropriate to reflect
the  adoption  of  the  Euro by  any member state of the European
Union  and  any relevant market conventions or practices relating
to the Euro.

<PAGE> 31

     (c)  Each  provision of this Agreement also shall be subject
to  such reasonable changes of construction as the Administrative
Agent  may from time to time specify to be appropriate to reflect
a change in currency of any other country and any relevant market
conventions or practices relating to the change in currency.

     1.09 Times  of  Day.  Unless   otherwise    specified,   all
references  herein  to  times   of  day  shall be  references  to
Pacific  time (daylight or standard, as applicable).

     1.10 Letter  of  Credit Amounts.  Unless otherwise specified
herein, the amount of  a  Letter  of  Credit at any time shall be
deemed to be the Dollar Equivalent of  the  stated amount of such
Letter of Credit in effect at such time;  provided, however, that
with respect to any Letter of Credit that,  by  its  terms or the
terms of any Issuer Document related thereto, provides for one or
more automatic increases in the stated amount thereof, the amount
of such Letter of  Credit  shall  be  deemed  to  be  the  Dollar
Equivalent of the  maximum stated amount of such Letter of Credit
after giving effect  to  all  such increases, whether or not such
maximum stated amount is in effect at such time.

                             ARTICLE II.
              THE COMMITMENTS AND CREDIT EXTENSIONS

     2.01 Committed Loans.  Subject  to  the terms and conditions
set  forth  herein,  each  Lender severally agrees to make  loans
(each  such loan, a "Committed Loan") to the Borrowers in Dollars
or in one or more Alternative Currencies from time  to  time,  on
any Business Day during the Availability Period, in an  aggregate
amount  not to exceed at any time outstanding the amount of  such
Lender's Commitment; provided, however, that after giving  effect
to  any Committed Borrowing, (i) the Total Outstandings shall not
exceed  the Aggregate Commitments, (ii) the aggregate Outstanding
Amount  of the Committed Loans of any Lender, plus such  Lender's
Applicable  Percentage  of  the Outstanding  Amount  of  all  L/C
Obligations,  plus  such Lender's Applicable  Percentage  of  the
Outstanding Amount of all Swing Line Loans shall not exceed  such
Lender's  Commitment, (iii) the aggregate Outstanding  Amount  of
all  Committed Loans made to the Designated Borrowers  shall  not
exceed  the Designated Borrower Sublimit, and (iv) the  aggregate
Outstanding   Amount  of  all  Committed  Loans  denominated   in
Alternative Currencies shall not exceed the Alternative  Currency
Sublimit.   Within  the limits of each Lender's  Commitment,  and
subject  to the other terms and conditions hereof, the  Borrowers
may  borrow  under this Section 2.01, prepay under Section  2.05,
and  reborrow  under this Section 2.01.  Committed Loans  may  be
Base  Rate Loans or Eurocurrency Rate Loans, as further  provided
herein.

     2.02  Borrowings, Conversions and Continuations of Committed
Loans.

     (a)  Each Committed Borrowing, each conversion  of Committed
Loans  from  one  Type  to  the  other,  and each continuation of
Eurocurrency  Rate  Loans  shall  be  made  upon  the   Company's
irrevocable  notice  to  the  Administrative  Agent, which may be
given by telephone.  Each  such  notice  must  be received by the
Administrative  Agent  not  later   than   10:00  a.m.  (i) three
Business  Days  prior  to the requested date of any Borrowing of,
conversion  to  or  continuation  of  Eurocurrency   Rate   Loans
denominated in Dollars or of any conversion  of Eurocurrency Rate
Loans denominated in Dollars to Base Rate  Committed  Loans, (ii)
four Business  Days  (or  five

<PAGE> 32

Business Days in the case of a Special Notice Currency) prior  to
the   requested   date  of  any  Borrowing  or  continuation   of
Eurocurrency  Rate  Loans denominated in Alternative  Currencies,
and  (iii)  on the requested date of any Borrowing of  Base  Rate
Committed Loans; provided, however, that if the Company wishes to
request  Eurocurrency Rate Loans having an Interest Period  other
than one, two, three or six months in duration as provided in the
definition  of "Interest Period", the applicable notice  must  be
received  by the Administrative Agent not later than  10:00  a.m.
(i)  four  Business  Days  prior to the requested  date  of  such
Borrowing, conversion or continuation of Eurocurrency Rate  Loans
denominated  in  Dollars,  or (ii) five  Business  Days  (or  six
Business days in the case of a Special Notice Currency) prior  to
the  requested date of such Borrowing, conversion or continuation
of Eurocurrency Rate Loans denominated in Alternative Currencies,
whereupon  the Administrative Agent shall give prompt  notice  to
the  Lenders of such request and determine whether the  requested
Interest  Period is acceptable to all of them.   Not  later  than
10:00 a.m., (i) three Business Days before the requested date  of
such  Borrowing, conversion or continuation of Eurocurrency  Rate
Loans denominated in Dollars, or (ii) four Business Days (or five
Business days in the case of a Special Notice Currency) prior  to
the  requested date of such Borrowing, conversion or continuation
of Eurocurrency Rate Loans denominated in Alternative Currencies,
the  Administrative Agent shall notify the Company (which  notice
may be by telephone) whether or not the requested Interest Period
has been consented to by all the Lenders.  Each telephonic notice
by the Company pursuant to this Section 2.02(a) must be confirmed
promptly  by  delivery to the Administrative Agent of  a  written
Committed  Loan Notice, appropriately completed and signed  by  a
Responsible   Officer  of  the  Company.   Each   Borrowing   of,
conversion to or continuation of Eurocurrency Rate Loans shall be
in  a  principal  amount of $5,000,000 or  a  whole  multiple  of
$1,000,000  in  excess thereof.  Except as provided  in  Sections
2.03(c) and 2.04(c), each Committed Borrowing of or conversion to
Base  Rate  Committed  Loans shall be in a  principal  amount  of
$500,000 or a whole multiple of $100,000 in excess thereof.  Each
Committed  Loan  Notice  (whether telephonic  or  written)  shall
specify  (i)  whether  the  Company  is  requesting  a  Committed
Borrowing, a conversion of Committed Loans from one Type  to  the
other,  or  a continuation of Eurocurrency Rate Loans,  (ii)  the
requested  date of the Borrowing, conversion or continuation,  as
the  case  may  be  (which shall be a Business  Day),  (iii)  the
principal amount of Committed Loans to be borrowed, converted  or
continued, (iv) the Type of Committed Loans to be borrowed or  to
which  existing  Committed Loans are  to  be  converted,  (v)  if
applicable,  the  duration of the Interest  Period  with  respect
thereto, (vi) the currency of the Committed Loans to be borrowed,
and (vii) if applicable, the Designated Borrower.  If the Company
fails to specify a currency in a Committed Loan Notice requesting
a  Borrowing, then the Committed Loans so requested shall be made
in  Dollars.  If the Company fails to specify a Type of Committed
Loan in a Committed Loan Notice or if the Company fails to give a
timely  notice requesting a conversion or continuation, then  the
applicable  Committed Loans shall be made as,  or  converted  to,
Base Rate Loans; provided, however, that in the case of a failure
to  timely  request a continuation of Committed Loans denominated
in  an  Alternative Currency, such Loans shall  be  continued  as
Eurocurrency  Rate  Loans  in their  original  currency  with  an
Interest Period of one month.  Any automatic conversion  to  Base
Rate  Loans shall be effective as of the last day of the Interest
Period then in effect with respect to the applicable Eurocurrency
Rate  Loans.  If the Company requests a Borrowing of,  conversion
to,  or  continuation  of Eurocurrency Rate  Loans  in  any  such
Committed  Loan Notice, but fails to specify an Interest  Period,
it  will  be deemed to have specified an Interest Period  of  one
month.  No Committed Loan may be converted into or continued as a
Committed  Loan

<PAGE> 33

denominated in a different currency, but instead must  be prepaid
in the original currency of such Committed Loan and reborrowed in
the other currency.

     (b)  Following   receipt   of  a  Committed Loan Notice, the
Administrative Agent shall  promptly  notify  each  Lender of the
amount  (and  currency)  of  its  Applicable  Percentage  of  the
applicable  Committed  Loans,  and  if  no  timely  notice  of  a
conversion  or  continuation  is  provided  by  the  Company, the
Administrative Agent shall notify each Lender of the  details  of
any automatic conversion to Base Rate Loans  or  continuation  of
Committed Loans denominated in a currency  other than Dollars, in
each case as described in the preceding subsection.  In  the case
of a Committed Borrowing, each Lender shall make  the  amount  of
its Committed Loan available to the Administrative  Agent in Same
Day Funds at the Administrative Agent's Office for the applicable
currency not later than 12:00 p.m., in the case of  any Committed
Loan denominated in Dollars, and not later  than  the  Applicable
Time specified by the Administrative Agent  in  the  case  of any
Committed Loan in an Alternative Currency, in each  case  on  the
Business Day specified in the applicable  Committed  Loan Notice.
Upon satisfaction  of the  applicable  conditions  set  forth  in
Section  4.02 (and,  if  such  Borrowing  is  the  initial Credit
Extension, Section 4.01), the Administrative Agent shall make all
funds  so   received  available  to  the  Company  or  the  other
applicable  Borrower  in  like   funds   as   received   by   the
Administrative Agent either by (i) crediting the account of  such
Borrower on the books of Bank of America with the amount of  such
funds or (ii) wire transfer of  such  funds,  in  each  case   in
accordance   with    instructions  provided  to  (and  reasonably
acceptable to) the Administrative Agent by the Company; provided,
however,  that  if,  on  the  date the Committed Loan Notice with
respect to such Borrowing  denominated in Dollars is given by the
Company, there are L/C  Borrowings outstanding, then the proceeds
of such Borrowing, first, shall be applied to the payment in full
of any such L/C Borrowings,  and, second, shall be made available
to the applicable Borrower as provided above.

     (c)  Except  as  otherwise  provided  herein, a Eurocurrency
Rate  Loan  may be continued or converted only on the last day of
an  Interest  Period for such Eurocurrency Rate Loan.  During the
existence of  a  Default, no Loans may be requested as, converted
to or continued as Eurocurrency Rate Loans (whether in Dollars or
any Alternative  Currency)  without  the  consent of the Required
Lenders, and the Required Lenders may  demand  that any or all of
the then outstanding Eurocurrency  Rate  Loans  denominated in an
Alternative Currency be prepaid, or redenominated into Dollars in
the amount of the Dollar Equivalent  thereof,  on the last day of
the then current Interest Period with respect thereto.

     (d)  The  Administrative  Agent  shall  promptly  notify the
Company  and  the  Lenders of the interest rate applicable to any
Interest Period for Eurocurrency Rate Loans upon determination of
such  interest  rate.  At  any  time  that  Base  Rate  Loans are
outstanding,  the  Administrative  Agent shall notify the Company
and the Lenders  of  any  change in Bank of  America's prime rate
used in determining  the  Base Rate promptly following the public
announcement of such change.

     (e)  After   giving  effect to all Committed Borrowings, all
conversions of Committed Loans from one  Type  to  the other, and
all continuations of Committed  Loans  as  the  same  Type, there
shall not be more  than  ten  Interest  Periods  in  effect  with
respect to Committed Loans.

<PAGE> 34

2.03 Letters of Credit.

(a)  The Letter of Credit Commitment.

     (i)  Subject  to the terms  and conditions set forth herein,
(A) the L/C Issuer agrees, in reliance upon the agreements of the
Lenders  set forth in this Section 2.03, (1) from time to time on
any  Business  Day  during the period from the Closing Date until
the  Letter of Credit Expiration Date, to issue Letters of Credit
denominated  in  Dollars or in one or more Alternative Currencies
for  the account of the Company or its Subsidiaries, and to amend
or   extend   Letters  of  Credit  previously issued  by  it,  in
accordance  with  subsection (b) below, and (2) to honor drawings
under  the Letters of Credit; and (B) the Lenders severally agree
to participate in Letters of Credit issued for the account of the
Company or its Subsidiaries and any drawings thereunder; provided
that after giving effect to any L/C Credit Extension with respect
to  any  Letter  of  Credit, (x) the Total Outstandings shall not
exceed  the  Aggregate Commitments, (y) the aggregate Outstanding
Amount of the Committed  Loans  of any Lender, plus such Lender's
Applicable  Percentage  of the  Outstanding  Amount  of  all  L/C
Obligations,  plus  such  Lender's  Applicable  Percentage of the
Outstanding  Amount of all Swing Line Loans shall not exceed such
Lender's  Commitment,  and  (z) the Outstanding Amount of the L/C
Obligations shall not exceed the Letter of Credit Sublimit.  Each
request by the Company  for the issuance or amendment of a Letter
of Credit shall be  deemed  to be a representation by the Company
that the L/C Credit  Extension  so  requested  complies  with the
conditions set forth in the proviso  to  the  preceding sentence.
Within  the foregoing limits,  and  subject  to  the   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 that  have expired or that have been drawn upon
and  reimbursed.  All  Existing Letters of Credit shall be deemed
to   have  been  issued  pursuant  hereto, and from and after the
Closing Date shall be subject to  and  governed  by the terms and
conditions hereof.

     (ii) The L/C Issuer shall not issue any Letter of Credit, if:

          (A)   subject  to Section 2.03(b)(iii), the expiry date
     of such  requested Letter of Credit (other than the Existing
     Letters of Credit  or  extensions or renewals thereof) would
     occur more than  twelve months after the date of issuance or
     last extension,  unless  the  Required Lenders have approved
     such expiry date; or

          (B)  the expiry date of such requested Letter of Credit
     would  occur  after  the  Letter  of Credit Expiration Date,
     unless all the Lenders have approved such expiry date.

     (iii) The  L/C  Issuer shall not  be under any obligation to
issue any Letter of Credit if:

          (A)  any order, judgment  or decree of any Governmental
     Authority or arbitrator shall by its terms purport to enjoin
     or  restrain  the  L/C Issuer  from  issuing  such Letter of
     Credit, or any Law  applicable  to  the  L/C  Issuer or  any

<PAGE> 35

     request or directive (whether  or  not  having  the force of
     law) from any Governmental Authority  with jurisdiction over
     the L/C Issuer shall  prohibit,  or  request  that  the  L/C
     Issuer  refrain  from,  the  issuance  of  letters of credit
     generally  or  such Letter  of Credit in particular or shall
     impose  upon  the  L/C Issuer with respect to such Letter of
     Credit  any restriction, reserve or capital requirement (for
     which the L/C Issuer is not otherwise compensated hereunder)
     not in effect  on the Closing Date, or shall impose upon the
     L/C Issuer any  unreimbursed loss, cost or expense which was
     not applicable on  the Closing Date and which the L/C Issuer
     in good faith deems material to it;

          (B)  the  issuance  of  such  Letter  of  Credit  would
     violate one or more policies of the L/C Issuer;

          (C)  except  as  otherwise agreed by the Administrative
     Agent  and  the  L/C Issuer,  such Letter of Credit is in an
     initial stated  amount less than  $100,000, in the case of a
     commercial Letter of  Credit, or  $50,000, in  the case of a
     standby Letter of Credit;

          (D)  except  as  otherwise agreed by the Administrative
     Agent and  the  L/C Issuer,  such  Letter of Credit is to be
     denominated  in   a   currency  other  than  Dollars  or  an
     Alternative Currency;

          (E)  the L/C Issuer does not as of the issuance date of
     such  requested  Letter of Credit issue Letters of Credit in
     the requested currency;

          (F)  such  Letter  of  Credit (other  than the Existing
     Letters  of  Credit  or  extensions  or   renewals  thereof)
     contains any provisions  for  automatic reinstatement of the
     stated amount after any drawing thereunder; or

          (G)  a  default  of  any  Lender's  obligations to fund
     under Section 2.03(c) exists or any Lender is at such time a
     Defaulting Lender  hereunder,  unless  the  L/C  Issuer  has
     entered into satisfactory  arrangements  with the Company or
     such Lender to eliminate the L/C  Issuer's risk with respect
     to such Lender.

     (iv) The  L/C  Issuer  shall not amend any Letter of Credit,
excluding,  except  with respect to the requirement under Section
2.03(ii)(B)  that  the  expiry  date of such Letter of Credit not
occur after the Letter of  Credit  Expiration  Date, all Existing
Letters of Credit, if the L/C  Issuer  would  not be permitted at
such time to issue  such  Letter  of  Credit  in its amended form
under the terms hereof.

     (v)  The L/C  Issuer  shall  be under no obligation to amend
any  Letter  of  Credit  if  (A)  the  L/C  Issuer  would have no
obligation  at  such  time to issue  such Letter of Credit in its
amended form  under  the  terms hereof, or (B) the beneficiary of
such Letter of  Credit  does not accept the proposed amendment to
such Letter of Credit.

     (vi) The  L/C Issuer shall act on behalf of the Lenders with
respect  to  any Letters of Credit issued by it and the documents
associated  therewith,  and  the L/C Issuer shall have all of the
benefits and immunities (A)  provided to the Administrative Agent
in

<PAGE> 36

Article  IX   with  respect  to  any  acts   taken  or  omissions
suffered by the L/C Issuer in connection  with  Letters of Credit
issued by it or proposed to be issued by it  and Issuer Documents
pertaining to such Letters  of  Credit  as  fully  as if the term
"Administrative Agent" as  used  in  Article  IX included the L/C
Issuer  with  respect  to  such  acts  or  omissions,  and (B) as
additionally provided herein with respect to the L/C Issuer.

     (b)  Procedures  for  Issuance  and  Amendment  of   Letters
of Credit; Auto-Extension Letters of Credit.

          (i)  Each  Letter of Credit shall be issued or amended,
     as  the  case  may  be,  upon  the  request  of  the Company
     delivered  to  the  L/C  Issuer   (with   a   copy   to  the
     Administrative  Agent)  in  the  form  of a Letter of Credit
     Application,  appropriately  completed  and   signed   by  a
     Responsible  Officer  of the Company.  Such Letter of Credit
     Application  must  be received by the  L/C  Issuer  and  the
     Administrative Agent not later than 10:00 a.m. at least  two
     Business  Days  (or  such  other  date  and   time   as  the
     Administrative  Agent  and  the  L/C  Issuer  may agree in a
     particular instance in  their  sole discretion) prior to the
     proposed issuance date or date of amendment, as the case may
     be.  In the case of a request  for an  initial issuance of a
     Letter  of  Credit,  such Letter of Credit Application shall
     specify in form and detail satisfactory to  the  L/C Issuer:
     (A) the proposed issuance date  of  the  requested Letter of
     Credit (which shall be a Business Day); (B)   the amount and
     currency thereof; (C) the expiry date thereof; (D) the  name
     and   address   of  the  beneficiary   thereof;   (E)    the
     documents to be presented by such beneficiary in case of any
     drawing thereunder; (F) the full text of any certificate  to
     be  presented  by  such  beneficiary  in case of any drawing
     thereunder; (G)  the  purpose  and nature  of the  requested
     Letter of Credit; and  (H)  such  other  matters  as the L/C
     Issuer may  require.  In  the  case  of  a  request  for  an
     amendment  of  any outstanding Letter of Credit, such Letter
     of  Credit  Application  shall  specify  in  form and detail
     satisfactory to the L/C Issuer (A) the Letter  of  Credit to
     be  amended;  (B)  the  proposed  date  of amendment thereof
     (which  shall  be  a  Business  Day); (C)  the nature of the
     proposed  amendment;  and  (D) such other matters as the L/C
     Issuer may require.  Additionally, the Company shall furnish
     to the L/C  Issuer  and the  Administrative Agent such other
     documents  and  information  pertaining  to  such  requested
     Letter of Credit issuance or amendment, including any Issuer
     Documents, as the L/C Issuer or the Administrative Agent may
     require.

          (ii) Promptly  after  receipt  of  any Letter of Credit
     Application,   the  L/C   Issuer   will   confirm  with  the
     Administrative Agent (by telephone or in writing)  that  the
     Administrative Agent has  received  a copy of such Letter of
     Credit Application from the  Company  and,  if  not, the L/C
     Issuer will provide the  Administrative  Agent  with  a copy
     thereof.  Unless the L/C Issuer  has received written notice
     from any Lender, the Administrative Agent or any Loan Party,
     at least one Business Day prior to the  requested  date   of
     issuance or amendment of the  applicable  Letter  of Credit,
     that  one   or   more  applicable  conditions  contained  in
     Article IV shall not then be satisfied, then, subject to the
     terms  and  conditions  hereof, the L/C Issuer shall, on the
     requested  date, issue a Letter of Credit for the account of
     the Company (or the applicable Subsidiary) or enter into the
     applicable  amendment,  as  the case may be, in each case in
     accordance  with  the  L/C  Issuer's  usual  and   customary
     business  practices.  Immediately  upon the issuance of each
     Letter of Credit, each Lender shall be deemed to, and hereby
     irrevocably and

<PAGE> 37

     unconditionally  agrees  to,  purchase from the L/C Issuer a
     risk  participation  in  such  Letter of Credit in an amount
     equal to the  product of such Lender's Applicable Percentage
     times the amount of such Letter of Credit.

          (iii) If  the  Company  so  requests  in any applicable
     Letter of  Credit  Application,  the  L/C Issuer may, in its
     sole and absolute  discretion,  agree  to  issue a Letter of
     Credit  that  has  automatic  extension provisions (each, an
     "Auto-Extension Letter of  Credit");  provided that any such
     Auto-Extension Letter of Credit  must  permit the L/C Issuer
     to  prevent any such extension at least once in each twelve-
     month period (commencing with the date of  issuance of  such
     Letter of Credit) by giving prior notice to the  beneficiary
     thereof  not  later  than  a  day (the "Non-Extension Notice
     Date")  in  each  such twelve-month period to be agreed upon
     at  the  time  such  Letter  of  Credit  is  issued.  Unless
     otherwise  directed by the L/C Issuer, the Company shall not
     be required to make a specific request to the L/C Issuer for
     any such extension.  Once an Auto-Extension Letter of Credit
     has been issued, the  Lenders  shall  be  deemed   to   have
     authorized  (but  may  not require) the L/C Issuer to permit
     the  extension  of  such  Letter of Credit at any time to an
     expiry date not later than the Letter of  Credit  Expiration
     Date;  provided,  however,  that  the  L/C  Issuer shall not
     permit  any  such  extension  if  (A)  the  L/C  Issuer  has
     determined  that it would not be permitted, or would have no
     obligation, at  such  time to issue such Letter of Credit in
     its revised form (as  extended)  under  the terms hereof (by
     reason of the provisions of  clause (ii) or (iii) of Section
     2.03(a) or otherwise), or (B) it  has received notice (which
     may be by telephone or in writing) on or before the day that
     is five Business Days before the   Non-Extension Notice Date
     (1) from the Administrative Agent that the  Required Lenders
     have elected not to permit such  extension  or  (2) from the
     Administrative  Agent,  any  Lender  or the Company that one
     or  more  of  the applicable conditions specified in Section
     4.02 is  not then satisfied, and in each such case directing
     the L/C Issuer not to permit such extension.

          (iv) Promptly after  its  delivery  of  any  Letter  of
     Credit or any amendment to a Letter of Credit to an advising
     bank with respect thereto or to the beneficiary thereof, the
     L/C  Issuer  will  also  deliver  to  the  Company  and  the
     Administrative Agent a true and complete copy of such Letter
     of Credit or amendment.

     (c)  Drawings and Reimbursements; Funding of Participations.

          (i)  Upon receipt from the beneficiary of any Letter of
     Credit of  any  notice  of  a  drawing  under such Letter of
     Credit,  the  L/C  Issuer  shall  notify the Company and the
     Administrative Agent  thereof.  In  the  case of a Letter of
     Credit  denominated  in an Alternative Currency, the Company
     shall reimburse the L/C Issuer in such Alternative Currency,
     unless (A) the L/C Issuer (at its  option   with respect  to
     standby  letters  of credit, but  only with mutual agreement
     between  the  Company  and  the  L/C  Issuer with respect to
     commercial  letters  of  credit)  shall  have  specified  in
     such  notice  that it will require reimbursement in Dollars,
     or  (B)  in  the  absence  of  any   such   requirement  for
     reimbursement in  Dollars,  the  Company shall have notified
     the L/C Issuer promptly  following  receipt of the notice of
     drawing that the Company will  reimburse   the L/C Issuer in
     Dollars (subject to the  mutual  agreement of the L/C

<PAGE> 38

     Issuer  with   respect   to   reimbursement   of  commercial
     letters of credit).  In the  case  of any such reimbursement
     in  Dollars  of  a  drawing   under   a   Letter  of  Credit
     denominated in an Alternative   Currency,  the   L/C  Issuer
     shall  notify  the  Company  of  the  Dollar  Equivalent  of
     the   amount  of  the  drawing   promptly    following   the
     determination thereof.  Not  later   than  11:00 a.m. on the
     date of any payment by the L/C  Issuer  under  a  Letter  of
     Credit to be  reimbursed in Dollars,  or the Applicable Time
     on the date of any payment by the L/C Issuer under  a Letter
     of Credit to be reimbursed in an Alternative  Currency (each
     such date, an "Honor Date"), the Company shall reimburse the
     L/C Issuer through the Administrative  Agent  in  an  amount
     equal  to  the amount  of such drawing and in the applicable
     currency.  If  the  Company   fails  to so reimburse the L/C
     Issuer by such time, the Administrative Agent shall promptly
     notify each  Lender  of  the  Honor Date,  the amount of the
     unreimbursed drawing  (expressed in Dollars in the amount of
     the Dollar Equivalent  thereof  in  the case of  a Letter of
     Credit  denominated  in  an   Alternative   Currency)   (the
     "Unreimbursed  Amount"),  and  the  amount  of such Lender's
     Applicable Percentage thereof.  In such event,  the  Company
     shall be deemed to have requested a  Committed  Borrowing of
     Base Rate Loans to be disbursed on  the  Honor  Date  in  an
     amount  equal  to the Unreimbursed Amount, without regard to
     the  minimum and multiples specified in Section 2.02 for the
     principal  amount  of  Base  Rate  Loans, but subject to the
     amount  of  the   unutilized    portion   of  the  Aggregate
     Commitments and the  conditions  set  forth  in Section 4.02
     (other than the delivery of  a Committed  Loan Notice).  Any
     notice given by the L/C Issuer or the  Administrative  Agent
     pursuant  to  this  Section  2.03(c)(i)  may  be  given   by
     telephone if immediately confirmed in writing; provided that
     the lack of such an immediate confirmation shall  not affect
     the conclusiveness or binding effect of such notice.

          (ii) Each  Lender  shall  upon  any  notice pursuant to
     Section   2.03(c)(i)   make   funds   available   to     the
     Administrative Agent for  the account  of the L/C Issuer, in
     Dollars, at the  Administrative  Agent's Office for  Dollar-
     denominated payments in an amount equal  to  its  Applicable
     Percentage  of  the  Unreimbursed Amount not later than 1:00
     p.m.  on  the  Business  Day  specified  in  such  notice by
     the  Administrative  Agent,   whereupon,   subject   to  the
     provisions of  Section  2.03(c)(iii),  each  Lender  that so
     makes funds available  shall  be  deemed to have made a Base
     Rate  Committed  Loan  to  the  Company in such amount.  The
     Administrative Agent shall remit the  funds  so  received to
     the L/C Issuer in Dollars.

          (iii)  With  respect to any Unreimbursed Amount that is
     not  fully  refinanced by a Committed Borrowing of Base Rate
     Loans  because  the  conditions  set  forth  in Section 4.02
     cannot be  satisfied  or  for any  other reason, the Company
     shall be deemed to  have incurred from the L/C Issuer an L/C
     Borrowing in the amount  of  the Unreimbursed Amount that is
     not so refinanced, which L/C  Borrowing  shall  be  due  and
     payable on demand (together with  interest)  and  shall bear
     interest at the Default Rate.  In such  event, each Lender's
     payment to the Administrative Agent for the  account  of the
     L/C Issuer pursuant to Section 2.03(c)(ii) 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 2.03.

<PAGE> 39

          (iv) Until each Lender funds its Committed Loan or  L/C
     Advance  pursuant  to  this Section 2.03(c) to reimburse the
     L/C Issuer for  any amount drawn under any Letter of Credit,
     interest in respect  of  such Lender's Applicable Percentage
     of such  amount  shall  be solely for the account of the L/C
     Issuer.

          (v)  Each Lender's  obligation to make  Committed Loans
     or L/C  Advances  to  reimburse  the  L/C Issuer for amounts
     drawn under  Letters  of  Credit,  as  contemplated  by this
     Section 2.03(c), shall  be  absolute  and  unconditional and
     shall not be affected by any circumstance, including (A) any
     setoff, counterclaim, recoupment,  defense  or  other  right
     which such Lender may  have  against  the  L/C  Issuer,  the
     Company, any Subsidiary or any other Person  for  any reason
     whatsoever; (B) the occurrence or continuance of a  Default,
     or (C)  any  other  occurrence,  event or condition, whether
     or  not  similar to any of the foregoing; provided, however,
     that  each  Lender's  obligation  to  make  Committed  Loans
     pursuant  to   this   Section  2.03(c)  is  subject  to  the
     conditions set forth in Section 4.02 (other than delivery by
     the Company of a Committed Loan  Notice).  No such making of
     an  L/C  Advance  shall  relieve  or  otherwise  impair  the
     obligation of the Company to reimburse the  L/C  Issuer  for
     the amount of any payment made by the L/C Issuer  under  any
     Letter of Credit, together with interest as provided herein.

          (vi) If  any  Lender  fails  to  make  available to the
     Administrative  Agent for  the account of the L/C Issuer any
     amount required to be  paid  by such  Lender pursuant to the
     foregoing provisions of this  Section  2.03(c)  by  the time
     specified in Section 2.03(c)(ii), the L/C  Issuer  shall  be
     entitled to recover from such  Lender  (acting  through  the
     Administrative Agent), on demand, such amount with  interest
     thereon  for  the  period  from  the  date  such  payment is
     required  to  the  date on which such payment is immediately
     available to the L/C Issuer at a rate per annum equal to the
     applicable  Overnight Rate from time to time in effect, plus
     any  administrative,  processing or similar fees customarily
     charged by  the L/C Issuer in connection with the foregoing.
     If such Lender pays such amount (less such interest and fees
     as aforesaid), the  amount  so  paid  shall  constitute such
     Lender's Committed Loan  included  in the relevant Committed
     Borrowing  or  L/C  Advance  in  respect of the relevant L/C
     Borrowing, as the case may be.  A  certificate  of  the  L/C
     Issuer  submitted to any Lender  (through the Administrative
     Agent) with respect to any amounts owing under  this  clause
     (vi) shall be conclusive absent manifest error.

     (d)  Repayment of Participations.

          (i)  At  any  time  after  the  L/C  Issuer  has made a
     payment under any Letter of Credit and has received from any
     Lender such  Lender's L/C Advance in respect of such payment
     in accordance  with  Section 2.03(c),  if the Administrative
     Agent receives for the account of the L/C Issuer any payment
     in respect of the  related  Unreimbursed  Amount or interest
     thereon (whether directly from  the  Company  or  otherwise,
     including proceeds of Cash Collateral applied thereto by the
     Administrative  Agent),   the   Administrative   Agent  will
     distribute to such Lender  its Applicable Percentage thereof
     (appropriately adjusted, in the  case of interest  payments,
     to reflect the period of time during which such Lender's L/C
     Advance was outstanding) in Dollars and in the same funds as
     those received by the Administrative Agent.

<PAGE> 40

          (ii) If any  payment  received  by  the  Administrative
     Agent  for the account of the L/C Issuer pursuant to Section
     2.03(c)(i)  is  required  to  be  returned  under any of the
     circumstances described in Section 10.05 (including pursuant
     to  any  settlement  entered  into  by the L/C Issuer in its
     discretion),  each  Lender  shall  pay to the Administrative
     Agent  for  the  account  of  the  L/C Issuer its Applicable
     Percentage thereof on demand  of  the  Administrative Agent,
     plus  interest  thereon  from the date of such demand to the
     date  such  amount is returned by such Lender, at a rate per
     annum  equal  to  the applicable Overnight Rate from time to
     time in  effect.  The  obligations of the Lenders under this
     clause shall  survive the payment in full of the Obligations
     and the termination of this Agreement.

     (e)  Obligations Absolute.  The obligation of the Company to
reimburse  the L/C Issuer for each drawing under each  Letter  of
Credit  and  to  repay  each  L/C Borrowing  shall  be  absolute,
unconditional  and  irrevocable, and shall be  paid  strictly  in
accordance   with   the  terms  of  this  Agreement   under   all
circumstances, including the following:

          (i)  any  lack  of  validity or  enforceability of such
     Letter of Credit, this Agreement, or any other Loan Document;

          (ii) the  existence of any claim, counterclaim, setoff,
     defense or  other  right that  the Company or any Subsidiary
     may  have  at  any  time  against  any  beneficiary  or  any
     transferee of such Letter of  Credit (or any Person for whom
     any such beneficiary or any such  transferee may be acting),
     the L/C  Issuer  or  any other Person, whether in connection
     with this Agreement, the transactions contemplated hereby or
     by  such  Letter  of  Credit  or any agreement or instrument
     relating thereto, or any unrelated transaction;

          (iii)  any draft, demand, certificate or other document
     presented  under such 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 such
     Letter of Credit;

          (iv) any payment by the L/C Issuer under such 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  the L/C Issuer under such
     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 such
     Letter of Credit, including  any  arising in connection with
     any proceeding under any Debtor Relief Law;

          (v)  any  adverse change in the relevant exchange rates
     or in the  availability of the relevant Alternative Currency
     to the Company or any Subsidiary or in the relevant currency
     markets generally; or

          (vi) 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 any
     Subsidiary.

<PAGE> 41

     The Company shall promptly examine a copy of each Letter  of
Credit and each amendment thereto that is delivered to it and, in
the  event  of  any  claim of noncompliance  with  the  Company's
instructions or other irregularity, the Company will  immediately
notify  the L/C Issuer.  The Company shall be conclusively deemed
to  have  waived  any such claim against the L/C Issuer  and  its
correspondents unless such notice is given as aforesaid.

     (f)  Role of L/C Issuer.  Each Lender  and the Company agree
that,  in  paying  any  drawing under a Letter of Credit, the L/C
Issuer shall  not  have any responsibility to obtain any document
(other  than  any  sight  draft,   certificates   and   documents
expressly  required  by  the 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.  None of  the L/C Issuer, the Administrative Agent, any
of  their  respective  Related  Parties  nor  any  correspondent,
participant or assignee of the  L/C Issuer 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  or  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  document  or  instrument  related  to any
Letter of Credit or Issuer Document.   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,  however,  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.  None of the L/C
Issuer,  the  Administrative  Agent,  any  of   their  respective
Related Parties nor any  correspondent, participant  or  assignee
of the L/C Issuer shall  be  liable  or responsible  for  any  of
the matters described  in  clauses  (i)  through   (v) of Section
2.03(e); provided, however, that anything in  such clauses to the
contrary notwithstanding, the Company may have   a  claim against
the L/C Issuer, and the L/C Issuer 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 the L/C Issuer's willful
misconduct  or  gross  negligence  or   the L/C  Issuer'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  a Letter
of Credit.  In  furtherance   and   not   in  limitation  of  the
foregoing, the L/C Issuer  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 the L/C Issuer  shall  not 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.

     (g)    Cash  Collateral.   (i)  Upon  the  request  of   the
     Administrative Agent, (A) if the L/C Issuer has honored  any
     full  or partial drawing request under any Letter of  Credit
     and  such drawing has resulted in an L/C Borrowing,  or  (B)
     if,  as  of  the Letter of Credit Expiration Date,  any  L/C
     Obligation  for any reason remains outstanding, the  Company
     shall, in each case, immediately Cash Collateralize the then
     Outstanding Amount of all L/C Obligations.

          (ii) In addition, if the  Administrative Agent notifies
     the  Company  at any time that the Outstanding Amount of all
     L/C  Obligations  at such time exceeds 105% of the Letter of
     Credit Sublimit  then  in  effect, then, within two Business
     Days after receipt of

<PAGE> 42

     such  notice,  the  Company  shall  Cash  Collateralize  the
     L/C  Obligations  in  an amount equal to the amount by which
     the  Outstanding  Amount  of all L/C Obligations exceeds the
     Letter of Credit Sublimit.

          (iii) The  Administrative  Agent  may,  at any time and
     from time  to  time  after  the  initial  deposit  of   Cash
     Collateral,  request  that  additional  Cash  Collateral  be
     provided in order to protect against the results of exchange
     rate fluctuations.

          (iv) Sections  2.05  and  8.02(c)  set  forth   certain
     additional requirements to deliver Cash Collateral hereunder.
     For purposes  of this Section 2.03, Section 2.05 and Section
     8.02(c), "Cash  Collateralize"  means  to pledge and deposit
     with or deliver to the Administrative Agent, for the benefit
     of the L/C Issuer 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 L/C Issuer (which documents are
     hereby consented to by the  Lenders).  Derivatives  of  such
     term have corresponding meanings.  The Company hereby grants
     to the  Administrative  Agent, for  the  benefit  of the L/C
     Issuer and the Lenders,  a  security  interest  in  all such
     cash,  deposit  accounts  and  all  balances therein and all
     proceeds  of  the  foregoing.   Cash  Collateral  shall   be
     maintained  in blocked, interest bearing deposit accounts at
     Bank of America.

     (h)  Applicability  of  ISP   and   UCP.   Unless  otherwise
expressly agreed  by the L/C Issuer and the Company when a Letter
of Credit  is issued  (including any such agreement applicable to
an Existing  Letter  of Credit),  (i)  the rules of the ISP shall
apply to each standby  Letter  of  Credit, and (ii) the rules  of
the Uniform Customs and Practice for Documentary Credits, as most
recently  published  by  the International Chamber of Commerce at
the time of  issuance  shall  apply  to each commercial Letter of
Credit.

     (i)  Letter of Credit Fees.  The  Company  shall  pay to the
Administrative Agent for the account of each Lender in accordance
with its Applicable Percentage, in Dollars, a  Letter  of  Credit
fee (the "Letter of Credit Fee") for each Letter  of Credit equal
to the Applicable Rate times the Dollar Equivalent  of  the daily
amount available to be drawn under such  Letter  of  Credit.  For
purposes of computing the daily  amount  available  to  be  drawn
under any Letter of Credit, the amount of such Letter  of  Credit
shall be determined in accordance with  Section 1.10.  Letter  of
Credit Fees shall be (i) computed on a quarterly basis in arrears
and (ii) due and payable on the first  Business Day after the end
of each March, June, September and  December, commencing with the
first such date to  occur  after  the  issuance of such Letter of
Credit, on the Letter of Credit Expiration Date and thereafter on
demand.  If there is any change in the Applicable Rate during any
quarter, the daily amount available to be drawn under each Letter
of Credit shall be computed and multiplied by the Applicable Rate
separately  for  each   period  during  such  quarter  that  such
Applicable Rate was  in  effect.  Notwithstanding anything to the
contrary contained  herein,  upon  the  request  of  the Required
Lenders, while any Event of Default exists, all Letter  of Credit
Fees shall accrue at the Default Rate.

     (j)  Fronting  Fee  and  Documentary  and Processing Charges
Payable to L/C Issuer.  The Company shall pay directly to the L/C
Issuer  for  its own account, in Dollars, a fronting fee (i) with
respect to each commercial Letter of Credit, at the rate equal to
0.125%  of  the amount  of such Letter of Credit, computed on the
Dollar Equivalent of the amount of such Letter of Credit,

<PAGE> 43

and payable upon the issuance thereof, (ii) with respect  to  any
amendment of  a commercial Letter of Credit increasing the amount
of such Letter of Credit, at a rate separately agreed between the
Company and the L/C Issuer, computed on the Dollar Equivalent  of
the  amount of  such increase, and payable upon the effectiveness
of  such amendment, and (iii) with respect to each standby Letter
of Credit, at the rate per annum equal to 0.125%, computed on the
Dollar Equivalent of the daily amount available to be drawn under
such  Letter  of  Credit  on a quarterly basis in arrears and due
and payable on  the  first  Business  Day  after  the end of each
March, June, September  and  December  in  respect  of  the  most
recently-ended quarterly  period (or portion thereof, in the case
of the first payment),  commencing  with  the  first such date to
occur after the issuance of such Letter of Credit,  on the Letter
of Credit Expiration Date and thereafter on demand.  For purposes
of computing the daily amount available to  be  drawn  under  any
Letter of Credit, the amount of such Letter  of  Credit  shall be
determined in accordance with  Section  1.10.  In  addition,  the
Company shall pay directly to the L/C Issuer for its own account,
in Dollars, the customary  issuance,  presentation, amendment and
other processing fees, and other  standard  costs and charges, of
the L/C Issuer relating to letters of credit as from time to time
in effect.  Such customary fees and standard  costs  and  charges
are due and payable on demand and are nonrefundable.

     (k)  Conflict  with  Issuer  Documents.  In the event of any
conflict  between  the  terms  hereof and the terms of any Issuer
Document, the terms hereof shall control.

     (l)  Letters    of    Credit    Issued    for  Subsidiaries.
Notwithstanding  that  a  Letter  of Credit issued or outstanding
hereunder is in  support  of  any  obligations  of, or is for the
account of, a  Subsidiary,  the  Company  shall  be  obligated to
reimburse the L/C Issuer hereunder for any and all drawings under
such Letter of  Credit.  The Company hereby acknowledges that the
issuance of  Letters  of  Credit  for the account of Subsidiaries
inures to the  benefit  of  the  Company,  and that the Company's
business derives substantial benefits from the businesses of such
Subsidiaries.

     (m)  Reporting  of Letter of Credit Information.  On (i) the
last Business Day of each calendar month, and (ii) each date that
an  L/C  Credit  Extension  occurs  with respect to any Letter of
Credit,  the L/C Issuer shall deliver to the Administrative Agent
a report in the form of Exhibit F hereto, appropriately completed
with the information for every Letter of Credit issued by the L/C
Issuer that is outstanding hereunder

     2.04 Swing Line Loans.

     (a) The Swing Line.  Subject to the terms and conditions set
forth herein, the Swing Line Lender agrees, in reliance upon  the
agreements  of the other Lenders set forth in this Section  2.04,
to make loans in Dollars (each such loan, a "Swing Line Loan") to
the  Company  from time to time on any Business  Day  during  the
Availability Period in an aggregate amount not to exceed  at  any
time   outstanding  the  amount  of  the  Swing  Line   Sublimit,
notwithstanding  the  fact  that  such  Swing  Line  Loans,  when
aggregated  with  the Applicable Percentage  of  the  Outstanding
Amount  of  Committed  Loans and L/C Obligations  of  the  Lender
acting  as  Swing  Line Lender, may exceed  the  amount  of  such
Lender's Commitment; provided, however, that after giving  effect
to  any  Swing  Line Loan, (i) the Total Outstandings  shall  not
exceed   the  Aggregate  Commitments,  and  (ii)  the   aggregate
Outstanding  Amount of the Committed Loans of  any  Lender,  plus
such Lender's Applicable Percentage of the Outstanding Amount  of
all L/C

<PAGE> 44

Obligations,   plus   such  Lender's  Applicable  Percentage   of
the  Outstanding Amount of all Swing Line Loans shall not  exceed
such Lender's Commitment, and provided, further, that the Company
shall  not  use the proceeds of any Swing Line Loan to  refinance
any  outstanding  Swing Line Loan.  Within the foregoing  limits,
and subject to the other terms and conditions hereof, the Company
may  borrow  under this Section 2.04, prepay under Section  2.05,
and reborrow under this Section 2.04.  Each Swing Line Loan shall
be a Base Rate Loan.  Immediately upon the making of a Swing Line
Loan, each Lender shall be deemed to, and hereby irrevocably  and
unconditionally agrees to, purchase from the Swing Line Lender  a
risk participation in such Swing Line Loan in an amount equal  to
the  product  of  such Lender's Applicable Percentage  times  the
amount of such Swing Line Loan.

     (b)  Borrowing Procedures.  Each  Swing Line Borrowing shall
be  made  upon the Company's irrevocable notice to the Swing Line
Lender and  the  Administrative  Agent,  which  may  be  given by
telephone. Each such notice must be received by  the  Swing  Line
Lender and the Administrative Agent not later than  10:00 a.m. on
the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a  minimum  of $100,000  and (ii) the
requested borrowing  date,  which  shall be a Business Day.  Each
such telephonic notice  must be confirmed promptly by delivery to
the Swing Line Lender  and  the Administrative Agent of a written
Swing Line Loan Notice,  appropriately  completed and signed by a
Responsible Officer of the Company.  Promptly  after  receipt  by
the Swing Line Lender of any telephonic Swing Line  Loan  Notice,
the Swing Line Lender will confirm with the  Administrative Agent
(by telephone or in writing) that the  Administrative  Agent  has
also received such Swing Line Loan  Notice and, if not, the Swing
Line Lender will notify the Administrative Agent (by telephone or
in  writing)  of  the  contents  thereof.  Unless  the Swing Line
Lender has received notice (by telephone or in writing)  from the
Administrative Agent (including at the  request  of  any  Lender)
prior  to  11:00 a.m.  on  the  date  of  the proposed Swing Line
Borrowing (A) directing the Swing Line  Lender  not  to make such
Swing Line Loan as a result of the limitations set  forth  in the
first proviso to the first sentence of  Section  2.04(a), or  (B)
that one or  more  of  the  applicable  conditions  specified  in
Article IV  is not then satisfied, then, subject to the terms and
conditions  hereof,  the  Swing  Line Lender will, not later than
12:00 p.m. on the borrowing  date  specified  in  such Swing Line
Loan Notice, make the amount of its Swing Line  Loan available to
the Company either (i) at its office by crediting  the account of
the Company on the books of the Swing Line Lender  in immediately
available funds, or (ii) by wire transfer to any  third party for
which the Company has provided wiring instructions  to  the Swing
Line Lender not less than two Business Days prior to  the related
borrowing date.

     (c)  Refinancing of Swing Line Loans.

          (i)  The Swing Line Lender at any time in  its sole and
     absolute  discretion  may  request, on behalf of the Company
     (which hereby  irrevocably  authorizes the Swing Line Lender
     to so request on its  behalf), that each  Lender make a Base
     Rate Committed Loan in an  amount  equal  to  such  Lender's
     Applicable Percentage of the amount of Swing Line Loans then
     outstanding.  Such request shall be made  in  writing (which
     written request shall be  deemed  to  be  a  Committed  Loan
     Notice  for  purposes  hereof)  and   in   accordance   with
     the  requirements  of  Section  2.02,  without regard to the
     minimum  and  multiples  specified therein for the principal
     amount of Base  Rate   Loans,  but subject to the unutilized
     portion  of the Aggregate Commitments and the conditions set
     forth in Section

<PAGE> 45

     4.02.  The Swing Line Lender shall furnish the Company  with
     a  copy  of the  applicable  Committed  Loan Notice promptly
     after  delivering  such  notice to the Administrative Agent.
     Each Lender  shall  make  an  amount equal to its Applicable
     Percentage of the  amount  specified  in such Committed Loan
     Notice available to the  Administrative  Agent  in  Same Day
     Funds  for  the  account  of  the  Swing  Line Lender at the
     Administrative    Agent's   Office   for  Dollar-denominated
     payments not later than 10:00 a.m.  on  the  day   specified
     in such Committed Loan Notice, whereupon, subject to Section
     2.04(c) (ii),  each  Lender  that  so  makes funds available
     shall  be  deemed to have made a Base Rate Committed Loan to
     the  Company in such amount.  The Administrative Agent shall
     remit the funds so received to the Swing Line Lender.

          (ii) If  for  any reason  any Swing Line Loan cannot be
     refinanced  by such a Committed Borrowing in accordance with
     Section 2.04(c)(i), the  request  for  Base  Rate  Committed
     Loans submitted by the Swing Line Lender as set forth herein
     shall be  deemed  to  be  a request by the Swing Line Lender
     that each of the Lenders fund  its risk participation in the
     relevant Swing Line Loan and  each  Lender's  payment to the
     Administrative Agent for  the  account  of  the  Swing  Line
     Lender  pursuant  to  Section  2.04(c)(i)  shall  be  deemed
     payment in respect of such participation.

          (iii) If  any  Lender  fails  to  make available to the
     Administrative  Agent  for  the  account  of  the Swing Line
     Lender any  amount  required  to  be  paid  by  such  Lender
     pursuant to the foregoing provisions of this Section 2.04(c)
     by the time  specified in Section 2.04(c)(i), the Swing Line
     Lender shall be entitled to recover from such Lender (acting
     through the  Administrative  Agent),  on demand, such amount
     with interest  thereon  for  the  period  from the date such
     payment is required to  the  date  on  which such payment is
     immediately available to the Swing Line Lender at a rate per
     annum equal to the applicable  Overnight  Rate  from time to
     time  in  effect,  plus  any  administrative  processing  or
     similar fees customarily charged by the Swing Line Lender in
     connection with the foregoing.  If such  Lender  pays   such
     amount (with interest and fees as aforesaid), the  amount so
     paid shall constitute such Lender's Committed Loan  included
     in the relevant Committed Borrowing or funded  participation
     in the relevant  Swing  Line  Loan,  as  the case may be.  A
     certificate of the Swing Line Lender submitted to any Lender
     (through  the  Administrative  Agent)  with  respect  to any
     amounts  owing  under  this clause (iii) shall be conclusive
     absent manifest error.

          (iv) Each Lender's obligation to make  Committed  Loans
     or to  purchase  and  fund risk participations in Swing Line
     Loans pursuant to this Section 2.04(c) shall be absolute and
     unconditional and shall not be affected by any circumstance,
     including  (A) any setoff, 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 a Default,
     or  (C) any other occurrence, event or condition, whether or
     not similar to any of the foregoing; provided, however, that
     each Lender's obligation to make Committed Loans pursuant to
     this  Section 2.04(c) is subject to the conditions set forth
     in Section  4.02.  No  such  funding  of risk participations
     shall relieve or  otherwise  impair  the  obligation  of the
     Company to repay Swing Line Loans, together with interest as
     provided herein.

<PAGE> 46

     (d)  Repayment of Participations.

          (i)  At  any  time  after  any Lender has purchased and
     funded a risk  participation  in  a  Swing Line Loan, if the
     Swing Line Lender  receives  any  payment on account of such
     Swing Line Loan, the  Swing  Line  Lender will distribute to
     such  Lender  its  Applicable  Percentage  of  such  payment
     (appropriately adjusted, in the case  of  interest payments,
     to reflect the period of time  during  which  such  Lender's
     risk participation was funded) in  the  same  funds as those
     received by the Swing Line Lender.

          (ii) If  any  payment received by the Swing Line Lender
     in respect  of  principal or interest on any Swing Line Loan
     is required to be  returned  by  the Swing Line Lender under
     any  of  the  circumstances   described   in  Section  10.05
     (including pursuant to any settlement entered  into  by  the
     Swing Line Lender in its discretion), each Lender  shall pay
     to the Swing Line Lender its Applicable  Percentage  thereof
     on demand of the Administrative Agent, plus interest thereon
     from  the  date  of  such  demand to the date such amount is
     returned,  at  a  rate  per  annum  equal  to the applicable
     Overnight  Rate.  The  Administrative  Agent  will make such
     demand  upon  the  request  of  the  Swing Line Lender.  The
     obligations of  the  Lenders under this clause shall survive
     the payment in full  of  the Obligations and the termination
     of this Agreement.

     (e)  Interest  for  Account of Swing Line Lender.  The Swing
Line Lender  shall  be  responsible  for  invoicing  the  Company
for interest on the Swing Line Loans.  Until  each  Lender  funds
its  Base  Rate  Committed Loan or risk participation pursuant to
this  Section  2.04  to   refinance   such   Lender's  Applicable
Percentage of any Swing Line  Loan, interest in respect  of  such
Applicable  Percentage  shall  be solely for the  account of  the
Swing  Line Lender.

     (f)  Payments Directly to Swing  Line  Lender.  The  Company
shall  make  all payments of principal and interest in respect of
the Swing Line Loans directly to the Swing Line Lender.

     2.05 Prepayments.  (a) Each  Borrower  may, upon notice from
the Company to the Administrative Agent, at any time or from time
to time voluntarily prepay Committed Loans in whole  or  in  part
without premium or penalty; provided that (i) such notice must be
received  by the Administrative Agent not later than  10:00  a.m.
(A)  three  Business  Days prior to any  date  of  prepayment  of
Eurocurrency Rate Loans denominated in Dollars, (B) four Business
Days (or five, in the case of prepayment of Loans denominated  in
Special  Notice  Currencies) prior to any date of  prepayment  of
Eurocurrency  Rate  Loans denominated in Alternative  Currencies,
and  (C) on the date of prepayment of Base Rate Committed  Loans;
(ii)  any  prepayment of Eurocurrency Rate Loans  denominated  in
Dollars  shall be in a principal amount of $5,000,000 or a  whole
multiple of $1,000,000 in excess thereof; (iii) any prepayment of
Eurocurrency  Rate  Loans denominated in  Alternative  Currencies
shall  be in a minimum principal amount of $5,000,000 or a  whole
multiple of $1,000,000 in excess thereof; and (iv) any prepayment
of  Base  Rate Committed Loans shall be in a principal amount  of
$500,000 or a whole multiple of $100,000 in excess thereof or, in
each  case,  if  less, the entire principal amount  thereof  then
outstanding.  Each such notice shall specify the date and  amount
of  such  prepayment  and the Type(s) of Committed  Loans  to  be
prepaid  and,  if Eurocurrency Rate Loans are to be prepaid,  the
Interest Period(s) of such Loans.  The Administrative Agent  will
promptly  notify each Lender of its receipt of each such  notice,
and  of the amount of such Lender's Applicable Percentage of such
prepayment.   If

<PAGE> 47

such    notice    is     given     by     the     Company,    the
applicable  Borrower shall make such prepayment and  the  payment
amount  specified in such notice shall be due and payable on  the
date  specified  therein.  Any prepayment of a Eurocurrency  Rate
Loan  shall be accompanied by all accrued interest on the  amount
prepaid,  together with any additional amounts required  pursuant
to  Section 3.05.  Each such prepayment shall be applied  to  the
Committed   Loans  of  the  Lenders  in  accordance  with   their
respective Applicable Percentages.

     (b)  The  Company  may, upon notice to the Swing Line Lender
(with  a  copy  to the Administrative Agent), at any time or from
time to time, voluntarily prepay Swing Line Loans in whole or  in
part  without  premium  or penalty; provided that (i) such notice
must be received by  the Swing Line Lender and the Administrative
Agent not later than  10:00 a.m.  on  the date of the prepayment,
and (ii)  any  such  prepayment  shall  be in a minimum principal
amount of  $100,000.  Each such notice shall specify the date and
amount  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.

     (c)  If the Administrative Agent notifies the Company at any
time  that  the  Total  Outstandings  at  such  time  exceed  the
Aggregate  Commitments  then in effect, then, within two Business
Days after  receipt  of  such  notice, the Borrowers shall prepay
Loans and/or  the  Company  shall  Cash  Collateralize  the   L/C
Obligations in an  aggregate  amount  sufficient  to  reduce such
Outstanding Amount as of such date of payment to an amount not to
exceed 100% of the Aggregate Commitments then in effect; provided,
however, that, subject to  the provisions of Section 2.03(g)(ii),
the Company  shall  not be required to Cash Collateralize the L/C
Obligations  pursuant  to  this  Section 2.05(c) unless after the
prepayment in full of the Loans the Total Outstandings exceed the
Aggregate  Commitments  then in effect.  The Administrative Agent
may, at any  time and from time to time after the initial deposit
of such Cash  Collateral, request that additional Cash Collateral
be provided  in  order  to protect against the results of further
exchange rate fluctuations.

     (d)  If the Administrative Agent notifies the Company at any
time  that  the  Outstanding  Amount  of all Loans denominated in
Alternative  Currencies  at  such time  exceeds  the  Alternative
Currency  Sublimit then in effect, then, within two Business Days
after receipt of such notice, the Borrowers shall prepay Loans in
an aggregate  amount sufficient to reduce such Outstanding Amount
as of such date of payment to an amount not to exceed 100% of the
Alternative Currency Sublimit then in effect.

     2.06 Termination or Reduction of  Commitments.  The  Company
may,  upon   notice  to  the  Administrative Agent, terminate the
Aggregate Commitments, or from time to  time  permanently  reduce
the  Aggregate  Commitments;  provided  that  (i) any such notice
shall be  received  by  the  Administrative  Agent not later than
10:00  a.m. five  Business  Days prior to the date of termination
or reduction, (ii)  any  such  partial  reduction  shall be in an
aggregate  amount  of  $10,000,000  or  any  whole  multiple   of
$1,000,000 in  excess  thereof,  (iii)  the  Company  shall   not
terminate  or  reduce  the Aggregate Commitments if, after giving
effect thereto and to any  concurrent  prepayments hereunder, the
Total Outstandings would exceed  the  Aggregate  Commitments, and
(iv) if, after giving effect to any reduction  of  the  Aggregate
Commitments,  the  Alternative  Currency  Sublimit, the Letter of
Credit Sublimit, the  Designated  Borrower  Sublimit or the Swing
Line Sublimit exceeds the amount  of  the  Aggregate Commitments,
such

<PAGE> 48

Sublimit shall be automatically reduced by  the  amount  of  such
excess.  The  Administrative  Agent  will  promptly  notify   the
Lenders of any such  notice  of  termination  or reduction of the
Aggregate   Commitments.  The   amount   of  any  such  Aggregate
Commitment reduction shall  not be  applied  to  the  Alternative
Currency Sublimit  or  the  Letter  of  Credit   Sublimit  unless
otherwise  specified  by  the  Company.   Any  reduction   of the
Aggregate Commitments shall be applied  to the Commitment of each
Lender according to its Applicable Percentage.  All  fees accrued
until the effective  date  of  any  termination  of the Aggregate
Commitments  shall  be  paid  on  the  effective  date   of  such
termination.


     2.07 Repayment  of  Loans.  (a) Each Borrower shall repay to
the Lenders  on  the Maturity Date the aggregate principal amount
of Committed Loans made to such Borrower outstanding on such date.

     (b)  The  Company  shall  repay  each Swing Line Loan on the
earlier  to  occur  of (i) the  date ten Business Days after such
Loan  is made and (ii) the Maturity Date.

     2.08 Interest.  (a) Subject  to the provisions of subsection
(b) below, (i) each Eurocurrency Rate Loan shall bear interest on
the outstanding principal amount thereof for each Interest Period
at  a  rate  per  annum  equal  to the Eurocurrency Rate for such
Interest Period plus the Applicable Rate plus (in the case of   a
Eurocurrency Rate Loan of any Lender which is lent from a Lending
Office in the United Kingdom or a Participating Member State) the
Mandatory  Cost;  (ii) each Base Rate Committed 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  plus  the Applicable Rate; and (iii) 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 plus the Applicable Rate.

     (b)  (i)  If any amount of principal of any Loan is not paid
     when  due  (without regard to any applicable grace periods),
     whether  at  stated maturity, by acceleration or  otherwise,
     such  amount shall thereafter bear interest at a fluctuating
     interest  rate per annum at all times equal to  the  Default
     Rate to the fullest extent permitted by applicable Laws.

          (ii) If any amount (other than principal of  any  Loan)
     payable by any  Borrower under any Loan Document is not paid
     when due  (without  regard to any applicable grace periods),
     whether at  stated  maturity, by  acceleration or otherwise,
     then upon the  request of  the Required Lenders, such amount
     shall thereafter  bear  interest  at  a fluctuating interest
     rate per annum at all times equal to the Default Rate to the
     fullest extent permitted by applicable Laws.

          (iii) Upon  the  request of the Required Lenders, while
     any  Event  of  Default  exists,  the  Borrowers  shall  pay
     interest  on  the  principal  amount   of   all  outstanding
     Obligations hereunder at  a  fluctuating  interest  rate per
     annum at all times equal to the  Default Rate to the fullest
     extent permitted by applicable Laws.

          (iv) Accrued  and  unpaid  interest on past due amounts
     (including  interest on past due interest)  shall be due and
     payable upon demand.

<PAGE> 49

     (c)  Interest  on  each  Loan  shall  be  due and payable in
arrears on  each  Interest Payment Date applicable thereto and at
such  other times as may be specified herein.  Interest hereunder
shall be  due  and  payable  in  accordance with the terms hereof
before and after judgment, and  before and after the commencement
of any proceeding under any Debtor Relief Law.

     (d)  For  the  purposes  of  the  Interest Act (Canada), (i)
whenever  a  rate of interest or fee rate hereunder is calculated
on the  basis  of  a year (the "deemed year") that contains fewer
days than  the  actual  number  of  days  in the calendar year of
calculation, such rate of interest or fee rate shall be expressed
as a yearly rate by multiplying such rate of interest or fee rate
by the  actual number of days in the calendar year of calculation
and  dividing  it  by the number of days in the deemed year, (ii)
the  principle of deemed reinvestment of interest shall not apply
to  any  interest  calculation  hereunder  and (iii) the rates of
interest stipulated herein are  intended  to be nominal rates and
not effective rates or yields.

     2.09 Fees.  In  addition  to  certain   fees   described  in
subsections (i) and (j) of Section 2.03:

     (a)  Facility   Fee.  The   Company   shall   pay   to   the
Administrative  Agent  for  the   account  of  each   Lender   in
accordance  with  its  Applicable   Percentage, a facility fee in
Dollars  equal  to  the  Applicable  Rate  times the actual daily
amount   of   the   Aggregate  Commitments  (or, if the Aggregate
Commitments have terminated, on  the   Outstanding  Amount of all
Committed Loans,  Swing  Line   Loans  and    L/C   Obligations),
regardless of usage.   The  facility  fee  shall  accrue   at all
times      during      the      Availability      Period     (and
thereafter  so long as any Committed Loans, Swing Line  Loans  or
L/C Obligations remain outstanding), including at any time during
which one or more of the conditions in Article IV is not met, and
shall  be  due  and  payable quarterly in  arrears  on  the  last
Business  Day  of  each  March,  June,  September  and  December,
commencing  with the first such date to occur after  the  Closing
Date, and on the Maturity Date (and, if applicable, thereafter on
demand).   The  facility  fee shall be  calculated  quarterly  in
arrears, and if there is any change in the Applicable Rate during
any  quarter,  the  actual daily amount  shall  be  computed  and
multiplied  by  the Applicable Rate separately  for  each  period
during such quarter that such Applicable Rate was in effect.

     (b)  Other Fees.  (i) The  Company  shall pay to BAS and the
Administrative  Agent  for  their  own  respective  accounts,  in
Dollars, fees in the amounts and at the times  specified  in  the
Fee Letter.  Such fees shall be fully earned  when paid and shall
not be refundable for any reason whatsoever.

     (ii)  The Company shall pay to the Lenders, in Dollars, such
fees as shall have been separately agreed upon in writing in  the
amounts and at the times so specified.  Such fees shall be  fully
earned  when  paid  and shall not be refundable  for  any  reason
whatsoever.

     2.10  Computation   of   Interest   and   Fees;  Retroactive
Adjustments of Applicable Rate.  (a) All computations of interest
for Base  Rate Loans  when  the  Base Rate is determined by  Bank
of  America's  "prime  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 fees and interest shall be made on the
basis of a 360-day year and actual days elapsed (which results in
more  fees or  interest, as


<PAGE> 50

applicable, being paid than if computed  on  the basis  of a 365-
day year), or, in the case of interest in  respect  of  Committed
Loans   denominated   in    Alternative    Currencies    as    to
which  market practice differs from the foregoing, in  accordance
with  such  market practice.  Interest shall accrue on each  Loan
for the day on which the Loan is made, and shall not accrue on  a
Loan,  or any portion thereof, for the day on which the  Loan  or
such  portion is paid, provided that any Loan that is  repaid  on
the  same  day  on  which it is made shall,  subject  to  Section
2.12(a),  bear interest for one day.  Each determination  by  the
Administrative  Agent of an interest rate or fee hereunder  shall
be  conclusive  and  binding  for all purposes,  absent  manifest
error.

     (b)  If,  as  a  result  of  any  restatement  of  or  other
adjustment to the  financial statements of the Company or for any
other reason, the  Company  or the Lenders determine that (i) the
Consolidated  Leverage  Ratio  as calculated by the Company as of
any  applicable  date   was   inaccurate   and   (ii)   a  proper
calculation  of  the  Consolidated  Leverage  Ratio  would   have
resulted in higher pricing for   such   period,   each   Borrower
shall immediately and  retroactively  be  obligated to pay to the
Administrative Agent for the account of the applicable Lenders or
the L/C Issuer, as  the  case  may be,  promptly on demand by the
Administrative Agent (or,  after  the  occurrence of an actual or
deemed entry of an order for relief with  respect to any Borrower
under  Debtor  Relief  Laws  automatically  and   without further
action by the  Administrative  Agent,   any   Lender  or  the L/C
Issuer), an amount equal to the excess  of the amount of interest
and fees that should have  been paid  for  such  period  over the
amount  of  interest  and  fees  actually  paid  for such period.
This paragraph shall not limit the rights  of the  Administrative
Agent, any Lender or  the  L/C Issuer,  as the case may be, under
Section 2.03(c)(iii),  2.03(i) or 2.08(b) or under  Article VIII.
The Company's  obligations under  this  paragraph  shall  survive
the  termination  of  the Aggregate Commitments and the repayment
of all other Obligations hereunder.

     2.11 Evidence of Debt.  (a)  The  Credit  Extensions made by
each Lender shall be evidenced by one or more accounts or records
maintained by such Lender and by the Administrative Agent in  the
ordinary  course of business.  The accounts or records maintained
by  the  Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Credit Extensions made
by  the  Lenders to the Borrowers and the interest  and  payments
thereon.  Any failure to so record or any error in doing so shall
not,  however,  limit or otherwise affect the obligation  of  the
Borrowers hereunder to pay any amount owing with respect  to  the
Obligations.   In the event of any conflict between the  accounts
and records maintained by any Lender and the accounts and records
of  the  Administrative Agent in respect  of  such  matters,  the
accounts and records of the Administrative Agent shall control in
the absence of manifest error.  Upon the request of any Lender to
a  Borrower made through the Administrative Agent, such  Borrower
shall   execute   and  deliver  to  such  Lender   (through   the
Administrative Agent) a Note, which shall evidence such  Lender's
Loans  to  such Borrower in addition to such accounts or records.
Each  Lender  may attach schedules to a Note and endorse  thereon
the date, Type (if applicable), amount, currency and maturity  of
its Loans and payments with respect thereto.

     (b)  In addition to the accounts and records referred to  in
subsection  (a), each Lender and the Administrative  Agent  shall
maintain  in  accordance  with its  usual  practice  accounts  or
records  evidencing the purchases and sales  by  such  Lender  of
participations in Letters of Credit and Swing Line Loans.  In the
event of any conflict between the accounts and records maintained
by  the Administrative Agent and the accounts and records of  any
Lender  in  respect of such

<PAGE> 51

matters,  the  accounts  and  records of the Administrative Agent
shall control in the absence of manifest error.

     2.12 Payments Generally; Administrative Agent's Clawback.(a)
General.  All payments to be made by the Borrowers shall be  made
without  condition  or  deduction for any counterclaim,  defense,
recoupment  or  setoff.  Except as otherwise  expressly  provided
herein  and  except with respect to principal of and interest  on
Loans denominated in an Alternative Currency, all payments by the
Borrowers  hereunder  shall be made to the Administrative  Agent,
for  the  account of the respective Lenders to which such payment
is  owed,  at  the  applicable Administrative Agent's  Office  in
Dollars  and in Same Day Funds not later than 11:00 a.m.  on  the
date  specified  herein.  Except as otherwise expressly  provided
herein,  all payments by the Borrowers hereunder with respect  to
principal  and  interest on Loans denominated in  an  Alternative
Currency  shall  be  made to the Administrative  Agent,  for  the
account of the respective Lenders to which such payment is  owed,
at   the   applicable  Administrative  Agent's  Office  in   such
Alternative  Currency and in Same Day Funds not  later  than  the
Applicable  Time  specified by the Administrative  Agent  on  the
dates  specified herein. Without limiting the generality  of  the
foregoing, the Administrative Agent may require that any payments
due  under this Agreement be made in the United States.  If,  for
any reason, any Borrower is prohibited by any Law from making any
required  payment  hereunder  in an  Alternative  Currency,  such
Borrower  shall  make  such  payment in  Dollars  in  the  Dollar
Equivalent  of  the  Alternative Currency  payment  amount.   The
Administrative Agent will promptly distribute to each Lender  its
Applicable  Percentage  (or other applicable  share  as  provided
herein)  of  such  payment  in like funds  as  received  by  wire
transfer  to such Lender's Lending Office.  All payments received
by  the Administrative Agent (i) after 11:00 a.m., in the case of
payments  in Dollars, or (ii) after the Applicable Time specified
by  the  Administrative  Agent in the  case  of  payments  in  an
Alternative  Currency, shall in each case be deemed  received  on
the  next succeeding Business Day and any applicable interest  or
fee  shall continue to accrue.  If any payment to be made by  any
Borrower  shall  come  due on a day other than  a  Business  Day,
payment  shall  be made on the next following Business  Day,  and
such  extension of time shall be reflected in computing  interest
or fees, as the case may be.

     (b)   (i)  Funding by Lenders; Presumption by Administrative
Agent.   Unless  the  Administrative Agent  shall  have  received
notice  from a Lender prior to the proposed date of any Committed
Borrowing  of  Eurocurrency Rate Loans (or, in the  case  of  any
Committed  Borrowing of Base Rate Loans, prior to 12:00  p.m.  on
the  date of such Committed Borrowing) that such Lender will  not
make available to the Administrative Agent such Lender's share of
such  Committed  Borrowing, the Administrative Agent  may  assume
that  such Lender has made such share available on such  date  in
accordance  with  Section 2.02 (or, in the case  of  a  Committed
Borrowing  of  Base Rate Loans, that such Lender  has  made  such
share  available in accordance with and at the time  required  by
Section  2.02)  and may, in reliance upon such  assumption,  make
available to the applicable Borrower a corresponding amount.   In
such  event,  if a Lender has not in fact made its share  of  the
applicable  Committed Borrowing available to  the  Administrative
Agent,  then  the  applicable Lender and the applicable  Borrower
severally  agree to pay to the Administrative Agent forthwith  on
demand  such corresponding amount in Same Day Funds with interest
thereon, for each day from and including the date such amount  is
made  available  to such Borrower to but excluding  the  date  of
payment  to  the Administrative Agent, at (A) in the  case  of  a
payment  to be made by such Lender, the Overnight Rate, plus  any
administrative, processing or

<PAGE> 52

similar fees customarily charged by the   Administrative Agent in
connection with the foregoing,   and (B) in the case of a payment
to be made by such Borrower,  the interest   rate  applicable  to
Base Rate Loans.  If such  Borrower and  such  Lender   shall pay
such interest to the  Administrative  Agent  for  the same  or an
overlapping period, the Administrative Agent shall promptly remit
to such Borrower the  amount  of  such  interest  paid  by   such
Borrower for such period.  If such  Lender  pays   its  share  of
the applicable Committed  Borrowing to the Administrative  Agent,
then the amount so paid shall constitute such Lender's  Committed
Loan  included  in  such   Committed Borrowing.  Any  payment  by
such  Borrower  shall  be  without  prejudice  to  any claim such
Borrower may have against a Lender that shall have failed to make
such payment to the Administrative Agent.

     (ii)  Payments  by Borrowers; Presumptions by Administrative
Agent.   Unless  the  Administrative Agent  shall  have  received
notice from a Borrower prior to the date on which any payment  is
due to the Administrative Agent for the account of the Lenders or
the  L/C  Issuer hereunder that such Borrower will not make  such
payment,  the Administrative Agent may assume that such  Borrower
has  made  such payment on such date in accordance  herewith  and
may,  in reliance upon such assumption, distribute to the Lenders
or  the L/C Issuer, as the case may be, the amount due.  In  such
event,  if such Borrower has not in fact made such payment,  then
each  of  the  Lenders or the L/C Issuer, as  the  case  may  be,
severally  agrees to repay to the Administrative Agent  forthwith
on  demand  the amount so distributed to such Lender or  the  L/C
Issuer,  in  Same Day Funds with interest thereon, for  each  day
from  and including the date such amount is distributed to it  to
but excluding the date of payment to the Administrative Agent, at
the Overnight Rate.

     A  notice  of  the  Administrative Agent to  any  Lender  or
Borrower  with respect to any amount owing under this  subsection
(b) shall be conclusive, absent manifest error.

     (c)  Failure to Satisfy Conditions Precedent.  If any Lender
makes available to the Administrative Agent funds for any Loan to
be  made  by  such  Lender to any Borrower  as  provided  in  the
foregoing provisions of this Article II, and such funds  are  not
made  available  to  such  Borrower by the  Administrative  Agent
because  the  conditions to the applicable Credit  Extension  set
forth  in  Article IV are not satisfied or waived  in  accordance
with the terms hereof, the Administrative Agent shall return such
funds  (in  like  funds  as received from such  Lender)  to  such
Lender, without interest.

     (d)  Obligations of Lenders Several.  The obligations of the
Lenders hereunder to make Committed Loans, to fund participations
in  Letters  of  Credit and Swing Line Loans and to make payments
pursuant to  Section  10.04(c) are  several  and  not joint.  The
failure of any Lender to make any Committed  Loan,  to  fund  any
such participation or to make any payment  under Section 10.04(c)
on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to  do  so  on  such date, and no
Lender shall be responsible for the failure of  any  other Lender
to so make its Committed Loan, to  purchase its  participation or
to make its payment under Section 10.04(c).

     (e)  Funding Source.  Nothing  herein  shall  be  deemed  to
obligate  any  Lender  to  obtain  the funds  for any Loan in any
particular  place  or manner or to constitute a representation by
any

<PAGE> 53

Lender that it has obtained or will obtain the funds for any Loan
in any particular place or manner.

     2.13 Sharing of Payments by Lenders. If any Lender shall, by
exercising  any  right  of setoff or counterclaim  or  otherwise,
obtain payment in respect of any principal of or interest on  any
of  the Committed Loans made by it, or the participations in  L/C
Obligations or in Swing Line Loans held by it resulting  in  such
Lender's  receiving  payment  of a proportion  of  the  aggregate
amount  of  such  Committed Loans or participations  and  accrued
interest  thereon  greater than its pro  rata  share  thereof  as
provided   herein,  then  the  Lender  receiving   such   greater
proportion  shall  (a) notify the Administrative  Agent  of  such
fact, and (b) purchase (for cash at face value) participations in
the  Committed Loans and subparticipations in the L/C Obligations
and  Swing  Line Loans of the other Lenders, or make  such  other
adjustments  as  shall be equitable, so that the benefit  of  all
such  payments  shall  be  shared  by  the  Lenders  ratably   in
accordance with the aggregate amount of principal of and  accrued
interest  on  their respective Committed Loans and other  amounts
owing them, provided that:

          (i)  if  any  such  participations or subparticipations
     are  purchased  and all or any portion of the payment giving
     rise   thereto   is   recovered,   such   participations  or
     subparticipations  shall be rescinded and the purchase price
     restored to the extent  of such  recovery, without interest;
     and

          (ii) the  provisions  of  this  Section  shall  not  be
     construed to  apply  to  (x)  any payment made by a Borrower
     pursuant to and in accordance with the express terms of this
     Agreement  or  (y) any  payment  obtained  by  a  Lender  as
     consideration  for  the  assignment   of   or   sale   of  a
     participation   in   any   of   its   Committed   Loans   or
     subparticipations  in L/C Obligations or Swing Line Loans to
     any  assignee  or  participant, other than to the Company or
     any  Subsidiary thereof  (as to which the provisions of this
     Section shall apply).

     Each  Borrower consents to the foregoing and agrees, to  the
extent  it may effectively do so under applicable law,  that  any
Lender  acquiring  a  participation  pursuant  to  the  foregoing
arrangements may exercise against such Borrower rights of  setoff
and  counterclaim with respect to such participation as fully  as
if  such  Lender were a direct creditor of such Borrower  in  the
amount of such participation.

     2.14 Designated Borrowers.  (a) Effective  as  of  the  date
hereof Merriam Financial Services, Ltd., a Bermuda exempt company,
shall be a  "Designated Borrower" hereunder and may receive Loans
for its account on the terms and conditions  set  forth  in  this
Agreement.

     (b)  The Company may at any time,  upon  not  less  than  15
Business  Days'   notice   from the Company to the Administrative
Agent (or  such   shorter  period  as  may  be  agreed   by   the
Administrative Agent  in   its  sole  discretion),  designate any
additional Subsidiary of the Company (an "Applicant Borrower") as
a Designated Borrower to receive Loans hereunder by delivering to
the   Administrative   Agent  (which   shall   promptly   deliver
counterparts  thereof to  each Lender) a duly executed notice and
agreement in substantially the  form  of Exhibit G (a "Designated
Borrower Request and Assumption  Agreement").  The parties hereto
acknowledge and agree  that  prior  to  any  Applicant   Borrower
becoming entitled to utilize the credit facilities provided for

<PAGE> 54

herein the Administrative Agent  and  the   Lenders   shall  have
received    (i)    in    the    case     of     any     Applicant
Borrower  that  is  a  Foreign Subsidiary,  an  executed  Company
Guaranty  and  (ii) in the case of all Applicant Borrowers,  such
supporting  resolutions,  incumbency  certificates,  opinions  of
counsel and other documents or information, each in form, content
and scope reasonably satisfactory to the Administrative Agent, as
may  be  required  by the Administrative Agent  or  the  Required
Lenders  in their sole discretion, and Notes signed by  such  new
Borrowers  to  the  extent  any  Lenders  so  require.   If   the
Administrative  Agent  and the Required  Lenders  agree  that  an
Applicant  Borrower shall be entitled to receive Loans hereunder,
then   promptly   following  receipt  of   all   such   requested
resolutions,  incumbency certificates, opinions  of  counsel  and
other  documents or information, the Administrative  Agent  shall
send  a  notice  in  substantially  the  form  of  Exhibit  H  (a
"Designated  Borrower  Notice") to the Company  and  the  Lenders
specifying  the effective date upon which the Applicant  Borrower
shall  constitute  a  Designated Borrower  for  purposes  hereof,
whereupon  each  of the Lenders agrees to permit such  Designated
Borrower  to receive Loans hereunder, on the terms and conditions
set  forth  herein,  and  each of the parties  agrees  that  such
Designated  Borrower  otherwise  shall  be  a  Borrower  for  all
purposes  of  this  Agreement; provided that  no  Committed  Loan
Notice or Letter of Credit Application may be submitted by or  on
behalf  of such Designated Borrower until the date five  Business
Days after such effective date.

     (c)  The  Obligations  of  the  Company  and each Designated
Borrower that is a Domestic Subsidiary shall be joint and several
in  nature with respect to Committed Loans made to any Designated
Borrower.   The  Obligations of all Designated Borrowers that are
Foreign Subsidiaries shall be several in nature.

     (d)  Each Subsidiary   of  the  Company that is or becomes a
"Designated  Borrower"  pursuant  to  this  Section  2.14  hereby
irrevocably  appoints  the  Company as its agent for all purposes
relevant to this Agreement and  each of the other Loan Documents,
including  (i)  the  giving and  receipt  of  notices,  (ii)  the
execution  and  delivery  of  all   documents,   instruments  and
certificates contemplated herein  and  all  modifications hereto,
and (iii) the receipt of the proceeds of  any  Loans  made by the
Lenders,  to  any  such   Designated   Borrower   hereunder.  Any
acknowledgment, consent, direction, certification or other action
which might otherwise be  valid  or  effective  only  if given or
taken by all Borrowers, or by each Borrower acting  singly, shall
be valid and effective if given or  taken  only  by  the Company,
whether  or  not  any  such  other  Borrower  joins therein.  Any
notice,    demand,     consent,     acknowledgement,   direction,
certification or other  communication delivered to the Company in
accordance with the  terms  of  this Agreement shall be deemed to
have been delivered to each Designated Borrower.

     (e)  The Company  may  from time to time, upon not less than
15  Business  Days' notice from the Company to the Administrative
Agent (or   such   shorter  period  as   may  be  agreed  by  the
Administrative  Agent  in  its  sole  discretion),  terminate   a
Designated Borrower's status as such, provided that there are  no
outstanding Loans payable by such Designated Borrower,  or  other
amounts payable by such Designated Borrower  on  account  of  any
Loans made to it, and there are no outstanding  Letters of Credit
issued for the benefit of such Designated  Borrower,  as  of  the
effective date of such termination. The Administrative Agent will
promptly  notify  the  Lenders  of  any  such  termination  of  a
Designated Borrower's status.

<PAGE> 55

     2.15 Increase in Commitments.

     (a)  Request for Increase.  Provided there exists no Default
and the Company has made no voluntary reduction of the  Aggregate
Commitments  pursuant  to  Section  2.06,  upon  notice  to   the
Administrative Agent (which shall promptly notify  the  Lenders),
the  Company  may from time to time, request an increase  in  the
Aggregate  Commitments by an amount (for all such  requests)  not
exceeding $50,000,000; provided that (i) any such request for  an
increase  shall be in a minimum amount of $15,000,000,  and  (ii)
the  Company may make a maximum of three such requests.   At  the
time  of  sending such notice, the Company (in consultation  with
the  Administrative Agent) shall specify the time  period  within
which  each  Lender is requested to respond (which  shall  in  no
event be less than ten Business Days from the date of delivery of
such notice to the Lenders).

     (b)  Lender Elections to Increase.  Each Lender shall notify
the Administrative Agent within such time period whether  or  not
it agrees to increase its Commitment and, if so,  whether  by  an
amount  equal  to,  greater  than, or less  than  its  Applicable
Percentage of such requested increase.  Any Lender not responding
within  such  time  period shall be deemed to  have  declined  to
increase its Commitment.

     (c)  Notification   by   Administrative   Agent;  Additional
Lenders. The  Administrative  Agent  shall notify the Company and
each Lender  of  the  Lenders'  responses  to  each  request made
hereunder.  To  achieve  the  full amount of a requested increase
and subject to  the approval  of the Administrative Agent and the
L/C Issuers  (which approvals shall not be unreasonably withheld,
conditioned  or delayed),  the Company may also invite additional
Eligible  Assignees  to  become  Lenders  pursuant  to  a joinder
agreement in   form   and   substance   satisfactory     to   the
Administrative Agent and its counsel.

     (d)  Effective  Date  and  Allocations.   If  the  Aggregate
Commitments are increased in accordance with  this  Section,  the
Administrative   Agent   and   the  Company  shall  determine the
effective date (the "Increase  Effective  Date")  and  the  final
allocation of  such  increase.  The  Administrative  Agent  shall
promptly  notify  the  Company  and  the  Lenders  of  the  final
allocation of such increase and the Increase Effective Date.

     (e)  Conditions  to   Effectiveness   of   Increase.   As  a
condition  precedent  to such increase, the Company shall deliver
to the  Administrative  Agent  a  certificate  dated  as  of  the
Increase  Effective  Date  (in sufficient copies for each Lender)
signed by a  Responsible Officer (i) certifying and attaching the
resolutions  adopted  by the Borrowers approving or consenting to
such  increase, and (ii) certifying that, before and after giving
effect to such increase, (A) the  representations  and warranties
contained in Article V and the other Loan Documents  are true and
correct in all material  respects  on  and  as  of  the  Increase
Effective Date, except to  the  extent  that such representations
and warranties specifically refer  to  an  earlier date, in which
case they are true  and  correct  in  all material respects as of
such earlier date,  and  except that for purposes of this Section
2.15, the representations and warranties contained in subsections
(a) and (b) of Section  5.05 shall be deemed to refer to the most
recent statements  furnished  pursuant  to  clauses  (a) and (b),
respectively, of  Section 6.01,  and  (B) no Default exists.  The
Borrowers shall prepay any Committed  Loans  outstanding  on  the
Increase Effective Date (and pay any additional amounts  required
pursuant to Section 3.05) to the  extent  necessary  to  keep the
outstanding

<PAGE> 56

Committed Loans ratable with any revised Applicable   Percentages
arising from any nonratable  increase  in  the  Commitments under
this Section.

     (f)  Conflicting Provisions.   This  Section shall supersede
any provisions in Sections 2.13 or 10.01 to the contrary.

                                  ARTICLE III.
                    TAXES, YIELD PROTECTION AND ILLEGALITY

     3.01 Taxes.

     (a)  Payments  Free  of  Taxes;  Obligation   to   Withhold;
Payments on Account of Taxes.

          (i)  Any  and  all  payments  by  or on account  of any
     obligation of the  respective  Borrowers  hereunder or under
     any other  Loan  Document  shall  to the extent permitted by
     applicable Laws be made  free  and  clear  of  and   without
     reduction  or  withholding  for  any  Taxes.  If,   however,
     applicable Laws require any Borrower or the   Administrative
     Agent to withhold or deduct  any  Tax,  such  Tax  shall  be
     withheld  or  deducted  in  accordance  with  such  Laws  as
     determined  by such Borrower or the Administrative Agent, as
     the  case  may  be,  upon  the  basis  of  the   information
     and documentation to be delivered pursuant to subsection (e)
     below.

          (ii) If any Borrower or the  Administrative Agent shall
     be  required  by  the  Code to withhold or deduct any Taxes,
     including  both United States Federal backup withholding and
     withholding  taxes,  from   any   payment,   then   (A)  the
     Administrative Agent shall withhold  or make such deductions
     as are determined by the Administrative Agent to be required
     based upon the information and documentation it has received
     pursuant to subsection (e)  below,  (B)  the  Administrative
     Agent shall timely pay the full  amount withheld or deducted
     to the relevant Governmental  Authority  in  accordance with
     the  Code,  and  (C)  to the  extent that the withholding or
     deduction is made on account of Indemnified Taxes  or  Other
     Taxes, the sum payable by such Borrower shall  be  increased
     as necessary so that after any required withholding  or  the
     making  of  all  required  deductions  (including deductions
     applicable  to  additional  sums payable under this Section)
     the  Administrative Agent, Lender or L/C Issuer, as the case
     may be,  receives  an  amount equal to the sum it would have
     received had no such withholding or deduction been made.

          (iii) If any Borrower or the Administrative Agent shall
     be  required  by  any applicable Laws other than the Code to
     withhold or deduct any Taxes from any payment, then (A) such
     Borrower or  the  Administrative  Agent, as required by such
     Laws, shall  withhold  or  make   such   deductions  as  are
     determined by it to be  required  based upon the information
     and documentation it has received pursuant to subsection (e)
     below, (B) such Borrower or the Administrative Agent, to the
     extent required by such Laws, shall make such deductions and
     (iii) such Borrower shall timely  pay  the  full  amount  so
     withheld  or  deducted  by  it  to the relevant Governmental
     Authority  in  accordance  with  such  Laws,  and (C) to the
     extent  that the withholding or deduction is made on account
     of Indemnified Taxes or Other Taxes, the sum payable by such
     Borrower shall be increased as necessary

<PAGE> 57

     so that after any required  withholding or the making of all
     required  deductions  (including  deductions  applicable  to
     additional   sums   payable    under   this   Section)   the
     Administrative Agent, Lender or L/C Issuer,  as the case may
     be, receives an amount  equal  to  the  sum  it  would  have
     received  had  no  such  withholding or deduction been made.
     (iv)  Notwithstanding  the foregoing, no Designated Borrower
     that  is  a  Foreign  Subsidiary  is  required  to  make  an
     increased payment  to  the Administrative Agent, a Lender or
     an L/C Issuer under this Section 3.01(a) for a Tax Deduction
     in respect of a tax imposed  by  the  United  Kingdom from a
     payment of interest on a Loan, if on  the  date on which the
     payment falls due:

               (A)  the  payment  could  have  been  made  to the
          Administrative  Agent,  Lender  or  L/C  Issuer without
          a Tax Deduction if such Administrative Agent, Lender or
          L/C Issuer was a Qualifying  Lender,  but  on that date
          such Administrative Agent,  Lender  or  L/C  Issuer, as
          applicable,  is  not  or  has ceased to be a Qualifying
          Lender  other  than as a result of any change after the
          date it became the Administrative Agent, a Lender or an
          L/C  Issuer  under   this   Agreement  in  (or  in  the
          interpretation, administration, or  application of) any
          law or Treaty, or any published practice or  concession
          of any relevant taxing authority; or

               (B)  (i) the relevant Administrative Agent, Lender
          or L/C Issuer is a Qualifying Lender  solely under sub-
          paragraph (b) of the  definition  of Qualifying Lender;
          (ii) the Board of the Inland Revenue has given (and not
          revoked) a direction (a "Direction") under section 349C
          of the Taxes Act (as that provision has effect  on  the
          date  on  which the Administrative Agent, Lender or L/C
          Issuer  became a party to this Agreement) which relates
          to that  payment  and  that  the  Administrative Agent,
          Lender or L/C Issuer  has received from such Designated
          Borrower that is a Foreign  Subsidiary a certified copy
          of that Direction; and (iii) the  payment  could   have
          been made to such Designated Borrower that is a Foreign
          Subsidiary  without any Tax Deduction in the absence of
          that Direction;

               (C)  the  Administrative  Agent,  Lender  or   L/C
          Issuer, as  applicable,  is  a Qualifying Lender solely
          under subparagraph (b)  of the definition of Qualifying
          Lender and it has not,  other  than  by  reason  of any
          change after the date of this Agreement in (or  in  the
          interpretation,  administration, or application of) any
          law,  or  any  published  practice or concession of any
          relevant  taxing authority, given a Tax Confirmation to
          such Designated  Borrower that is a Foreign Subsidiary;
          or

               (D)  the  Administrative  Agent,  Lender  or   L/C
          Issuer, as  applicable,  is  a  Treaty Lender  and such
          Designated Borrower that is a Foreign Subsidiary making
          the  payment  is  able   to    demonstrate    to    the
          Administrative  Agent,  such  Lender  or L/C Issuer, as
          applicable,  with  a  certificate  or  other supporting
          evidence from  the  appropriate Governmental Authority,
          that  the  payment  could  have  been   made   to   the
          Administrative   Agent,   Lender   or  L/C  Issuer,  as
          applicable,   without   the   Tax   Deduction  had  the
          Administrative  Agent,  such  Lender  or   L/C   Issuer
          completed all

<PAGE> 58

          procedural  formalities  necessary  for such Designated
          Borrower  that  is  a  Foreign  Subsidiary  to   obtain
          authorization  to  make  that  payment  without  a  Tax
          Deduction.

     (b)  Payment  of  Other  Taxes  by  the  Borrowers.  Without
limiting the provisions of  subsection (a) above,  each  Borrower
shall  timely  pay  any  Other Taxes to the relevant Governmental
Authority in accordance with applicable Laws.

     (c)  Tax Indemnifications.

          (i)  Without limiting the provisions of subsection  (a)
     or  (b)  above,  each  Borrower   shall,  and  does  hereby,
     indemnify  the Administrative Agent, each Lender and the L/C
     Issuer, and shall make payment in respect thereof within ten
     days after demand  therefor,  for  the  full  amount  of any
     Indemnified Taxes  or  Other  Taxes  (including  Indemnified
     Taxes or Other Taxes imposed or asserted  on or attributable
     to  amounts  payable   under  this  Section)   withheld   or
     deducted by  such  Borrower  or  the Administrative Agent or
     paid by the Administrative Agent, such  Lender  or  the  L/C
     Issuer, as the case may be, and any penalties,  interest and
     reasonable  expenses  arising  therefrom  or  with   respect
     thereto,  whether  or  not  such  Indemnified Taxes or Other
     Taxes  were correctly or legally imposed or asserted by  the
     relevant  Governmental  Authority  provided,  that  if   the
     applicable Borrower reasonably believes that such Taxes were
     not correctly  or  legally  asserted,  the Lender or the L/C
     Issuer, as the case  may  be, will use reasonable efforts to
     cooperate with  such  Borrower  to  obtain  a refund of such
     Taxes so long as such efforts  would not,  in the reasonable
     determination of the Lender or the  L/C  Issuer, as the case
     may be, result in any additional costs, expenses or risks or
     otherwise be disadvantageous  to it.  Each  Borrower   shall
     also,  and  does  hereby,  indemnify   the    Administrative
     Agent, and shall make payment in respect thereof  within ten
     days after demand therefor, for any amount which a Lender or
     the L/C Issuer for any reason fails to  pay  indefeasibly to
     the  Administrative Agent as required by clause (ii) of this
     subsection.  A  certificate  as  to  the  amount of any such
     payment or  liability delivered to a Borrower by a Lender or
     the L/C Issuer (with a copy to the Administrative Agent), or
     by the  Administrative  Agent on its own behalf or on behalf
     of a Lender  or  the L/C Issuer,  shall be conclusive absent
     manifest error.

          (ii) Without limiting the provisions  of subsection (a)
     or (b) above, each Lender and the L/C Issuer shall, and does
     hereby, indemnify each Borrower and the Administrative Agent,
     and shall  make  payable  in respect thereof within ten days
     after demand  therefore,  against  any and all Taxes and any
     and all  related  losses,  claims,  liabilities,  penalties,
     interest  and  expenses  (including  the  fees,  charges and
     disbursements  of  any  counsel  for  any  Borrower  or  the
     Administrative  Agent)  incurred  by or asserted against any
     Borrower or the  Administrative  Agent  by  any Governmental
     Authority as a direct result of the failure  by  such Lender
     or  the  L/C Issuer, as the case may be, to deliver, or as a
     direct result of the inaccuracy, inadequacy or deficiency of,
     any documentation required to be delivered by such Lender or
     the L/C  Issuer, as the case may be, to such Borrower or the
     Administrative  Agent  pursuant  to  subsection  (e).   Each
     Lender   and   the   L/C  Issuer   hereby   authorizes   the
     Administrative Agent to set  off  and  apply  any  and   all
     amounts at any time owing to such  Lender or the L/C Issuer,
     as the case may be, under this  Agreement  or any other Loan
     Document against any amount due to

<PAGE> 59

     the  Administrative  Agent  under  this  clause   (ii).  The
     agreements  in the clause (ii) shall survive the resignation
     and/or  replacement  of  the   Administrative   Agent,   any
     assignment of rights by,  or the replacement of, a Lender or
     the L/C Issuer, the termination of the Aggregate Commitments
     and the repayment,  satisfaction  or  discharge of all other
     Obligations.

     (d)  Evidence of Payments. Upon request by a Borrower or the
Administrative  Agent, as the case may be, after any  payment  of
Taxes  by  such  Borrower  or by the Administrative  Agent  to  a
Governmental  Authority as provided in this  Section  3.01,  such
Borrower  shall  deliver  to  the  Administrative  Agent  or  the
Administrative Agent shall deliver to such Borrower, as the  case
may  be, the original or a certified copy of a receipt issued  by
such  Governmental Authority evidencing such payment, a  copy  of
any  return  required  by Laws to report such  payment  or  other
evidence of such payment reasonably satisfactory to such Borrower
or the Administrative Agent, as the case may be.

     (e)  Status of Lenders; Tax Documentation.

          (i)  Each  Lender  shall  deliver to the Company and to
     the Administrative Agent, at the time or times prescribed by
     applicable Laws or when reasonably requested  by the Company
     or  the  Administrative  Agent,  such properly completed and
     executed  documentation  prescribed by applicable Laws or by
     the taxing  authorities  of  any jurisdiction and such other
     reasonably requested information as will permit the  Company
     or the  Administrative  Agent,  as  the  case  may  be,   to
     determine (A) whether or not payments made by the respective
     Borrowers  hereunder  or  under any  other Loan Document are
     subject to Taxes,  (B)  if  applicable, the required rate of
     withholding or deduction,  and (C) such Lender's entitlement
     to any available exemption from, or reduction of, applicable
     Taxes in respect of all  payments  to be made to such Lender
     by the respective Borrowers  pursuant  to  this Agreement or
     otherwise to establish  such Lender's status for withholding
     tax purposes in the applicable jurisdictions.

          (ii)  Without limiting the generality of the foregoing,
     if  a   Borrower   is   resident   for  tax purposes  in the
     United States,

               (A)  any   Lender   that   is   a   "United States
          person" within the  meaning  of  Section 7701(a)(30) of
          the  Code  shall  deliver  to  the  Company  and    the
          Administrative  Agent  executed  originals  of Internal
          Revenue Service Form W-9 or such other documentation or
          information prescribed by applicable Laws or reasonably
          requested by the Company or the Administrative Agent as
          will enable such  Borrower or the Administrative Agent,
          as the case may be, to  determine  whether  or not such
          Lender is subject to backup  withholding or information
          reporting requirements; and

               (B)  Each Foreign  Lender  that  is entitled under
          the Code or any  applicable treaty to an exemption from
          or  reduction  of   withholding  tax  with  respect  to
          payments hereunder  or  under  any  other Loan Document
          shall  deliver  to  the  Company and the Administrative
          Agent (in such number of copies as shall  be  requested
          by the recipient) on or prior to the date on which such
          Foreign Lender

<PAGE> 60

          becomes a Lender under this Agreement (and from time to
          time  thereafter  upon  the  request  of the Company on
          behalf  of  such  Borrower or the Administrative Agent,
          but only if such  Foreign Lender is legally entitled to
          do so), whichever of the following is applicable:

                    (I)executed  originals  of  Internal  Revenue
               Service  Form  W-8BEN  claiming  eligibility   for
               benefits  of  an income tax treaty  to  which  the
               United States is a party,

                    (II)  executed originals of Internal  Revenue
               Service Form W-8ECI,

                    (III)       executed  originals  of  Internal
               Revenue  Service  Form  W-8IMY  and  all  required
               supporting documentation,

                    (IV) in the case of a Foreign Lender claiming
               the   benefits  of  the  exemption  for  portfolio
               interest under section 881(c) of the Code,  (x)  a
               certificate to the effect that such Foreign Lender
               is  not (A) a "bank" within the meaning of section
               881(c)(3)(A)  of  the  Code,  (B)  a  "10  percent
               shareholder" of such Borrower within  the  meaning
               of  section  881(c)(3)(B) of the Code,  or  (C)  a
               "controlled  foreign  corporation"  described   in
               section  881(c)(3)(C) of the Code and (y) executed
               originals of Internal Revenue Service Form W-8BEN,
               or

                    (V)   executed  originals of any  other  form
               prescribed  by  applicable Laws  as  a  basis  for
               claiming  exemption from or a reduction in  United
               States Federal withholding tax together with  such
               supplementary  documentation as may be  prescribed
               by  applicable Laws to permit such Borrower or the
               Administrative Agent to determine the  withholding
               or deduction required to be made.

          (iii)      Each  Lender shall promptly (A)  notify  the
     Company  and  the  Administrative Agent  of  any  change  in
     circumstances  which  would modify  or  render  invalid  any
     claimed  exemption or reduction, and (B) take such steps  as
     shall  not  be  materially disadvantageous  to  it,  in  the
     reasonable judgment of such Lender, and as may be reasonably
     necessary  (including  the  re-designation  of  its  Lending
     Office) to avoid any requirement of applicable Laws  of  any
     jurisdiction  that any Borrower or the Administrative  Agent
     make  any  deduction or withholding for taxes  from  amounts
     payable to such Lender.

          (iv)  Each  of the Borrowers shall promptly deliver  to
     the   Administrative   Agent   or   any   Lender,   as   the
     Administrative   Agent  or  such  Lender  shall   reasonably
     request, on or prior to the Closing Date (or such later date
     on  which  it  first becomes a Borrower), and  in  a  timely
     fashion thereafter, such documents and forms required by any
     relevant   taxing  authorities  under  the   Laws   of   any
     jurisdiction, duly executed and completed by such  Borrower,
     as  are  required  to  be furnished by such  Lender  or  the
     Administrative Agent under such Laws in connection with  any
     payment  by the Administrative Agent or any

<PAGE> 61

     Lender of  Taxes or Other  Taxes, or otherwise in connection
     with  the Loan Documents, with respect to such jurisdiction.

     (f)  Treatment  of  Certain  Refunds.   Unless  required  by
applicable Laws,  at  no  time  shall  the  Administrative  Agent
have any  obligation to file for or otherwise pursue on behalf of
a Lender  or the L/C Issuer, or have any obligation to pay to any
Lender  or  the  L/C  Issuer,  any  refund  of  Taxes withheld or
deducted  from  funds  paid for the account of such Lender or the
L/C Issuer,  as  the  case may be.  If  the Administrative Agent,
any Lender or the L/C Issuer determines, in its sole  discretion,
that it has  received a refund of  any Taxes or Other Taxes as to
which it  has been indemnified by any Borrower or with respect to
which any  Borrower  has paid additional amounts pursuant to this
Section, it  shall  pay  to such Borrower an amount equal to such
refund (but only  to  the  extent of indemnity payments made,  or
additional amounts paid, by such Borrower under this Section with
respect to the  Taxes or Other Taxes giving rise to such refund),
net of all  out-of-pocket  expenses  and  net of any loss or gain
realized in  the  conversion  of  such  funds  from or to another
currency incurred by the Administrative Agent, such Lender or the
L/C Issuer, as the case  may be, and without interest (other than
any interest  paid   by  the relevant Governmental Authority with
respect to such refund),  provided that each Borrower,  upon  the
request  of  the  Administrative  Agent,  such  Lender or the L/C
Issuer, agrees to  repay   the  amount paid over to such Borrower
(plus any penalties,  interest   or  other charges imposed by the
relevant Governmental Authority)  to  the  Administrative  Agent,
such Lender or the L/C  Issuer  in  the  event the Administrative
Agent, such Lender or the  L/C  Issuer  is required to repay such
refund to such Governmental Authority.  This subsection shall not
be construed to require the Administrative  Agent,  any Lender or
the L/C Issuer to make available  its  tax  returns (or any other
information relating  to its  taxes  that  it deems confidential)
to any Borrower  or  any other Person.

     3.02 Illegality.  If any Lender determines that any Law  has
made it unlawful, or that any Governmental Authority has asserted
that  it  is  unlawful,  for any Lender or its applicable Lending
Office  to  make,  maintain   or   fund Eurocurrency  Rate  Loans
(whether denominated in Dollars or an Alternative  Currency),  or
to determine or charge interest rates based upon the Eurocurrency
Rate,   or   any  Governmental  Authority  has  imposed  material
restrictions on the authority of such Lender to purchase or sell,
or  to  take deposits of, Dollars or any Alternative Currency  in
the  applicable interbank market, then, on notice thereof by such
Lender  to  the  Company  through the Administrative  Agent,  any
obligation  of such Lender to make or continue Eurocurrency  Rate
Loans  in the affected currency or currencies or, in the case  of
Eurocurrency  Rate  Loans  in  Dollars,  to  convert  Base   Rate
Committed  Loans to Eurocurrency Rate 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.   Upon receipt of such notice,  the  Borrowers
shall,  upon  demand  from  such  Lender  (with  a  copy  to  the
Administrative  Agent), prepay or, if applicable and  such  Loans
are  denominated  in Dollars, convert all such Eurocurrency  Rate
Loans  of such Lender to Base Rate Loans, either on the last  day
of  the  Interest  Period therefor, if such Lender  may  lawfully
continue to maintain such Eurocurrency Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain
such  Eurocurrency  Rate  Loans.  Upon  any  such  prepayment  or
conversion, the Borrowers shall also pay accrued interest on  the
amount so prepaid or converted.

     3.03 Inability  to Determine Rates.  If the Required Lenders
determine  that for any reason in connection with any request for
a Eurocurrency Rate Loan or a conversion to or

<PAGE> 62

continuation  thereof that (a) deposits (whether in Dollars or an
Alternative  Currency)  are  not  being  offered  to banks in the
applicable  offshore  interbank  market for such currency for the
applicable  amount  and Interest Period of such Eurocurrency Rate
Loan, (b)  adequate  and  reasonable  means  do  not   exist  for
determining the  Eurocurrency  Rate  for  any  requested Interest
Period with respect to a proposed Eurocurrency Rate Loan (whether
denominated in  Dollars  or  an Alternative Currency), or (c) the
Eurocurrency Rate  for any requested Interest Period with respect
to a proposed  Eurocurrency  Rate  Loan  does  not adequately and
fairly reflect  the  cost  to   such  Lenders  of   funding  such
Eurocurrency Rate Loan, the Administrative Agent will promptly so
notify the Company and each Lender. Thereafter, the obligation of
the Lenders to make or  maintain  Eurocurrency  Rate Loans in the
affected currency or  currencies  shall  be  suspended  until the
Administrative Agent  (upon  the  instruction  of   the  Required
Lenders) revokes such  notice.  Upon  receipt of such notice, the
Company may revoke any  pending  request  for  a   Borrowing  of,
conversion to or continuation  of  Eurocurrency Rate Loans in the
affected currency or currencies  or, failing that, will be deemed
to have converted such request  into  a  request  for a Committed
Borrowing of Base Rate Loans in the amount specified therein.

     3.04 Increased Costs; Reserves on Eurocurrency Rate Loans.

     (a)  Increased Costs Generally.  If any Change in Law shall:

          (i)  (i)       impose, modify or  deem  applicable  any
     reserve,  special deposit, compulsory loan, insurance charge
     or similar  requirement  against assets of, deposits with or
     for the account of, or credit extended or participated in by,
     any Lender (except  (A) any reserve requirement contemplated
     by Section 3.04(e) and  (B) the requirements  of the Bank of
     England and the Financial Services Authority or the European
     Central Bank reflected in the  Mandatory Cost, other than as
     set forth below) or the L/C Issuer;

          (ii) subject any Lender or the L/C Issuer to any tax of
     any kind  whatsoever  with  respect  to  this Agreement, any
     Letter of Credit, any participation in a Letter of Credit or
     any Eurocurrency Rate  Loan  made by it, or change the basis
     of taxation of payments to such  Lender or the L/C Issuer in
     respect thereof (except for Indemnified Taxes or Other Taxes
     covered by Section 3.01 and the imposition of, or any change
     in the rate of, any Excluded Tax  payable  by such Lender or
     the L/C Issuer);

          (iii) result  in  the failure of the Mandatory Cost, as
     calculated hereunder, to represent the cost to any Lender of
     complying  with the requirements of the Bank of England and/
     or the  Financial Services Authority or the European Central
     Bank in  relation  to  its  making,  funding  or maintaining
     Eurocurrency Rate Loans; or

          (iv) impose  on  any  Lender  or  the L/C Issuer or the
     London interbank market any other condition, cost or expense
     affecting  this Agreement or Eurocurrency Rate Loans made by
     such Lender or any Letter of Credit or participation therein;

and  the result of any of the foregoing shall be to increase  the
cost  to  such  Lender of making or maintaining any  Eurocurrency
Rate  Loan  (or  of maintaining its obligation to make  any  such
Loan),  or to increase the cost to such Lender or the L/C  Issuer
of  participating in, issuing or maintaining any Letter of Credit
(or  of maintaining its obligation to participate in or to  issue
any

<PAGE> 63

Letter   of   Credit),  or  to reduce   the  amount  of  any  sum
received or receivable by such Lender or the L/C Issuer hereunder
(whether  of principal, interest or any other amount) then,  upon
request  of such Lender or the L/C Issuer, the Company  will  pay
(or  cause  the applicable Designated Borrower to  pay)  to  such
Lender  or  the  L/C Issuer, as the case may be, such  additional
amount  or  amounts  as will compensate such Lender  or  the  L/C
Issuer, as the case may be, for such additional costs incurred or
reduction suffered.

     (b)   Capital Requirements.  If any Lender or the L/C Issuer
determines  that any Change in Law affecting such Lender  or  the
L/C  Issuer or any Lending Office of such Lender or such Lender's
or  the  L/C Issuer's holding company, if any, regarding  capital
requirements has or would have the effect of reducing the rate of
return  on  such Lender's or the L/C Issuer's capital or  on  the
capital of such Lender's or the L/C Issuer's holding company,  if
any,  as a consequence of this Agreement, the Commitments of such
Lender  or  the  Loans made by, or participations in  Letters  of
Credit  held by, such Lender, or the Letters of Credit issued  by
the  L/C Issuer, to a level below that which such Lender  or  the
L/C  Issuer or such Lender's or the L/C Issuer's holding  company
could  have  achieved  but for such Change in  Law  (taking  into
consideration such Lender's or the L/C Issuer's policies and  the
policies  of  such Lender's or the L/C Issuer's  holding  company
with  respect to capital adequacy), then from time  to  time  the
Company will pay (or cause the applicable Designated Borrower  to
pay)  to such Lender or the L/C Issuer, as the case may be,  such
additional  amount or amounts as will compensate such  Lender  or
the  L/C  Issuer  or  such Lender's or the L/C  Issuer's  holding
company for any such reduction suffered.

     (c)  Certificates for Reimbursement.  A  certificate  of   a
Lender  or  the L/C Issuer setting forth in reasonable detail the
amount  or amounts necessary to compensate such Lender or the L/C
Issuer  or  its holding company, as the case may be, as specified
in  subsection  (a) or (b)  of  this  Section  and  the manner of
determining  such  amount  and  delivered to the Company shall be
conclusive  absent  manifest  error.  The  Company  shall pay (or
cause the applicable Designated Borrower to pay)  such  Lender or
the L/C Issuer, as the case may be, the amount shown  as  due  on
any such certificate within 10 days after receipt thereof.

     (d)  Delay in Requests.  Failure or delay on the part of any
Lender  or  the L/C Issuer to demand compensation pursuant to the
foregoing  provisions  of  this  Section  shall  not constitute a
waiver of such Lender's or the L/C Issuer's right  to demand such
compensation, provided that no  Borrower  shall  be  required  to
compensate a Lender or the L/C  Issuer  pursuant to the foregoing
provisions of this Section for any  increased  costs  incurred or
reductions suffered more than nine months prior to  the date that
such Lender or the L/C Issuer, as the case may be,  notifies  the
Company of the Change in Law giving rise to such increased  costs
or reductions and of such Lender's or the L/C Issuer's  intention
to claim compensation therefor (except that, if the Change in Law
giving rise to such increased costs or reductions is retroactive,
then the nine-month period referred to above shall be extended to
include the period of retroactive effect thereof).

     (e)  Additional Reserve Requirements.  The Company shall pay
(or  cause  the  applicable  Designated  Borrower to pay) to each
Lender,  (i) as long as such Lender shall be required to maintain
reserves  with respect  to liabilities or assets consisting of or
including Eurocurrency  funds  or  deposits  (currently  known as
"Eurocurrency  liabilities"),  additional  interest on the unpaid
principal amount  of  each  Eurocurrency  Rate  Loan equal to the
actual costs of such  reserves  allocated  to  such  Loan by such
Lender (as determined by such Lender in good

<PAGE> 64

faith, which determination shall be conclusive), and (ii) as long
as such Lender shall be required to comply with any reserve ratio
requirement or analogous requirement of any other central banking
or financial regulatory  authority  imposed  in  respect  of  the
maintenance of the Commitments or the funding of the Eurocurrency
Rate Loans, such  additional costs (expressed as a percentage per
annum and rounded  upwards,  if  necessary,  to  the nearest five
decimal places) equal  to  the  actual  costs  allocated  to such
Commitment or Loan by such  Lender  (as determined by such Lender
in good faith, which  determination shall be conclusive, which in
each case shall be due and payable on each date on which interest
is payable on such Loan, provided the Company shall have received
at least ten  days'   prior   notice   (with   a   copy   to  the
Administrative Agent) of such  additional  interest or costs from
such Lender.  If a Lender fails to give  notice ten days prior to
the relevant Interest Payment  Date, such  additional interest or
costs shall be due and payable  ten  days  from  receipt  of such
notice.

     3.05 Compensation for Losses.  Upon  demand  of  any  Lender
(with a copy  to the Administrative Agent) from time to time, the
Company  shall   promptly   compensate  (or cause the  applicable
Designated Borrower to compensate) such Lender for and hold  such
Lender harmless  from  any loss, cost or expense incurred  by  it
as  a result of:

     (a)  any continuation, conversion, payment or  prepayment of
any Loan other than a Base Rate Loan on a day other than the last
day of the Interest Period  for  such  Loan  (whether  voluntary,
mandatory, automatic, by reason of acceleration, or otherwise);

     (b)  any  failure  by any Borrower  (for a reason other than
the  failure  of  such  Lender to make a Loan) to prepay, borrow,
continue or convert any  Loan  other than a Base Rate Loan on the
date or in the amount notified  by  the Company or the applicable
Designated Borrower;

     (c)  any failure by any Borrower to make payment of any Loan
or  drawing  under any Letter of Credit (or interest due thereon)
denominated  in an Alternative Currency on its scheduled due date
or any payment thereof in a different currency; or

     (d)  any  assignment  of  a  Eurocurrency Rate Loan on a day
other  than  the  last day  of  the Interest Period therefor as a
result of a request by the Company pursuant to Section 10.13;

including  any  foreign exchange losses and any loss  or  expense
arising from the liquidation or reemployment of funds obtained by
it  to  maintain  such Loan, from fees payable to  terminate  the
deposits  from  which  such  funds  were  obtained  or  from  the
performance of any foreign exchange contract.  The Company  shall
also pay (or cause the applicable Designated Borrower to pay) any
customary   administrative  fees  charged  by  such   Lender   in
connection with the foregoing.

For  purposes of calculating amounts payable by the  Company  (or
the  applicable  Designated Borrower) to the Lenders  under  this
Section  3.05,  each Lender shall be deemed to have  funded  each
Eurocurrency  Rate Loan made by it at the Eurocurrency  Rate  for
such  Loan  by  a  matching deposit or  other  borrowing  in  the
offshore  interbank  market for such currency  for  a  comparable
amount  and  for  a  comparable  period,  whether  or  not   such
Eurocurrency  Rate Loan was in fact so funded.   Any  demand  for
compensation shall set forth in reasonable detail the amount  and
method of determining the loss, cost or expenses claimed.

<PAGE> 65

     3.06 Mitigation Obligations; Replacement of Lenders.

     (a)  Designation  of  a  Different  Lending  Office.  If any
Lender requests compensation under Section 3.04, or any  Borrower
is required to pay any additional amount to any Lender,  the  L/C
Issuer  or  any  Governmental Authority for the  account  of  any
Lender  or  the L/C Issuer pursuant to Section 3.01,  or  if  any
Lender  gives a notice pursuant to Section 3.02, then such Lender
or the L/C Issuer shall, as applicable, use reasonable efforts to
designate  a different Lending Office for funding or booking  its
Loans hereunder or to assign its rights and obligations hereunder
to  another  of its offices, branches or affiliates, if,  in  the
judgment  of  such Lender or the L/C Issuer, such designation  or
assignment (i) would eliminate or reduce amounts payable pursuant
to  Section  3.01 or 3.04, as the case may be, in the future,  or
eliminate  the need for the notice pursuant to Section  3.02,  as
applicable, and (ii) in each case, would not subject such  Lender
or  the L/C Issuer, as the case may be, to any unreimbursed  cost
or  expense  and would not otherwise be disadvantageous  to  such
Lender or the L/C Issuer, as the case may be.  The Company hereby
agrees to pay (or to cause the applicable Designated Borrower  to
pay) all reasonable costs and expenses incurred by any Lender  or
the  L/C  Issuer  in  connection with  any  such  designation  or
assignment.

     (b)  Replacement  of   Lenders.  If   any   Lender  requests
compensation  under Section 3.04, or if any Borrower  is required
to pay any  additional  amount  to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01,
the  Company  may  replace such Lender in accordance with Section
10.13.

     3.07 Survival.  All of the Borrowers' obligations under this
Article   III   shall  survive  termination  of   the   Aggregate
Commitments,  repayment  of all other Obligations  hereunder  and
resignation of the Administrative Agent.


                                ARTICLE IV.
                CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

     4.01 Conditions of Initial Credit Extension.  The obligation
of the L/C Issuer and  each  Lender to make  its  initial  Credit
Extension  hereunder is subject to satisfaction of the  following
conditions precedent:

     (a)  The  Administrative  Agent's receipt  of the following,
each  of  which  shall  be  originals  or  telecopies   (followed
promptly by  originals) unless otherwise specified, each properly
executed by a Responsible Officer of the signing Loan Party, each
dated  the  Closing  Date  (or, in the  case  of certificates  of
governmental  officials,  a  recent date before the Closing Date)
and   each   in    form   and   substance  satisfactory   to  the
Administrative Agent  and each of the Lenders:

          (i)  executed    counterparts    of   this   Agreement,
     sufficient in  number for distribution to the Administrative
     Agent, each Lender and the Company;

          (ii) Notes  executed  by the Borrowers in favor of each
     Lender requesting Notes;

<PAGE> 66

          (iii) such certificates of resolutions or other action,
     incumbency  certificates  and/or   other   certificates   of
     Responsible   Officers   of   each   Loan   Party   as   the
     Administrative  Agent  may  require evidencing the identity,
     authority and capacity of each  Responsible  Officer thereof
     authorized to act as a Responsible  Officer   in  connection
     with this Agreement and the other Loan  Documents  to  which
     such Loan Party is a party;

          (iv) such   documents   and   certifications   as   the
     Administrative Agent may reasonably require to evidence that
     each Loan Party is  duly  organized or formed,  and that the
     Company is validly  existing, in good standing and qualified
     to  engage  in  business  in  each  jurisdiction  where  its
     ownership, lease or operation of  properties  or the conduct
     of its business requires such  qualification,  except to the
     extent that  failure  to  do  so  could  not  reasonably  be
     expected to have a Material Adverse Effect;

          (v)  a favorable opinion  of  Stinson  Morrison  Hecker
     LLP, counsel  to  the  Loan  Parties,   addressed   to   the
     Administrative Agent and  each Lender, as to the matters set
     forth in Exhibit I and such  other  matters  concerning  the
     Loan Parties and the Loan Documents as  the Required Lenders
     may reasonably request;

          (vi) a certificate  of  a  Responsible  Officer of each
     Loan Party  either  (A)  attaching  copies of  all consents,
     licenses and  approvals  required  in  connection  with  the
     execution, delivery and  performance  by such Loan Party and
     the validity against such Loan  Party  of the Loan Documents
     to which it is  a  party,  and  such  consents, licenses and
     approvals shall be in full force and  effect, or (B) stating
     that no such consents, licenses or approvals are so required;

          (vii)  a certificate signed by a Responsible Officer of
     the  Company certifying (A) that the conditions specified in
     Sections 4.02(a) and (b) have been satisfied, (B) that there
     has been no  event  or  circumstance  since  the date of the
     Audited Financial  Statements  that  has  had  or  could  be
     reasonably expected to have,  either  individually or in the
     aggregate, a Material Adverse  Effect; and (C) a calculation
     of the Consolidated Leverage Ratio as of March 29, 2008;

          (viii)  executed counterparts of a Company Guaranty for
     each  Foreign  Obligor  that is a Designated Borrower on the
     Closing Date, if any; and

          (ix) such  other  assurances,  certificates, documents,
     consents or  opinions  as the Administrative  Agent, the L/C
     Issuer, the Swing  Line  Lender  or  the  Required   Lenders
     reasonably may require.

     (b)  Any  fees  required to be paid on or before the Closing
Date shall have been paid.

     (c)  Unless  waived by the Administrative Agent, the Company
shall have paid all fees, charges and disbursements of counsel to
the Administrative Agent to the extent invoiced prior  to  or  on
the  Closing  Date,  plus  such  additional amounts of such fees,
charges  and  disbursements  as  shall constitute  its reasonable
estimate of such fees,  charges  and disbursements incurred or to
be incurred  by it through the closing proceedings (provided that
such  estimate  shall not thereafter preclude a final settling of
accounts between the Company and the Administrative Agent).

<PAGE> 67

     Without  limiting  the generality of the provisions  of  the
last  paragraph  of  Section 9.03, for  purposes  of  determining
compliance  with the conditions specified in this  Section  4.01,
each  Lender  that has signed this Agreement shall be  deemed  to
have  consented to, approved or accepted or to be satisfied with,
each document or other matter required thereunder to be consented
to  or  approved  by or acceptable or satisfactory  to  a  Lender
unless  the Administrative Agent shall have received notice  from
such  Lender  prior to the proposed Closing Date  specifying  its
objection thereto.

     4.02 Conditions to all Credit Extensions.  The obligation of
each Lender to honor any Request for Credit Extension (other than
a Committed Loan Notice requesting only a conversion of Committed
Loans  to the other Type, or a continuation of Eurocurrency  Rate
Loans) is subject to the following conditions precedent:

     (a)  The representations and warranties of (i) the Borrowers
contained in Article V and (ii) each Loan Party contained in each
other  Loan  Document or in any document furnished  at  any  time
under  or in connection herewith or therewith, shall be true  and
correct  in all material respects on and as of the date  of  such
Credit  Extension, except to the extent that such representations
and  warranties specifically refer to an earlier date,  in  which
case  they shall be true and correct in all material respects  as
of  such  earlier  date, and except that  for  purposes  of  this
Section  4.02,  the representations and warranties  contained  in
subsections (a) and (b) of Section 5.05 shall be deemed to  refer
to  the most recent statements furnished pursuant to clauses  (a)
and (b), respectively, of Section 6.01.

     (b)  No  Default  shall  exist,  or  would  result from such
proposed  Credit  Extension  or  the  application of the proceeds
thereof.

     (c)  The  Administrative  Agent  and, if applicable, the L/C
Issuer or the Swing Line Lender shall have received a Request for
Credit Extension in accordance with the requirements hereof.

     (d)  If  the  applicable  Borrower is a Designated Borrower,
then  the  conditions  of Section 2.14 to the designation of such
Borrower as a  Designated  Borrower  shall  have  been met to the
satisfaction of the Administrative Agent.

     (e)  In the case of a  Credit Extension to be denominated in
an Alternative Currency, there shall not have occurred any change
in  national  or  international  financial, political or economic
conditions or currency exchange  rates or exchange controls which
in the  reasonable  opinion  of  the  Administrative  Agent,  the
Required  Lenders  (in the case of any Loans to be denominated in
an Alternative  Currency)  or  the L/C Issuer (in the case of any
Letter of Credit to be denominated  in  an  Alternative Currency)
would make it impracticable  for  such  Credit  Extension  to  be
denominated in the relevant Alternative Currency.

     Each  Request for Credit Extension (other than  a  Committed
Loan  Notice requesting only a conversion of Committed  Loans  to
the  other  Type  or a continuation of Eurocurrency  Rate  Loans)
submitted  by  the Company shall be deemed to be a representation
and warranty by each Loan Party that the conditions specified  in
Sections  4.02(a) and (b) have been satisfied on and  as  of  the
date of the applicable Credit Extension.

<PAGE> 68

                                 ARTICLE V.
                      REPRESENTATIONS AND WARRANTIES

     Each  Borrower represents and warrants to the Administrative
Agent and the Lenders that:

     5.01 Existence,  Qualification  and  Power;  Compliance with
Laws.  Each  Loan  Party  and each Subsidiary thereof (a) is duly
organized or  formed, validly existing and in good standing under
the   Laws   of   the   jurisdiction   of  its  incorporation  or
organization, (b) has  all  requisite power and authority and all
requisite  governmental  licenses,  authorizations,  consents and
approvals to (i)  own  its assets  and  carry on its business and
(ii) execute, deliver  and perform its obligations under the Loan
Documents to which it is a  party,  (c)  is duly qualified and is
licensed and in good standing under the Laws of each jurisdiction
where its ownership, lease or  operation   of  properties  or the
conduct of its business  requires such  qualification or license,
and (d) is in compliance with  all  Laws;   except   in each case
referred to in clause (a) (but only with  respect to Non-Material
Subsidiaries), and clauses  (b)(i), (c)  or  (d),  to  the extent
that failure to  do  so  could not reasonably be expected to have
a Material Adverse Effect.

     5.02 Authorization;   No   Contravention.    The  execution,
delivery and performance by each Loan Party of each Loan Document
have  been duly authorized by all necessary corporate action, and
do  not  and  will  not  (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,
or  require  any  payment  to  be  made under (i) any Contractual
Obligation to which such Person is  a  party  or  affecting  such
Person  or  the  properties  of  such  Person  or   any   of  its
Subsidiaries or (ii) any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which such Person
or its property is subject; or (c) violate any Law.  The  Company
and each Subsidiary thereof is in compliance with all Contractual
Obligations referred to in clause (b)(i), except  to  the  extent
that failure to do so could not reasonably be  expected to have a
Material Adverse Effect.

     5.03 Governmental Authorization; Other Consents. No approval,
consent, exemption, authorization, or other action by,  or notice
to, or filing with,  any  Governmental  Authority  or  any  other
Person is necessary or required in connection with the execution,
delivery or performance  by, or enforcement against, any Borrower
of this Agreement or any other Loan Document.

     5.04 Binding Effect.  This  Agreement  has  been,  and  each
other  Loan  Document,  when delivered hereunder, will have been,
duly  executed  and  delivered  by  each Loan Party that is party
thereto. This Agreement constitutes, and each other Loan Document
when so  delivered  will  constitute, a legal,  valid and binding
obligation of each Borrower, enforceable against each Borrower in
accordance  with  its  terms,  except  as  enforceability  may be
limited by Debtor Relief Laws and subject to equitable remedies.

     5.05 Financial Statements; No Material Adverse Effect.

     (a)   The Audited Financial Statements (i) were prepared  in
accordance  with GAAP consistently applied throughout the  period
covered  thereby,  except as otherwise expressly  noted  therein;
(ii)  fairly  present  in  all material  respects  the  financial
condition  of  the Company and its

<PAGE> 69

Subsidiaries and  Consolidated  Entities  as  of the date thereof
and their results of  operations for the period  covered  thereby
in accordance with GAAP  consistently   applied   throughout  the
period  covered  thereby,  except   as  otherwise expressly noted
therein; and (iii) show  all material   indebtedness   and  other
liabilities,   direct   or  contingent,  of  the Company  and its
Subsidiaries and Consolidated  Entities  as  of the date thereof,
including  liabilities  for  taxes,   material   commitments  and
indebtedness.

     (b)  The unaudited consolidated balance sheet of the Company
and    its    Subsidiaries  and   Consolidated   Entities   dated
March 29, 2008  and  the  related  consolidated   statements   of
earnings, shareholders  equity  and  cash  flows  for  the fiscal
quarter ended on that date  (i)  were prepared in accordance with
GAAP consistently applied  throughout the period covered thereby,
except as otherwise  expressly  noted  therein,  and (ii)  fairly
present in all material  respects  the financial condition of the
Company and its  Subsidiaries and Consolidated Entities as of the
date thereof and  their  results  of  operations  for  the period
covered thereby, subject, in the case of clauses (i) and (ii), to
the absence of footnotes and to normal year-end audit adjustments.
Schedule 5.05 sets forth all  material  indebtedness  and   other
liabilities,  direct  or  contingent,  of  the  Company  and  its
consolidated  Subsidiaries  and  Consolidated  Entities  on   the
Closing Date that  are  not  shown  on such financial statements,
including  liabilities   for   taxes,  material  commitments  and
Indebtedness.

     (c)  Since  the  date  of  the Audited Financial Statements,
there  has been no event or circumstance,  either individually or
in the aggregate, that has had or could reasonably be expected to
have a Material Adverse Effect.

     5.06  Litigation.  There are no actions, suits, proceedings,
claims  or disputes pending or, to the knowledge of the  Company,
threatened or contemplated, at law, in equity, in arbitration  or
before  any Governmental Authority, by or against the Company  or
any  of  its  Subsidiaries or against any of their properties  or
revenues  that (a) purport to affect or pertain to this Agreement
or   any   other  Loan  Document,  or  any  of  the  transactions
contemplated  hereby,  or  (b)  either  individually  or  in  the
aggregate could reasonably be expected to have a Material Adverse
Effect


     5.07 No Default.  Neither any Loan Party nor any Subsidiary
thereof  is  in default under or with respect to any Contractual
Obligation  that could, either individually or in the aggregate,
reasonably  be  expected  to have a Material Adverse Effect.  No
Default has occurred and  is continuing or would result from the
consummation of the  transactions contemplated by this Agreement
or any other Loan Document.

     5.08 Ownership of Property; Liens.  Each of the Company and
each  Subsidiary  has  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 its business,
except for such  defects  in title as could not, individually or
in the aggregate,  reasonably  be  expected  to  have a Material
Adverse   Effect.  The   property   of   the   Company  and  its
Subsidiaries is subject to no  Liens, other than Liens permitted
by Section 7.01.

     5.09 Environmental  Compliance.  The    Company   and   its
Subsidiaries conduct in the ordinary course of business a review
of the effect of existing Environmental Laws and claims alleging
potential  liability  or  responsibility  for  violation  of any
Environmental Law on their


<PAGE> 70

respective businesses,  operations  and  properties,  and  as  a
result thereof the Company has reasonably  concluded  that  such
Environmental  Laws  and  claims  could  not, individually or in
the aggregate, reasonably be expected to have a Material Adverse
Effect.

     5.10 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 (including  self-insurance,  if  adequate  reserves  are
maintained with respect  thereto),  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  the  applicable  Subsidiary
operates.

     5.11 Taxes.  The  Company  and  its Subsidiaries have filed
all  Federal,  material state and other material tax returns and
reports  required  to  be  filed,  and  have  paid  all Federal,
material  state  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  contested  in  good  faith by appropriate
proceedings diligently conducted 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. Neither the Company nor
any Subsidiary thereof is party to any tax sharing agreement.

     5.12 ERISA Compliance.

     (a)  Each Plan is in  compliance  in  all  material respects
with the  applicable   provisions  of  ERISA, the Code and  other
Federal  or  state  Laws.  Each  Plan that is intended to qualify
under Section  401(a)   of  the  Code  has  received  a favorable
determination letter from  the  IRS  or an application for such a
letter is  currently  being  processed  by  the  IRS with respect
thereto and, to the  best knowledge of the  Company, nothing  has
occurred  which  would  prevent,   or  cause  the  loss  of, such
qualification.  The  Company  and  each ERISA Affiliate have made
all required contributions  to  each  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 the
Company, threatened claims, actions or lawsuits, or action by any
Governmental  Authority,  with  respect  to  any  Plan that could
reasonably be expected to have a Material Adverse  Effect.  There
has been no prohibited transaction or violation of  the fiduciary
responsibility rules with respect to any Plan that  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) the aggregate Unfunded Pension Liability
of all  Pension  Plans does not exceed $35,000,000; (iii) 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); (iv) 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 Sections 4201 or 4243 of ERISA with respect
to a Multiemployer Plan; and (v) neither the Company nor

<PAGE> 71

any  ERISA  Affiliate  has engaged in a transaction that could be
subject to Sections 4069 or 4212(c) of ERISA.

     5.13 Subsidiaries; Equity Interests. As of the Closing Date,
the Company has no Subsidiaries  other  than  those  specifically
disclosed  in Part (a) of Schedule 5.13 (which Schedule indicates
those  Subsidiaries that are Non-Material Subsidiaries), and  all
of  the  outstanding Equity Interests in such  Subsidiaries  have
been  validly  issued, are fully paid and nonassessable  and  are
owned,  directly  or indirectly, by the Company  in  the  amounts
specified  on  Part (a) of Schedule 5.13 free and  clear  of  all
Liens.   As  of  the  Closing Date, the  Company  has  no  Equity
Interests (other than those permitted by Section 7.02(a)) in  any
other   corporation  or  entity  other  than  those  specifically
disclosed  in Part (b) of Schedule 5.13, and has no control  over
any  other  entity except as disclosed in Part  (c)  of  Schedule
5.13.

     5.14 Margin Regulations; Investment Company Act.

     (a)   No  Borrower is engaged and no Borrower  will  engage,
principally  or  as  one  of  its important  activities,  in  the
business  of  purchasing  or carrying margin  stock  (within  the
meaning  of Regulation U issued by the FRB), or extending  credit
for   the  purpose  of  purchasing  or  carrying  margin   stock.
Following  the application of the proceeds of each  Borrowing  or
drawing  under  each Letter of Credit, not more than  twenty-five
percent (25%) of the value of the assets (either of such Borrower
only  or  of  the Company and its Subsidiaries on a  consolidated
basis) subject to the provisions of Section 7.01 or Section  7.05
or  subject  to  any restriction contained in  any  agreement  or
instrument between such Borrower and any Lender or any  Affiliate
of  any  Lender relating to Indebtedness and within the scope  of
Section 8.01(e) will be margin stock.

     (b)  None of the Company, any Person Controlling the Company,
or  any  Subsidiary  is  or  is  required  to be registered as an
"investment company" under the Investment Company Act of 1940.

     5.15 Disclosure.  The   Company   has   disclosed   to   the
Administrative Agent and  the Lenders all agreements, instruments
and corporate  or   other  restrictions to which it or any of its
Subsidiaries is subject, and all other matters known to it, that,
individually or in  the  aggregate, could  reasonably be expected
(in light of the circumstances existing at each respective   time
this representation  is  made)  to  result in  a Material Adverse
Effect.  No   report,  financial  statement, certificate or other
information  furnished  (whether  in  writing or orally) by or on
behalf of the Company to  the  Administrative Agent or any Lender
in connection  with  the transactions contemplated hereby and the
negotiation  of  this  Agreement  or delivered hereunder or under
any  other  Loan  Document   (in   each   case,  as  modified  or
supplemented  by  other  information  so furnished)  contains any
material misstatement  of  fact  or  omits  to state any material
fact necessary to make  the  statements therein, in  the light of
the circumstances  under  which  they  were made, not misleading;
provided  that,  (a)  with   respect   to    projected  financial
information, the Company represents  only that  such  information
was prepared in good  faith  based  upon assumptions  believed to
be reasonable at the time and  (b)  with  respect    to   general
industry  information,   the  foregoing representation is only to
the best of the Company's knowledge.

     5.16 Compliance  with  Laws.  Each  Loan  Party   and   each
Subsidiary  is  in  compliance  in all material respects with the
requirements of all Laws and all orders, writs, injunctions and

<PAGE> 72

decrees  applicable  to  it or to its  properties, except in such
instances  in  which  (a) such requirement of Law or order, writ,
injunction  or  decree  is  being  contested  in  good  faith  by
appropriate  proceedings  diligently conducted or (b) the failure
to comply  therewith,  either  individually  or in the aggregate,
could not  reasonably  be  expected  to  have a  Material Adverse
Effect.

     5.17 Intellectual Property; Licenses, Etc.  The  Company and
its  Subsidiaries  own,  or  possess the right to use, all of the
trademarks,  service  marks,  trade  names,  copyrights, patents,
patent  rights,   franchises,  licenses  and  other  intellectual
property  rights  (collectively, "IP 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 infringes upon any rights held by any
other Person.  No  claim  or  litigation  regarding  any  of  the
foregoing is pending or, to the best knowledge  of  the  Company,
threatened, which, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect

     5.18 Taxpayer  Identification   Number;   Other  Identifying
Information.  The true and  correct  U.S. taxpayer identification
number of the Company and each  Designated  Borrower  that  is  a
Domestic Subsidiary and a party hereto on the Closing Date is set
forth   on   Schedule 10.02.  The   true   and   correct   unique
identification  number  of  each  Designated  Borrower  that is a
Foreign Subsidiary and a party hereto on the  Closing  Date  that
has been issued by its jurisdiction of organization  and the name
of such jurisdiction are set forth on Schedule 5.18.

     5.19 Representations as to Foreign Obligors.  Each  of   the
Company  and  each Foreign Obligor represents and warrants to the
Administrative Agent and the Lenders that:

     (a)  Such Foreign Obligor is subject to civil and commercial
Laws with respect to its obligations under this Agreement and the
other  Loan Documents to which it is a party (collectively as  to
such   Foreign   Obligor,   the   "Applicable   Foreign   Obligor
Documents"), and the execution, delivery and performance by  such
Foreign  Obligor  of  the  Applicable Foreign  Obligor  Documents
constitute  and will constitute private and commercial  acts  and
not  public  or governmental acts.  Neither such Foreign  Obligor
nor any of its property has any immunity from jurisdiction of any
court  or  from  any  legal process (whether through  service  or
notice,  attachment  prior  to judgment,  attachment  in  aid  of
execution,  execution  or  otherwise)  under  the  laws  of   the
jurisdiction  in  which  such Foreign Obligor  is  organized  and
existing  in  respect  of its obligations  under  the  Applicable
Foreign Obligor Documents.

     (b)  The Applicable  Foreign Obligor Documents are in proper
legal  form  under  the  Laws  of  the jurisdiction in which such
Foreign  Obligor  is  organized  and existing for the enforcement
thereof  against  such  Foreign  Obligor  under  the Laws of such
jurisdiction,   and    to    ensure   the   legality,   validity,
enforceability,  priority  or  admissibility  in  evidence of the
Applicable Foreign Obligor  Documents.  It  is  not  necessary to
ensure  the  legality,  validity,  enforceability,  priority   or
admissibility  in  evidence  of  the  Applicable  Foreign Obligor
Documents that the Applicable Foreign Obligor Documents be filed,
registered or recorded with, or executed or notarized before, any
court  or  other authority in  the  jurisdiction  in  which  such
Foreign  Obligor  is  organized  and   existing   or   that   any
registration charge or stamp or similar tax be paid on or in

<PAGE> 73

respect of the Applicable Foreign Obligor Documents  or any other
document, except for (i) any such filing, registration, recording,
execution or notarization as has been  made or is not required to
be made until the Applicable  Foreign  Obligor  Document  or  any
other document is sought to be enforced  and  (ii)  any charge or
tax as has been timely paid.

     (c)  There is no tax, levy, impost, duty, fee, assessment or
other  governmental  charge,  or  any  deduction  or withholding,
imposed by any Governmental Authority in or of  the  jurisdiction
in which such Foreign Obligor is organized  and  existing  either
(i) on  or  by  virtue  of  the  execution  or  delivery  of  the
Applicable Foreign Obligor Documents or (ii) on any payment to be
made by  such  Foreign Obligor pursuant to the Applicable Foreign
Obligor  Documents,  except  as  has   been   disclosed   to  the
Administrative Agent.

     (d)  The  execution,  delivery   and   performance   of  the
Applicable  Foreign  Obligor  Documents  executed by such Foreign
Obligor   are,   under   applicable   foreign   exchange  control
regulations of the  jurisdiction in which such Foreign Obligor is
organized  and  existing,  not  subject  to  any  notification or
authorization except  (i)  such  as have been made or obtained or
(ii) such as cannot be  made  or  obtained  until  a  later  date
(provided that any  notification  or  authorization  described in
clause (ii) shall be  made  or  obtained as soon as is reasonably
practicable).

                              ARTICLE VI.
                        AFFIRMATIVE COVENANTS

     So  long  as any Lender shall have any Commitment hereunder,
any  Loan  or other Obligation hereunder shall remain  unpaid  or
unsatisfied,  or  any Letter of Credit shall remain  outstanding,
the Company shall, and shall (except in the case of the covenants
set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary
to:

     6.01 Financial  Statements.   Deliver  to the Administrative
Agent and each Lender, in form and  detail  satisfactory  to  the
Administrative Agent and the Required Lenders:

     (a)  as soon as practicable, but in any event within 90 days
after the end of each fiscal year of the Company (or, if earlier,
15 days after the date required to be filed with the SEC (without
giving   effect   to   any  extension  permitted   thereby)),   a
consolidated  balance sheet of the Company and  its  Subsidiaries
and  Consolidated Entities as at the end of such fiscal year, and
the  related  consolidated statements of earnings,  shareholders'
equity and cash flows for such fiscal year, setting forth in each
case  in  comparative  form the figures for the  previous  fiscal
year,  all  in reasonable detail and prepared in accordance  with
GAAP,  such consolidated statements to be audited and accompanied
by  a  report  and  opinion  of an independent  certified  public
accountant   of   nationally   recognized   standing   reasonably
acceptable  to  the  Required Lenders, which report  and  opinion
shall  be prepared in accordance with generally accepted auditing
standards and shall not be subject to any "going concern" or like
qualification or exception or any qualification or  exception  as
to the scope of such audit; and

     (b)  as soon as practicable, but in any event within 50 days
after  the end of each of the first three fiscal quarters of each
fiscal  year  of  the Company (commencing with the fiscal quarter
ended June 28, 2008)  (or,  if  earlier, five days after the date
required to be filed with the SEC

<PAGE> 74

(without giving effect to any  extension  permitted  thereby)), a
consolidated balance sheet of  the  Company  and its Subsidiaries
and Consolidated Entities as at  the  end of such fiscal quarter,
and the related consolidated  statements  of  earnings  and  cash
flows for  such  fiscal  quarter  and  for  the  portion  of  the
Company's fiscal year then ended, setting  forth  in each case in
comparative form the figures for the corresponding fiscal quarter
of the previous fiscal year and the corresponding  portion of the
previous fiscal year, all in reasonable  detail,  certified  by a
Responsible Officer of the  Company  as  fairly presenting in all
material respects the  financial  condition,  results of earnings
and  cash  flows  of  the   Company  and  its   Subsidiaries  and
Consolidated Entities in  accordance  with GAAP,  subject only to
normal year-end audit adjustments and the absence of footnotes.

As  to  any information contained in materials furnished pursuant
to  Section 6.02(c), the Company shall not be separately required
to  furnish  such information under clause (a) or (b) above,  but
the foregoing shall not be in derogation of the obligation of the
Company  to  furnish the information and materials  described  in
clauses (a) and (b) above at the times specified therein

     6.02  Certificates;  Other  Information.   Deliver  to   the
Administrative  Agent  and  each  Lender,  in  form  and   detail
satisfactory  to  the  Administrative  Agent  and  the   Required
Lenders:

     (a)  Not  later  than  ten  days  after  the delivery of the
financial  statements   referred  to in Sections 6.01(a) and  (b)
(commencing  with  the  delivery of the financial statements  for
the fiscal quarter   ended  June  28,  2008),  a  duly  completed
Compliance  Certificate  signed  by  a Responsible Officer of the
Company;

     (b)  with  reasonable  promptness  after  any request by the
Administrative Agent or any Lender, copies of  any detailed audit
reports, management letters or recommendations submitted  to  the
board of directors (or  the  audit  committee  of  the  board  of
directors)  of  the  Company   by   independent   accountants  in
connection  with  the  accounts  or  books  of the Company or any
Subsidiary, or any audit of any of them;

     (c)  promptly after the same are  available,  copies of each
annual  report,  proxy  or financial statement or other report or
communication sent to the stockholders of the Company, and copies
of  all  annual,  regular,  periodic  and  special   reports  and
registration statements which the Company may file or be required
to file with the SEC under Section 13 or 15(d) of the  Securities
Exchange Act of 1934, and not otherwise required to be  delivered
to the Administrative Agent pursuant hereto;

     (d)  promptly, after the same are available, copies of  each
notice  or  other  correspondence  received  from  the  SEC   (or
comparable  agency  in  any  applicable  non-U.S.   jurisdiction)
concerning any investigation or possible investigation  or  other
inquiry by such agency regarding financial or other   operational
results of any Loan Party or any Subsidiary thereof; and

     (e)  with   reasonable    promptness,    such     additional
information  regarding  the  business,  financial  or   corporate
affairs of any  Loan  Party or any Subsidiary, or compliance with
the terms of the  Loan Documents, as  the Administrative Agent or
any Lender may from time to time reasonably request.

<PAGE> 75

     Documents  required  to  be delivered  pursuant  to  Section
6.01(a)  or  (b)  or  Section 6.02(c) (to  the  extent  any  such
documents are included in materials otherwise filed with the SEC)
may  be  delivered electronically and if so delivered,  shall  be
deemed  to  have  been delivered on the date  (i)  on  which  the
Company posts such documents, or provides a link thereto  on  the
Company's  website on the Internet at the website address  listed
on  Schedule 10.02; or (ii) on which such documents are posted on
the  Company's behalf on an Internet or intranet website, if any,
to  which  each Lender and the Administrative Agent  have  access
(whether  a commercial, third-party website or whether  sponsored
by  the  Administrative Agent); provided that:  (i)  the  Company
shall   deliver   paper   copies  of  such   documents   to   the
Administrative Agent or any Lender that requests the  Company  to
deliver  such  paper  copies until a  written  request  to  cease
delivering paper copies is given by the Administrative  Agent  or
such  Lender and (ii) the Company shall notify the Administrative
Agent  and each Lender (by telecopier or electronic mail) of  the
posting  of  any such documents and provide to the Administrative
Agent  by electronic mail electronic versions (i.e., soft copies)
of such documents.  Notwithstanding anything contained herein, in
every  instance  the Company shall be required to  provide  paper
copies of the Compliance Certificates required by Section 6.02(a)
to   the   Administrative  Agent.   Except  for  such  Compliance
Certificates,  the Administrative Agent shall have no  obligation
to  request  the delivery or to maintain copies of the  documents
referred  to above, and in any event shall have no responsibility
to  monitor  compliance by the Company with any such request  for
delivery,  and  each  Lender  shall  be  solely  responsible  for
requesting  delivery  to it or maintaining  its  copies  of  such
documents.

     Each    Borrower   hereby   acknowledges   that   (a)    the
Administrative Agent and/or the Arrangers will make available  to
the  Lenders  and  the  L/C Issuer materials  and/or  information
provided   by   or   on   behalf  of  the   Borrowers   hereunder
(collectively,  "Borrower Materials")  by  posting  the  Borrower
Materials on IntraLinks or another similar electronic system (the
"Platform")  and  (b)  certain of the Lenders  (each,  a  "Public
Lender")  may have personnel who do not wish to receive  material
non-public  information with respect to any of the  Borrowers  or
their respective Affiliates, or the respective securities of  any
of  the foregoing, and who may be engaged in investment and other
market-related   activities  with  respect   to   such   Persons'
securities.   Each Borrower hereby agrees that (w)  all  Borrower
Materials  that are to be made available to Public Lenders  shall
be clearly and conspicuously marked "PUBLIC" which, at a minimum,
shall mean that the word "PUBLIC" shall appear prominently on the
first  page thereof; (x) by marking Borrower Materials  "PUBLIC",
the   Borrowers   shall   be  deemed  to  have   authorized   the
Administrative  Agent,  the Arrangers, the  L/C  Issuer  and  the
Lenders  to  treat such Borrower Materials as not containing  any
material  non-public information with respect to any Borrower  or
its  securities for purposes of United States Federal  and  state
securities  laws  (provided, however, that  to  the  extent  such
Borrower Materials constitute Information, they shall be  treated
as set forth in Section 10.07); (y) all Borrower Materials marked
"PUBLIC" are permitted to be made available through a portion  of
the  Platform designated "Public Side Information"; and  (z)  the
Administrative Agent and the Arrangers shall be entitled to treat
any  Borrower  Materials that are not marked  "PUBLIC"  as  being
suitable  only  for  posting on a portion  of  the  Platform  not
designated "Public Side Information".

<PAGE> 76


     6.03 Notices.  Notify  the  Administrative  Agent  and  each
Lender:

     (a)  immediately,  and  in  any  event within three (3) days
upon becoming aware of the occurrence of any Default;

     (b)  promptly,  of  any  matter  that  could  reasonably  be
expected to  result  in  a Material Adverse Effect (including (i)
breach or non-performance of, or any default under, a Contractual
Obligation of  the  Company  or any Subsidiary; (ii) any dispute,
litigation, or  proceeding  between the Company or any Subsidiary
and any Governmental Authority or the suspension of any permit or
license  issued  by  any Governmental Authority and needed by the
Company or  any  Subsidiary to operate; 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)  immediately,  and  in  any event within three (3) days,
upon becoming aware of the occurrence of any ERISA Event; and

     (d)  promptly, of any material change in accounting policies
or financial reporting practices by the Company or any Subsidiary,
including any determination by the Company referred to in Section
2.10(b).

     Each   notice  pursuant  to  this  Section  6.03  shall   be
accompanied  by  a  statement  of a Responsible  Officer  of  the
Company  setting  forth  details of the  occurrence  referred  to
therein  and  stating  what  action the  Company  has  taken  and
proposes  to take with respect thereto.  Each notice pursuant  to
Section  6.03(a) shall describe with particularity  any  and  all
provisions  of  this Agreement and any other Loan  Document  that
have been breached.

     6.04 Payment of Obligations.  Pay and discharge  as the same
shall become   due   and   payable,  all  its   obligations   and
liabilities,  including  (a) all 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   diligently   conducted  and  adequate
reserves  in  accordance  with  GAAP are  being maintained by the
Company or such Subsidiary;  (b)  all   lawful  claims  which, if
unpaid, would by law become  a  Lien  upon  its  property, unless
the same are disputed  or  are  being contested, in each case, in
good faith by appropriate proceedings diligently   conducted  and
adequate reserves  in  accordance  with GAAP are being maintained
by the Company or such Subsidiary;  and (c) all  Indebtedness, as
and when  due  and  payable,  but  subject  to any  subordination
provisions contained  in  any  instrument or agreement evidencing
or relating to such Indebtedness, except, in  the case of clauses
(a), (b) and (c), to the extent  that  any  such  obligations  or
liabilities, individually or in the aggregate, are not reasonably
likely to result in a Material Adverse Effect.

     6.05 Preservation  of  Existence, Etc.  (a)  Preserve, renew
and  maintain  in  full  force and effect its legal existence and
good  standing  under  the  Laws  of  the  jurisdiction   of  its
organization except in a transaction permitted by Section 7.04 or
7.05,  and   except  (but   only  with  respect  to  Non-Material
Subsidiaries) where  the failure to do so could not reasonably be
expected  to  have  a  Material  Adverse  Effect;  (b)  take  all
reasonable action to  maintain  all  rights, privileges, permits,
licenses and franchises  necessary  or  desirable in  the  normal
conduct of its

<PAGE> 77

business,  except  to  the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect; and (c)
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.

     6.06 Maintenance of Properties.  (a) Maintain, preserve  and
protect all of its material properties and equipment necessary in
the   operation  of  its  business  in  good  working  order  and
condition,  ordinary  wear,  tear  and obsolescence excepted; (b)
make all necessary repairs thereto and  renewals and replacements
thereof (provided that  the  Company  and  its  Subsidiaries  may
discontinue  the  operation   and   maintenance  of  any  of  its
properties if such discontinuance  is desirable in the conduct of
its business)  except  where  the failure  to  do  so  could  not
reasonably be expected to have a Material Adverse Effect; and (c)
use the standard of care typical in the industry in the operation
and maintenance of its facilities.

     6.07 Maintenance  of  Insurance.   Maintain with financially
sound  and  reputable insurance companies that are not Affiliates
of the  Company,  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  (including self-insurance, if
adequate  reserves  are  maintained  with respect thereto) as are
customarily  carried  under similar  circumstances by  such other
Persons.

     6.08 Compliance with Laws.  Comply  in all material respects
with  the  requirements  of  all  Laws  and  all  orders,  writs,
injunctions  and  decrees  applicable to it or to its business or
property,  except in such instances in which (a) such requirement
of Law or order, writ, injunction or decree is being contested in
good  faith  by  appropriate proceedings diligently conducted; or
(b) the  failure  to  comply  therewith  could not  reasonably be
expected to have a Material Adverse Effect.

     6.09 Books and Records. (a)  Maintain proper books of record
and  account,  in  which  full,  true  and  correct  entries   in
conformity  with  GAAP  consistently applied shall be made of all
financial  transactions  and  matters  involving  the  assets and
business of the Company or such  Subsidiary,  as the case may be;
and (b) maintain such  books  of  record and  account in material
conformity with all  applicable  requirements of any Governmental
Authority having regulatory jurisdiction over the Company or such
Subsidiary, as the case may be.

     6.10 Inspection    Rights.   Permit    representatives   and
independent  contractors  of  the  Administrative  Agent and each
Lender to visit and inspect any of its properties, to examine its
corporate,  financial  and  operating  records,  and  make copies
thereof or  abstracts  therefrom,  and  to  discuss  its affairs,
finances and  accounts   with   its   directors,   officers,  and
independent public  accountants,  at such reasonable times during
normal business  hours and as often as may be reasonably desired,
upon reasonable advance notice to the Company; provided, however,
that (a) so  long as no Event  of Default exists, such inspection
shall be limited to once per fiscal year of the Company and shall
be at the expense of the Lender(s) requesting such inspection and
(b)  when an  Event of Default exists the Administrative Agent or
any  Lender  (or  any  of  their  respective  representatives  or
independent  contractors)  may  do  any  of  the foregoing at the
expense of the Borrowers at any time during normal business hours
and without advance notice.

<PAGE> 78

     6.11 Use  of  Proceeds.  Use  the  proceeds  of  the  Credit
Extensions  (a)  to  refinance Indebtedness outstanding under the
Existing Five-Year Credit Agreement and (b) for general corporate
purposes not in contravention of any Law or of any Loan Document.

     6.12 Approvals    and   Authorizations.     Maintain     all
authorizations, consents, approvals and licenses from, exemptions
of, and filings  and   registrations   with,   each  Governmental
Authority of the jurisdiction  in  which  each Foreign Obligor is
organized and existing,  and  all  approvals and consents of each
other Person in such jurisdiction, in each case that are required
in connection with the Loan Documents.

                             ARTICLE VII.
                          NEGATIVE COVENANTS

     So  long  as any Lender shall have any Commitment hereunder,
any  Loan  or other Obligation hereunder shall remain  unpaid  or
unsatisfied,  or  any Letter of Credit shall remain  outstanding,
the  Company  shall not, nor shall it permit any  Subsidiary  to,
directly or indirectly:

     7.01 Negative Pledge.  Create,  incur,  assume or suffer  to
exist  any   Lien   upon any of its property, assets or revenues,
whether now owned or hereafter acquired, other than the following:

     (a)  Liens pursuant to any Loan Document;


     (b)  Liens  in  the  Excluded Assets  (and the cash payments
being held in escrow) to secure obligations under or with respect
to the Excluded Transaction;

     (c)  Liens for  taxes  not  yet  due  or  which  are   being
contested in good faith and by appropriate proceedings diligently
conducted,  if  adequate  reserves  with  respect   thereto   are
maintained on the  books  of  the applicable Person in accordance
with GAAP;

     (d)  carriers',  warehousemen's,  mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of
business which are not overdue for a period of more  than 30 days
or which are being contested in good  faith  and  by  appropriate
proceedings  diligently  conducted,  if  adequate  reserves  with
respect thereto are maintained on the  books  of  the  applicable
Person;

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

     (g)  deposits  to  secure  the  performance  of  bids, trade
contracts  and   leases   (other   than  Indebtedness), statutory
obligations,  surety   bonds   (other   than  bonds  related   to
judgments or litigation), performance bonds and other obligations
of  a  like nature incurred in the ordinary course of business;

     (h)  easements, rights-of-way, restrictions and other similar
encumbrances affecting real property which, in the aggregate, are
not substantial in amount, and which do not in any case

<PAGE> 79

materially detract from the value of the property subject thereto
or materially interfere with the ordinary conduct of the business
of the applicable Person;

     (i)  Liens  securing  judgments for the payment of money not
constituting  an  Event  of  Default  under  Section  8.01(h)  or
securing appeal or other surety bonds related to such judgments;

     (j)  Purchase Money Liens;

     (k)  Liens   securing   Indebtedness   (including  renewals,
extensions  and refinancings thereof) on property in existence at
the time such property is acquired by the Company or a Subsidiary
in connection with an Acquisition not prohibited herein; provided,
that  such  Liens  do not at any time encumber any property other
than the property so acquired;

     (l)  Liens under UCC  4-210 and Liens in deposit accounts or
in  other  assets  in  the  possession of a financial institution
created  under  the  standard  deposit agreement of any financial
institution  at  which  the Company or any Subsidiary maintains a
deposit account;

     (m)  Liens on  property owned by a Subsidiary, provided that
such  Liens  secure  only  obligations  owing to the Company or a
wholly-owned Subsidiary;

     (n)  Liens  on goods purchased with import letters of credit
permitted by  Section 7.03(h) that secure Indebtedness under such
import letters of credit;

     (o)  Liens  not  otherwise  permitted  by this Section 7.01;
provided, that the aggregate amount of  Indebtedness  secured  by
Liens permitted by this clause (n) shall  not  at  any time, when
added  to   all   other  Priority  Indebtedness,  exceed  10%  of
Consolidated Tangible Net Worth determined at such time.

In  the  case  any  property shall be  subjected  to  a  Lien  in
violation of this Section 7.01, the Company shall forthwith  make
or cause to be made to the fullest extent permitted by applicable
law,  provision  whereby the Obligations will be secured  equally
and  ratably  with  all other obligations secured  by  such  Lien
pursuant   to  such  agreements  and  instruments  as  shall   be
reasonably approved by the Administrative Agent, and the  Company
shall cause to be delivered to the Administrative Agent and  each
Lender  an opinion of independent counsel reasonably satisfactory
to  the  Administrative Agent to the effect that such  agreements
and  instruments are enforceable in accordance with their  terms,
and  in any such case the Obligations shall have the benefit,  to
the  fullest extent that, and with such priority as, the  holders
of  the Obligations may be entitled under applicable law,  of  an
equitable  Lien  on  such  property (and  the  proceeds  thereof)
securing  the  Obligations.  Such violation of this Section  7.01
will constitute an Event of Default hereunder, whether or not any
such provision is made pursuant to this Section 7.01.

     7.02 Investments.  Make or hold any Investments, except:

     (a)  Investments held  by  the Company or such Subsidiary in
the form of cash equivalents or readily marketable debt or equity
securities;

<PAGE> 80

     (b)  (i)  Loans to officers, directors and employees of  the
Company  or  any  Subsidiary  that would not be prohibited by the
Sarbanes-Oxley   Act  of  2002  and  the  rules  and  regulations
promulgated thereunder, provided that the aggregate amount of all
such loans outstanding at any time shall  not  exceed  $5,000,000
and (ii) advances to any member of the Bresky  Group  or  to  any
officer,   director   or   employee   of   the   Company  or  any
Subsidiary, provided such advances are for travel, entertainment,
relocation  and   analogous  ordinary  course  business  purposes
provided that  the  aggregate  amount of all such advances at any
time outstanding shall not exceed $500,000;

     (c)  Investments  of  the  Company  in  any  Subsidiary  and
Investments  of  any  Subsidiary  in  the  Company  or in another
Subsidiary;

     (d)  Investments of the Company and Subsidiaries existing on
the Closing Date, as set forth on Schedule 5.13;

     (e)  Investments  consisting  of extensions of credit in the
nature  of  accounts  receivable or notes receivable arising from
the grant of trade credit in the ordinary course of business, and
Investments  received  in  satisfaction  or  partial satisfaction
thereof from financially troubled account debtors  to  the extent
reasonably necessary in order to prevent or limit loss;

     (f)  Guarantees permitted by Section 7.03;

     (g)  Investments   incurred   in    order    to   consummate
Acquisitions permitted hereby;

     (h)  Investments  in  "seller  take-back"  notes  arising in
connection  with   a  Disposition  of  assets  permitted  hereby;
provided that the principal amount of any such "seller take-back"
note does not exceed  the  fair  market  value  of  the assets so
Disposed; and

     (i)  other  Investments  not permitted by this Section 7.02;
provided, that, (i) the aggregate  value  of all such Investments
made in any fiscal year shall not exceed  $50,000,000 unless both
immediately before and immediately after making  such  Investment
the Consolidated Adjusted Leverage Ratio  is  less  than  3.00 to
1.00, and (ii) to the extent that any such Investment would cause
the aggregate value of all such Investments made (which are still
outstanding or owed) in any fiscal  year  to  exceed $50,000,000,
the Company shall have  furnished  to  the Administrative Agent a
certificate of a Responsible  Officer,  which  certificate  shall
calculate   the   Consolidated   Adjusted   Leverage  Ratio  both
immediately before and immediately after making such Investment.

     7.03 Subsidiary  Indebtedness.   Permit   any  Subsidiary to
create, incur,  assume or suffer to exist, or otherwise become or
remain  directly   or   indirectly  liable  with respect  to, any
Indebtedness other than:

     (a)  Indebtedness under the Loan Documents;

     (b)  Intentionally omitted;

     (c)  Indebtedness   (including   renewals,   extensions  and
refinancings thereof so long as the principal amount  thereof  is
not increased) in respect of capital leases, Synthetic Lease

<PAGE> 81

Obligations  and  purchase money obligations for fixed or capital
assets within the limitations set  forth  in  clause (a)  of  the
definition of "Purchase Money Liens";

     (d)  Swap Contracts entered into  (i) to hedge interest rate
and/or currency risk with respect to Indebtedness incurred in the
ordinary   course  of  business  and   pursuant  to  prudent  and
reasonable  business  practices  that  are  consistent  with  the
business practices of other companies similarly situated, (ii) to
hedge currency risk with respect to any such payments expected to
be received  or  made  pursuant to a contract entered into in the
ordinary  course  of   business   and   pursuant  to  prudent and
reasonable  business  practices  that  are  consistent  with  the
business practices of other companies similarly situated (iii) to
hedge commodity risk with respect to any commodity held, required
to be  delivered  or  anticipated  to be received in the ordinary
course  of  business  and  pursuant  to  prudent  and  reasonable
business  practices  that  are  consistent   with   the  business
practices of other companies similarly situated or (iv) to  hedge
shipping, freight or other transportation risk  with  respect  to
any obligation to deliver any goods or commodities required to be
delivered in the ordinary course  of  business  and  pursuant  to
prudent and reasonable business  practices  that   are consistent
with  the  business   practices  of  other  companies   similarly
situated;

     (e)  Intentionally omitted;

     (f)  Indebtedness of a Subsidiary owing to the Company  or a
Subsidiary; provided such indebtedness has a tenor of  less  than
365 days;

     (g)  Industrial Development Revenue Bonds at Seaboard Foods,
Inc.  existing  on  the  Closing  Date, in an aggregate principal
amount not to exceed $35,000,000 at any time;

     (h)  import  letters of credit (other than Letters of Credit
issued hereunder),  in  an  aggregate  undrawn face amount not to
exceed $40,000,000 at any time; and

     (i)  Indebtedness  of  Ingenio  v  Refineria  San Martin del
Tabacal,  in  an  aggregate  principal  amount  not   to   exceed
$80,000,000 at any time; and

     (j)  Indebtedness   (including   renewals,   extensions  and
refinancings thereof so  long  as the principal amount thereof is
not increased) not otherwise permitted  under  this Section 7.03;
provided, that the aggregate amount of  Indebtedness permitted by
this clause (j) shall not at any time,  when  added together with
all Indebtedness outstanding pursuant to clause (c) above and all
other Priority Indebtedness, exceed 10% of  Consolidated Tangible
Net Worth determined at such time.

     7.04   Fundamental  Changes.   Merge,  dissolve,  liquidate,
consolidate  with or into another Person, or 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 Person, except that, so  long  as
no Default exists or would result therefrom:

     (a)  any Subsidiary may merge with (i) the Company, provided
that the  Company shall be the continuing or surviving Person, or
(ii)  any  one or more other Subsidiaries, provided that when any
wholly-owned   Subsidiary is merging with another Subsidiary, the
wholly-owned  Subsidiary  shall  be  the  continuing or surviving
Person;

<PAGE> 82


     (b)  any Subsidiary may Dispose of all or  substantially all
of  its  assets  (upon voluntary liquidation or otherwise) to the
Company or to another Subsidiary; provided that if the transferor
in such a transaction  is  a  wholly-owned  Subsidiary,  then the
transferee  must   either   be  the  Company  or  a  wholly-owned
Subsidiary; and

     (c)  a merger by the Company  or  a Subsidiary with a Person
to consummate an Acquisition permitted by Section 7.11.

     (d)  except for the Company and any Designated Borrower, any
Non-Material Subsidiary may be dissolved, liquidated or otherwise
have its existence terminated.

     7.05  Dispositions.  Make any Disposition or enter into  any
agreement to make any Disposition, except:

     (a)  Dispositions  of obsolete or worn out property, whether
now  owned  or  hereafter  acquired,  in  the  ordinary course of
business;

     (b)  Dispositions   of  inventory  in the ordinary course of
business;

     (c)  Dispositions  of  equipment  or  real  property  to the
extent that (i) such property is exchanged for credit against the
purchase  price  of  similar replacement property or (ii) the Net
Cash Proceeds of such Disposition are reasonably promptly applied
to the purchase price of such replacement property;

     (d)  Dispositions  of  property  by  any  Subsidiary  to the
Company or to any wholly-owned Subsidiary;

     (e)  Dispositions permitted by Section 7.04;

     (f)  Disposition  of  the  Excluded  Assets  pursuant to the
Excluded Transaction;

     (g)  Dispositions  by  the  Company  or  a  Subsidiary  that
satisfy  each of the following  conditions and which shall not be
deemed to be a Disposition under this clause (g) until all of the
following conditions have been satisfied:

          (i)  the Company shall have delivered a written  notice
     to the  Administrative  Agent  contemporaneously  with   the
     consummation of the Disposition in which the Company:

               (A)  identifies  the  property that is the subject
          of the Disposition,

               (B)  states   the   nature   and   terms   of  the
          transaction and the  nature and  use of the proceeds of
          the transaction, and

               (C)  states that, within three hundred and  sixty-
          five (365) days  following  the  consummation  of  such
          Disposition, the entire  proceeds  of  such Disposition
          (or portion thereof which has not been allocated by the
          Company to clause (h) below),  net  of  reasonable  and
          ordinary transaction costs and expenses

<PAGE> 83

          incurred  in  connection with  such Disposition and any
          Indebtedness required  by  its  terms  to  be repaid in
          connection with such Disposition,  shall  be applied to
          the acquisition by the Company  or  any  Subsidiary  of
          operating assets or Equity Interests of a  Person which
          will  become  a  Subsidiary  and  which  owns operating
          assets  and  which operating assets will be used in the
          ordinary  course  of  business  of the  Company and its
          Subsidiaries, and

          (ii) the proceeds of such  Disposition  shall have been
     applied as described in such written notice;

     (h)   Dispositions  by the Company and its Subsidiaries  not
otherwise permitted under this Section 7.05; provided that (i) at
the  time  of such Disposition, no Default shall exist  or  would
result from such Disposition and (ii) the aggregate book value of
all property Disposed of in reliance on this clause (h) shall not
exceed  25% of Consolidated Tangible Net Worth as of the  Closing
Date;

provided,  however, that any Disposition pursuant to clauses  (a)
through (h) shall be for fair market value.

     7.06  Restricted  Payments.  Declare or  make,  directly  or
indirectly,  any  Restricted Payment,  or  incur  any  obligation
(contingent or otherwise) to do so, except that, so  long  as  no
Default shall have occurred and be continuing at the time of  any
action described below or would result therefrom:

     (a)  each Subsidiary  may  make  Restricted  Payments to any
Persons  that  own an Equity Interest in such Subsidiary, ratably
according  to   their   respective holdings of the type of Equity
Interest  in  respect  of  which such Restricted Payment is being
made;

     (b)  the  Company  and  each Subsidiary may declare and make
dividend payments or other  distributions  payable  solely in the
common stock or other common  Equity  Interests  of  such Person;

     (c)  the Company and each Subsidiary may purchase, redeem or
otherwise acquire Equity Interests issued by it with the proceeds
received from the substantially concurrent issue of new shares of
its common stock or other common Equity Interests; and

     (d)  the  Company  may  declare or pay cash dividends to its
stockholders and purchase, redeem or otherwise  acquire  for cash
Equity Interests issued by it; provided, that, (i) the  aggregate
amount  of   all   such  dividends,  purchases,  redemptions  and
acquisitions  shall  not  exceed  $15,000,000 in any given fiscal
year   of   the  Company  unless  both   immediately  before  and
immediately after making such payment the  Consolidated  Adjusted
Leverage Ratio is less than 2.50 to 1.00,  and (ii) to the extent
any such dividend,  purchase,  redemption  or  acquisition  would
cause the aggregate amount of all such Restricted Payments in any
fiscal  year  to  exceed  $15,000,000,  the  Company  shall  have
furnished  to   the  Administrative  Agent  a  certificate  of  a
Responsible  Officer,  which  certificate  shall   calculate  the
Consolidated Adjusted Leverage Ratio both immediately  before and
immediately after making such dividend, purchase,  redemption  or
and acquisition, as the case may be.

<PAGE> 84

     7.07 Change  in  Nature of Business.  Engage in any material
line  of  business  substantially  different  from  those   lines
of business  conducted by the Company and its Subsidiaries on the
date hereof  or  any business substantially related or incidental
thereto.  In furtherance of  the foregoing, the Company shall  at
all times cause (i) the amount of revenues of the Company and its
Subsidiaries derived from Permitted Lines of Business  to  be  at
least sixty-six and two-thirds percent (66-2/3%) of the amount of
all  revenues of the Company and its Subsidiaries, determined  in
each  case for the then most recently ended period of twelve (12)
fiscal months on a consolidated basis, or (ii) the net book value
of  assets  of the Company and its Subsidiaries used in Permitted
Lines of Business to be at least sixty-six and two-thirds percent
(66-2/3%)  of the amount of the net book value of all  assets  of
the  Company and its Subsidiaries, in each case determined as  of
the  end  of  then  most  recently  ended  calendar  month  on  a
consolidated basis.

     7.08 Transactions  with    Affiliates.  Enter     into   any
transaction of  any  kind  with  any Affiliate  of  the  Company,
whether or not in the  ordinary course of business, other than on
fair and reasonable  terms  substantially  as  favorable  to  the
Company or such  Subsidiary as would be obtainable by the Company
or such  Subsidiary  at  the  time  in a  comparable arm's length
transaction with a Person other than an Affiliate.

     7.09 Burdensome Agreements.  Be a party to or enter into any
Contractual   Obligation   (including   for   this   purpose, its
organizational documents) other than this  Agreement,  any  other
Loan Document, the Senior Note Agreements  (and  refinancings  or
renewals thereof, on the same or  substantially  similar  terms))
that (a)  limits  the  ability (i)  of  any  Subsidiary  to  make
Restricted  Payments  to  the  Company  or  to otherwise transfer
property to the Company, (ii) of any Subsidiary  to Guarantee the
Indebtedness of the Company  or  (iii)  of  the  Company  or  any
Subsidiary to create, incur,  assume  or suffer to exist Liens on
property of such Person;  provided,  however,  that  this  clause
(iii) shall not prohibit any negative pledge incurred or provided
in favor of any holder  of  Indebtedness  in respect of a capital
lease, Synthetic Lease Obligation  or  purchase  money obligation
for fixed or  capital  assets  solely  to  the  extent  any  such
negative  pledge  relates  to  the  property  financed  by or the
subject of such Indebtedness; or (b) requires the grant of a Lien
to secure an obligation of such Person if a Lien  is  granted  to
secure another obligation of such Person.

     7.10 Use  of  Proceeds.  Use  the  proceeds  of  any  Credit
Extension,  whether   directly   or   indirectly,   and   whether
immediately,  incidentally  or  ultimately,  to purchase or carry
margin stock  (within the  meaning of Regulation U of the FRB) or
to extend  credit  to  others  for  the  purpose of purchasing or
carrying margin  stock  or  to  refund  indebtedness   originally
incurred for such purpose.

<PAGE> 85

     7.11 Acquisitions.  Enter   into   any  agreement, contract,
binding  commitment  or  other  arrangement  providing   for  any
Acquisition, or  take  any  action  to  solicit  the  tender   of
securities or proxies in  respect  thereof in order to effect any
Acquisition, unless (a) no Default or Event of Default shall have
occurred  and  be  continuing  either  immediately  prior  to  or
immediately after giving effect to  such  Acquisition and, if the
Cost of Acquisition is in excess  of $50,000,000,   the   Company
shall   have   furnished   to   the  Administrative   Agent   (i)
pro  forma   historical   financial statements  as  of the end of
the most recently completed  fiscal year of  the Company and most
recent interim fiscal quarter,  if applicable  giving  effect  to
such  Acquisition  and   (ii)  a Compliance  Certificate prepared
on a historical pro forma  basis as  of  the most recent date for
which  financial  statements   have  been  furnished  pursuant to
Section 6.01(a) or (b) (or if no such financial   statements have
been  furnished,  from  the  date  of  the  financial  statements
referred  to   in   Section  5.05(b))   giving  effect   to  such
Acquisition, which certificate shall demonstrate that  no Default
or Event of Default would exist immediately after giving   effect
thereto,  (b)  the Person  acquired  shall  be  a Subsidiary,  or
be  merged  into the Company  or  a Subsidiary, immediately  upon
consummation of the Acquisition (or if assets are being acquired,
the acquiror shall be  the  Company  or  a  Subsidiary),  and (c)
after giving effect to such Acquisition, the aggregate  Costs  of
Acquisition incurred in any fiscal year of the Company  shall not
exceed $50,000,000 (on a noncumulative  basis,  with  the  effect
that amounts not incurred in any fiscal year  may not be  carried
forward to a subsequent  period)  unless, both immediately before
and immediately after making such Acquisition, the   Consolidated
Adjusted Leverage Ratio is less  than  3.00  to 1.00.

     7.12 Financial Covenants.

     (a)   Consolidated Tangible Net Worth.  Permit  Consolidated
Tangible  Net Worth at any time to be less than the  sum  of  (i)
$1,150,000,000  and  (ii)  an  amount  equal  to   25%   of   the
Consolidated Net Income earned in each full fiscal quarter ending
after  March  29, 2008 (with no deduction for a net loss  in  any
such fiscal quarter).

     (b)  Debt  to  Capitalization.   Permit  Consolidated Funded
Indebtedness at any time to be greater than 50%  of  Consolidated
Total Capitalization.

     (c)  Consolidated  Adjusted   Leverage   Ratio.  Permit  the
Consolidated Adjusted Leverage Ratio at any  time  to  be greater
than 3.50 to 1.00.

     7.13 Amendments  to  Senior  Note Agreements.  Enter into or
suffer  to   exist   any   amendment  or modification  (a) to the
amortization  schedule   or  prepayment provisions (excluding the
waiver  of any prepayment premium or penalty) of the Indebtedness
created under the Senior Note Agreements  or  (b)  to  any  other
terms  or conditions  contained  in  the Senior  Note  Agreements
if such  modification  (i)  would  conflict  with  or   be   more
restrictive  than the terms or provisions of this Agreement, (ii)
would provide for collateral  security  for such Indebtedness  in
excess  of  that provided under such agreements as of the Closing
Date (as defined  in  the Existing Five-Year Credit Agreement) of
the Existing Five-Year  Credit  Agreement, (iii) would expand any
negative  pledge  provision  provided  for  therein or (iv) would
alter any provision  of  the  events  of  default   under   those
agreements.

<PAGE> 86


                             ARTICLE VIII.
                     EVENTS OF DEFAULT AND REMEDIES

     8.01 Events  of  Default.  Any   of   the   following  shall
constitute an Event of Default:

     (a)  Non-Payment.  Any  Borrower  or  any  other  Loan Party
fails to pay  (i)  when  and  as required to be paid herein,  and
in  the  currency  required hereunder, any amount of principal of
any  Loan or  any  L/C Obligation, or (ii) within five days after
the  same  becomes   due,  any interest on any Loan or on any L/C
Obligation, or  any  fee due hereunder, or (iii) within five days
after the same becomes due, any other amount payable hereunder or
under any other Loan Document; or

     (b)  Specific  Covenants.  The  Company  fails to perform or
observe  any  term,  covenant  or  agreement  contained in any of
Sections 6.03, 6.10, or 6.11 or Article VII; or

     (c)  Other  Defaults.  Any  Loan  Party  fails to perform or
observe  any  other  covenant  or  agreement  (not  specified  in
subsection (a) or (b) above)  contained  in  any Loan Document on
its part to be  performed  or observed and such failure continues
for ten days, in  the case of  any failure under Sections 6.01 or
6.02, or 30 days,  in  the  case  of any failure under other such
covenant or  agreement,  after  such  Loan  Party  has  knowledge
thereof; or

     (d)  Representations  and  Warranties.   Any representation,
warranty, certification or statement of fact made or deemed  made
by or on  behalf  of  the  Company  herein,  in  any  other  Loan
Document,  or in any document delivered in connection herewith or
therewith  shall  be  incorrect  or  misleading  in  any material
respect when made or deemed made; or

     (e)  Cross-Default.  (i) The Company  or  any Subsidiary (A)
fails  to  make  any  payment  when  due  (whether  by  scheduled
maturity,   required   prepayment,   acceleration,   demand,   or
otherwise, but  giving  effect  to  any  applicable grace or cure
period) in respect  of  any Indebtedness or Guarantee (other than
Indebtedness  hereunder  and  Indebtedness  under Swap Contracts)
having an aggregate principal amount (including undrawn committed
or available amounts and including amounts owing to all creditors
under any combined or syndicated credit arrangement) of more than
$10,000,000,  or  (B)  fails  to  observe  or  perform  any other
agreement or condition  relating  to  any  such  Indebtedness  or
Guarantee (including but  not  limited  to  the  Senior Notes) or
contained in any instrument or agreement evidencing,  securing or
relating thereto, or any other event occurs, the effect  of which
default or other event is to cause, or to  permit  the  holder or
holders of such Indebtedness or the  beneficiary or beneficiaries
of such Guarantee (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries)  to  cause,  with the
giving of notice if required, such Indebtedness to be demanded or
to become due or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise), or an offer to repurchase,  prepay,
defease or redeem such Indebtedness to  be  made,  prior  to  its
stated maturity, or such Guarantee  to  become  payable  or  cash
collateral in respect thereof  to  be  demanded;  or  (ii)  there
occurs under any Swap Contract  an  Early  Termination  Date  (as
defined in such Swap Contract) resulting from (A)  any  event  of
default under such Swap Contract as to which the  Company  or any
Subsidiary is the Defaulting  Party  (as  defined  in  such  Swap
Contract) or (B) any Termination Event (as so defined) under such
Swap Contract as to which the  Company  or  any  Subsidiary is an
Affected Party (as so defined) and, in either event,

<PAGE> 87

the Swap Termination Value owed by the Company or such Subsidiary
as a result thereof is greater than $10,000,000; or

     (f)  Insolvency  Proceedings, Etc.  Any Loan Party or any of
its Subsidiaries institutes or consents to the institution of any
proceeding  under  any  Debtor Relief Law, or makes an assignment
for the benefit of  creditors;  or applies for or consents to the
appointment of any  receiver,  trustee,  custodian,  conservator,
liquidator, rehabilitator or similar officer for it or for all or
any material  part  of  its  property;  or any receiver, trustee,
custodian,  conservator,  liquidator,  rehabilitator  or  similar
officer is  appointed  without the application or consent of such
Person and the appointment continues undischarged or unstayed for
60 calendar days; or any  proceeding  under any Debtor Relief Law
relating to any such Person or to all or any material part of its
property is instituted without the  consent  of  such  Person and
continues undismissed or unstayed for 60  calendar  days,  or  an
order for relief is entered in any such proceeding; or

     (g)  Inability to Pay Debts; Attachment.  (i) The Company or
any  Subsidiary becomes unable or admits in writing its inability
or  fails  generally to pay its debts as they become due, or (ii)
any writ or warrant of attachment or execution or similar process
is  issued  or  levied  against  all  or any material part of the
property of any such Person and is not released, vacated or fully
bonded within 30 days after its issue or levy; or

     (h)  Judgments.  There is entered against the Company or any
Subsidiary (i) a final,  non-appealable judgment or order for the
payment of money in an aggregate amount exceeding $50,000,000 (to
the extent coverage by  any  applicable  independent  third-party
insurer has been denied), or (ii) any one  or  more  non-monetary
final, non-appealable judgments that have, or could reasonably be
expected to have, individually or  in  the  aggregate, a Material
Adverse Effect and, in either  case,  (A) enforcement proceedings
are commenced by any creditor upon such judgment or order; or (B)
there is a period  of  30 consecutive days during which a stay of
enforcement of such  judgment,  by  reason of a pending appeal or
otherwise, is not in effect; or

     (i)  ERISA.  (i) An ERISA Event occurs 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 $10,000,000, or
(ii) the Company  or  any  ERISA Affiliate fails to pay when due,
after the  expiration  of  any  applicable  grace   period,   any
installment  payment  with  respect  to  its withdrawal liability
under Section  4201  of  ERISA  under  a Multiemployer Plan in an
aggregate amount in excess of the $10,000,000; or

     (j)  Invalidity of Loan Documents.   Any  provision  of  any
Loan  Document,  at any time after its execution and delivery and
for  any  reason  other  than as expressly permitted hereunder or
satisfaction in full of all the Obligations, ceases to be in full
force and effect; or any Borrower or any other Person contests in
any manner the validity or enforceability of any provision of any
Loan Document; or any  Borrower denies that it has any or further
liability or obligation  under  any Loan Document, or purports to
revoke, terminate or rescind any  provision of any Loan Document;
or

     (k)  Change of Control.  There occurs any Change of Control.

<PAGE> 88

     8.02 Remedies  Upon  Event  of  Default.  If  any  Event  of
Default occurs and is continuing, the Administrative Agent shall,
at  the  request  of,  or may, with  the consent of, the Required
Lenders, take any or all of the following actions:

     (a)  declare the commitment of each Lender to make Loans and
any obligation of the L/C Issuer to make L/C Credit Extensions to
be  terminated,  whereupon such commitments and obligation  shall
be terminated;

     (b)  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 Borrowers;

     (c)  require that  the  Company  Cash  Collateralize the L/C
Obligations (in an amount  equal  to  the then Outstanding Amount
thereof); and

     (d)  exercise on behalf of itself,  the  Lenders and the L/C
Issuer  all  rights and remedies available to it, the Lenders and
the L/C Issuer under the Loan Documents;

provided,  however,  that upon the occurrence  of  an  actual  or
deemed  entry of an order for relief with respect to any Borrower
under the Bankruptcy Code of the United States, the obligation of
each Lender to make Loans and any obligation of the L/C Issuer to
make  L/C  Credit Extensions shall automatically  terminate,  the
unpaid principal amount of all outstanding Loans and all interest
and other amounts as aforesaid shall automatically become due and
payable,  and the obligation of the Company to Cash Collateralize
the  L/C  Obligations  as  aforesaid shall  automatically  become
effective, in each case without further act of the Administrative
Agent or any Lender.

     8.03  Application of Funds.  After the exercise of  remedies
provided   for  in  Section  8.02  (or  after  the   Loans   have
automatically  become immediately due and  payable  and  the  L/C
Obligations  have  automatically  been  required   to   be   Cash
Collateralized as set forth in the proviso to Section 8.02),  any
amounts  received on account of the Obligations shall be  applied
by the Administrative Agent in the following order:

     First,  to  payment  of  that  portion  of  the  Obligations
constituting  fees,  indemnities,  expenses  and  other   amounts
(including  fees,  charges and disbursements of  counsel  to  the
Administrative  Agent  and  amounts payable  under  Article  III)
payable to the Administrative Agent in its capacity as such;

     Second,  to  payment  of  that portion  of  the  Obligations
constituting  fees,  indemnities and other  amounts  (other  than
principal and interest) payable to the Lenders and the L/C Issuer
(including   fees, charges and disbursements of  counsel  to  the
respective  Lenders and the L/C Issuer (including fees  and  time
charges for attorneys who may be employees of any Lender  or  the
L/C Issuer) and amounts payable under Article III), ratably among
them in proportion to the amounts described in this clause Second
payable to them;

     Third,  to  payment  of  that  portion  of  the  Obligations
constituting  accrued  and  unpaid interest  on  the  Loans,  L/C
Borrowings  and other Obligations, ratably among the Lenders  and
the

<PAGE> 89

L/C Issuer   in   proportion  to the respective amounts described
in this clause Third payable to them;

     Fourth,  to  payment  of  that portion  of  the  Obligations
constituting  unpaid principal of the Loans and  L/C  Borrowings,
ratably among the Lenders and the L/C Issuer in proportion to the
respective amounts described in this clause Fourth held by them;

     Fifth,  to the Administrative Agent for the account  of  the
L/C Issuer, to Cash Collateralize that portion of L/C Obligations
comprised  of the aggregate undrawn amount of Letters of  Credit;
and

     Last, the balance, if any, after all of the Obligations have
been  indefeasibly paid in full, to the Company or  as  otherwise
required by Law.

Subject  to  Section 2.03(c), amounts used to Cash  Collateralize
the  aggregate  undrawn amount of Letters of Credit  pursuant  to
clause  Fifth  above shall be applied to satisfy  drawings  under
such  Letters of Credit as they occur.  If any amount remains  on
deposit  as  Cash  Collateral after all Letters  of  Credit  have
either  been fully drawn or expired, such remaining amount  shall
be  applied  to the other Obligations, if any, in the  order  set
forth above.


                               ARTICLE IX.
                           ADMINISTRATIVE AGENT

     9.01 Appointment and Authority.  Each of the Lenders and the
L/C  Issuer hereby irrevocably appoints Bank of America to act on
its  behalf  as  the Administrative Agent hereunder and under the
other Loan Documents and authorizes the Administrative  Agent  to
take such actions on its behalf and to exercise  such  powers  as
are delegated to the Administrative Agent by the terms hereof  or
thereof,  together with such actions and powers as are reasonably
incidental  thereto.  The provisions of this Article  are  solely
for  the benefit of the Administrative Agent, the Lenders and the
L/C  Issuer,  and no Borrower shall have rights as a third  party
beneficiary of any of such provisions.

     9.02 Rights as a Lender.  The   Person   serving    as   the
Administrative Agent hereunder shall have  the  same  rights  and
powers in its capacity as a Lender as any  other  Lender  and may
exercise the same as though it were not the Administrative  Agent
and the  term  "Lender"  or  "Lenders"  shall,  unless  otherwise
expressly  indicated  or  unless  the context otherwise requires,
include the Person serving as the  Administrative Agent hereunder
in its individual capacity.  Such  Person  and its Affiliates may
accept deposits from, lend money to, act as the financial advisor
or in any other advisory capacity for and generally engage in any
kind of business with the Borrowers or any  Subsidiary  or  other
Affiliate thereof as if such Person were not  the  Administrative
Agent hereunder and without any duty to account  therefor  to the
Lenders.

     9.03 Exculpatory Provisions.  The Administrative Agent shall
not  have  any  duties  or obligations except those expressly set
forth  herein  and in the other Loan Documents.  Without limiting
the generality of the foregoing, the Administrative Agent:

<PAGE> 90

     (a)   shall not be subject to any fiduciary or other implied
duties,  regardless  of whether a Default  has  occurred  and  is
continuing;

     (b)  shall not  have  any  duty  to  take  any discretionary
action or exercise any discretionary powers, except discretionary
rights  and  powers expressly contemplated hereby or by the other
Loan  Documents  that  the  Administrative  Agent  is required to
exercise  as directed in writing by the Required Lenders (or such
other  number  or percentage of the Lenders as shall be expressly
provided for herein  or  in  the  other Loan Documents), provided
that the Administrative Agent  shall  not be required to take any
action that, in its opinion or the  opinion  of  its counsel, may
expose the Administrative Agent to liability or  that is contrary
to any Loan Document or applicable law; and

     (c)  shall not, except as expressly set forth  herein and in
the  other  Loan Documents,  have any duty to disclose, and shall
not be  liable  for  the  failure  to  disclose,  any information
relating to  any  of  the  Borrowers  or  any of their respective
Affiliates that  is  communicated  to  or  obtained by the Person
serving as the  Administrative  Agent or any of its Affiliates in
any capacity.

     The  Administrative Agent shall not be liable for any action
taken  or not taken by it (i) with the consent or at the  request
of  the  Required Lenders (or such other number or percentage  of
the Lenders as shall be necessary, or as the Administrative Agent
shall  believe  in  good  faith shall  be  necessary,  under  the
circumstances as provided in Sections 10.01 and 8.02) or (ii)  in
the  absence  of its own gross negligence or willful  misconduct.
The Administrative Agent shall be deemed not to have knowledge of
any  Default unless and until notice describing such  Default  is
given to the Administrative Agent by the Company, a Lender or the
L/C Issuer.

     The  Administrative  Agent shall not be responsible  for  or
have  any  duty  to ascertain or inquire into (i) any  statement,
warranty  or  representation made in or in connection  with  this
Agreement  or any other Loan Document, (ii) the contents  of  any
certificate,  report  or  other document delivered  hereunder  or
thereunder  or  in  connection herewith or therewith,  (iii)  the
performance or observance of any of the covenants, agreements  or
other  terms  or  conditions set forth herein or therein  or  the
occurrence  of  any  Default, (iv) the validity,  enforceability,
effectiveness  or genuineness of this Agreement, any  other  Loan
Document  or any other agreement, instrument or document  or  (v)
the  satisfaction  of any condition set forth in  Article  IV  or
elsewhere  herein,  other  than  to  confirm  receipt  of   items
expressly required to be delivered to the Administrative Agent.

     9.04 Reliance by Administrative  Agent.  The  Administrative
Agent  shall  be  entitled  to rely upon, and shall not incur any
liability for  relying  upon,  any  notice, request, certificate,
consent,  statement,   instrument,  document  or  other   writing
(including  any  electronic message, Internet or intranet website
posting or other  distribution)  believed   by  it  to be genuine
and  to  have  been  signed,  sent  or otherwise authenticated by
the  proper  Person.  The Administrative Agent also may rely upon
any statement made to  it  orally or by telephone and believed by
it to have been made by the  proper  Person,  and shall not incur
any liability for relying thereon. In determining compliance with
any condition hereunder to the  making of a Loan, or the issuance
of a Letter of Credit,  that  by  its  terms must be fulfilled to
the  satisfaction   of   a   Lender    or    the    L/C   Issuer,
the Administrative Agent may  presume  that   such   condition is
satisfactory  to  such  Lender  or   the   L/C  Issuer unless the
Administrative Agent shall have received notice to   the contrary
from such Lender

<PAGE> 91

or the L/C Issuer prior to  the  making   of   such  Loan or  the
issuance of such Letter  of  Credit. The Administrative Agent may
consult with legal counsel (who may be  counsel for the Company),
independent accountants  and  other experts   selected by it, and
shall not be liable for  any  action taken or  not taken by it in
accordance with the advice  of  any such  counsel, accountants or
experts.


     9.05 Delegation of Duties.  The  Administrative  Agent   may
perform any  and  all  of  its duties and exercise its rights and
powers  hereunder  or under any other Loan Document by or through
any one or more sub agents appointed by the Administrative Agent.
The  Administrative  Agent and any such sub agent may perform any
and  all  of  its duties and exercise its rights and powers by or
through   their  respective  Related  Parties.  The   exculpatory
provisions  of this Article shall apply to any such sub agent and
to the Related  Parties  of the Administrative Agent and any such
sub agent, and shall apply  to  their  respective  activities  in
connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

     9.06 Resignation of Administrative Agent. The Administrative
Agent may at any time give  notice  of its   resignation  to  the
Lenders, the L/C Issuer and  the  Company.  Upon  receipt  of any
such notice of resignation, the Required Lenders shall  have  the
right, in consultation with the Company, to appoint a  successor,
which shall be a bank with an office in the United  States, or an
Affiliate of any such bank with an office in  the  United States.
If no such successor shall have been so appointed by the Required
Lenders and shall have accepted such  appointment  within 30 days
after the retiring Administrative  Agent  gives  notice  of   its
resignation, then the retiring Administrative Agent may on behalf
of the Lenders  and  the  L/C   Issuer,   appoint   a   successor
Administrative Agent  meeting the qualifications set forth above;
provided that if the Administrative   Agent   shall   notify  the
Company and the Lenders that no qualifying  Person  has  accepted
such appointment, then such resignation shall  nonetheless become
effective in accordance with such notice  and  (1)  the  retiring
Administrative Agent shall be  discharged  from  its  duties  and
obligations hereunder and under  the other Loan Documents (except
that in the case  of  any  collateral  security   held   by   the
Administrative Agent  on  behalf of the Lenders or the L/C Issuer
under any of the Loan  Documents,  the  retiring   Administrative
Agent shall continue to  hold such collateral security until such
time as a successor  Administrative  Agent  is appointed) and (2)
all payments, communications and determinations  provided  to  be
made by, to or through the Administrative Agent shall instead  be
made by or to each Lender and the L/C Issuer directly, until such
time as the Required Lenders appoint a successor   Administrative
Agent as provided for above in this Section.  Upon the acceptance
of a successor's appointment as Administrative  Agent  hereunder,
such successor shall succeed to and become vested with all of the
rights,   powers,  privileges  and  duties  of  the  retiring (or
retired)  Administrative  Agent,  and the retiring Administrative
Agent shall be discharged from all  of its duties and obligations
hereunder  or  under  the  other  Loan  Documents (if not already
discharged therefrom  as  provided  above  in this Section).  The
fees payable by the Company to a  successor  Administrative Agent
shall be the same as those payable  to  its  predecessor   unless
otherwise agreed between the Company and such  successor.   After
the retiring  Administrative  Agent's  resignation  hereunder and
under the other  Loan  Documents,  the provisions of this Article
and Section 10.04 shall continue in  effect  for  the  benefit of
such retiring Administrative Agent,  its  sub  agents  and  their
respective Related Parties in respect  of  any  actions  taken or
omitted to be taken  by  any   of   them   while   the   retiring
Administrative Agent was acting as Administrative Agent.


<PAGE> 92

     Any  resignation by Bank of America as Administrative  Agent
pursuant to this Section shall also constitute its resignation as
L/C  Issuer  and  Swing Line Lender.  Upon the  acceptance  of  a
successor's  appointment as Administrative Agent  hereunder,  (a)
such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C  Issuer
and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line
Lender  shall  be discharged from all of their respective  duties
and  obligations hereunder or under the other Loan Documents, and
(c)  the  successor L/C Issuer shall issue letters of  credit  in
substitution  for the Letters of Credit, if any,  outstanding  at
the   time   of   such  succession  or  make  other  arrangements
satisfactory to the retiring L/C Issuer to effectively assume the
obligations  of  the  retiring L/C Issuer with  respect  to  such
Letters of Credit.

     9.07 Non-Reliance on Administrative Agent and Other Lenders.
Each  Lender  and  the  L/C  Issuer  acknowledges  that  it  has,
independently and without reliance upon the Administrative  Agent
or  any other Lender or any of their Related Parties and based on
such documents and information as it has deemed appropriate, made
its   own  credit  analysis  and  decision  to  enter  into  this
Agreement.  Each Lender and the L/C Issuer also acknowledges that
it   will,   independently   and  without   reliance   upon   the
Administrative Agent or any other Lender or any of their  Related
Parties  and based on such documents and information as it  shall
from  time  to  time deem appropriate, continue to make  its  own
decisions in taking or not taking action under or based upon this
Agreement,  any other Loan Document or any related  agreement  or
any document furnished hereunder or thereunder.

     In  the  event of any dismissal or resignation by any  other
L/C  Issuer,  any Letters of Credit issued by such  retiring  L/C
Issuer  shall  remain outstanding until termination  pursuant  to
their  terms  and such retiring L/C Issuer shall retain  all  the
rights and obligations of an L/C Issuer hereunder with respect to
all  such Letters of Credit and all L/C Obligations with  respect
thereto (including the right to require the Lenders to make  Base
Rate  Committed Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.03(c)), but excluding the right  to
consent  to  Eligible Assignees and the obligation to  issue  new
Letters of Credit.

     9.08  No Other Duties, Etc.  Anything herein to the contrary
notwithstanding,  none of the Joint Book Managers,  Arrangers  or
other  titles as necessary listed on the cover page hereof  shall
have  any powers, duties or responsibilities under this Agreement
or  any  of the other Loan Documents, except in its capacity,  as
applicable,  as  the Administrative Agent, a  Lender  or  an  L/C
Issuer hereunder.

     9.09 Administrative Agent May File Proofs of Claim.  In case
of  the  pendency  of  any receivership, insolvency, liquidation,
bankruptcy, reorganization,  arrangement, adjustment, composition
or other judicial proceeding  relative  to  any  Loan  Party, the
Administrative Agent (irrespective of  whether  the  principal of
any Loan or L/C Obligation shall  then  be  due  and  payable  as
herein expressed or by declaration  or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on
any Borrower) shall be entitled and empowered, by intervention in
such proceeding or otherwise

     (a)   to file and prove a claim for the whole amount of  the
principal and interest owing and unpaid in respect of the  Loans,
L/C  Obligations  and all other Obligations that  are  owing  and
unpaid  and  to file such other documents as may be necessary  or
advisable  in  order to have the

<PAGE> 93

claims of  the  Lenders,  the   L/C Issuer and the Administrative
Agent  (including  any  claim  for  the  reasonable compensation,
expenses, disbursements and advances  of the  Lenders,   the  L/C
Issuer and the Administrative  Agent  and their respective agents
and counsel  and  all  other  amounts  due the Lenders,  the  L/C
Issuer  and the  Administrative Agent under Sections 2.03(i)  and
(j),  2.09 and  10.04)  allowed  in such judicial proceeding; and

     (b)  to collect  and  receive  any  monies or other property
payable  or  deliverable on any such claims and to distribute the
same;

and  any  custodian,  receiver,  assignee,  trustee,  liquidator,
sequestrator  or  other similar official  in  any  such  judicial
proceeding is hereby authorized by each Lender and the L/C Issuer
to  make  such payments to the Administrative Agent and,  in  the
event  that the Administrative Agent shall consent to the  making
of  such payments directly to the Lenders and the L/C Issuer,  to
pay to the Administrative Agent any amount due for the reasonable
compensation,  expenses,  disbursements  and  advances   of   the
Administrative Agent and its agents and counsel,  and  any  other
amounts  due  the  Administrative Agent under Sections  2.09  and
10.04.

     Nothing  contained herein shall be deemed to  authorize  the
Administrative  Agent to authorize or consent  to  or  accept  or
adopt  on  behalf  of any Lender or the L/C Issuer  any  plan  of
reorganization, arrangement, adjustment or composition  affecting
the Obligations or the rights of any Lender or the L/C Issuer  to
authorize  the  Administrative Agent to vote in  respect  of  the
claim of any Lender or the L/C Issuer in any such proceeding.


                              ARTICLE X.
                            MISCELLANEOUS

     10.01      Amendments, Etc.  No amendment or waiver  of  any
provision  of this Agreement or any other Loan Document,  and  no
consent  to any departure by the Company or any other Loan  Party
therefrom,  shall be effective unless in writing  signed  by  the
Required Lenders and the Company or the applicable Loan Party, as
the  case  may be, and acknowledged by the Administrative  Agent,
and  each 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 amendment,  waiver  or  consent
shall:

     (a)  waive  any  condition  set  forth  in  Section  4.01(a)
without the written consent of each Lender;

     (b)  extend  or  increase  the  Commitment of any Lender (or
reinstate any Commitment  terminated  pursuant  to  Section 8.02)
without the written consent of such Lender;

     (c)  postpone 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 without the written consent of each
Lender directly affected thereby;

     (d)  reduce the  principal  of,  or  the  rate  of  interest
specified  herein  on,  any Loan or L/C Borrowing, or (subject to
clause (iv) of the second proviso to this Section 10.01) any fees
or

<PAGE> 94

other  amounts payable hereunder or under any other Loan Document
without the written consent  of  each  Lender  directly  affected
thereby; provided, however, that only the consent of the Required
Lenders shall be  necessary  (i)  to  amend  the  definition   of
"Default Rate" or to waive any obligation of any Borrower to  pay
interest or Letter of Credit Fees at the Default Rate or (ii)  to
amend any financial covenant hereunder (or any defined term  used
therein) even if the effect of such amendment would be to  reduce
the rate of interest on any Loan or L/C Borrowing  or  to  reduce
any fee payable hereunder;

     (e)  change  Section 2.13  or  Section 8.03 in a manner that
would  alter  the  pro  rata sharing of payments required thereby
without the written consent of each Lender;

     (f)  amend  Section  1.07 or  the definition of "Alternative
Currency" without the written consent of each Lender; or

     (g)  change any  provision of this Section or the definition
of  "Required  Lenders"  or any other provision hereof specifying
the  number  or percentage of Lenders required to amend, waive or
otherwise  modify  any rights hereunder or make any determination
or grant any consent  hereunder  without  the  written consent of
each Lender.

and,  provided further, that (i) no amendment, waiver or  consent
shall, unless in writing and signed by the L/C Issuer in addition
to the Lenders required above, affect the rights or duties of the
L/C  Issuer under this Agreement or any Issuer 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  Swing  Line Lender in addition to the  Lenders  required
above, affect the rights or duties of the Swing Line Lender under
this  Agreement;  (iii) no amendment, waiver  or  consent  shall,
unless  in  writing  and  signed by the Administrative  Agent  in
addition  to  the Lenders required above, affect  the  rights  or
duties  of the Administrative Agent under this Agreement  or  any
other  Loan Document; and (iv) the Fee Letter may be amended,  or
rights  or  privileges thereunder waived, in a  writing  executed
only  by  the parties thereto.  Notwithstanding anything  to  the
contrary  herein, no Defaulting Lender shall have  any  right  to
approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender may not be increased or
extended without the consent of such Lender.

     10.02     Notices; Effectiveness; Electronic Communication.

     (a)  Notices Generally.  Except  in  the case of notices and
other communications expressly permitted to be given by telephone
(and except  as  provided in subsection (b) below),  all  notices
and  other communications provided for herein shall be in writing
and  shall  be  delivered  by  hand or overnight courier service,
mailed  by certified or registered mail or  sent by telecopier as
follows,  and   all  notices  and  other communications expressly
permitted hereunder to  be  given  by  telephone  shall  be  made
to  the applicable telephone number, as follows:

          (i)  if to a Borrower,  the  Administrative  Agent, the
     L/C Issuer or  the  Swing  Line  Lender,  to  the   address,
     telecopier number,  electronic  mail  address  or  telephone
     number specified for such Person on Schedule 10.02; and

<PAGE> 95

          (ii) if  to  any   other   Lender,   to   the  address,
telecopier number,  electronic  mail address or telephone number
specified in its Administrative Questionnaire.

Notices  and  other  communications sent  by  hand  or  overnight
courier service, or mailed by certified or registered mail, shall
be  deemed  to have been given when received; notices  and  other
communications sent by telecopier shall be deemed  to  have  been
given when sent (except that, if not given during normal business
hours  for the recipient, shall be deemed to have been  given  at
the  opening  of  business  on the  next  business  day  for  the
recipient).   Notices and other communications delivered  through
electronic  communications to the extent provided  in  subsection
(b) below, shall be effective as provided in such subsection (b).

     (b)  Electronic   Communications.     Notices    and   other
communications to the Lenders and the L/C Issuer hereunder may be
delivered  or furnished  by  electronic communication  (including
e  mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent, provided that the foregoing
shall  not  apply   to  notices   to any Lender or the L/C Issuer
pursuant  to   Article  II  if  such Lender or the L/C Issuer, as
applicable,  has notified the Administrative  Agent  that  it  is
incapable  of  receiving notices under such Article by electronic
communication.  The   Administrative Agent or the Company may, in
its  discretion, agree to accept notices and other communications
to it hereunder  by   electronic   communications   pursuant   to
procedures approved  by   it,   provided   that  approval of such
procedures may be limited to particular notices or communications.

     Unless  the  Administrative Agent otherwise prescribes,  (i)
notices and other communications sent to an e-mail address  shall
be   deemed   received   upon  the   sender's   receipt   of   an
acknowledgement  from  the intended recipient  (such  as  by  the
"return receipt requested" function, as available, return  e-mail
or  other written acknowledgement), provided that if such  notice
or  other  communication is not sent during the  normal  business
hours  of  the recipient, such notice or communication  shall  be
deemed  to have been sent at the opening of business on the  next
business   day   for   the  recipient,  and   (ii)   notices   or
communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient
at its e-mail address as described in the foregoing clause (i) of
notification  that such notice or communication is available  and
identifying the website address therefor.

     (c)  The Platform.  THE PLATFORM IS PROVIDED "AS IS" AND "AS
AVAILABLE."  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT  WARRANT
THE  ACCURACY  OR COMPLETENESS OF THE BORROWER MATERIALS  OR  THE
ADEQUACY  OF  THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY  FOR
ERRORS  IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY
OF  ANY  KIND,  EXPRESS,  IMPLIED  OR  STATUTORY,  INCLUDING  ANY
WARRANTY  OF  MERCHANTABILITY, FITNESS FOR A PARTICULAR  PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR
OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH
THE  BORROWER MATERIALS OR THE PLATFORM.  In no event  shall  the
Administrative Agent or any of its Related Parties (collectively,
the  "Agent  Parties") have any liability to  any  Borrower,  any
Lender,  the  L/C Issuer or any other Person for losses,  claims,
damages,  liabilities or expenses of any kind (whether  in  tort,
contract  or  otherwise) arising out of  the  Borrower's  or  the
Administrative Agent's transmission of Borrower Materials through
the  Internet,  except  to

<PAGE> 96

the extent that such  losses,  claims,  damages,   liabilities or
expenses     are     determined     by      a       court      of
competent  jurisdiction by a final and nonappealable judgment  to
have  resulted from such Agent Party's gross negligence,  willful
misconduct  or breach in bad faith of its obligations  under  the
Loan  Documents;  provided, however, that in no event  shall  any
Agent  Party have any liability to any Borrower, any Lender,  the
L/C Issuer or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual
damages).

     (d)  Change of Address, Etc.  Each   of   the Borrowers, the
Administrative Agent, the L/C Issuer and the  Swing  Line  Lender
may change  its  address,  telecopier  or  telephone  number  for
notices and other communications hereunder by notice to the other
parties hereto.   Each   other   Lender  may  change its address,
telecopier  or   telephone   number   for   notices   and   other
communications  hereunder   by   notice   to   the  Company,  the
Administrative Agent, the L/C Issuer and the Swing  Line  Lender.
In addition, each Lender  agrees  to  notify  the  Administrative
Agent from time to time to  ensure  that the Administrative Agent
has on record (i) an effective address,  contact  name, telephone
number, telecopier number and electronic mail  address  to  which
notices and other communications may be  sent  and  (ii) accurate
wire instructions  for  such  Lender.  Furthermore,  each  Public
Lender agrees to cause at least one individual at or on behalf of
such Public Lender  to  at  all  times have selected the "Private
Side   Information"   or   similar  designation   on  the content
declaration screen of the Platform in order to enable such Public
Lender or its delegate, in accordance with such  Public  Lender's
compliance procedures and applicable Law, including United States
Federal and state securities Laws, to make reference  to Borrower
Materials that are not made available  through  the "Public  Side
Information"  portion  of  the  Platform  and  that  may  contain
material non-public  information  with respect to any Borrower or
its securities for purposes of United  States  Federal  or  state
securities laws.

     (e)  Reliance  by  Administrative  Agent,  L/C  Issuer   and
Lenders. The Administrative Agent, the L/C Issuer and the Lenders
shall be  entitled  to  rely  and act upon any notices (including
telephonic  Committed  Loan  Notices and Swing Line Loan Notices)
believed in  good faith to have been given by or on behalf of any
Borrower  even  if  (i)  such  notices  were not made in a manner
specified  herein,  were  incomplete  or  were  not  preceded  or
followed by any other form of  notice  specified  herein, or (ii)
the terms thereof,  as  understood  by the recipient, varied from
any confirmation  thereof.   The  Company  shall  indemnify   the
Administrative Agent, the L/C Issuer, each Lender and the Related
Parties of each of   them   from  all losses, costs, expenses and
liabilities resulting  from  the  reliance by such Person on each
notice believed in good  faith to have been given by or on behalf
of any Borrower.  All  telephonic notices to and other telephonic
communications with  the Administrative  Agent may be recorded by
the Administrative  Agent,  and each of the parties hereto hereby
consents to such recording.

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

<PAGE> 97

     Notwithstanding anything to the contrary contained herein or
in  any other Loan Document, the authority to enforce rights  and
remedies hereunder and under the other Loan Documents against the
Loan  Parties or any of them shall be vested exclusively in,  and
all  actions  and  proceedings at law  in  connection  with  such
enforcement  shall be instituted and maintained  exclusively  by,
the  Administrative Agent in accordance with Section 8.02 for the
benefit of all the Lenders and the L/C Issuer; provided, however,
that  the  foregoing  shall not prohibit (a)  the  Administrative
Agent  from exercising on its own behalf the rights and  remedies
that   inure   to  its  benefit  (solely  in  its   capacity   as
Administrative  Agent)  hereunder  and  under  the   other   Loan
Documents,  (b)  the  L/C Issuer or the Swing  Line  Lender  from
exercising  the  rights and remedies that inure  to  its  benefit
(solely  in  its capacity as L/C Issuer or Swing Line Lender,  as
the  case  may be) hereunder and under the other Loan  Documents,
(c)  any Lender from exercising setoff rights in accordance  with
Section 10.08 (subject to the terms of Section 2.13), or (d)  any
Lender  form  filing  proofs of claim  or  appearing  and  filing
pleadings  on its own behalf during the pendency of a  proceeding
relative  to  any  Loan Party under any Debtor  Relief  Law;  and
provided, further, that if at any time there is no Person  acting
as  Administrative  Agent  hereunder and  under  the  other  Loan
Documents,  then (i) the Required Lenders shall have  the  rights
otherwise  ascribed  to  the  Administrative  Agent  pursuant  to
Section  8.02  and (ii) in addition to the matters set  forth  in
clauses (b), (c) and (d) of the preceding proviso and subject  to
Section  2.13, any Lender may, with the consent of  the  Required
Lenders, enforce any rights and remedies available to it  and  as
authorized by the Required Lenders.

     10.04     Expenses; Indemnity; Damage Waiver.

     (a)   Costs  and Expenses.  The Company shall  pay  (i)  all
reasonable  out of pocket expenses incurred by the Administrative
Agent  and its Affiliates (including the reasonable fees, charges
and  disbursements of counsel for the Administrative Agent in  an
amount not to exceed $50,000), in connection with the syndication
of  the  credit facilities provided for herein, the  preparation,
negotiation,  execution,  delivery  and  administration  of  this
Agreement  and  the other Loan Documents (which in  the  case  of
administration  shall  be  expenses  which  are  consistent  with
practices   and  activities  that  are  generally  accepted   and
customary  for  administrative  agents  in  the  syndicated  loan
market)  or  any  amendments, modifications  or  waivers  of  the
provisions  hereof  or thereof (whether or not  the  transactions
contemplated  hereby or thereby shall be consummated),  (ii)  all
reasonable out of pocket expenses incurred by the L/C  Issuer  in
connection with the issuance, amendment, renewal or extension  of
any  Letter  of  Credit or any demand for payment thereunder  and
(iii)  all  out of pocket expenses incurred by the Administrative
Agent,  any Lender or the L/C Issuer (including the fees, charges
and  disbursements  of any counsel for the Administrative  Agent,
any  Lender or the L/C Issuer), and shall pay all fees  and  time
charges  for attorneys who may be employees of the Administrative
Agent,  any  Lender  or the L/C Issuer, in  connection  with  the
enforcement  or  protection of its rights (A) in connection  with
this Agreement and the other Loan Documents, including its rights
under  this Section, or (B) in connection with the Loans made  or
Letters  of  Credit issued hereunder, including all such  out  of
pocket  expenses  incurred during any workout,  restructuring  or
negotiations in respect of such Loans or Letters of Credit.

     (b)  Indemnification by the  Company.  The   Company   shall
indemnify  the  Administrative Agent (and any sub-agent thereof),
each Lender  and the L/C Issuer, and each Related Party of any of
the foregoing  Persons  (each  such  Person   being   called   an
"Indemnitee")

<PAGE> 98

against,   and  hold  each  Indemnitee harmless from, any and all
losses,  claims,   damages,   liabilities  and  related  expenses
(including the fees, charges and disbursements of any counsel for
any Indemnitee), and shall  indemnify  and  hold  harmless   each
Indemnitee from all fees and time charges and  disbursements  for
attorneys who may be employees of any Indemnitee, incurred by any
Indemnitee or asserted against any Indemnitee by  any third party
or by any Borrower or any other Loan Party  arising  out  of,  in
connection with, or as a result of (i) the execution or  delivery
of this Agreement, any other Loan Document or  any  agreement  or
instrument contemplated hereby or thereby, the performance by the
parties hereto  of  their  respective  obligations  hereunder  or
thereunder, the  consummation  of  the  transactions contemplated
hereby or thereby, or,  in  the  case of the Administrative Agent
(and any sub-agent thereof)  and  its  Related  Parties only, the
administration of this  Agreement  and  the  other Loan Documents
(including in respect of any matters  addressed in Section 3.01),
(ii) any Loan or Letter of Credit or  the  use or proposed use of
the proceeds therefrom (including any  refusal  by the L/C Issuer
to honor a demand for payment under a  Letter  of  Credit  if the
documents  presented  in  connection  with  such  demand  do  not
strictly comply  with  the terms of such Letter of Credit), (iii)
any actual or alleged presence  or release of Hazardous Materials
on or from any property owned or  operated by any Borrower or any
of its Subsidiaries,  or  any  Environmental Liability related in
any way to any  Borrower  or any of its Subsidiaries, or (iv) any
actual or  prospective  claim,   litigation,   investigation   or
proceeding  relating  to  any  of the foregoing, whether based on
contract, tort or  any  other  theory, whether brought by a third
party or by the Company or  any  other Loan Party, and regardless
of whether any Indemnitee is a  party thereto; provided that such
indemnity shall not, as to any  Indemnitee,  be  available to the
extent that such losses, claims, damages,  liabilities or related
expenses (x) are determined by a court of  competent jurisdiction
by final and nonappealable judgment  to  have  resulted  from the
gross negligence or willful misconduct of such Indemnitee  or (y)
result from a claim brought by  the  Company  or  any  other Loan
Party against an Indemnitee for  breach  in  bad  faith  of  such
Indemnitee's  obligations  hereunder  or  under  any  other  Loan
Document, if the  Company or such other Loan Party has obtained a
final and nonappealable  judgment  in  its favor on such claim as
determined by a court of competent jurisdiction.

     (c)  Reimbursement by Lenders.  To  the  extent   that   the
Company  for  any  reason  fails  to  indefeasibly pay any amount
required under  subsection  (a) or (b) of this Section to be paid
by it to the Administrative Agent (or any sub-agent thereof), the
L/C  Issuer  or  any  Related Party of any of the foregoing, each
Lender  severally  agrees  to pay to the Administrative Agent (or
any such sub-agent), the L/C Issuer or such Related Party, as the
case may  be, such  Lender's Applicable Percentage (determined as
of the time that the applicable unreimbursed expense or indemnity
payment  is sought)  of  such  unpaid  amount,  provided that the
unreimbursed   expense   or   indemnified  loss,  claim,  damage,
liability or related expense, as the case may be, was incurred by
or asserted  against  the Administrative Agent (or any such sub-
agent) or the L/C Issuer  in its capacity as such, or against any
Related   Party   of  any of  the  foregoing   acting   for   the
Administrative  Agent  (or  any  such sub-agent) or L/C Issuer in
connection with such capacity.   The  obligations  of the Lenders
under this subsection (c)  are  subject  to  the  provisions   of
Section 2.12(d).

     (d)  Waiver of Consequential Damages, Etc.  To the   fullest
extent permitted by applicable law, no Borrower shall assert, and
hereby waives, any claim against any Indemnitee, on any theory of
liability,  for  special,  indirect,  consequential  or  punitive
damages (as opposed to direct or actual damages) arising  out of,
in connection with, or as a result of, this Agreement, any

<PAGE> 99

other  Loan  Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan
or   Letter  of  Credit  or  the use of the proceeds thereof.  No
Indemnitee referred to in  subsection  (b)  above shall be liable
for any damages arising from the use by  unintended recipients of
any information or other materials distributed to such unintended
recipients by   such   Indemnitee   through   telecommunications,
electronic or   other   information   transmission   systems   in
connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby other than for direct
or actual damages resulting from the  gross  negligence,  willful
misconduct or breach in bad faith by  such Indemnitee of the Loan
Documents as determined by a final  and nonappealable judgment of
a court of competent jurisdiction.

     (e)  Payments.  All  amounts due under this Section shall be
payable not later than ten Business Days after demand therefor.

     (f)  Survival.  The agreements in this Section shall survive
the  resignation  of the Administrative Agent, the L/C Issuer and
the  Swing  Line  Lender,  the  replacement  of  any  Lender, the
termination   of   the  Aggregate  Commitments and the repayment,
satisfaction or discharge of all the other Obligations.

     10.05 Payments Set Aside.  To the extent that any payment by
or on behalf of any Borrower is made to the Administrative Agent,
the  L/C  Issuer or any Lender, or the Administrative Agent,  the
L/C  Issuer or any Lender exercises its right of setoff, and such
payment  or  the proceeds of such setoff or any part  thereof  is
subsequently   invalidated,  declared   to   be   fraudulent   or
preferential,  set aside or required (including pursuant  to  any
settlement  entered  into by the Administrative  Agent,  the  L/C
Issuer  or  such  Lender in its discretion) to  be  repaid  to  a
trustee,  receiver  or any other party, in  connection  with  any
proceeding under any Debtor Relief Law 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 setoff had not occurred, and (b) each  Lender
and  the L/C Issuer severally agrees to pay to the Administrative
Agent  upon demand its applicable share (without duplication)  of
any  amount  so  recovered from or repaid by  the  Administrative
Agent, plus interest thereon from the date of such demand to  the
date  such  payment  is made at a rate per  annum  equal  to  the
applicable  Overnight Rate from time to time in  effect,  in  the
applicable currency of such recovery or payment.  The obligations
of  the  Lenders  and  the L/C Issuer under  clause  (b)  of  the
preceding  sentence  shall survive the payment  in  full  of  the
Obligations and the termination of this Agreement.

     10.06     Successors and Assigns.

     (a)  Successors and Assigns Generally.  The  provisions   of
this Agreement shall be binding upon and inure to the benefit  of
the parties hereto and their respective  successors  and  assigns
permitted hereby, except that no Borrower may assign or otherwise
transfer  any of its rights or obligations hereunder without  the
prior written consent of the Administrative Agent and each Lender
and  no Lender may assign or otherwise transfer any of its rights
or  obligations hereunder except (i) to an assignee in accordance
with  the provisions of subsection (b) of this Section,  (ii)  by
way  of  participation  in  accordance  with  the  provisions  of
subsection  (d)  of this Section, or (iii) by way  of  pledge  or
assignment of a security interest subject to the restrictions  of

<PAGE> 100

subsection   (f)  of  this  Section  (and  any  other   attempted
assignment  or  transfer by any party hereto shall  be  null  and
void).  Nothing in this Agreement, expressed or implied, shall be
construed  to  confer  upon any Person (other  than  the  parties
hereto, their respective successors and assigns permitted hereby,
Participants  to the extent provided in subsection  (d)  of  this
Section  and,  to the extent expressly contemplated  hereby,  the
Related  Parties  of each of the Administrative  Agent,  the  L/C
Issuer  and the Lenders) any legal or equitable right, remedy  or
claim under or by reason of this Agreement.

     (b)  Assignments  by  Lenders.  Any  Lender  may at any time
assign  to  one  or more assignees all or a portion of its rights
and  obligations under this Agreement (including all or a portion
of  its  Commitment and the Loans (including for purposes of this
subsection (b),   participations  in L/C Obligations and in Swing
Line Loans) at the time owing to it);  provided  that   any  such
assignment shall be subject to the following conditions:

          (i)  Minimum Amounts.

               (A)  in the  case  of  an assignment of the entire
          remaining amount of the assigning Lender's Commitment \
          and the Loans at the time owing to it or in the case of
          an assignment to a Lender, an  Affiliate of a Lender or
          an Approved Fund, no minimum amount need   be assigned;
          and

               (B)  in any case not  described in subsection  (b)
          (i)(A) of this  Section,  the  aggregate amount  of the
          Commitment  (which  for this   purpose  includes  Loans
          outstanding thereunder) or,  if  the  Commitment is not
          then in effect, the principal  outstanding  balance  of
          the  Loans of the assigning Lender subject to each such
          assignment,  determined  as of  the date the Assignment
          and  Assumption  with  respect  to  such assignment  is
          delivered  to  the  Administrative  Agent or, if "Trade
          Date" is specified in the Assignment and Assumption, as
          of the Trade Date, shall not  be less  than  $5,000,000
          unless each of the Administrative Agent and, so long as
          no Event of Default has occurred and is continuing, the
          Company otherwise consents (each such consent not to be
          unreasonably   withheld,    conditioned   or  delayed);
          provided,  however,  that  concurrent  assignments   to
          members of an Assignee Group and concurrent assignments
          from members of an Assignee Group  to a single Eligible
          Assignee (or to an Eligible Assignee and members of its
          Assignee Group) will be treated as a single  assignment
          for purposes of determining whether such minimum amount
          has been met.

          (ii) Proportionate  Amounts.  Each  partial  assignment
     shall be  made  as  an assignment of a proportionate part of
     all the assigning Lender's rights and obligations under this
     Agreement  with  respect  to  the  Loans  or  the Commitment
     assigned, except that this  clause  (ii)  shall not apply to
     the Swing Line Lender's rights and obligations in respect of
     Swing Line Loans;

          (iii) Required Consents.  No consent shall  be required
     for  any  assignment  except  to  the  extent   required  by
     subsection (b)(i)(B) of this Section and, in addition:

<PAGE> 101


               (A)  the consent of the  Company (such consent not
          to be  unreasonably  withheld,  conditioned or delayed)
          shall be required  unless  (1)  an Event of Default has
          occurred  and  is  continuing  at  the   time  of  such
          assignment or (2) such assignment is to a    Lender, an
          Affiliate of a Lender or an Approved Fund;

               (B)  the consent of the Administrative Agent (such
          consent not to be unreasonably withheld, conditioned or
          delayed) shall be  required  if such assignment is to a
          Person that is not  a  Lender,  an  Affiliate  of  such
          Lender or an Approved Fund with respect to such Lender;

               (C)  the consent of the L/C Issuer  (such  consent
          not to be   unreasonably   withheld,   conditioned   or
          delayed) shall be required  for  any  assignment   that
          increases the obligation of the assignee to participate
          in exposure  under  one  or  more  Letters   of  Credit
          (whether or not then outstanding); and

               (D)  the consent  of  the Swing  Line Lender (such
          consent not to be unreasonably withheld, conditioned or
          delayed) shall be required for any assignment.

          (iv) Assignment  and  Assumption.  The  parties to each
     assignment shall  execute  and deliver to the Administrative
     Agent  an  Assignment   and   Assumption,  together  with  a
     processing  and  recordation  fee  in  the amount of $3,500;
     provided, however, that the Administrative Agent may, in its
     sole  discretion,  elect  to   waive   such  proceeding  and
     recordation fee in the case of any assignment. The assignee,
     if it is not a Lender, shall deliver   to the Administrative
     Agent an Administrative Questionnaire

          (v)  No Assignment  to  Company.  No  such   assignment
     shall be made  to  the  Company  or  any  of  the  Company's
     Affiliates or Subsidiaries.

          (vi) No  Assignment  to  Natural   Persons.   No   such
     assignment shall be made to a natural person.

          (vii)No  Assignment Resulting in Additional Indemnified
     Taxes.   No  such  assignment shall be made  to  any  Person
     that,  through  its  Lending  Offices,  is  not  capable  of
     lending  the  applicable  Alternative  Currencies   to   the
     relevant  Borrowers without the imposition of any additional
     Indemnified Taxes.

Subject to acceptance and recording thereof by the Administrative
Agent  pursuant to subsection (c) of this Section, from and after
the  effective date specified in each Assignment and  Assumption,
the  Eligible  Assignee  thereunder shall  be  a  party  to  this
Agreement  and,  to the extent of the interest assigned  by  such
Assignment and Assumption, have the rights and obligations  of  a
Lender  under this Agreement, and the assigning Lender thereunder
shall,  to the extent of the interest assigned by such Assignment
and  Assumption,  be  released from its  obligations  under  this
Agreement  (and,  in  the  case of an Assignment  and  Assumption
covering  all  of  the assigning Lender's rights and  obligations
under  this  Agreement, such Lender shall cease  to  be  a  party
hereto)  but  shall continue to be entitled to  the  benefits  of
Sections  3.01, 3.04, 3.05, and 10.04 with respect to  facts  and
circumstances  occurring  prior to the  effective  date  of

<PAGE> 102


such assignment.  Upon request, each Borrower  (at  its  expense)
shall  execute  and  deliver  a  Note  to  the  assignee  Lender.
Any  assignment  or transfer by a Lender of rights or obligations
under  this  Agreement  that does not comply with this subsection
shall be treated for purposes of this Agreement as a sale by such
Lender  of  a   participation  in  such rights and obligations in
accordance with subsection (d) of this Section.

     (c)  Register.  The Administrative Agent,  acting solely for
this purpose as an agent of the Borrowers, shall maintain at  the
Administrative  Agent's  Office a copy  of  each  Assignment  and
Assumption delivered to it and a register for the recordation  of
the  names and addresses of the Lenders, and the Commitments  of,
and  principal amounts of the Loans and L/C Obligations owing to,
each  Lender pursuant to the terms hereof from time to time  (the
"Register").   The entries in the Register shall  be  conclusive,
and  the Borrowers, the Administrative Agent and the Lenders  may
treat each Person whose name is recorded in the Register pursuant
to  the  terms hereof as a Lender hereunder for all  purposes  of
this  Agreement,  notwithstanding notice to  the  contrary.   The
Register  shall  be  available for  inspection  by  each  of  the
Borrowers and any Lender, at any reasonable time and from time to
time upon reasonable prior notice.

     (d)  Participations. Any Lender may at any time, without the
consent  of,  or  notice  to, any  Borrower or the Administrative
Agent, sell participations to any  Person  (other  than a natural
person or the Company  or  any  of  the  Company's  Affiliates or
Subsidiaries) (each, a "Participant") in all or a portion of such
Lender's  rights  and/or   obligations   under   this   Agreement
(including all or a portion of its Commitment  and/or  the  Loans
(including such Lender's participations in L/C Obligations and/or
Swing Line Loans) owing to it); provided that  (i)  such Lender's
obligations under this  Agreement  shall  remain  unchanged, (ii)
such Lender shall remain  solely responsible to the other parties
hereto for the performance  of  such  obligations  and  (iii) the
Borrowers, the Administrative Agent,  the  Lenders  and  the  L/C
Issuer shall continue to  deal  solely  and  directly  with  such
Lender in connection with  such  Lender's  rights and obligations
under this Agreement.

     Any agreement or instrument pursuant to which a Lender sells
such  a participation shall provide that such Lender shall retain
the  sole  right  to enforce this Agreement and  to  approve  any
amendment,  modification  or waiver  of  any  provision  of  this
Agreement; provided that such agreement or instrument may provide
that   such  Lender  will  not,  without  the  consent   of   the
Participant, agree to any amendment, waiver or other modification
described  in clauses (c) or (d) of the first proviso to  Section
10.01  that affects such Participant.  Subject to subsection  (e)
of this Section, each Borrower agrees that each Participant shall
be  entitled to the benefits of Sections 3.01, 3.04 and  3.05  to
the  same  extent  as if it were a Lender and  had  acquired  its
interest  by  assignment  pursuant  to  subsection  (b)  of  this
Section.   To the extent permitted by law, each Participant  also
shall  be entitled to the benefits of Section 10.08 as though  it
were a Lender, provided such Participant agrees to be subject  to
Section 2.13 as though it were a Lender.

     (e)  Limitations  upon  Participant  Rights.  A  Participant
shall  not  be  entitled  to  receive  any  greater payment under
Section 3.01 or  3.04  than the applicable Lender would have been
entitled to receive with respect to  the  participation  sold  to
such Participant, unless the sale of the  participation  to  such
Participant is made with the Company's prior written consent.  In
addition  and  without  limitation of the foregoing  sentence,  a
Participant  that would be a Foreign Lender if it were  a  Lender
shall not be entitled to the benefits of Section 3.01 unless  the
Company is

<PAGE> 103

notified   of   the   participation   sold   to  such Participant
and such Participant agrees, for the benefit of the Borrowers, to
comply with Section 3.01(e) and Section 3.06 as though it were  a
Lender.

     (f)  Certain Pledges.  Any Lender  may at any time pledge or
assign a security interest in all or  any  portion  of its rights
under this Agreement (including under its  Note(s),  if  any)  to
secure obligations  of  such  Lender,  including  any  pledge  or
assignment to secure  obligations  to  a  Federal  Reserve  Bank;
provided that no such  pledge  or  assignment  shall release such
Lender from any of its obligations hereunder  or  substitute  any
such pledgee or assignee for such Lender as a party hereto.

     (g)  Resignation as L/C Issuer or Swing  Line  Lender  after
Assignment.  Notwithstanding  anything  to the contrary contained
herein,  if  at  any time Bank of  America  assigns  all  of  its
Commitment  and  Loans  pursuant to subsection (b) above, Bank of
America may, (i) upon  30  days'  notice  to  the Company and the
Lenders, resign as L/C Issuer and/or (ii) upon 30 days' notice to
the Company, resign as Swing Line Lender and  the Company may (i)
upon 30 calendar days' written notice to Bank of  America, remove
Bank of America as L/C Issuer and/or (ii) upon 30  calendar days'
notice to Bank of America, remove Bank of  America  as Swing Line
Lender.  In the event of any such resignation  or  removal as L/C
Issuer or Swing Line Lender, the Company  shall  be  entitled  to
appoint from among the Lenders a successor  L/C  Issuer  or Swing
Line Lender hereunder; provided, however, that no failure by  the
Company to  appoint   any  such  successor   shall   affect   the
resignation or removal  of Bank of America as L/C Issuer or Swing
Line Lender, as the case may  be.  If  Bank of America resigns or
is removed as  L/C Issuer,  it  shall  retain  all the rights and
obligations of the  L/C  Issuer  hereunder with  respect  to  all
Letters of Credit  outstanding  as  of  the effective date of its
resignation or removal as L/C Issuer and all L/C Obligations with
respect thereto (including the right  to  require  the Lenders to
make Base Rate Committed Loans  or  fund  risk  participations in
Unreimbursed Amounts pursuant  to  Section 2.03(c)).  If  Bank of
America resigns or is removed as  Swing  Line  Lender,  it  shall
retain all the rights  of  the  Swing  Line  Lender  provided for
hereunder with respect  to  Swing  Line  Loans  made  by  it  and
outstanding as of the  effective  date  of  such  resignation  or
removal, including the right to require the Lenders to make  Base
Rate Committed Loans or fund risk participations  in  outstanding
Swing  Line   Loans   pursuant   to   Section 2.04(c).  Upon  the
appointment of a successor L/C Issuer  and/or  Swing Line Lender,
(a) such successor shall succeed to and become vested with all of
the rights, powers, privileges and  duties of  the  retiring   or
removed L/C Issuer or Swing Line  Lender, as the case may be, and
(b) the successor L/C Issuer shall  issue  letters  of  credit in
substitution for the Letters of Credit,  if  any,  outstanding at
the  time   of   such   succession  or  make  other  arrangements
satisfactory  to  Bank  of  America  to  effectively  assume  the
obligations of  Bank  of  America with respect to such Letters of
Credit.

     10.07     Treatment of Certain Information; Confidentiality.
Each  of the Administrative Agent, the Lenders and the L/C Issuer
agrees  to  maintain the confidentiality of the  Information  (as
defined below), except that Information may be disclosed  (a)  to
its   Affiliates  and  to  its  and  its  Affiliates'  respective
partners,  directors, officers, employees, agents,  advisors  and
representatives  (it being understood that the  Persons  to  whom
such  disclosure  is  made will be informed of  the  confidential
nature   of   such  Information  and  instructed  to  keep   such
Information  confidential), (b) to the extent  requested  by  any
regulatory  authority  purporting to have  jurisdiction  over  it
(including  any self-regulatory authority, such as  the  National
Association  of  Insurance  Commissioners),  (c)  to  the  extent
required by applicable laws or


<PAGE> 104

regulations or by any subpoena  or similar legal  process, (d) to
any other party  hereto,  (e)  in connection with the exercise of
any remedies hereunder  or  under any  other Loan Document or any
action or proceeding relating to this Agreement or any other Loan
Document or the enforcement  of rights hereunder  or  thereunder,
(f) subject  to  an agreement containing provisions substantially
the same as  those  of  this Section, to (i)  any  assignee of or
Participant in, or any prospective assignee of or Participant in,
any of its  rights   or  obligations  under this Agreement or any
Eligible Assignee invited to be a Lender pursuant to Section 2.15
(c) or (ii) any actual or  prospective   counterparty   (or   its
advisors)  to  any  swap  or derivative  transaction relating  to
a   Borrower   and   its obligations, (g) with the consent of the
Company or  (h)  to  the   extent  such  Information  (x) becomes
publicly available other than  as   a  result of a breach of this
Section or (y) becomes available to the Administrative Agent, any
Lender, the L/C Issuer or any of their respective Affiliates on a
nonconfidential  basis  from  a source other than the Company.

     For  purposes  of  this  Section,  "Information"  means  all
information received from the Company or any Subsidiary  relating
to  the  Company  or  any Subsidiary or any of  their  respective
businesses, other than any such information that is available  to
the  Administrative  Agent, any Lender or the  L/C  Issuer  on  a
nonconfidential basis prior to disclosure by the Company  or  any
Subsidiary,  provided  that, in the case of information  received
from  the  Company or any Subsidiary after the date hereof,  such
information  is  clearly identified at the time  of  delivery  as
confidential.     Any   Person   required   to    maintain    the
confidentiality of Information as provided in this Section  shall
be  considered to have complied with its obligation to do  so  if
such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person  would  accord
to its own confidential information.

     Each  of  the Administrative Agent, the Lenders and the  L/C
Issuer acknowledges that (a) the Information may include material
non-public  information concerning any Borrower or a  Subsidiary,
as  the  case may be, (b) it has developed compliance  procedures
regarding the use of material non-public information and  (c)  it
will  handle  such material non-public information in  accordance
with  applicable Law, including United States Federal  and  state
securities Laws.

     10.08    Right of Setoff.  If an Event of Default shall have
occurred and be continuing, each Lender, the L/C Issuer and  each
of  their respective Affiliates is hereby authorized at any  time
and  from  time  to  time,  to the fullest  extent  permitted  by
applicable  law,  to  set  off and apply  any  and  all  deposits
(general  or  special, time or demand, provisional or  final,  in
whatever  currency)  at any time held and other  obligations  (in
whatever  currency)  at any time owing by such  Lender,  the  L/C
Issuer  or any such Affiliate to or for the credit or the account
of  any  Borrower against any and all of the obligations of  such
Borrower  now or hereafter existing under this Agreement  or  any
other   Loan   Document  to  such  Lender  or  the  L/C   Issuer,
irrespective  of  whether or not such Lender or  the  L/C  Issuer
shall have made any demand under this Agreement or any other Loan
Document  and although such obligations of such Borrower  may  be
contingent or unmatured or are owed to a branch or office of such
Lender  or  the  L/C Issuer different from the branch  or  office
holding  such  deposit  or obligated on such  indebtedness.   The
rights  of  each  Lender,  the L/C Issuer  and  their  respective
Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender, the
L/C  Issuer or their respective Affiliates may have.  Each Lender
and  the  L/C  Issuer  agrees  to  notify  the  Company  and  the
Administrative   Agent  promptly  after  any  such   setoff   and
application, provided that the failure to give such notice  shall
not affect the validity of such setoff and application.

<PAGE> 105

     10.09    Interest Rate Limitation.  Notwithstanding anything
to the contrary contained in any Loan Document, the interest paid
or  agreed  to  be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable
Law  (the  "Maximum Rate").  If  the Administrative  Agent or any
Lender  shall  receive  interest  in  an  amount that exceeds the
Maximum  Rate,  the  excess  interest  shall  be  applied  to the
principal of  the  Loans or, if it exceeds such unpaid principal,
refunded to  the  Company.  In  determining  whether the interest
contracted for,  charged, or received by the Administrative Agent
or a Lender  exceeds  the  Maximum Rate, such  Person may, to the
extent  permitted by applicable Law, (a) characterize any payment
that is  not principal as an expense, fee, or premium rather than
interest,  (b)  exclude  voluntary  prepayments  and  the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal
or unequal parts the  total  amount  of  interest  throughout the
contemplated term of the Obligations hereunder.

     10.10     Counterparts;  Integration;   Effectiveness.  This
Agreement and the  other  Loan  Documents  may  be  executed   in
counterparts (and  by  different  parties  hereto  in   different
counterparts),  each  of  which shall constitute an original, but
all of which  when  taken  together  shall  constitute  a  single
contract.  This Agreement and the other Loan Documents constitute
the entire  contract  among  the  parties relating to the subject
matter hereof and supersede any and  all  previous agreements and
understandings, oral or written, relating  to  the subject matter
hereof.  Except as provided in Section 4.01,  this  Agreement and
the other Loan Documents shall become  effective  when  it  shall
have been executed by the  Administrative  Agent  and  when   the
Administrative Agent  shall  have  received  counterparts  hereof
that, when taken  together,  bear  the  signatures of each of the
other parties hereto.  Delivery of an  executed  counterpart of a
signature page of this Agreement and any other  Loan  Document by
telecopy or other electronic imaging means shall be  effective as
delivery of a manually executed counterpart of this Agreement and
the other Loan Documents.

     10.11     Survival of Representations  and  Warranties.  All
representations and warranties made hereunder  and  in  any other
Loan Document or other  document  delivered  pursuant  hereto  or
thereto or in connection  herewith or therewith shall survive the
execution and delivery hereof  and thereof.  Such representations
and warranties have  been or   will  be   relied  upon   by   the
Administrative  Agent  and  each  Lender,   regardless   of   any
investigation made by the Administrative  Agent  or any Lender or
on their behalf and notwithstanding that the Administrative Agent
or any Lender may have had notice or knowledge of  any Default at
the time of any Credit Extension,  and  shall  continue  in  full
force and effect as long as any  Loan  or  any  other  Obligation
hereunder shall remain unpaid or  unsatisfied  or any  Letter  of
Credit shall remain outstanding.

     10.12     Severability.  If any provision  of this Agreement
or  the  other  Loan  Documents is held to be illegal, invalid or
unenforceable, (a)  the  legality, validity and enforceability of
the remaining provisions  of  this  Agreement  and the other Loan
Documents shall not be affected or impaired  thereby  and (b) the
parties shall endeavor in good faith negotiations to  replace the
illegal,  invalid   or   unenforceable   provisions   with  valid
provisions the  economic  effect  of  which  comes  as  close  as
possible  to  that  of  the  illegal,  invalid  or  unenforceable
provisions.  The  invalidity  of  a  provision  in  a  particular
jurisdiction shall not invalidate or  render  unenforceable  such
provision in any other jurisdiction.

<PAGE> 106


     10.13     Replacement  of  Lenders.  If any Lender  requests
compensation under Section 3.04, or if any Borrower  is  required
to pay any additional amount to any Lender  or  any  Governmental
Authority for the account of any Lender pursuant to Section 3.01,
if any Lender is a Defaulting Lender or if any other circumstance
exists hereunder that gives the Company  the  right  to replace a
Lender as a party hereto, then  the  Company  may,  at  its  sole
expense  and  effort,   upon   notice  to  such  Lender  and  the
Administrative Agent, require such Lender to assign and delegate,
without  recourse  (in   accordance   with  and  subject  to  the
restrictions  contained  in,  and  consents  required by, Section
10.06), all of its interests, rights and  obligations  under this
Agreement and the related Loan  Documents  to  an  assignee  that
shall assume such obligations  (which  assignee  may  be  another
Lender, if a Lender accepts such assignment), provided that:

     (a)  the Company shall have  paid  (or  caused a  Designated
Borrower  to  pay) to the Administrative Agent the assignment fee
specified in Section 10.06(b);

     (b)  such  Lender  shall  have  received payment of an amount
equal  to the outstanding principal of its Loans and L/C Advances,
accrued  interest  thereon,  accrued  fees  and  all other amounts
payable to  it  hereunder  and  under  the  other  Loan  Documents
(including  any  amounts under Section 3.05) from the assignee (to
the extent of  such outstanding principal and accrued interest and
fees) or the  Company  or  applicable  Designated Borrower (in the
case of all other amounts);

     (c)  in the case of any such  assignment  resulting  from   a
claim  for compensation under Section 3.04 or payments required to
be made pursuant to Section 3.01, such assignment will result in a
reduction in such compensation or payments thereafter; and

     (d)  such assignment does not conflict with applicable Laws.

     A  Lender  shall not be required to make any such assignment
or  delegation if, prior thereto, as a result of a waiver by such
Lender  or otherwise, the circumstances entitling the Company  to
require such assignment and delegation cease to apply.

     10.14     Governing Law; Jurisdiction; Etc.

     (a)  GOVERNING LAW.   THIS AGREEMENT  SHALL  BE GOVERNED BY,
AND  CONSTRUED  IN  ACCORDANCE  WITH, THE LAW OF THE STATE OF NEW
YORK.

     (b)  SUBMISSION TO   JURISDICTION.  EACH   IRREVOCABLY   AND
UNCONDITIONALLY  SUBMITS,  FOR  ITSELF  AND  ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF  THE STATE OF NEW YORK
SITTING IN NEW YORK COUNTY AND  OF  THE  UNITED  STATES  DISTRICT
COURT OF THE SOUTHERN DISTRICT  OF  NEW  YORK,  AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR  PROCEEDING  ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER  LOAN  DOCUMENT, OR
FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT,  AND  EACH OF THE
PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY  AGREES  THAT  ALL
CLAIMS IN RESPECT OF ANY SUCH ACTION OR  PROCEEDING  MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE COURT  OR, TO  THE  FULLEST
EXTENT PERMITTED BY

<PAGE> 107

APPLICABLE LAW, IN SUCH  FEDERAL  COURT.  EACH  OF  THE   PARTIES
HERETO   AGREES   THAT   A   FINAL   JUDGMENT   IN   ANY     SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE  ENFORCED  IN
OTHER JURISDICTIONS BY SUIT ON  THE  JUDGMENT  OR  IN  ANY  OTHER
MANNER PROVIDED BY LAW.  NOTHING  IN  THIS  AGREEMENT  OR  IN ANY
OTHER LOAN   DOCUMENT   SHALL   AFFECT   ANY   RIGHT   THAT   THE
ADMINISTRATIVE  AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ITS PROPERTIES
IN THE COURTS OF ANY JURISDICTION.

     (c)  WAIVER  OF  VENUE.  EACH   BORROWER   IRREVOCABLY   AND
UNCONDITIONALLY  WAIVES,  TO  THE  FULLEST  EXTENT  PERMITTED  BY
APPLICABLE LAW,  ANY  OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS  AGREEMENT  OR ANY OTHER LOAN DOCUMENT IN ANY
COURT REFERRED TO IN PARAGRAPH  (B) OF THIS SECTION.  EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY  WAIVES,  TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM
TO THE MAINTENANCE OF  SUCH  ACTION OR  PROCEEDING  IN  ANY  SUCH
COURT.

     (d)  SERVICE OF PROCESS.  EACH   PARTY   HERETO  IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES
IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT
OF ANY PARTY   HERETO  TO  SERVE  PROCESS   IN  ANY  OTHER MANNER
PERMITTED BY APPLICABLE LAW.

     10.15      Waiver  of Jury Trial.  EACH PARTY HERETO  HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW,  ANY  RIGHT  IT  MAY HAVE TO A TRIAL BY JURY  IN  ANY  LEGAL
PROCEEDING  DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING  TO
THIS  AGREEMENT  OR ANY OTHER LOAN DOCUMENT OR  THE  TRANSACTIONS
CONTEMPLATED  HEREBY OR THEREBY (WHETHER BASED ON CONTRACT,  TORT
OR  ANY  OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT  NO
REPRESENTATIVE,  AGENT  OR  ATTORNEY  OF  ANY  OTHER  PERSON  HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT,  IN  THE EVENT OF LITIGATION, SEEK TO ENFORCE THE  FOREGOING
WAIVER  AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS  BY,  AMONG  OTHER  THINGS,  THE  MUTUAL  WAIVERS   AND
CERTIFICATIONS IN THIS SECTION.

     10.16    No   Advisory    or  Fiduciary  Responsibility.  In
connection  with  all  aspects  of  each transaction contemplated
hereby  (including  in  connection  with any amendment, waiver or
other  modification  hereof  or of any other Loan Document), each
Borrower acknowledges and agrees that:  (i) (A) the arranging and
other  services  regarding  this  Agreement    provided   by  the
Administrative  Agent  and   the   Arrangers   are   arm's-length
commercial transactions  between such Borrower and its respective
Affiliates, on the one hand, and the Administrative Agent and the

<PAGE> 108

Arrangers, on the other hand, (B) such Borrower has consulted its
own legal,  accounting, regulatory and tax advisors to the extent
it has   deemed  appropriate, and (C) such Borrower is capable of
evaluating, and  understands  and  accepts,  the terms, risks and
conditions of the transactions contemplated  hereby  and  by  the
other Loan Documents; (ii) (A), the Administrative Agent and  the
each Arranger each is and has been acting solely as  a  principal
and, except as  expressly  agreed  in  writing  by  the  relevant
parties, has not  been,  is  not,  and  will  not be acting as an
advisor, agent or fiduciary for  such  Borrower  or  any  of  its
Affiliates or any other Person and (B) neither the Administrative
Agent nor the Arrangers has any  obligation  to  such Borrower or
any of its  Affiliates   with   respect   to   the   transactions
contemplated  hereby except those obligations expressly set forth
herein and in  the  other   Loan   Documents;   and   (iii)   the
Administrative Agent  and  the  Arrangers  and  their  respective
Affiliates may be  engaged  in a board range of transactions that
involve interests that differ from those of such Borrower and its
Affiliates,   and   neither   the   Administrative  Agent nor the
Arrangers has any obligation to disclose any of such interests to
such Borrower or its Affiliates.  To the fullest extent permitted
by law, each of the  Borrowers  hereby  waives  and  releases any
claims that it may have  against the Administrative Agent and the
Arrangers with respect to  any breach or alleged breach of agency
or fiduciary  duty  in  connection   with  any   aspect   of  any
transaction contemplated hereby.

     10.17     Electronic  Execution  of  Assignments and Certain
Other  Documents.  The  words "execution," "signed," "signature,"
and  words  of like import in any Assignment and Assumption shall
be  deemed  to  include  electronic  signatures or the keeping of
records  in  electronic  form, each of which shall be of the same
legal  effect,  validity or enforceability as a manually executed
signature or  the  use  of a paper-based recordkeeping system, as
the case may  be, to the  extent  and  as  provided  for  in  any
applicable  law,  including  the Federal Electronic Signatures in
Global and National Commerce Act,  the  New York State Electronic
Signatures and Records Act, or any other similar state laws based
on the Uniform Electronic Transactions Act.

     10.18     USA  PATRIOT  Act  Notice.  Each  Lender  that  is
subject to   the   Act   (as   hereinafter   defined)   and   the
Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies the  Borrowers  that pursuant to the requirements
of the USA PATRIOT Act  (Title III of Pub. L. 107-56 (signed into
law October 26,2001)) (the "Act"),  it  is  required  to  obtain,
verify and record  information  that  identifies  the  Borrowers,
which information includes the name and address  of each Borrower
and other  information  that  will  allow   such   Lender  or the
Administrative Agent, as applicable, to identify such Borrower in
accordance with the Act.  Each Borrower shall, promptly following
a request  by the Administrative Agent or any Lender, provide all
documentation and other information that the Administrative Agent
or such  Lender  requests  in  order  to  comply with its ongoing
obligations under applicable "know your  customer" and anti-money
laundering rules and regulations, including the Act.

     10.19     Judgment   Currency.  If,   for  the   purposes of
obtaining judgment in any court, it is necessary to convert a sum
due  hereunder  or  any  other Loan Document in one currency into
another  currency,  the  rate  of  exchange used shall be that at
which   in    accordance  with  normal  banking  procedures   the
Administrative  Agent could purchase the first currency with such
other currency  on the Business Day preceding that on which final
judgment is given.  The obligation of each Borrower in respect of
any such  sum  due  from  it  to  the Administrative Agent or any
Lender   hereunder   or   under   the other Loan Documents shall,
notwithstanding any judgment  in  a   currency   (the   "Judgment
Currency") other than that in which such sum is denominated in

<PAGE> 109

accordance with the applicable provisions of this Agreement  (the
"Agreement Currency"), be discharged only to the extent that   on
the Business Day following receipt by the Administrative Agent or
such Lender, as the case may be, of any sum adjudged to be so due
in the  Judgment  Currency,  the  Administrative  Agent  or  such
Lender, as the case may be, may in accordance with normal banking
procedures  purchase  the  Agreement  Currency  with the Judgment
Currency.  If the amount of the Agreement Currency  so  purchased
is less than the sum originally due to the  Administrative  Agent
or any Lender from any Borrower in the  Agreement  Currency, such
Borrower agrees, as a separate obligation and notwithstanding any
such judgment, to indemnify  the  Administrative  Agent  or  such
Lender, as the case may be,  against such loss.  If the amount of
the Agreement Currency so  purchased  is  greater  than  the  sum
originally due to the Administrative Agent or any Lender in  such
currency, the Administrative Agent or such Lender,  as  the  case
may be, agrees to  return  the  amount  of  any  excess  to  such
Borrower (or  to  any  other  Person  who may be entitled thereto
under applicable law).



[SIGNATURE                     PAGES                      FOLLOW]

<PAGE> 110

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

                              SEABOARD CORPORATION

                              By:     /s/ Robert L. Steer

                              Name:   Robert L. Steer

                              Title:  Senior Vice President and Chief
                                      Financial Officer

                              MERRIAM FINANCIAL SERVICES, LTD.

                              By:     /s/ Robert L. Steer

                              Name:   Robert L. Steer

                              Title:  Vice President and Treasurer

                              BANK OF AMERICA, N.A., as
                              Administrative Agent

                              By:     /s/ Joan Mok

                              Name:   Joan Mok

                              Title:  Vice President


                              BANK OF AMERICA, N.A., as a Lender,
                              L/C Issuer and Swing Line Lender

                              By:     /s/ David L. Catherall

                              Name:   David L. Catherall

                              Title:  Senior Vice President


                              COBANK, ACB

                              By:     /s/ Alan Schuler

                              Name:   Alan Schuler

                              Title:  Vice President

<PAGE>


                              AGFIRST FARM CREDIT BANK

                              By:     /s/ Bruce B. Fortner

                              Name:   Bruce B. Fortner

                              Title:  Vice President


                              THE BANK OF NOVA SCOTIA

                              By:     /s/ Paula Czach

                              Name:   Paula Czach

                              Title:  Director & Head of Execution


                              U.S.   AGBANK,  FCB,  as  disclosed
                              agent

                              By:     /s/ Travis W. Ball

                              Name:   Travis W. Ball

                              Title:  Vice President


                              COOPERATIEVE  CENTRALE  RAIFFEISEN-
                              BOERENLEENBANK,   B.A.,   "RABOBANK
                              NEDERLAND"

                              By:     /s/ Rebecca O. Morrow

                              Name:   Rebecca O. Morrow

                              Title:  Executive Director

                              By:     /s/ James V. Kenwood

                              Name:   James V. Kenwood

                              Title:  Executive Director


<PAGE>

                              SUNTRUST BANK

                              By:     /s/ Dan Komitor

                              Name:   Dan Komitor

                              Title:  Director


                              THE BANK OF NEW YORK MELLON

                              By:     /s/ Jane Angelini

                              Name:   Jane Angelini

                              Title:  First Vice President


<PAGE>


           SCHEDULES AND EXHIBITS TO AMENDED AND
                  RESTATED CREDIT AGREEMENT

Following is a list of Schedules and Exhibits to the Amended
and Restated Credit Agreement, which are omitted from the
Amended and Restated Credit Agreement which is filed with
the Securities and Exchange Commission ("SEC").  Seaboard
Corporation ("Seaboard") undertakes to provide to the SEC
the Schedules and Exhibits, as requested, subject to
Seaboard's right to request confidential treatment under the
Freedom of Information Act.


Schedule 1.01       --   Mandatory Cost Formulae
Schedule 1.01(a)    --   Applicable Rate
Schedule 1.01(b)    --   Definition of "Excluded Transaction"
Schedule 2.01       --   Commitments and Applicable Percentages
Schedule 5.05       --   Supplement to Interim Financial Statements
Schedule 5.13       --   Subsidiaries; Other Equity Investments
Schedule 5.18       --   Identification Numbers for Designated Borrowers that
                         are Foreign Subsidiaries
Schedule 10.02      --   Administrative Agent's Office; Certain Addresses for
                         Notices


Exhibit A   --      Form of Committed Loan Notice
Exhibit B   --      Form of Swing Line Loan Notice
Exhibit C   --      Form of Note
Exhibit D   --      Form of Compliance Certificate
Exhibit E-1 --      Assignment and Assumption
Exhibit E-2 --      Form of Administrative Questionnaire
Exhibit F   --      Form of Letter of Credit Information Report
Exhibit G   --      Form of Designated Borrower Request and Assumption
                    Agreement
Exhibit H   --      Form of Designated Borrower Notice
Exhibit I   --      Opinion
Exhibit J   --      Form of Company Guaranty

<PAGE>