Execution Copy




                          $950,000,000

                   NINE-MONTH CREDIT AGREEMENT

                  ____________________________

                            IBP, inc.

                               and

                     BANK OF AMERICA, N.A.,

                      as Syndication Agent

                               and

                 U.S. BANK NATIONAL ASSOCIATION,

                     As Administrative Agent

                           Arranged By

                 BANC OF AMERICA SECURITIES LLC,

             as Sole Lead Arranger and Book Manager



                  DATED AS OF December 20, 2000


                         TABLE OF CONTENTS

                                                                   Page
                                                                   ----
1.   DEFINITIONS                                                     1

     1.1  Accounting Terms                                           1
     1.2  Other Terms                                                1

2.   THE COMMITTED LOAN FACILITY                                    17

     2.1  The Committed Loans.                                      17
     2.2  Borrowing Procedure.                                      17
     2.3  The Committed Loan Notes                                  18
     2.4  Payment of Principal of Committed Loans; PrePayments      19
     2.5  Interest on Committed Loans                               19
     2.6  Conversions and Refunding of Committed Loans              19
     2.7  Interest Payments on Committed Loans                      20
     2.8  Number of Base Rate Loans and LIBOR Loans Outstanding     20
     2.9  Inability to Determine Rate                               20
     2.10 Illegality:  Termination of Commitment                    21
     2.11 Application of Prepayments                                21

3.   THE ACCEPTANCE FACILITY                                        22

     3.1  Acceptance Commitment.                                    22
     3.2  Notice of Drawing                                         22
     3.3  Preparation of Drafts and Creation of Acceptances         22
     3.4  Acceptance Obligation of the Company                      23
     3.5  Prepayment                                                24
     3.6  Participations in Acceptances.                            24

4.   THE BID LOAN FACILITY                                          25

     4.1  The Bid Loan Facility                                     25
     4.2  Bid Loan Tender Request Notice                            25
     4.3  Invitation to Tender for Bid Loans                        26
     4.4  Submission and Contents of Bid Loan Tenders.              26
     4.5  Notice to the Company                                     27
     4.6  Acceptance and Rejection of Bid Loan Tenders.             27
     4.7  Making the Bid Loans                                      29
     4.8  The Bid Loan Notes                                        29
     4.9  Interest on Bid Loans                                     29
     4.10 Payments and Prepayments of Bid Loans                     29
     4.11 Reborrowings                                              30

5.   [RESERVED]                                                     30


6.   [RESERVED]                                                     30



                                     -i-



                         TABLE OF CONTENTS
                              (cont.)
                                                                   Page
                                                                   ----
7.   THE FACILITIES IN GENERAL                                      30

     7.1  Payments.                                                 30
     7.2  Interest on Overdue Payments                              31
     7.3  Indemnification                                           32
     7.4  Adjustments of Revolving Commitments                      32
     7.5  Determinations of Rates                                   32
     7.6  Mandatory Prepayments                                     33
     7.7  Mandatory  Prepayments  With  Respect  to  Outstanding
          Acceptances                                               33
     7.8  Capital Adequacy                                          33
     7.9  Charges:  Legal Restrictions                              34
     7.10 Replacement Banks                                         35
     7.11 Funding                                                   36
     7.12 Fees.                                                     36

8.   REPRESENTATIONS AND WARRANTIES                                 36

     8.1  Subsidiaries                                              36
     8.2  Existence and Power                                       37
     8.3  Authority                                                 37
     8.4  Binding Agreement                                         37
     8.5  Litigation                                                37
     8.6  No Conflicting Agreements                                 38
     8.7  Taxes                                                     38
     8.8  Financial Statements                                      38
     8.9  Compliance with Applicable Laws; Environmental Matters    39
     8.10 Property                                                  40
     8.11 Federal Reserve Regulations                               40
     8.12 No Misrepresentation                                      40
     8.13 Employee Benefit Plans.                                   40
     8.14 Investment Company Act                                    41
     8.15 Public Utility Holding Company Act                        41

9.   CONDITIONS OF LENDING -- INITIAL CREDIT EXTENSIONS             41

     9.1  Evidence of Execution and Corporate Action.               41
     9.2  Opinion of Company Counsel                                42
     9.3  Other Instruments and Documents                           42
     9.4  Other Agreements                                          42
     9.5  Fees                                                      42

10.  CONDITIONS OF LENDING -- ALL CREDIT EXTENSIONS                 42

     10.1 All Credit Extensions                                     42
     10.2 Committed Loans                                           43
     10.3 Bid Loans                                                 43
     10.4 Acceptances                                               43

                                   -ii-

                         TABLE OF CONTENTS
                              (cont.)

                                                                   Page
                                                                   ----
11.  AFFIRMATIVE COVENANTS                                          43

     11.1 Preservation of Corporate Existence, Etc                  43
     11.2 Taxes                                                     43
     11.3 Insurance                                                 44
     11.4 Maintenance of Properties                                 44
     11.5 Compliance with Laws, Etc                                 44
     11.6 Financial Statements and Other Information                44
     11.7 Inspections:  Discussions                                 46
     11.8 Books and Records                                         46
     11.9 Use of Proceeds of Loans                                  46
     11.10 Environmental Laws                                       46

12.  NEGATIVE COVENANTS                                             46

     12.1 [Reserved].                                               47
     12.2 [Reserved].                                               47
     12.3 Minimum Debt Service Coverage                             47
     12.4 Maximum Total Fixed Asset Debt and
          Total Senior Fixed Asset Debt to Consolidated
          Adjusted Net Worth Ratios.                                47
     12.5 [Reserved].                                               47
     12.6 Debt in Subsidiaries                                      47
     12.7 Restricted Payments                                       47
     12.8 Liens; Sale of Accounts Receivable                        47
     12.9 Mergers, Consolidations or Asset Sales                    48
     12.10 Obligations as Lessee                                    48
     12.11 Short-Term Investments, Loans, Etc                       49
     12.12 Transactions with Affiliates                             49
     12.13 Nature of Business                                       49

13.  DEFAULT                                                        50

     13.1 Events of Default                                         50
     13.2 Waiver of Defaults                                        53

14.  THE AGENTS                                                     54

     14.1 Appointment                                               54
     14.2 Delegation of Duties, Etc                                 54
     14.3 Indemnification                                           54
     14.4 Exculpatory Provisions                                    54
     14.5 Agents in Their Individual Capacity                       55
     14.6 Knowledge of Default                                      55
     14.7 Resignation and Removal of Administrative Agent           55
     14.8 Requests to the Administrative Agent                      56
     14.9 Other Dealings                                            56


                                 -iii-

                         TABLE OF CONTENTS
                              (cont.)

                                                                   Page
                                                                   ----
     14.10 Calculations                                             56
     14.11 Availability of Funds                                    57

15.  NOTICES                                                        57

     15.1 Notices, Etc                                              57
     15.2 Notices by Administrative Agent or a Bank                 57
     15.3 Telephonic Notices, Authority to Act                      58

16.  EXCESS PAYMENTS                                                58


17.  AMENDMENTS AND WAIVERS                                         58


18.  OTHER PROVISIONS                                               59

     18.1 Successors and Assigns.                                   59
     18.2 No Waiver of Rights by the Banks                          61
     18.3 Headings; Plurals                                         62
     18.4 Counterparts                                              62
     18.5 Severability                                              62
     18.6 Integration                                               62
     18.7 Successors and Assigns; Survival of Representations and
          Warranties                                                62
     18.8 APPLICABLE LAW; WAIVER OF TRIAL BY JURY                   62
     18.9 Interest                                                  63
     18.10 Confidentiality                                          63
     18.11 Banks' Representations                                   64
     18.12 Change in Accounting Principles                          64
     18.13 Reference Banks                                          64
     18.14 Transfer of Credit Documents                             64
     18.15 CONSENT TO JURISDICTION                                  65

19.  COSTS                                                          65

     19.1 Costs and Expenses                                        65
     19.2 Taxes                                                     66
     19.3 Indemnification by the Company                            66
     19.4 Survival                                                  66


                                  -iv-


                            TABLE OF CONTENTS
                                 (cont.)


SCHEDULE 1  Notice Information
SCHEDULE 2  Environmental Disclosure
SCHEDULE 3  Plans
EXHIBIT A   Revolving Commitments
EXHIBIT B   [Reserved]
EXHIBIT C   [Reserved]
EXHIBIT D   [Reserved]
EXHIBIT E   Form of Bid Loan Tender
EXHIBIT F   Form of Bid Loan Tender Request Notice
EXHIBIT G   [Reserved]
EXHIBIT H   Form of Invitation to Tender for Bid Loans
EXHIBIT I   Form of Opinion of General Counsel of the Company
EXHIBIT J   Form of Subordination Provisions
EXHIBIT K   Form of Borrowing Request
EXHIBIT L   Form of Committed Loan Note
EXHIBIT M   Form of Notice of Drawing
EXHIBIT N   Form of Draft
EXHIBIT O   Form of Notice of Creation of Acceptance and
            Grant of Acceptance Participations
EXHIBIT P   Form of Bid Loan Note
EXHIBIT Q   IBP, inc.  Subsidiaries



                            -v-


                   NINE-MONTH CREDIT AGREEMENT

     THIS  NINE-MONTH CREDIT AGREEMENT (the "Agreement"), is made
and  dated  as  of December 20, 2000, by and among IBP,  inc.,  a
Delaware  corporation  (the  "Company"),  the  BANKS  signatories
hereto  and  any  other  financial  institution  which  hereafter
becomes  a  party  hereto (each a "Bank" and,  collectively,  the
"Banks"),  BANK  OF AMERICA, N.A. as Syndication Agent  (in  such
capacity,  the  "Syndication  Agent"),  and  U.S.  BANK  NATIONAL
ASSOCIATION  as  Administrative Agent  for  the  Banks  (in  such
capacity, the "Administrative Agent").

                            RECITALS

     A.    The  Company  desires (i) to obtain a commitment  from
each  of  the  Banks  to make loans to the Company  and  to  risk
participate  in  bankers acceptances drawn by the  Company  on  a
revolving  basis  and  (ii) to have an uncommitted  bid  facility
providing for loans.

     B.   The Banks are willing to extend such commitments to the
Company and to make such bid facility available on the terms  and
subject to the conditions hereinafter set forth.

     NOW,  THEREFORE, in consideration of the above Recitals  and
for  other  good  and  valuable consideration,  the  receipt  and
adequacy  of  which are hereby acknowledged, the  parties  hereto
hereby agree as follows:

1.   DEFINITIONS

     1.1  Accounting Terms.  All accounting terms not specifically
defined  herein  shall be construed in accordance with  Generally
Accepted  Accounting Principles as in effect from time  to  time,
including,  without limitation, applicable statements,  bulletins
and  interpretations issued by the Financial Accounting Standards
Board  and  bulletins, opinions, interpretations  and  statements
issued  by the American Institute of Certified Public Accountants
or  its  committees.   When  used  herein,  the  term  "financial
statements"  shall include the notes and schedules  thereto,  but
need  not  include such notes or schedules when used in reference
to  such  statements of any Person as of any date other than  the
end of a fiscal year of such Person.

     1.2  Other Terms.  The following terms used in this Agreement and
in  any exhibits annexed hereto shall have the following meanings
unless the context otherwise requires.

          "Absolute  Rate" shall have the meaning  set  forth  in
Section 4.4(b).

          "Absolute  Rate  Loan" shall mean a  Bid  Loan  bearing
interest based upon an Absolute Rate.

          "Acceptance"  shall mean a Draft that is  eligible  for
discount  pursuant to paragraph 7 of Section 13  of  the  Federal
Reserve Act and that has been duly accepted by the Administrative
Agent pursuant to Section 3.

          "Acceptance Availability Period" shall mean the  period
from the Effective Date to the Maturity Date.

          "Acceptance  Commission" shall  have  the  meaning  set
forth in Section 3.3.

          "Acceptance  Obligation" shall mean the  obligation  of
the  Company with respect to matured Acceptances as set forth  in
Section 3.4.

          "Acceptance  Participant" shall have  the  meaning  set
forth in Section 3.6(a).

          "Acceptance  Participation" shall have the meaning  set
forth in Section 3.6(a).

          "Accountants"   shall  mean  a  firm   of   independent
certified  public  accountants  of recognized  national  standing
selected by the Company.

          "Accumulated Funding Deficiency" shall have the meaning
assigned to that term in Section 412 of the Code.

          "Administrative  Agent" shall mean U.S.  Bank  National
Association,  or  any  successor thereto  appointed  pursuant  to
Section 14.7.

          "Affiliate" shall mean, when used with reference to any
Person,  a  Person  (other than a Consolidated Subsidiary)  which
directly  or indirectly controls, is controlled by, or  is  under
common  control  with, such other Person.  For purposes  of  this
definition,  "control" (including with correlative meanings,  the
terms  "controlling," "controlled by" and "under  common  control
with"),  as applied to any Person, means the possession, directly
or  indirectly, of the power to direct or cause the direction  of
the  management and policies of that Person, whether through  the
ownership of voting securities or by contract or otherwise.

          "Agent"  shall  mean the Administrative  Agent  or  the
Syndication Agent (collectively, the Agents").

          "Aggregate Outstandings" shall mean at the time of  any
determination:

          (a)  with respect to a Bank, the sum of (i) the aggregate unpaid
     principal amount of all Committed Loans made by such Bank, (ii)
     such Bank's Pro Rata Share of the sum of the aggregate unpaid
     face amount of all outstanding unmatured Acceptances and the
     aggregate amount of all outstanding Acceptance Obligations, and
     (iii) the aggregate unpaid principal amount of all Bid Loans made
     by such Bank, and

          (b)  with respect to all Banks, the sum of the Aggregate
     Outstandings of all Banks.

          "Aggregate Revolving Commitment" shall mean the sum  of
the  Revolving Commitments set forth in Exhibit A hereto, as  the
same may be adjusted as herein provided.

          "Allowable Working Capital" shall mean, as of the  date
of  any  determination, 85% of the amount by which (i) the amount
determined   pursuant  to  clause  (a)  of  the   definition   of
Consolidated  Current  Assets exceeds (ii)  Consolidated  Current
Liabilities less any current maturities of Funded Debt and Short-
Term  Borrowing of the Company and its Consolidated  Subsidiaries
included therein.



                                2


          "Applicable Base Rate" shall mean on any day  the  Base
Rate on such day plus the Applicable Margin.

          "Applicable LIBO Rate" shall mean with respect  to  any
LIBOR Loan for the applicable Interest Period, the rate per annum
(rounded upward, if necessary, to the next higher 1/10,000 of 1%)
equal to the LIBO Rate plus the Applicable Margin.

          "Applicable Margin" shall mean:

          (a)  with respect to Base Rate Loans, 0%; and

          (b)  with respect to LIBOR Loans and Acceptances (A) 0.85% if
     Level I Status exists on the applicable day from the initial
     Borrowing Date through January 31, 2001, (B) 1.05% if Level II
     Status exists on the applicable day from the initial Borrowing
     Date through January 31, 2001, (C) 0.60% if Level I Status exists
     on the applicable day on or after February 1, 2001, (D) 0.80% if
     Level II Status exists on the applicable day on or after February
     1, 2001.

          "Arranger" shall mean Banc of America Securities LLC.

          "Bank of America" shall mean Bank of America, N.A..

          "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  U.S.  Bank  National
Association as its "prime rate."  Such rate is a rate set by U.S.
Bank  National  Association based upon various factors  including
U.S.  Bank  National  Association'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 U.S. Bank National Association shall take effect  at
the  opening  of  business  on the day specified  in  the  public
announcement of such change.

          "Base  Rate  Loans"  shall  mean  all  Committed  Loans
bearing interest at a rate based upon the Base Rate.

            "Bid Loan" shall mean a loan advance by a Bank to the
Company  as  part  of  a Bid Loan Borrowing  resulting  from  the
auction bidding procedure described in Section 4.

          "Bid  Loan Borrowing" shall mean a borrowing consisting
of  simultaneous Bid Loans from each of the Banks whose offer  to
make  a  Bid Loan as part of such borrowing has been accepted  by
the Company under the auction procedure described in Section 4.

          "Bid Loan Facility" shall mean the uncommitted facility
granted  by the Banks to the Company pursuant to Section 4  under
which the Company may request the Banks to make Bid Loans and the
Banks may make offers to make Bid Loans.

          "Bid  Loan  Note" shall have the meaning set  forth  in
Section 4.8.


                                    3


          "Bid  Loan Tender" shall mean the offer or offers of  a
Bank  pursuant  to Section 4.4 to make Bid Loans in  a  specified
principal  amount at a specified interest rate  in  the  form  of
Exhibit E hereto.

          "Bid  Loan Tender Request Notice" shall mean  a  notice
substantially  in  the  form of Exhibit F  hereto  given  by  the
Company pursuant to Section 4.2.

          "Borrowing  Date" shall have the meaning set  forth  in
(i)  Section 2.2 with respect to Committed Loans and (ii) Section
4.2 with respect to Bid Loans.

          "Borrowing Request" shall have the meaning set forth in
Section 2.2.

          "Business  Day"  shall  mean  any  day  other  than   a
Saturday,  Sunday or any other day on which commercial  banks  in
Minneapolis, Minnesota, Chicago, Illinois, or New York, New  York
are authorized or required by law or other governmental action to
close.

          "Change  of  Control" shall mean, with respect  to  the
Company, an event or series of events by which:

          (a)  consummation of the proposed merger of the Company with
     Rawhide  Acquisition Corporation or an Affiliate thereof  or
     consummation of the acquisition of the shares of the Company by
     Smithfield Foods, Inc. or Tyson Foods, Inc.; or

          (b)  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 any employee benefit plan of the Company or its
     subsidiaries, or any Person acting in its capacity as trustee,
     agent or other fiduciary or administrator of any such plan),
     including, without limitation, Smithfield Foods, Inc. or Tyson
     Foods, Inc., becomes the "beneficial owner" (as defined in Rules
     13d-3 and 13d-5 under the Securities Exchange Act of 1934, except
     that a person shall be deemed to have "beneficial ownership" of
     all securities that such person has the right to acquire, whether
     such right is exercisable immediately or only after the passage
     of time), directly or indirectly, of greater than 50% of the
     equity interests of the Company; or

          (c)  during any period of 12 consecutive months, a majority of
     the members of the board of directors of the Company cease to be
     composed of individuals (i) who were members of that board on the
     first day of such period, (ii) whose election or nomination to
     that board was approved by individuals referred to in clause (i)
     above constituting at the time of such election or nomination at
     least  a majority of that board, or (iii) whose election  or
     nomination to that board was approved by individuals referred to
     in clauses (i) and (ii) above constituting at the time of such
     election or nomination at least a majority of that board.

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

          "Commitment" shall mean, with respect to any Bank, such
Bank's Revolving Commitment.



                                 4


          "Committed  Loan" shall have the meaning set  forth  in
Section 2.1.

          "Committed Loan Note" shall have the meaning set  forth
in Section 2.3.

          "Company"  shall  have the meaning  set  forth  in  the
introduction to this Agreement.

          "Consolidated Adjusted Net Worth" shall mean, as of the
date  of  any determination, the sum of the amounts set forth  on
the   consolidated  balance  sheet  of  the   Company   and   its
Consolidated  Subsidiaries as shareholders' equity as  determined
in accordance with Generally Accepted Accounting Principles.

          "Consolidated Cash Flow" shall mean, for any period and
calculated  based  upon any four of the five  consecutive  fiscal
quarters  immediately preceding the date of calculation,  at  the
option of the Company, an amount equal to (x) the sum of (i)  net
income  before  income taxes, (ii) non-cash expenses,  and  (iii)
interest  expense (excluding accretion relating  to  zero  coupon
notes  and the amortization of deferred financing costs, premiums
or  discounts) less (y) non-cash income, all determined  for  the
Company and its Consolidated Subsidiaries on a consolidated basis
in  accordance  with  Generally  Accepted  Accounting  Principles
consistently applied.

          "Consolidated  Current Assets" shall mean,  as  of  the
date  of  any determination, the total of (a) all assets  of  the
Company and its Consolidated Subsidiaries which properly  may  be
classified  as  current  assets  in  accordance  with   Generally
Accepted  Accounting  Principles on a consolidated  basis,  after
eliminating  all  inter-company items, provided  that  notes  and
accounts  receivable shall be included only if  due  and  payable
within  one  year from the date as of which Consolidated  Current
Assets  are to be determined and shall be included at their  face
value  less  reserves (including reserves for doubtful  accounts)
determined to be sufficient in accordance with Generally Accepted
Accounting Principles.

          "Consolidated Current Liabilities" shall  mean,  as  of
the  date  of any determination, the total of Current Liabilities
of the Company and its Consolidated Subsidiaries, determined on a
consolidated   basis,  in  accordance  with  Generally   Accepted
Accounting Principles, after eliminating all inter-company items.

          "Consolidated Debt Service" shall mean, for any period,
the  sum  of  (a)  capitalized  interest,  (b)  interest  expense
(excluding  accretion  relating to  zero  coupon  notes  and  the
amortization of deferred financing costs, premiums or  discounts)
and  (c)  Mandatory  Principal Payments, all determined  for  the
Company and its Consolidated Subsidiaries on a consolidated basis
in  accordance  with  Generally  Accepted  Accounting  Principles
consistently applied.  For purposes of calculating the  ratio  of
Consolidated  Cash Flow to Consolidated Debt Service  as  of  the
last day of any fiscal quarter, amounts under clauses (a) and (b)
above  shall be calculated based upon the same four of  the  five
preceding fiscal quarters as are the bases of the calculation  of
Consolidated Cash Flow as of such day.

          "Consolidated Funded Debt" shall mean, as of  the  date
of any determination, the total of all Funded Debt of the Company
and  its  Consolidated Subsidiaries, determined on a consolidated


                                 5


basis   in   accordance   with  Generally   Accepted   Accounting
Principles, after eliminating all inter-company items.

          "Consolidated Net Income" shall mean, for  any  period,
the balance remaining after deducting from the gross revenues  of
the  Company  and its Consolidated Subsidiaries all expenses  and
other  proper charges (including taxes on income), all determined
on  a  consolidated  basis in accordance with Generally  Accepted
Accounting Principles consistently applied.

          "Consolidated Senior Funded Debt" shall mean, as of the
date  of any determination, all Senior Funded Debt of the Company
and its Consolidated Subsidiaries.

          "Consolidated Subordinated Funded Debt" shall mean,  as
of the date of any determination, all Subordinated Funded Debt of
the Company and its Consolidated Subsidiaries.

          "Consolidated Subsidiary" shall mean, as of the date of
any  determination, any Subsidiary of the Company included in the
financial statements of the Company and its Subsidiaries prepared
on  a  consolidated  basis in accordance with Generally  Accepted
Accounting principles.

          "Consolidated Total Assets" shall mean, as of the  date
of  any  determination,  the  total of  all  assets  which  under
Generally Accepted Accounting Principles would be included  on  a
consolidated  balance sheet of the Company and  its  Consolidated
Subsidiaries, after eliminating all inter-company items.

          "Credit Documents" shall mean the Notes and the  drafts
filled in and completed in accordance with Section 3.3.

          "Credit Extensions" shall mean the Committed Loans, the
Bid Loans and the Acceptances.

          "Current  Liabilities" as applied to  a  Person,  shall
mean,  as  of  the  date of any determination,  all  Indebtedness
(other  than any such Indebtedness constituting Funded  Debt)  of
such   Person  which  may  properly  be  classified  as   current
liabilities  in  accordance  with Generally  Accepted  Accounting
Principles.

          "Default" shall mean an event, act or occurrence which,
with  the giving of notice or the lapse of time (or both),  would
become an Event of Default.

          "Discount Charge" shall have the meaning set  forth  in
Section 3.3.

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

          "Draft"  shall  have the meaning set forth  in  Section
3.3.

          "Drawing"  shall have the meaning set forth in  Section
3.1.

          "Drawing  Date"  shall  have the meaning-set  forth  in
Section 3.2.



                                  6


          "Effective Date" shall mean the date specified  by  the
Administrative  Agent in a written notice given to  the  Company,
the  Syndication Agent and the Banks as being the first  date  on
which  all  conditions  precedent set  forth  in  Section  9  are
satisfied or waived by all Banks.

          "Eligible  Accounts Receivable" shall have the  meaning
set forth in Section 12.8(b).

          "Eligible Assignee" shall have the meaning set forth in
Section 18.1(h).

          "Employee  Benefit  Plan" shall mean "employee  benefit
plan" as that term is defined in Section 3(3) of ERISA.

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

          "Environmental Laws" means all federal, state or  local
laws, statutes, common law duties, rules, regulations, ordinances
and  codes,  together  with all administrative  orders,  directed
duties,  requests, licenses, authorizations and permits  of,  and
agreements  with, any Governmental Bodies, in each case  relating
to environmental, health, safety and land use matters.

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

          "Eurodollar  Business Day" shall mean  a  Business  Day
upon  which  commercial banks in London,  England  are  open  for
domestic and international business.

          "Event  of Default" shall mean any event set  forth  in
Section 13.1.

          "Excess  Payment" shall mean any payment or  prepayment
received by a Bank, whether voluntary or involuntary, through the
exercise of the right of setoff or otherwise, in respect of:

          (a)  any Committed Loan and Acceptance Participation in
     excess of its Pro Rata Share of all payments and prepayments
     on all Committed Loans of the same type (i.e. LIBOR Loans and
     Base Rate Loans, in each case having the same Borrowing Date
     and, with respect to LIBOR Loans, the same Interest Period)
     and Acceptance Participations in Acceptances having the same
     Drawing Date and the same maturity date; and

          (b)  any Bid Loan in excess of its ratable share of all payments
     and prepayments on (i) Absolute Rate Loans having the same
     Borrowing Date and the same maturity date and (ii) Money Market
     Loans having the same Borrowing Date and the same Interest


                                 7


     Period, such ratable share for purposes of this clause (b) being
     (x) in the case of Absolute Rate Loans, the proportion which the
     outstanding unpaid principal balance of such Absolute Rate Loan
     payable to such Bank at the time of its receipt of such payment
     or prepayment bears to the aggregate outstanding unpaid principal
     balance of all outstanding Absolute Rate Loans having the same
     Borrowing Date and the same maturity date as such Absolute Rate
     Loan at such time, and (y) in the case of Money Market Loans, the
     proportion which the outstanding unpaid principal balance of such
     Money Market Loan payable to such Bank at the time of its receipt
     of such payment or prepayment bears to the aggregate outstanding
     unpaid principal balance of all Money Market Loans having the
     same Borrowing Date and the same Interest Period as such Money
     Market Loan at such time; provided, that no payment or prepayment
     received by a Bank as a result of the remission and application
     of funds by the Administrative Agent pursuant to, and in
     accordance with, the provisions of the penultimate paragraph of
     Section 13.1 shall be an Excess Payment.

          "Facility  Fee"  shall have the meaning  set  forth  in
Section 7.12(a).

          "Federal Funds Rate" shall mean, for any day, the  rate
per  annum (rounded upwards to the nearest 1/100 of 1%) equal  to
the  weighted  average  of the rates on overnight  Federal  funds
transactions with members of the Federal Reserve System  arranged
by Federal funds brokers on such day, as published by the Federal
Reserve  Bank  on  the  Business Day next  succeeding  such  day;
provided that (a) if 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 charged to Bank of America  on
such day on such transactions as determined by the Administrative
Agent.

            "Federal  Reserve  Board" shall  mean  the  Board  of
Governors  of  the  Federal Reserve System  or  any  governmental
authority succeeding to its functions.

          "Fee  Letters"  shall  mean the letters  referenced  in
Sections 7.12(c) and (d).

          "Financial Statements" shall have the meaning set forth
in Section 8.8.

          "Funded  Debt" shall mean, with respect to  any  Person
and  as  of  the  date  of  any determination,  that  portion  of
Indebtedness of such Person which matures one year or  more  from
the date of determination thereof, or is renewable or extendable,
at  the option of the debtor, by its terms or by the terms of any
instrument or agreement relating thereto, to a date one  year  or
more   from   such  date  of  determination.   For  purposes   of
calculating  Funded Debt hereunder, Indebtedness  of  any  Person
which is governed by an agreement that provides for the automatic
renewal  of  the  maturity of such Indebtedness subject  only  to
fulfillment of conditions precedent which the debtor  is  capable
of  immediately fulfilling shall be considered as having a  final
maturity  of  one  year  or more from the date  of  determination
thereof  to the extent such renewals thereof as provided in  such
agreement  permit such Indebtedness to mature one  year  or  more
from such date of determination.

          "Generally  Accepted Accounting Principles" shall  mean
generally  accepted accounting principles as in effect from  time
to  time  in the United States, which shall include the  official
interpretations  thereof  by the Financial  Accounting  Standards
Board.

          "Governmental  Body"  shall  mean  any  court  or   any
federal,  state  or  municipal  department,  commission,   board,
bureau, agency, public authority or instrumentality.



                           8


          "Indebtedness", as applied to a Person and  as  of  the
date of any determination, shall mean (a) all items (except items
of  capital stock or of surplus or of deferred credits and  other
liabilities   combined  with  deferred  credits   for   financial
reporting purposes or minority interests in Subsidiaries of  such
Person)  which  in accordance with Generally Accepted  Accounting
Principles applied in the preparation of the financial statements
of  the  Company  and  its  Consolidated  Subsidiaries  would  be
included  in  determining  total  liabilities  as  shown  on  the
liability  side  of  a  balance sheet of  such  Person;  (b)  all
indebtedness secured by any Lien on any property or  asset  owned
or  held  by  such  Person subject thereto, whether  or  not  the
indebtedness secured thereby shall have been assumed; and (c) all
indebtedness  of  others  which  such  Person  has  directly   or
indirectly guaranteed, endorsed (otherwise than for collection or
deposit  in  the  ordinary  course of business)  discounted  with
recourse,  or agreed (contingently or otherwise) to  purchase  or
repurchase  or  otherwise acquire, or in respect  of  which  such
Person  has otherwise become directly or indirectly liable.   For
the  purpose  of computing the Indebtedness of any Person,  there
shall be excluded any particular indebtedness which meets one  or
more of the following categories:

          (c)  Indebtedness with respect to which sufficient cash or cash
     equivalents or securities shall have been deposited in trust to
     provide for the full payment, redemption or satisfaction of the
     principal of, premium, if any, and interest to accrue on, such
     Indebtedness to the stated maturity thereof or to the date of
     prepayment thereof, as the case may be, and as a result of such
     deposit  such  particular Indebtedness, in  accordance  with
     Generally Accepted Accounting Principles, shall no longer be
     required to be reported on a balance sheet of such Person as a
     liability and such cash or cash equivalents or securities shall
     not be required to be reported as an asset; or

          (d)  Indebtedness which is not classified as Indebtedness under
     clause (a) of the definition of Indebtedness and which is payable
     solely out of certain property or assets of such Person, or is
     secured by a Lien on certain property or assets owned or held by
     such Person, in either case without any further recourse to or
     liability of such Person, to the extent such Indebtedness exceeds
     (x) if such Person records such property or assets on its books,
     the value for such property or assets recorded on such books or
     (y) if such Person does not record such property or assets on its
     books, (1) if such Indebtedness is a general obligation of the
     entity which does record such property or assets on its books,
     the net investment in or advances to such entity as recorded on
     the books of such Person or (2) if such Indebtedness is payable
     solely out of certain property or assets of such entity, the
     lesser of the value for such property or assets recorded on the
     books of such entity or the net investment in or advances to such
     entity as recorded on the books of such Person, in each case
     determined in accordance with Generally Accepted Accounting
     Principles; or

         (e)  Indebtedness to the extent payable from accounts receivable
     which  have been sold, assigned or otherwise transferred  to
     another Person in a transaction classified as a sale of accounts
     receivable  in accordance with Generally Accepted Accounting
     Principles.

          "Interest Period" shall mean, with respect to any LIBOR
Loan  or Money Market Loan, a period from the Borrowing Date with
respect  to such Loan (or the date of the expiration of the  then


                                9


current Interest Period with respect to any LIBOR Loan) to a date
1,  2  or 3 weeks or 1, 2, 3 or 6 months thereafter (but only  to
the  extent  Dollar  deposits  of  such  duration  are  generally
available  in the inter-bank Eurodollar market), subject  in  all
cases to the following:

          (a)  if any Interest Period with respect to a LIBOR Loan or Money
     Market  Loan  would otherwise end on a day which  is  not  a
     Eurodollar Business Day, that Interest Period shall be extended
     to the next succeeding Eurodollar Business Day, unless the result
     of such extension would be to extend such Interest Period into
     another calendar month, in which event such Interest Period shall
     end on the immediately preceding Eurodollar Business Day;

          (b)  subject to the provisions of Sections 2.9 and 2.10, a
     Borrowing Request selecting a particular Interest Period once
     received by the Administrative Agent is irrevocable and binding
     on the Company;

          (c)  no Interest Period for a Loan shall extend beyond the
     Maturity Date;

          (d)  each Interest Period with respect to a LIBOR Loan or a Money
     Market Loan shall be determined, and may vary in regard to the
     length of period, in accordance with the customs and practices of
     the international inter-bank markets;

          (e)  the first Interest Period for any LIBOR Loan shall commence
     on the date of such Loan, and each succeeding Interest Period (if
     any) for such Loan shall commence on the last day of the
     preceding Interest Period; and

          (f)  Interest Periods for LIBOR Loans in excess of three months
     or less than one month are subject to availability by all Banks,
     as determined by each Bank.

          "Investments"  shall  have the  meaning  set  forth  in
Section 12.11.

          "Invitation  to  Tender for Bid Loans"  shall  mean  an
invitation  substantially in the form of Exhibit H hereto,  given
by  the Administrative Agent on behalf of the Company pursuant to
Section 4.3.

          "Invoked  Event  of Default" shall  mean  an  Event  of
Default  which has either resulted in the automatic  acceleration
of  the  obligations of the Company hereunder pursuant to Section
13.1  or  on  account of which the Administrative Agent,  at  the
direction of the Majority Banks, has declared the Obligations  of
the  Company  hereunder immediately due and payable  pursuant  to
Section  13.1 or as a result of which the Commitments  have  been
terminated pursuant to Section 13.1.

          "Level  I Status" shall exist at any date if,  at  such
date,  the  Company's senior unsecured long-term  debt  is  rated
either A- or higher (or the equivalent) as publicly announced  by
S&P or A3 or higher (or the equivalent) as publicly announced  by
Moody's;

          "Level  II Status" shall exist at any date if, at  such
date, Level I Status does not exist;


                                   10



          "LIBO  Rate"  shall mean for any Interest  Period  with
respect to any LIBOR Loan:

          (a)  the rate per annum equal to the rate determined by the
     Administrative Agent to be the offered rate that appears on the
     page  of the Telerate screen (or any successor thereto) that
     displays  an  average  British Bankers Association  Interest
     Settlement Rate for deposits in Dollars (for delivery on the
     first day of such Interest Period) with a term equivalent to such
     Interest  Period, determined as of approximately 11:00  a.m.
     (London time) two Eurodollar Business Days prior to the first day
     of such Interest Period, or

          (b)  if the rate referenced in the preceding subsection (a) does
     not appear on such page or service or such page or service shall
     cease to be available, the rate per annum equal to the rate
     reasonably determined by the Administrative Agent to be the
     offered rate on such other page or other service that displays an
     average British Bankers Association Interest Settlement Rate for
     deposits in Dollars (for delivery on the first day of such
     Interest Period) with a term equivalent to such Interest Period,
     determined as of approximately 11:00 a.m. (London time) two
     Eurodollar Business Days prior to the first day of such Interest
     Period, or

          (c)  if the rates referenced in the preceding subsections (a) and
     (b) are not available, the rate per annum reasonably determined
     by the Administrative Agent as the rate of interest (rounded
     upward to the next 1/100th of 1%) at which deposits in Dollars
     for delivery on the first day of such Interest Period in same day
     funds in the approximate amount of the LIBOR 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 to major banks in the offshore Dollar
     market at their request at approximately 11:00 a.m. (London time)
     two  Eurodollar Business Days prior to the first day of such
     Interest Period.

          "LIBOR  Loans"  shall mean all Committed Loans  bearing
interest at a rate based upon the LIBO Rate.

          "Lien"  shall mean any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement  or
other similar encumbrance.

          "Loans"  shall  mean, collectively and  severally,  the
Committed Loans and the Bid Loans made by the Banks or  a  single
Bank (as the context may indicate) (including any continuation of
a  Loan  based upon a particular interest rate alternative  to  a
Loan  based  upon  the  same interest  rate  alternative  or  the
conversion  of  a  Loan  based upon a  particular  interest  rate
alternative  to  a  Loan  based upon a  different  interest  rate
alternative).  "Loan" means a single such loan made by any Bank.

          "Majority  Banks" shall mean (a) when no Invoked  Event
of Default shall exist, Banks having Commitments greater than 50%
of  the  Aggregate Revolving Commitment and (b) when  an  Invoked
Event   of   Default   shall  exist,  Banks   holding   Aggregate
Outstandings greater than 50% of the Aggregate Outstandings  held
by all of the Banks.



                                11


          "Mandatory  Principal Payments"  shall  mean,  for  any
period  and  calculated  based upon  the  preceding  four  fiscal
quarters,  the  quotient  of (a) the sum  of  (i)  all  mandatory
principal payments made on indebtedness for borrowed money of the
Company  or  any  Consolidated  Subsidiary  (including  accretion
relating  to  zero  coupon notes) plus  (ii)  the  minimum  lease
payments  under capital leases with respect to which the  Company
or any Consolidated Subsidiary is lessee less the portion of such
minimum  lease  payments  which would be  expensed  as  interest,
determined  on  a  consolidated basis for  the  Company  and  its
Consolidated  Subsidiaries in accordance with Generally  Accepted
Accounting  Principles consistently applied, divided by  (b)  the
remainder of 1 minus the Tax Rate.

          "Material  Subsidiary" shall mean any Subsidiary  which
owns 5% or more of the Consolidated Total Assets.

          "Maturity Date" shall mean September 20, 2001.

          "Money Market Loan" shall mean a Bid Loan, the interest
rate on which is determined on the basis of the LIBO Rate and the
Money Market Margin.

          "Money  Market Margin" shall have the meaning  assigned
to such term in Section 4.4(b).

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

          "Note"  shall mean a Bid Loan Note or a Committed  Loan
Note (collectively the "Notes ").

          "Notice of Drawing" shall have the meaning assigned  to
such term in Section 3.2.

          "Officer's   Certificate"  shall  mean  a   certificate
executed  on  behalf of the Company by the President,  any  Vice-
President, the Treasurer, any Assistant Treasurer, the Controller
or any Assistant Controller of the Company.

          "PBGC"   shall   mean  the  Pension  Benefit   Guaranty
Corporation  created  by  Section  4002(a)  of  ERISA,   or   any
Governmental Body succeeding to the functions thereof.

          "Permitted Liens" shall mean:

          (a)  Liens given by the Company or a Consolidated Subsidiary to
     secure the payment of the purchase price of fixed assets (all
     such  Liens  being called "Purchase Money Liens")  acquired,
     constructed  or improved by the Company or such Consolidated
     Subsidiary after the Effective Date, provided that:

               (i)  such Purchase Money Liens shall have been created
          contemporaneously with or within six months after the later of
          the acquisition, construction, improvement or placing in service
          of the fixed assets subject thereto;



                                   12


               (ii) no such Purchase Money Liens shall extend to or cover any
          other Property of the Company or such Consolidated Subsidiary, as
          the case may be, and

               (iii) the aggregate amount of the Indebtedness secured by any
          such Purchase Money Liens in respect of any such Property
          (whether or not the Company or such Consolidated Subsidiary
          assumes or otherwise becomes liable for such Indebtedness) shall
          not exceed 100% of the lesser of the cost or fair market value of
          such Property at the time of acquisition, construction or
          improvement thereof;

          (b)  Liens in respect of Property acquired by the Company or a
     Consolidated Subsidiary which were created prior to, and are in
     existence  on the date of, the acquisition of such  Property
     (whether  or not the Company or such Consolidated Subsidiary
     assumes or otherwise becomes liable for any Indebtedness secured
     thereby)  and,  in the case of any Person  which  becomes  a
     Consolidated Subsidiary after the date of this Agreement, Liens
     on its Property or on the outstanding shares of its capital stock
     created prior to, and existing on, the date such Person becomes a
     Consolidated Subsidiary, provided that no such Lien shall extend
     to  or  cover  any  other Property of the  Company  or  such
     Consolidated Subsidiary, as the case may be;

          (c)  Liens and priority claims incidental to the conduct of
     business or the ownership of Property and assets (including
     warehousemen's, attorneys' and statutory landlords' liens) and
     Liens, pledges or deposits in connection with workmen's
     compensation, unemployment insurance, old age benefit or social
     security obligations, taxes and duties, governmental charges or
     levies, assessments, performance bonds, statutory obligations or
     other similar charges, Liens of carriers, contractors, mechanics,
     repairmen and materialmen, good faith deposits in connection with
     tenders, bids, contracts or leases to which the Company or any
     Consolidated Subsidiary is a party or other deposits required to
     be made in the ordinary course of business and not in connection
     with the borrowing of money; provided in each case the obligation
     secured is not overdue or, if overdue, is being contested in good
     faith by appropriate proceedings and subject to appropriate
     reserves;

          (d)  The pledge of assets for the purpose of securing any appeal
     or stay or discharge in the course of any legal proceeding and
     Liens on or resulting from judgments or awards in respect of
     which the Company or any of its Consolidated Subsidiaries shall
     at any time in good faith be prosecuting an appeal or proceeding
     for review, provided, that the aggregate book value of assets so
     pledged or subject to such Lien does not exceed $1,000,000 at any
     one time;

          (e)  Easements, rights-of-way, restrictions and other similar
     encumbrances incurred in the ordinary course of business which,
     in the aggregate, are not substantial in amount, and which do not
     in any case materially detract from the value of the Property
     subject thereto or interfere with the ordinary conduct of the
     business of the Company and its Subsidiaries taken as a whole;



                                   13


         (f)  Liens created pursuant to applications or reimbursement
     agreements pertaining to commercial letters of credit which
     encumber only the goods, or documents of title covering the
     goods, which are sold or shipped in the transaction for which
     such letters of credit were issued;

          (g)  Liens securing Indebtedness of Consolidated Subsidiaries if
     all  such  Indebtedness is owned by the Company  or  another
     Consolidated Subsidiary;

          (h)  Liens incurred by the Company after the date of this
     Agreement in connection with industrial revenue bond financing
     for facilities (including pollution control equipment) to be used
     by the Company or any Consolidated Subsidiary;

          (i)  Liens on Property or assets of the Company or a Consolidated
     Subsidiary existing as of the date of this Agreement and securing
     Indebtedness of the Company or such Consolidated Subsidiary, as
     the case may be;

          (j)  Liens relating to accounts receivable of the Company or any
     of its Consolidated Subsidiaries which have been sold, assigned
     or otherwise transferred to another Person in a transaction
     classified as a sale of accounts receivable in accordance with
     Generally Accepted Accounting Principles and in accordance with
     the limitation set forth in Section 12.8(b) hereof; and

          (k)  In addition to those Liens permitted by the foregoing
     clauses (a) through other Liens on Property of the Company or a
     Consolidated Subsidiary securing Indebtedness of the Company or
     such Consolidated Subsidiary in an aggregate amount at any time
     outstanding not exceeding 3-1/2% of Consolidated Adjusted Net
     Worth  as  set forth in the most recent financial statements
     delivered to the Banks pursuant to Section 11.6.

          "Person"  shall  mean a corporation, an association,  a
partnership,  an  organization, a business, a  joint  venture,  a
trust,  an  individual,  a government or a political  subdivision
thereof or a governmental agency.

          "Plan" shall mean a pension plan, as defined in Section
3(2) of ERISA, subject to Title IV of ERISA, which the Company or
any  Related Person to the Company or any Subsidiary sponsors  or
maintains, or to which the Company or any Related Person  to  the
Company  or Subsidiary makes, is making, or is obligated to  make
contributions,  or  in the case of a multiple employer  plan,  as
described in Section 4064(a) of ERISA, has made contributions  at
any  time  during the immediately preceding five plan years;  but
excluding in all cases any multiemployer plan within the  meaning
of Section 4001(a)(3) of ERISA.

          "Plan Administrator" shall have the meaning assigned to
the term "administrator" in Section 3(16)(A) of ERISA.

          "Plan  Sponsor" shall have the meaning assigned to  the
term "plan sponsor" in Section 3(16)(B) of ERISA.



                                14


           "Pro Rata Share" shall mean with respect to a Bank and
at  the  time of any determination, (a) when no Invoked Event  of
Default  shall exist, the proportion, expressed as a  percentage,
which  its  Revolving Commitment bears to the Aggregate Revolving
Commitment, and (b) when an Invoked Event of Default shall exist,
the  proportion, expressed as a percentage, which  its  Aggregate
Outstandings bears to the Aggregate Outstandings held by  all  of
the Banks.

          "Prohibited  Transaction"  shall  have  the  respective
meanings assigned to that term in Section 4975 of the Code and in
Section 406 of ERISA.

          "Property"  shall  mean all types  of  real,  personal,
tangible, intangible or mixed property.

          "Rate  Notice" shall have the meaning assigned  to  the
term in Section 2.9.

          "Reference Banks" shall mean Bank of America, N.A.  and
U.S.  Bank National Association, or any successor Reference Banks
pursuant  to  the  provisions of Sections 2.9 or  18.13  of  this
Agreement.

          "Related  Person"  shall  mean,  with  respect  to  any
Person,  any  trade  or  business (whether or  not  incorporated)
which,  together  with such Person, is under  common  control  as
described in Section 414(c) of the Code.

          "Reportable  Event"  shall mean  a  "reportable  event"
described  in  Section 4043(b) of ERISA as to which  the  30  day
notice period has not been waived.

          "Restricted  Payment" means (i) any dividend  or  other
distribution, direct or indirect, whether in cash or in  property
(other than dividends paid in shares of the capital stock of  the
Company),  on  account of shares of any class  of  stock  of  the
Company  now  or  hereafter outstanding or (ii)  any  redemption,
retirement,  sinking fund or similar payment, purchase  or  other
acquisition for value, direct or indirect, whether in cash or  in
property  (other  than  in shares of the  capital  stock  of  the
Company), of any shares of any class of stock of the Company,  or
of  any  warrants,  options or other rights to acquire  any  such
shares of stock, now or hereafter outstanding.

          "Revolving  Commitment" shall mean in  respect  of  any
Bank,  the  amount set forth next to the name  of  such  Bank  in
Exhibit A as the same may be adjusted as herein provided.

          "Revolving Credit Availability Period" means the period
from  the  Effective Date to the earlier of (a) the day on  which
the  Revolving Commitments are terminated in accordance with  the
provisions of this Agreement and (b) the Maturity Date.

          "S&P"  shall  mean Standard & Poor's Ratings  Group,  a
division of McGraw Hill Corporation or any successor thereto.

          "Senior  Funded Debt" shall mean, with respect  to  any
Person  as of any date of determination, all Funded Debt of  such
Person which is not Subordinated Funded Debt.



                                15


          "Short-Term  Borrowing" as applied to a  Person,  shall
mean all Indebtedness of such Person in respect of borrowed money
maturing  on  demand  or within one year from  the  date  of  the
determination thereof, excluding any such Indebtedness that shall
also constitute Funded Debt.

          "Short-Term  Investment" shall  have  the  meaning  set
forth in Section 12.11.

          "Subordinated Funded Debt" shall mean, as of  the  date
of  any  determination,  Funded Debt  of  the  Company  which  is
subordinated  to  the  obligations  of  the  Company  under  this
Agreement  at  least to the extent of, or on terms  substantially
similar to the terms set forth in, Exhibit J hereto.

          "Subordinated Short-Term Borrowing" shall mean,  as  of
the  date  of  any  determination, Short-Term  Borrowing  of  the
Company  which is subordinated to the obligations of the  Company
under  this  Agreement at least to the extent  of,  or  on  terms
substantially  similar  to the terms  set  forth  in,  Exhibit  J
hereto.

          "Subsidiary"  shall mean any corporation,  association,
partnership, joint venture or other business entity of which  the
Company  and/or  any  subsidiary of the  Company  either  (a)  in
respect  of  a corporation, owns more than 50% of the outstanding
stock  having  ordinary voting power to elect a majority  of  the
board  of  directors  or similar managing body,  irrespective  of
whether  or  not  at the time the stock of any class  or  classes
shall  or  might have voting power by reason of the happening  of
any   contingency,   or  (b)  in  respect  of   an   association,
partnership, joint venture or other business entity, is the  sole
general partner or is entitled to share in more than 50%  of  the
profits, however determined.

            "Tax  Rate"  shall mean, for any period, the  maximum
statutory  federal  rate, expressed as  a  decimal  (rounded,  if
necessary,  to  the nearest one one-thousandth),  of  income  tax
applicable  to corporations for such period under Section  11  of
the Code.

          "Total  Assets" shall mean, with respect to any  Person
and  as of the date of any determination, the total of all assets
which  under  Generally Accepted Accounting Principles  would  be
included on a consolidated balance sheet of such Person.

          "Total   Debt"   shall  mean,  as  of   any   date   of
determination,  the  sum  of (a) Consolidated  Funded  Debt,  (b)
current maturities of Consolidated Funded Debt, (c) the amount by
which  the amount payable upon then outstanding zero coupon notes
of   the   Company   and  its  Consolidated   Subsidiaries   upon
acceleration  of  maturity  due to  default  exceeds  the  amount
included  under  clause  (a) and clause (b)  of  this  definition
related to such notes and (d) Short-Term Borrowing of the Company
and its Consolidated Subsidiaries, all determined for the Company
and  its  Consolidated  Subsidiaries on a consolidated  basis  in
accordance  with  Generally Accepted Accounting Principles  after
eliminating all inter-company items.

          "Total Fixed Asset Debt" shall mean, as of the date  of
any determination, Total Debt less Allowable Working Capital.

          "Total  Senior Debt" shall mean, as of the date of  any
determination,  the sum of (a) Consolidated Senior  Funded  Debt,
(b)  current maturities of Consolidated Senior Funded  Debt,  (c)


                               16


the  amount by which the amount payable upon the then outstanding
zero  coupon  senior  notes of the Company and  its  Consolidated
Subsidiaries upon acceleration of maturity due to default exceeds
the  amount  included under clause (a) and  clause  (b)  of  this
definition related to such notes and (d) Short-Term Borrowing  of
the  Company and its Consolidated Subsidiaries (but excluding any
Subordinated  Short-Term  Borrowing  of  the  Company   and   its
Consolidated  Subsidiaries), all determined for the  Company  and
its   Consolidated  Subsidiaries  on  a  consolidated  basis   in
accordance  with  Generally Accepted Accounting Principles  after
eliminating all inter-company items.

          "Total  Senior Fixed Asset Debt" shall mean, as of  the
date  of  any  determination, Total Senior  Debt  less  Allowable
Working Capital.

2.   THE COMMITTED LOAN FACILITY

     2.1  The Committed Loans.

          (a)  Subject to the terms and conditions hereof, each Bank
     severally agrees to make advances (each a "Committed Loan" and,
     collectively, the "Committed Loans") to the Company during the
     Revolving Credit Availability Period; provided, however, that at
     any time during such period, (i) Aggregate Outstandings of all
     Banks shall not exceed the Aggregate Revolving Commitment, and
     (ii) the sum of (A) each Bank's Pro Rata Share multiplied by the
     sum  of  the  aggregate unpaid face amount of all  unmatured
     Acceptances  and  the aggregate amount  of  all  outstanding
     Acceptance Obligations plus (B) the aggregate unpaid principal
     amount of such Bank's Committed Loans outstanding hereunder shall
     not exceed the amount of such Bank's Revolving Commitment which,
     for purposes of this clause (ii), shall be reduced by an amount
     equal to the product obtained by multiplying such Bank's Pro Rata
     Share by the aggregate unpaid principal amount of all outstanding
     Bid  Loans.  The Committed Loans may be maintained,  at  the
     election  of the Company made from time to time as permitted
     herein, as Base Rate Loans or LIBOR Loans or any combination
     thereof permitted hereunder.

          (b)  During the Revolving Credit Availability Period, the Company
     may borrow, prepay and reborrow Committed Loans in accordance
     with the provisions hereof.

          (c)  The principal amount of each Bank's Committed Loan made on a
     Borrowing Date shall be in an amount equal to its Pro Rata Share
     of all such Committed Loans made on such date.  The failure of
     any Bank to honor its Commitments hereunder at any time shall not
     increase or otherwise affect the Commitment of any other Bank.

     2.2  Borrowing Procedure.

          (a)  The Company shall give to the Administrative Agent prior
     notice (by telex or telecopier, or by telephone (confirmed in
     writing promptly thereafter)) of its intention to borrow under
     this Section 2, by delivery to the Administrative Agent of a
     borrowing request substantially in the form of Exhibit K hereto
     (each, a "Borrowing Request") specifying:  (i) the proposed date
     of such borrowing (each, a "Borrowing Date"), which date shall be
     a Business Day in the case of Base Rate Loans or a Eurodollar
     Business  Day in the case of LIBOR Loans, (ii) the aggregate
     principal amount of the Committed Loans to be made on such date,


                                  17


     which  shall, in the case of LIBOR Loans, be in the  minimum
     aggregate amount of $5,000,000 and multiples of $1,000,000 in
     excess thereof and, in the case of Base Rate Loans, be in the
     minimum aggregate amount of $1,000,000 and multiples thereof,
     (iii) whether such Committed Loans are to be funded as LIBOR
     Loans or Base Rate Loans, and (iv) in the case of LIBOR Loans,
     the initial Interest Period therefor.

          (b)  A Borrowing Request shall be given by (i) 12:00 noon
     (Minneapolis time) not less than three Eurodollar Business Days
     prior to the proposed Borrowing Date if such Loan is to be a
     LIBOR  Loan and (ii) 10:30 a.m.  (Minneapolis time)  on  the
     proposed Borrowing Date if such Loan is to be a Base Rate Loan;
     provided, however, that with respect to a LIBOR Loan borrowing on
     the Effective Date, the Borrowing Request shall be given by 12:00
     noon (Minneapolis time) not less than two Eurodollar Business
     Days prior to the Effective Date.  Subject to Sections 2.9 and
     2.10,  upon receipt by the Administrative Agent, a Borrowing
     Request shall be irrevocable.

          (c)  On the date of receipt of such Borrowing Request by the
     Administrative Agent, the Administrative Agent shall give prompt
     notice by telephone or telecopy to each Bank of the contents
     thereof.  Each Bank shall make immediately available funds equal
     to  the  amount  of  its  Committed Loan  available  to  the
     Administrative Agent for the account of the Company at U.S. Bank
     National Association, or at such other office designated by the
     Administrative Agent from time to time, not later than 12:00 noon
     (Minneapolis  time),  on each Borrowing  Date.   Unless  the
     Administrative Agent is aware that the conditions precedent to
     the making of such Committed Loans set forth in Sections 9 and 10
     have not been satisfied (in which event the Administrative Agent
     shall  promptly notify the Company and all the  Banks),  the
     Administrative Agent shall make available to the Company not
     later than 12:30 p.m. (Minneapolis time) on such Borrowing Date,
     the amount of funds so received in the type of funds received by
     it (or, at the option of the Administrative Agent, in immediately
     available  funds).   On  or before  the  close  of  business
     (Minneapolis time) on the Business Day that the Administrative
     Agent  determines the LIBO Rate for any Committed  Loans  in
     accordance  with  the  respective definitions  thereof,  the
     Administrative Agent shall use best efforts to notify each Bank
     of such LIBO Rate.

     2.3   The  Committed Loan Notes.  On or before  the  initial
Borrowing  Date  hereunder,  the Company  shall  duly  issue  and
deliver  to the Administrative Agent for delivery to the Banks  a
series  of  notes substantially in the form of Exhibit  L  hereto
(each,  a "Committed Loan Note" and, collectively, the "Committed
Loan Notes"), with appropriate insertions therein, one payable to
the  order of each Bank, in the principal amount of the Revolving
Commitment of such Bank.  Each Bank is hereby authorized  by  the
Company  to enter on the schedule attached to its Committed  Loan
Note  or  otherwise in its records, the amount of each  Committed
Loan  made  by it hereunder, each payment thereon and  the  other
information  provided  for on such schedule;  provided,  however,
that  the  failure to make any such entry or any error in  making
such  entry  with respect to any Committed Loan or payment  shall
not  limit  or  otherwise affect the obligation  of  the  Company
hereunder  or  under any such Committed Loan Note,  and,  in  all
events,  the principal amount owing by the Company in respect  of
each Bank's Committed Loan Note shall be the aggregate amount  of
all  Committed  Loans  made by such Bank  less  all  payments  of


                             18


principal thereon made by the Company.  If such schedule shall be
fully  completed, such Bank may attach an additional schedule  or
schedules thereto.  Each Committed Loan Note shall evidence  that
the  principal  amount of each Committed Loan shall  be  due  and
payable  no  later  than the Maturity Date or  upon  acceleration
under  Section 13.1.  Each Bank's Committed Loan Note shall  bear
interest as provided in Section 2.5.

     2.4  Payment of Principal of Committed Loans; Prepayments.

          (a)  The outstanding principal amount of each Committed Loan
     shall be payable on the Maturity Date.

          (b)  Upon at least three Eurodollar Business Days' (with respect
     to LIBOR Loans) or one Business Day's (with respect to Base Rate
     Loans) irrevocable prior written notice to the Administrative
     Agent (which shall advise each Bank thereof as soon as
     practicable thereafter) specifying the amount and the date of
     prepayment, the Company shall have the right to prepay the
     Committed Loans, in whole at any time or in part from time to
     time, in aggregate principal amounts equal to at least $5,000,000
     ($1,000,000 in the case of Base Rate Loans), or in integral
     multiples thereof, subject to any required payments pursuant to
     Section 7.3.  Each prepayment under this Section 2.4 shall be
     made to the Administrative Agent and, promptly upon receipt
     thereof, the Administrative Agent shall remit to each Bank its
     Pro Rata Share thereof.  Optional payments on account of the
     Committed Loan Notes during the Revolving Credit Availability
     Period shall not of themselves reduce the sum of the respective
     Revolving Commitments of the Banks at the time in effect (or any
     Bank's Revolving Commitment), the effect thereof being solely to
     increase the amount available to be reborrowed.

     2.5  Interest on Committed Loans.  Except as provided in Section
7.2,  the  Committed  Loans shall bear  interest  on  the  unpaid
principal amount thereof as follows:  (i) for Base Rate Loans, at
a  fluctuating rate per annum equal to the Applicable Base  Rate,
and  (ii)  for  LIBOR  Loans, at a rate per annum  equal  to  the
Applicable LIBO Rate for the applicable Interest Period.

     2.6  Conversions and Refunding of Committed Loans.  Subject to
the  terms  and  conditions of this Agreement, the Company  shall
also  have the option at any time to convert any Committed  Loans
or  part  thereof  (in integral multiples of  $1,000,000  in  the
aggregate) into a Base Rate Loan, LIBOR Loan, or refund any LIBOR
Loan or part thereof (in integral multiples of $1,000,000 in  the
aggregate); provided, however, that (i) any LIBOR Loans converted
or  refunded  before the expiration of their applicable  Interest
Period  shall  be accompanied by accrued interest on  the  amount
being  converted or refunded and subject to any payment  required
pursuant  to  Section  7.3, and (ii) no Base  Rate  Loan  may  be
converted into a LIBOR Loan, if an Event of Default has  occurred
and  is  continuing  on  the proposed date  of  conversion.   The
Company shall notify the Administrative Agent (which shall advise
each  Bank thereof as soon as practicable thereafter) in  writing
of  each  proposed  conversion or refunding,  the  proposed  date
therefor  (which shall be a Business Day in the case  of  a  Base
Rate  Loan and a Eurodollar Business Day in the case of  a  LIBOR
Loan)  and the duration of the Interest Period therefor,  in  the
case  of  LIBOR  Loans,  pursuant to a  duly  executed  Borrowing
Request, in accordance with the notice provisions of Section 2.2.
Subject to Sections 2.9 and 2.10, any notice given by the Company
under  this  Section 2.6 shall be irrevocable.   Subject  to  the
terms and conditions of this Agreement, if the Company shall fail


                               19


to notify the Administrative Agent in the manner provided in this
Section 2.6 of a conversion or refunding of a LIBOR Loan prior to
the  last day of the then applicable Interest Period and has  not
repaid  it  and  has  the right to convert  or  refund  it,  such
Committed Loan shall automatically be converted on such day to  a
Base Rate Loan of equal principal amount.

     2.7  Interest Payments on Committed Loans.  Except as provided in
Section 7.2, interest on the Base Rate Loans shall be payable
quarterly, in arrears, on the first Business Day of each
February, May and August, commencing in February, 2001, and on
the date such Base Rate Loans are paid in full and not subject to
a further reborrowing under Section 2.1 or 2.2.  Except as
provided in Section 7.2, interest on the LIBOR Loans shall be
payable in arrears on the last day of the applicable Interest
Period or such other date as such Committed Loans are paid in
full or converted pursuant to Section 2.6; provided, however,
that accrued interest on LIBOR Loans with an Interest Period of
approximately six months shall also be payable at the end of the
third month of such Interest Period.  All interest payable
hereunder on Committed Loans shall be computed on the basis of a
year of 360 days and actual days elapsed, except for interest at
the Base Rate, which shall be computed on the basis of a year of
365 or 366 days, as applicable, and actual days elapsed.

     2.8  Number of Base Rate Loans and LIBOR Loans Outstanding.  The
total number of Base Rate Loans and LIBOR Loans outstanding to
any Bank at any time shall not exceed 10.

     2.9  Inability to Determine Rate.  (a) If any Reference Bank
determines (which determination shall be made in good  faith  and
shall  be conclusive and binding upon the Company in the  absence
of  manifest  error)  that (1) by reason  of  circumstances  then
affecting   the  inter-bank  Eurodollar  markets,  adequate   and
reasonable  means  do not or will not exist for ascertaining  the
LIBO Rate applicable to any LIBOR Loan, or (2) Dollar deposits in
the  relevant amounts and for the relevant Interest Period  of  a
LIBOR Loan are not available to such Reference Bank in the inter-
bank Eurodollar markets, then such Reference Bank shall forthwith
give  notice  (a  "Rate  Notice") of such  determination  to  the
Company  and  the  Administrative Agent  (who  shall  notify  the
Banks),  whereupon, until such Reference Bank  shall  notify  the
Company and the Administrative Agent (who shall notify the Banks)
that  the circumstances giving rise to such suspension no  longer
exist, (x) the obligations of each Bank to make LIBOR Loans shall
be  suspended  and (y) the Company shall repay in  full,  without
premium or penalty, the then outstanding principal amount of  the
LIBOR Loans affected, together with accrued interest thereon,  on
the  last day of the then current Interest Period for such  LIBOR
Loans.  Unless the Company notifies the Administrative Agent of a
conversion in accordance with Section 2.6 after receiving a  Rate
Notice  from  one  of  the  Reference  Banks  pursuant  to   this
subsection,  the  Company shall, concurrently with  repaying  the
LIBOR  Loans  pursuant  to this subsection,  be  deemed  to  have
requested  and  received Base Rate Loans in  an  equal  principal
amount from each Bank.

          (b)  Notwithstanding the foregoing, the Company may (i) prior to
     the repayment of outstanding LIBOR Loans pursuant to Section
     2.9(a), within two (2) Business Days after receipt of a Rate
     Notice from one of the Reference Banks, and (ii) at any time
     after the suspension of Banks' obligations to make LIBOR Loans
     and the repayment by the Company of outstanding LIBOR Loans in
     accordance with the provisions of Section 2.9(a),  with  the


                                 20


     consent of the Majority Banks, designate one or more Banks to
     replace the Reference Bank(s) which delivered such a Rate Notice.
     Upon acceptance of such designation as a replacement Reference
     Bank, such replacement Reference Bank or Reference Banks shall
     promptly notify the Administrative Agent of such acceptance at
     which time such replacement Reference Bank or Reference Banks
     shall for all purposes be deemed a Reference Bank hereunder, and
     at  which  time  such  Reference Bank(s)  shall  notify  the
     Administrative Agent and the Company as to whether it will (x)
     continue the Rate Notice delivered by its predecessor, in which
     case the provisions of Section 2.9(a) regarding the suspension of
     Banks' obligations to make LIBOR Loans and the repayment  of
     outstanding LIBOR Loans shall be operative, or (y) withdraw the
     Rate Notice delivered by its predecessor, in which case, no such
     suspension or repayment shall then occur, or continue to  be
     operative, as the case may be.

     2.10 Illegality:  Termination of Commitment.  Notwithstanding any
other  provisions herein, if, after the date of  this  Agreement,
the introduction of or any change in any applicable law, rule  or
regulation or in the interpretation or administration thereof  by
any   Governmental  Body  charged  with  the  interpretation   or
administration thereof or compliance by any Bank with any request
or  directive (whether or not having the force of law but, if  it
does  not  have the force of law, with respect to which similarly
situated  banks  generally comply) of any such Governmental  Body
shall  make  it  unlawful  or impracticable,  in  the  reasonable
judgment  of  any Bank, for such Bank to make, maintain  or  fund
LIBOR   Loans  as  contemplated  by  this  Agreement,   (1)   the
obligations  of  such Bank hereunder to make  LIBOR  Loans  shall
forthwith be cancelled, (2) Committed Loans which would otherwise
be made by such Bank as LIBOR Loans shall be made instead as Base
Rate  Loans,  and  (3) the Company shall pay  in  full  the  then
outstanding principal amount of all LIBOR Loans made by such Bank
together with accrued interest, either (x) on the last day of the
then  current Interest Period if such Bank may lawfully  continue
to  fund  and  maintain  such LIBOR Loans  to  such  day  or  (y)
immediately  if such Bank may not lawfully continue to  fund  and
maintain  such  LIBOR  Loans to such  day.   Unless  the  Company
notifies  such Bank and the Administrative Agent to the  contrary
within  two (2) Business Days after receiving a notice from  such
Bank pursuant to this subsection, the Company shall, concurrently
with  repaying  the LIBOR Loans pursuant to this  subsection,  be
deemed to have requested and received Base Rate Loans in an equal
principal  amount from such Bank.  If circumstances  subsequently
change so that such Bank is not further affected, such Bank shall
so  notify  the Company of such change and such Bank's obligation
to make and continue LIBOR Loans shall be reinstated.

     2.11 Application of Prepayments.  All amounts paid by the Company
in prepayment of Committed Loans pursuant to Sections 2.4(b) and
7.4 prior to the occurrence of an Event of Default hereunder
shall be applied, subject to Section 2.4(b) or 7.4, as the case
may be, as directed by the Company in its related notice of
prepayment and shall be accompanied by, in the case of any
resultant prepayment of Committed Loans being maintained as LIBOR
Loans, all amounts payable with respect thereto pursuant to
Section 7.3.



                                   21


3.   THE ACCEPTANCE FACILITY

     3.1  Acceptance Commitment.

          (a)  Upon the terms and subject to the conditions hereof, the
     Administrative Agent agrees, at any time and from time to time
     during the Acceptance Availability Period, to create Acceptances
     for the Company maturing on a Business Day not less than 30 days
     or more than 90 days after the creation thereof and in any event
     not  later  than the last day of the Acceptance Availability
     Period; provided, however, that at any time during the Revolving
     Credit Availability Period, (i) Aggregate Outstandings of all
     Banks shall not exceed the Aggregate Revolving Commitment, and
     (ii) the sum of (A) each Bank's Pro Rata Share multiplied by the
     sum  of  the  aggregate unpaid face amount of all  unmatured
     Acceptances  and  the aggregate amount  of  all  outstanding
     Acceptance Obligations plus (B) the aggregate unpaid principal
     amount of such Bank's Committed Loans outstanding hereunder shall
     not exceed the amount of such Bank's Revolving Commitment which,
     for purposes of this clause (B), shall be reduced by an amount
     equal to the product obtained by multiplying such Bank's Pro Rata
     Share by the aggregate unpaid principal amount of all outstanding
     Bid Loans.

          (b)  During the Acceptance Availability Period, the Company may
     request Acceptances in accordance with the provisions hereof.

          (c)  Each Acceptance shall be created by the Administrative
     Agent's acceptance of Drafts drawn on it in accordance with the
     terms of this Agreement.  Each drawing of one or more Drafts on
     any Drawing Date (a "Drawing") shall be in an aggregate face
     amount of $5,000,000 or an integral multiple of $1,000,000 in
     excess thereof.

     3.2  Notice of Drawing.  Whenever the Company desires to make a
Drawing, it shall prior to 10:00 a.m. (Minneapolis time)  on  the
proposed  date of such requested Drawing (each a "Drawing  Date")
give  the  Administrative Agent notice by telephone or telecopier
of  the  requested  Drawing consisting  of  the  information  and
certification set forth substantially in the form  of  notice  of
drawing  attached  hereto as Exhibit M (a "Notice  of  Drawing").
Such  notice shall be irrevocable and the Company shall  promptly
confirm  any such telephonic notice by transmitting a  Notice  of
Drawing  to  the  Administrative Agent by telecopier.   Upon  the
Administrative  Agent's request, the Company shall  provide  such
information concerning the underlying transaction as necessary to
establish  to the satisfaction of the Administrative  Agent  that
the  document created by the acceptance of such Draft  or  Drafts
will qualify as an Acceptance as defined hereunder.

     3.3  Preparation of Drafts and Creation of Acceptances.   To
enable  the  Administrative Agent to create  Acceptances  in  the
manner   specified  in  this  Section  3.3,  the  Company  hereby
irrevocably  designates  and appoints the  Administrative  Agent,
which  may  from time to time appoint any other bank or financial
institution,  as  the Company's true and lawful attorney-in-fact,
to  execute drafts, in the form of Exhibit N hereto or such other
form  as  may be acceptable to the Company and the Administrative
Agent  (a  "Draft"), in the name and on behalf of the Company  as
drawer.   The  Administrative Agent  shall  promptly  notify  the
Company  of  each  such designee appointed by the  Administrative


                              22


Agent  to  execute drafts under the foregoing power of  attorney.
Such   power   of   attorney  may  only  be  exercised   by   the
Administrative Agent or its designee following the Administrative
Agent's  receipt of a Notice of Drawing and in strict  accordance
with the information contained therein.

          The  Company hereby authorizes the Administrative Agent
or  its  designee to complete a Draft in respect of  a  requested
Drawing in accordance with such information, which Draft shall be
dated the Drawing Date and shall mature on the date specified  in
the  relevant  Notice of Drawing provided such  date  is  a  date
permitted   under  Section  3.1.   Not  later  than  12:00   noon
(Minneapolis   time)   on   the  proposed   Drawing   Date,   the
Administrative  Agent shall, subject to the satisfaction  of  the
applicable conditions set forth in Sections 9 and 10, duly accept
and  discount  such  Draft at a price equal to  the  face  amount
thereof less the sum of (i) the bankers acceptance discount  rate
for   such   maturity  then  being  generally   quoted   by   the
Administrative  Agent (unless the Administrative Agent  quoted  a
bankers acceptance discount rate in connection with the Company's
giving  of the relevant Notice of Drawing which quoted  rate  was
accepted  by  the Company not more than 15 minutes prior  to  its
giving  of  such  Notice, in which case such  quoted  rate  shall
control)  (the "Discount Charge") and (ii) a per annum acceptance
commission  (the "Acceptance Commission") equal to the Applicable
Margin, each of the Discount Charge and the Acceptance Commission
being calculated on the face amount of each Draft so accepted for
the actual number of days in the period from the date thereof  to
the  date of its maturity and on the basis of a year of 360 days.
Not  later than 1:00 p.m. (Minneapolis time) on the Drawing Date,
the Administrative Agent shall make the amount of the proceeds of
the  discount of each Draft so accepted and discounted  available
to  the  Company.   On the Drawing Date of such  Acceptance,  the
Administrative  Agent shall remit to each Bank  such  Bank's  Pro
Rata  Share  of  the  Acceptance Commission  applicable  to  such
Acceptance.

          Notwithstanding the foregoing, the Administrative Agent
shall   not  be  obligated  to  create  or  discount  Acceptances
hereunder  if such Acceptance would not be eligible for  discount
at  a Federal Reserve Bank under applicable rules or regulations,
would  not meet the requirements of paragraph 7 of Section 13  of
the  Federal  Reserve Act, as amended, or any  liability  of  the
Administrative Agent that would arise from the creation  of  such
Acceptance   would   constitute   a   deposit   for   which   the
Administrative Agent would be required to maintain reserves under
Regulation D of the Federal Reserve Board as from time to time in
effect.  The Company acknowledges that the Administrative Agent's
decision  to accept and discount any Draft offered for acceptance
and discount hereunder will be made in reliance upon the truth of
the representations made by the Company in the related Notice  of
Drawing  establishing the eligibility for discount  of  any  such
Acceptance.    The   Company  will   indemnify   and   save   the
Administrative  Agent  and each Acceptance  Participant  harmless
from  any loss or liability incurred by the Administrative  Agent
and   such   Acceptance  Participants  if  any  Acceptances   are
determined  to be ineligible for discount or subject to  reserves
by reason of any misrepresentation made by the Company.

     3.4  Acceptance Obligation of the Company.  The Company hereby
unconditionally  agrees  to pay to the  Administrative  Agent  in
immediately available funds the face amount of each Draft  as  to
which  an  Acceptance was created by the Administrative Agent  on
the  maturity  date thereof, or on such earlier date  as  may  be
required pursuant to other provisions of this Agreement.



                             23


     3.5  Prepayment.  Acceptances may not be prepaid.

     3.6  Participations in Acceptances.

          (a)  Grant and Acceptance of Participations in Acceptances.  Upon
     the terms and subject to the conditions of this Agreement and
     effective on the applicable Drawing Date, the Administrative
     Agent  hereby  grants  to each Bank (in  such  capacity,  an
     "Acceptance Participant"), and each Acceptance Participant hereby
     accepts from the Administrative Agent, an undivided participation
     in  and  to  each Acceptance and the Administrative  Agent's
     obligations thereunder (an "Acceptance Participation") and, to
     the  extent  hereinafter provided, the Company's  Acceptance
     Obligations with respect to each such Acceptance, equal to each
     Acceptance Participant's Pro Rata Share of the face amount of
     each such Acceptance.  The Administrative Agent shall give each
     Acceptance Participant prompt notice of the creation of each
     Acceptance in the form of a notice of creation of Acceptance and
     grant of an Acceptance Participation substantially in the form of
     Exhibit O hereto.  Such notice shall specify the face amount of
     such Acceptance, the maturity date thereof, the face amount of
     each Acceptance Participant's undivided interest therein and the
     amount  of  the  Acceptance Commission  applicable  to  such
     Acceptance.

          (b)  Participation Interest of Acceptance Participants.  The
     participation interest of each Acceptance Participant in each
     Acceptance shall include its Pro Rata Share of the Acceptance
     Commission applicable to such Acceptance on the Drawing Date of
     such Acceptance.

          (c)  Failure of Company to Pay an Acceptance, Rights and
     Obligations of the Administrative Agent and the Acceptance
     Participants.  The Administrative Agent shall, on the maturity
     date of the relevant Acceptance, give each Bank notice (by telex
     or telecopier, or by telephone (confirmed in writing promptly
     thereafter)) of each failure by the Company to pay the
     Administrative Agent the related Acceptance Obligation on such
     date.  Upon receipt of such notice from the Administrative Agent,
     each Bank shall, forthwith, make a Base Rate Loan to the Company
     in the amount of such Bank's Pro Rata Share of the amount of the
     unpaid Acceptance Obligation and make the proceeds of such Base
     Rate Loan available to the Administrative Agent before 2:00 p.m.
     (Minneapolis time) on the day such notice was given (where the
     relevant notice was given at or prior to 12:00 noon (Minneapolis
     time) on any Business Day), and before 10:00 a.m. (Minneapolis
     time) on the next succeeding day that such Bank and the
     Administrative Agent are open at their respective addresses
     specified in this Agreement for the purpose of conducting a
     commercial banking business (where the relevant notice was given
     after 12:00 noon (Minneapolis time) on any Business Day).  If any
     portion of any such amount paid to the Administrative Agent
     should be recovered by or on behalf of the Company from the
     Administrative Agent in bankruptcy, by assignment for the benefit
     of creditors or otherwise, the loss of the amount so recovered
     shall be ratably shared among all the Banks in the manner
     contemplated by Section 16.  Each Bank's obligation to make the
     Base Rate Loans referred to in this paragraph shall be absolute
     and unconditional and shall not be affected by any circumstance,
     including, without limitation, (i) any setoff, counterclaim,
     recoupment, defense or other right which such Bank may have


                                    24


     against the Administrative Agent, the Company or anyone else for
     any reason whatsoever; (ii) the occurrence or continuance of a
     Default or an Event of Default; (iii) any adverse change in the
     condition (financial or otherwise) of the Company; (iv) any
     breach of this Agreement by the Company or any other Bank; (v)
     any termination or reduction of the Commitments; or (vi) any
     other circumstance, happening or event whatsoever, whether or not
     similar to any of the foregoing.  If any Default or Event of
     Default shall have occurred and be continuing at the time any
     Base Rate Loan is made pursuant to this Section 3.6(c), then,
     notwithstanding Section 2.4(a), such Base Rate Loan shall be
     immediately due and payable.

4.   THE BID LOAN FACILITY

     4.1  The Bid Loan Facility.  The Banks agree to make available to
the  Company  from  February  1, 2001  through  the  end  of  the
Revolving  Credit  Availability Period  the  Bid  Loan  Facility,
pursuant to which the Company may, as provided in this Section 4,
request  the  Banks, through the Administrative  Agent,  to  make
offers  to make Bid Loans to the Company, and the Banks  may,  at
their  sole  election,  make offers to  make  Bid  Loans  to  the
Company;  provided,  however, that  at  any  time  the  Aggregate
Outstandings  of  all  Banks  shall  not  exceed  the   Aggregate
Revolving  Commitment.   The  Banks  may,  but  shall   have   no
obligation  to,  make any such offers and the  Company  may,  but
shall  have no obligation to, accept any such offers.  Bid  Loans
may  be Money Market Loans or Absolute Rate Loans (each, a "type"
of Bid Loan).

     4.2  Bid Loan Tender Request Notice.  When the Company wishes to
request  offers  to  make Bid Loans, it  shall  transmit  to  the
Administrative Agent a Bid Loan Tender Request Notice so as to be
received no later than 10:00 a.m.  (Minneapolis time) on (i)  the
fourth  Eurodollar  Business Day prior to the proposed  Borrowing
Date  in  the  case  of Money Market Loans, or  (ii)  the  second
Business Day prior to the proposed Borrowing Date in the case  of
Absolute Rate Loans, specifying:

          (a)  the proposed date of such borrowing (each a "Borrowing
     Date"),  which date shall be (i) a Eurodollar  Business  Day
     occurring  at least one month prior to the last day  of  the
     Revolving Credit Availability Period in the case of Money Market
     Loans or (ii) a Business Day occurring at least 30 days prior to
     the last day of the Revolving Credit Availability Period in the
     case of Absolute Rate Loans;

          (b)  the aggregate principal amount of the proposed Bid Loan
     Borrowing which shall be in a minimum amount of $10,000,000 or an
     integral multiple of $1,000,000 in excess thereof;

          (c)  in the case of Money Market Loans, the Interest Period of
     each  Money Market Loan to be made as part of such Bid  Loan
     Borrowing;

          (d)  in the case of Absolute Rate Loans, the maturity date for
     the repayment of each Absolute Rate Loan to be made as part of
     such Bid Loan Borrowing (which maturity date shall be a Business
     Day and may not be later than the Maturity Date);

          (e)  the interest payment date or dates relating thereto; and


                                    25


          (f)  any other terms to be applicable to such Bid Loan Borrowing.

          Each  Bid Loan Tender Request Notice shall not  request
offers for more than four Interest Periods or maturity dates,  as
the  case may be, and shall be given or signed on behalf  of  the
Company  by  an employee of the Company previously identified  to
the  Administrative  Agent  in  a  writing  satisfactory  to  the
Administrative  Agent  as  authorized to  give  Bid  Loan  Tender
Request Notices.

     4.3  Invitation to Tender for Bid Loans.  Promptly upon receipt
of  a  Bid Loan Tender Request Notice and in any event not  later
than  11:00  a.m. (Minneapolis time) on the (i) fourth Eurodollar
Business Day prior to the proposed Borrowing Date in the case  of
Money  Market  Loans or (ii) second Business  Day  prior  to  the
proposed  Borrowing Date in the case of Absolute Rate Loans,  the
Administrative  Agent  shall  send  to  the  Banks  by  telex  or
telecopier  an  Invitation to Tender for Bid  Loans  which  shall
constitute  an invitation by the Company to each Bank  to  submit
Bid Loan Tenders offering to make the Bid Loans to which such Bid
Loan  Tender  Request Notice relates in accordance  with  Section
4.4.  Such Bid Loan Tender Request Notice shall not thereafter be
revocable.

     4.4  Submission and Contents of Bid Loan Tenders.

          (a)  Each Bank may submit one or more Bid Loan Tenders containing
     an  offer  or  offers to make Bid Loans in response  to  any
     Invitation to Tender for Bid Loans.  Each Bid Loan Tender must
     comply with the requirements of this Section 4.4 and must be
     submitted to the Administrative Agent by telex or telecopier so
     as to be received not later than (i) 8:45 a.m.  (Minneapolis
     time) on the third Eurodollar Business Day prior to the proposed
     Borrowing Date in the case of Money Market Loans and (ii) 9:00
     a.m.  (Minneapolis time) on the proposed Borrowing Date in the
     case of Absolute Rate Loans; provided, that if the Administrative
     Agent in its capacity as a Bank shall, in its sole discretion,
     elect to submit a Bid Loan Tender, it shall submit the same to
     the Company not later than 8:15 a.m.  (Minneapolis time) (i) on
     the third Eurodollar Business Day prior to the proposed Borrowing
     Date in the case of Money Market Loans and (ii) on the proposed
     Borrowing Date in the case of Absolute Rate Loans.  Subject to
     the applicable conditions of Sections 9 and 10, any Bid Loan
     Tender shall be irrevocable except with the written consent of
     the Administrative Agent given on the written instructions of the
     Company.

          (b)  Each Bid Loan Tender may include offers to make any number
     of Bid Loans, shall be in substantially the form of Exhibit E
     hereto and shall in any case specify:

               (i)  the applicable Borrowing Date;

               (ii) for each Bid Loan offered:

                    (A)  the principal amount of such Bid Loan (which
               principal amount shall be $5,000,000 or an integral multiple
               of $1,000,000 in excess thereof);



                                      26


                    (B)  in the case of Money Market Loans, the per
               annum (based on actual days elapsed and a year of 360
               days) interest rate margin above or below the LIBO Rate
               (the "Money Market Margin") for such Bid Loan (expressed
               to three decimal places);

                    (C)  in the case of Absolute Rate Loans, the per annum
               (based on actual days elapsed and a year of 360 days) fixed
               interest rate (the "Absolute Rate") for such Bid Loan
               (expressed to three decimal places); and

                    (D)  the maturity date of such Bid Loan;

               (iii)     the type of Bid Loan;

               (iv) the maximum aggregate principal amount of Bid Loans offered
          by such Bank (which shall not exceed the aggregate principal
          amount of Bid Loans requested by the Company) which may be less
          than the aggregate principal amount of Bid Loans specified in
          clause (ii).  The Company may not accept Bid Loans from such Bank
          having an aggregate principal amount in excess of the maximum
          aggregate amount specified in this clause (iv); and

               (v)  the identity of the tendering Bank.

          (c)  any Bid Loan Tender shall be disregarded that:

               (i)  is not substantially in the form of Exhibit E hereto or does
          not specify all the information required by Section 4.4(b);

               (ii) contains qualifying, conditional or similar language;
               (iii) proposes terms other than or in addition to those set
          forth in the applicable Invitation to Tender for Bid Loans; or

               (iv) is received by the Administrative Agent after the times set
          forth in Section 4.4(a).

     4.5  Notice to the Company.  As soon as reasonably practicable,
and  in no event later than (i) 9:30 a.m.  (Minneapolis time)  on
the third Eurodollar Business Day prior to the proposed Borrowing
Date  in  the  case  of Money Market Loans,  or  (ii)  9:20  a.m.
(Minneapolis time) on the proposed Borrowing Date in the case  of
Absolute  Rate Loans, the Administrative Agent shall  notify  the
Company  by telephone (promptly confirmed by telex or telecopier)
of  the  terms of each Bid Loan Tender submitted by a  Bank  that
complies with Section 4.4.

     4.6  Acceptance and Rejection of Bid Loan Tenders.

          (a)  Acceptance and Notice by the Company.  As soon as reasonably
     practicable,  and  in  no event later than  (i)  10:00  a.m.
     (Minneapolis time) on the third Eurodollar Business Day prior to
     the proposed Borrowing Date in the case of Money Market Loans or


                                 27


     (ii) 9:30 a.m.  (Minneapolis time) on the proposed Borrowing Date
     in the case of Absolute Rate Loans, the Company shall notify the
     Administrative Agent by telephone (promptly confirmed by telex or
     telecopier),  of its acceptance or rejection of  the  offers
     contained  in the Bid Loan Tenders of which it was  notified
     pursuant to Section 4.5.  Subject to Sections 2.9 and 2.10 (and
     unless any Bank shall have given notice that it is entitled to
     claim compensation pursuant to Sections 7.8 or 7.9 between the
     time the Company gives such notice of acceptance and the time
     such Bank makes such Bid Loan), such notice from the Company
     shall be irrevocable and binding on the Company and specify the
     aggregate principal amount of offers at each Absolute Rate or
     Money Market Margin, as the case may be, that are accepted.  The
     Company may accept any of such Bid Loan Tenders in whole or in
     part; provided, that:

               (i)  The aggregate principal amount of the Bid Loans in respect
          of which offers are accepted may not exceed the aggregate
          principal amount requested in the related Bid Loan Tender Request
          Notice; and

               (ii) acceptances of Bid Loan Tenders made in response to the same
          Invitation to Tender for Bid Loans may only be made on the basis
          that the Company has not rejected a Bid Loan Tender at a lower
          competitive bid rate.  If the Company rejects all Bid Loan
          Tenders, the proposed Bid Loan Borrowing shall be cancelled and
          the Administrative Agent shall give the Banks prompt notice to
          that effect.

          (b)  Allocation by the Administrative Agent.  If offers to make
     Bid Loans are made by two or more Banks at the same Absolute Rate
     or  Money Market Margins, as the case may be, for a  greater
     aggregate  principal amount of Bid Loans than the amount  in
     respect of which offers to make Bid Loans are accepted at that
     Absolute Rate or Money Market Margins, as the case may be, the
     principal amount of Bid Loans in respect of which such offers are
     accepted  at  such interest rate shall be allocated  by  the
     Administrative Agent as equitably as is practicable between or
     among such Banks in integral multiples of $100,000 based upon the
     respective principal amounts of such offers.

          (c)  Notification of Acceptances to Banks.  Prior to (i) 11:00
     a.m.  (Minneapolis time) on the third Eurodollar Business Day
     prior to the proposed Borrowing Date in the case of Money Market
     Loans or (ii) 10:00 a.m. (Minneapolis time) on the proposed
     Borrowing Date in the case of Absolute Rate Loans, the
     Administrative Agent shall notify by telex or telecopier each
     Bank that has made a Bid Loan Tender whether its offer or offers
     have been accepted, and whether in whole or in part, specifying
     the date and principal amount of each Bid Loan to be made by such
     Bank as part of the Bid Loan Borrowing and the interest rate
     applicable to each such Bid Loan to be made by such Bank.  The
     Administrative Agent shall also promptly notify all Banks of the
     principal amount and maturity date of each Bid Loan made on such
     Borrowing Date and the identity of each Bank making such Bid
     Loan.

          (d)  Notification of LIBO Rate for Money Market Loans.  On the
     second Eurodollar Business Day prior to the proposed Borrowing
     Date for Money Market Loans, the Administrative Agent shall


                                   28


     notify by telex or telecopier each Bank making such Money Market
     Loan and the Company of the LIBO Rate to be applicable thereto.

     4.7  Making the Bid Loans.  Each Bank that is to make a Bid Loan
as  part  of  a  Bid  Loan  Borrowing shall,  before  12:00  noon
(Minneapolis  time)  on  the  date of  such  Bid  Loan  Borrowing
specified  in  the notice received from the Administrative  Agent
pursuant  to Section 4.6(c), make available to the Administrative
Agent  such  Bank's  portion  of  such  Bid  Loan  Borrowing   in
immediately available funds.  Upon satisfaction of the applicable
conditions  set forth in Sections 9 and 10 and after  receipt  by
the  Administrative Agent of such funds, the Administrative Agent
promptly will make such funds available to the Company.

     4.8  The Bid Loan Notes.  On  or before the Effective Date, the
Company shall duly issue and deliver to the Administrative Agent
a series of notes substantially in the form of Exhibit P hereto
(each, a "Bid Loan Note" and, collectively, the "Bid Loan
Notes"), with appropriate insertions therein, one payable to the
order of each Bank.  Each Bank is hereby authorized by the
Company to enter on the schedule attached to its Bid Loan Note or
otherwise in its records, the amount of each Bid Loan made by it
hereunder, each payment thereon and the other information
provided for on such schedule; provided, however, that the
failure to make any such entry or any error in making such entry
with respect to any Bid Loan or with respect to any payment shall
not limit or otherwise affect the obligation of the Company
hereunder or under any such Bid Loan Note, and, in all events,
the principal amount owing by the Company in respect of each
Bank's Bid Loan Note shall be the aggregate amount of all Bid
Loans made by such Bank less all payments of principal thereon
made by the Company.  If such schedule shall be fully completed,
such Bank may attach an additional such schedule or schedules
thereto.  Each Bid Loan Note shall evidence that the principal
amount of each Bid Loan and shall be due and payable no later
than the maturity date thereof or upon acceleration under Section
13.1.  Each Bank's Bid Loan Note shall bear interest as provided
in Section 4.9.

     4.9  Interest on Bid Loans.  Except as provided in Section 7.2,
the Company shall pay interest on the unpaid principal amount of
each Bid Loan from the date of such Bid Loan to the date the
principal amount of such Bid Loan is repaid in full, as follows:

          (a)  in the case of Absolute Rate Loans, at the Absolute Rate
     specified by the Bank making such Absolute Rate Loan in its Bid
     Loan  Tender, payable on the interest payment date or  dates
     specified by the Company in the related Bid Loan Tender Request
     Notice and on the maturity date of such Absolute Rate Loan; and

         (b)  in the case of Money Market Loans, at the LIBO Rate
     determined in accordance with the definition thereof plus or
     minus the Money Market Margin specified by the Bank making such
     Money Market Loan in its Bid Loan Tender, payable on the interest
     payment date or dates specified by the Company in the related Bid
     Loan Tender Request Notice and on the maturity date of such Money
     Market Loan.

     4.10 Payments and Prepayments of Bid Loans.  The Company shall
repay  to  the Administrative Agent for the account of each  Bank
which  has made a Bid Loan on the maturity date of such Bid  Loan
the  then unpaid principal amount of such Bid Loan.  The  Company


                             29


shall  have no right to prepay any Bid Loan unless (a)  specified
by the Company in the related Bid Loan Tender Request Notice (and
then  only upon the terms therein specified), (b) any Bank  shall
have  requested  prepayment of such  Bid  Loan  pursuant  to  the
provisions  of  Section 2.  10 or (c) any Bank shall  have  given
notice  that  it  is entitled to claim compensation  pursuant  to
Section  7.8  or  7.9 with respect to such Bid  Loan.   Any  such
prepayment  shall be accompanied by accrued interest on  the  Bid
Loan  so  prepaid and any payments required pursuant  to  Section
7.3.

     4.11 Reborrowings.  Within the limits and upon the conditions set
forth in this Section 4, the Company may from time to time during
the  Revolving  Credit  Availability  Period  borrow  under  this
Section 4, repay pursuant to Section 4.10 and reborrow under this
Section 4.

5.   [RESERVED]

6.   [RESERVED]

7.   THE FACILITIES IN GENERAL

     7.1  Payments.

          (a)  Each payment, including each prepayment, payable hereunder
     (except the arrangement fee under Section 7.12(b)) shall be made
     by the Company to the Administrative Agent at U.S. Bank National
     Association,  or  at  such other office  designated  by  the
     Administrative Agent from time to time, in immediately available
     funds by 1:00 p.m.  (Minneapolis time) on the due date for such
     payment; provided, that any such payment shall be deemed to have
     been  received  by  the Administrative Agent  by  1:00  p.m.
     (Minneapolis time) on such due date if (i) the Company shall have
     irrevocably instructed the Administrative Agent to apply the
     proceeds of new Credit Extensions scheduled to be made on such
     due date to such payment or payments and (ii) such proceeds,
     together  with  other  funds the Company  has  directed  the
     Administrative Agent to apply, are sufficient, or  would  be
     sufficient but for the failure of a Bank to fund such new Credit
     Extension on such date, to make such payment or payments in full.
     Upon receipt or deemed receipt thereof by the Administrative
     Agent, the Administrative Agent shall remit to each Bank entitled
     to receive such payment in immediately available funds on the day
     such funds are received or deemed received, such Bank's share
     thereof.  The Company shall pay the arrangement fee directly to
     the Arranger on the Effective Date.  If any payment hereunder or
     under the Notes with respect to a Base Rate Loan or Absolute Rate
     Loan or fees or with respect to any Acceptance, shall be due and
     payable on a day other than a Business Day, the maturity thereof
     shall be extended to the next Business Day, and interest shall be
     payable at the applicable rate with respect thereto during such
     extension.  If any payment hereunder or under the Notes with
     respect to a LIBOR Loan or a Money Market Loan shall be due and
     payable  on a day other than a Eurodollar Business Day,  the
     maturity  thereof shall be extended to the  next  Eurodollar
     Business Day (unless such day would fall in another calendar
     month, in which event payment shall be made on the next preceding
     Eurodollar Business Day), and interest shall be payable at the
     applicable rate with respect thereto during such extension.

          (b)  (i) All payments or reimbursements required to be made under
     this  Agreement shall be made free and clear of and  without
     deduction for any and all taxes, duties, fees or other charges of


                                    30


     any  nature whatsoever imposed or levied by any governmental
     authority, domestic or foreign (except for taxes, duties, fees or
     other charges based upon or measured by the net income, net worth
     or shareholder's capital of any Bank, those charges which are in
     substitution for, or relieve any Bank from, any tax based upon or
     measured by net income, net worth or shareholder's capital of
     such Bank, and changes in the rate of tax on the overall net
     income,  net  worth or shareholder's capital of such  Bank);
     provided,  however, that if any Bank or holder of  any  Note
     hereunder fails to file when it may lawfully do so with  the
     Company a properly completed and executed copy of either Internal
     Revenue Service Form W-8BEN or any successor thereto or Internal
     Revenue Service Form W-8ECI or any successor thereto and any
     additional form necessary for claiming complete exemption from
     United  States withholding taxes (or such other form  as  is
     required  to  claim  complete exemption from  United  States
     withholding taxes) in accordance with the provisions of Section
     7.1(b) (ii), then all such payments to such Bank or holder shall
     be net of any amounts the Company is required to withhold under
     applicable law.  A certificate as to any additional  amounts
     payable to any Bank under this Section 7.1(b) submitted to the
     Company by such Bank shall show in reasonable detail the amount
     payable and the calculations used to determine such amount and
     shall be conclusive and binding upon the parties hereto in the
     absence of manifest error.  With respect to each deduction or
     withholding for or on account of any taxes, the Company shall
     promptly (and in any event not less than 45 days thereafter)
     furnish  to each Bank such certificates, receipts and  other
     documents as may be required (in the reasonable judgment of such
     Bank) to establish any tax credit to which such Bank may  be
     entitled.

               (ii) As long as it may lawfully do so, each Bank or
          holder of any Note agrees to file with the Company, in
          duplicate, for each taxable year of such Bank or such holder
          during which interest arising under this Agreement is received,
          and before payment by the Company of any interest during such
          year on the Loans made by such Bank, a properly completed and
          executed copy of either Internal Revenue Service Form W-8BEN
          or Internal Revenue Service Form W-8ECI or any successor thereto
          and any additional form necessary for claiming complete exemption
          from United States withholding taxes (or such other form as is
          required to claim complete exemption from United States
          withholding taxes), if and as provided by the Code, regulations
          or other pronouncements of the United States Internal Revenue
          Service; and the Bank or such holder, as the case may be,
          warrants to the Company that the form so filed will be true
          and complete; provided, that such Bank's or such holder's
          failure to complete and execute such W-8BEN or W-8ECI, as the
          case may be, and any such additional form (or any successor form
          or forms) shall not relieve the Company of any of its obligations
          under this Agreement, except as otherwise provided in this
          Section 7.1(b).

     7.2  Interest on Overdue Payments.  All amounts payable hereunder
(other  than interest), including, without limitation, under  the
Notes,  after maturity thereof (whether upon stated  maturity  or
due  date, by acceleration or otherwise), not paid when due shall
bear  interest, from the date such amounts become due to the date
of  payment,  at a fluctuating per annum rate equal to  the  then
Applicable Base Rate plus 2%.  All interest provided for in  this
Section 7.2 shall be payable on demand.



                                   31


     7.3  Indemnification.  The Company hereby agrees to indemnify and
hold the Administrative Agent and each Bank free and harmless
from all reasonable losses, costs and expenses (including,
without limitation, any loss, cost or expense incurred by reason
of the liquidation or redeployment of deposits or other funds
acquired by any Bank to fund or maintain any LIBOR Loans, Bid
Loans, Acceptances or Acceptance Participations) which the
Administrative Agent or any Bank may incur, to the extent not
otherwise compensated for under this Agreement and not mitigated
by the redeployment of such deposits or other funds, as a result
of (a) a default by the Company in payment when due of the
principal of or interest on any LIBOR Loan, Bid Loan or
Acceptance Obligation (b) the Company's failure (other than a
failure attributable to a default by such Bank) to make a
borrowing, conversion or refunding with respect to a LIBOR Loan
or Bid Loan or to take down an Acceptance after making a request
therefor, (c) a prepayment, conversion or refunding (whether
mandatory or otherwise, but excluding a prepayment under Section
2.10) of a LIBOR Loan or Bid Loan before the expiration of the
related Interest Period or the maturity date thereof, and (d) any
default by the Company under this Agreement, any demand for
payment of a LIBOR Loan or Bid Loan by the Administrative Agent
permitted hereunder before the expiration of the related Interest
Period; provided, however, that the Company shall not be
obligated to pay any such amounts or amount which are
attributable to periods exceeding 180 days prior to the date of
receipt by the Company of the certificate referred to in the next
sentence.  A certificate as to any such loss, cost or expense
(including calculations, in reasonable detail, showing how such
Bank computed such loss, cost or expense) shall be submitted by
such Bank to the Company together with such Bank's request for
indemnification (which request shall set forth the basis for
requesting such amounts) and shall, in the absence of manifest
error, be conclusive and binding as to the amount thereof.

     7.4  Adjustments of Revolving Commitments.  Upon at least five
Business Days' irrevocable prior written notice to the
Administrative Agent (which shall advise each Bank thereof as
soon as practicable thereafter), the Company may permanently
reduce the Aggregate Revolving Commitment, in whole at any time
or in part from time to time, without premium or penalty,
provided, that (i) each partial reduction of the Aggregate
Revolving Commitment shall be in an aggregate amount equal to at
least $15,000,000, or in integral multiples of $5,000,000 in
excess thereof, (ii) each reduction shall be accompanied by
payment of (a) the Facility Fee accrued on the amount of the
Aggregate Revolving Commitments so reduced through the date of
such reduction, and (b) the amount, if any, by which the
aggregate unpaid principal amount of all Committed Loans
outstanding exceeds the amount of the Aggregate Revolving
Commitments as so reduced, together with accrued interest on the
amount being prepaid to the date of such prepayment, (iii) any
prepayment under clause (ii) above shall be subject to any
required payments pursuant to Section 7.3, (iv) such reduction
shall not cause the Aggregate Outstandings of all Banks to exceed
the Aggregate Revolving Commitment.  Reductions of the Aggregate
Revolving Commitment and any accompanying prepayments of the
Committed Loans shall be apportioned among the Banks according to
their Pro Rata Share.

     7.5  Determinations of Rates.  The Administrative Agent will,
with  reasonable promptness, notify the Company and the Banks  of
each  determination  of interest rates and other  rates  and  fee
levels applicable hereunder; provided that any failure to  do  so
shall  not  relieve  the  Company of any liability  hereunder  or
provide the basis for any claim against the Administrative Agent.
Any change in the interest rate on a Loan or an Acceptance or  in
the  Facility Fees payable hereunder resulting from a  change  in


                            32


the Company's senior unsecured long-term debt ratings or the Debt
to  Cashflow  Ratio shall become effective as of the  opening  of
business on the day on which such change in debt ratings  becomes
effective or change in Debt to Cashflow Ratio is reported to  the
Administrative  Agent as provided hereunder.  The  Administrative
Agent will with reasonable promptness notify the Company and  the
Banks  of the effective date and the amount of each such  change,
provided that any failure to do so shall not relieve the  Company
of  any  liability hereunder or provide the basis for  any  claim
against the Administrative Agent.

     7.6   Mandatory  Prepayments.   If  at  any  time  Aggregate
Outstandings owed all of the Banks exceed the Aggregate Revolving
Commitment,  the  Company shall promptly  make  a  prepayment  of
amounts  outstanding hereunder in an amount equal to such  excess
which amounts shall be applied by the Administrative Agent  in  a
manner  to minimize the payments required to be made pursuant  to
Section 7.3.

     7.7  Mandatory Prepayments With Respect to Outstanding
Acceptances.  Whenever, by the application of the provisions of
Sections 7.4, 7.6 or 13.1, Aggregate Outstandings which include
outstanding Acceptances shall have become due and payable, the
Company shall pay to the Administrative Agent immediately
available funds equal to the aggregate face amount of all such
outstanding Acceptances, and the Administrative Agent shall hold
such funds as collateral for all outstanding unmatured
Acceptances and all outstanding Acceptance Obligations.
Thereupon such Acceptances for the purposes of this Agreement
shall be deemed to be no longer outstanding and any amounts
payable by the Company hereunder with respect thereto shall be
deemed to have been paid.  The Administrative Agent shall apply
the funds so paid to such Acceptances as they mature.  After the
maturity of the last of such Acceptances, the Administrative
Agent shall promptly remit to the Company an amount determined by
multiplying (x) the face amount of each of such Acceptances by
(y) a fraction, the numerator of which is the actual number of
days between the date of payment of such funds by the Company and
the last maturity date of such Acceptances and the denominator of
which is 360 by (z) a per annum rate equal to the rate per annum
which the Administrative Agent would offer to pay on its
certificates of deposit issued in the United States at
approximately 10:00 a.m.  (Minneapolis time) on the Business Day
preceding the payment of such funds to the Administrative Agent
in a dollar amount comparable to the funds so paid and having a
maturity equal to the weighted average remaining term of such
Acceptances.

     7.8  Capital Adequacy.  In the event that compliance by any Bank
with any present or future applicable law or governmental rule,
requirement, regulation, guideline or order (whether or not
having the force of law but, if not having the force of law, with
respect to which similarly situated banks generally comply)
regarding capital adequacy has the effect of reducing the rate of
return on such Bank's capital as a consequence of its commitment
to make, or the making or maintaining of, any Credit Extensions
hereunder to a level below that which such Bank would have
achieved but for such compliance (taking into consideration such
Bank's policies with respect to capital adequacy) by an amount
deemed by such Bank to be material, then from time to time the
Company shall pay to such Bank such additional amount or amounts
as will compensate such Bank for such reduction; provided,
however, that the Company shall not be obligated to pay any such
amount or amounts (i) unless such Bank shall have first notified
the Company in writing that it intends to seek compensation from
the Company pursuant to this sentence, and (ii) which are
attributable to periods exceeding 90 days prior to the date of


                              33


receipt by the Company of such notice.  A certificate as to the
amount of any such reduction (including calculations in
reasonable detail showing how such Bank computed such reduction
and a statement that such Bank has not allocated to its
Commitments or outstanding Credit Extensions a proportionately
greater amount of such reduction than is attributable to each of
its other commitments to lend or to each of its other outstanding
credit extensions that are affected similarly by such compliance
by such Bank, whether or not such Bank allocates any portion of
such reduction to such other commitments or credit extensions)
shall be furnished promptly by such Bank to the Company.  Any
such certificate setting forth the basis for determining such
reduction or amounts necessary to compensate such Bank shall be
conclusive and binding upon the Company, absent manifest error.

     7.9  Charges:  Legal Restrictions.  If any present or future
applicable law, rule or regulation or any change therein or in
the interpretation or administration thereof by any Governmental
Body, central bank or comparable agency charged with the
interpretation or administration thereof or compliance by any
Bank with any request or directive of any such authority, central
bank or comparable agency, whether or not having the force of law
but, if not having the force of law, with respect to which
similarly situated banks generally comply:

          (a)  subject to the proviso to Section 7.1(b)(i), shall subject
     any Bank to any tax, duty or other charge with respect to its
     obligation to make Credit Extensions or shall change the basis of
     taxation of payments to such Bank of the principal of or the
     interest with respect to its Credit Extensions, fees or any other
     amounts due under this Agreement in respect of its obligation to
     make Credit Extensions (except for taxes based upon or measured
     by the net income, net worth or shareholder's capital of any
     Bank, those charges which are in substitution for, or relieve any
     Bank from, any tax based upon or measured by net income, net
     worth or shareholder's capital of such Bank, and changes in the
     rate of tax on the overall net income, net worth or shareholder's
     capital of such Bank); or

          (b)  shall impose, modify or deem applicable any reserve
(including, without limitation, any imposed by the Board of
Governors of the Federal Reserve System), special deposit,
compulsory loan or similar requirements in connection with any of
the Loans, Acceptances or Acceptance Obligations against assets
of, or deposits or other liabilities with, of or for the account
of, or advances or loans by, or credit extended by, or any
acquisition of funds by or for the account of any office of such
Bank or shall impose on such Bank any other condition affecting
its obligations to make Credit Extensions; and the result of any
of the foregoing would in the reasonable judgment of such Bank
increase the cost to such Bank of making, renewing or maintaining
its Credit Extensions, or reduce the amount of any sum receivable
by such Bank under this Agreement;

          then,  upon demand by such Bank, the Company agrees  to
pay  to  such  Bank  such additional amount or amounts  as  would
compensate  such  Bank for such increased cost or  reduction  but
only with respect to the 90-day period immediately preceding  the
making  of  each  such demand; provided that there  shall  be  no
duplication  of  amounts  paid  to  any  Bank  pursuant  to  this
Section  7.9  and  pursuant  to  any  other  provision  of   this
Agreement.   A certificate of such Bank setting forth  the  basis
for  determining such additional amount or amounts  necessary  to


                              34


compensate  such  Bank shall be conclusive and binding  upon  the
Company, absent manifest error.

          Without limiting the effect of the foregoing, upon  any
Bank's  written  request delivered to the  Company,  the  Company
shall pay to such Bank on the last day of each Interest Period so
long  as  such  Bank  is  required to maintain  reserves  against
"Eurocurrency liabilities" as defined in Regulation D (as at  any
time  amended)  of the Board of Governors of the Federal  Reserve
System, as additional interest on the unpaid principal amount  of
each  LIBOR  Loan, and Money Market Loan by such Bank outstanding
during such Interest Period, an additional amount (determined  by
such  Bank  and notified to the Company) as would, together  with
payments of interest on such LIBOR Loan or Money Market Loan  for
such Interest Period, result in the receipt by such Bank of total
interest  on such LIBOR Loan or Money Market Loan as though  such
Bank  had funded 100% of its LIBOR Loan or Money Market  Loan  in
the  offshore Dollar market for such Interest Period  at  a  rate
determined  by  such Bank to be equal to the rate  determined  in
accordance with the following formula:

                    LIBO  Rate divided by one minus the rate
          (expressed  as  a decimal) of such  reserves  then
          required  by  such  Regulation  D  in  respect  of
          Eurocurrency liabilities for such Bank,  plus,  in
          the case of LIBOR Loans, the Applicable Margin or,
          in  the case of Money Market Loans, plus or  minus
          the Money Market Margin.

     7.10 Replacement Banks.  In the event that any Bank shall have
given  notice that it is entitled to claim compensation  pursuant
to  Sections 7.8 or 7.9, or shall have given notice of illegality
pursuant  to  Section 2.10, the Company, with the  prior  written
consent  of  the  Administrative Agent (which  consent  will  not
unreasonably  be withheld), may designate a replacement  bank  to
assume  the  Commitments and the other obligations of  such  Bank
hereunder and under any outstanding Acceptance Participation held
by  such Bank and to purchase the outstanding Committed Loan Note
and  Bid  Loan  Note and any outstanding Acceptance Participation
payable  to such Bank and such Bank's rights hereunder  and  with
respect  thereto,  without  recourse upon,  or  warranty  by,  or
expense  to, such Bank for a purchase price equal to the  sum  of
(a)  the  aggregate outstanding unpaid principal amount  of  such
Committed  Loan  Note  and  Bid Loan  Note  and  any  outstanding
Acceptance  Obligation payable to such Bank,  together  with  all
interest accrued and unpaid thereon, (b) any unpaid Facility  Fee
or  other fee payable to such Bank for the period prior  to  such
purchase,  (c)  the amount that would have been payable  to  such
Bank  pursuant to Section 7.3 had such purchase of said Committed
Loan  Note  and  Bid  Loan Note constituted a prepayment  thereof
contemplated by clause (c) of the first sentence of Section  7.3,
and  (d) the portion of the Acceptance Commission payable to such
Bank  upon payment of the related Acceptance Obligation (prorated
in  the proportion that the number of days in the period from and
including the date of creation of the related Acceptance  to  but
excluding   the   date  of  the  purchase  of   such   Acceptance
Participation bears to the number of days in the period from  and
including the date of creation of the related Acceptance  to  but
excluding  the  date of the maturity of the related  Acceptance).
Upon  such assumption and purchase by the replacement bank,  such
replacement  bank shall be deemed to be a "Bank" for purposes  of
this  Agreement and such replaced Bank shall cease to be a "Bank"
for  purposes  of  this Agreement and shall no  longer  have  any
obligations  hereunder (except as provided in Section  18.10)  or
rights  hereunder (except as provided in Sections 7.3,  7.8,  7.9
and 19).



                                35


     7.11 Funding.  Each Bank may elect to fund all or any portion of
its Loans in any manner it may determine in its reasonable
discretion, including, without limitation, in the Grand Cayman
inter-bank market, the London inter-bank market, the Bahamas
inter-bank market and within the United States; provided that in
any case in such event the obligations of the Company to repay
such Loan shall nevertheless be to such Bank.

     7.12 Fees.

          (a)  The Company agrees to pay to the Banks a facility fee (the
     "Facility Fee") during the Revolving Credit Availability Period
     (computed in each case on the basis of a 365 or 366 day year, as
     applicable, for actual days elapsed) on the entire amount of the
     Aggregate Revolving Commitment (whether utilized or unutilized),
     equal to (i) 0.15% per annum if Level I Status exists and (ii)
     0.20% per annum if Level II Status exists.  The Facility Fee
     shall be payable quarterly in arrears on the first Business Day
     of February, May and August of each year, commencing on the first
     Business  Day  of February, 2001, and on the Maturity  Date.
     Payment of the Facility Fee shall be made to the Administrative
     Agent and, upon receipt thereof, the Administrative Agent shall
     promptly remit to each Bank its Pro Rata Share thereof.

          (b)  The Company shall pay to the Administrative Agent for the
     account of each Bank in accordance with its Pro Rata Share, (i) a
     utilization  fee of 0.125% times the actual daily  Aggregate
     Outstandings on each day that such Aggregate Outstandings equal
     or exceed 50% of the Aggregate Commitments and (ii) an additional
     utilization fee of an additional 0.125% times the actual daily
     Aggregate  Outstandings  on each  day  that  such  Aggregate
     Outstandings equal or exceed 75% of the Aggregate Commitments.
     The utilization fee shall be due and payable quarterly in arrears
     on  the  last Business Day of each February, May and August,
     commencing with the first such date to occur after January 31,
     2001, and on the Maturity Date.  The utilization fee shall be
     calculated quarterly in arrears.

          (c)  The Company agrees to pay directly to the Arranger for the
     sole use and benefit of the Arranger, on the Effective Date, an
     arrangement fee in an amount set forth in and subject to a letter
     agreement dated November 30, 2000 among the Arranger, Bank of
     America and the Company.

          (d)  The Company agrees to pay to the Administrative Agent a fee
     (for its sole use and benefit) in an amount set forth in a letter
     agreement dated December 13, 2000 between the Administrative
     Agent and the Company.

8.   REPRESENTATIONS AND WARRANTIES

          In  order  to induce the Administrative Agent  and  the
Banks  to  enter  into  this Agreement and  to  make  the  Credit
Extensions,    the   Company   hereby   makes    the    following
representations and warranties to the Administrative Agent and to
each Bank:

     8.1  Subsidiaries.  As of the Effective Date, the Company has
only  the Subsidiaries set forth in Exhibit Q hereto.  As of  the
Effective  Date, except as set forth in Exhibit  Q,  all  of  the
shares  of all classes of the stock of each Subsidiary are  owned
by  the  Company  free  and clear of any Liens  and  are  validly


                              36


issued,  fully  paid  for and nonassessable,  and  there  are  no
outstanding  rights, options, warrants or shareholder agreements,
complete copies of which have not been furnished to the Banks.

     8.2  Existence and Power.  The Company and each Subsidiary is
duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation or organization,
has all requisite power and authority to own its Property and to
carry on its business as now conducted, and is in good standing
and authorized to do business in each jurisdiction in which the
character of the Property owned and leased by it therein or the
transaction of its business makes such qualification necessary
except for such jurisdictions where the failure to be in such
standing and so authorized will not materially adversely affect
the financial condition, business or operations of the Company
and its Consolidated Subsidiaries, taken as a whole, or prevent
the enforcement of contracts entered into.

     8.3  Authority.  The Company has full power and authority to
enter  into,  execute, deliver and carry out the  terms  of  this
Agreement,  to  make  the  borrowings  contemplated  hereby,   to
execute,  deliver and carry out the terms of the Credit Documents
and to incur the obligations provided for herein and therein, and
the execution, delivery and performance of this Agreement and the
Credit  Documents  have  been duly authorized  by  all  necessary
corporate action of the Company.  No consent or approval  of,  or
exemption by, any Governmental Body is required to authorize,  or
is required in connection with the execution and delivery of, and
performance  by  the  Company  of  its  obligations  under,  this
Agreement  or the Credit Documents or is required as a  condition
to the validity or enforceability of this Agreement or the Credit
Documents (except for such consents, approvals or exemptions,  if
any,  which may be required to be obtained or made subsequent  to
the  Effective  Date, all of which, if then required,  will  have
been  duly  obtained or made on or before each date on which  the
foregoing  representation and warranty shall be made or effective
or  reaffirmed,  as the case may be, will be sufficient  for  all
purposes  thereof and will be in full force and  effect  on  each
such date).

     8.4  Binding Agreement.  This Agreement constitutes, and the
Credit  Documents when issued and delivered pursuant  hereto  for
value  received  will constitute, the valid and  legally  binding
obligations  of  the Company enforceable against the  Company  in
accordance with their respective terms.

     8.5  Litigation.  As of the Effective Date, there are no actions,
suits  or arbitration proceedings (whether or not purportedly  on
behalf  of  the  Company or any Subsidiary) pending  or,  to  the
knowledge of the Company, threatened against the Company  or  any
Subsidiary,  or  maintained by the Company or any Subsidiary,  in
law  or in equity before any Governmental Body which individually
or  in  the  aggregate are likely (to the extent not  covered  by
insurance)  to  result  in  a  material  adverse  change  in  the
consolidated   financial  condition  of  the  Company   and   its
Consolidated  Subsidiaries, except as set forth in the  Company's
annual report on Form 10-K for the fiscal year ended December 25,
1999 or its quarterly reports on Form 10-Q for the thirteen weeks
ended  March  25,  2000, June 24, 2000 and  September  23,  2000,
respectively, filed with the Securities and Exchange  Commission,
and  except as disclosed in writing to the Banks (making specific
reference to this Agreement) prior to the Effective Date.  As  of
the  Effective Date, there are no proceedings pending or, to  the
knowledge of the Company, threatened against the Company  or  any
Subsidiary   which   call   into   question   the   validity   or


                            37


enforceability of this Agreement or the Credit Documents  or  any
document  delivered in connection herewith or therewith,  or  any
action   to   be   taken  in  connection  with  the  transactions
contemplated hereby or thereby.

      8.6  No Conflicting Agreements.  Neither the Company nor any
Subsidiary is in default under any agreement to which it is a
party or by which it or any of its Property is bound the effect
of which could reasonably be expected to have a material adverse
effect on the business or operations of the Company and its
Consolidated Subsidiaries taken as a whole, except as disclosed
in writing to the Banks (making specific reference to this
Agreement).  No provision of (i) the articles of incorporation,
charter, bylaws, preferred stock or any shareholder agreement of
the Company or any Subsidiary, (ii) subject to the Company's
compliance with any applicable covenants pertaining to its
incurrence of unsecured indebtedness, any existing mortgage or
indenture or loan or credit agreement, (iii) any other contract
or agreement (which is, individually or in the aggregate,
material to the consolidated financial condition, business or
operations of the Company and its Consolidated Subsidiaries)
after giving effect to any effective amendments or waivers to the
terms thereof, (iv) any statute (including, without limitation,
any applicable usury or similar law), rule or regulation, and (v)
any judgment, decree or order (which is, individually or in the
aggregate, material to the consolidated financial condition,
business or operations of the Company and its Consolidated
Subsidiaries), in either case binding on the Company or any
Subsidiary or affecting the property of the Company or any
Subsidiary; conflicts with, or requires any consent under, or
would in any way prevent the execution, delivery or carrying out
of the terms of, this Agreement or the Credit Documents, and the
taking of any such action will not constitute a default under
(subject as aforesaid), or result in the creation or imposition
of, or obligation to create, any Lien upon the Property of the
Company or any Subsidiary pursuant to the terms of any such
mortgage, indenture, loan or credit agreement or other contract
(other than any right to setoff or banker's lien or attachment
that any Bank or other holder of Credit Documents may have under
applicable law).

     8.7  Taxes.  The Company and each Consolidated Subsidiary has
filed or caused to be filed all tax returns required to be filed,
and has paid, or has made adequate provision for the payment of,
all taxes shown to be due and payable on said returns or in any
assessments made against it, and no tax liens have been filed and
no claims are being asserted with respect to such taxes which are
required by Generally Accepted Accounting principles to be
reflected in the Financial Statements and are not so reflected
therein.  The charges, accruals and reserves on the books of the
Company and each Consolidated Subsidiary with respect to all
federal, state, local and other taxes are considered by the
management of the Company to be adequate, and the Company knows
of no unpaid assessment which is due and payable against the
Company or any Consolidated Subsidiary, except (a) those not yet
delinquent, (b) those not substantial in aggregate amount, (c)
such thereof as are being contested in good faith and by
appropriate proceedings diligently conducted, or (d) those
involving foreign taxes and assessments which are involved in a
good faith dispute with respect to tax or other matters (subject,
in the case of clause (c) or (d), to appropriate reserves).

     8.8  Financial Statements.  The Company has heretofore delivered
to each Bank copies of the consolidated balance sheets of the
Company as of December 31, 1999, and the related consolidated
statements of operations, shareholder's equity and changes in
cash flows for the year then ended (such statements being
sometimes referred to herein as the "Financial Statements").  The


                           38


Financial Statements were audited and reported on by the
Accountants.  The Financial Statements fairly present the
consolidated financial condition and the consolidated results of
operations of the Company as of the date and for the period
indicated therein, and the Financial Statements have been
prepared in conformity with Generally Accepted Accounting
Principles (except as disclosed in the notes thereto).  As of the
Effective Date, except (i) as reflected in the Financial
Statements or in the footnotes thereto, or (ii) as otherwise
disclosed in writing to the Banks prior to the date hereof
(making specific reference to this Agreement), neither the
Company nor any Subsidiary has any obligation or liability of any
kind (whether fixed, accrued, contingent, unmatured or otherwise)
which is material to the Company and the Consolidated
Subsidiaries on a consolidated basis and which, in accordance
with Generally Accepted Accounting Principles consistently
applied, should have been recorded or disclosed in such Financial
Statements and were not, other than those incurred in the
ordinary course of their respective businesses since the date of
such Financial Statements.  Since December 25, 1999 to the
Effective Date (i) the Company and each Subsidiary has conducted
its business only in the ordinary course, and (ii) there has been
no adverse change in the financial condition of the Company and
its Subsidiaries taken as a whole which is material to the
Company and its Consolidated Subsidiaries on a consolidated
basis, except in each case as set forth in the Company's annual
report on Form 10-K for the fiscal year ended December 25, 1999
or its quarterly reports on Form 10-Q for the thirteen weeks
ended March 25, 2000, June 24, 2000 and September 23, 2000,
respectively, filed with the Securities and Exchange Commission,
and except in each case as disclosed in writing to the Banks
(making specific reference to this Agreement) prior to the
Effective Date; and, since the Effective Date, there has been no
material adverse change in their consolidated financial condition
from the most recent consolidated financial statements of the
Company and its Consolidated Subsidiaries which have been
furnished to the Banks pursuant to this Agreement, except as
disclosed in writing to the Banks (making specific reference to
this Agreement).

     8.9  Compliance with Applicable Laws; Environmental Matters.

          (a)  Neither the Company nor any Subsidiary is in default with
     respect to any judgment, order, writ, injunction, decree  or
     decision of any Governmental Body which default would have a
     material adverse effect on the financial condition, operations or
     Property of the Company and its Consolidated Subsidiaries on a
     consolidated basis except as disclosed in writing to the Banks
     (making specific reference to this Agreement).  The Company and
     each Subsidiary is complying in all material respects with all
     applicable statutes and regulations, including without limitation
     ERISA and applicable occupational, safety and health and other
     labor laws, of all Governmental Bodies, a violation of which
     could reasonably be expected to have a material adverse effect on
     the financial condition, operations or Property of the Company
     and its Subsidiaries on a consolidated basis, except as otherwise
     disclosed in writing to the Banks (making specific reference to
     this Agreement).

          (b)  The Company conducts in the ordinary course of business a
     review of the effect of existing Environmental Laws and existing
     Environmental Claims on its business, operations and properties,
     and as a result thereof the Company has reasonably concluded
     that,  except as specifically disclosed in Schedule 2,  such
     Environmental  Laws  and  Environmental  Claims  could  not,
     individually or in the aggregate, reasonably be expected to have


                                   39


     a material adverse effect on the financial condition, operations
     or Property of the Company and its Subsidiaries on a consolidated
     basis.

     8.10 Property.  The Company and each Subsidiary has good and
valid title to, or good and valid leasehold interests in, all  of
its   Property  which  is  material  to  the  Company   and   its
Consolidated Subsidiaries taken as a whole, subject to no  Liens,
except  such thereof as are not prohibited by the terms  of  this
Agreement.

      8.11 Federal Reserve Regulations.  The Company is not engaged
principally, or as one of its important activities, in the
business of extending credit for the purpose of purchasing or
carrying any margin stock within the meaning of Regulation U of
the Federal Reserve Board, as amended.  No part of the proceeds
of the Credit Extensions will be used, directly or indirectly,
for a purpose which violates any law, rule or regulation of any
Governmental Body, including, without limitation, the provisions
of Regulations T, U, or X of said Board, as amended.

      8.12 No Misrepresentation.  No representation or warranty
contained herein or in any document to be executed and delivered
in connection herewith and no certificate or report furnished or
to be furnished by the Company or any Subsidiary in connection
with the transactions contemplated hereby, contains or will
contain a misstatement of material fact, or omits or will omit to
state a material fact required to be stated in order to make the
statements herein or therein contained (taken as a whole) not
misleading in the light of the circumstances under which made.

     8.13 Employee Benefit Plans.

          (a)  Each Employee Benefit Plan of the Company is in compliance
     in all material respects with the applicable provisions of ERISA,
     the Code and other federal or state law.  Each Employee Benefit
     Plan  of  the  Company which is intended  to  qualify  under
     Section 401(a) of the Code has received a favorable determination
     letter from the IRS and to the best knowledge of the Company,
     nothing  has  occurred which would cause the  loss  of  such
     qualification.

          (b)  There are no pending or, to the best knowledge of Company,
     threatened  claims, actions or lawsuits, or  action  by  any
     Governmental Body, with respect to any Employee Benefit Plan
     which has resulted or could reasonably be expected to result in
     liability  which  is material to the consolidated  financial
     condition  of the Company and its Consolidated Subsidiaries.
     There has been no prohibited transaction or violation of the
     fiduciary responsibility rules with respect to any  Employee
     Benefit  Plan  of  the Company which has resulted  or  could
     reasonably be expected to result in liability which is material
     to the consolidated financial condition of the Company and its
     Consolidated Subsidiaries.

          (c)  As of the date hereof, neither the Company nor any Related
     Person to the Company or any Subsidiary maintains or contributes
     to any Plan, except as specifically disclosed in Schedule 3.  To
     the best of the Company's knowledge, neither the Company nor any
     Related Person to the Company or any Subsidiary has ever
     contributed to any multiemployer plan within the meaning of
     Section 4001(a)(3) of ERISA.



                                 40


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

     8.15 Public Utility Holding Company Act.  The Company is not a
"holding  company,"  or  a "subsidiary  company"  of  a  "holding
company,"  or  an  "affiliate" of a "holding  company"  or  of  a
"subsidiary  company" of a "holding company," within the  meaning
of the Public Utility Holding Company Act of 1935, as amended.

9.   CONDITIONS OF LENDING -- INITIAL CREDIT EXTENSIONS

     In addition to the requirements set forth in Section 10, the
obligation  of  each  Bank to make its initial  Credit  Extension
hereunder  shall be subject to the fulfillment of  the  following
conditions precedent:

     9.1  Evidence of Execution and Corporate Action.

          (a)  The Administrative Agent shall have received written or
     facsimile notice that counterparts of this Agreement have been
     executed by each of the parties hereto and the Company shall have
     executed and delivered to the Administrative Agent  for  the
     account of each Bank the Committed Loan Notes and the Bid Loan
     Notes (appropriately completed).

          (b)  State certificates as to the Company:

               (i)  The Administrative Agent shall have received (with a
          photocopy for each Bank) a copy of the Composite Certificate of
          Incorporation of the Company and each amendment, if any, thereto,
          certified by the Secretary of State of the State of Delaware (as
          of a date reasonably near the date of the initial Credit
          Extension hereunder) as being true and correct copies of such
          documents on file in his office.

               (ii) The Administrative Agent shall have received (with a
          photocopy for each Bank) certificates of good standing for the
          Company from each of (a) the Secretary of State of Delaware and
          the Secretaries of State of the States where the Company conducts
          its principal operations, certifying that the Company is in good
          standing in such States and (b) if available, the appropriate tax
          authorities of each State listed in (a) above, certifying that
          the Company is in good standing and has no known unpaid tax
          liability, such certificates to be dated reasonably near the date
          of the initial Credit Extension hereunder.

          (c)  The Administrative Agent shall have received (with a signed
     copy for each Bank) the signed certificate of the President or a
     Vice President and the Secretary of the Company, dated the date
     of the initial Credit Extension hereunder, certifying as to (i) a
     true and correct copy of resolutions adopted by the Board of
     Directors (or the duly empowered Executive Committee of the Board
     of Directors) of the Company authorizing the execution, delivery
     and performance by the Company of this Agreement and the Credit
     Documents, and authorizing the issuance by the Company of the


                                   41


     Credit Documents in the manner and for the purpose contemplated
     by this Agreement, (ii) a true and correct copy of the by-laws of
     the Company as in effect on such date, and (iii) the incumbency
     and specimen signatures of officers or employees of the Company
     executing the Agreement, the Credit Documents and any  other
     documents delivered to the Administrative Agent in connection
     with this Section 9.

     9.2  Opinion of Company Counsel.  The Administrative Agent shall
have  received  (with  a signed copy for each  Bank)  the  signed
opinion of Sheila B. Hagen, Esq., General Counsel of the Company,
hereby given upon the express instructions of the Company,  dated
the  date of the initial Credit Extension hereunder, in the  form
of  Exhibit I hereto, with such changes (if any) therein as shall
be  acceptable to the Administrative Agent, and as to such  other
matters as the Administrative Agent may reasonably request.

     9.3  Other Instruments and Documents.  The Administrative Agent
shall  have received (with a photocopy for each Bank) such  other
instruments  and documents as the Administrative Agent  may  have
reasonably requested on or before the Effective Date.

     9.4    Other  Agreements.   Evidence  satisfactory  to   the
Administrative Agent that each of: (i) the Amended  and  Restated
Multi-Year  Credit Agreement dated as of December 21, 1995  among
the  Company,  certain  of  the  Banks  (and  other  banks),  the
Syndication  Agent  and  First  Bank  National  Association,   as
Administrative  Agent, (ii) the Revolving Credit  Facility  dated
January  21,  2000 among the Company, the Syndication  Agent  and
Citibank,  N.A., each as a Co-Lead Arranger and Co-Administrative
Agent,  and (iii) the Promissory Note dated June 15, 2000 by  the
Company  in  favor of Bank of America, National Association  have
been  (substantially contemporaneously with  the  initial  Credit
Extension  hereunder) paid off in full and have expired  or  been
cancelled.

     9.5  Fees.  The Company shall have paid to the Syndication Agent,
the  Arranger  and  the Administrative Agent  such  fees  as  are
required to be paid pursuant to the Fee Letters.

10.  CONDITIONS OF LENDING -- ALL CREDIT EXTENSIONS

     10.1 All Credit Extensions.  The obligations of the Banks to make
any  Credit  Extension  are subject to  the  fulfillment  of  the
following conditions precedent:

          (a)  On each Borrowing Date and Drawing Date, and after giving
     effect to the Credit Extensions to be made on each such date
     (except, in the case where the sum of (i) the aggregate principal
     amount of the Committed Loans and (ii) the aggregate face amount
     of Bankers Acceptances being made or created on such date equals
     or is less than the sum of (x) the aggregate principal amount of
     the Committed Loans and (y) the aggregate face amount of Bankers
     Acceptances, in each case to be repaid on such date), (A) there
     shall  exist  no  Default  or  Event  of  Default,  (B)  the
     representations and warranties contained in this Agreement shall
     be true, correct and complete in all material respects on and as
     of such date to the extent as though made on and as of such date,
     except with respect to any representation or warranty  which
     specifically refers to an earlier date, and (C) both before and
     after giving effect to such Credit Extension, the Company shall
     be  in  compliance with the requirements of  any  applicable


                                42


     covenants pertaining to its incurrence of unsecured indebtedness.
     Each Borrowing Request, Bid Loan Tender Request Notice and Notice
     of Drawing submitted by the Company hereunder shall constitute a
     representation and warranty by the Company hereunder, as of the
     date of each such request or notice and as of the date of the
     applicable Credit Extension that the conditions in this Section
     10.1(a) are satisfied.

          (b)  All documents required by the provisions of this Agreement
     to be executed or delivered to the Administrative Agent on or
     before the applicable Borrowing Date and Drawing Date shall have
     been executed and shall have been delivered to the Administrative
     Agent at its office indicated pursuant to Section 15, or at such
     other place designated by the Administrative Agent from time to
     time, on or before such date.

     10.2  Committed Loans.  The obligations of the Banks to make
Committed  Loans are subject to the Administrative  Agent  having
received  a Borrowing Request, except in the case of a conversion
pursuant to the last sentence of Section 2.6.

     10.3 Bid Loans.  The obligation of each Bank which is to make a
Bid  Loan as part of a Bid Loan Borrowing (including the  initial
Bid  Loan  Borrowing) to make such Bid Loan  is  subject  to  the
Administrative Agent having received the Bid Loan Tender  Request
Notice with respect thereto in accordance with Section 4.2.

     10.4 Acceptances.  The obligations of the Administrative Agent to
accept Drafts and of the Acceptance Participants to accept from
the Administrative Agent Acceptance Participations with respect
thereto are subject to the Administrative Agent having received a
Notice of Drawing requesting acceptance of such Drafts in
accordance with Section 3.2.

11.  AFFIRMATIVE COVENANTS

          The Company covenants and agrees that, on and after the
Effective  Date,  unless  otherwise expressly  provided  in  this
Section  11,  and  until  the later of  the  termination  of  all
Commitments  and  the  payment in full of all  principal  of  and
interest  on  all Loans, all commitment fees and all  outstanding
Acceptances  and  Acceptance  Obligations,  and  subject  to  the
conditions stated herein, the Company will:

     11.1  Preservation of Corporate Existence, Etc.  Subject  to
Section  12.9,  do  or cause to be done all things  necessary  to
preserve  and  keep  in  full  force  and  effect  its  corporate
existence  and the rights (charter and statutory) of the  Company
and  each  Subsidiary; provided, however, that the Company  shall
not  be required to preserve any such right if the Company  shall
determine that the preservation thereof is no longer desirable in
the  conduct of the business of the Company or any Subsidiary and
that the loss thereof will not have a material adverse effect  on
the   business,  operations,  properties,  assets  or   condition
(financial  or  otherwise) of the Company  and  its  Consolidated
Subsidiaries taken as a whole.

     11.2 Taxes.  Pay, or provide adequate reserves or obtain adequate
indemnity for the payment of, and will cause each Consolidated
Subsidiary to pay or provide adequate reserves or obtain adequate
indemnity for the payment of, all taxes and assessments payable
by it which become due, other than (a) those not yet delinquent,
(b) those not substantial in aggregate amount, (c) those being


                           43


contested in good faith or (d) those involving foreign taxes and
assessments which are involved in a good faith dispute with
respect to tax or other matters.

     11.3 Insurance.  (i) To the extent insurance is available on a
commercially reasonable basis, maintain, and cause each
Subsidiary to maintain, insurance with reputable insurance
carriers including, without limitation, Affiliates of the Company
on such of its Property, against such risks, and in such amounts
as is customarily maintained by similar businesses of similar
size with respect to Properties of similar character; or (ii) in
lieu thereof, in the case of itself or of any one or more
Subsidiaries, maintain or cause to be maintained a system or
systems of self-insurance which will accord with the practices of
companies owning or operating Properties of a similar character.

     11.4 Maintenance of Properties.  Cause all Properties used or
useful in the conduct of its business or the business of a
Consolidated Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all
necessary equipment, and cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all
as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that
nothing in this Section 11.4 shall prevent the Company from
discontinuing the operation or maintenance, or both the operation
and maintenance, of any of such Properties if such discontinuance
is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Consolidated Subsidiary and
would not result in a material adverse effect on the business,
properties, assets, operations or condition (financial or
otherwise) of the Company and its Consolidated Subsidiaries taken
as a whole.

     11.5 Compliance with Laws, Etc.  Not violate any laws, rules,
regulations, or governmental orders to which it is subject, which
violation could reasonably be expected to have a material and
adverse effect on the business, properties, assets, operations,
condition (financial or otherwise) of the Company and its
Consolidated Subsidiaries taken as a whole; and not permit any
Subsidiary to violate any laws, rules, regulations, or
governmental orders which violation could reasonably be expected
to have a material and adverse effect on the consolidated
financial condition of the Company and its Consolidated
Subsidiaries.

     11.6 Financial Statements and Other Information.  Furnish to each
Bank:

          (a)  Interim Reports.  Within 60 days after the end of each of
     the first three quarterly fiscal periods in each fiscal year of
     the Company, its Form 10-Q for said period, certified, subject to
     changes resulting from year-end audit adjustments, by a financial
     officer of the Company;

          (b)  Annual Reports.  Within 120 days after the end of each
     fiscal year of the Company, a consolidated balance sheet of the
     Company and its Consolidated Subsidiaries as at the end of such
     year, and the related consolidated statements of operations,
     stockholders' equity and cash flows for such year, setting forth
     in each case in comparative form the consolidated figures set
     forth by the Company for comparative purposes in its Form 10-K
     for such year, accompanied by the opinion (which is not qualified
     as  a  result of a limitation on the scope of the  audit  or


                                 44


     nonconformity with Generally Accepted Accounting Principles)
     thereon of the Accountants, which opinion shall be prepared in
     accordance  with  United States generally accepted  auditing
     standards relating to reporting and shall be based  upon  an
     examination by such Accountants of the relevant accounts;

          (c)  Officer's Certificates.  Together with each delivery of
     financial statements pursuant to Sections 11.6(a) and (b) above,
     an Officer's Certificate stating that the signer has reviewed the
     relevant terms of this Agreement and of the Credit Documents and
     has made, or caused to be made under such officer's supervision,
     a review of the transactions and condition of the Company and its
     Consolidated Subsidiaries covered by such financial statements
     during the accounting period in question, and that such review
     has not disclosed the existence during such accounting period,
     and that the signer does not have knowledge of the existence as
     at the date of such Officer's Certificate, of a Default or an
     Event of Default, or, if any such Default or Event of Default
     exists, specifying the nature and period of existence thereof and
     what action the Company has taken or is taking or proposes to
     take with respect thereto;

          (d)  Compliance Certificates.  Together with each delivery of
     financial statements pursuant to Sections 11.6(a) and (b) above,
     a compliance certificate demonstrating in reasonable detail
     compliance during such accounting period with Sections 12.3, 12.4
     and 12.6;

          (e)  Accountants' Certificates.  Together with each delivery of
     financial statements pursuant to Section 11.6(b) above, a
     certificate signed by the Accountants reporting thereon (i)
     briefly setting forth the scope of their examination (which shall
     include a review of the Credit Documents, of this Section 11.6
     and of Sections 12.3, 12.4 and 12.6), (ii) stating whether or not
     their examination has disclosed the existence, during the fiscal
     year covered by such financial statements, of any Default or
     Event of Default and, if their examination has disclosed such a
     Default or Event of Default, specifying the nature and period of
     existence thereof, and (iii) stating that they have examined the
     Officer's Certificate delivered therewith pursuant to Section
     11.6(c) above;

          (f)  Reports to SEC and to Stockholders.  Promptly upon their
     becoming available, copies of all financial statements, reports,
     notices and proxy statements sent by the Company to its
     stockholders, and of all reports filed by the Company or any of
     its Subsidiaries with any securities exchange or with the
     Securities and Exchange Commission or any governmental authority
     succeeding to any of its functions;

          (g)  Notice of Default.  Forthwith upon any principal officer of
     the Company obtaining knowledge of the occurrence of a Default or
     an Event of Default, an Officer's Certificate specifying the
     nature and period of existence thereof and what action the
     Company has taken or is taking or proposes to take with respect
     thereto;

          (h)  [Reserved];

          (i)  ERISA Notices.  Notice within 30 days of:



                                  45


               (i)  the adoption of or commencement of contributions
          to any Plan by the Company or any Related Person to the
          Company or any Subsidiary; or

               (ii) the commencement of contributions by the Company
          or any Related Person Subsidiary to the Company to any
          multiemployer plan within the meaning of Section 4001(c)(3)
          of ERISA; or

               (iii)     the occurrence of a Reportable Event, the
          commencement of proceedings to terminate a Plan or the full
          or partial withdrawal from any multiemployer plan within
          the meaning of Section 4001(a)(3) of ERISA by the Company
          or any Related Person to the Company or any Subsidiary; and

          (j)  Other Information.  With reasonable promptness, such other
     information and data with respect to the Company or any of its
     Subsidiaries as from time to time may be reasonably requested by
     any Bank.

     11.7   Inspections:   Discussions.   Permit  any  authorized
representatives designated by the Administrative Agent (on behalf
of  the Majority Banks) or any Bank, at the Banks' or such Bank's
expense,  to make reasonable inspections of any of the Properties
of  the  Company  or any of its Subsidiaries, including  its  and
their  books  of  account, and to discuss its and their  affairs,
finances  and accounts with its and their officers  all  at  such
reasonable  times and as often as may be reasonably requested  by
such  Bank;  provided,  that, if required  by  the  Company,  the
Administrative Agent or any such Bank, as applicable, shall, as a
condition to being permitted to make any such inspection, certify
to  the  Company that the same is being made solely in  order  to
assist  the  Administrative Agent or such Bank in evaluating  its
interest in the Notes or its obligations hereunder.

     11.8  Books  and Records.  Maintain, and cause each  of  its
Subsidiaries to maintain, a system of accounting established  and
administered  in  accordance with Generally  Accepted  Accounting
Principles  applied  on a consistent basis, and  set  aside,  and
cause  each  of its Subsidiaries to set aside, on its  books  all
such  proper reserves as shall be required by Generally  Accepted
Accounting Principles.

     11.9 Use of Proceeds of Loans.  Use the proceeds of the Credit
Extensions for general corporate purposes, not otherwise
inconsistent with the provisions of this Agreement.

     11.10  Environmental Laws.  The Company shall, and shall cause
each Subsidiary to, conduct its operations and keep and maintain
its property in compliance with all Environmental Laws, the
noncompliance with which could reasonably be expected to have a
material adverse effect on the financial condition, operations or
Property of the Company and its Subsidiaries on a consolidated
basis.

12.  NEGATIVE COVENANTS

          The Company covenants and agrees that, on and after the
Effective  Date,  unless  otherwise expressly  provided  in  this
Section  12,  and  until  the later of  the  termination  of  all
Commitments  or  the  payment in full of  all  principal  of  and
interest  on  all Loans, all fees and all outstanding Acceptances


                              46


and  Acceptance Obligations, and subject to the conditions stated
herein, the Company will not:

     12.1 [Reserved].

     12.2 [Reserved].

     12.3 Minimum Debt Service Coverage.  Permit, as of the last day
of any fiscal quarter, the ratio of (a) Consolidated Cash Flow to
(b) Consolidated Debt Service to be less than 1.60 to 1.00.

     12.4 Maximum Total Fixed Asset Debt and Total Senior Fixed Asset
Debt to Consolidated Adjusted Net Worth Ratios.

          (a)  Issue, guarantee or assume or become liable in respect of
     any  Funded  Debt  or Short-Term Borrowing,  or  permit  any
     Consolidated  Subsidiary so to do, if, after  giving  effect
     thereto, the ratio of Total Fixed Asset Debt to Consolidated
     Adjusted Net Worth will exceed the ratio of 0.90 to 1.00 as of
     the last day of any fiscal quarter.

          (b)  Issue, guarantee or assume or become liable in respect of
     any  Funded  Debt  or Short-Term Borrowing,  or  permit  any
     Consolidated  Subsidiary so to do, if, after  giving  effect
     thereto,  the  ratio  of Total Senior Fixed  Asset  Debt  to
     Consolidated Adjusted Net Worth will exceed the ratio of 0.75 to
     1.00 as of the last day of any fiscal quarter.

     12.5 [Reserved].

     12.6  Debt  in  Subsidiaries.  Permit  Indebtedness  of  any
Subsidiary, exclusive of intercompany loans, to exceed 30% of the
Total Assets held by such Subsidiary; provided, however, that  if
the  amount of Indebtedness held by any Subsidiary acquired after
the   date  hereof  would  cause  the  Company  to  exceed   such
percentage, no violation of this Section 12.6 shall  arise  as  a
result  thereof until 90 days after the date of such  acquisition
(excluding  from  the  application  of  this  Section  12.6   the
Indebtedness of IBP Finance Company of Canada).

     12.7 Restricted Payments.  Declare or make any Restricted Payment
unless,  at  the time of and immediately after giving  effect  to
payment  of  such  Restricted Payment, no  Default  or  Event  of
Default shall have occurred and be continuing.

    12.8 Liens; Sale of Accounts Receivable.  (a) Except for
Permitted Liens, create, incur, assume or suffer to exist any
Lien against or in any of the Property now owned or hereafter
acquired by the Company or any Consolidated Subsidiary, or permit
any Consolidated Subsidiary so to do.

          (b)  With respect to accounts receivable of the Company
     or any of its Consolidated Subsidiaries which have been sold,
     assigned or otherwise  transferred to another Person in a
     transaction classified as a sale of accounts receivable in
     accordance with Generally Accepted Accounting Principles, at
     no time shall the aggregate  amount of accounts receivable sold,
     assigned or transferred exceed fifty percent (50%) of the
     aggregate amount of Eligible Accounts Receivable of the Company
     and its Consolidated Subsidiaries in existence at the time of


                              47


     the first such sale, assignment or transfer.  For purposes of
     this Section 12.8(b), "Eligible Accounts Receivable" shall have
     the meaning assigned to such term in any accounts receivable
     purchase/sale agreement entered into after the date of this
     Agreement which governs any such sale, assignment or transfer.

          To  the extent this Section applies to Margin Stock (as
such term is defined in Regulation U of the Federal Reserve Board
Regulations  or  any successor regulation or interpretation),  it
shall  only  apply  to  the assets of the Company  consisting  of
Margin  Stock which comprises 25% or less of the total assets  of
the Company after the application of the proceeds of any Loan.

     12.9 Mergers, Consolidations or Asset Sales.  Consolidate with or
merge into any other corporation, or directly or indirectly sell,
assign,  lease, convey, transfer or otherwise dispose of (whether
in  one  or  a series of transactions) its Properties  or  assets
substantially  or  as  an entirety (the term  "substantially"  to
mean,  as  used in this Section 12.9, at any point  in  time,  an
amount  which  exceeds 20% of the aggregate  book  value  of  the
assets  of the Company and its Consolidated Subsidiaries) to  any
Person or Consolidated Subsidiary, unless:

          (a)  immediately after giving effect to such transaction, the
     Company  is  the  surviving entity  and  continues,  without
     interruption, to observe the due and punctual payment of all
     obligations  of the Company under each Credit  Document  and
     performance of every covenant of this Agreement on the part of
     the Company to be performed or observed;

          (b)  immediately after giving effect to such transaction, no
     Default or Event of Default shall have occurred and be
     continuing; and

          (c)  such consolidation or merger shall have been approved by a
     majority of the board of directors of the Company.

          To  the extent this Section applies to Margin Stock (as
such term is defined in Regulation U of the Federal Reserve Board
Regulations  or  any successor regulation or interpretation),  it
shall  only  apply  to  the assets of the Company  consisting  of
Margin  Stock which comprises 25% or less of the total assets  of
the Company after the application of the proceeds of any Loan.

     12.10     Obligations as Lessee.  Enter into or suffer to exist
any  arrangement  as  lessee  of Property  (other  than  (i)  any
arrangement under which the Company or a Consolidated  Subsidiary
is  lessor  and (ii) capitalized leases) for a term in excess  of
one  year  (including  any renewal terms at  the  option  of  the
lessor),  or  permit any Consolidated Subsidiary so  to  do,  if,
after  giving  effect thereto, the aggregate of all  such  rental
payments  (excluding  any lease permitting  cancellation  at  the
option  of  lessee within 60 days or less after giving notice  of
such  cancellation, without payment by the lessee of any  penalty
or  charge  other than the actual costs of restoring  the  leased
property to its former condition or returning the leased property
to  the  lessor)  payable  by the Company  and  its  Consolidated
Subsidiaries  for  the next four fiscal quarters  exceeds  5%  of
Consolidated Adjusted Net Worth.


                               48



      12.11  Short-Term Investments, Loans, Etc.  Make any loan or
advance to, or purchase a futures contract or otherwise become
liable for the purchase or sale of currency or other commodities
at a future date in the nature of a futures contract, or make any
other investment, whether by way of capital contribution or
otherwise, in or with any Person other than a Subsidiary (all of
which are sometimes hereinafter referred to as "Investments") or
permit any Subsidiary so to do other than with respect to the
Company except:

          (a)  Investment grade Short-Term Investments (or the indirect
     equivalent  thereof).  For purposes of this  Section  12.11,
     "investment grade" shall mean Investments rated at least A2 or
     BBB- by S&P, or at least P2 or Baa3 by Moody's; and "Short-Term
     Investment" shall mean any Investment which under  Generally
     Accepted Accounting Principles would be classified as a "short-
     term" Investment.

          (b)  Purchases of futures contracts for the purpose of protection
     from commodity price, interest rate or currency conversion rate
     fluctuations  posed by contract obligations of the  Company;
     provided that the tenor and amount of any such futures contract
     shall be consistent with the obligations of the Company under any
     such contract obligations;

          (c)  Investments in addition to those set forth in clause (a) and
     (b)  above, in an aggregate amount not to exceed 7.5% of the
     Company's  Consolidated Adjusted Net Worth at any  one  time
     outstanding; provided that with respect to any futures contract
     (other than a futures contract described in clause (b) above)
     purchased for the protection from commodity price fluctuations
     with  respect to commodities either ordinarily used  in  the
     Company's business operations or the price of which generally
     approximates the price of commodities ordinarily used in the
     Company's business operations only the amount, if any, by which
     (x)  the aggregate obligations of the Company under all such
     futures contacts outstanding at any one time exceeds (y) the
     aggregate fair market value of all such outstanding contracts (as
     determined by the closing price of each such contract on the
     appropriate commodities exchange or exchanges) shall be included
     for purposes of this Section 12.11(c); and

           (d)  Non-investment grade Short-Term Investments (or the indirect
     equivalent thereof), the fair market value of which, on an
     aggregate basis, does not exceed $5,000,000 at any time.

     12.12     Transactions with Affiliates.  Enter into any material
transaction  with  any Affiliate on any terms more  favorable  to
such  Affiliate  than those that would be obtained  in  an  arm's
length transaction.

     12.13     Nature of Business.  Engage, or permit any of  its
Consolidated Subsidiaries to engage, in any business  that  would
substantially change the general nature of the business conducted
by  the  Company and its Consolidated Subsidiaries,  taken  on  a
consolidated basis, on the Effective Date; provided that, without
limiting the generality of the foregoing, nothing in this Section
12.13  shall  prevent  the  Company or any  of  its  Consolidated
Subsidiaries from engaging in any business which involves  or  is
incidental to the production, purchase, processing or sale of any
agricultural product.


                              49



13.  DEFAULT

     13.1 Events of Default.  The following shall each constitute an
"Event of Default" hereunder:

          (a)  Default in the payment when due of any amount owing by the
     Company under the Credit Documents in respect of the principal of
     any of the Credit Extensions or default, and continuance thereof
     for three Business Days, in the payment when due of any amount
     owing by the Company (i) under the Credit Documents in respect of
     interest under the Credit Extensions; or (ii) in respect of any
     Facility Fee, other fee or other amount when due and payable
     under this Agreement; provided, that any such default in respect
     to principal owing to any Bank which has failed or refused to
     fund a Credit Extension at the times prescribed herein, which
     default is a direct consequence of such failure or refusal by
     such  Bank, shall not constitute an Event of Default if  the
     Company has satisfied all applicable conditions of Sections 9 and
     10 and such Bank is obligated to fund such Credit Extension under
     the  terms of this Agreement (it being understood that  this
     proviso does not affect or limit in any way the validity  or
     enforceability of the obligation of the Company to pay  such
     defaulted amount, the remedies otherwise available to the holder
     of the defaulted Credit Document or the remedies available to the
     Company against such defaulting Bank, the purpose of this proviso
     being only to preclude termination of the Commitments and/or
     acceleration of the Company's obligations hereunder upon such
     default in payment); or

          (b)  Default shall be made in the due observance or performance
     of any covenant or agreement contained in Section 11.6(g), or
     Sections 12.3, 12.4, 12.6, 12.7, 12.8(b), 12.9, 12.12 or 12.13
     (other than a Default which would not have occurred or would not
     be  continuing if the calculations pursuant to the aforesaid
     Sections were made without giving effect to changes in Generally
     Accepted Accounting Principles which become effective after the
     Effective Date); or

          (c)  Default shall be made in the due observance or performance
     by the Company of any other term, covenant, or agreement on its
     part to be performed or observed under this Agreement (and not
     constituting an Event of Default under any other clause of this
     Section 13.1) and such Default shall have continued unremedied
     for a period of 30 days after the Administrative Agent (upon
     instruction of the Majority Banks) notifies the Company in
     writing of such Default; or

          (d)  Any representation or warranty made by the Company herein,
     or in any certificate, report, opinion, or notice delivered or to
     be delivered pursuant hereto shall prove to have been incorrect
     or misleading (whether because of misstatement or omission) in
     any material respect when made or deemed made; or

          (e)  The Company or any Consolidated Subsidiary shall default
     (subject to applicable notice or grace periods) in the payment
     when due of any principal of or interest on any indebtedness for
     borrowed money whether such indebtedness now exists or shall
     hereafter be created, or any event of default (with respect to
     the Company or any Consolidated Subsidiary) as defined in any
     mortgage, indenture or instrument under which there  may  be


                                  50


     issued,  or by which there may be secured or evidenced,  any
     indebtedness for borrowed money of, or guaranteed by, the Company
     or any Consolidated Subsidiary shall occur and shall permit such
     indebtedness to be accelerated (other than in respect of any
     indebtedness (i) which is payable solely out of the property or
     assets of a partnership, joint venture or similar entity of which
     the Company or any Consolidated Subsidiary is a participant, or
     is secured by a mortgage on the property or assets owned or held
     by such entity, without further recourse to or liability of the
     Company or any Consolidated Subsidiary, or (ii) if the principal
     of and interest on such indebtedness, when added to the principal
     of and interest on all other such indebtedness then in default
     (exclusive of indebtedness under clause (i) above), does not
     exceed $5,000,000); or

           (f)  The Company or any Material Subsidiary shall:  (i) suspend
     or discontinue its business, or (ii) make an assignment for the
     benefit of creditors, or (iii) generally fail to pay, or admit in
     writing its inability to pay, its debts as they become due, or
     (iv) file a voluntary petition in bankruptcy, or (v) file any
     petition or answer seeking for itself any reorganization,
     arrangement, composition, readjustment of debt, liquidation or
     dissolution or similar relief in any proceeding under any present
     or future statute, law or regulation of any jurisdiction (except
     the voluntary dissolution not under any bankruptcy or insolvency
     law, of a Material Subsidiary), or (vi) petition or apply to any
     tribunal for any receiver, custodian or any trustee for any
     substantial part of its Property, or (vii) have commenced against
     it any such proceeding which remains undismissed for a period of
     60 days, or (viii) file any answer admitting or not contesting
     the material allegations of any such petition filed against it,
     or of any order, judgment or decree approving such petition in
     any such proceeding, or (ix) seek, approve, consent to, or
     acquiesce in any such proceeding, or in the appointment of any
     trustee, receiver, custodian, liquidator, or fiscal agent for it,
     or any substantial part of its Property, or an order is entered
     appointing any such trustee, receiver, custodian, liquidator or
     fiscal agent and such order remains in effect for 60 days, or (x)
     take any formal action for the purpose of effecting any of the
     foregoing or looking to the liquidation or dissolution of the
     Company; or

          (g)  An order for relief is entered under the United States
     bankruptcy laws or any other decree or order is entered by a
     court having jurisdiction in the premises (i) adjudging  the
     Company or any Material Subsidiary a bankrupt or insolvent, or
     (ii)   approving  as  properly  filed  a  petition   seeking
     reorganization, arrangement, adjustment or composition of or in
     respect of the Company or any Material Subsidiary under  the
     United States bankruptcy laws or any other applicable federal or
     state law, or (iii) appointing a receiver, liquidator, assignee,
     trustee, custodian, sequestrator (or other similar official) of
     the Company or any Material Subsidiary or of any substantial part
     of the Property of any thereof, or (iv) ordering the winding up
     or liquidation of the affairs of the Company or any Material
     Subsidiary and any such decree or order continues unstayed and in
     effect for a period of 60 days; or

          (h)  Judgments or decrees against the Company or any Subsidiary
     in  an aggregate amount in excess of $5,000,000 shall remain
     unpaid, unstayed on appeal, undischarged, unbonded or undismissed
     for a period of 30 days; or



                                   51


         (i)  A Reportable Event shall occur or the commencement of
     proceedings to terminate a Plan has resulted or could reasonably
     be expected to result in liability of the Company under Title IV
     of ERISA to the Plan or PBGC in an aggregate amount which is
     material to the consolidated financial condition of the Company
     and its Consolidated Subsidiaries; or

          (j)  With respect to any multiemployer Plan as to which the
     Company or any Related Person may have any liability, there shall
     occur a complete or partial withdrawal resulting in a liability
     of the Company that is material to the consolidated financial
     condition of the Company and its Consolidated Subsidiaries and
     either (y) such liability or any portion thereof is not paid
     within  thirty days after it becomes due and payable or  (z)
     payment of such liability according to its terms is likely to
     result in a material adverse effect on the business or operations
     of the Company and its Consolidated Subsidiaries; or

          (k)  There shall occur a Change of Control.

          Upon the occurrence of an Event of Default described in
Sections  13.1(f) or 13.1(g), the Commitments and  the  Bid  Loan
Facility shall automatically terminate and the obligations of the
Company  under  this  Agreement and all of the  Credit  Documents
shall  become  immediately  and  automatically  due  and  payable
without  declaration  or  notice  to  the  Company.   During  the
existence  of  any  other  Event of Default,  the  Administrative
Agent,  at the direction of the Majority Banks, shall notify  the
Company that the Commitments have been terminated and/or that the
obligations of the Company under this Agreement and  all  of  the
Credit  Documents have been declared immediately due and  payable
in which event the Commitments and the Bid Loan Facility shall be
terminated  and/or  the  obligations of the  Company  under  this
Agreement  and  all of the Credit Documents shall be  immediately
due  and  payable.   Except for the notice provided  for  in  the
preceding  sentence,  the  Company hereby  expressly  waives  any
presentment,  demand, protest, notice of protest or other  notice
of  any  kind.  The Company hereby further expressly  waives  and
covenants  not  to  assert  any  appraisement,  valuation,  stay,
extension,  redemption  or  similar laws,  now  or  at  any  time
hereafter in force which might delay, prevent or otherwise impede
the  performance or enforcement of this Agreement or  the  Credit
Documents.   Whenever the maturity of the Credit Documents  shall
have  accelerated or been declared accelerated  pursuant  to  the
provisions  of  this  Section 13.1,  the  Company  will  promptly
deposit  with  the  Administrative Agent  funds  as  required  by
Section 7.7.

          If the Commitments and the Bid Loan Facility shall have
been  terminated  or  the obligations of the Company  under  this
Agreement  and  all  of  the  Credit Documents  shall  have  been
declared  due  and  payable pursuant to the  provisions  of  this
Section 13.1, the Banks agree, by and among themselves, that  any
funds  received after such termination from or on behalf  of  the
Company  in  respect of this Agreement or any Credit Document  by
the  Administrative  Agent  or any of  the  Banks  (except  funds
received  by any Bank as a result of a purchase pursuant  to  the
provisions of Section 16) shall be remitted to the Administrative
Agent  if  received by any Bank and applied by the Administrative
Agent in the following manner and order:

               (i)  first, to reimburse the Administrative Agent
          and the Banks for any expenses due from the Company pursuant
          to the provisions of Section 19;



                                52


               (ii) second, to the payment (pro rata according to the
          Revolving Commitments) of the Facility Fee accrued pursuant
          to the provisions of Section 7.12;

               (iii)     third, to the payment of, without duplication,
          the funds obligation as required by Section 7.7 and all
          outstanding Acceptance Obligations;

               (iv) fourth, to the payment to each Bank of accrued
          and unpaid interest on the outstanding Loans, ratably in
          the proportion which the aggregate accrued and unpaid interest
          on the outstanding Loans payable to such Bank bears to the then
          aggregate accrued and unpaid interest on all outstanding Loans
          payable to any and all of the Banks;

               (v)  fifth, to the payment to each Bank of the outstanding
          unpaid principal balance of the Loans ratably as provided in
          clause (b) of the definition of Excess Payment, in such order
          as the Administrative Agent in its sole discretion may determine;
          and

               (vi) sixth, to the payment to each Bank and the Administrative
          Agent of any other amount owing under this Agreement or any of
          the Credit Documents.

          If  the obligations of the Company under this Agreement
or  any of the Credit Documents shall have been declared due  and
payable  pursuant  to the provisions of this  Section  13.1,  the
Administrative  Agent  may, and, upon (a) the  direction  of  the
Majority Banks and (b) the providing by all of the Banks  to  the
Administrative  Agent  of  an indemnity  in  form  and  substance
satisfactory to the Administrative Agent against all expenses and
liabilities, shall proceed to enforce the rights of  the  holders
of the Credit Documents and the Acceptance Obligations by suit in
equity,  action  at  law  and/or other  appropriate  proceedings,
whether  for payment or the specific performance of any  covenant
or agreement contained in this Agreement or the Credit Documents.
The  Administrative  Agent  shall  be  justified  in  failing  or
refusing  to  take  any  action  hereunder  unless  it  shall  be
indemnified to its satisfaction by the Banks in their  respective
Pro  Rata  Share against any and all liability and expense  which
may  be incurred by it by reason of taking or continuing to  take
any  such  action.   In the event that the Administrative  Agent,
having  been  so  indemnified, or not being  indemnified  to  its
satisfaction, shall fail or refuse so to proceed, any Bank  shall
be  entitled to take such action as it shall deem appropriate  to
enforce  its rights hereunder and under the Credit Documents  and
Acceptance Participations held by it.

     13.2  Waiver  of Defaults.  Except as otherwise specifically
provided by the provisions hereof, the Administrative Agent shall
(only if authorized by the Majority Banks, or in the event  of  a
default in the payment of principal or interest if authorized  by
all of the Banks), by written notice to the Company on behalf  of
the  Banks, at any time and from time to time, waive in whole  or
in  part,  and absolutely or conditionally, any Event of  Default
which   shall  have  occurred  hereunder  or  under  the   Credit
Documents.  Any such waiver shall be for such period and  subject
to  such conditions or limitations as shall be specified  in  any
such  notice.  In the case of any such waiver, the rights of  the
Company,  the  Banks  and  the Administrative  Agent  under  this
Agreement and the Credit Documents shall be otherwise unaffected,
and  any  Event of Default so waived shall be deemed to be  cured


                               53


and  not  continuing  to  the extent and  on  the  conditions  or
limitations  set forth in such waiver, but no such  waiver  shall
extend to any subsequent or other Event of Default, or impair any
right,  remedy  or power consequent thereupon.  The  Company  may
take  any  action prohibited, or omit to perform any act required
to be performed, under this Agreement and the Credit Documents if
it  shall  have obtained the written waiver with respect  thereto
signed   by   the   Administrative   Agent   and   containing   a
representation  therein that such waiver has been  authorized  in
accordance  with the provisions of this Section 13.2 and  Section
17.

14.  THE AGENTS

     The  Banks,  the  Administrative Agent and  the  Syndication
Agent agree by and among themselves that:

     14.1  Appointment.  U.S. Bank National Association is hereby
designated the Administrative Agent by each of the other Banks to
perform such duties on behalf of the other Banks and itself,  and
to  have  such  powers,  as  are set  forth  herein  and  as  are
reasonably incidental thereto.

     14.2 Delegation of Duties, Etc.  The Administrative Agent may
execute any of its duties and perform any of its powers hereunder
by  or  through  agents or employees, and shall  be  entitled  to
consult  with  legal counsel and any accountant selected  by  it.
Any action taken or omitted to be taken or suffered in good faith
by  either Agent in accordance with the opinion of its counsel or
accountant  shall  be full justification and  protection  to  it.
Under  no  circumstances whatsoever shall the  Syndication  Agent
have  any right, power, obligation, liability, responsibility  or
duty  hereunder other than those applicable to all Banks as such.
Each Bank acknowledges that it has not relied, and will not rely,
on the Syndication Agent in deciding to enter into this Agreement
or in taking or not taking action hereunder.

     14.3 Indemnification.  The Banks hereby indemnify and agree to
reimburse both Agents in their capacities as such, to the extent
not indemnified or reimbursed by the Company, according to their
Pro Rata Shares, for, from and against any and all claims,
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever (including, without limitation, reasonable
legal fees and the reasonable allocable cost of inside counsel)
which may be imposed on, incurred by, or asserted against either
Agent in any way relating to or arising out of this Agreement or
the Credit Documents or any action taken or omitted to be taken
or suffered in good faith by either Agent under or in connection
with this Agreement or any Credit Document; provided that no Bank
shall be liable for any portion of any of the foregoing items for
either Agent resulting from the gross negligence or willful
misconduct of such Agent.

     14.4 Exculpatory Provisions.  Neither Agent nor any of their
respective officers, directors, employees or agents shall be
liable for any action taken or omitted to be taken or suffered by
it or them hereunder or in connection herewith, except that each
Agent shall be liable for its own gross negligence or willful
misconduct.  Neither Agent shall be liable in any manner for the
effectiveness, enforceability, collectibility, genuineness,
validity or the due execution (other than its own due execution
and delivery) of this Agreement or any Credit Document or for the


                            54


due authorization, authenticity or accuracy of the
representations and warranties of any other Person herein and
therein or in any other certificate, report, notice, consent,
opinion, statement, or other document furnished or to be
furnished hereunder or thereunder, and either Agent shall be
entitled to rely upon any of the foregoing reasonably believed by
it to be genuine and correct and to have been signed and sent or
made by the proper Person.  Neither Agent shall be under any duty
or responsibility to any Bank to ascertain or to inquire into the
validity, genuineness, enforceability or due execution (other
than its own due execution and delivery) of this Agreement or any
Credit Document or the performance or observance by the Company
or any Subsidiary of any of the provisions hereof or thereof.
Each Bank expressly acknowledges that neither Agent, nor the
Arranger, has made any representations or warranties to it and
that no act taken by either Agent shall be deemed to constitute
any representation or warranty by either Agent to any Bank.  The
Administrative Agent shall be fully protected in acting or
refraining from acting upon the instructions of the Majority
Banks (or all the Banks, if all Banks are specifically required
to consent thereto pursuant to Section 17).  Neither Agent shall
be required to take any action that exposes it to personal
liability or is contrary to this Agreement, any Credit Document,
or applicable law.  Each Bank acknowledges that it has taken and
will continue to take such action and to make such investigation
as it deems necessary to inform itself of the affairs of the
Company and each Subsidiary, and each Bank acknowledges that it
has made and will continue to make its own independent
investigation of the creditworthiness and the business and
operations of the Company and each Subsidiary, and that, in
entering into this Agreement, and in making its Credit
Extensions, it has not relied and will not rely upon any
information or representations furnished or given by either
Agent, the Arranger or any Bank.

     14.5 Agents in Their Individual Capacity.  With respect to all
Credit  Extensions made by them and any renewals,  extensions  or
deferrals  of the payment thereof and any Credit Document  issued
to  or  held  by  it, each Agent shall have the same  rights  and
powers hereunder as any Bank, and may exercise the same as though
it  were  not  an  Agent, and the term "Bank" or  "Banks"  shall,
unless the context otherwise requires, include each Agent in  its
individual capacity.

     14.6 Knowledge of Default.  The Administrative Agent shall be
entitled  to  assume that no Default or Event of Default  exists,
unless  the  officers  of  the Administrative  Agent  immediately
responsible  for  matters concerning this  Agreement  shall  have
actual  knowledge of such occurrence or shall have been  notified
in writing by a Bank or the Company that such Bank or the Company
considers  that  an  Event of Default exists and  specifying  the
nature thereof.

     14.7 Resignation and Removal of Administrative Agent.

          (a)  The Administrative Agent may, by written notice to
     the Banks and the Company, at any time resign its agency under
     this Agreement.  No such resignation shall become effective
     unless and until a successor Administrative Agent under this
     Agreement is appointed, such successor to be appointed by the
     Majority Banks with prior written consent of the Company;
     provided, that if no successor Administrative Agent shall have
     been so appointed by the Majority Banks with prior written consent
     of the Company, and shall have accepted such appointment, within
     30 days after the retiring Administrative Agent's giving of
     notice of resignation, then the retiring Administrative Agent
     may appoint any Bank a successor Administrative Agent which


                                   55


     successor Administrative Agent shall be deemed to be acceptable
     to the Majority Banks and the Company.  The Syndication Agent
     may, by written notice to the Banks and the Company, at any time
     resign as Syndication Agent under this Agreement and such
     resignation shall become effective immediately.

          (b)  The Majority Banks may, by 30 days' advance written notice
     to the Administrative Agent, the Banks and the Company, replace
     the Administrative Agent at any time.  No such replacement shall
     become effective unless and until a successor Administrative
     Agent under this Agreement is appointed, such successor to be
     appointed by the Majority Banks with prior written consent of the
     Company.

         (c)  Upon the acceptance of any appointment as Administrative
     Agent by a successor Administrative Agent pursuant to Section
     14.7(a) or Section 14.7(b), such successor Administrative Agent
     shall thereupon succeed to and become vested with all the rights,
     powers, privileges and duties of the retiring Administrative
     Agent, and the retiring Administrative Agent shall be discharged
     from its duties and obligations, under this Agreement.  After the
     retiring Administrative Agent's resignation or removal hereunder
     as Administrative Agent, or the retiring Syndication Agent's
     resignation hereunder as Syndication Agent, (i) each reference
     herein to a place for giving of notice or deliveries to the
     Administrative Agent shall be deemed to refer to the principal
     office of the successor Administrative Agent or such other office
     of the successor Administrative Agent as it may specify to each
     party hereto, and (ii) the provisions of this Section 14 shall
     inure to the benefit of the retiring Administrative Agent or the
     retiring Co- Agent as to any actions taken or omitted to be taken
     by such retiring Administrative Agent or the retiring Syndication
     Agent while it was Administrative Agent or Syndication Agent
     under this Agreement, as the case may be.

     14.8 Requests to the Administrative Agent.  Except as otherwise
expressly provided herein, whenever the Administrative  Agent  is
authorized and empowered hereunder on behalf of the Banks to give
any  approval or consent, or to make any request, or to take  any
other  action  on  behalf of the Banks, the Administrative  Agent
shall  be required to give such approval or consent, or  to  make
such  request or to take such other action only when so requested
in writing by the Majority Banks.

     14.9 Other Dealings.  Each Agent (as a Bank) and any Bank (and
its  affiliates), subject to the provisions of  Section  16  may,
without liability to account, accept deposits from, lend money to
and  generally  engage in any kind of banking or  other  business
with the Company or any other Person.

     14.10   Calculations.  The Administrative Agent shall not be
liable for any error in computing the amount payable to any Bank
whether in respect of the Credit Extensions, fees or any other
amounts due to the Banks under this Agreement, absent gross
negligence or willful misconduct.  In the event an error in
computing any amount payable to any Bank is made, the
Administrative Agent, the Company and each affected Bank shall,
forthwith upon discovery of such error, make such adjustments as
shall be required to correct such error.



                              56


     14.11   Availability of Funds.  Unless the Administrative Agent
shall have been notified by a Bank prior to any proposed Credit
Extension hereunder that such Bank does not intend to make
available to the Administrative Agent such Bank's Pro Rata Share
of any Committed Loan to be made on such date or any other sum
required to be made available to the Administrative Agent by such
Bank hereunder, the Administrative Agent may assume that such
Bank has made such proceeds available to the Administrative Agent
on such date and by the time specified herein, and the
Administrative Agent may in reliance upon such assumption (but
shall not be required to) make available to the Company a
corresponding amount.  If such corresponding amount is not in
fact made available to the Administrative Agent by such Bank, the
Administrative Agent shall be entitled to recover such amount on
demand from such Bank (or, if such Bank fails to pay such amount
forthwith upon such demand, from the Company) together with
interest thereon in respect of each day during the period
commencing on the date such amount was made available to the
Company and ending on (but excluding) the date the Administrative
Agent recovers such amount at a rate per annum equal to (i) the
Federal Funds Rate if such amount is paid within one Business Day
of the date it was to be made available to the Administrative
Agent, or (ii) if such amount is not so paid within one Business
Day, the applicable interest rate in respect of such Credit
Extension.  If any amount required to be made available by the
Administrative Agent to any Bank is not in fact made available to
such Bank by the Administrative Agent, such Bank shall be
entitled to recover such amount on demand from the Administrative
Agent, together with interest thereon in respect of each day
during the period commencing on the date such amount was made
available to the Administrative Agent and ending on (but
excluding) the date such Bank recovers such amount at a rate per
annum equal to the Federal Funds Rate.

15.  NOTICES

     15.1 Notices, Etc.  Except where telephonic instructions  or
notices  are authorized herein to be given, all notices, demands,
instructions and other communications required or permitted to be
given  to  or made upon any party hereto shall be in writing  and
(except  for  financial  statements and  other  documents  to  be
provided pursuant to Section 11.6 (with the exception of  notices
of  the  occurrence of an Event of Default or a Default which  is
continuing),  which  may  be  sent by first-class  mail,  postage
prepaid) shall be personally delivered or sent by certified mail,
postage prepaid, return receipt requested, or by telecopier,  and
shall be deemed to be given for purposes of this Agreement on the
day  that  such  writing is delivered or  sent  to  the  intended
recipient  thereof  in  accordance with the  provisions  of  this
Section  15.1.   Unless otherwise specified in a notice  sent  or
delivered  in  accordance with the foregoing provisions  of  this
Section   15.1,   notices,   demands,  instructions   and   other
communications  in writing shall be given to  or  made  upon  the
respective  parties hereto at their respective addresses  (or  to
their  respective  telecopier numbers) indicated  on  Schedule  1
hereto, and in the case of telephonic instructions or notices, by
calling the telephone number or numbers indicated for such  party
on such Schedule.

     15.2 Notices by Administrative Agent or a Bank.  In the event
that  the  Administrative Agent or any Bank takes any  action  or
gives  any  consent  or notice provided for  by  this  Agreement,
notice of such action, consent or notice shall be given forthwith


                             57


to  all  the Banks by the Administrative Agent or the Bank taking
such action or giving such consent or notice, provided, that  the
failure  to  give any such notice shall not invalidate  any  such
action, consent or notice in respect of the Company.

     15.3 Telephonic Notices, Authority to Act.  The Company
acknowledges and agrees that the agreement of the Administrative
Agent herein to receive certain notices by telephone is solely
for the convenience of the Company.  The Administrative Agent
shall be entitled to rely on the authority of the person
purporting to be the person authorized by the Company to give
such notice, and the Administrative Agent shall have no liability
to the Company on account of any action taken by the
Administrative Agent in reliance upon such telephonic notice.
The obligations of the Company to repay the Credit Extensions
shall not be affected in any way or to any extent by any failure
by the Administrative Agent to receive written confirmation of
any telephonic notice or the receipt by the Administrative Agent
of a confirmation which is at variance with the terms understood
by the Administrative Agent to be contained in the telephonic
notice.

16.  EXCESS PAYMENTS

          If  any  Bank or other holder of an obligation  of  the
Company  hereunder shall at any time receive any Excess  Payment,
then  such  Bank or other holder of an obligation of the  Company
hereunder  shall purchase, without recourse, for cash, from  each
of  the  other  Banks or other holders of an  obligation  of  the
Company  hereunder, such participation in the Notes, Acceptances,
Acceptance   Obligations  and  other  indebtedness   under   this
Agreement, as the case may be, held by such other Banks or  other
holders  of  an obligation of the Company hereunder as  shall  be
necessary to cause such Excess Payment to be shared ratably  such
that  no  Bank  or other holder of an obligation of  the  Company
hereunder shall retain any Excess Payment.  In the event that  at
any  time  any  Bank  or other holders of an  obligation  of  the
Company hereunder shall be required to refund any Excess Payment,
then,  upon  notice  from  such  Bank,  or  other  holder  of  an
obligation of the Company hereunder, each of the other  Banks  or
other  holders  of an obligation of the Company  hereunder  shall
purchase,  without recourse, its portion for cash, to the  extent
of  its  ratable share thereof, of the Credit Extensions held  by
the  Bank  or  other  holder  of an  obligation  of  the  Company
hereunder required to make such refund.

17.  AMENDMENTS AND WAIVERS

          With  the  written consent of the Majority  Banks,  the
Administrative  Agent  and  the  Company  may,  subject  to   the
provisions  of  this  Section 17, from time to  time  enter  into
agreements  amendatory or supplemental hereto for the purpose  of
changing   any  provisions  of  this  Agreement  or  the   Credit
Documents, or changing in any manner the rights of the Banks, the
Agents  or  the  Company  hereunder and  thereunder,  or  waiving
compliance  with  any  provision  hereof  or  thereof.   No  such
amendatory or supplemental agreement or waiver shall, directly or
indirectly,  without  the written consent of  all  of  the  Banks
directly  affected  thereby, (a) change the  Aggregate  Revolving
Commitment  or  the Commitment of any Bank (except  for  pro-rata
decreases in the Commitments provided for herein), (b) change the
maturity of any Credit Extension, any Acceptance Obligation, this


                            58


Agreement  or any Credit Document or extend the Revolving  Credit
Termination Date, the Acceptance Availability Termination Date or
the  Maturity Date, or reduce the rate of interest on, change the
time or manner of payment of, or the principal amount of, or  any
accrued   interest  on,  any  Credit  Extension,  any  Acceptance
Obligation, this Agreement or any Credit Document, (c) change the
amount of any fee or the time of payment thereof, (d) change  the
definitions of "Majority Banks," or "Pro Rata Share"  (e)  modify
the  provisions of Sections 9 or 10, or (f) modify the provisions
of   this  Section  17.   Any  such  amendatory  or  supplemental
agreement or waiver shall apply equally to each of the  Banks  or
other holders of an obligation of the Company hereunder and shall
be  binding on the Company and all of the Banks and other holders
of  an obligation of the Company hereunder and the Administrative
Agent and Syndication Agent.  No provision hereof relating to the
Administrative Agent or the Syndication Agent shall  be  amended,
modified,  or  waived without the written consent  of  the  Agent
affected thereby. The Company shall be entitled to rely upon  the
provisions  of any such amendatory or supplemental  agreement  or
waiver if it shall have obtained any of the same in writing  from
the  Administrative Agent who therein shall have represented that
such  agreement or waiver has been authorized in accordance  with
the provisions of this Section 17.

18.  OTHER PROVISIONS

     18.1 Successors and Assigns.

          (a)  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 the Company
     may  not  assign or otherwise transfer any of its rights  or
     obligations hereunder without the prior written consent of each
     Bank (and any attempted assignment or transfer by the Company
     without such consent shall be null and void).  Nothing in this
     Agreement, expressed or implied, shall be construed upon any
     Person  (other  than  the parties hereto,  their  respective
     successors  and assigns permitted hereby and, to the  extent
     expressly contemplated hereby, the Indemnitees) any legal or
     equitable right, remedy or claim under or by reason of  this
     Agreement.

          (b)  Any Bank may assign to one or more Eligible Assignees all or
     a portion of its rights and obligations under this Agreement
     (including all or a portion of its Commitment and the Loans at
     the time owing to it); provided that (i) except in the case of an
     assignment of the entire remaining amount of the assigning Bank's
     Commitment and the Loans at the time owing to it or in the case
     of  an assignment to a Bank or an Affiliate of a Bank or  an
     Approved Fund with respect to a Bank, the aggregate amount of the
     Commitment (which for this purpose include Loans outstanding
     thereunder) subject to each such assignment, determined as of the
     date  the  Assignment and Acceptance with  respect  to  such
     assignment is delivered to the Administrative Agent, 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 or delayed), (ii) each partial assignment
     shall be made as an assignment of a proportionate part of all the
     assigning Bank'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 rights in respect of outstanding
     Bid Loans, and (iii) the parties to each assignment shall execute
     and  deliver  to the Administrative Agent an Assignment  and
     Acceptance, together with a processing and recordation fee of
     $3,500.  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


                                 59


     and Acceptance, the Eligible Assignee thereunder shall be a party
     hereto  and, to the extent of the interest assigned by  such
     Assignment and Acceptance, have the rights and obligations of a
     Bank under this Agreement, and the assigning Bank thereunder
     shall, to the extent of the interest assigned by such Assignment
     and  Acceptance, be released from its obligations under this
     Agreement  (and, in the case of an Assignment and Acceptance
     covering all of the assigning Bank's rights and obligations under
     this Agreement, such Bank shall cease to be a party hereto but
     shall continue to be entitled to the benefits of Article 19.
     Upon  request, the Company shall execute and deliver new  or
     replacement Notes to the assigning Bank and the assignee Bank.
     Any assignment or transfer by a Bank 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
     Bank  of  a participation in such rights and obligations  in
     accordance with subsection (d) of this Section.

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

          (d)  Any Bank may, without the consent of, or notice to, the
     Company or the Administrative Agent, sell participations to one
     or more banks or other entities (a "Participant") in all or a
     portion of such Bank's rights and/or obligations under  this
     Agreement (including all or a portion of its Commitment and/or
     the Loans owing to it); provided that (i) such Bank's obligations
     under this Agreement shall remain unchanged, (ii) such Bank shall
     remain solely responsible to the other parties hereto for the
     performance of such obligations and (iii) the Company, the Agents
     and the other Banks shall continue to deal solely and directly
     with  such  Bank in connection with such Bank's  rights  and
     obligations under this Agreement.  Any agreement or instrument
     pursuant to which a Bank sells such a participation shall provide
     that  such Bank 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 Bank will not, without  the
     consent of the Participant, agree to any amendment, waiver or
     other modification that would (i) postpone any date upon which
     any payment of money is scheduled to be paid to such Participant,
     (ii) extend the Maturity Date with respect to such Participant or
     (iii)  reduce the principal, interest, fees or other amounts
     payable to such Participant.  Subject to subsection (e) of this
     Section,  the Company agrees that each Participant shall  be
     entitled to the benefits of Sections 7.1(b), 7.3, 7.8, 7.9 and
     7.11 to the same extent as if it were a Bank and had acquired its
     interest  by assignment pursuant to subsection (b)  of  this
     Section.



                                    60


          (e)  A Participant shall not be entitled to receive any greater
     payment under Section 7.1(b), 7.3, 7.8, 7.9 and 7.11 than the
     applicable Bank 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.

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

          (g)  If the consent of the Company to an assignment or to an
     Eligible Assignee is required hereunder (including a consent to
     an  assignment  which does not meet the  minimum  assignment
     threshold specified in clause (i) of the proviso to the first
     sentence of Section 18.1(b), the Company shall be deemed to have
     given  its consent five Business Days after the date  notice
     thereof has been delivered by the assigning Bank (through the
     Administrative Agent) unless such consent is expressly refused by
     the Company prior to such fifth Business Day.

          (h)  As used herein, the following terms have the following
     meanings:

               "Eligible  Assignee" means  (a)  a  Bank;  (b)  an
          Affiliate of a Bank; (c) an Approved Fund; and (d)  any
          other Person (other than a natural Person) approved  by
          the Administrative Agent and, unless (x) such Person is
          taking  delivery  of an assignment in  connection  with
          physical settlement of a credit derivatives transaction
          or  (y)  an  Event  of  Default  has  occurred  and  is
          continuing, the Company (each such approval not  to  be
          unreasonably withheld or delayed).

               "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.

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

     18.2 No Waiver of Rights by the Banks.  No failure on the part of
the Administrative Agent or of any Bank to exercise, and no delay
in  exercising, any right or remedy hereunder or under the Credit
Documents  shall operate as a waiver thereof, except as  provided
in  Section 17, nor shall any single or partial exercise  by  the
Administrative  Agent or any Bank of any right, remedy  or  power
hereunder  or  thereunder preclude any other or  future  exercise
thereof,  or  the exercise of any other right, remedy  or  power.
The rights, remedies and powers provided herein and in the Credit
Documents  are cumulative and not exclusive of any other  rights,
remedies or powers which the Administrative Agent or the Banks or
any holder of a Credit Document would otherwise have.  Notice  to
or  demand on the Company in any circumstance in which the  terms
of  this Agreement or the Credit Documents do not require  notice
or  demand to be given shall not entitle the Company to any other


                              61


or  further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the Administrative Agent  or
any  Bank or the holder of any Credit Document to take any  other
or further action in any circumstances without notice or demand.

     18.3 Headings; Plurals.  Section headings have been inserted
herein  for convenience only and shall not be construed to  be  a
part hereof.  Unless the context otherwise requires, words in the
singular  number  include the plural, and  words  in  the  plural
include the singular.

     18.4 Counterparts.  This Agreement may be executed in any number
of  counterparts, each of which shall be an original and  all  of
which  shall constitute one agreement.  It shall not be necessary
in  making proof of this Agreement or of any document required to
be  executed and delivered in connection herewith or therewith to
produce or account for more than one counterpart if signed by the
party against whom the Agreement is being enforced.

     18.5 Severability.  Every provision of this Agreement and the
Credit Documents is intended to be severable, and if any term or
provision hereof or thereof shall be invalid, illegal or
unenforceable for any reason, the validity, legality and
enforceability of the remaining provisions hereof or thereof
shall not be affected or impaired thereby, and any invalidity,
illegality or unenforceability in any jurisdiction shall not
affect the validity, legality or enforceability of any such term
or provision in any other jurisdiction.

     18.6 Integration.  All exhibits to this Agreement shall be deemed
to be a part of this Agreement.  This Agreement, the exhibits
hereto, the Credit Documents, the Fee Letters and the documents
and instruments furnished in connection herewith and therewith
from time to time embody the entire agreement and understanding
between the Company, the Administrative Agent, the Syndication
Agent and the Banks with respect to the subject matter hereof and
thereof and supersede all prior agreements and understandings
between the Company and the Administrative Agent, Syndication
Agent and the Banks with respect to the subject matter hereof and
thereof.

     18.7 Successors and Assigns; Survival of Representations and
Warranties.  This Agreement shall be binding upon and inure to
the benefit of the Banks, the Administrative Agent, Syndication
Agent and the Company and their respective successors and
assigns, provided, however, that the Company may not assign or
otherwise dispose of any of its rights or obligations hereunder
except as provided in Section 12.9.  The Administrative Agent may
assign its agency to another institution wholly owned by or under
common ownership with the Administrative Agent upon notice to all
parties hereto.  All covenants, agreements, warranties and
representations made herein and in all certificates or other
documents delivered in connection with this Agreement by or on
behalf of the Company shall survive the execution and delivery
hereof and thereof, and all such covenants, agreements,
representations and warranties shall inure to the benefit of the
respective successors and assigns of the Banks, Syndication Agent
and the Administrative Agent whether or not so expressed.

18.8 APPLICABLE LAW; WAIVER OF TRIAL BY JURY.  THIS AGREE-MENT
AND THE CREDIT DOCUMENTS SHALL BE CONSTRUED AND ENFORCEABLE IN
ACCORDANCE WITH, AND BE GOVERNED BY, THE INTERNAL LAWS OF THE


                               62


STATE OF ILLINOIS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
LAWS.  THE COMPANY, EACH BANK AND THE ADMINISTRATIVE AGENT EACH
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTER-CLAIM (WHETHER BASED ON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS
AGREEMENT, THE CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.

     18.9 Interest.  At no time shall the interest rate payable on, or
Discount Charge or Acceptance Commission with respect to, the
Credit Documents, together with the Facility Fee to the extent
the same is construed to constitute interest, exceed the maximum
rate of interest permitted by law.

     18.10  Confidentiality.  Each Bank shall maintain in
confidence and not publish, disseminate or disclose in any manner
or to any Person and shall not use (x) any material nonpublic
information relating to the Company and its Subsidiaries or (y)
any technical, nonfinancial information, data or know-how which
is identified as confidential by the Company, in either case
which may be furnished pursuant to this Agreement, including any
such information which may be furnished pursuant to Section 11.7
(hereinafter collectively called "Confidential Information"),
subject to each Bank's (a) obligation to disclose any such
Confidential Information pursuant to a request or order under
applicable laws and regulations or pursuant to a subpoena or
other legal process, (b) right to disclose any such nontechnical
or financial Confidential Information to bank examiners or any
bank regulatory agency having jurisdiction over such Bank, its
affiliates, auditors, counsel, other professional advisors and
other Banks, (c) right to use any such Confidential Information
in connection with the transactions set forth herein including,
but not limited to, assignments or the sale of participations as
provided in Section 18.1; provided, that any participant or
assignee or prospective participant or assignee to whom
Confidential Information shall be disclosed shall have agreed to
be bound by the provisions of this Section 18.10 and (d) right to
disclose any such Confidential Information in connection with the
transactions set forth herein or in connection with any
litigation or dispute involving the Banks and the Company or any
of its Subsidiaries or any transfer or other disposition by such
Bank of any of its Loans or other extensions of credit to the
Company or any of its Subsidiaries; provided, however, that
Confidential Information disclosed pursuant to clause (b) or (d)
of this sentence shall be so disclosed subject to such procedures
as are reasonably calculated to maintain the confidentiality
thereof; and provided, further, that Confidential Information
disclosed pursuant to applicable laws, regulations, subpoenas or
other legal process shall be so disclosed subject to such
confidentiality provisions, if any, as may be provided under
applicable law.  The Banks agree, to the extent permitted by
applicable law, to use their best efforts promptly to notify the
Company in writing of each order, subpoena or other legal process
providing for the disclosure and/or production of Confidential
Information and shall, to the extent permitted by applicable law,
use their best efforts promptly to supply the Company with a copy
of such order, subpoena or other legal process in order that the
Company may intervene in the relevant administrative or legal
proceeding or take other appropriate legal action to protect the
confidentiality of such Confidential Information.
Notwithstanding the foregoing provisions of this Section 18.10,
(i) the foregoing obligation of confidentiality shall not apply
to any such Confidential Information that was known to such Bank
or any of its affiliates, as evidenced by written records, prior
to the time it received such Confidential Information from the
Company or its Subsidiaries pursuant to this Agreement, other
than as a result of the disclosure thereof by a Person who, to


                           63


the knowledge or reasonable belief of such Bank, was prohibited
from disclosing it by any duty of confidentiality arising (under
this Agreement or otherwise) by contract or law; and (ii) the
foregoing obligation of confidentiality shall not apply to any
such Confidential Information that becomes part of the public
domain independently of any act of such Bank not permitted
hereunder (through publication, the issuance of a patent
disclosing such information or otherwise) or when identical or
substantially similar information is received by such Bank
without restriction as to its disclosure or use, from a Person
who, to the knowledge or reasonable belief of such Bank, was not
prohibited from disclosing it by any duty of confidentiality
arising (under this Agreement or otherwise) by contract or law.

     18.11     Banks' Representations.  Except as contemplated by
Section  18.1,  each Bank represents to the Administrative  Agent
and   the   Company  that,  in  acquiring  its  Credit  Documents
hereunder,  it  is  acquiring same for its own  account  for  the
purpose of investment and not with a view to selling the same  in
connection with any distribution thereof (as such term is used in
the  Securities  Act  of  1933, as amended),  provided  that  the
disposition of each Bank's own property shall at all times be and
remain within its control.

     18.12     Change in Accounting Principles.  If any changes in
accounting principles from those used in the preparation  of  the
Financial   Statements  referred  to  in  Section  8.8  hereafter
occasioned   by   the   promulgation   of   rules,   regulations,
pronouncements  and  opinions by or  required  by  the  Financial
Accounting Standards Board or the American Institute of Certified
Public  Accountants  (or  successors  thereto  or  agencies  with
similar   functions)  result  in  a  change  in  the  method   of
calculation of financial covenants, standards or terms  found  in
Sections  1,  11 and 12, the parties hereto agree to  enter  into
negotiations in order to amend such provisions so as to equitably
reflect  such  changes with the desired result that the  criteria
for  evaluating  the financial condition of the Company  and  its
Subsidiaries  shall be the same as if such changes had  not  been
made.

     18.13  Reference Banks.  Each Reference Bank agrees to use its
best efforts to furnish quotations to the Administrative Agent as
contemplated hereby by 10:00 a.m.  (Minneapolis time), on the day
such quotations are required to be furnished hereunder.  If any
Reference Bank assigns or otherwise transfers its Credit
Documents to an unaffiliated institution, the Administrative
Agent shall, in consultation with the Company, and with the
consent of the Majority Banks, appoint another Bank to act as a
Reference Bank hereunder; provided, that at all times at least
one Reference Bank shall be a Bank organized and existing under
the laws of the United States or any state.

     18.14     Transfer of Credit Documents.  In the event that the
holder of any Credit Document (including any Bank) shall transfer
such   Credit  Document  pursuant  to  Section  18.1,  it   shall
immediately  advise the Administrative Agent and the  Company  of
such  transfer; provided, however, that the Company shall not  be
liable  for any material increase in the amount which would  have
been  payable by the Company under this Agreement and the  Credit
Documents in the absence of such transfer; and provided, further,
that  the  Administrative Agent and the Company shall be entitled
conclusively  to  assume that no transfer of any Credit  Document
has  been  made  by any holder (including any Bank),  unless  and
until  the  Administrative  Agent  and  the  Company  shall  have
received  written  notice  to  the  contrary.   Subject  to   the
provisions  of  Section 18.1, no Bank shall,  by  reason  of  the
transfer of any Credit Document or otherwise, be relieved of  any


                              64


of  its  obligations hereunder.  Each transferee  of  any  Credit
Document  shall  take  such  Credit  Document  subject   to   the
provisions of this Agreement and to any request made,  waiver  or
consent  given  or  other action taken hereunder,  prior  to  the
receipt  by  the Administrative Agent and the Company of  written
notice  of such transfer, by each previous holder of such  Credit
Document;  and,  except as expressly otherwise provided  in  such
notice,  the  Administrative  Agent  and  the  Company  shall  be
entitled conclusively to assume that the transferee named in such
notice  shall  thereafter be vested with all  rights  and  powers
under this Agreement of the Bank named as the payee of the Credit
Document which is the subject of such transfer.

     18.15     CONSENT TO JURISDICTION.  ALL ACTIONS OR PROCEEDINGS
WITH RESPECT TO THIS AGREEMENT MAY BE INSTITUTED IN ANY STATE  OR
FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF ILLINOIS,
AND  BY  EXECUTION  AND DELIVERY OF THIS AGREEMENT,  THE  COMPANY
IRREVOCABLY  AND  UNCONDITIONALLY  SUBMITS  TO  THE  NONEXCLUSIVE
JURISDICTION   OF   EACH   SUCH  COURT,   AND   IRREVOCABLY   AND
UNCONDITIONALLY WAIVES (A) ANY OBJECTION THE COMPANY MAY  NOW  OR
HEREAFTER HAVE TO THE LAYING OF VENUE IN ANY OF SUCH COURTS,  AND
(B)  ANY  CLAIM THAT ANY ACTION OR PROCEEDING BROUGHT IN  ANY  OF
SUCH  COURTS  HAS  BEEN  BROUGHT IN AN INCONVENIENT  FORUM.   THE
COMPANY AGREES THAT SO LONG AS THE COMPANY SHALL BE OBLIGATED  TO
THE  BANKS UNDER THIS AGREEMENT, THE COMPANY SHALL MAINTAIN  DULY
APPOINTED  AGENTS  REASONABLY SATISFACTORY TO THE  ADMINISTRATIVE
AGENT FOR THE SERVICE OF PROCESS IN ILLINOIS, AND SHALL KEEP  THE
ADMINISTRATIVE  AGENT  ADVISED IN WRITING  OF  THE  IDENTITY  AND
LOCATION  OF  SUCH AGENTS.  THE FAILURE OF SUCH  AGENTS  TO  GIVE
NOTICE  TO  THE COMPANY OF ANY SUCH SERVICE SHALL NOT  IMPAIR  OR
AFFECT  THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT  RENDERED
IN ANY ACTION OR PROCEEDING BASED THEREON.

19.  COSTS

     19.1  Costs and Expenses.  The Company agrees (a) to pay  or
reimburse  each  Agent  for  all reasonable  costs  and  expenses
incurred   in   connection  with  the  development,  preparation,
negotiation  and execution of this Agreement and  any  amendment,
waiver,  consent  or other modification of the provisions  hereof
and  thereof (whether or not the transactions contemplated hereby
or   thereby   are   consummated),  and  the   consummation   and
administration  of  the  transactions  contemplated  hereby   and
thereby, including all reasonable attorneys' fees, and (b) to pay
or  reimburse  each Agent and each Bank for all reasonable  costs
and   expenses  incurred  in  connection  with  the  enforcement,
attempted enforcement, or preservation of any rights or  remedies
under  this Agreement or the other Loan Documents (including  all
such  costs  and  expenses  incurred  during  any  "workout"   or
restructuring in respect of the Obligations and during any  legal
proceeding,  including all attorneys' fees.  The foregoing  costs
and   expenses  shall  include  all  reasonable  search,  filing,
recording,  title insurance and appraisal charges  and  fees  and
taxes  related thereto, and other out-of-pocket expenses incurred
by  the Agents and the cost of independent public accountants and
other  outside  experts  retained by  any  Agent  or  Bank.   The


                              65


agreements in this Section shall survive the termination  of  the
Commitments and repayment of all the Loans.

     19.2 Taxes.  The Company agrees to pay all stamp, transfer and
other  taxes  payable or determined to be payable  in  connection
with  the execution and delivery of this Agreement.  The  Company
shall  pay all such taxes payable or determined to be payable  in
connection  with  the issuance of its Credit  Documents  and  the
making  of any Credit Extension, and the Company agrees  to  save
and hold the Administrative Agent and each Bank harmless from and
against any and all liabilities with respect to or resulting from
any delay in paying or omission to pay such taxes.

     19.3 Indemnification by the Company.  Whether or not the
transactions contemplated hereby are consummated, the Company
agrees to indemnify, save and hold harmless each Agent, each Bank
and their respective Affiliates, directors, officers, employees,
counsel, agents and attorneys-in-fact (collectively the
"Indemnitees") from and against:  (a) any and all claims,
demands, actions or causes of action that are asserted against
any Indemnitee by any Person (other than the Administrative Agent
or any Bank) relating directly or indirectly to a claim, demand,
action or cause of action that such Person asserts or may assert
against the Company, any Affiliate of the Company or any of their
respective officers or directors; (b) any and all claims,
demands, actions or causes of action that may at any time
(including at any time following repayment of the Loans and the
resignation or removal of the Administrative Agent or the
replacement of any Bank) be asserted or imposed against any
Indemnitee, arising out of or relating to, this Agreement, any
predecessor loan documents, the Commitments, the use or
contemplated use of the proceeds of any Credit Extension, or the
relationship of the Company, the Agents and the Banks under this
Agreement; (c) any administrative or investigative proceeding by
any Governmental Body arising out of or related to a claim,
demand, action or cause of action described in subsection (a) or
(b) above; and (d) any and all liabilities (including liabilities
under indemnities and liabilities of any Bank pursuant to Section
14.3), losses, costs or reasonable expenses (including attorneys'
fees) that any Indemnitee suffers or incurs as a result of the
assertion of any foregoing claim, demand, action, cause of action
or proceeding, or as a result of the preparation of any defense
in connection with any foregoing claim, demand, action, cause of
action or proceeding, in all cases, whether or not arising out of
the negligence of an Indemnitee, and whether or not an Indemnitee
is a party to such claim, demand, action, cause of action of
proceeding (all the foregoing, collectively, the "Indemnified
Liabilities"); provided that no Indemnitee shall be entitled to
indemnification for any claim caused by its own gross negligence
or willful misconduct or for any loss asserted against it by
another Indemnitee.  The agreements in this Section shall survive
the termination of the Commitments and repayment of all the
Loans.

     19.4 Survival.  The obligations of the Company under this Section
19  shall survive the repayment of the Credit Extensions and  the
payment of all other sums due under this Agreement.



                                 66


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

                                   IBP,    inc.,    a    Delaware
                                   corporation


                                   By:____________________________

                                   Name:__________________________

                                   Its:___________________________




                           67



                                   BANK OF AMERICA, N.A.,
                                   individually and as
                                   Syndication Agent


                                   By:___________________________

                                   Name:_________________________

                                   Its:__________________________




                             68



                                   U.S. BANK NATIONAL
                                   ASSOCIATION, individually  and
                                   as Administrative Agent


                                   By:__________________________

                                   Name:________________________

                                   Its:_________________________




                             69

                                   BAYERISCHE HYPO-UND
                                   VEREINSBANK AG, NY BRANCH



                                   By:__________________________

                                   Name:________________________

                                   Its:_________________________



                            70


                                   BANK HAPOALIM



                                   By:__________________________

                                   Name:________________________

                                   Its:_________________________



                            71


                                   BHF (USA) CAPITAL CORPORATION



                                   By:_________________________

                                   Name:_______________________

                                   Its:________________________



                            72


                                   THE FUJI BANK, LIMITED



                                   By:_________________________

                                   Name:_______________________

                                   Its:________________________



                            73


                                   THE BANK OF NEW YORK



                                   By:________________________

                                   Name:______________________

                                   Its:_______________________



                             74


                                   THE BANK OF NOVA SCOTIA



                                   By:_________________________

                                   Name:_______________________

                                   Its:________________________



                             75


                                   THE SUMITOMO BANK, LIMITED



                                   By:_________________________

                                   Name:_______________________

                                   Its:________________________



                             76


                                   THE SAKURA BANK, LIMITED



                                   By:_________________________

                                   Name:_______________________

                                   Its:________________________



                             77


                                   RZB FINANCE LLC



                                   By:_________________________

                                   Name:_______________________

                                   Its:________________________



                              78


                                   BNP PARIBAS



                                   By:_________________________

                                   Name:_______________________

                                   Its:________________________



                             79


                                   THE  TOKAI BANK, LIMITED - NEW
                                   YORK BRANCH



                                   By:_________________________

                                   Name:_______________________

                                   Its:________________________



                               80


                                   CIBC INC.



                                   By:_________________________

                                   Name:_______________________

                                   Its:________________________



                                 81


                                   CoBANK, ACB



                                   By:_________________________

                                   Name:_______________________

                                   Its:________________________



                                82


                                   OAK BROOK BANK



                                   By:_________________________

                                   Name:_______________________

                                   Its:________________________



                               83


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



                                   By:_________________________

                                   Name:_______________________

                                   Its:________________________



                               84


                                   THE  BANK  OF TOKYO-MITSUBISHI
                                   LTD., CHICAGO BRANCH



                                   By:_________________________

                                   Name:_______________________

                                   Its:________________________



                               85


                                   THE DAI-ICHI KANGYO BANK, LTD.



                                   By:_________________________

                                   Name:_______________________

                                   Its:________________________



                             86


                                    BANCA NAZIONALE DEL LAVORO
                                   S.p.A., NEW YORK BRANCH



                                   By:________________________

                                   Name:______________________

                                   Its:_______________________



                              87


                                   CREDIT LYONNAIS CHICAGO
                                   BRANCH



                                   By:_______________________

                                   Name:_____________________

                                   Its:______________________



                              88


                                   THE SANWA BANK, LIMITED



                                   By:_______________________

                                   Name:_____________________

                                   Its:______________________



                             89


                                   TORONTO DOMINION (TEXAS), INC.



                                   By:_______________________

                                   Name:_____________________

                                   Its:______________________



                               90


                                   SUNTRUST BANK



                                   By:_______________________

                                   Name:_____________________

                                   Its:______________________





                                91




                                                       SCHEDULE 1

                       NOTICE INFORMATION

                                ADDRESS, TELEPHONE, TELEX AND
             PARTY                    TELECOPIER NUMBERS
   If to IBP, inc.:           IBP, inc.
                              800 Stevensport Dr.
                              Suite 834
                              Dakota Dunes, SD  57049
                              Attn:  Treasurer
                              Tel.  No.:  (605) 235-2041
                              Telecopier No.:  (605) 235-2404
                              Wire Transfer Instructions:
                              U.S. Bank National Association,
                              Minneapolis, Minnesota
                              ABA #091000022
                              for credit to:  IBP, inc.
                              A/C #1502-5009-9937
                              Reference:  Committed Facility

   If to U.S. Bank National   U.S. Bank National Association
   Association:               601 Second Avenue South
                              Minneapolis, Minnesota  55402-4302
                              Attn:  David Draxler
                              Title:  Vice President
                              Tel.  No.:  (612) 973-0539
                              Telecopier No.:  (612) 973-0824
                              Wire Transfer Instructions:
                              U.S. Bank, N.A.
                              Portland, Oregon
                              ABA #123000220
                              c/o Commercial Loan Service Center
                              - West
                              Account #003 400 12160600
                              Ref:  IBP, inc.
                              Attn:  Helen Torres


                          Schedule 1-1



   If to Bank of America,     Bank of America, N.A.
   N.A.:                      1850 Gateway Boulevard
                              Concord, California 94520
                              Attn:  Dean Zywiciel
                              Tel.  No.:  (510) 675-7740
                              Telecopier.No.:  (510) 675-7531
                              Wire Transfer Instructions:
                              ABA #121000358
                              Acct.  12331-83980
                              Attn:  Dean Zywiciel

                              with a copy of each notice to:

                              Bank of America, N.A.
                              231 South LaSalle St., 9Q
                              Chicago, IL 60697
                              Attn:  G.  Burton Queen, Managing
                              Director
                              Tel.  No.:  (312) 828-3096
                              Telecopier No.:  (312) 987-1276




   Notice information for each Lender is on file with the
   Administrative Agent.


                         Schedule 1-2



                                                       SCHEDULE 2

                    ENVIRONMENTAL DISCLOSURE


                              NONE



                         Schedule 2-1




                                                       SCHEDULE 3

                              PLANS


The following is the list of multiemployer pension plans to which
Foodbrands America, Inc. units contribute:


DFG Foods, LLC ,   Newark, NJ     -  UFCW Local 174 Commercial
                                      Pension Fund


Specialty Brands,  Rialto, CA     -  Western Conference of
                                      Teamsters Pension
                                      Trust Fund


Russer Foods, Buffalo, NY         -  Central Pension Plan of the
                                      International
                                      Union of Operating Engineers


Bruss, Chicago, IL    -   UFCW Union and Industry Pension Fund
               -    International Brotherhood of Teamsters Union Local 710
                    Pension Fund


Jac Pac, Manchester, NH   -   UFCW Industry Pension Fund
                     -  New England Teamsters and Trucking Industry
                          Pension Fund



                             Schedule 3-1



                                                        EXHIBIT A

                      REVOLVING COMMITMENTS

                      REVOLVING COMMITMENTS
                       OF THE BANKS AS OF
                       THE EFFECTIVE DATE

                                                   REVOLVING
                                     PRO RATA   COMMITMENT AS OF
               BANK                    SHARE     EFFECTIVE DATE
Bank of America, N.A.                 _____%    $53,000,000.00
Bank of Tokyo - Mitsubishi, Ltd.,     _____%    $52,750,000.00
Chicago Branch
BNP Paribas                           _____%    $52,750,000.00
CoBank, ACB                           _____%    $52,750,000.00
Credit Lyonnais New York Branch       _____%    $52,750,000.00
Dai-Ichi Kangyo Bank, Ltd.            _____%    $52,750,000.00
The Bank of Nova Scotia               _____%    $52,750,000.00
SunTrust Bank                         _____%    $52,750,000.00
Toronto Dominion (Texas), Inc.        _____%    $52,750,000.00
The Sakura Bank, Limited              _____%    $52,750,000.00
Cooperatieve Centrale Raiffeisen-     _____%    $52,750,000.00
Boerenleenbank, B.A., "Rabobank
Nederland", New York Branch
U.S. Bank National Association        _____%    $50,000,000.00
The Fuji Bank, Limited                _____%    $24,500,000.00
Bayerische Hypo- Und Vereinsbank      _____%    $50,000,000.00
AG, NY Branch
The Sumitomo Bank, Limited            _____%    $40,000,000.00
BHF (USA) Capital Corporation         _____%    $35,000,000.00
The Bank of New York                  _____%    $25,000,000.00
The Sanwa Bank, Limited               _____%    $25,000,000.00
The Tokai Bank, Limited - New York    _____%    $25,000,000.00
Branch
RZB Finance LLC                       _____%    $25,000,000.00
Banca Nazionale Del Lavoro, S.p.A.,   _____%    $25,000,000.00
New York Branch
CIBC, Inc.                            _____%    $25,000,000.00
Oak Brook Bank                        _____%    $10,000,000.00
Bank Hapoalim                         _____%    $10,000,000.00

REVOLVING COMMITMENT                  100.00%   $950,000,000.00




                                                        EXHIBIT B

                           [RESERVED]




                           B-1




                                                        EXHIBIT C

                           [RESERVED]




                             C-1


                                                        EXHIBIT D

                           [RESERVED]





                              D-1


                                                        EXHIBIT E

                    [FORM OF BID LOAN TENDER]


                         BID LOAN TENDER

U.S. BANK NATIONAL ASSOCIATION
[address]
[city, state  zip]
Attn:_______________

Re:  Tender for Bid Loans to IBP, inc. (the "Company")

     In  response  to  your invitation on behalf of  the  Company
dated  _______________ to tender an offer or offers to  make  Bid
Loans  to  the  Company, we hereby make the  following  Bid  Loan
Tender on the following terms:

     1.  Tendering Bank:________________________________________

     2.  Type of Bid Loan:______________________________________

     3.  Borrowing Date:________________________________________

     4.   Maximum aggregate principal amount of Bid Loans offered
          hereby:

          $

     5.   Subject  to item 4 hereof, we hereby offer to make  Bid
          Loans  in  the following principal amounts and  at  the
          following interest rates:

                                            Absolute Rate or
     Maturity Date(s)   Principal Amount    Money Market Margin**

                      $




                                  E-1




     We  understand and agree that the offer(s) set forth  above,
subject  to  the satisfaction of certain conditions,  irrevocably
obligates  us  to  make  the Bid Loans for  which  any  offer  is
accepted, and that the principal amount of such Bid Loans will be
due on the Borrowing Date set forth above.

     We hereby agree to disburse the principal amount of such Bid
Loan(s)  set  forth  herein if accepted  in  whole  or  part,  in
accordance  with the provisions of Section 4.7 of the  Nine-Month
Credit  Agreement dated as of December 20, 2000 among the Company
and   the  Banks  named  therein,  Bank  of  America,  N.A.,   as
Syndication  Agent  and  U.S.  Bank  National  Association   (the
"Administrative Agent") (the "Agreement").

     Unless  otherwise  defined herein,  capitalized  terms  used
herein have the meanings assigned to them in the Agreement.

                                     Very truly yours,

                                     [Name of Bank]


Dated:_____________________          By:_________________________
                                          Authorized Signature



*    Aggregate  principal  amount bid may  not  exceed  aggregate
     principal amount requested.  Bids must be for $5,000,000  or
     an integral multiple of $1,000,000 in excess thereof.

**   Indicate whether Money Market Margin is to be above or below
     the LIBO Rate* to be applicable to Money Market Loans.

_________________________

*  As defined in the Agreement, "LIBO Rate" shall mean for any
Interest Period with respect to any LIBOR Loan:

          (a)  the rate per annum equal to the rate determined by
     the Administrative Agent to be the offered rate that appears
     on  the  page  of  the  Telerate screen  (or  any  successor
     thereto)   that   displays   an  average   British   Bankers
     Association Interest Settlement Rate for deposits in Dollars
     (for delivery on the first day of such Interest Period) with
     a  term equivalent to such Interest Period, determined as of
     approximately  11:00  a.m.  (London  time)  two   Eurodollar
     Business  Days  prior  to the first  day  of  such  Interest
     Period, or

          (b)  if the rate referenced in the preceding subsection
     (a) does not appear on such page or service or such page  or
     service  shall  cease to be available, the  rate  per  annum
     equal   to   the   rate   reasonably   determined   by   the
     Administrative Agent to be the offered rate  on  such  other
     page  or  other  service that displays  an  average  British
     Bankers Association Interest Settlement Rate for deposits in
     Dollars  (for  delivery on the first day  of  such  Interest


                         E-2


     Period)  with  a  term equivalent to such  Interest  Period,
     determined as of approximately 11:00 a.m. (London time)  two
     Eurodollar  Business Days prior to the  first  day  of  such
     Interest Period, or

          (c)    if   the  rates  referenced  in  the   preceding
     subsections  (a)  and (b) are not available,  the  rate  per
     annum  reasonably determined by the Administrative Agent  as
     the rate of interest (rounded upward to the next 1/100th  of
     1%)  at which deposits in Dollars for delivery on the  first
     day  of  such  Interest  Period in same  day  funds  in  the
     approximate  amount of the LIBOR 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 to major  banks  in  the  offshore
     Dollar  market at their request at approximately 11:00  a.m.
     (London  time)  two Eurodollar Business Days  prior  to  the
     first day of such Interest Period.



                            E-3


                                                        EXHIBIT F

            [FORM OF BID LOAN TENDER REQUEST NOTICE]


                 BID LOAN TENDER REQUEST NOTICE

                                                           [Date]

To:  U.S. Bank National Association (the "Administrative Agent")

From:     IBP, inc. (the "Company")

Re:  Nine-Month  Credit Agreement dated as of December  20,  2000
     among  the  Company  and the Banks named  therein,  Bank  of
     America,  N.A.,  as Syndication Agent and the Administrative
     Agent (the "Agreement")

     We  hereby  give  notice  pursuant to  Section  4.2  of  the
Agreement that we propose a Bid Loan Borrowing as follows:

     Type of Bid Loan: ____________________________________
     Borrowing Date: ______________________________________
     Maximum aggregate borrowing:  $________________________

     Maturity Date(s)              Principal Amount*

                                    $

     Interest Payment Date(s) other than the maturity of the  Bid
Loans(s):

     ____________________________________________________________

     We confirm that at the date hereof the applicable conditions
precedent  set  forth  in  Sections 9 and  10  of  the  Agreement
relating to, or to be satisfied by, the Company are satisfied  as
of the data hereof.

     Unless  otherwise  defined herein,  capitalized  terms  used
herein have the meanings assigned to them in the Agreement.

                                   IBP, inc.

                                   By:___________________________
                                        Authorized Signature

*    Aggregate  principal amount of the requested Bid  Loans  may
     not  be  less  than $10,000,000 or an integral  multiple  of
     $1,000,000 in excess thereof.


                                      F-1



                                                        EXHIBIT G

                           [RESERVED]



                                 G-1



                                                        EXHIBIT H

          [FORM OF INVITATION TO TENDER FOR BID LOANS]

                 U.S. BANK NATIONAL ASSOCIATION
                            [address]
                        [city, state zip]



To:  [Name of Addressee Bank]

Re:   Invitation  to  Tender for Bid Loans  to  IBP,  inc.   (the
"Company")

     Pursuant  to Section 4.3 of the Nine-Month Credit  Agreement
dated  as of December 20, 2000 among the Company, the Banks named
therein,  Bank  of America, N.A., as Syndication Agent  and  U.S.
Bank  National  Association  (the  "Administrative  Agent")  (the
"Agreement"),  we  are pleased to invite you  on  behalf  of  the
Company to tender for some or all of the Bid Loans to the Company
upon the following terms:

          Type of Bid Loan: __________________________
          Borrowing Date: ___________________________
          Maximum aggregate borrowing:  $_____________

Maturity Date(s)                            Principal Amount*

                                            $



Interest  Payment  Date(s) other than the  maturity  of  the  Bid
Loans(s):

_________________________________________________________________

     All  bids  made in response to this invitation  must  comply
with  the  provisions  of Section 4.4 of  the  Agreement  and  be
submitted to the Administrative Agent in writing by telecopier or
telex   so  as  to  be  received  by  the  Administrative  Agent,
Attention:________________, no later than 8:45 a.m.  (Minneapolis
time)  on  (i)  the third Eurodollar Business Day  prior  to  the
proposed  Borrowing Date in the case of Money  Market  Loans  and
(ii)  on the proposed Borrowing Date in the case of Absolute Rate
Loans, as follows:

     Telecopier__________________
     Telex No.___________________
     (Answerback:_________________)



                                     H-1



     If  you  have  any  questions regarding  the  above,  please
contact:





     Unless  otherwise  defined herein,  capitalized  terms  used
herein, have the meanings assigned to them in the Agreement.

                                Very truly yours,

                                U.S. BANK NATIONAL ASSOCIATION
                                as Administrative Agent


Dated:______________________    By:__________________________
                                Title:_______________________


_______________________

     *    Aggregate principal amount bid may not exceed principal
          amount requested.  Bids must be made for $5,000,000  or
          an integral multiple of $1,000,000 in excess thereof.


                                        H-2





                                                        EXHIBIT I

                   [FORM OF OPINION OF GENERAL
                     COUNSEL OF THE COMPANY]


                                              December ____, 2000


To each of the Banks parties to the
Credit Agreement hereinafter referred to
and to U.S. Bank National Association,
as Administrative Agent

Gentlemen and Mesdames:

     I   am   the  General  Counsel  of  IBP,  inc.,  a  Delaware
corporation  (the  "Company"),  and  I,  or  attorneys  under  my
supervision, have acted as counsel to the Company with respect to
(i) the negotiation, execution and delivery of that certain Nine-
Month  Credit Agreement dated as of December 20, 2000  among  the
Company  and  you  (the  "Agreement") and (ii)  the  transactions
contemplated thereby.  This opinion is being furnished to you  at
the  direction  of  the Company pursuant  to  Section  9  of  the
Agreement.   Unless otherwise defined herein, terms  used  herein
shall have the meanings ascribed to them in the Agreement.

     I, or attorneys under my supervision, have made such inquiry
of  such officers and attorneys of the Company and its Affiliates
and   examined   such   records,   documents,   instruments   and
certificates  of  public officials and of  the  Company  and  its
Affiliates  and  considered  such  questions  of  law  as  I,  or
attorneys  under  my supervision, have deemed necessary  for  the
purpose  of  rendering  the opinions set forth  herein.   I  have
assumed  the genuineness of all signatures (other than  those  of
the Company) and the authenticity of all items submitted to me as
originals  and  the  conformity  with  originals  of  all   items
submitted to me as copies.  In making my examination of documents
executed by entities other than the Company, I have assumed  that
each  such  other entity had the power to enter into and  perform
all  of its obligations thereunder and also have assumed the  due
authorization by it of all requisite action and the execution and
delivery  of such documents by each such entity and the legality,
validity, binding effect on and enforceability against  all  such
other entities of such documents.

     Based upon and subject to the foregoing, I am of the opinion
that:

     1.    The  Company  and each Subsidiary is  duly  organized,
validly  existing  and in good standing under  the  laws  of  the
jurisdiction  of  its  incorporation  or  organization,  has  all
requisite power and authority to own its property and to carry on
its  business  as  now  conducted, and is in  good  standing  and
authorized  to  do  business in each jurisdiction  in  which  the
character of the Property owned and leased by it therein  or  the
transaction  of its business makes such qualification  necessary,
except  for  such jurisdictions where the failure to be  in  such
standing  and  so  authorized will not materially  and  adversely
affect  the  financial condition, business or operations  of  the
Company and its Consolidated Subsidiaries, taken as a whole.



                                 I-1


     2.   The Company has full power and authority to enter into,
execute,  deliver  and carry out the terms of the  Agreement,  to
make the borrowings contemplated thereby, to execute, deliver and
carry  out  the terms of the Credit Documents and  to  incur  the
obligations provided for therein, and the execution, delivery and
performance of the Agreement and the Credit Documents  have  been
duly  authorized  by  all necessary corporate action  (including,
without  limitation,  any stockholder  action).   No  consent  or
approval of, or exemption by any Governmental Body is required to
authorize,  or is required in connection with, the execution  and
delivery  of  and  performance by the Company of its  obligations
under the Agreement or the Credit Documents or is required  as  a
condition  to the validity or enforceability of the Agreement  or
the  Credit  Documents  (except for such consents,  approvals  or
exemptions,  if  any,  which  may  be  required  to  be  obtained
subsequent to the Effective Date as permitted by the Agreement).

     3.    There are no actions, suits or arbitration proceedings
(whether  or  not  purportedly on behalf of the  Company  or  any
Subsidiary)  pending  or to the best of my  knowledge  threatened
against  the  Company  or any Subsidiary, or  maintained  by  the
Company  or  any  Subsidiary, in law  or  in  equity  before  any
Governmental  Body  which individually or in  the  aggregate  are
likely  (to the extent not covered by insurance) to result  in  a
material  adverse change in the consolidated financial  condition
of  the Company and its Consolidated Subsidiaries, except as  set
forth  in the Company's annual report on Form 10K for the  fiscal
year ended December 25, 1999 or its quarterly reports on Form 10-
Q   for   the   thirty-nine  weeks  ended  September  23,   2000,
respectively, filed with the Securities and Exchange  Commission,
and,  except  as disclosed in writing to the Banks prior  to  the
Effective Date.  There are no proceedings pending or, to the best
of  my  knowledge,  after  due inquiry,  threatened  against  the
Company  or any Subsidiary which call into question the  validity
or enforceability of the Agreement or the Credit Documents or any
document delivered in connection therewith, or any action  to  be
taken in connection with the transactions contemplated thereby.

     4.    No  provision  of (i) the articles  of  incorporation,
bylaws,  or  any  shareholder agreement of  the  Company  or  any
Subsidiary, (ii) any existing mortgage or indenture  or  loan  or
credit  agreement, subject to the Company's compliance  with  any
applicable  covenants pertaining to its incurrence  of  unsecured
indebtedness,  (iii) any other contract known  to  me  after  due
inquiry  which is, individually or in the aggregate, material  to
the  consolidated financial condition, business or operations  of
the  Company and its Consolidated Subsidiaries, (iv) any material
statute  (including, without limitation, any applicable usury  or
similar  law), rule or regulation, and (v) any material judgment,
or  decree or order known to me after due inquiry binding on  the
Company  or  any  Subsidiary or affecting  the  Property  of  the
Company  or any Subsidiary; conflicts with, or would in  any  way
prevent the execution, delivery or carrying out by the Company of
the  terms  of  the  Agreement or the Credit Documents,  and  the
taking  of  any  such action will not constitute a default  under
(subject  as aforesaid), or result in the creation or  imposition
of,  or  obligation to create any Lien upon the Property  of  the
Company  or  any  Subsidiary pursuant to the terms  of  any  such
mortgage, indenture or loan or credit agreement or other contract
(other  than any right to set-off or banker's lien or  attachment
that any Bank or other holder of a Credit Document may have under
applicable  law).   No  provision of  any  existing  mortgage  or
indenture or loan or credit agreement conflict with, or would  in
any  way  prevent, the making of the initial Credit Extension  on
the date hereof.

     5.   The Company has no preferred stock.



                                     I-2


     6.   The Company has no Plan except as set forth on Schedule
3 to the Agreement.

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

     8.     The  Company  is  not  a  "holding  company,"  or   a
"subsidiary company" of a "holding company," or an "affiliate" of
a  "holding  company"  or a "subsidiary company"  of  a  "holding
company,"  within  the  meaning of  the  Public  Utility  Holding
Company Act of 1935, as amended.

     9.    The  Agreement and the Credit Documents, when executed
and delivered for value, constitute valid and binding obligations
of  the  Company  which are enforceable against  the  Company  in
accordance  with  their  terms,  except  as  may  be  limited  by
bankruptcy,  insolvency,  moratorium, reorganization,  fraudulent
transfer  or  other  similar laws affecting  the  enforcement  of
creditors' rights generally, and by general principles of  equity
(regardless of whether considered in a proceeding at  law  or  in
equity).

     I  am a member of the Minnesota Bar and, except as set forth
below, for purposes of this opinion do not hold myself out as  an
expert  on, nor do I express any opinion as to, the laws  of  any
jurisdiction  other than the laws of the State of Minnesota,  the
Federal laws of the United States and the General Corporation Law
of  the  State  of Delaware.  In that regard, we  note  that  the
Credit  Documents provide that they are governed by the  laws  of
the  State  of Illinois.  For purposes of the opinions  expressed
herein, I have assumed that the laws of the State of Illinois are
substantially the same as the laws of the State of  Minnesota  in
all relevant respects.

     This  opinion  is solely for your benefit  and  may  not  be
relied  on  by, nor may copies be delivered to, any other  Person
without my prior written consent.

                                   Very truly yours,





                            I-3



                                                        EXHIBIT J

                FORM OF SUBORDINATION PROVISIONS

     Subordination.  (a)  The Indebtedness ("Subordinated  Debt")
evidenced by this instrument is subordinate and junior  in  right
of  payment to all Senior Debt (as defined in subdivision (b)) of
the Company to the extent provided herein:

     (b)   For all purposes of these subordination provisions the
term  "Senior Debt" shall mean all principal of, premium, if any,
and  interest (including without limitation any interest accruing
after   the   commencement  of  any  bankruptcy   or   insolvency
proceedings regardless of whether such interest is allowed  as  a
claim  in  such  proceedings ("Post-Petition Interest"))  on  and
fees,  reimbursements, indemnities and all other sums payable  in
respect  of (i) credit extensions made pursuant to the Nine-Month
Credit Agreement, dated as of December 20, 2000, by and among the
Company, the banks signatories thereto, Bank of America, N.A., as
Syndication  Agent,  and  U.S.  Bank  National  Association,   as
Administrative  Agent,  and (ii) all other  indebtedness  of  the
Company for borrowed money and the instrument evidencing the same
or  under  which  the  same  is outstanding  unless,  under  such
instrument,  it  is expressly provided that such indebtedness  is
junior  and subordinate to other indebtedness and obligations  of
the  Company.  The Senior Debt shall continue to be  Senior  Debt
and  entitled  to the benefits of these subordination  provisions
irrespective of any amendment, modification or waiver of any term
of the Senior Debt or extension or renewal of the Senior Debt.

     (c)   Upon the happening of an event of default with respect
to  payment of principal of or interest on any Senior Debt or  in
the payment of other amounts due under or in connection with such
Senior  Debt (a "Payment Default") or any other event of  default
(a  "Nonpayment Default"), as defined in such Senior Debt, or  in
the  instrument under which the same is outstanding, which occurs
at  the maturity thereof or which permits the holders thereof  to
accelerate  the  maturity thereof, then, unless  and  until  such
event  of  default shall have been cured or waived or shall  have
ceased to exist, no direct or indirect payment (in cash, property
or securities or by set-off or otherwise) shall be made or agreed
to be made on account of the principal of, or premium, if any, or
interest on any Subordinated Debt, or as a sinking fund  for  the
Subordinated  Debt, or in respect of any redemption,  retirement,
purchase or other acquisition of any of the Subordinated Debt.

          Notwithstanding the foregoing, the Company  may  resume
payments  on the Subordinated Debt which the Company  shall  have
become  obligated to make (other than upon the  exercise  by  the
Company  of  any option to prepay, redeem or retire  Subordinated
Debt), upon the earlier of:

          (i)  the  cure of the event of default or the effective
               waiver  of  the event of default by the  requisite
               holders of Senior Debt, or

          (ii) if  the  event of default is a Nonpayment Default,
               the  passage  of 120 days after the occurrence  of
               such   event   of  default  (notwithstanding   the
               occurrence  of  other Nonpayment  Defaults  within
               such  120  day  period), provided  such  event  of
               default (or any subsequent Nonpayment Default)  is


                                   J-1


               not   then   the   subject  of  pending   judicial
               proceedings  and  no Senior Debt shall  have  been
               declared  to  be  immediately due and  payable  on
               account   of  such  event  of  default  or   other
               Nonpayment Default within such 120 day period.

          If  payments on the Subordinated Debt are permitted  to
be resumed pursuant to clause (ii), such payments shall not again
be  suspended  pursuant to this subdivision (c) by reason  of  an
event  of  default with respect to any Senior Debt other  than  a
Payment  Default until the passage of 120 days after payments  on
the  Subordinated  Debt are permitted to be resumed  pursuant  to
clause (ii).

     (d)  In the event of:

          (i)  any    insolvency,    bankruptcy,    receivership,
               liquidation,     reorganization,     readjustment,
               composition  or other similar proceeding  relating
               to  the  Company, its creditors  as  such  or  its
               property,

          (ii) any proceeding for the liquidation, dissolution or
               other  winding-up  of  the Company,  voluntary  or
               involuntary,  whether or not involving  insolvency
               or bankruptcy proceedings,

          (iii)     any assignment by the Company for the benefit
               of creditors, or

          (iv) any   other  marshalling  of  the  assets  of  the
               Company,

          all  Senior Debt (including any Post-Petition Interest)
     shall   first  be  paid  in  full  before  any  payment   or
     distribution, whether in cash, securities or other property,
     shall  be  made  to any holder of any Subordinated  Debt  on
     account   of   any  Subordinated  Debt.   Any   payment   or
     distribution, whether in cash, securities or other  property
     (other   than  securities  of  the  Company  or  any   other
     corporation  provided  for by a plan  of  reorganization  or
     readjustment the payment of which is subordinate,  at  least
     to  the  extent  provided in these subordination  provisions
     with  respect  to Subordinated Debt, to the payment  of  all
     Senior  Debt  at the time outstanding and to any  securities
     issued   in   respect  thereof  under  any  such   plan   of
     reorganization or readjustment), which would otherwise  (but
     for   these   subordination  provisions)   be   payable   or
     deliverable  in respect of this Subordinated Debt  shall  be
     paid or delivered directly to the holders of Senior Debt  in
     accordance  with  the  priorities then existing  among  such
     holders  until  all Senior Debt (including any Post-Petition
     Interest) shall have been paid in full.

     (e)   In  the  event  that any Subordinated  Debt  shall  be
declared  or  become  due  and  payable  as  the  result  of  the
occurrence of any one or more defaults in respect thereof,  under
circumstances  when  the  terms  of  subdivision  (d)   are   not
applicable,  the  Company shall promptly notify  the  holders  of
Senior  Debt that such Subordinated Debt has been so declared  or
so  become  due  and  payable.  The Company shall  not  make  any
payment  of any amount of Subordinated Debt which would not  have
become  due  and payable if such Subordinated Debt had  not  been
declared  or  become  due  and  payable  as  the  result  of  the
occurrence of one or more defaults in respect thereof unless both
(i)  10  days shall have elapsed after the giving of such  notice
and  (ii)  such  payment shall be permitted  by  subdivision  (c)
above.


                                J-2



     (f)   If  any  payment  or distribution,  whether  in  cash,
securities  or  other  property (other  than  securities  of  the
Company  or  any  other corporation provided for  by  a  plan  of
reorganization   or  readjustment  the  payment   of   which   is
subordinate,   at   least  to  the  extent  provided   in   these
subordination  provisions with respect to Subordinated  Debt,  to
the payment of all Senior Debt at the time outstanding and to any
securities  issued  in respect thereof under  any  such  plan  of
reorganization or readjustment), shall be received by any  holder
of  Subordinated Debt in contravention of any of the terms hereof
and before all the Senior Debt shall have been paid in full, such
payment  or  distribution  shall be received  in  trust  for  the
benefit  of,  and shall be paid over or delivered and transferred
to,  the  holders of the Senior Debt at the time  outstanding  in
accordance  with the priorities then existing among such  holders
for  application  to  the payment of all  Senior  Debt  remaining
unpaid,  to the extent necessary to pay all such Senior  Debt  in
full.

     (g)  No present or future holder of any Senior Debt shall be
prejudiced  in the right to enforce subordination of Subordinated
Debt  by  any  act or failure to act on the part of the  Company.
Nothing contained herein shall impair, as between the Company and
the  holder  of  this Subordinated Debt, the  obligation  of  the
Company  to  pay  to  the  holder hereof  the  principal  hereof,
premium,  if any, and interest hereon as and when the same  shall
become  due  and payable in accordance with the terms hereof,  or
prevent  the holder of any Subordinated Debt from exercising  all
rights, powers and remedies otherwise permitted by applicable law
or  hereunder  upon a default or event of default hereunder,  all
subject  to  the  rights of the holders of  the  Senior  Debt  to
receive  cash, securities or other property otherwise payable  or
deliverable to the holders of Subordinated Debt.

     (h)   Upon  the  payment  in full of all  Senior  Debt,  the
holders of Subordinated Debt shall be subrogated to all rights of
any  holders' of Senior Debt to receive any further  payments  or
distributions   applicable  to  the   Senior   Debt   until   the
Subordinated Debt shall have been paid in full, and such payments
or distributions received by the holders of the Subordinated Debt
by  reason  of  such  subrogation, of cash, securities  or  other
property  which  otherwise would be paid or  distributed  to  the
holders  of  Senior Debt, shall, as between the Company  and  its
creditors other than the holders of Senior Debt, on the one hand,
and  the  holders  of Subordinated Debt, on the  other  hand,  be
deemed  to be a payment by the Company on account of Senior  Debt
and not on account of Subordinated Debt.

     (i)   The holder of Subordinated Debt will take such  action
(including,  without limitation, the delivery of this  instrument
to  any  agent for the holders of Senior Debt or consent  to  the
filing of a financing statement with respect thereto) as may,  in
the opinion of counsel designated by the holders of a majority in
principal  amount of the Senior Debt at the time outstanding,  be
necessary  or  appropriate  to assure the  effectiveness  of  the
subordination effected by these provisions.



                                 J-3




                                                        EXHIBIT K

                   [FORM OF BORROWING REQUEST]


                                                           [DATE]

To:  U.S. Bank National Association
     [address]
     [city, state  zip]
     Attn:_______________________
     Tel.  No.:_______________________
     Telex No.:_______________________
     (Answerback:_____________________)
     Telecopier:______________________

               RE:  BORROWING REQUEST

Gentlemen:

     Pursuant  to  Section 2.2 of that certain Nine-Month  Credit
Agreement, dated as of December 20, 2000 (the "Agreement"), among
IBP,  inc.,  a  Delaware corporation (the "Company"),  the  banks
which are from time to time party thereto (the "Banks"), Bank  of
America,  N.A., as Syndication Agent for the Banks and U.S.  Bank
National    Association,    as    administrative    agent    (the
"Administrative  Agent") for the Banks, notice  is  hereby  given
that on __________, 20__, the Company desires to (as indicated):

     A.   Initial Funding Selection

          (1)   Borrow  $__________ of __________ (Base  Rate  or
LIBOR) Committed Loans, as follows:

                                          Requested Initial
                                          Interest Period (for
     Dollar Amount                        LIBOR loans)


     $____________                        ___________ days

                                    Maturing on _____________, 20__

     B.   Conversion Selection

          (1)   Convert  $___________ of existing (Base  Rate  or
LIBOR)  Committed  Loans, the final day of the  current  Interest
Period   (if  applicable)  of  which  is  __________,  20__,   to
_____________ (Base Rate or LIBOR) Loans, as follows:

                                          Requested Initial
     Dollar Amount                        Interest Period
                                          (for LIBOR loans)


                                K-1



     $______________                       ___________ days

                                    Maturing on _____________, 20__

     C.   Refunding Selection

          (1)   Refund  $_____________ of  existing  ____________
(LIBOR)  Committed Loans, the final day of the  current  Interest
Period of which is ____________, 20__, as follows:

                                          Requested
     Dollar Amount                        Interest Period

     $______________                      ___________ days

                                    Maturing on _____________, 20__

     In the case of any Committed Loan pursuant to subparagraph A
above, please make available to the Company the proceeds of  such
Committed Loan by transfer of immediately available funds to  the
account  of  the  Company at ___________ _____________  (name  of
Bank), Account No. _______________.

     Unless  otherwise  defined herein,  capitalized  terms  used
herein have the meanings assigned to them in the Agreement.

                                   IBP, inc.,
                                   a Delaware corporation


                                   By:
                                   Name:
                                   Title:



                                   K-2


                                                        EXHIBIT L

                  [FORM OF COMMITTED LOAN NOTE]


                       COMMITTED LOAN NOTE

$________________                               December 20, 2000


     FOR  VALUE  RECEIVED, the undersigned IBP, inc., a  Delaware
corporation, (the "Company"), HEREBY PROMISES TO PAY to the order
of  _____________________ ("Bank"), the principal amount of  each
Committed  Loan  made  by  the Bank  to  the  Company  under  the
Agreement referred to below in accordance with the provisions  of
such Agreement, provided that on or before the Maturity Date  the
Company  shall  pay in full the unpaid principal  amount  of  all
Committed  Loans  made  by  the Bank to  the  Company  under  the
Agreement referred to below.

     The  Company  also promises to pay interest  on  the  unpaid
principal  amount hereof from the date hereof until paid  at  the
rates  and  at the times which shall be determined in  accordance
with  the  provisions  of the Nine-Month  Credit  Agreement  (the
"Agreement")  dated as of December 20, 2000, among  the  Company,
the  banks which are from time to time parties thereto,  Bank  of
America, N.A., as Syndication Agent for such banks and U.S.  Bank
National  Association, as Administrative  Agent  for  such  banks
(together  with  any  successor  Administrative  Agent  appointed
thereunder, the "Administrative Agent").

     Both  the  principal  hereof and  the  interest  hereon  are
payable  in lawful money of the United States of America at  U.S.
Bank  National Association, [address, city, state  zip],  (or  at
such  other  office  of  the  Administrative  Agent  as  may   be
designated  from time to time by the Administrative  Agent),  for
the account of the Bank, in immediately available funds.

     The  type, amounts and dates of all Committed Loans and  the
amounts  and  dates of all payments thereon shall be endorsed  by
the Bank or any subsequent holder of this Committed Loan Note  on
the grid attached hereto; provided, however, that failure to make
any  such  entry  shall in no way limit or otherwise  affect  the
Company's obligations hereunder.

     In  the  event an action is commenced to enforce payment  of
this Committed Loan Note, the Company agrees to pay all costs  of
collection   and  enforcement  of  this  Committed   Loan   Note,
including, without limitation, reasonable attorneys' fees and the
reasonable allocable cost of inside counsel.

     This  Committed  Loan  Note is one of  the  "Committed  Loan
Notes" referred to in, and is subject to the terms and provisions
of,  the Agreement which, among other things, contains provisions
for  acceleration  of the maturity hereof upon the  happening  of
certain  stated events and for prepayment from time to  time,  of
amounts  outstanding under this Committed Loan Note upon  certain
stated terms and conditions.



                               L-1


     Unless  otherwise  defined herein,  capitalized  terms  used
herein are used with the defined meanings given in the Agreement.

     This  Committed Loan Note shall be governed by and construed
in  accordance with the internal laws of the State  of  Illinois,
without regard to principles of conflict of laws.

                                   IBP, inc.
                                   a Delaware corporation


                                   By:_________________________

                                   Name:_______________________

                                   Title:______________________




                                      L-2


     COMMITTED LOANS AND PAYMENTS OF PRINCIPAL AND INTEREST

                                   Interest Amount of                     Note
      Type of  Amount of  Rate of   Period  Principle  Interest  Date of  Made
Date   Loans      Loan    Interest (if any)  Repaid      Paid   Repayment  By

















                                   L-3




                                                        EXHIBIT M

                   [FORM OF NOTICE OF DRAWING]


                        NOTICE OF DRAWING

                                           Dated ________________


TO:        U.S.  BANK  NATIONAL ASSOCIATION (the  "Administrative
Agent")

FROM:     IBP, inc. (the "Company")

RE:       Nine-Month Credit Agreement (the "Agreement") dated  as
          of  December 20, 2000 among the Company and  the  Banks
          named  therein,  Bank of America, N.A., as  Syndication
          Agent and the Administrative Agent

     We  hereby  give you notice pursuant to Section 3.2  of  the

Agreement of the Company's request that the Administrative  Agent
create  Acceptances  on _______________ (the "Drawing  Date")  by
accepting and discounting in accordance with Section 3.3  of  the
Agreement   our   Drafts  in  the  aggregate   face   amount   of
$____________ payable ______ days after the Drawing Date.

     The  Drafts to be accepted by the Administrative Agent shall
be  duly completed by the Administrative Agent in accordance with
the  information provided in this Notice of Drawing and otherwise
in   accordance  with  the  provisions  of  Section  3.3  of  the
Agreement:

     We hereby certify to you and each Bank as follows:

     1.    No other financing for the transaction underlying  the
Drafts  is  outstanding, the goods which are the subject  of  the
transaction  underlying the Drafts are free of any lien  and  are
not being used as collateral for any other form of financing, and
the  transaction will produce payments to us exceeding  the  face
amount  of all drafts (including the Drafts which are the subject
to  this  certificate)  accepted  by  you  arising  out  of  said
transaction.

     2.        The  transaction which gives  rise
               to     the     Draft    is     the
               importation/exportation/domestic
               shipment                        of
               _____________________________ from
                    (name of commodity)
               _______________to________________,
            (point of shipment)(place of destination)
               pursuant to  an existing contract;

               the  Drafts  were secured  at  the
               time  of acceptance by independent
               warehouse,  terminal,   or   other
               similar    receipt       conveying
               security         title          to
               __________________________________
               (name of readily marketable staple)



                           M-1

               stored in ________________________.
                          (country where stored)



     3.    The  transaction underlying the Draft has a  remaining
term of 90 days or less, and will be concluded no later than, and
at  approximately  the  same time as, the maturity  date  of  the
Draft.

     4.    The  acceptance requested complies with the applicable
regulations  of  the  Board of Governors of the  Federal  Reserve
System  of  the  United States governing bankers acceptances  and
shall  be  eligible under such regulations for  rediscount  by  a
Federal Reserve Bank.

     Proceeds  of  the  Administrative Agent's discount  of  each
Draft should be deposited in our account #_______________________
maintained  with  the  Administrative Agent after  deducting  the
Acceptance  Commission  and Discount Charge  payable  to  you  on
account  of  the  acceptance  and  discount  of  the  Drafts   in
accordance with the provisions of the Agreement.

     We confirm that on the date hereof the applicable conditions
precedent  set  forth  in  Sections 9 and  10  of  the  Agreement
relating to, or to be satisfied by, the Company are satisfied  as
of the date hereof.

     Unless  otherwise  defined herein,  capitalized  terms  used
herein have the meanings assigned to them in the Agreement.

                                   IBP, inc.


                                   By_____________________________
                                       Authorized Signature



                                 M-2


                                                        EXHIBIT N

                         [FORM OF DRAFT]


                         CUSTOMER DRAFT

                                           No.  _________________
                                           Date _________________
                                         Location:  [city, state]

                                          $______________________



     On __________________________ pay to the order of

     U.S. BANK NATIONAL ASSOCIATION

__________________________________________________________Dollars

     Value Received and Charge to Account of

     To:  U.S. Bank National Association
          [city, state]

                                   IBP, inc.


                                   By____________________________
                                        Authorized Signature



                                   N-1



                                                        EXHIBIT O

            [FORM OF NOTICE OF CREATION OF ACCEPTANCE
             AND GRANT OF ACCEPTANCE PARTICIPATIONS]


TO:  The Banks named in the Nine-Month Credit Agreement dated  as
     of  December 20, 2000 (the "Agreement") among IBP, inc. (the
     "Company"), Bank of America, N.A., as Syndication Agent  and
     U.S. Bank National Association (the "Administrative Agent")

RE:  Notice  of Creation of one or more Acceptances and Grant  of
     Acceptance Participations

     In  accordance  with  Section 3.6(a) of  the  Agreement,  we
hereby notify you that:

     (a)   pursuant to, and in accordance with the provisions of,
Section  3.3  of the Agreement, on _______________ (the  "Drawing
Date"), we created one or more Acceptances in the aggregate  face
amount  of $____________ for the account of the Company  maturing
on ______________;

     (b)   On  the  Drawing Date, pursuant to, and in  accordance
with,  the provisions of Section 3.6 of the Agreement we  granted
to  each  of you, and each of you accepted from us, an Acceptance
Participation  in  your  respective  Pro  Rata   Share   in   the
Administrative Agent's obligations in respect of said Acceptances
and,  when  said Acceptances are paid in full, in the  Acceptance
Commission of $_____________;

     (c)   the  aggregate amount of the respective participations
of each Bank in the foregoing are as follows:

                      Aggregate Amount of   Aggregate Amount of
                      Risk Participation     Participation in
   Name of Bank         in Acceptances     Acceptance Commission




                                    O-1





     Attached hereto is a true and complete copy of the Notice of
Drawing delivered by the Company relating to the above-referenced
Acceptance.

     Unless  otherwise  defined herein,  capitalized  terms  used
herein   have  the  meanings  assigned  to  them  in  the  Credit
Agreement.

Dated:_____________________    U.S. BANK NATIONAL ASSOCIATION
                               Administrative Agent


                               By_______________________________
                                      Authorized Signature



                               O-2



                                                        EXHIBIT P

                     [FORM OF BID LOAN NOTE]

                          BID LOAN NOTE

$_________________                              December 20, 2000

     FOR  VALUE  RECEIVED, the undersigned IBP, inc., a  Delaware
corporation (the "Company"), HEREBY PROMISES TO PAY to the  order
of  _________________("Bank"), the principal amount of  each  Bid
Loan made by the Bank to the Company under the Agreement referred
to below in accordance with the provisions of such Agreement.

     The  Company  also promises to pay interest  on  the  unpaid
principal  amount hereof from the date hereof until paid  at  the
rates  and  at the times which shall be determined in  accordance
with  the  provisions  of the Nine-Month  Credit  Agreement  (the
"Agreement")  dated as of December 20, 2000, among  the  Company,
the  banks which are from time to time parties thereto,  Bank  of
America, N.A., as Syndication Agent for such banks and U.S.  Bank
National  Association, as Administrative  Agent  for  such  banks
(together the "Administrative Agent").

     Both  the  principal of and the interest on  Bid  Loans  are
payable  in lawful money of the United States of America at  U.S.
Bank  National Association, [address, city, state  zip],  (or  at
such  other  office  of  the  Administrative  Agent  as  may   be
designated  from time to time by the Administrative  Agent),  for
the account of the Bank, in immediately available funds.

     Both  the  principal of and the interest on  Bid  Loans  are
payable  in lawful money of the United States of America  at  the
office of the Bank as from time to time specified pursuant to the
Agreement, in immediately available funds.

     The type, amounts and dates of all Bid Loans and the amounts
and  dates of all payments thereon shall be endorsed by the  Bank
or  any  subsequent  holder of this Bid Loan  Note  on  the  grid
attached hereto; provided, however, that failure to make any such
entry  shall  in no way limit or otherwise affect  the  Company's
obligations hereunder.

     In  the  event an action is commenced to enforce payment  of
this  Bid  Loan  Note, the Company agrees to  pay  all  costs  of
collection  and  enforcement of this Bid  Loan  Note,  including,
without limitation, reasonable attorneys' fees and the reasonable
allocable cost of inside counsel.

     This  Bid  Loan Note is one of the "Bid Loan Notes" referred
to  in,  and  is  subject  to the terms and  provisions  of,  the
Agreement  which,  among  other things, contains  provisions  for
acceleration of the maturity hereof upon the happening of certain
stated  events and for prepayment, from time to time, of  amounts
outstanding  under this Bid Loan Note upon certain  stated  terms
and conditions.

     Unless  otherwise  defined herein,  capitalized  terms  used
herein are used with the defined meanings given in the Agreement.



                            P-1


     This  Bid  Loan Note shall be governed by and  construed  in
accordance  with  the  internal laws of the  State  of  Illinois,
without regard to principles of conflict laws.

                                   IBP, inc.
                                   a Delaware corporation


                                   By:__________________________

                                   Name:________________________

                                   Title:_______________________




                            P-2



                     BID LOANS AND PAYMENTS
                    OF PRINCIPAL AND INTEREST


                                   Interest Amount of                     Note
      Type of  Amount of  Rate of   Period  Principle  Interest  Date of  Made
Date   Loans      Loan    Interest (if any)  Repaid      Paid   Repayment  By













                               P-3







                                             EXHIBIT Q

                     IBP, inc. Subsidiaries

IBP, inc.

State of Incorporation:  Delaware
Purpose:   To produce fresh beef and pork, and supplies  prepared
meats   and  other  consumer-ready  foods  for  the  retail   and
foodservice industries.

                      DOMESTIC CORPORATIONS

The Bruss Company

State of Incorporation:  Illinois
Purpose: Producer of high quality, portion-controlled steaks and
chops for the foodservice industry worldwide.

Columbus Ground Beef, Inc.

State of Incorporation: Delaware
Purpose: Produce ground beef in patty in bulk form.

Foodbrands America, Inc.

State of Incorporation: Delaware
Purpose:  Producer of processed foods for foodservice wholesalers
and retailers.

IBP Branded Foods, Inc.

State of Incorporation: Delaware
Purpose:  Food Production

IBP Foods, Inc.

State of Incorporation: Delaware
Purpose:  To  produce fresh beef and pork, and supplies  prepared
meats   and  other  consumer-ready  foods  for  the  retail   and
foodservice industries.

IBP Foodservice, L.L.C.

State of Incorporation: Delaware (LLC)
Purpose:  Holding  company for the shares of Foodbrands  America,



                              Q-1

Inc. stock.
IBP Foundation, Inc.

State of Incorporation: Nebraska
Purpose: Charitable.

IBP Hog Markets, Inc.

State of Incorporation: Delaware
Purpose: Hog buying operation in Midwest

IBP Hudson Enterprises, LLC

State of Incorporation:  Delaware
Purpose: Joint venture in Russia for meat processing.

IBP International, Inc.

State of Incorporation: Delaware
Purpose:   To   function  as  a   Domestic  International   Sales
Corporation (DISC) under IRS Section 992(b).  Qualified as an IRS
DISC on February 1, 1973.

IBP International, Inc. Asia

State of Incorporation: Delaware
Purpose:  To  serve as a Domestic International Sales Corporation
in Asia

IBP International, Inc. Europe

State of Incorporation: Delaware
Purpose:  To  serve as a Domestic International Sales Corporation
in Europe

Booth Creek, Inc.

State of Incorporation: Delaware
Purpose:  Management corporation.

IBP Redevelopment Corporation

State of Incorporation: Missouri
Purpose:   To   acquire,  construct,  maintain  and   operate   a
redevelopment  project  or redevelopment projects  in  accordance
with the provisions of this law.

IBP of Wisconsin, Inc.

State of Incorporation: Delaware
Purpose: To function as a packer buyer, (hog buying) in the State
of Wisconsin.



                               Q-2


IBP Service Center Corp.

State of Incorporation: Delaware
Purpose:  IBP  Service  Center corp. is  a  sales  representative
soliciting  offers  from  customers  to  buy  meat  products  and
forwarding them to manufacturer for acceptance or rejection.

ID Casing, LLC

State of Incorporation: Delaware (LLC)
Purpose:  Joint  Venture in China for the production  of  natural
casings.

Madison Foods, Inc.

State of Incorporation: Delaware
Purpose: Owns the processing facility in Norfolk, Nebraska.

PBX, inc.

State of Incorporation: Delaware
Purpose:  PBX, inc. is in the business of for-hire motor  carrier
transportation of supplies, raw materials, and finished  products
of IBP, inc. beef and pork plants.  It also has a common contract
carrier authority.

Rural Energy Systems, Inc.

State of Incorporation: Delaware
Purpose: To function as a Intra-Sate Carrier, to own pipeline  to
plants in Finney County, Kansas and Amarillo, Texas.

Supreme Processed Foods, Inc.

State of Incorporation: Delaware
Purpose:  Processor of finished pork products.

Texas Transfer, Inc.

State of Incorporation: Texas
Purpose:  To  obtain  and  use certain Texas  Railway  Commission
Transportation Authorizations.

                      FOREIGN CORPORATIONS

IBP Caribbean Inc.

State of Incorporation: Cayman Islands
Purpose: Offshore holding company.



                              Q-3


IBP Finance Company of Canada

State of Incorporation: Nova Scotia
Purpose: Canadian corporation set up for tax purposes.

IBP Foreign Sales Corporation

State of Incorporation: Guam
Purpose:  To  qualify and operate as a foreign sales  corporation
("fsc") and IRS tax savings

Lakeside Farm Industries Ltd

State of Incorporation: Alberta Canada
Purpose: Processor of beef products.

Lakeside Feeders Ltd

State of Incorporation: Alberta Canada
Purpose: Cattle feeding operation.

Mainstream Holding Limited (Hong Kong Holding Co.)

State of Incorporation:  Hong Kong
Purpose:  To hold equity investments in the Joint Venture Company

Shanghai DCH Jinshan Company Ltd

State of Incorporation:  China
Purpose:   To  increase  the  quality of  products,  develop  new
products,   gain   a  competitive  position   in   domestic   and
international  markets in terms of quality  and  price  by  using
advanced and appropriate technology and scientific operation  and
management   methods,  to  provide  financial  support,   promote
economic  efficiency  and  obtain satisfactory  profits  for  the
parties.

Shandong Sand's Food and Development Co. Ltd.

State of Incorporation: Chinese
Purpose: The Joint Venture is to be able to ship equipment, IBP
is to be able to ship IBP product (as defined in JV contract) and
Sand is to be able to ship its products (Sand product) into China
with no additional costs being charged by the Chinese government
for the equipment, IBP product or Sand product being all import,
all as more fully described in JV contract.



                                  Q-4