EXECUTION COPY






CREDIT AGREEMENT



by and among




LONE STAR INDUSTRIES, INC. 
(Borrower)



NBD BANK, N.A. (Agent)



and LENDERS (signatory hereto)










Dated as of June 30, 1997

TABLE OF CONTENTS

                                                                  Page

ARTICLE I  
DEFINITIONS.........................................................1

ARTICLE II  THE CREDITS ...........................................14


2.1..   Commitment.................................................14
2.2.    Promise to Pay; Required Payments; Termination.............15 
2.3.    Ratable Loans; Types of Advances...........................15
2.4.    Interest...................................................15
2.5.    Commitment Fee; Reductions in Aggregate Commitment.........16
2.6.    Minimum Amount of Each Advance.............................17
2.7.    Optional Principal Payments................................17
2.8.    Method of Selecting Types and Interest Periods for
           New Advances........................................... 17
2.9.    Conversion and Continuation of Outstanding Advances........17
2.10.  Changes in Interest Rate, etc...............................18
2.11.  Rates Applicable After Default..............................18
2.12.  Method of Payment...........................................19
2.13.  Notes; Telephonic Notices...................................19
2.14.  Interest Payment Dates......................................19
2.15.  Notification of Advances, Interest Rates, Prepayments and
          Commitment Reductions....................................20
2.16.  Lending Installations.......................................20
2.17.  Non-Receipt of Funds by the Agent...........................20
2.18.  Mandatory Prepayment in the Event of a Change in Control....20
2.19.  Facility LCs................................................21

ARTICLE III  CHANGE IN CIRCUMSTANCES...............................26

3.1.    Yield Protection...........................................26
3.2.    Changes in Capital Adequacy Regulations....................27
3.3.    Availability of Types of Advances..........................27
3.4.    Funding Indemnification....................................28
3.5.    Lender Statements; Survival of Indemnity...................28
3.6.    Removal of Lender..........................................28

ARTICLE IV  CONDITIONS PRECEDENT; WITHHOLDING
                       TAX EXEMPTION...............................28

4.1.    Initial Credit Extension...................................29
4.2.    Each Credit Extension......................................30
4.3.    Withholding Tax Exemption..................................30

ARTICLE V  REPRESENTATIONS AND WARRANTIES..........................31

5.1.    Corporate Existence and Standing...........................31
5.2.    Authorization and Validity.................................31
5.3.    No Conflict; Government Consent............................31
5.4.    Financial Statements.......................................32
5.5.    Material Adverse Change....................................32
5.6.    Taxes......................................................32
5.7.    Litigation and Contingent Obligations......................32
5.8.    Subsidiaries...............................................33
5.9.    ERISA......................................................33
5.10.  Accuracy of Information.....................................33
5.11.  Regulation U................................................33
5.12.  Material Agreements.........................................33
5.13.  Compliance With Laws........................................33
5.14.  Ownership of Properties.....................................33
5.15.  Plan Assets; Prohibited Transactions........................34
5.16.  Environmental Matters.......................................34
5.17.  Investment Company Act......................................34
5.18.  Public Utility Holding Company Act..........................34
5.19.  Post-Retirement Benefits....................................34
5.20.  Insurance...................................................34
5.21.  Solvency....................................................35
5.22.  Environmental Warranties....................................35

ARTICLE VI  COVENANTS..............................................37

6.1.    Financial Reporting........................................37
6.2.    Use of Proceeds............................................38
6.3.    Notice of Default..........................................39
6.4.    Conduct of Business........................................39
6.5.    Dividend Restrictions......................................39
6.6.    Taxes......................................................39
6.7.    Insurance..................................................39
6.8.    Compliance with Laws.......................................39
6.9.    Maintenance of Properties..................................39
6.10.  Inspection..................................................39
6.11.  Indebtedness................................................40
6.12.  Merger......................................................40
6.13.  Sale of Assets..............................................41
6.14.  Investments and Acquisitions................................43
6.15.  Liens.......................................................44
6.16.  ERISA.......................................................46
6.17.  Affiliates..................................................47
6.18.  Environmental Covenants.....................................47
6.19.  Sale of Accounts............................................47
6.20.  Financial Covenants.........................................47

ARTICLE VII DEFAULTS...............................................48

ARTICLE VIII  ACCELERATION, WAIVERS, AMENDMENTS
                         AND REMEDIES..............................51

8.1.    Acceleration...............................................51
8.2.    Amendments.................................................52
8.3.    Preservation of Rights.....................................53

ARTICLE IX  GENERAL PROVISIONS.....................................53

9.1.    Survival of Representations................................53
9.2.    Governmental Regulation....................................53
9.3.    Taxes......................................................54
9.4.    Headings...................................................54
9.5.    Entire Agreement...........................................54
9.6.    Several Obligations; Benefits of this Agreement............54
9.7.    Expenses; Indemnification..................................54
9.8.    Numbers of Documents.......................................55
9.9.    Accounting.................................................55
9.10.  Severability of Provisions..................................55
9.11.  Nonliability of Lenders.....................................55
9.12.  Confidentiality.............................................55
9.13.  Nonreliance.................................................55

ARTICLE X  THE AGENT...............................................56

10.1.    Appointment; Nature of Relationship.......................56
10.2.    Powers....................................................56
10.3.    General Immunity..........................................56
10.4.    No Responsibility for Loans, Recitals, etc................56
10.5.    Action on Instructions of Lenders.........................57
10.6.    Employment of Agents and Counsel..........................57
10.7.    Reliance on Documents; Counsel............................57
10.8.    Agent's Reimbursement and Indemnification.................57
10.9.    Notice of Default.........................................58
10.10.  Rights as a Lender.........................................58
10.11.  Lender Credit Decision.....................................58
10.12.  Successor Agent............................................58
10.13.  Agent's Fee................................................59

ARTICLE XI  SETOFF; RATABLE PAYMENTS...............................59

11.1.    Setoff....................................................59
11.2.    Ratable Payments..........................................59

ARTICLE XII  BENEFIT OF AGREEMENT; ASSIGNMENTS;
                          PARTICIPATION............................60

12.1.    Successors and Assigns....................................60
12.2.    Participation.............................................60
12.3.    Assignments...............................................61
12.4.    Dissemination of Information..............................62
12.5.    Tax Treatment.............................................62

ARTICLE XIII  NOTICES..............................................62

13.1.    Notices...................................................62
13.2.    Change of Address.........................................62

ARTICLE XIV  COUNTERPARTS..........................................63

ARTICLE XV  CHOICE OF LAW, CONSENT TO JURISDICTION,
                         WAIVER OF JURY TRIAL......................63

15.1.    CHOICE OF LAW.............................................63
15.2.    CONSENT TO JURISDICTION...................................63
15.3.    WAIVER OF JURY TRIAL......................................63




CREDIT AGREEMENT


	This Agreement, dated as of June 30, 1997, is among Lone Star 
Industries, Inc., the Lenders and NBD Bank, N.A., as Agent.  The 
parties hereto agree as follows:


ARTICLE I

DEFINITIONS

	As used in this Agreement:

	"Acquisition" means any transaction, or any series of related 
transactions, consummated on or after the date of this Agreement, by 
which the Borrower or any of its Subsidiaries (i) acquires any going 
business or all or substantially all of the assets of any firm, corporation, 
limited liability company, limited liability partnership, limited 
partnership, partnership, entity, trust, association, joint venture or other 
business organization, or division thereof, whether through purchase of 
assets, merger or otherwise or (ii) directly or indirectly acquires (in one 
transaction or as the most recent transaction in a series of transactions) 
at least a majority (in number of votes) of the securities of a corporation 
which have ordinary voting power for the election of directors (other 
than securities having such power only by reason of the happening of a 
contingency) or a majority (by percentage or voting power) of the 
outstanding ownership  interests of a limited liability company, limited 
liability partnership, limited partnership, partnership, entity, trust, 
association, joint venture or other business organization.

	"Advance" means a borrowing hereunder (or conversion or 
continuation thereof) consisting of the aggregate amount of the several 
Loans made on the same Borrowing Date (or date of conversion or 
continuation) by the Lenders to the Borrower of the same Type and, in 
the case of Fixed Rate Advances, for the same Interest Period.

	"Affiliate" of any Person means any other Person directly or 
indirectly controlling, controlled by or under common control with such 
Person.  A Person shall be deemed to control another Person if the 
controlling Person owns 10% or more of any class of voting securities 
(or other ownership interests) of the controlled Person or possesses, 
directly or indirectly, the power to direct or cause the direction of the 
management or policies of the controlled Person, whether through 
ownership of stock, by contract or otherwise.

	"Agent" means NBD Bank, N.A. in its capacity as agent for the 
Lenders pursuant to Article X, and not in its individual capacity as a 
Lender, and any successor Agent appointed pursuant to Article X.

	"Aggregate Commitment" means the aggregate of the 
Commitments of all the Lenders, as reduced from time to time pursuant 
to the terms hereof.

	"Aggregate Outstanding LC Exposure" means, as of any day, 
the aggregate of the Outstanding LC Exposure of all the Lenders.

	"Aggregate Outstanding Credit Exposure" means, as of any day, 
the aggregate of the Outstanding Credit Exposure of all the Lenders.

	"Agreement" means this credit agreement, as it may be amended 
or modified and in effect from time to time.

	"Agreement Accounting Principles" means generally accepted 
accounting principles as in effect from time to time, applied in a manner 
consistent with that used in preparing the financial statements referred 
to in Section 5.4.

	"Alternate Base Rate" means, for any day, a rate of interest per 
annum equal to the higher of (i) the Prime Rate for such day and (ii) the 
sum of Federal Funds Effective Rate for such day plus 1/2% per annum.

	"Applicable Commitment Fee Percentage" is defined in Section 
2.5.

	"Applicable Margin" is defined in Section 2.4.

	"Article" means an article of this Agreement unless another 
document is specifically referenced.

	"Attributable Debt" means, as to any particular lease relating to 
a Sale and Leaseback Transaction, the total amount of Rentals 
(discounted semiannually from the respective due dates thereof in 
accordance with generally accepted financial practice at the interest rate 
implicit in such lease if known or, if not known, 10% per annum) 
required to be paid by the lessee under such lease during the remaining 
term thereof.

	"Authorized Officer" means the Vice President, Chief Financial 
Officer, Controller and Treasurer of Borrower, or the Chairman, 
President or any Vice President of the Borrower, acting singly.

	"Available Aggregate Commitment" means, for any day, the 
Aggregate Commitment then in effect minus the sum of (i)the aggregate 
principal amount of the outstanding Advances and (ii)the Aggregate 
Outstanding LC Exposure.

	"Base Tangible Net Worth" is defined in Section6.20.

	"Basis Point," "basis point" or "bp" means one one-hundredth 
(1/100) of one percent.

	"Borrower" means Lone Star Industries, Inc., a Delaware 
corporation, and its successors and assigns.

	"Borrowing Date" means a date on which an Advance is made 
hereunder.

	"Borrowing Notice" is defined in Section 2.8.

	"Business Day" means (i) with respect to any borrowing, 
payment or rate selection of Eurodollar Advances, a day (other than a 
Saturday or Sunday) on which banks generally are open in Chicago and 
New York for the conduct of substantially all of their commercial 
lending activities and on which dealings in United States dollars are 
carried on in the London interbank market and (ii) for all other 
purposes, a day (other than a Saturday or Sunday) on which banks 
generally are open in Chicago for the conduct of substantially all of their 
commercial lending activities.

	"Capitalized Lease" of a Person means any lease of Property by 
such Person as lessee which would be capitalized on a balance sheet of 
such Person prepared in accordance with Agreement Accounting 
Principles.

	"Capitalized Lease Obligations" of a Person means the amount 
of the obligations of such Person under Capitalized Leases which would 
be shown as a liability on a balance sheet of such Person prepared in 
accordance with Agreement Accounting Principles.

	"CERCLA" means the Comprehensive Environmental Response, 
Compensation and Liability Act of 1980, as amended.

	"CERCLIS" means the Comprehensive Environmental Response 
Compensation Liability Information System List.

	"Change in Control" means such time as:

	(a) a "person" or "group" (within the meaning of Sections 13(d) 
and 14(d)(2) of the Securities Exchange Act of 1934, as amended 
("Exchange Act")) (i) becomes the "beneficial owner" (as defined in 
Rule 13d-3 under the Exchange Act) of more than 45% of the total then 
outstanding voting power of the capital stock of the Borrower, (ii) has 
the right or the ability by voting right, contract or otherwise to elect or 
designate for election a majority of the entire board of directors of the 
Borrower or (iii) acquires all or substantially all of the properties or 
assets of the Borrower; or

	(b) during any period of 24 consecutive months, individuals who 
at the beginning of such period constituted the board of directors of the 
Borrower (together with any new directors whose election by such 
board of directors, or whose nomination for election by such board of 
directors, or whose nomination for election by the shareholders of the 
Borrower, as the case may be, was approved by a vote of 66 2/3% of 
the directors then still in office who were either directors at the 
beginning of such period or whose election or nomination for election 
was previously so approved) cease for any reason (other than death or 
disability) to constitute a majority of the board of directors of the 
Borrower then in office.

	"Change" is defined in Section3.2.

	"Change in Control Notice" is defined in Section 2.18.

	"Code" means the Internal Revenue Code of 1986, as amended, 
reformed or otherwise modified from time to time.
	"Commitment" means, for each Lender, the obligation of such 
Lender to make Loans not exceeding the amount set forth opposite its 
signature below or as set forth in any Notice of Assignment relating to 
any assignment that has become effective pursuant to Section 12.3(b), 
as such amount may be modified from time to time pursuant to the 
terms hereof.

	"Commitment Fee" is defined in Section 2.5.

	"Condemnation" is defined in Section 7.8.

	"Consolidated Assets" means all assets shown on a consolidated 
balance sheet of the Borrower and its Subsidiaries prepared in 
accordance with Agreement Accounting Principals.

	"Consolidated Fixed Charges" means, for any period, without 
duplication, the sum of the amounts for such period of (i)Consolidated 
Interest Expense, and (ii)Rentals of the Borrower and its Subsidiaries on 
a consolidated basis, all as determined on a consolidated basis for the 
Borrower and its Subsidiaries in conformity with Agreement 
Accounting Principles.

	"Consolidated Income Before Interest and Taxes" means, for 
any period, the sum of (i) earnings before income taxes for such period, 
plus (ii) interest expense for such period, less (iii) equity earnings of 
unconsolidated Subsidiaries of the Borrower for such period, 
determined on a consolidated basis for the Borrower and its Subsidiaries 
in accordance with Agreement Accounting Principles.

	"Consolidated Interest Expense" means, for any period, total 
interest expense, whether paid or accrued, in accordance with 
Agreement Accounting Principles (including that attributable to 
Capitalized Leases and amortization of debt discount) of the Borrower 
and its subsidiaries on a consolidated basis.

	"Consolidated Net Income" means, for any period, the net 
income (or loss) of the Borrower and its Subsidiaries on a consolidated 
basis for such period taken as a single accounting period determined in 
conformity with Agreement Accounting Principles; provided that there 
shall be excluded (i) the income (or loss) of any Affiliate of the 
Borrower or other Person (other than a Subsidiary of the Borrower) in 
which any Person (other than the Borrower or any of its Subsidiaries) 
has a joint interest, except to the extent of the amount of dividends or 
other distributions actually paid to the Borrower, or any of its 
Subsidiaries, by such Affiliate or other Person during such period, (ii) 
the income (or loss) of any Person accrued prior to the date it becomes 
a Subsidiary of the Borrower or is merged into or consolidated with the 
Borrower or any of its Subsidiaries or that Person's assets are acquired 
by the Borrower or any of its Subsidiaries, and (iii) the income of any 
Subsidiary to the extent that the declaration or payment of dividends or 
similar distributions by that Subsidiary of that income is not at the time 
permitted by operation of the terms of its charter or any agreement, 
instrument, judgment, decree, order, statute, rule or governmental 
regulation applicable to that Subsidiary.

	"Contingent Obligation" of a Person means any agreement, 
undertaking or arrangement by which such Person assumes, guarantees, 
endorses, contingently agrees to purchase or provide funds for the 
payment of, or otherwise becomes or is contingently liable upon, the 
obligation or liability of any other Person, or agrees to maintain the net 
worth or working capital or other financial condition of any other 
Person, or otherwise assures any creditor of such other Person against 
loss (including, without limitation, any comfort letter, operating 
agreement or take-or-pay contract).

	"Conversion/Continuation Notice" is defined in Section 2.9.

	"Controlled Group" means all members of a controlled group of 
corporations and all trades or businesses (whether or not incorporated) 
under common control which, together with the Borrower or any of its 
Subsidiaries, are treated as a single employer under Section 414 of the 
Code.

	"Credit Extension" means either the making of an Advance or 
the issuance of a Facility LC hereunder.

	"Credit Extension Date" means the Borrowing Date for an 
Advance or the issuance date for a Facility LC.

	"Default" means an event described in Article VII.

	"Environmental Laws" means all applicable federal, state or local 
statutes, laws, ordinances, codes, rules, regulations and guidelines 
(including consent decrees and administrative orders) relating to public 
health and safety and protection of the environment.

	"ERISA" means the Employee Retirement Income Security Act 
of 1974, as amended from time to time including (unless the context 
otherwise requires) any rules or regulations promulgated thereunder.

	"ERISA Affiliate" means any corporation or trade or business 
which is a member of the same Controlled Group as the Borrower, 
including without limitation members of the same controlled group of 
corporations (within the meaning of Section 414(b) of the Code) as the 
Borrower and all trades or businesses (whether or not incorporated) 
under common control (within the meaning of Section 414(c) of the 
Code) with the Borrower.

	"Eurodollar Advance" means an Advance which bears interest at 
a Eurodollar Rate.

	"Eurodollar Base Rate" means, with respect to a Eurodollar 
Advance for the relevant Eurodollar Interest Period, the rate determined 
by the Agent to be the arithmetic average of the rates reported to the 
Agent by each Reference Bank as the rate at which each Reference 
Bank offers to place deposits in U.S. dollars with first-class banks in the 
London interbank market at approximately 11:00 a.m. (London time) 
three Business Days prior to the first day of such Eurodollar Interest 
Period, in the approximate amount of such Reference Bank's relevant 
Eurodollar Loan and having a maturity approximately equal to such 
Eurodollar Interest Period.  If any Reference Bank fails to provide such 
quotation to the Agent, then the Agent shall determine the Eurodollar 
Base Rate on the basis of the quotations of the remaining Reference 
Bank(s).

	"Eurodollar Interest Period" means, with respect to a Eurodollar 
Advance, a period of one, two, three or six months commencing on a 
Business Day selected by the Borrower pursuant to this Agreement.  
Such Eurodollar Interest Period shall end on the day which corresponds 
numerically to such date one, two, three or six months thereafter, 
provided, however, that if there is no such numerically corresponding 
day in such next, second, third or sixth succeeding month, such 
Eurodollar Interest Period shall end on the last Business Day of such 
next, second, third or sixth succeeding month.  If a Eurodollar Interest 
Period would otherwise end on a day which is not a Business Day, such 
Eurodollar Interest Period shall end on the next succeeding Business 
Day, provided, however, that if said next succeeding Business Day falls 
in a new calendar month, such Eurodollar Interest Period shall end on 
the immediately preceding Business Day.

	"Eurodollar Loan" means a Loan which bears interest at a 
Eurodollar Rate.

	"Eurodollar Rate" means, with respect to a Eurodollar Advance 
for the relevant Eurodollar Interest Period, the sum of (i) the quotient of 
(a) the Eurodollar Base Rate applicable to such Eurodollar Interest 
Period, divided by (b) one minus the Reserve Requirement (expressed as 
a decimal) applicable to such Eurodollar Interest Period, plus (ii) the 
Applicable Margin.  The Eurodollar Rate shall be rounded to the next 
higher multiple of 1/16 of 1% if the rate is not such a multiple.

	"Existing LC" means the Letter of Credit issued by NBD Bank, 
N.A. for the benefit of Koch Carbon, Inc. in the amount of $648,725 on 
March19, 1997.

	"Facility LC" is defined in Section2.19(a).

	"Facility LC Application Agreement" means each and every 
application agreement or other instrument or agreement requested by 
the LC Issuer pursuant to Section2.19(c).

	"Facility Termination Date" means April30, 2002 or any earlier 
date on which the Aggregate Commitment is reduced to zero or 
otherwise terminated pursuant to the terms hereof.

	"Federal Funds Effective Rate" means, for any day, an interest 
rate per annum equal to the weighted average of the rates on overnight 
Federal funds transactions with members of the Federal Reserve System 
arranged by Federal funds brokers on such day, as published for such 
day (or, if such day is not a Business Day, for the immediately preceding 
Business Day) by the Federal Reserve Bank of New York, or, if such 
rate is not so published for any day which is a Business Day, the average 
of the quotations at approximately 10:00 a.m. (Chicago time) on such 
day on such transactions received by the Agent from three Federal funds 
brokers of recognized standing selected by the Agent in its sole 
discretion.

	"Financial Contract" of a Person means (i)any exchange-traded 
or over-the-counter futures, forward, swap or option contract or other 
financial instrument with similar characteristics, or (ii)any agreements, 
devices or arrangements providing for payments related to fluctuations 
of interest rates, exchange rates or forward rates, including, but not 
limited to, interest rate exchange agreements, forward currency 
exchange agreements, interest rate cap or collar protection agreements, 
forward rate currency or interest rate options.

	"First Chicago" means The First National Bank of Chicago in its 
individual capacity, and its successors.

	"Fixed Charge Coverage Ratio" means, for any period, the ratio 
of (i) Consolidated Income Before Interest and Taxes, plus Rentals for 
such period of the Borrower and its Subsidiaries on a consolidated basis 
to (ii) Consolidated Fixed Charges.

	"Fixed Rate" means the Eurodollar Rate.

	"Fixed Rate Advance" means an Advance which bears interest at 
a Fixed Rate.

	"Fixed Rate Loan" means a Loan which bears interest at a Fixed 
Rate.

	"Floating Rate" means, for any day, a rate per annum equal to 
the Alternate Base Rate for such day in each case changing when and as 
the Alternate Base Rate changes.

	"Floating Rate Advance" means an Advance which bears interest 
at the Floating Rate.

	"Floating Rate Loan" means a Loan which bears interest at the 
Floating Rate.

	"Guarantor" means New York Trap Rock Corporation, and its 
successors and assigns.

	"Guaranty" means that certain Subsidiary Guaranty dated as of 
June30, 1997, executed by the Guarantor in favor of the Agent, for the 
ratable benefit of the Lenders, as it may be amended or modified and in 
effect from time to time.

	"Hazardous Material" means (i) any "hazardous substance", as 
defined by CERCLA; (ii) any "hazardous waste", as defined by the 
Resource Conservation and Recovery Act, as amended; (iii) any 
petroleum product; or (iv) any pollutant or contaminant or hazardous, 
dangerous or toxic chemical, material or substance within the meaning 
of any other federal, state or local law, regulation, ordinance or 
requirement (including consent decrees and administrative orders) 
relating to or imposing liability or standards of conduct concerning any 
hazardous, toxic or dangerous waste, substance or material, all as 
amended or hereafter amended.

	"Indebtedness" of a Person means, without duplication, such 
Person's (i) obligations for borrowed money or its mandatory purchase, 
redemption or other retirement obligations in respect of mandatorily 
redeemable Preferred Stock, (ii)obligations representing the deferred 
purchase price of Property or services (other than accounts payable 
arising in the ordinary course of such Person's business payable on terms 
customary in the trade, but including all liabilities created or arising 
under any conditional sale or other title retention agreement with 
respect to such property), (iii) obligations, whether or not assumed, 
secured by any Lien with respect to any property owned by such Person 
(whether or not it has assumed or become liable for such obligations) or 
payable out of the proceeds or production from property now or 
hereafter owned or acquired by such Person, (iv) obligations which are 
evidenced by notes, acceptances, or other instruments, (v) Contingent 
Obligations,(vi)obligations in respect of Letters of Credit (whether or 
not representing obligations for borrowed money), (vii)Rate Hedging 
Obligations and (viii)Capitalized Lease Obligations.  Indebtedness of 
any Person shall include all obligations of the character described in 
clauses (i) through (viii) above, notwithstanding that any such obligation 
is deemed to be extinguished under Agreement Accounting Principles if 
such Person remains legally liable in respect thereof.

	"Intangible Assets" is defined in the definition of "Tangible Net 
Worth" in this Article I.

	"Interest Period" means a Eurodollar Interest Period.

	"Investment" of a Person means any loan, advance (other than 
commission, travel and similar advances to officers and employees made 
in the ordinary course of business), extension of credit (other than 
accounts receivable arising in the ordinary course of business on terms 
customary in the trade) or contribution of capital by such Person or 
payment by such Person in redemption of or to repurchase equity in 
another Person, including without limitation, stock or warrants of the 
other Person; stocks, bonds, mutual funds, partnership interests, notes, 
debentures or other securities owned by such Person; any deposit 
accounts and certificate of deposit owned by such Person; and 
structured notes, derivative financial instruments and other similar 
instruments  or contracts owned by  such Person.

	"LC Base Amount" is defined in Section 2.19(d).

	"LC Issuer" means (i)NBD in its capacity as LC Issuer 
hereunder with respect to each Facility LC issued by NBD and (ii)any 
Lender (other than NBD) in its capacity as LC Issuer hereunder with 
respect to any and all Facility LCs issued by such Lender in its sole 
discretion upon the Borrower's request.  All references contained in this 
Agreement and the other Loan Documents to the "LC Issuer" shall be 
deemed to apply equally to each of the institutions referred to in clauses 
(i) and (ii) of this definition in their respective capacities as LC Issuer of 
any and all Facility LCs issued by each such institution.

	"LC Obligations" means, at any time, the sum, without 
duplication, of (i)the aggregate amount available for drawing under all 
Facility LCs outstanding at such time plus (ii)the aggregate unpaid 
amount at such time of all Reimbursement Obligations in respect of 
previous drawings made under Facility LCs.

	"LC Payment Date" is defined in Section2.19(e).

	"Lenders" means the lending institutions listed on the signature 
pages of this Agreement and their respective successors and assigns.

	"Lending Installation" means, with respect to a Lender or the 
Agent, any office, branch, subsidiary or affiliate of such Lender or the 
Agent.

	"Letter of Credit" of a Person means a letter of credit or similar 
instrument which is issued upon the application of such Person or upon 
which such Person is an account party or for which such Person is in 
any way liable.

	"Leverage Ratio" means the ratio of Total Debt to Total 
Capitalization.

	"Lien" means any lien (statutory or other), mortgage, pledge, 
hypothecation, assignment, deposit arrangement, encumbrance or 
preference, priority or other security agreement or preferential 
arrangement of any kind or nature whatsoever (including, without 
limitation, the interest of a vendor or lessor under any conditional sale, 
Capitalized Lease or other title retention agreement).

	"Loan" means, with respect to a Lender, such Lender's loan 
made pursuant to Article II (or any conversion or continuation thereof).

	"Loan Documents" means this Agreement and the Notes, any 
and all Facility LC Application Agreements, the Guaranty and the other 
documents and agreements contemplated hereby and now or hereafter 
executed by the Borrower (or in the case of the Guaranty, by the 
Guarantor) in favor of the Agent or any Lender.

	"Material Adverse Effect" means a material adverse effect on (i) 
the business, Property, condition (financial or otherwise), results of 
operations, or prospects of the Borrower and its Subsidiaries taken as a 
whole, (ii) the ability of the Borrower to perform its obligations under 
the Loan Documents, or (iii) the validity or enforceability of any of the 
Loan Documents or the rights or remedies of the Agent or the Lenders 
thereunder.

	"Material Plan" shall mean a Plan or Plans the aggregate 
Unfunded Vested Liabilities of which exceeds five percent (5%) of 
Tangible Net Worth.

	"Multiemployer Plan" means a Plan maintained pursuant to a 
collective bargaining agreement or any other arrangement to which the 
Borrower or any ERISA Affiliate is a party to which more than one 
employer is obligated to make contributions.

	"NBD" means NBD Bank, N.A. in its individual capacity, and its 
successors.

	"Note" means a promissory note, in substantially the form of 
Exhibit "A" hereto, duly executed by the Borrower and payable to the 
order of a Lender in the amount of its Commitment, including any 
amendment, modification, renewal or replacement of such promissory 
note.

	"Notice of Assignment" is defined in Section 12.3(b).

	"Obligations" means all unpaid principal of and accrued and 
unpaid interest on the Notes, all LC Obligations, all accrued and unpaid 
fees and all expenses, reimbursements, indemnities and other obligations 
of the Borrower to the Lenders or to any Lender, the LC Issuer, the 
Agent or any indemnified party hereunder arising under the Loan 
Documents.

	"Outstanding Credit Exposure" means, as to any Lender at any 
time, the sum of (i) the aggregate principal amount of its Loans 
outstanding at such time, plus (ii) its Outstanding LC Exposure at such 
time.

	"Outstanding LC Exposure" means, as to any Lender at any 
time, an amount equal to its Percentage of the LC Obligations at such 
time.

	"Participants" is defined in Section 12.2(a).

	"Payment Date" means the last day of each March, June, 
September and December.

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

	"Percentage" means, with respect to each Lender, the percentage 
that such Lender's Commitment constitutes of the Aggregate 
Commitment.

	"Person" means any natural person, corporation, firm, joint 
venture, partnership, association, enterprise, trust or other entity or 
organization, or any government or political subdivision or any agency, 
department or instrumentality thereof.

	"Plan" means any employee pension benefit plan established or 
maintained, or to which contributions have been made, by the Borrower 
or any ERISA Affiliate for its employees and covered by Title IV of 
ERISA or to which Section 412 of the Code applies.

	"Preferred Stock," as applied to any corporation, means shares 
of such corporation that shall be entitled to preference or priority over 
any other shares of such corporation in respect of either the payment of 
dividends or the distribution of assets upon liquidation, or both.

	"Prime Rate" means a rate per annum equal to the prime rate of 
interest announced by NBD from time to time, changing when and as 
said rate changes.

	"Priority Debt" is defined in Section6.11(b).

	"Property" of a Person means any and all property, whether real, 
personal, tangible, intangible, or mixed, of such Person, or other assets 
owned, leased or operated by such Person.

	"Purchasers" is defined in Section 12.3(a).

	"Rate Hedging Agreement" means an agreement, device or 
arrangement providing for payments which are related to fluctuations of 
interest rates, exchange rates or forward rates, including, but not limited 
to, dollar-denominated or cross-currency interest rate exchange 
agreements, forward currency exchange agreements, interest rate cap or 
collar protection agreements, forward rate currency or interest rate 
options, puts and warrants.

	"Rate Hedging Obligations" of a Person means any and all 
obligations of such Person, whether absolute or contingent and 
howsoever and whensoever created, arising, evidenced or acquired 
(including all renewals, extensions and modifications thereof and 
substitutions therefor), under (i) any and all Rate Hedging Agreements, 
and (ii) any and all cancellations, buy backs, reversals, terminations or 
assignments of any Rate Hedging Agreement.
	"Reference Banks" means NBD and First Chicago.

	"Regulation D" means Regulation D of the Board of Governors 
of the Federal Reserve System as from time to time in effect and any 
successor thereto or other regulation or official interpretation of said 
Board of Governors relating to reserve requirements applicable to 
member banks of the Federal Reserve System.

	"Regulation U" means Regulation U of the Board of Governors 
of the Federal Reserve System as from time to time in effect and any 
successor or other regulation or official interpretation of said Board of 
Governors relating to the extension of credit by banks for the purpose of 
purchasing or carrying margin stocks applicable to member banks of the 
Federal Reserve System.

	"Reimbursement Obligations" means, at any time, the aggregate 
of all obligations of the Borrower then outstanding under Section2.19 to 
reimburse the LC Issuer for amounts paid by the LC Issuer in respect of 
any one or more drawings under Facility LC's, including interest and all 
applicable fees, charges and expenses.

	"Release" means a "release", as such term is defined in 
CERCLA.

	"Rentals" of a Person means the aggregate fixed amounts 
payable by such Person under any lease of Property (other than a 
Capitalized Lease) having an original term (including any required 
renewals or any renewals at the option of the lessor or lessee) of one 
year or more.

	"Reportable Event" means any reportable event, as defined in 
Section 4043(c) of ERISA and the regulations issued under such 
Section, with respect to a Plan, as to which the PBGC has not by 
regulation waived the requirement of Section 4043(a) of ERISA that it 
be notified within thirty (30) days of the occurrence of such event 
(provided that a failure to meet the minimum funding standard of 
Section 412 of the Code and of Section 302 of ERISA shall be a 
reportable event regardless of the issuance of any waivers in accordance 
with either Section412(d) of the Code or Section 4043(a) of ERISA).

	"Required Lenders" means Lenders in the aggregate having at 
least 66 % of the Aggregate Commitment or, if the Aggregate 
Commitment has been terminated, Lenders in the aggregate holding at 
least 66 % of the aggregate unpaid principal amount of the outstanding 
Advances.

	"Reserve Requirement" means, with respect to a Eurodollar 
Interest Period, the maximum aggregate reserve requirement (including 
all basic, supplemental, marginal and other reserves) which is imposed 
under Regulation D on Eurocurrency liabilities.

	"Sale and Leaseback Transaction" means any sale or other 
transfer of Property by any Person with the intent to lease such 
Property, directly or by an Affiliate, as lessee.

	"Section" means a numbered section of this Agreement, unless 
another document is specifically referenced.

	"Significant Subsidiary" means, at any date, any Subsidiary of 
the Borrower the assets of which have a book value of more than 
$1,000,000 (as reflected in the Borrower's most recently audited 
consolidated balance sheet).

	"Single Employer Plan" means a Plan maintained by the 
Borrower or any member of the Controlled Group for employees of the 
Borrower or any member of the Controlled Group.

	"Subordinated Indebtedness" of a Person means any 
Indebtedness of such Person the payment of which is subordinated to 
payment of the Obligations to the written satisfaction of the Required 
Lenders.

	"Subsidiary" of a Person means (i) any corporation more than 
50% of the outstanding securities having ordinary voting power of 
which shall at the time be owned or controlled, directly or indirectly, by 
such Person or by one or more of its Subsidiaries or by such Person and 
one or more of its Subsidiaries, or (ii) any firm, limited liability 
partnership, limited partnership, partnership, limited liability company, 
entity, trust, association, joint venture or business organization more 
than 50% of the ownership interests having ordinary voting power of 
which shall at the time be so owned or controlled.  Unless otherwise 
expressly provided, all references herein to a "Subsidiary" shall mean a 
Subsidiary of the Borrower.

	"Substantial Portion" means, with respect to the Property of the 
Borrower and its Subsidiaries, the book value of Property which (i)for 
purposes of the twelve-month period referred to in Section6.13(b)(i), 
represents more than 10% of the Consolidated Assets of the Borrower 
and its Subsidiaries as would be shown in the consolidated financial 
statements of the Borrower and its Subsidiaries as at the beginning of 
the twelve-month period ending with the month in which such 
determination is made, or (ii)for purposes of Section6.13(b)(ii), 
represents more than 25% of the Consolidated Assets of the Borrower 
and its Subsidiaries as would be shown in the consolidated financial 
statements of the Borrower and its Subsidiaries as of December31, 
1996.

	"Tangible Net Worth" means at any date the consolidated 
stockholders' equity (net of treasury stock) of the Borrower and its 
Subsidiaries determined quarterly in accordance with Agreement 
Accounting Principles, less consolidated Intangible Assets of the 
Borrower and its Subsidiaries, all determined as of such date.  For 
purposes of this definition "Intangible Assets" means the amount (to the 
extent reflected in determining such consolidated stockholders' equity) 
of (i)all write-ups (other than increases in deferred tax assets, write-ups 
resulting from foreign currency translations and write-ups of assets of a 
going concern business made within twelve months after the acquisition 
of such business, subsequent to December31, 1996) in the book value of 
any asset owned by the Borrower or a Subsidiary, (ii)all investments in 
unconsolidated Subsidiaries, and (iii)all unamortized debt discount and 
expense, unamortized deferred charges (except for deferred stripping), 
goodwill, patents, trademarks, service marks, trade names, copyrights, 
organization or developmental expenses and other intangible items.

	"Termination Event" means any event or condition which 
constitutes grounds under Section 4042 of ERISA for the termination 
of, or for the appointment of a trustee to administer, any Plan or receipt 
of notice from the respective Plan sponsor of the complete or partial 
withdrawal pursuant to Subtitle E of Title IV of ERISA by the 
Borrower or any ERISA Affiliate from any Plan to which the Borrower 
or such ERISA Affiliate contributes.

	"Total Capitalization" means the sum of Tangible Net Worth and 
Total Debt.

	"Total Debt" means the sum of all Indebtedness of the Borrower 
and its Subsidiaries on a consolidated basis.

	"Transaction Documents" means, collectively, the Loan 
Documents and any other documents contemplated hereby.

	"Transferee" is defined in Section 12.4.

	"Type" means, with respect to any Advance, its nature as a 
Floating Rate Advance or Eurodollar Advance.

	"Unfunded Liabilities" means the amount (if any) by which the 
present value of all vested and unvested accrued benefits under all 
Single Employer Plans exceeds the fair market value of all such Plan 
assets allocable to such benefits, all determined as of the then most 
recent valuation date for such Plans using PBGC actuarial assumptions 
for single employer plan terminations.

	"Unfunded Vested Liabilities" means the amount (if any) by 
which (i) the actuarial present value of accumulated Plan benefits which 
are vested under all Plans exceeds (ii) such Plans' net assets available for 
benefits (all as determined in accordance with Financial Accounting 
Standards Board Statement No. 87 as in effect on the date hereof and as 
determined in connection with the filing of the Borrower's most recent 
Annual Report on Form 10-K) but only to the extent such excess would, 
if such Plans were to terminate as of such date, represent a liability of 
the Borrower or any ERISA Affiliate to the PBGC under Title IV of 
ERISA.  In each case the foregoing determination shall be made as of 
the most recent date prior to the filing of said Annual Report as of 
which such actuarial present value of accumulated Plan benefits is 
determined.

	"Unmatured Default" means an event which but for the lapse of 
time or the giving of notice, or both, would constitute a Default.

	"Wholly-Owned Subsidiary" of a Person means (i) any 
Subsidiary all of the outstanding voting securities of which (other than 
directors' qualifying shares) shall at the time be owned or controlled, 
directly or indirectly, by such Person or one or more Wholly-Owned 
Subsidiaries of such Person, or by such Person and one or more Wholly-
Owned Subsidiaries of such Person, or (ii) any partnership, limited 
liability company, association, joint venture or similar business 
organization 100% of the ownership interests having ordinary voting 
power of which shall at the time be so owned or controlled.

	The foregoing definitions shall be equally applicable to both the 
singular and plural forms of the defined terms.

ARTICLE II 

THE CREDITS

2.1	  Commitment.  From and including the date of this Agreement 
and prior to the Facility Termination Date, each Lender severally agrees, 
on the terms and conditions set forth in this Agreement, to make Loans 
to the Borrower from time to time; provided that upon giving effect to 
each such Loan, the sum of (i)the aggregate amount of all Loans made 
by each Lender plus (ii)such Lender's Outstanding LC Exposure, shall 
not exceed such Lender's Commitment.  No Lender shall have any 
obligation with respect to any other Lender's Commitment.  Subject to 
the terms of this Agreement, the Borrower may borrow, repay and 
reborrow at any time prior to the Facility Termination Date.  The 
Commitments to lend hereunder shall expire on the Facility Termination 
Date.

2.2	  Promise to Pay; Required Payments; Termination.  The 
Borrower unconditionally promises to pay when due the principal 
amount of each Loan and all other Obligations incurred by it, and to pay 
all unpaid interest accrued thereon, in accordance with the terms of this 
Agreement and the Note.  Any outstanding Advances and all other 
unpaid Obligations shall be paid in full by the Borrower on the Facility 
Termination Date, in addition to any and all dates required payments are 
due pursuant to this Agreement. 

2.3	  Ratable Loans; Types of Advances.  Each Advance hereunder 
shall consist of Loans made from the several Lenders ratably in 
proportion to the ratio that their respective Commitments bear to the 
Aggregate Commitment.  The Advances may be Floating Rate 
Advances or Eurodollar Advances, or a combination thereof, selected 
by the Borrower in accordance with Sections 2.8 and 2.9.  All 
Obligations shall rank at least pari passu with the 7.31% Senior Notes 
due 2007, dated as of March 10, 1997.

2.4	  Interest.  Borrower shall pay interest on each Advance at the 
Fixed Rate or the Floating Rate, depending on whether the Advance is a 
Floating Rate Advance or a Eurodollar Advance, or a combination 
thereof, as determined for each such Advance in accordance with this 
Agreement, on the terms and conditions set forth in this Agreement.

	The "Applicable Margin" for purposes of calculating the 
Eurodollar Rate shall vary depending on the Leverage Ratio.  The 
Applicable Margin, for purposes of calculating the Eurodollar Rate for 
Eurodollar Advances, shall equal:

	(a)	.375% (37.5 basis points) if the Leverage Ratio is less 
than or equal to 20% (Level I);

	(b)	.45% (45 basis points) if the Leverage Ratio is less than 
or equal to 30%, but in excess of 20% (Level II);

	(c)	.625% (62.5 basis points) if the Leverage Ratio is less 
than or equal to 40%, but in excess of 30% (Level III); 
and
	
	(d)	.75% (75 basis points) if the Leverage Ratio is in excess 
of 40% (Level IV).

The Leverage Ratio shall be determined from the financial statements 
delivered by the Borrower pursuant to Section 6.1(a) and (b).  The 
adjustment, if any, to the Applicable Margin shall be effective as of the 
first day of the first fiscal quarter beginning after the quarter in which 
Borrower's quarterly financial statements have been received pursuant 
to Section 6.1(b).  Until adjusted pursuant to the provisions hereof, the 
Applicable Margin shall be .45% (45 basis points).

2.5	  Commitment Fee; Reductions in Aggregate Commitment.  The 
Borrower agrees to pay to the Agent for the account of each Lender a 
commitment fee ("Commitment Fee") equal to the Applicable 
Commitment Fee Percentage per annum, as set forth below, on the daily 
amount of the unborrowed portion of such Lender's Commitment, from 
the date hereof to and including the Facility Termination Date, payable 
for the immediately preceding fiscal quarter on each Payment Date 
hereafter and on the Facility Termination Date.  The Applicable 
Commitment Fee Percentage shall equal:  (i).125% (12.5 basis points) if 
the Leverage Ratio is less than or equal to 20% (Level I); (ii).15% (15 
basis points) if the Leverage Ratio is less than or equal to 30%, but in 
excess of 20% (Level II); (iii).20% (20 basis points) if the Leverage 
Ratio is less than or equal to 40%, but in excess of 30% (Level III); and 
(iv).25% (25 basis points) if the Leverage Ratio is in excess of 40% 
(Level IV).  For purposes of determining the Applicable Commitment 
Fee Percentage for a fiscal quarter, the Leverage Ratio shall be 
determined from the financial statements delivered by the Borrower 
pursuant to Section 6.1(a) and (b).  The Commitment Fee shall be 
calculated by the Agent for a fiscal quarter based on the Applicable 
Commitment Fee Percentage as of the last day of that fiscal quarter.  
The adjustment, if any, to the Applicable Commitment Fee Percentage 
shall be effective as of the first day of the first fiscal quarter beginning 
after the quarter in which Borrower's quarterly financial statements have 
been received pursuant to Section 6.1(b).  The Borrower may 
permanently reduce the Aggregate Commitment in whole, or in part 
ratably among the Lenders in integral multiples of Five Million Dollars 
($5,000,000), upon at least three Business Days' written notice to the 
Agent, which notice shall specify the amount of any such reduction, 
provided, however, that the amount of the Aggregate Commitment may 
not be reduced below the Aggregate Outstanding Credit Exposure.  All 
accrued Commitment Fees shall be payable on the effective date of any 
termination of the Commitments of the Lenders.

	For illustrative purposes, the following grid summarizes the 
determination of the Commitment Fee, the Floating Rate, the Fixed Rate 
and the LC Fee (see Section 2.19(d)) based on the Leverage Ratio 
(Commitment Fee, Applicable Margin and LC Fee expressed in basis 
points ((bp) per annum):

                      LEVEL I       LEVEL II       LEVEL III     LEVEL IV
                     if Total       if Total       if Total      if Total 
                      Debt to       Debt to         Debt to       Debt to
                       Total        Total            Total          Total 
                   Capitalization Capitalization Capitalization Capitalization
                    is: <= 20%   is: 20% <= 30%  is: 30% <= 40%   is:> 40%

Commitment Fee       	12.5 bp        15 bp           20 bp         25 bp	

Floating Rate:
Alternate Base
Rate, plus            0.00 bp      0.00 bp         0.00 bp       0.00 bp	

Fixed Rate:
Eurodollar          Applicable    Applicable      Applicable     Applicable 
Base                  Margin        Margin          Margin         Margin
Rate, plus	           37.5 bp        45 bp         62.5 bp         75 bp

LC Fee for
Standby 
Facility LC's         52.5 bp        60 bp         77.5 bp         90 bp	

Note:	Shaded region (Level II) represents the Applicable Commitment 
Fee Percentage, the Applicable Margin and the Applicable LC 
Fee Percentage on the date hereof and until any adjustment 
thereto pursuant to the terms and conditions of this Agreement.

2.6	  Minimum Amount of Each Advance.  Each Fixed Rate 
Advance or Floating Rate Advance shall be in the minimum amount of 
$5,000,000 (and in multiples of $1,000,000 if in excess thereof), 
provided, however, that any Floating Rate Advance may be in the 
amount of the Available Aggregate Commitment.

2.7	  Optional Principal Payments.  The Borrower may from time to 
time pay, without penalty or premium, all outstanding Floating Rate 
Advances, or, in a minimum aggregate amount of $5,000,000 or any 
integral multiple of $1,000,000 in excess thereof, any portion of the 
outstanding Floating Rate Advances, in either case, upon one Business 
Day's prior notice to the Agent.  A Fixed Rate Advance may not be paid 
prior to the last day of the applicable Interest Period, except upon 
(i)terms and conditions specified by the Agent that fully compensate and 
indemnify the Agent and the Lenders against the financial impact of the 
payment prior to the last day of the applicable Interest Period and (ii)at 
least five Business Day's prior notice.

2.8	  Method of Selecting Types and Interest Periods for New 
Advances.  The Borrower shall select the Type of Advance and, in the 
case of each Fixed Rate Advance, the Interest Period applicable to each 
Advance from time to time.  The Borrower shall give the Agent 
irrevocable notice (a "Borrowing Notice") not later than 11:00 a.m. 
(Indianapolis time) at least one Business Day before the Borrowing 
Date of each Floating Rate Advance and three Business Days before the 
Borrowing Date for each Eurodollar Advance, specifying:

	(a)	the Borrowing Date, which shall be a Business Day, of 
such Advance,

	(b)	the aggregate amount of such Advance,

	(c)	the Type of Advance selected, and

	(d)	in the case of each Fixed Rate Advance, the Interest 
Period applicable thereto.

Not later than 12:00noon (Indianapolis time) on each Borrowing Date, 
each Lender shall make available its Loan or Loans, in funds 
immediately available in Indianapolis to the Agent at its address 
specified pursuant to Article XIII.  The Agent will make the funds so 
received from the Lenders available to the Borrower at the Agent's 
aforesaid address.

2.9	  Conversion and Continuation of Outstanding Advances.  
Floating Rate Advances shall continue as Floating Rate Advances unless 
and until such Floating Rate Advances are converted into Fixed Rate 
Advances.  Each Fixed Rate Advance of any Type shall continue as a 
Fixed Rate Advance of such Type until the end of the then applicable 
Interest Period therefor, at which time such Fixed Rate Advance shall be 
automatically converted into a Floating Rate Advance unless the 
Borrower shall have given the Agent a Conversion/Continuation Notice 
requesting that, at the end of such Interest Period, such Fixed Rate 
Advance either continue as a Fixed Rate Advance of such Type for the 
same or another Interest Period or be converted into an Advance of 
another Type.  Subject to the terms of Section 2.6, the Borrower may 
elect from time to time to convert all or any part of an Advance of any 
Type into any other Type or Types of Advances; provided that any 
conversion of any Fixed Rate Advance shall be made on, and only on, 
the last day of the Interest Period applicable thereto except upon 
(i)terms and conditions specified by the Agent that fully compensate and 
indemnify the Agent and the Lenders against the financial impact of the 
payment prior to the last day of the applicable Interest Period and (ii)at 
least five Business Day's prior notice.  The Borrower shall give the 
Agent irrevocable notice (a "Conversion/Continuation Notice") of each 
conversion of an Advance or continuation of a Fixed Rate Advance not 
later than 11:00a.m. (Indianapolis time) at least one Business Day, in the 
case of a conversion into a Floating Rate Advance or three Business 
Days, in the case of a conversion into or continuation of a Eurodollar 
Advance, prior to the date of the requested conversion or continuation, 
specifying:

	(a)	the requested date which shall be a Business Day, of such 
conversion or continuation,

	(b)	the aggregate amount and Type of the Advance which is 
to be converted or continued, and

	(c)	the amount and Type(s) of Advance(s) into which such 
Advance is to be converted or continued and, in the case 
of a conversion into or continuation of a Fixed Rate 
Advance, the duration of the Interest Period applicable 
thereto.

2.10	  Changes in Interest Rate, etc.  Each Floating Rate Advance 
shall bear interest on the outstanding principal amount thereof, for each 
day from and including the date such Advance is made or is converted 
from a Fixed Rate Advance into a Floating Rate Advance pursuant to 
Section 2.9 to but excluding the date it becomes due or is converted 
into a Fixed Rate Advance pursuant to Section 2.9 hereof, at a rate per 
annum equal to the Floating Rate for such day.  Changes in the rate of 
interest on that portion of any Advance maintained as a Floating Rate 
Advance will take effect simultaneously with each change in the 
Alternate Base Rate.  Each Fixed Rate Advance shall bear interest on 
the outstanding principal amount thereof from and including the first day 
of the Interest Period applicable thereto to (but not including) the last 
day of such Interest Period at the interest rate determined as applicable 
to such Fixed Rate Advance.  No Interest Period may end after the 
Facility Termination Date.

2.11	  Rates Applicable After Default.  Notwithstanding anything to 
the contrary contained in Section 2.8 or 2.9, during the continuance of a 
Default or Unmatured Default the Required Lenders may, at their 
option, by notice to the Borrower (which notice may be revoked at the 
option of the Required Lenders notwithstanding any provision of 
Section 8.2 requiring unanimous consent of the Lenders to reductions in 
interest rates), declare that no Advance may be made as, converted into 
or continued as a Fixed Rate Advance.  During the continuance of a 
Default, the Required Lenders may, at their option, by notice to the 
Borrower (which notice may be revoked at the option of the Required 
Lenders notwithstanding any provision of Section 8.2 requiring 
unanimous consent of the Lenders to reductions in interest rates), 
declare that (i) each Fixed Rate Advance shall bear interest for the 
remainder of the applicable Interest Period at the rate otherwise 
applicable to such Interest Period plus 2% per annum and (ii) each 
Floating Rate Advance shall bear interest at a rate per annum equal to 
the Floating Rate otherwise applicable to the Floating Rate Advance 
plus 2% per annum.

2.12	  Method of Payment.  All payments of the Obligations 
hereunder shall be made, without setoff, deduction, or counterclaim, in 
immediately available funds to the Agent at the Agent's address 
specified pursuant to Article XIII, or at any other Lending Installation 
of the Agent specified in writing by the Agent to the Borrower, by noon 
(local time) on the date when due and shall be applied ratably by the 
Agent among the Lenders.  Any payment received by the Agent after 
such time shall be deemed to have been received on the next Business 
Day.  Each payment delivered to the Agent for the account of any 
Lender shall be delivered promptly by the Agent to such Lender in the 
same type of funds that the Agent received at its address specified 
pursuant to Article XIII or at any Lending Installation specified in a 
notice received by the Agent from such Lender.  The Agent is hereby 
authorized to charge any account of the Borrower maintained with 
NBD or First Chicago for each payment of principal, interest and fees as 
it becomes due hereunder.  Each reference to the Agent in this 
Section2.12 shall also be deemed to refer, and shall apply equally, to the 
LC Issuer, in the case of payments required to be made by the Borrower 
to the LC Issuer pursuant to Section2.19.  

2.13	  Notes; Telephonic Notices.  Each Lender is hereby authorized 
to record the principal amount of each of its Loans and each repayment 
on the schedule attached to its Note or otherwise on its internal records, 
provided, however, that neither the failure to so record nor any error in 
such recordation shall affect the Borrower's obligations under such 
Note.  All such recordations shall constitute prima facie evidence of the 
information contained therein. The Borrower hereby authorizes the 
Lenders and the Agent to extend, convert or continue Advances, effect 
selections of Types of Advances and to transfer funds based on 
telephonic notices made by any person or persons the Agent or any 
Lender in good faith believes to be acting on behalf of the Borrower.  
The Borrower agrees to deliver promptly to the Agent a written 
confirmation, if such confirmation is requested by the Agent or any 
Lender, of each telephonic notice signed by an Authorized Officer.  If 
the written confirmation differs in any material respect from the action 
taken by the Agent and the Lenders, the records of the Agent and the 
Lenders shall govern absent manifest error.

2.14	  Interest Payment Dates.  Interest accrued on each Floating 
Rate Advance shall be payable on each Payment Date, commencing with 
the first such date to occur after the date hereof, on any date on which 
the Floating Rate Advance is prepaid, whether due to acceleration or 
otherwise, and at maturity.  Interest accrued on that portion of the 
outstanding principal amount of any Floating Rate Advance converted 
into a Fixed Rate Advance on a day other than a Payment Date shall be 
payable on the date of conversion.  Interest accrued on each Fixed Rate 
Advance shall be payable on the last day of its applicable Interest 
Period, on any date on which the Fixed Rate Advance is prepaid, 
whether by acceleration or otherwise, and at maturity.  Interest accrued 
on each Fixed Rate Advance having an Interest Period longer than three 
months shall also be payable on the last day of each three-month interval 
during such Interest Period.  Interest and commitment fees shall be 
calculated for actual days elapsed on the basis of a 360-day year.  
Interest shall be payable for the day an Advance is made but not for the 
day of any payment on the amount paid if payment is received prior to 
noon (local time) at the place of payment.  If any payment of principal 
of or interest on an Advance shall become due on a day which is not a 
Business Day, such payment shall be made on the next succeeding 
Business Day and, in the case of a principal payment, such extension of 
time shall be included in computing interest in connection with such 
payment.

2.15	  Notification of Advances, Interest Rates, Prepayments and 
Commitment Reductions.  Promptly after receipt thereof, the Agent will 
notify each Lender of the contents of each Aggregate Commitment 
reduction notice, Borrowing Notice, Conversion/Continuation Notice, 
and repayment notice received by it hereunder.  The Agent will notify 
each Lender of the interest rate applicable to each Fixed Rate Advance 
promptly upon determination of such interest rate and will give each 
Lender prompt notice of each change in the Alternate Base Rate.  Each 
Reference Bank agrees to furnish timely information for the purpose of 
determining the Eurodollar Rate.

2.16	  Lending Installations.  Each Lender may book its Loans at any 
Lending Installation selected by such Lender and may change its 
Lending Installation from time to time.  All terms of this Agreement 
shall apply to any such Lending Installation and the Notes shall be 
deemed held by each Lender for the benefit of such Lending Installation.  
Each Lender may, by written or telex notice to the Agent and the 
Borrower, designate a Lending Installation through which Loans will be 
made by it and for whose account Loan payments are to be made.

2.17	  Non-Receipt of Funds by the Agent.  Unless the Borrower or a 
Lender, as the case may be, notifies the Agent prior to the date on 
which it is scheduled to make payment to the Agent of (i) in the case of 
a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a 
payment of principal, interest or fees to the Agent for the account of the 
Lenders, that it does not intend to make such payment, the Agent may 
assume that such payment has been made.  The Agent may, but shall not 
be obligated to, make the amount of such payment available to the 
intended recipient in reliance upon such assumption.  If such Lender or 
the Borrower, as the case may be, has not in fact made such payment to 
the Agent, the recipient of such payment shall, on demand by the Agent, 
repay to the Agent the amount so made available together with interest 
thereon in respect of each day during the period commencing on the 
date such amount was so made available by the Agent until the date the 
Agent recovers such amount at a rate per annum equal to (i) in the case 
of payment by a Lender, the Federal Funds Effective Rate for such day 
or (ii) in the case of payment by the Borrower, the interest rate 
applicable to the relevant Loan.

2.18	  Mandatory Prepayment in the Event of a Change in Control.  
Notwithstanding any other provision to the contrary: within 30 Business 
Days prior to the consummation of any transaction which would cause a 
Change in Control, the Borrower shall notify (a "Change in Control 
Notice") the Agent and each Lender of such expected transaction, 
including within such Change in Control Notice the expected closing 
date of such transaction.  Within 30 Business Days of receipt of such 
Change in Control Notice by any Lender, or if the Change in Control 
Notice is not received within the required 30 Business Days prior to the 
consummation of any such transaction, then at any time prior to the 
expiration of 30 Business Days following receipt of written notice of the 
consummation of such transaction, such Lender may, at its option, give 
notice to the Agent and the Borrower that such Lender elects to 
terminate its Commitment hereunder.  Unless an earlier date is 
otherwise agreed upon between the Borrower, the Agent and the 
terminating Lender, such Lender's Commitment shall terminate 
simultaneously with the closing of such transaction and the Borrower 
shall repay at such time all of such Lender's outstanding Loans, together 
with accrued interest thereon, any accrued fees with respect to such 
Lender's Commitment, any costs, losses or expenses incurred by such 
Lender in connection with such prepayment payable by the Borrower 
pursuant to Section3.4 and any other obligations of the Borrower to 
such Lender hereunder.

2.19	  Facility LCs.  

	(a)	The LC Issuer hereby agrees, on the terms and 
conditions set forth in this Agreement, to issue stand-by 
and commercial letters of credit (each, a "Facility LC") 
and to renew, extend, increase, decrease or otherwise 
modify each Facility LC (each a "Modification"), from 
time to time from and including the date of this 
Agreement and prior to the Facility Termination Date 
upon the request of the Borrower; provided that 
immediately after each such Facility LC is issued or 
Modified, (i) the aggregate amount of the outstanding 
LC Obligations shall not exceed $20,000,000 ("LC 
Sublimit") and (ii) the Aggregate Outstanding Credit 
Exposure shall not exceed the Aggregate Commitment; 
provided, further, that if the Borrower has requested a 
Lender other than NBD to act as LC Issuer with respect 
to the issuance or Modification of a particular Facility 
LC, such issuance or Modification shall be made only in 
the sole discretion of such Lender.  No Facility LC shall 
have an expiry date later than the earlier of (i) the fifth 
Business Day prior to the Facility Termination Date and 
(ii) the day which is one year after the date of issuance 
(or the most recent Modification) thereof.

	(b)	Upon the issuance or Modification by the LC Issuer of a 
Facility LC in accordance with this Section2.19, the LC 
Issuer shall be deemed, without further action by any 
party hereto, to have sold to each Lender, and each 
Lender shall be deemed, without further action by any 
party hereto, to have purchased from the LC Issuer, a 
participation in such Facility LC (and each Modification 
thereof) and the related LC Obligations in proportion to 
its Percentage.

	(c)	Subject to subsection (a), the Borrower shall give the LC 
Issuer notice prior to 11:00a.m. (Indianapolis time) at 
least three Business Days prior to the proposed date of 
issuance or Modification of each Facility LC, specifying 
the beneficiary, the proposed date of issuance (or 
Modification) and the expiry date of such Facility LC, 
and describing the proposed terms of such Facility LC 
and the nature of the transactions proposed to be 
supported thereby.  Upon receipt of such notice, the LC 
Issuer shall promptly notify the Agent, and the Agent 
shall promptly notify each Lender, of the contents 
thereof and of the amount of such Lender's participation 
in such proposed Facility LC.  The issuance or 
Modification by the LC Issuer of any Facility LC shall, in 
addition to the conditions precedent set forth in 
ArticleIV (the satisfaction of which the LC Issuer shall 
have no duty to ascertain), be subject to the conditions 
precedent that such Facility LC shall be satisfactory to 
the LC Issuer and that the Borrower shall have executed 
and delivered such application agreement and/or such 
other instruments and agreements relating to such 
Facility LC as the LC Issuer shall have reasonably 
requested (each, a "Facility LC Application Agreement").  
In the event of any conflict between the terms of this 
Agreement and the terms of any Facility LC Application 
Agreement, the terms of this Agreement shall control.

	(d)	The Borrower shall pay to the Agent a letter of credit fee 
("LC Fee") equal to (i) a percentage equal to the 
Applicable LC Fee Percentage in effect from time to time 
on the average daily aggregate amount available for 
drawings under all stand-by Facility LCs (the "LC Base 
Amount"), and (ii) a fee equal to the standard fee 
charged by the LC Issuer then in effect for Commercial 
Facility LCs for companies of comparable credit quality.  
Each such fee under clause (i) shall be payable in arrears 
on each Payment Date and on the Facility Termination 
Date, and each such fee under clause (ii) shall be payable 
on the date of the relating drawing.  The Borrower shall 
pay to the LC Issuer such additional fees and expenses 
relating to issuance, Modification and payment of Facility 
LCs in the amounts and at the times agreed between the 
Borrower and the LC Issuer.  The LC Issuer shall furnish 
to the Agent upon request its calculations with respect to 
the amount of any fee payable under this subsection (d).  
The Applicable LC Fee Percentage shall equal:  (i).525% 
(52.5 basis points) if the Leverage Ratio is less than or 
equal to 20% (Level I); (ii) .60% (60 basis points) if the 
Leverage Ratio is less than or equal to 30% but in excess 
of 20% (Level II); (iii) .775% (77.5 basis points) if the 
Leverage Ratio is less than or equal to 40%, but in 
excess of 30% (Level III); and (iv) .90% (90 basis 
points) if the Leverage Ratio is in excess of 40% (Level 
IV).  For purposes of determining the Applicable LC Fee 
Percentage for a fiscal quarter, the Leverage Ratio shall 
be determined from the financial statements delivered by 
the Borrower pursuant to Section6.1 (a) and (b).  The 
LC Fee for stand-by Facility LCs shall be calculated by 
the Agent for a fiscal quarter based on the Applicable LC 
Fee Percentage as of the last day of that fiscal quarter.  
The adjustment, if any, to the Applicable LC Fee 
Percentage shall be effective as of the first day of the 
fiscal quarter immediately following the quarter for 
which the most recent Applicable LC Fee Percentage has 
been determined.  Upon receipt, the Agent shall apply 
the LC Fee for stand-by Facility LCs as follows:  (i) a 
portion of the LC Fee equal to .15% (15 basis points) of 
the LC Base Amount shall be retained by Agent as a fee 
for its services in connection with this Section 2.19, and 
(ii) the remaining portion of the LC Fee shall be paid 
over to the Lenders, including NBD, ratably in 
accordance with their respective Percentages.  Upon 
receipt, the Agent shall apply the LC Fee for commercial 
Facility LCs as follows:  (i) a portion of the LC Fee equal 
to .125% (12.5 basis points) of the amount available for 
drawings under each such commercial Facility LC shall 
be retained by the Agent as a fee for its services in 
connection with this Section2.19, and (ii) the remaining 
portion of the LC Fee shall be paid over to the Lenders, 
including NBD, ratably in accordance with their 
respective Percentages.

	(e)	Upon receipt from the beneficiary of any Facility LC of 
any demand for payment under such Facility LC, the LC 
Issuer shall notify the Agent and the Agent shall 
promptly notify the Borrower and each other Lender as 
to the amount to be paid by the LC Issuer as a result of 
such demand and the proposed payment date (the "LC 
Payment Date").  The responsibility of the LC Issuer to 
the Borrower and each Lender shall be only to determine 
that the documents (including each demand for payment) 
delivered under each Facility LC in connection with such 
presentment shall be in conformity in all material respects 
with such Facility LC.  The LC Issuer shall endeavor to 
exercise the same care in the issuance and administration 
of the Facility LCs as it does with respect to letters of 
credit in which no participations are granted, it being 
understood that in the absence of any gross negligence or 
willful misconduct by the LC Issuer, each Lender shall be 
unconditionally and irrevocably liable without regard to 
the occurrence of any Default or any condition precedent 
whatsoever, to reimburse the LC Issuer on demand for 
(i) such Lender's Percentage of the amount of each 
payment made by the LC Issuer under each Facility LC 
to the extent such amount is not reimbursed by the 
Borrower pursuant to subsection (f) below plus (ii) 
interest on the foregoing amount to be reimbursed by 
such Lender, for each day from the date of the LC 
Issuer's demand for such reimbursement (or, if such 
demand is made after 11:00a.m. (Indianapolis time) on 
such date, from the next succeeding Business Day) to the 
date on which such Lender pays the amount to be 
reimbursed by it, at a rate of interest per annum equal to 
the Federal Funds Effective Rate for such day.

	(f)	The Borrower shall be irrevocably and unconditionally 
obligated to immediately reimburse the LC Issuer on or 
by the applicable LC Payment Date for any amounts to 
be paid by the LC Issuer upon any drawing under any 
Facility LC, without presentment, demand, protest or 
other formalities of any kind; provided that neither the 
Borrower nor any Lender shall hereby be precluded from 
asserting any claim for direct (but not consequential) 
damages suffered by the Borrower or such Lender to the 
extent, but only to the extent, caused by (i) the willful 
misconduct or gross negligence of the LC Issuer in 
determining whether a request presented under any 
Facility LC issued by it complied with the terms of such 
Facility LC, or (ii) the LC Issuer's failure to pay under 
any Facility LC issued by it after the presentation to it of 
a request strictly complying with the terms and 
conditions of such Facility LC.  All such amounts paid by 
the LC Issuer and remaining unpaid by the Borrower 
shall bear interest, payable by Borrower on demand, for 
each day until paid at a rate per annum equal to (i) the 
rate applicable to Floating Rate Advances for such day if 
such day falls on or before the applicable LC Payment 
Date and (ii) the sum of 2% plus the rate applicable to 
Floating Rate Advances for such day if such day falls 
after such LC Payment Date.  The LC Issuer will pay to 
each Lender ratably in accordance with its Percentage all 
amounts received by it from the Borrower for application 
in payment, in whole or in part, of the Reimbursement 
Obligation (including interest) in respect of any Facility 
LC issued by the LC Issuer, but only to the extent such 
Lender has made payment to the LC Issuer in respect of 
such Facility LC pursuant to subsection (e).  Subject to 
the terms and conditions of this Agreement (including 
without limitation the submission of a Borrowing Notice 
in compliance with Section2.8 and the satisfaction of the 
applicable conditions precedent set forth in ArticleIV), 
the Borrower may request an Advance hereunder for the 
purpose of satisfying any Reimbursement Obligation.

	(g)	If after the date hereof, the adoption of any applicable 
law, rule or regulation, or any change in any applicable 
law, rule or regulation, or any change in the 
interpretation or administration thereof by any 
governmental authority, central bank or comparable 
agency charged with the interpretation or administration 
thereof, or compliance by the LC Issuer or any Lender 
with any request or directive (whether or not having the 
force of law) of any such authority, central bank or 
comparable agency shall impose, modify or deem 
applicable any tax, reserve, special deposit or similar 
requirement against or with respect to or measured by 
reference to Facility LCs issued or to be issued hereunder 
or participation therein, and the result shall be to increase 
the cost to the LC Issuer or any Lender of issuing or 
maintaining any Facility LC or any participation therein, 
or reduce any amount receivable hereunder by the LC 
Issuer or any Lender in respect of any Facility LC (which 
increase in cost, or reduction in amount receivable, shall 
be the result of such Lender's or the LC Issuer's 
reasonable allocation of the aggregate of such increases 
or reductions resulting from such event), then, upon 
demand by the LC Issuer or such Lender, the Borrower 
agrees to pay to the LC Issuer or such Lender, from time 
to time as specified by the LC Issuer or such Lender, 
such additional amounts as shall be sufficient to 
compensate the LC Issuer or such Lender for such 
increased costs or reductions in amounts received by the 
LC Issuer or such Lender.  A certificate of the LC Issuer 
or such Lender submitted by the LC Issuer or such 
Lender to the Borrower shall be conclusive as to the 
amount thereof in the absence of manifest error.

	(h)	The Borrower's obligations under this Section2.19 shall 
be absolute and unconditional under any and all 
circumstances and irrespective of any setoff, 
counterclaim or defense to payment which the Borrower 
may have or have had against the LC Issuer, any Lender 
or any beneficiary of a Facility LC.  The Borrower 
further agrees with the LC Issuer and the Lenders that 
the LC Issuer and the Lenders shall not be responsible 
for, and the Borrower's Reimbursement Obligation in 
respect of any Facility LC shall not be affected by, 
among other things, the validity or genuineness of 
documents or of any endorsements thereon, even if such 
documents should in fact prove to be in any or all 
respects invalid, fraudulent or forged, or any dispute 
between or among the Borrower, any of its Subsidiaries, 
the beneficiary of any Facility LC or any financing 
institution or other party to whom any Facility LC may 
be transferred or any claims or defenses whatsoever of 
the Borrower or of any of its Subsidiaries against the 
beneficiary of any Facility LC or any such transferee.  
The LC Issuer shall not be liable for any error, omission, 
interruption or delay in transmission, dispatch or delivery 
of any message or advice, however transmitted, in 
connection with any Facility LC.  The Borrower agrees 
that any action taken or omitted by the LC Issuer or any 
Lender under or in connection with each Facility LC and 
the related drafts and documents, including without 
limitation, honoring of requests for drawings that do not 
comply with the terms of the Facility LC if done in good 
faith and without gross negligence, shall be binding upon 
the Borrower and shall not put the LC Issuer or any 
Lender under any liability to the Borrower.  Nothing in 
this subsection (h) is intended to limit the right of the 
Borrower to make a claim against the LC Issuer for 
damages as contemplated by the proviso to the first 
sentence of subsection (f) above.

	(i)	To the extent not inconsistent with subsection (h) above, 
the LC Issuer shall be entitled to rely, and shall be fully 
protected in relying upon, any Facility LC, draft, writing, 
resolution, notice, consent, certificate, affidavit, letter, 
cablegram, telegram, telecopy, telex or teletype message, 
statement, order or other document believed by it to be 
genuine and correct and to have been signed, sent or 
made by the proper Person or Persons, and upon advice 
and statements of legal counsel, independent accountants 
and other experts selected by the LC Issuer.  The LC 
Issuer shall be fully justified in failing or refusing to take 
any action under this Agreement unless it shall first have 
received such advice or concurrence of the Required 
Lenders as it reasonably deems appropriate or it shall 
first be indemnified to its reasonable satisfaction by the 
Lenders against any and all liability and expense which 
may be incurred by it by reason of taking or continuing 
to take any such action.  Notwithstanding any other 
provision of this Section2.19, the LC Issuer shall in all 
cases be fully protected in acting, or in refraining from 
acting, under this Agreement in accordance with a 
written request of the Required Lenders, and such 
request and any action taken or failure to act pursuant 
thereto shall be binding upon the Lenders and all future 
holders of participation in any Facility LCs.

	(j)	The Borrower hereby agrees to indemnify and hold 
harmless each Lender, the LC Issuer and the Agent, and 
their respective directors, officers, agents and employees 
from and against any and all claims and damages, losses, 
liabilities, costs or expenses which such Lender, the LC 
Issuer or the Agent may incur (or which may be claimed 
against such Lender, the LC Issuer or the Agent by any 
Person whatsoever) by reason of or in connection with 
the execution and delivery or transfer of or payment or 
failure to pay under any Facility LC or any actual or 
proposed use of any Facility LC, including, without 
limitation, any claims, damages, losses, liabilities, costs 
or expenses which the LC Issuer may incur by reason of 
or in connection with (i) the failure of any other Lender 
to fulfill or comply with its obligations to the LC Issuer 
hereunder (but nothing herein contained shall affect any 
rights the Borrower may have against any defaulting 
Lender) or (ii)by reason of or on account of the LC 
Issuer issuing any Facility LC which specifies that the 
term "Beneficiary" included therein includes any 
successor by operation of law of the named Beneficiary, 
but which Facility LC does not require that any drawing 
by any such successor Beneficiary be accompanied by a 
copy of a legal document, satisfactory to the LC Issuer, 
evidencing the appointment of such successor 
Beneficiary; provided that the Borrower shall not be 
required to indemnify any Lender, the LC Issuer or the 
Agent for any claims, damages, losses, liabilities, costs or 
expenses to the extent, but only to the extent, caused by 
(i) the willful misconduct or gross negligence of the LC 
Issuer in determining whether a request presented under 
any Facility LC complied with the terms of such Facility 
LC, or (ii)the LC Issuer's failure to pay under any Facility 
LC after the presentation to it of a request strictly 
complying with the terms and conditions of such Facility 
LC.  Nothing in this subsection (j) is intended to limit the 
obligations of the Borrower under any other provision of 
this Agreement.

	(k)	Each Lender shall, ratably in accordance with its 
Percentage, indemnify the LC Issuer, its affiliates and 
their respective directors, officers, agents and employees 
(to the extent not reimbursed by the Borrower) against 
any cost, expense (including reasonable counsel fees and 
disbursements), claim, demand, action, loss or liability 
(except such as result from such indemnitees' gross 
negligence or willful misconduct or the LC Issuer's 
failure to pay under any Facility LC after the presentation 
to it of a request strictly complying with the terms and 
conditions of the Facility LC) that such indemnitees may 
suffer or incur in connection with this Section2.19 or any 
action taken or omitted by such indemnitees hereunder.

	(l)	In its capacity as a Lender, the LC Issuer shall have the 
same rights and obligations as any other Lender.


ARTICLE III 

CHANGE IN CIRCUMSTANCES

3.1	  Yield Protection.  If any law or any governmental or quasi-
governmental rule, regulation, policy, guideline or directive (whether or 
not having the force of law), or any interpretation thereof, or the 
compliance of any Lender therewith,

	(a)	subjects any Lender or any applicable Lending 
Installation to any tax, duty, charge or withholding on or 
from payments due from the Borrower (excluding federal 
or state taxation of the overall net income of any Lender 
or applicable Lending Installation), or changes the basis 
of taxation of payments to any Lender in respect of its 
Loans or other amounts due it hereunder, or

	(b)	imposes or increases or deems applicable any reserve, 
assessment, insurance charge, special deposit or similar 
requirement against assets of, deposits with or for the 
account of, or credit extended by, any Lender or any 
applicable Lending Installation (other than reserves and 
assessments taken into account in determining the 
interest rate applicable to Fixed Rate Advances), or

	(c)	imposes any other condition the result of which is to 
increase the cost to any Lender or any applicable 
Lending Installation of making, funding or maintaining 
loans or reduces any amount receivable by any Lender or 
any applicable Lending Installation in connection with 
loans, or requires any Lender or any applicable Lending 
Installation to make any payment calculated by reference 
to the amount of loans held or interest received by it, by 
an amount deemed material by such Lender,

then, within 15 days of demand by such Lender, the Borrower shall pay 
such Lender that portion of such increased expense incurred or 
reduction in an amount received which such Lender determines is 
attributable to making, funding and maintaining its Loans and its 
Commitment.

3.2	  Changes in Capital Adequacy Regulations.  If any Lender 
determines the amount of capital required or expected to be maintained 
by such Lender, any Lending Installation of such Lender or any 
corporation controlling such Lender is increased as a result of a Change, 
then, within 15 days of demand by such Lender, the Borrower shall pay 
such Lender the amount necessary to compensate for any shortfall in the 
rate of return on the portion of such increased capital which such 
Lender determines is attributable to this Agreement, its Loans or its 
obligation to make Loans hereunder (after taking into account such 
Lender's policies as to capital adequacy).  "Change" means (i) any 
change after the date of this Agreement in the Risk-Based Capital 
Guidelines or (ii) any adoption of or change in any other law, 
governmental or quasi-governmental rule, regulation, policy, guideline, 
interpretation, or directive (whether or not having the force of law) after 
the date of this Agreement which affects the amount of capital required 
or expected to be maintained by any Lender or any Lending Installation 
or any corporation controlling any Lender.  "Risk-Based Capital 
Guidelines" means (i) the risk-based capital guidelines in effect in the 
United States on the date of this Agreement, including transition rules, 
and (ii) the corresponding capital regulations promulgated by regulatory 
authorities outside the United States implementing the July 1988 report 
of the Base Committee on Banking Regulation and Supervisory 
Practices Entitled "International Convergence of Capital Measurements 
and Capital Standards," including transition rules, and any amendments 
to such regulations adopted prior to the date of this Agreement.

3.3	  Availability of Types of Advances.  If any Lender determines 
that maintenance of any of its Fixed Rate Loans at a suitable Lending 
Installation would violate any applicable law, rule, regulation or 
directive, whether or not having the force of law, the Agent shall 
suspend the availability of the affected Type of Advance and require any 
Fixed Rate Advances of the affected Type to be repaid; or if the 
Required Lenders determine that (i) deposits of a type or maturity 
appropriate to match fund Fixed Rate Advances are not available or 
(ii)the interest rate applicable to a Type of Advance does not accurately 
reflect the cost of making or maintaining such Advance, then the Agent 
shall suspend the availability of the affected Type of Advance and 
require any Fixed Rate Advances of the affected Type to be repaid.

3.4	  Funding Indemnification.  If any payment of a Fixed Rate 
Advance occurs on a date which is not the last day of the applicable 
Interest Period, whether because of acceleration, prepayment or 
otherwise, or a Fixed Rate Advance is not made on the date specified by 
the Borrower for any reason other than default by the Lenders, the 
Borrower will, in addition to such other requirements contemplated by 
this Agreement, indemnify each Lender for any loss or cost incurred by 
it resulting therefrom, including, without limitation, any loss or cost in 
liquidating or employing deposits acquired to fund or maintain the Fixed 
Rate Advance.

3.5	  Lender Statements; Survival of Indemnity.  To the extent 
reasonably possible, each Lender shall designate an alternate Lending 
Installation with respect to its Fixed Rate Loans to reduce any liability 
of the Borrower to such Lender under Sections 3.1 and 3.2 or to avoid 
the unavailability of a Type of Advance under Section 3.3, so long as 
such designation is not disadvantageous to such Lender.  Each Lender 
shall deliver a written statement of such Lender to the Borrower (with a 
copy to the Agent) as to the amount due, if any, under Section 3.1, 3.2 
or 3.4.  Such written statement shall set forth in reasonable detail the 
calculations upon which such Lender determined such amount and shall 
be final, conclusive and binding on the Borrower in the absence of 
manifest error.  Determination of amounts payable under such Sections 
in connection with a Fixed Rate Loan shall be calculated as though each 
Lender funded its Fixed Rate Loan through the purchase of a deposit of 
the type and maturity corresponding to the deposit used as a reference 
in determining the Fixed Rate applicable to such Loan, whether in fact 
that is the case or not.  Unless otherwise provided herein, the amount 
specified in the written statement of any Lender shall be payable on 
demand after receipt by the Borrower of such written statement.  The 
obligations of the Borrower under Sections 3.1, 3.2 and 3.4 shall 
survive payment of the Obligations and termination of this Agreement.

3.6	  Removal of Lender.  If a Lender has requested compensation 
pursuant to Section3.1 or 3.2 or is unable to make or maintain Fixed 
Rate Loans pursuant to Section3.3, the Borrower may elect to terminate 
the Commitment of such Lender upon not less than five (5) days written 
notice to such Lender and the Agent.  On the date selected for 
repayment, the Borrower shall pay to such Lender all principal, interest, 
fees and other Obligations owing to such Lender and such Lender's 
Commitment shall thereupon terminate.  The Borrower may not 
terminate a Lender's Commitment hereunder if at the time of such 
termination, a Default or Unmatured Default exists.


ARTICLE IV 

CONDITIONS PRECEDENT; WITHHOLDING TAX 
EXEMPTION

4.1	  Initial Credit Extension.  The Lenders shall not be required to 
make the initial Advance hereunder, and the LC Issuer shall not be 
required to issue the initial Facility LC hereunder, unless the Borrower 
has furnished to the Agent with sufficient copies for the Lenders:

	(a)	Copies of the articles of incorporation of the Borrower, 
together with all amendments, and a certificate of good 
standing, both certified by the appropriate governmental 
officer in its jurisdiction of incorporation.

	(b)	Copies, certified by the Secretary or Assistant Secretary 
of the Borrower, of its by-laws and of its Board of 
Directors' resolutions (and resolutions of other bodies, if 
any are deemed necessary by counsel for any Lender) 
authorizing the execution of the Loan Documents.

	(c)	An incumbency certificate, executed by the Secretary or 
Assistant Secretary of the Borrower, which shall identify 
by name and title and bear the signature of the officers of 
the Borrower authorized to sign the Loan Documents 
and to make borrowings hereunder, upon which 
certificate the Agent, the LC Issuer and the Lenders shall 
be entitled to rely until informed of any change in writing 
by the Borrower.

	(d)	A certificate, signed by the chief financial officer of the 
Borrower, stating that on the initial Borrowing Date no 
Default or Unmatured Default has occurred and is 
continuing.

	(e)	A written opinion of the Borrower's counsel, addressed 
to the Lenders in substantially the form of Exhibit "B" 
hereto.

	(f)	Notes payable to the order of each of the Lenders.

	(g)	A compliance certificate in the form of Exhibit"C" hereto 
signed by the Borrower's chief financial officer showing 
the calculations necessary to determine compliance with 
Section6.20 of this Agreement.

	(h)	Written money transfer instructions, in substantially the 
form of Exhibit "E" hereto, addressed to the Agent and 
signed by an Authorized Officer, together with such 
other related money transfer authorizations as the Agent 
may have reasonably requested.

	(i)	The Guaranty.

	(j)	Such other documents as any Lender or its counsel may 
have reasonably requested.

4.2	  Each Credit Extension.  The Lenders shall not be required to 
make any Advance (other than an Advance that, after giving effect 
thereto and to the application of the proceeds thereof, does not increase 
the aggregate amount of outstanding Advances), and the LC Issuer shall 
not be required to issue any Facility LC, unless on the applicable Credit 
Extension Date, both immediately prior to, and immediately after giving 
effect to, such Credit Extension:

	(a)	Either (i) in the case of an Advance, the Agent shall have 
received a Notice of Borrowing in compliance with 
Section2.8 or (ii) in the case of a Facility LC, the LC 
Issuer shall have received a request for the issuance of a 
Facility LC in compliance with Section2.19 (together 
with any Facility LC Application Agreement requested 
by the LC Issuer pursuant to Section2.19(c)).

	(b)	The Aggregate Outstanding Credit Exposure does not 
and would not exceed the Aggregate Commitment.

	(c)	There exists no Default or Unmatured Default.

	(d)	The representations and warranties contained in Article 
V are true and correct in all material respects as of such 
Borrowing Date except to the extent any such 
representation or warranty is stated to relate solely to an 
earlier date, in which case such representation or 
warranty shall be true and correct on and as of such 
earlier date, and except as contemplated in the last 
paragraph of this Section4.2.

	(e)	All legal matters incident to the making of such Advance 
shall be satisfactory to the Lenders and their counsel.

	Each Borrowing Notice with respect to each such Advance, and 
each request for the issuance of a Facility LC pursuant to Section2.19, 
shall constitute a representation and warranty by the Borrower that the 
conditions contained in Sections 4.2(a) through and including (d) have 
been satisfied.  The Borrower may submit (in writing) at least seven 
Business Days prior to any Notice of Borrowing, a statement that one 
or more representations and warranties will not be true and correct in 
any material respect as of such Borrowing Date and the circumstances 
giving rise thereto.  The Required Lenders may decline any subsequent 
Credit Extension if they find any such statement by Borrower to be 
unacceptable in their sole discretion.  Any Lender may require a duly 
completed compliance certificate in substantially the form of Exhibit"C" 
hereto as a condition to making a Credit Extension.

4.3	  Withholding Tax Exemption.  At least five Business Days prior 
to the first date on which interest or fees are payable hereunder for the 
account of any Lender, each Lender that is not incorporated under the 
laws of the United States of America, or a state thereof, agrees that it 
will deliver to each of the Borrower and the Agent two duly completed 
copies of United States Internal Revenue Service Form 1001 or 4224, 
certifying in either case that such Lender is entitled to receive payments 
under this Agreement and the Notes without deduction or withholding 
of any United States federal income taxes.  Each Lender which so 
delivers a Form 1001 or 4224 further undertakes to deliver to each of 
the Borrower and the Agent two additional copies of such form (or a 
successor form) on or before the date that such form expires (currently, 
three successive calendar years for Form 1001 and one calendar year for 
Form 4224) or becomes obsolete or after the occurrence of any event 
requiring a change in the most recent forms so delivered by it, and such 
amendments thereto or extensions or renewals thereof as may be 
reasonably requested by the Borrower or the Agent, in each case 
certifying that such Lender is entitled to receive payments under this 
Agreement and the Notes without deduction or withholding of any 
United States federal income taxes, unless an event (including without 
limitation any change in treaty, law or regulation) has occurred prior to 
the date on which any such delivery would otherwise be required which 
renders all such forms inapplicable or which would prevent such Lender 
from duly completing and delivering any such form with respect to it 
and such Lender advises the Borrower and the Agent that it is not 
capable of receiving payments without any deduction or withholding of 
United States federal income tax.


ARTICLE V 

REPRESENTATIONS AND WARRANTIES

	The Borrower represents and warrants to the Lenders that:

5.1	  Corporate Existence and Standing.  Each of the Borrower and 
its Subsidiaries is a corporation duly incorporated, validly existing and in 
good standing under the laws of its jurisdiction of incorporation and has 
all requisite authority to conduct its business in each jurisdiction in 
which its business is conducted.

5.2	  Authorization and Validity.  The Borrower has the corporate 
power and authority and legal right to execute and deliver the Loan 
Documents and to perform its obligations thereunder.  The Guarantor 
has the corporate power and authority and legal right to execute and 
deliver the Guaranty and to perform its obligations thereunder.  The 
execution and delivery by the Borrower and the Guarantor of the Loan 
Documents and the performance of their respective obligations 
thereunder have been duly authorized by proper corporate proceedings, 
and the Loan Documents constitute legal, valid and binding obligations 
of the Borrower and the Guarantor, as the case may be, enforceable 
against the Borrower and the Guarantor, as the case may be, in 
accordance with their terms, except as enforceability may be limited by 
bankruptcy, insolvency or similar laws affecting the enforcement of 
creditors' rights generally.

5.3	  No Conflict; Government Consent.  Neither the execution and 
delivery by the Borrower or the Guarantor of the Loan Documents, nor 
the consummation of the transactions therein contemplated, nor 
compliance with the provisions thereof will violate any law, rule, 
regulation, order, writ, judgment, injunction, decree or award binding 
on the Borrower or any of its Subsidiaries or the Borrower's or any 
Subsidiary's articles of incorporation or by-laws or the provisions of any 
indenture, instrument or agreement to which the Borrower or any of its 
Subsidiaries is a party or is subject, or by which it, or its Property, is 
bound, or conflict with or constitute a default thereunder, or result in 
the creation or imposition of any Lien in, of or on the Property of the 
Borrower or a Subsidiary pursuant to the terms of any such indenture, 
instrument or agreement.  No order, consent, approval, license, 
authorization, or validation of, or filing, recording or registration with, 
or exemption by, or other action in respect of any governmental or 
public body or authority, or any subdivision thereof, is required to 
authorize, or is required in connection with the execution, delivery and 
performance of, or the legality, validity, binding effect or enforceability 
of, any of the Loan Documents.

5.4	  Financial Statements.  The December31, 1996 consolidated 
financial statements (the "1996 Statements") of the Borrower and its 
Subsidiaries, and all interim financial statements,  heretofore delivered to 
the Lenders were prepared in accordance with generally accepted 
accounting principles in effect on the date such statements were 
prepared and fairly present the consolidated financial condition and 
operations of the Borrower and its Subsidiaries at such date and the 
consolidated results of their operations for the period then ended.

5.5	  Material Adverse Change.  Since December31, 1996, there has 
been no change in the business, Property, prospects, condition (financial 
or otherwise) or results of operations of the Borrower and its 
Subsidiaries which could have a Material Adverse Effect.

5.6	  Taxes.  The Borrower and its Subsidiaries have filed all United 
States federal tax returns and all other tax returns which have been 
required to be filed and have paid all taxes due pursuant to said returns 
or pursuant to any assessment received by the Borrower or any of its 
Subsidiaries, except such taxes, if any, as are being contested in good 
faith and as to which adequate reserves have been provided in 
accordance with Agreement Accounting Principles and as to which no 
Lien exists.  The United States income tax returns of the Borrower and 
its Subsidiaries are closed under Section 6501 of the Code through the 
fiscal year ended December31, 1992 and no federal income tax liabilities 
are currently being contested by the Internal Revenue Service.  No tax 
liens have been filed and no claims are being asserted with respect to 
any such taxes.  The charges, accruals and reserves on the books of the 
Borrower and its Subsidiaries in respect of any taxes or other 
governmental charges are adequate.

5.7	  Litigation and Contingent Obligations.  Except as set forth in 
Note 25 to the 1996 Statements (the "Note 25 Litigation"), there is no 
litigation, arbitration, governmental investigation, proceeding or inquiry 
pending or, to the knowledge of any of their officers, threatened against 
or affecting the Borrower or any of its Subsidiaries which could have a 
Material Adverse Effect or which seeks to prevent, enjoin or delay the 
making of the Loans or Advances.  Based on the current status of the 
Note 25 Litigation, in the opinion of management of the Company, the 
Note 25 Litigation should not have a Material Adverse Effect, and does 
not seek to prevent, enjoin or delay the making of the Loans or 
Advances.  The Borrower has no material contingent obligations not 
provided for or disclosed in the 1996 Statements.

5.8	  Subsidiaries.  Schedule "1" hereto contains an accurate list of 
all Subsidiaries of the Borrower as of the date of this Agreement, setting 
forth their respective jurisdictions of incorporation and the percentage 
of their respective capital stock owned by the Borrower or other 
Subsidiaries.  All of the issued and outstanding shares of capital stock of 
such Subsidiaries have been duly authorized and issued and are fully 
paid and non-assessable.

5.9	  ERISA.  The Unfunded Liabilities of all Single Employer Plans 
do not in the aggregate exceed the level at which the same would have a 
Material Adverse Effect.  Neither the Borrower nor any other member 
of the Controlled Group has incurred, or is reasonably expected to 
incur, any withdrawal liability to Multiemployer Plans in excess of the 
level at which the same would have a Material Adverse Effect in the 
aggregate.  Each Plan complies in all material respects with all 
applicable requirements of law and regulations, no Reportable Event has 
occurred with respect to any Plan, neither the Borrower nor any other 
members of the Controlled Group has withdrawn from any Plan or 
initiated steps to do so, and no steps have been taken to reorganize or 
terminate any Plan.  The Borrower and each ERISA Affiliate has 
satisfied the minimum funding standards under ERISA with respect to 
its plans.

5.10	  Accuracy of Information.  No information, exhibit or report 
furnished by the Borrower or any of its Subsidiaries to the Agent or to 
any Lender in connection with the negotiation of, or compliance with, 
the Loan Documents contained any material misstatement of fact or 
omitted to state a material fact or any fact necessary to make the 
statements contained therein not misleading.

5.11	  Regulation U.  Margin stock (as defined in Regulation U) 
constitutes less than 25% of those assets of the Borrower and its 
Subsidiaries which are subject to any limitation on sale, pledge, or other 
restriction hereunder.

5.12	  Material Agreements.  Neither the Borrower nor any 
Subsidiary is a party to any agreement or instrument or subject to any 
charter or other corporate restriction which could have a Material 
Adverse Effect.  Neither the Borrower nor any Subsidiary is in default in 
the performance, observance or fulfillment of any of the obligations, 
covenants or conditions contained in (i) any agreement to which it is a 
party, which default could have a Material Adverse Effect or (ii) any 
agreement or instrument evidencing or governing Indebtedness.

5.13	  Compliance With Laws.  The Borrower and its Subsidiaries 
have complied in all material respects with all applicable statutes, rules, 
regulations, orders and restrictions of any domestic or foreign 
government or any instrumentality or agency thereof, having jurisdiction 
over the conduct of their respective businesses or the ownership of their 
respective Property.

5.14	  Ownership of Properties.  On the date of this Agreement, the 
Borrower and its Subsidiaries have good title, free of all Liens other 
than those permitted by Section 6.15, to all of the Property and assets 
reflected in the financial statements as owned by it.

5.15	  Plan Assets; Prohibited Transactions.  The Borrower is not an 
entity deemed to hold "plan assets" within the meaning of 29 C.F.R. para. 
2510.3-101 of an  employee benefit plan (as defined in Section 3(3) of 
ERISA) which is subject to Title I of ERISA or any  plan (within the 
meaning of Section 4975 of the Code); and neither the execution of this 
Agreement and the making of Loans  hereunder do not give rise to a 
prohibited transaction within the meaning of Section 406 of ERISA  or 
Section 4975 of the Code.  The Borrower is an "operating company" as 
defined in 29 C.F.R 2510-101(c) and "benefit plan investors" (as defined 
in 29 C.F.R. para. 2510.3-101(f)) do not own 25%  or more of the value of 
any class of equity interests in the Borrower.

5.16	  Environmental Matters.  In the ordinary course of its business, 
the officers of the Borrower consider the effect of Environmental Laws 
on the business of the Borrower and its Subsidiaries, in the course of 
which they identify and evaluate potential risks and liabilities accruing to 
the Borrower due to Environmental Laws.  On the basis of this 
consideration, the Borrower has reasonably concluded that 
Environmental Laws in existence on the date as of which this 
representation is made from time to time are not expected to have a 
Material Adverse Effect.  Neither the Borrower nor any Subsidiary has 
received any notice to the effect that its operations are not in material 
compliance with any of the requirements of applicable Environmental 
Laws or are the subject of any federal or state investigation evaluating 
whether any remedial action is needed to respond to a release of any 
toxic or hazardous waste or substance into the environment, which non-
compliance or remedial action could have a Material Adverse Effect.

5.17	  Investment Company Act.  Neither the Borrower nor any 
Subsidiary thereof is an "investment company" or a company 
"controlled" by an "investment company", within the meaning of the 
Investment Company Act of 1940, as amended.

5.18	  Public Utility Holding Company Act.  Neither the Borrower 
nor any Subsidiary is 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.

5.19	  Post-Retirement Benefits.  The present value of the expected 
cost of post-retirement medical and insurance benefits payable by the 
Borrower and its Subsidiaries to its employees and former employees, as 
estimated by the Borrower in accordance with the Agreement 
Accounting Principles, does not exceed the level at which the same 
would have a Material Adverse Effect.

5.20	  Insurance.  The certificate signed by the President or Chief 
Financial Officer of the Borrower, that attests to the existence and 
adequacy of, and summarizes, the property and casualty insurance 
program carried by the Borrower and that has been furnished by the 
Borrower to the Agent and the Lenders, is complete and accurate.  This 
summary includes the insurer's or insurers' name(s), policy number(s), 
expiration date(s), amount(s) of coverage, type(s) of coverage, 
exclusion(s), and deductibles.  This summary also includes similar 
information, and describes any reserves, relating to any self-insurance 
program that is in effect.

5.21	  Solvency.  

	(a)	Immediately after the consummation of the transactions 
to occur on the date hereof and immediately following 
the making of each Loan, if any, made on the date hereof 
and after giving effect to the application of the proceeds 
of such Loans:

		(i)	the fair value of the assets of the Borrower and 
the Subsidiaries on a consolidated basis, at a fair 
valuation, will exceed the debts and liabilities, 
subordinated, contingent or otherwise, of the 
Borrower and the Subsidiaries on a consolidated 
basis;

		(ii)	the present fair saleable value of the property of 
the Borrower and the Subsidiaries on a 
consolidated basis will be greater than the amount 
that will be required to pay the probable liability 
of the Borrower and the Subsidiaries on a 
consolidated basis on their debts and other 
liabilities, subordinated, contingent or otherwise, 
as such debts and other liabilities become 
absolute and matured;

		(iii)	the Borrower and the Subsidiaries on a 
consolidated basis will be able to pay their debts 
and liabilities, subordinated, contingent or 
otherwise, as such debts and liabilities become 
absolute and matured; and

		(iv)	the Borrower and the Subsidiaries on a 
consolidated basis will not have unreasonably 
small capital with which to conduct the 
businesses in which they are engaged as such 
businesses are now conducted and are proposed 
to be conducted after the date hereof.

	(b)	The Borrower does not intend to, or to permit any of its 
Subsidiaries to, and does not believe that it or any of its 
Subsidiaries will, incur debts beyond its ability to pay 
such debts as they mature, taking into account the timing 
of and amounts of cash to be received by it or any such 
Subsidiary and the timing of the amounts of cash to be 
payable on or in respect of its Indebtedness or the 
Indebtedness of any such Subsidiary.

5.22	  Environmental Warranties.  Except as set forth in Note 24 to 
the 1996 Statements:

	(a)	all facilities and property (including underlying 
groundwater) owned or leased by the Borrower or any 
of its Subsidiaries have been, and continue to be, owned 
or leased by the Borrower and its Subsidiaries in material 
compliance with all Environmental Laws;

	(b)	there has been no past, and there are no pending or 
threatened:

		(i)	claims, complaints, notices or requests for 
information  received by the Borrower or any of 
its Subsidiaries with respect to any alleged 
violation of any Environmental Law, or

		(ii)	complaints, notices or inquiries to the Borrower 
or any of its Subsidiaries regarding potential 
liability under any Environmental Law;

that, singly or in the aggregate have, or may reasonably 
be expected to have, a Material Adverse Effect;

	(c)	there have been no Releases of Hazardous Materials at, 
on or under any property now or previously owned or 
leased by the Borrower or any of its Subsidiaries that, 
singly or in the aggregate, have, or may reasonably be 
expected to have, a Material Adverse Effect;

	(d)	the Borrower and its Subsidiaries have been issued and 
are in material compliance with all permits, certificates, 
approvals, licenses and other authorizations relating to 
environmental matters and necessary or desirable for 
their businesses;

	(e)	no property now or previously owned or leased by the 
Borrower or any of its Subsidiaries is listed or proposed 
for listing (with respect to owned property only) on the 
National Priorities List pursuant to CERCLA, on the 
CERCLIS or on any similar state list of sites requiring 
investigation or clean-up ("Listed Properties") that, 
singly or in the aggregate, have, or may reasonably be 
expected to have, a Material Adverse Effect; Borrower 
agrees to provide prompt notice of any properties 
becoming Listed Properties;

	(f)	there are no underground storage tanks, active or 
abandoned, including petroleum storage tanks, on or 
under any property now or previously owned or leased 
by the Borrower or any of its Subsidiaries that, singly or 
in the aggregate, have, or may reasonably be expected to 
have, a Material Adverse Effect;

	(g)	without independent investigation of historic offsite 
waste site disposal practices, neither the Borrower nor 
any Subsidiary of the Borrower has directly transported 
or directly arranged for the transportation of any 
Hazardous Material to any location which is listed or 
proposed for listing on the National Priorities List 
pursuant to CERCLA, on CERCLIS or on any similar 
state list or which is the subject of federal, state or local 
enforcement actions or other investigations which may 
lead to claims against the Borrower or such Subsidiary 
thereof for any remedial work, damage to natural 
resources or personal injury, including, but not limited 
to, claims under CERCLA which claims, singly or in the 
aggregate, have, or may reasonably be expected to have, 
a Material Adverse Effect; and

	(h)	there are no polychlorinated biphenyls or friable asbestos 
present at any property now or previously owned or 
leased by the Borrower or any Subsidiary of the 
Borrower that, singly or in the aggregate, have, or may 
reasonably be expected to have, a Material Adverse 
Effect.


ARTICLE VI 

COVENANTS

	During the term of this Agreement, unless the Required Lenders 
shall otherwise consent in writing:

6.1	  Financial Reporting.  The Borrower will maintain, for itself and 
each Subsidiary, a system of accounting established and administered in 
accordance with generally accepted accounting principles, and furnish to 
the Lenders:

	(a)	Within 105 days after the close of each of its fiscal years, 
an unqualified (except for qualifications relating to 
changes in accounting principles or practices reflecting 
changes in generally accepted principles of accounting 
and required or approved by the Borrower's independent 
certified public accountants) audit report certified by 
Borrower's independent certified public accountants, 
(Borrower's current independent certified public 
accountants and any other Big 6 accounting firm are 
conclusively deemed acceptable) prepared in accordance 
with Agreement Accounting Principles on a consolidated 
basis for itself and the Subsidiaries, including balance 
sheets as of the end of such period, related profit and 
loss and reconciliation of surplus statements, and a 
statement of cash flows (provided that delivery within 
the time period specified above of copies of the 
Borrower's Annual Report on Form 10-K prepared in 
compliance with the requirements therefor and filed with 
the Securities and Exchange Commission shall be 
deemed to satisfy the foregoing requirements of this 
Section6.1(a)), accompanied (irrespective of whether a 
Form 10-K or separate financial statements are provided) 
by a certificate of said accountants that, in the course of 
their examination necessary for their certification of the 
foregoing, they have obtained no knowledge of any 
Default or Unmatured Default, or if, in the opinion of 
such accountants, any Default or Unmatured Default 
shall exist, stating the nature and status thereof.

	(b)	Within 60 days after the close of the first three quarterly 
periods of each of its fiscal years, for itself and the 
Subsidiaries, consolidated unaudited balance sheets as at 
the close of each such period and consolidated profit and 
loss and reconciliation of surplus statements and a 
statement of cash flows for the period from the beginning 
of such fiscal year to the end of such quarter (provided 
that delivery within the time period specified above of 
copies of the Borrower's Quarterly Report on Form 10-Q 
prepared in compliance with the requirements therefor 
and filed with the Securities and Exchange Commission 
shall be deemed to satisfy the foregoing requirements of 
this Section6.1(b)), all certified by its chief financial 
officer.

	(c)	Together with the financial statements required under 
Sections 6.1(a) and (b), a compliance certificate in 
substantially the form of Exhibit "C" hereto signed by its 
chief financial officer showing the calculations necessary 
to determine compliance with this Agreement and stating 
that no Default or Unmatured Default exists, or if any 
Default or Unmatured Default exists, stating the nature 
and status thereof.

	(d)	As soon as possible and in any event within 10 days after 
the Borrower knows that any Reportable Event has 
occurred with respect to any Plan, a statement, signed by 
the chief financial officer of the Borrower, describing 
said Reportable Event and the action which the 
Borrower proposes to take with respect thereto.

	(e)	As soon as possible and in any event within 10 days after 
receipt by the Borrower, a copy of (i) any material notice 
or claim to the effect that the Borrower or any of its 
Subsidiaries is or may be liable to any Person as a result 
of the release by the Borrower, any of its Subsidiaries, or 
any other Person of any toxic or hazardous waste or 
substance into the environment, and (ii) any material 
notice alleging any violation of any federal, state or local 
environmental, health or safety law or regulation by the 
Borrower or any of its Subsidiaries.

	(f)	Promptly upon the furnishing thereof to the shareholders 
of the Borrower, copies of all financial statements, 
reports and proxy statements so furnished.

	(g)	Promptly upon the filing thereof, copies of all 
registration statements and annual, quarterly, monthly or 
other regular reports which the Borrower or any of its 
Subsidiaries files with the Securities and Exchange 
Commission.

	(h)	Such other information (including non-financial 
information) as the Agent or any Lender may from time 
to time reasonably request.

6.2	  Use of Proceeds.  The Borrower will, and will cause each 
Subsidiary to, use the proceeds of the Advances for any one or more of 
the following purposes: working capital, general corporate purposes, 
and Acquisitions allowed under Section6.14(g), and to repay 
outstanding Advances; provided, however, that within 15 days prior to 
funding any Acquisition with proceeds of any Advance in excess of 
$10,000,000, the Borrower shall provide the Agent and each of the 
Lenders with a summary of the terms and conditions of the Acquisition 
and information concerning the target, including such information 
concerning the target as would be the subject of a report under 
Section6.1 if the target were then a Subsidiary.  The Borrower will not, 
nor will it permit any Subsidiary to, use any of the proceeds of the 
Advances to purchase or carry any "margin stock" (as defined in 
Regulation U).

6.3	  Notice of Default.  The Borrower will, and will cause each 
Subsidiary to, give prompt notice in writing to the Lenders of the 
occurrence of any Default or Unmatured Default and of any other 
development, financial or otherwise, which could have a Material 
Adverse Effect.

6.4	  Conduct of Business.  The Borrower will, and will cause each 
Subsidiary to, carry on and conduct its business in substantially the same 
manner and in substantially the same fields of enterprise as they are 
presently conducted and to do all things necessary to remain duly 
incorporated, validly existing and in good standing as a domestic 
corporation in its jurisdiction of incorporation and maintain all requisite 
authority to conduct its business in each jurisdiction in which its 
business is conducted; provided, however, the Borrower may allow any 
Subsidiary to merge with the Borrower or another Subsidiary or 
dissolve or disqualify itself from its authority to conduct business, to the 
extent consistent with sound business practice.

6.5	  Dividend Restrictions.  The Borrower will not, and will not 
authorize any Subsidiary to, issue dividends, repurchase stock or make 
other distributions, if there is or would be a Default or Unmatured 
Default prior to or as a result of such issuance of dividends, repurchase 
of stock or other distribution.

6.6	  Taxes.  The Borrower will, and will cause each Subsidiary to, 
timely file complete and correct United States federal and applicable 
foreign, state and local tax returns required by law and pay when due all 
taxes, assessments and governmental charges and levies upon it or its 
income, profits or Property, except those which are being contested in 
good faith by appropriate proceedings and with respect to which 
adequate reserves have been set aside in accordance with Agreement 
Accounting Principles.

6.7	  Insurance.  The Borrower will, and will cause each Subsidiary 
to, maintain with financially sound and reputable insurance companies 
insurance on all their Property in such amounts and covering such risks 
as is consistent with sound business practice, and the Borrower will 
furnish to any Lender upon request full information as to the insurance 
carried.

6.8	  Compliance with Laws.  The Borrower will, and will cause 
each Subsidiary to, comply in all material respects with all laws, rules, 
regulations, orders, writs, judgments, injunctions, decrees or awards to 
which it may be subject.

6.9	  Maintenance of Properties.  The Borrower will, and will cause 
each Subsidiary to, do all things necessary to maintain, preserve, protect 
and keep its Property in good repair, working order and condition, and 
make all necessary and proper repairs, renewals and replacements so 
that its business carried on in connection therewith may be properly 
conducted at all times.

6.10	  Inspection.  The Borrower will, and will cause each Subsidiary 
to, permit the Agent and the Lenders, by their respective representatives 
and agents, to inspect any of the Property, corporate books and financial 
records of the Borrower and each Subsidiary, to examine and make 
copies of the books of accounts and other financial records of the 
Borrower and each Subsidiary, and to discuss the affairs, finances and 
accounts of the Borrower and each Subsidiary with, and to be advised 
as to the same by, their respective officers at such reasonable times and 
intervals as the Lenders may designate.

6.11	  Indebtedness.  

	(a)	Borrower will not, nor will it permit any Subsidiary to, 
create, assume, incur, guarantee, suffer to exist or 
otherwise become liable in respect of any Indebtedness if 
the aggregate outstanding amount of Indebtedness of 
Borrower and its Subsidiaries exceeds fifty (50%) 
percent of Total Capitalization, and further provided, 
that if such Indebtedness is secured by a Lien, such Lien 
is permitted by Section 6.15 hereof.

	(b)	Borrower will not, nor will not permit any Subsidiary to, 
create, assume, incur, guarantee, suffer to exist or 
otherwise become liable in respect of any Priority Debt 
unless, immediately after giving effect thereto and to the 
application of the proceeds of such Priority Debt, the 
aggregate amount of Priority Debt does not exceed 10% 
of Tangible Net Worth.

		As used herein, "Priority Debt" means (without 
duplication) (A) all secured Indebtedness not permitted 
under clauses (a) through (i) of Section6.15, (B) all 
Indebtedness and Preferred Stock of Subsidiaries (other 
than Indebtedness or Preferred Stock owing to or held 
by the Borrower or a Wholly-Owned Subsidiary or 
Indebtedness of the Borrower guaranteed by the 
Guarantor) and (C) all Attributable Debt of the Borrower 
and its Subsidiaries with respect to all Sale and 
Leaseback Transactions (other than Attributable Debt in 
respect of an obligation owed to the Borrower or a 
Wholly-Owned Subsidiary).

		For purposes of this Section6.11, a Subsidiary shall be 
deemed to have incurred Indebtedness or Attributable 
Debt in respect of any obligation previously owed to the 
Borrower or to a Wholly-Owned Subsidiary and to have 
issued Preferred Stock previously held by the Borrower 
or a Wholly-Owned Subsidiary on the date the obligee or 
holder ceases for any reason to be the Borrower or a 
Wholly-Owned Subsidiary, and a Person that hereafter 
becomes a Subsidiary shall be deemed at that time to 
have incurred all of its outstanding Indebtedness and 
Attributable Debt and to have issued all of its 
outstanding Preferred Stock.

6.12	  Merger.  Borrower will not, nor will it permit any Subsidiary, 
to merge or consolidate with or into any other Person, except that:

	(a)	any Subsidiary may merge with Borrower or any other 
Subsidiary, provided that Borrower is the surviving 
entity following such merger involving the Borrower;

	(b)	Borrower may merge with any other Person, provided 
that (i) the Borrower is the surviving entity, (ii) at the 
time of, and after giving effect to such merger, no 
Default or Unmatured Default exists and is continuing, 
and (iii) after giving effect thereto, Borrower could incur 
One Dollar ($1) of Indebtedness pursuant to Section 
6.11; and

	(c)	any Subsidiary may merge with another Person, provided 
that Borrower owns a portion of the surviving entity, and 
if such portion is less than fifty (50%) percent, the net 
book value of all assets so merged during the term of this 
Agreement shall not exceed ten (10%) percent of the 
book value (at date of determination) of Borrower's 
Consolidated Assets; provided, however, that no merger 
of a Subsidiary shall be permitted if there is or would be 
a Default or Unmatured Default prior to or as a result of 
the merger.

Whether or not a transaction, act or omission is permissible under this 
Section 6.12, Section 6.13 or Section 6.14 shall not effect, restrict or in 
any way limit the effectiveness of any other provisions of this 
Agreement pertaining to a Change in Control.

6.13	  Sale of Assets.  The Borrower will not, nor will it permit any 
Subsidiary to, lease, sell or otherwise dispose of its Property, to any 
other Person, except:

	(a)	Sales of inventory in the ordinary course of business.

	(b)	Leases, sales or other dispositions of its Property 
(including without limitations Sale and Leaseback 
Transactions) that in the good faith opinion of the 
Borrower are in exchange for consideration to the 
Borrower or its applicable Subsidiary, as the case may 
be,  having a fair market value at least equal to that of 
the property transferred and is in the best interest of the 
Borrower or such Subsidiary, and that (i)together with 
all other Property of the Borrower and its Subsidiaries 
previously leased, sold or disposed of (other than 
inventory in the ordinary course of business) as permitted 
by this Section during the twelve-month period ending 
with the month in which any such lease, sale or other 
disposition occurs (and in the case of any such sale or 
other disposition occurring during the first year of this 
Agreement, such shorter period as begins on the date 
hereof but ends with the month in which such lease, sale 
or other disposition occurs), do not constitute a 
Substantial Portion of the Property of the Borrower and 
its Subsidiaries, and (ii)together with all other Property 
of the Borrower and its Subsidiaries previously leased, 
sold or disposed of (other than inventory in the ordinary 
course of business) as permitted by this Section after the 
date hereof, do not constitute a Substantial Portion of 
the Property of the Borrower and its Subsidiaries; 
provided, however, that Borrower will not be permitted 
to lease, sell or otherwise dispose of its Property if a 
Default or Unmatured Default exists prior to or would 
exist as a result of the proposed disposition of Property.

	In the event that all or substantially all of the capital stock or 
assets of the Guarantor is leased, sold or otherwise disposed of in 
accordance with the provisions of this Section 6.13, the Guarantor, at 
the Borrower's request, shall be discharged from all of its obligations 
and liabilities under the Guaranty by the Lenders entering into a release 
in form and substance reasonably satisfactory to the Borrower and the 
Agent; provided, however, that this sentence shall not apply (i) if a 
Default or Unmatured Default then exists or would exist as a result of 
the lease, sale or other disposition, (ii) if any amount is then due and 
payable under the Guaranty, or (iii)if the Guarantor at the time of the 
disposition of all or substantially all of its capital stock or assets is a 
guarantor of any other debt or obligation of the Borrower that is not 
also concurrently being released.

	For purposes of Section6.13(b)(i) and (ii), (x) any portion of the 
proceeds of a lease, sale or other disposition of Property that is applied 
to a Debt Prepayment Application within one hundred and eighty days 
(180) days after the effective date of the transaction and/or (y) any 
portion of such proceeds applied to a Property Reinvestment 
Application shall be deducted for purposes of determining whether a 
Substantial Portion of the Property of the Borrower and its Subsidiaries 
has been leased, sold or otherwise disposed of; provided, however, that 
the aggregate amount of any and all deductions under clause (y) above 
for purposes of determining whether a Substantial Portion of the 
Property of Borrower and its Subsidiaries has been leased, sold or 
otherwise disposed of, excluding the sale of all or substantially all of the 
capital stock or assets of Guarantor, shall not exceed 5% of the 
Consolidated Assets of the Borrower and its Subsidiaries as of 
December31, 1996 for purposes of the calculations in clause (ii) in the 
definition of "Substantial Portion." "Debt Prepayment Application" 
means, with respect to any sale, lease or other disposition of Property, 
the application by the Borrower or one of its Subsidiaries of cash in any 
amount equal to any portion of the proceeds therefrom to pay senior 
Indebtedness of the Company (other than senior Indebtedness in respect 
of any revolving credit or similar credit facility providing the Borrower 
or a Subsidiary with the right to obtain loans or other extensions of 
credit from time to time, except to the extent that in connection with 
such payment of Indebtedness the availability of credit under such credit 
facility is permanently reduced by an amount not less than the amount of 
such proceeds applied to the payment of such Indebtedness), provided 
that in the course of making such application the Borrower shall prepay 
pursuant to Section2.7 principal of the Advances, and shall reduce the 
Aggregate Commitment pursuant to Section2.5, in an amount at least 
equal to the product of (x) the amount of proceeds being so applied to 
the payment of senior Indebtedness multiplied by (y) a fraction, the 
numerator of which is the unpaid principal amount of the Advances at 
the time outstanding and the denominator of which is the aggregate 
unpaid principal amount of all senior Indebtedness of the Borrower.  
"Property Reinvestment Application" means, with respect to any sale, 
lease or other disposition of Property, the application of a portion of the 
proceeds therefrom to the acquisition by the Borrower or any Subsidiary 
of operating assets to be used in the ordinary course of business by the 
Borrower or such Subsidiary provided:

	(i)	the board of directors of the Borrower shall have 
approved the construction, acquisition or improvement 
of a non-current operating asset within 12 months before 
or six months after such transaction, and

	(ii)	the Borrower or a Subsidiary shall have entered into a 
definitive agreement for such construction, acquisition or 
improvement of a non-current operating asset or shall 
have commenced such construction, acquisition or 
improvement of a non-current operating asset within 12 
months after such transaction.

6.14	  Investments and Acquisitions.  The Borrower will not, nor will 
it permit any Subsidiary to, make or suffer to exist any Investments, or 
commitments therefor or to become a partner or member in any 
partnership, limited liability company or joint venture, or to make any 
Acquisition, except:

	(a)	Short-term obligations of, or fully guaranteed by, the 
United States of America.

	(b)	Commercial paper rated A-1 or better by Standard and 
Poor's Ratings Group, a division of McGraw Hill, Inc. or 
P-1 or better by Moody's Investors Service, Inc.

	(c)	Demand deposit accounts maintained in the ordinary 
course of business.

	(d)	Certificates of deposit issued by and time deposits with 
commercial banks (whether domestic or foreign) having 
capital and surplus in excess of $100,000,000.

	(e)	Existing Investments in existence on the date hereof and 
described in Schedule "1" hereto and additional 
investments in Kosmos Cement Company.

	(f)	Investments in Subsidiaries or Persons that concurrently 
with such Investment become a Subsidiary, provided that 
(i) the aggregate transfer of value to a Subsidiary or a 
Person that concurrently becomes a Subsidiary in 
connection with any such Investments under this clause 
(f) shall in no event exceed 10% of Consolidated Assets, 
and (ii) if such Investment results in such Subsidiary or 
Person becoming a Significant Subsidiary, then the 
Borrower shall cause such Subsidiary or Person to 
become a guarantor of Borrower's Obligations under this 
Agreement by the execution and delivery of a guaranty in 
substantially the form of Guaranty, as acceptable to the 
Agent.

	(g)	Any Acquisition to the extent that such Acquisition 
involves only one or more businesses in which the 
Borrower and its Subsidiaries are engaged on the date of 
this Agreement as described in the reports and proxy 
statements filed by Borrower with the Securities and 
Exchange Commission since December 31, 1995, or 
substantially similar businesses, provided that if as a 
result of such Acquisition, the  acquired Person or 
acquisition entity becomes a Significant Subsidiary, then 
such Person or entity shall become a guarantor of 
Borrower's Obligations under this Agreement by the 
execution and delivery of a guaranty in substantially the 
form of Guaranty, as acceptable to the Agent.

	(h)	Investments in repurchase agreements not exceeding 
ninety (90) days in duration collateralized by obligations 
of the United States of America or any agency or 
instrumentality thereof, entered into with a commercial 
bank meeting the requirements of clause (d) above, 
provided that such repurchase agreements are secured by 
a perfected transfer of and security interest in such 
obligations.

	(i)	Investments in tax-exempt obligations of any state of the 
United States, or any municipality of any such state, in 
each case rated "AA" or better by Standard & Poors 
Ratings Service, a division of The McGraw Hill 
Companies, Inc., "Aa2" or better by Moody's Investors 
Service, Inc. or an equivalent rating by any other credit 
rating agency of recognized national standing, provided 
that such obligations mature within three hundred and 
sixty five (365) days from the date of acquisition thereof.

	(j)	Investments arising from the sale of goods or services in 
the ordinary course of business.

	(k)	Purchases of the Borrower's Common Stock or 
Warrants.

	(l)	All other Investments not listed in clauses (a) - (k) to the 
extent that the aggregate amount of such Investments 
owned at any time by the Borrower and all Subsidiaries 
would not exceed 10% of Tangible Net Worth.

Borrower shall not be permitted to make any Investments or 
Acquisitions listed in clauses (e), (f), (g), (k) or (l) of this Section 6.14, 
if there is or would be a Default or Unmatured Default prior to or as a 
result of such Investment or Acquisition.

6.15	  Liens.  The Borrower will not, nor will it permit any Subsidiary 
to, create, incur, or suffer to exist any Lien in, of or on the Property of 
the Borrower (including without limitation the stock of any 
Subsidiaries) or any of its Subsidiaries, except:

	(a)	Liens for taxes, assessments or governmental charges or 
levies on its Property if the same shall not at the time be 
delinquent or thereafter can be paid without penalty, or 
are being contested in good faith and by appropriate 
proceedings and for which adequate reserves in 
accordance with generally accepted principles of 
accounting shall have been set aside on its books.

	(b)	Liens imposed by law, such as carriers', warehousemen's 
and mechanics' liens and other similar liens arising in the 
ordinary course of business which secure payment of 
obligations not more than 60 days past due or which are 
being contested in good faith by appropriate proceedings 
and for which adequate reserves shall have been set aside 
on its books.

	(c)	Liens arising out of pledges or deposits under worker's 
compensation laws, unemployment insurance, old age 
pensions, or other social security or retirement benefits, 
or similar legislation.

	(d)	Utility easements, building restrictions and such other 
encumbrances or charges against real property as are of a 
nature generally existing with respect to properties of a 
similar character and which do not in any material way 
affect the marketability of the same or interfere with the 
use thereof in the business of the Borrower or the 
Subsidiaries.

	(e)	Liens created to secure all or any part of the purchase 
price, or to secure Indebtedness incurred or assumed to 
pay all or any part of the purchase price or cost of 
construction, of tangible property (or any improvement 
thereon) acquired or constructed by the Borrower or a 
Subsidiary after the date hereof, provided that:

		(i)	any such Lien shall extend solely to the item or 
items of such property (or improvement thereon) 
so acquired or constructed and, if required by the 
terms of the instrument originally creating such 
Lien, other property (or improvement thereon) 
which is an improvement to or is acquired for 
specific use in connection with such acquired or 
constructed property (or improvement thereon) 
or which is real property being improved by such 
acquired or constructed property (or 
improvement thereon),

		(ii)	the principal amount of the Indebtedness secured 
by all such Liens in respect of any such property 
shall at no time exceed an amount equal to the 
lesser of (x) the cost to the Borrower or such 
Subsidiary of the property (or improvement 
thereon) so acquired or constructed and (y) the 
fair market value (as determined in good faith by 
the board of directors of the Borrower) of such 
property (or improvement thereon) at the time of 
such acquisition or construction, and

		(iii)	any such Lien shall be created 
contemporaneously with or within one hundred 
eighty (180) days after, the acquisition or 
construction of such property.

	(f)	Any Lien existing on property of a Person immediately 
prior to its being consolidated with or merged into the 
Borrower or a Subsidiary or its becoming a Subsidiary, 
or any Lien existing on any property acquired by the 
Borrower or any Subsidiary at the time such property is 
so acquired (whether or not the Indebtedness secured 
thereby shall have been assumed), provided that (i) no 
such Lien shall have been created or assumed in 
contemplation of such consolidation or merger or such 
Person's becoming a Subsidiary or such acquisition of 
property, and (ii) each such Lien shall extend solely to 
the item or items of property so acquired and, if required 
by the terms of the instrument originally creating such 
Lien, other property which is an improvement to or is 
acquired for specific use in connection with such 
acquired property.

	(g)	Any Lien renewing, extending or refunding any Lien 
permitted by clause (e) or (f) above, provided that (i) the 
principal amount of Indebtedness secured by such Lien 
immediately prior to such extension, renewal or 
refunding is not increased or the maturity thereof 
reduced, (ii) such Lien is not extended to any other 
property, and (iii) immediately after such renewal, 
extension or refunding no Default or Unmatured Default 
would exist.

	(h)	Liens (other than any Lien imposed by ERISA) incurred 
or deposits made in the ordinary course of business to 
secure (or to obtain letters of credit that secure) the 
performance of tenders, statutory obligations, surety 
bonds, appeal bonds (not in excess of $10,000,000) bids, 
leases (other than Capitalized Leases), performance 
bonds, purchase, construction or sales contracts and 
other similar obligations, in each case not incurred or 
made in connection with the borrowing of money, the 
obtaining of advances or credit or the payment of the 
deferred purchase price of property.

	(i)	Any attachment or judgment Lien, unless the judgment it 
secures (i) shall not, within thirty (30) days after the 
entry thereof, have been discharged or execution thereof 
stayed pending appeal, or shall not have been discharged 
within thirty (30) days after the expiration of any such 
stay or (ii) exceeds $10,000,000.

	(j)	Other Liens not otherwise permitted by clauses (a) 
through (i) above, provided that after giving effect 
thereto and to the Indebtedness secured by any such 
Liens the aggregate amount of Priority Debt secured by 
any Lien in, of or on Property of the Borrower or any of 
its Subsidiaries does not exceed ten (10%) percent of 
Tangible Net Worth.

6.16	  ERISA.  The Borrower will, and will cause each of its 
Subsidiaries to:

	(a)	maintain all Plans of the Borrower and each of its 
Subsidiaries so that the aggregate Unfunded Vested 
Liabilities of all such Plans determined in accordance 
with Financial Accounting Standards Board Statement 
No.87 does not exceed the level at which the same 
would have a Material Adverse Effect; and

	(b)	as soon as reasonably possible after the Borrower knows 
or has reason to know that any Reportable Event or any 
Termination Event with respect to any Plan of the 
Borrower or an ERISA Affiliate has occurred, furnish to 
each Bank a statement signed by a senior officer of the 
Borrower setting forth details as to such Reportable 
Event or Termination Event and the action, if any, which 
the Borrower or the ERISA Affiliate proposes to take 
with respect thereto, together with a copy of any notice 
of such Reportable Event or Termination Event furnished 
to PBGC.

6.17	  Affiliates.  The Borrower will not, and will not permit any 
Subsidiary to, enter into any transaction (including, without limitation, 
the purchase or sale of any Property or service) with, or make any 
payment or transfer to, any Affiliate except in the ordinary course of 
business (it being agreed that purchases of the Borrower's Common 
Stock and Warrants are in the ordinary course of business) and pursuant 
to the reasonable requirements of the Borrower's or such Subsidiary's 
business and upon fair and reasonable terms no less favorable to the 
Borrower or such Subsidiary than the Borrower or such Subsidiary 
would obtain in a comparable arms-length transaction.  Neither the 
Borrower nor any Subsidiary shall agree to any provision in any 
agreement placing any limitation, restriction or prohibition on the ability 
of any Subsidiary to make any distribution or loan to the Borrower.

6.18	  Environmental Covenants.  The Borrower will, and will cause 
each of its Subsidiaries to:

	(a)	use and operate all of its facilities and properties in 
material compliance with all Environmental Laws, keep 
all necessary permits, approvals, certificates and licenses 
in effect and remain in material compliance therewith, 
and handle all Hazardous Materials in material 
compliance with all applicable Environmental Laws;

	(b)	immediately notify the Agent and provide copies upon 
receipt of all material written claims, complaints, notices 
or inquiries relating to the condition of its facilities and 
properties or compliance with Environmental Laws, and 
shall promptly cure and have dismissed with prejudice 
any such actions and proceedings; and

	(c)	provide such information and certifications which the 
Agent may reasonably request from time to time to 
insure compliance with this Section 6.18.

6.19	  Sale of Accounts.  The Borrower will not, nor will it permit 
any Subsidiary to, sell or otherwise dispose of any notes receivable or 
accounts receivable, with or without recourse, except (a) ancillary 
dispositions to facilitate collection of problem pay receivables in the 
ordinary course of business, and (b) sale of accounts incident to a sale of 
a business made in accordance with Section6.13.

6.20	  Financial Covenants.  

	(a)	Leverage Ratio.  The ratio of Total Debt to Total 
Capitalization shall not exceed 50% at any time; 
compliance testing shall be on a quarterly basis, 
determined as of the last day of each calendar quarter 
beginning as of March 31, 1997.

	(b)	Fixed Charge Coverage Ratio.  The Fixed Charge 
Coverage Ratio shall not be less than 2.50:1.00 at any 
time, as determined on the last day of each calendar 
quarter beginning as of March31, 1997 for the four 
immediately preceding consecutive calendar quarters 
then ended; compliance testing shall be on a quarterly 
basis.

	(c)	Tangible Net Worth.  Tangible Net Worth shall not be at 
any time less than the sum of (i)Two Hundred Million 
Dollars ($200,000,000) (the "Base Tangible Net 
Worth"), plus (ii) fifty percent(50%) of cumulative 
quarterly Consolidated Net Income (without any 
reduction in the event such cumulative quarterly 
Consolidated Net Income is negative) after December 
31, 1996, plus (iii)eighty percent (80%) of the net 
proceeds from any equity offering by the Borrower 
(excluding proceeds realized upon exercise of warrants 
outstanding on the date of this Agreement and proceeds 
realized upon exercises of management or directors stock 
options whenever issued under current Board 
authorization); compliance testing shall be on a quarterly 
basis, as determined on the last day of each calendar 
quarter beginning as of March31, 1997; provided, 
however, that if the Borrower does not repurchase, 
redeem or otherwise acquire $25,000,000 of its capital 
stock or warrants prior to December31, 1998, then on 
January 1, 1999 the amount of the Base Tangible Net 
Worth for purposes of this Section6.20(c) shall be 
increased by $25,000,000 less the purchase price of any 
capital stock or warrants of the Borrower repurchased, 
redeemed or otherwise acquired between January 1, 
1997 and December31, 1998.


ARTICLE VII 

DEFAULTS

	The occurrence of any one or more of the following events shall 
constitute a Default:

	7.1	Any representation or warranty made or deemed made 
by or on behalf of the Borrower or any of its Subsidiaries to the 
Lenders, the LC Issuer or the Agent under or in connection with this 
Agreement, any Credit Extension, the Guaranty, or any certificate or 
information delivered in connection with this Agreement or any other 
Loan Document shall be materially false on the date as of which made.

	7.2.	Nonpayment of any Reimbursement Obligation or the 
principal of any Note when due, or nonpayment of interest upon any 
Note or Reimbursement Obligation or of any Commitment Fee, LC Fee 
or other payment obligations under any of the Loan Documents within 
five days after the same becomes due.

	7.3.	The breach by the Borrower of any of the terms or 
provisions of Article VI.

	7.4.	The breach by the Borrower (other than a breach which 
constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms 
or provisions of this Agreement which is not remedied within ten days 
after written notice from the Agent or any Lender.

	7.5.	Failure of the Borrower or any of its Subsidiaries or any 
Guarantor to pay when due any Indebtedness aggregating in excess of 
$3,000,000 ("Material Indebtedness"); or the default by the Borrower or 
any of its Subsidiaries or any Guarantor in the performance of any term, 
provision or condition contained in any agreement under which any such 
Material Indebtedness was created or is governed, or any other event 
shall occur or condition exist, the effect of which is to cause, or to 
permit the holder or holders of such Material Indebtedness to cause, 
such Material Indebtedness to become due prior to its stated maturity; 
or any Material Indebtedness of the Borrower or any of its Subsidiaries 
or any Guarantor shall be declared to be due and payable or required to 
be prepaid or repurchased (other than by a regularly scheduled payment) 
prior to the stated maturity thereof; or the Borrower or any of its 
Significant Subsidiaries or any Guarantor shall not pay, or admit in 
writing its inability to pay, its debts generally as they become due.

	7.6.	The Borrower or any of its Significant Subsidiaries or 
any Guarantor shall (i)have an order for relief entered with respect to it 
under the Federal bankruptcy laws as now or hereafter in effect, (ii) 
make an assignment for the benefit of creditors, (iii) apply for, seek, 
consent to, or acquiesce in, the appointment of a receiver, custodian, 
trustee, examiner, liquidator or similar official for it or any Substantial 
Portion of its Property, (iv) institute any proceeding seeking an order 
for relief under the Federal bankruptcy laws as now or hereafter in effect 
or seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, 
winding up, liquidation, reorganization, arrangement, adjustment or 
composition of it or its debts under any law relating to bankruptcy, 
insolvency or reorganization or relief of debtors or fail to file an answer 
or other pleading denying the material allegations of any such 
proceeding filed against it, (v) take any corporate action to authorize or 
effect any of the foregoing actions set forth in this Section 7.6 or (vi) 
fail to contest in good faith any appointment or proceeding described in 
Section 7.7.

	7.7.	Without the application, approval or consent of the 
Borrower or any of its Subsidiaries, or any Guarantor, a receiver, 
trustee, examiner, liquidator or similar official shall be appointed for the 
Borrower or any of its Significant Subsidiaries or any Guarantor or any 
Substantial Portion of its Property, or a proceeding described in Section 
7.6(iv) shall be instituted against the Borrower or any of its Significant 
Subsidiaries or any Guarantor and such appointment continues 
undischarged or such proceeding continues undismissed or unstayed for 
a period of 30 consecutive days.

	7.8.	Any court, government or governmental agency shall 
condemn, seize or otherwise appropriate, or take custody or control of 
(each a "Condemnation"), all or any portion of the Property of the 
Borrower and its Significant Subsidiaries or any Guarantor which, when 
taken together with all other Property of the Borrower and its 
Subsidiaries or any Guarantor so condemned, seized, appropriated, or 
taken custody or control of, during the twelve-month period ending 
with the month in which any such Condemnation occurs, constitutes a 
Substantial Portion.

	7.9.	The Borrower or any of its Significant Subsidiaries shall 
fail within 30 days to pay, bond or otherwise discharge any judgment or 
order for the payment of money in excess of $3,000,000, which is not 
stayed on appeal or otherwise being appropriately contested in good 
faith.

	7.10	The Borrower, any ERISA Affiliate or the administrators 
of one or more Plans constituting a Material Plan shall receive notice 
from the PBGC indicating that the PBGC has made a determination that 
it will invoke its rights to terminate such Material Plan under Section 
4042 of ERISA or one or more Plans constituting a Material Plan shall 
be terminated under Section 4042 of ERISA or a trustee shall be 
appointed to administer one or more Plans constituting a Material Plan 
under Section 4042 of ERISA or PBGC shall institute proceedings to 
terminate, or to have a trustee appointed to administer, one or more 
Plans constituting a Material Plan or the Borrower or any ERISA 
Affiliate shall have failed to pay any installment in respect of any 
withdrawal liability of the Borrower or any ERISA Affiliate arising 
under Subtitle E of Title IV of ERISA if such withdrawal liability is at 
the time of such failure in excess of five percent (5%) of Tangible Net 
Worth in respect of any Multiemployer Plan from which the Borrower 
or any ERISA Affiliate has withdrawn pursuant to Subtitle E of Title IV 
of ERISA or proceedings shall have been instituted by the trustee or 
administrator of such Multiemployer Plan against the Borrower or any 
ERISA Affiliate in respect thereof.

	7.11.	The Borrower or any other member of the Controlled 
Group shall have been notified by the sponsor of a Multiemployer Plan 
that it has incurred withdrawal liability to such Multiemployer Plan in an 
amount which, when aggregated with all other amounts required to be 
paid to Multiemployer Plans by the Borrower or any other member of 
the Controlled Group as withdrawal liability (determined as of the date 
of such notification), exceeds $15,000,000 or requires payments 
exceeding $15,000,000 per annum.

	7.12.	The Borrower or any other member of the Controlled 
Group shall have been notified by the sponsor of a Multiemployer Plan 
that such Multiemployer Plan is in reorganization or is being terminated, 
within the meaning of Title IV of ERISA, if as a result of such 
reorganization or termination the aggregate annual contributions of the 
Borrower and the other members of the Controlled Group (taken as a 
whole) to all Multiemployer Plans which are then in reorganization or 
being terminated have been or will be increased over the amounts 
contributed to such Multiemployer Plans for the respective plan years of 
each such Multiemployer Plan immediately preceding the plan year in 
which the reorganization or termination occurs by an amount exceeding 
$5,000,000.

	7.13.	The Borrower or any of its Significant Subsidiaries shall 
be subject to or the subject of any proceeding or investigation pertaining 
to a Release by the Borrower or any of its Subsidiaries, or any other 
Person of any Hazardous Material into the environment, or any violation 
of any Environmental Laws, which, in either case, reasonably could be 
expected to have a Material Adverse Effect.

	7.14.	The occurrence of any "default", as defined in any Loan 
Document (other than this Agreement or the Notes) or the breach of 
any of the terms or provisions of any Loan Document (other than this 
Agreement or the Notes), which default or breach continues beyond any 
period of grace therein provided.

	7.15.	The Borrower shall cease to own 100% of the 
outstanding capital stock of any Subsidiary which has executed a 
Guaranty; or any Guaranty shall fail to remain in full force or effect or 
any action shall be taken to discontinue or to assert the invalidity or 
unenforceability of any Guaranty, or any Guarantor shall fail to comply 
with any of the terms or provisions of any Guaranty to which it is a 
party, or any Guarantor denies that it has any further liability under any 
Guaranty to which it is a party, or gives notice to such effect; provided, 
however, that a release of the Guarantor in accordance with Section 
6.13 hereof shall not constitute a Default.

	7.16.	Nonpayment by the Borrower or any Subsidiary of any 
Rate Hedging Obligation or Letter of Credit when due or the breach by 
the Borrower or any Subsidiary of any term, provision or condition 
contained in any Rate Hedging Agreement or Letter of Credit.

	7.17.	The representations and warranties set forth in 
"Section5.15 Plan Assets; Prohibited Transactions" shall at any time not 
be true and correct.


ARTICLE VIII 

ACCELERATION, WAIVERS, AMENDMENTS AND 
REMEDIES

8.1	  Acceleration.  If any Default described in Section 7.6 or 7.7 
occurs with respect to the Borrower, the Commitments of the Lenders 
hereunder (and the obligations of the LC Issuer to issue Facility LCs) 
shall automatically terminate and the Obligations shall immediately 
become due and payable without any election or action on the part of 
the Agent, the LC Issuer or any Lender.  If any other Default occurs, 
the Required Lenders (or the Agent with the consent of the Required 
Lenders) may terminate or suspend the Commitments of the Lenders 
hereunder (and the obligation of the LC Issuer to issue Facility LCs), or 
declare the Obligations to be due and payable, (whereupon the 
Obligations shall become immediately due and payable, without 
presentment, demand, protest or notice of any kind, all of which the 
Borrower hereby expressly waives) or both.

	If, within 14 days after acceleration of the maturity of the 
Obligations or termination of the Commitments of the Lenders 
hereunder as a result of any Default (other than any Default as described 
in Section 7.6 or 7.7 with respect to the Borrower) and before any 
judgment or decree for the payment of the Obligations due shall have 
been obtained or entered, the Required Lenders (in their sole discretion) 
shall so direct, the Agent (or the LC Issuer) shall, by notice to the 
Borrower, rescind and annul such acceleration and/or termination.

	If the Obligations become due and payable under this Section 
8.1, the Borrower shall immediately deposit with the Agent for the 
benefit of each LC Issuer (and each Lender participating in Facility LCs) 
cash equal to the total aggregate exposure of each LC Issuer (including 
each participating Lender in Facility LCs) under any and all Facility LCs 
then outstanding, to be held by the Agent in a reimbursement account to 
secure and satisfy any and all reimbursement obligations of Borrower 
hereunder with respect to outstanding Facility LCs.  The Agent, for the 
ratable benefit of each of the LC Issuers (and Lenders participating in 
such Facility LCs) shall have a perfected lien, security interest and offset 
right in such reimbursement account and the monies therein to secure all 
reimbursement obligations in respect of such Facility LCs.

8.2	  Amendments.  Subject to the provisions of this Article VIII, the 
Required Lenders (or the Agent or the LC Issuer with the consent in 
writing of the Required Lenders) and the Borrower may enter into 
agreements supplemental hereto for the purpose of adding or modifying 
any provisions to the Loan Documents or changing in any manner the 
rights of the Lenders or the Borrower hereunder or waiving any Default 
hereunder; provided, however, that no such supplemental agreement 
shall, without the consent of each Lender affected thereby:

	(a)	Increase any Lender's Commitment, or extend the 
maturity of any Loan or Note or forgive all or any 
portion of the principal amount thereof, or reduce the 
rate or extend the time of payment of any interest or fees 
hereunder.

	(b)	Reduce the percentage specified in the definition of 
Required Lenders, or otherwise modify in any manner 
the number or percentage of Lenders required to make 
any determinations or waive any rights hereunder or to 
modify the provisions of this Agreement.
	
	(c)	Reduce the amount or extend the payment date for, the 
mandatory payments required under Section 2.2, or 
increase the amount of the Commitment of any Lender 
hereunder, or permit the Borrower to assign its rights 
under this Agreement.

	(d)	Release the Guarantor of any of its guaranty liability 
under the Guaranty, except for a release of the 
Guarantor's liability and obligations under the Guaranty 
in accordance with the provisions of Section 6.13.

	(e)	Amend this Section 8.2 or Section 11.2.

	(f)	Release any guarantor (other than the Guarantor) of its 
obligations with respect to any Advance (principal or 
interest) or Reimbursement Obligation.

	(g)	Reduce the amount or change the payment date of any 
Reimbursement Obligation which may be outstanding 
under Section2.19.

	(h)	Change the amount of the  LC Sublimit.

	(i)	Amend the conditions precedent under Sections4.1 and 
4.2.

	(j)	Amend the assignment provisions under Sections 12.1 
and12.3 hereof.

	(k)	Amend the "Change in Control" definition or related 
provisions under Section2.18 hereof.

	(l)	Amend any payment date under this Agreement 
(including any mandatory prepayment).

	(m)	Amend the provisions of Section6.14, providing that any 
Significant Subsidiary of Borrower shall execute a 
guaranty under this Agreement, substantially in the form 
of the Subsidiary Guaranty dated as of June30,1997.

No amendment of any provision of this Agreement relating to the Agent 
or the LC Issuer shall be effective without the written consent of the 
Agent or the LC Issuer, as the case may be.  The Agent may waive 
payment of the fee required under Section 12.3(b) without obtaining the 
consent of any other party to this Agreement.

8.3	  Preservation of Rights.  No delay or omission of the Lenders, 
the Agent or the LC Issuer to exercise any right under the Loan 
Documents shall impair such right or be construed to be a waiver of any 
Default or an acquiescence therein, and the making of a Credit 
Extension notwithstanding the existence of a Default or the inability of 
the Borrower to satisfy the conditions precedent to such Loan shall not 
constitute any waiver or acquiescence.  Any single or partial exercise of 
any such right shall not preclude other or further exercise thereof or the 
exercise of any other right, and no waiver, amendment or other variation 
of the terms, conditions or provisions of the Loan Documents 
whatsoever shall be valid unless in writing signed by the Lenders 
required pursuant to Section 8.2, and then only to the extent in such 
writing specifically set forth.  All remedies contained in the Loan 
Documents or by law afforded shall be cumulative and all shall be 
available to the Agent, the LC Issuer and the Lenders until the 
Obligations have been paid in full.  Notwithstanding the fact that certain 
enforcement powers reside with the Agent, each Lender has, to the 
extent permitted by law, a separate right of payment and shall be 
considered a separate "creditor" holding a separate "claim" within the 
meaning of Section 101(5) of the United States Bankruptcy Code or any 
other insolvency statute.


ARTICLE IX

GENERAL PROVISIONS

9.1	  Survival of Representations.  All representations and warranties 
of the Borrower contained in this Agreement shall survive delivery of 
the Notes and the making of the Loans herein contemplated.

9.2	  Governmental Regulation.  Anything contained in this 
Agreement to the contrary notwithstanding, no Lender shall be 
obligated to extend credit to the Borrower in violation of any limitation 
or prohibition provided by any applicable statute or regulation.

9.3	  Taxes.  Any taxes (excluding federal and state income taxes on 
the overall net income of any Lender) or other similar assessments or 
charges made by any governmental or revenue authority in respect of 
the Loan Documents shall be paid by the Borrower, together with 
interest and penalties, if any.

9.4	  Headings.  Section headings in the Loan Documents are for 
convenience of reference only, and shall not govern the interpretation of 
any of the provisions of the Loan Documents.

9.5	  Entire Agreement.  The Loan Documents embody the entire 
agreement and understanding among the Borrower, the Agent, the LC 
Issuer and the Lenders and supersede all prior agreements and 
understandings among the Borrower, the Agent, the LC Issuer and the 
Lenders relating to the subject matter thereof other than the fee letter 
described in Section10.13.

9.6	  Several Obligations; Benefits of this Agreement.  The 
respective obligations of the Lenders hereunder are several and not joint 
and no Lender shall be the partner or agent of any other (except to the 
extent to which the Agent is authorized to act as such).  The failure of 
any Lender to perform any of its obligations hereunder shall not relieve 
any other Lender from any of its obligations hereunder.  This Agreement 
shall not be construed so as to confer any right or benefit upon any 
Person other than the parties to this Agreement and their respective 
successors and assigns.

9.7	  Expenses; Indemnification.  The Borrower shall reimburse the 
Agent and the LC Issuer for any costs, internal charges and out-of-
pocket expenses (including attorneys' fees and time charges of attorneys 
for the Agent or the LC Issuer, which attorneys may be employees of 
the Agent or the LC Issuer) paid or incurred by the Agent or the LC 
Issuer in connection with the preparation, negotiation, execution, 
delivery, review, amendment, modification, and administration of the 
Loan Documents.  The Borrower also agrees to reimburse the Agent, 
the LC Issuer and the Lenders for any costs, internal charges and out-
of-pocket expenses (including attorneys' fees and time charges of 
attorneys for the Agent, the LC Issuer and the Lenders, which attorneys 
may be employees of the Agent, the LC Issuer or the Lenders) paid or 
incurred by the Agent or any Lender in connection with the collection 
and enforcement of the Loan Documents.  The Borrower further agrees 
to indemnify the Agent, the LC Issuer and each Lender, its directors, 
officers and employees against all losses, claims, damages, penalties, 
judgments, liabilities and expenses (including, without limitation, all 
expenses of litigation or preparation therefor whether or not the Agent, 
the LC Issuer or any Lender is a party thereto) which any of them may 
pay or incur arising out of or relating to this Agreement, the other Loan 
Documents, the transactions contemplated hereby or the direct or 
indirect application or proposed application of the proceeds of any 
Credit Extension hereunder except to the extent that they are 
determined by a court of competent jurisdiction in a final and non-
appealable order to have resulted from the gross negligence or willful 
misconduct of the party seeking indemnification.  The obligations of the 
Borrower under this Section shall survive the termination of this 
Agreement.

9.8	  Numbers of Documents.  All statements, notices, closing 
documents, and requests hereunder shall be furnished to the Agent with 
sufficient counterparts so that the Agent may furnish one to each of the 
Lenders.

9.9	  Accounting.  Except as provided to the contrary herein, all 
accounting terms used herein shall be interpreted and all accounting 
determinations hereunder shall be made in accordance with Agreement 
Accounting Principles.

9.10	  Severability of Provisions.  Any provision in any Loan 
Document that is held to be inoperative, unenforceable, or invalid in any 
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, 
or invalid without affecting the remaining provisions in that jurisdiction 
or the operation, enforceability, or validity of that provision in any other 
jurisdiction, and to this end the provisions of all Loan Documents are 
declared to be severable.

9.11	  Nonliability of Lenders.  The relationship between the 
Borrower, on one hand, and the Lenders, the Agent and the LC Issuer 
on the other hand, shall be solely that of borrower and lender.  Neither 
the Agent, nor the LC Issuer, nor any Lender shall have any fiduciary 
responsibilities to the Borrower.  Neither the Agent, nor the LC Issuer, 
nor any Lender undertakes any responsibility to the Borrower to review 
or inform the Borrower of any matter in connection with any phase of 
the Borrower's business or operations.  The Borrower agrees that 
neither the Agent, nor the LC Issuer, nor any Lender shall have liability 
to the Borrower (whether sounding in tort, contract or otherwise) for 
losses suffered by the Borrower in connection with, arising out of, or in 
any way related to, the transactions contemplated and the relationship 
established by the Loan Documents, or any act, omission or event 
occurring in connection therewith, unless it is determined by a court of 
competent jurisdiction in a final and non-appealable order that such 
losses resulted from the gross negligence or willful misconduct of the 
party from which recovery is sought.  Neither the Agent, nor the LC 
Issuer, nor any Lender shall have any liability with respect to, and the 
Borrower hereby waives, releases and agrees not to sue for, any special, 
indirect or consequential damages suffered by the Borrower in 
connection with, arising out of, or in any way related to the Loan 
Documents or the transactions contemplated thereby.

9.12	  Confidentiality.  Each Lender agrees to use all confidential 
information only for purposes of the Loan Documents and the parties' 
obligations thereunder and to hold any confidential information which it 
may receive from the Borrower pursuant to this Agreement in 
confidence, except for disclosure (i) to its Affiliates and to other 
Lenders and their respective Affiliates, (ii) to legal counsel, accountants, 
and other professional advisors to that Lender or to a Transferee, (iii) to 
regulatory officials or, any other Person as requested pursuant to or as 
required by law, regulation, or legal process, (iv) to any Person in 
connection with any legal proceeding to which that Lender is a party, 
and (v) permitted by Section 12.4.

9.13	  Nonreliance.  Each Lender hereby represents that it is not 
relying on or looking to any margin stock (as defined in Regulation U of 
the Board of Governors of the Federal Reserve System) for the 
repayment of the Loans provided for herein.


ARTICLE X 

THE AGENT

10.1	  Appointment; Nature of Relationship.  NBD Bank, N.A. is 
hereby appointed by the Lenders as the Agent hereunder and under each 
other Loan Document, and each of the Lenders irrevocably authorizes 
the Agent to act as the contractual representative of such Lender with 
the rights and duties expressly set forth herein and in the other Loan 
Documents.  The Agent agrees to act as such contractual representative 
upon the express conditions contained in this Article X.  
Notwithstanding the use of the defined term "Agent," it is expressly 
understood and agreed that the Agent shall have not have any fiduciary 
responsibilities to any Lender by reason of this Agreement or any other 
Loan Document and that the Agent is merely acting as the 
representative of the Lenders with only those duties as are expressly set 
forth in this Agreement and the other Loan Documents.  In its capacity 
as the Lenders' contractual representative, the Agent (i) does not hereby 
assume any fiduciary duties to any of the Lenders, (ii) is a 
"representative" of the Lenders within the meaning of Section 9-105 of 
the Uniform Commercial Code and (iii) is acting as an independent 
contractor, the rights and duties of which are limited to those expressly 
set forth in this Agreement and the other Loan Documents.  Each of the 
Lenders hereby agrees to assert no claim against the Agent on any 
agency theory or any other theory of liability for breach of fiduciary 
duty, all of which claims each Lender hereby waives.

10.2	  Powers.  The Agent shall have and may exercise such powers 
under the Loan Documents as are specifically delegated to the Agent by 
the terms of each thereof, together with such powers as are reasonably 
incidental thereto.  The Agent shall have no implied duties to the 
Lenders, or any obligation to the Lenders to take any action thereunder 
except any action specifically provided by the Loan Documents to be 
taken by the Agent.

10.3	  General Immunity.  Neither the Agent, nor the LC Issuer nor 
any of their respective directors, officers, agents or employees shall be 
liable to the Borrower, the Lenders or any Lender for any action taken 
or omitted to be taken by it or them hereunder or under any other Loan 
Document or in connection herewith or therewith except for its or their 
own gross negligence or willful misconduct.

10.4	  No Responsibility for Loans, Recitals, etc.  Neither the Agent, 
nor the LC Issuer nor any of their respective directors, officers, agents 
or employees shall be responsible for or have any duty to ascertain, 
inquire into, or verify (i) any statement, warranty or representation made 
in connection with any Loan Document or any borrowing hereunder; (ii) 
the performance or observance of any of the covenants or agreements of 
any obligor under any Loan Document, including, without limitation, 
any agreement by an obligor to furnish information directly to each 
Lender; (iii) the satisfaction of any condition specified in Article IV, 
except receipt of items required to be delivered to the Agent or the LC 
Issuer, as the case may be; (iv)the validity, enforceability, effectiveness, 
sufficiency or genuineness of any Loan Document or any other 
instrument or writing furnished in connection therewith; or (v) the value, 
sufficiency, creation, perfection or priority of any interest in any 
collateral security.  The Agent and the LC Issuer shall have no duty to 
disclose to the Lenders information that is not required to be furnished 
by the Borrower to the Agent or the LC Issuer at such time, but is 
voluntarily furnished by the Borrower to the Agent or the LC Issuer 
(either in its capacity as Agent, LC Issuer or in its individual capacity).

10.5	  Action on Instructions of Lenders.  The Agent and the LC 
Issuer shall in all cases be fully protected in acting, or in refraining from 
acting, hereunder and under any other Loan Document in accordance 
with written instructions signed by the Required Lenders, and such 
instructions and any action taken or failure to act pursuant thereto shall 
be binding on all of the Lenders and on all holders of Notes.  The 
Lenders hereby acknowledge that the Agent and the LC Issuer shall be 
under no duty to take any discretionary action permitted to be taken by 
it pursuant to the provisions of this Agreement or any other Loan 
Document unless it shall be requested in writing to do so by the 
Required Lenders.  The Agent and the LC Issuer shall be fully justified 
in failing or refusing to take any action hereunder and under any other 
Loan Document unless it shall first be indemnified to its satisfaction by 
the Lenders pro rata against any and all liability, cost and expense that it 
may incur by reason of taking or continuing to take any such action.

10.6	  Employment of Agents and Counsel.  The Agent and the LC 
Issuer may execute any of its duties as Agent and the LC Issuer 
hereunder and under any other Loan Document by or through 
employees, agents, and attorneys-in-fact and shall not be answerable to 
the Lenders, except as to money or securities received by it or its 
authorized agents, for the default or misconduct of any such agents or 
attorneys-in-fact selected by it with reasonable care.  The Agent and the 
LC Issuer shall be entitled to advice of counsel concerning all matters 
pertaining to the agency hereby created and its duties hereunder and 
under any other Loan Document.

10.7	  Reliance on Documents; Counsel.  The Agent and the LC 
Issuer shall be entitled to rely upon any Note, notice, consent, 
certificate, affidavit, letter, telegram, statement, paper or document 
believed by it to be genuine and correct and to have been signed or sent 
by the proper person or persons, and, in respect to legal matters, upon 
the opinion of counsel selected by the Agent or the LC Issuer, which 
counsel may be employees of the Agent or the LC Issuer.

10.8	  Agent's Reimbursement and Indemnification.  The Lenders 
agree to reimburse and indemnify each of the Agent and the LC Issuer, 
in their capacities as such, ratably in proportion to their respective 
Commitments (or, if the Commitments have been terminated, in 
proportion to their Commitments immediately prior to such termination) 
(i) for any amounts not reimbursed by the Borrower for which the 
Agent or the LC Issuer is entitled to reimbursement by the Borrower 
under the Loan Documents, (ii) for any other expenses incurred by the 
Agent or the LC Issuer on behalf of the Lenders, in connection with the 
preparation, execution, delivery, administration and enforcement of the 
Loan Documents and (iii) for any liabilities, obligations, losses, 
damages, penalties, actions, judgments, suits, costs, expenses or 
disbursements of any kind and nature whatsoever which may be 
imposed on, incurred by or asserted against the Agent or the LC Issuer 
in any way relating to or arising out of the Loan Documents or any 
other document delivered in connection therewith or the transactions 
contemplated thereby, or the enforcement of any of the terms thereof or 
of any such other documents, provided that no Lender shall be liable for 
any of the foregoing to the extent they arise from the gross negligence 
or willful misconduct of the Agent or the LC Issuer.  The obligations of 
the Lenders under this Section10.8 shall survive payment of the 
Obligations and termination of this Agreement.

10.9	  Notice of Default.  The Agent and the LC Issuer shall not be 
deemed to have knowledge or notice of the occurrence of any Default 
or Unmatured Default hereunder unless the Agent and the LC Issuer has 
received written notice from a Lender or the Borrower referring to this 
Agreement describing such Default or Unmatured Default and stating 
that such notice is a "notice of default".  In the event that the Agent and 
the LC Issuer receive such a notice, the Agent and the LC Issuer shall 
give prompt notice thereof to the Lenders.

10.10	  Rights as a Lender.  In the event the Agent or the LC Issuer is 
a Lender, the Agent and the LC Issuer shall have the same rights and 
powers hereunder and under any other Loan Document as any Lender 
and may exercise the same as though it were not the Agent or the LC 
Issuer, and the term "Lender" or "Lenders" shall, at any time when the 
Agent or the LC Issuer is a Lender, unless the context otherwise 
indicates, include the Agent or the LC Issuer in its individual capacity.  
The Agent and the LC Issuer may accept deposits from, lend money to, 
and generally engage in any kind of trust, debt, equity or other 
transaction, in addition to those contemplated by this Agreement or any 
other Loan Document, with the Borrower or any of its Subsidiaries in 
which the Borrower or such Subsidiary is not restricted hereby from 
engaging with any other Person.

10.11	  Lender Credit Decision.  Each Lender acknowledges that it 
has, independently and without reliance upon the Agent, the LC Issuer 
or any other Lender and based on the financial statements prepared by 
the Borrower and such other documents and information as it has 
deemed appropriate, made its own credit analysis and decision to enter 
into this Agreement and the other Loan Documents.  Each Lender also 
acknowledges that it will, independently and without reliance upon the 
Agent, the LC Issuer or any other Lender and based on such documents 
and information as it shall deem appropriate at the time, continue to 
make its own credit decisions in taking or not taking action under this 
Agreement and the other Loan Documents.

10.12	  Successor Agent.  The Agent may resign at any time by giving 
written notice thereof to the Lenders and the Borrower, such 
resignation to be effective upon the appointment of a successor Agent 
or, if no successor Agent has been appointed, forty-five days after the 
retiring Agent gives notice of its intention to resign.  Upon any such 
resignation, the Required Lenders shall have the right to appoint, on 
behalf of the Borrower and the Lenders, a successor Agent.  If no 
successor Agent shall have been so appointed by the Required Lenders 
within thirty days after the resigning Agent's giving notice of its 
intention to resign, then the resigning Agent may appoint, on behalf of 
the Borrower and the Lenders, a successor Agent.  If the Agent has 
resigned and no successor Agent has been appointed, the Lenders may 
perform all the duties of the Agent hereunder and the Borrower shall 
make all payments in respect of the Obligations to the applicable Lender 
and for all other purposes shall deal directly with the Lenders.  No 
successor Agent shall be deemed to be appointed hereunder until such 
successor Agent has accepted the appointment.  Any such successor 
Agent shall be a commercial bank having capital and retained earnings 
of at least $50,000,000.  Upon the acceptance of any appointment as 
Agent hereunder by a successor Agent, such successor Agent shall 
thereupon succeed to and become vested with all the rights, powers, 
privileges and duties of the resigning Agent.  Upon the effectiveness of 
the resignation of the Agent, the resigning Agent shall be discharged 
from its duties and obligations hereunder and under the Loan 
Documents.  After the effectiveness of the resignation of an Agent, the 
provisions of this Article X shall continue in effect for the benefit of 
such Agent in respect of any actions taken or omitted to be taken by it 
while it was acting as the Agent hereunder and under the other Loan 
Documents.

10.13	  Agent's Fee.  The Borrower agrees to pay to the Agent, for its 
own account, and to First Chicago Capital Markets, Inc., as Arranger 
the fees agreed to by the Borrower, the Agent and the Arranger 
pursuant to that certain letter agreement dated March12, 1997, or as 
otherwise agreed from time to time.


ARTICLE XI 

SETOFF; RATABLE PAYMENTS

11.1	  Setoff.  In addition to, and without limitation of, any rights of 
the Lenders under applicable law, if the Borrower becomes insolvent, 
however evidenced, or any Default occurs, any and all deposits 
(including all account balances, whether provisional or final and whether 
or not collected or available) and any other Indebtedness at any time 
held or owing by any Lender to or for the credit or account of the 
Borrower may be offset and applied toward the payment of the 
Obligations owing to such Lender, whether or not the Obligations, or 
any part hereof, shall then be due.

11.2	  Ratable Payments.  If any Lender, whether by setoff or 
otherwise, has payment made to it upon its Outstanding Credit 
Exposure (other than payments received pursuant to Section 3.1, 3.2 or 
3.4) in a greater proportion than that received by any other Lender, such 
Lender agrees, promptly upon demand, to purchase a portion of the 
Aggregate Outstanding Credit Exposure held by the other Lenders so 
that after such purchase each Lender will hold its Percentage of the 
Aggregate Outstanding Credit Exposure.  If any Lender, whether in 
connection with setoff or amounts which might be subject to setoff or 
otherwise, receives collateral or other protection for its Obligations or 
such amounts which may be subject to setoff, such Lender agrees, 
promptly upon demand, to take such action necessary such that all 
Lenders share in the benefits of such collateral ratably in proportion to 
their respective Percentages of the Aggregate Outstanding Credit 
Exposure.  In case any such payment is disturbed by legal process, or 
otherwise, appropriate further adjustments shall be made.  If an amount 
to be setoff is to be applied to Indebtedness of the Borrower to a 
Lender, other than Indebtedness evidenced by any of the Notes or 
Reimbursement Obligations hereunder held by such Lender, such 
amount shall be applied ratably to such other Indebtedness and to the 
Indebtedness evidenced by such Notes or Reimbursement Obligations 
hereunder.


ARTICLE XII 

BENEFIT OF AGREEMENT; ASSIGNMENTS; 
PARTICIPATION

12.1	  Successors and Assigns.  The terms and provisions of the Loan 
Documents shall be binding upon and inure to the benefit of the 
Borrower and the Lenders and their respective successors and assigns, 
except that (i) the Borrower shall not have the right to assign its rights 
or obligations under the Loan Documents and (ii) any assignment by any 
Lender must be made in compliance with Section 12.3.  
Notwithstanding clause (ii) of this Section, any Lender may at any time, 
without the consent of the Borrower or the Agent, assign all or any 
portion of its rights under this Agreement and its Notes to a Federal 
Reserve Bank; provided, however, that no such assignment to a Federal 
Reserve Bank shall release the transferor Lender from its obligations 
hereunder.  The Agent may treat the payee of any Note as the owner 
thereof for all purposes hereof unless and until such payee complies with 
Section 12.3 in the case of an assignment thereof or, in the case of any 
other transfer, a written notice of the transfer is filed with the Agent.  
Any assignee or transferee of a Note agrees by acceptance thereof to be 
bound by all the terms and provisions of the Loan Documents.  Any 
request, authority or consent of any Person, who at the time of making 
such request or giving such authority or consent is the holder of any 
Note, shall be conclusive and binding on any subsequent holder, 
transferee or assignee of such Note or of any Note or Notes issued in 
exchange therefor.

12.2	  Participation.  

	(a)	Permitted Participants; Effect.  Any Lender may, in the 
ordinary course of its business and in accordance with 
applicable law, at any time sell to one or more banks or 
other entities ("Participants") participating interests in 
any Outstanding Credit Exposure owing to such Lender, 
any Note held by such Lender, any Commitment of such 
Lender or any other interest of such Lender under the 
Loan Documents.  In the event of any such sale by a 
Lender of participating interests to a Participant, such 
Lender's obligations under the Loan Documents shall 
remain unchanged, such Lender shall remain solely 
responsible to the other parties hereto for the 
performance of such obligations, such Lender shall 
remain the holder of any such Note for all purposes 
under the Loan Documents, all amounts payable by the 
Borrower under this Agreement shall be determined as if 
such Lender had not sold such participating interests, and 
the Borrower, the LC Issuer and the Agent shall continue 
to deal solely and directly with such Lender in 
connection with such Lender's rights and obligations 
under the Loan Documents.

	(b)	Voting Rights.  Each Lender shall retain the sole right to 
approve, without the consent of any Participant, any 
amendment, modification or waiver of any provision of 
the Loan Documents, other than any amendment, 
modification or waiver which requires the unanimous 
consent of the Lenders under Section 8.2.

	(c ) 	Benefit of Setoff.  The Borrower agrees that each 
Participant shall be deemed to have the right of setoff 
provided in Section 11.1 in respect of its participating 
interest in amounts owing under the Loan Documents to 
the same extent as if the amount of its participating 
interest were owing directly to it as a Lender under the 
Loan Documents, provided that each Lender shall retain 
the right of setoff provided in Section 11.1 with respect 
to the amount of participating interests sold to each 
Participant.  The Lenders agree to share with each 
Participant, and each Participant, by exercising the right 
of setoff provided in Section 11.1, agrees to share with 
each Lender, any amount received pursuant to the 
exercise of its right of setoff, such amounts to be shared 
in accordance with Section 11.2 as if each Participant 
were a Lender.

12.3	  Assignments.  

	(a)	Permitted Assignments.  Any Lender may, in accordance 
with applicable law, at any time assign to one or more 
banks or other entities ("Purchasers") all or any part of 
its rights and obligations under the Loan Documents.  
Such assignment shall be substantially in the form of 
Exhibit "D" hereto or in such other form as may be 
agreed to by the parties thereto.  The consent of the 
Borrower, the Agent and the LC Issuer shall be required 
prior to an assignment becoming effective with respect to 
a Purchaser which is not a Lender or an Affiliate thereof; 
provided, however, that if a Default has occurred and is 
continuing, the consent of the Borrower shall not be 
required. No such consent shall  be unreasonably 
withheld or delayed.  Each such assignment shall be in an 
amount not less than the lesser of (i) $10,000,000 or (ii) 
the remaining amount of the assigning Lender's 
Commitment (calculated as at the date of such 
assignment).

	(b)	Effect; Effective Date.  Upon (i) delivery to the Agent of 
a notice of assignment, substantially in the form attached 
as Exhibit "I" to Exhibit "D" hereto (a "Notice of 
Assignment"), together with any consents required by 
Section 12.3(a), and (ii)payment of a $2,500 fee to the 
Agent for processing such assignment, such assignment 
shall become effective on the effective date specified in 
such Notice of Assignment.  The Notice of Assignment 
shall contain a representation by the Purchaser to the 
effect that none of the consideration used to make the 
purchase of the Commitment and Loans under the 
applicable assignment agreement are "plan assets" as 
defined under ERISA and that the rights and interests of 
the Purchaser in and under the Loan Documents will not 
be "plan assets" under ERISA.  On and after the effective 
date of such assignment, such Purchaser shall for all 
purposes be a Lender party to this Agreement and any 
other Loan Document executed by the Lenders and shall 
have all the rights and obligations of a Lender under the 
Loan Documents, to the same extent as if it were an 
original party hereto, and no further consent or action by 
the Borrower, the Lenders, the Agent or the LC Issuer 
shall be required to release the transferor Lender with 
respect to the percentage of the Aggregate Commitment 
and Outstanding Credit Exposure assigned to such 
Purchaser.  Upon the consummation of any assignment 
to a Purchaser pursuant to this Section 12.3(b), the 
transferor Lender, the Agent and the Borrower shall 
make appropriate arrangements so that replacement 
Notes are issued to such transferor Lender and new 
Notes or, as appropriate, replacement Notes, are issued 
to such Purchaser, in each case in principal amounts 
reflecting their Commitment, as adjusted pursuant to 
such assignment.

12.4	  Dissemination of Information.  The Borrower authorizes each 
Lender to disclose to any Participant or Purchaser or any other Person 
acquiring an interest in the Loan Documents by operation of law (each a 
"Transferee") and any prospective Transferee any and all information in 
such Lender's possession concerning the creditworthiness of the 
Borrower and its Subsidiaries; provided that each Transferee and 
prospective Transferee agrees to be bound by Section 9.12 of this 
Agreement.

12.5	  Tax Treatment.  If any interest in any Loan Document is 
transferred to any Transferee which is organized under the laws of any 
jurisdiction other than the United States or any State thereof, the 
transferor Lender shall cause such Transferee, concurrently with the 
effectiveness of such transfer, to comply with the provisions of Section 
4.3.


ARTICLE XIII 

NOTICES

13.1	  Notices.  Except as otherwise permitted by Section 2.13 with 
respect to borrowing notices, all notices, requests and other 
communications to any party hereunder shall be in writing (including 
bank wire, facsimile transmission or similar writing) and shall be given 
to such party: (x) in the case of the Borrower, the LC Issuer or the 
Agent, at its address or facsimile number set forth on the signature 
pages hereof, (y) in the case of any Lender, at its address or facsimile 
number set forth below its signature hereto or (z) in the case of any 
party, such other address or facsimile number as such party may 
hereafter specify for the purpose by notice to the Agent and the 
Borrower.  Each such notice, request or other communication shall be 
effective (i) if given by facsimile transmission, when transmitted to the 
facsimile number specified in this Section and confirmation of receipt is 
received, (ii) if given by mail, 72 hours after such communication is 
deposited in the mails with first class postage prepaid, addressed as 
aforesaid or (iii) if given by any other means, when delivered at the 
address specified in this Section; provided that notices to the Agent 
under Article II shall not be effective until received.

13.2	  Change of Address.  The Borrower, the Agent, the LC Issuer 
and any Lender may each change the address for service of notice upon 
it by a notice in writing to the other parties hereto.

ARTICLE XIV 

COUNTERPARTS

	This Agreement may be executed in any number of counterparts, 
all of which taken together shall constitute one agreement, and any of 
the parties hereto may execute this Agreement by signing any such 
counterpart.  This Agreement shall be effective when it has been 
executed by the Borrower, the Agent and the Lenders and each party 
has notified the Agent by telex or telephone, that it has taken such 
action.

ARTICLE  XV

CHOICE OF LAW, CONSENT TO JURISDICTION, WAIVER 
OF JURY TRIAL

15.1	  CHOICE OF LAW.  THE LOAN DOCUMENTS (OTHER 
THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE 
OF LAW PROVISION) SHALL BE CONSTRUED IN 
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE 
LAW OF CONFLICTS) OF THE STATE OF INDIANA, BUT 
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO 
NATIONAL BANKS.

15.2	  CONSENT TO JURISDICTION.  THE BORROWER 
HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE 
JURISDICTION OF ANY UNITED STATES FEDERAL OR 
INDIANA STATE COURT SITTING IN MARION COUNTY IN 
ANY ACTION OR PROCEEDING ARISING OUT OF OR 
RELATING TO ANY LOAN DOCUMENTS AND THE 
BORROWER HEREBY IRREVOCABLY AGREES THAT ALL 
CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING 
MAY BE HEARD AND DETERMINED IN ANY SUCH COURT 
AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW 
OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH 
SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT 
OR THAT SUCH COURT IS AN INCONVENIENT FORUM.  
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT, 
THE LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS 
AGAINST THE BORROWER IN THE COURTS OF ANY OTHER 
JURISDICTION.  ANY JUDICIAL PROCEEDING BY THE 
BORROWER AGAINST THE AGENT, THE LC ISSUER OR ANY 
LENDER OR ANY AFFILIATE OF THE AGENT, THE LC ISSUER 
OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, 
ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, 
OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE 
BROUGHT ONLY IN A COURT IN MARION COUNTY, INDIANA.

15.3	  WAIVER OF JURY TRIAL.  THE BORROWER, THE 
AGENT, THE LC ISSUER AND EACH LENDER HEREBY WAIVE 
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, 
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER 
SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY 
WAY ARISING OUT OF, 
RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT 
OR THE RELATIONSHIP ESTABLISHED THEREUNDER.
	IN WITNESS WHEREOF, the Borrower, the Lenders, the 
Agent and the LC Issuer have executed this Agreement as of the date 
first above written.

		LONE STAR INDUSTRIES, INC.
		as Borrower


		By:	

			 
			Printed Name

			 
			Title

			Address:

			300 First Stamford Place
			P.O. Box 120014
			Stamford, Connecticut 06912-0014 

			Attention:   


	$ 25,000,000	NBD BANK, N.A.,
		Individually, as Lender, as Agent and as LC 	
		Issuer


		By:	
			Scott C. Morrison, Vice President,
			Corporate & Institutional Banking

		Address:

		One Indiana Square, M.S. 7028
		Indianapolis, Indiana 46266
		Attention:  	Scott C. Morrison
		Telephone:	(317) 266-7351
		Facsimile:	(317) 266-6042




	$20,000,000	FLEET NATIONAL BANK,
		as Lender


		By:	
			Barbara Agostini Keegan
			Assistant Vice President
		
		Address:

		One Landmark Square, 12th Floor
		Stamford, Connecticut 06904
		Attention: Barbara Agostini Keegan
		Telephone:	(203) 358-2021
		Facsimile:	(203) 358-6111



	$10,000,000	THE MITSUBISHI TRUST AND BANKING 
		CORPORATION, CHICAGO BRANCH
		as Lender


		By:	
			Aaki Yamagishi
			Chief Manager

		Address:

		311 South Wacker Drive, Suite 6300
		Chicago, Illinois 60606
		Attention:	Christopher Strike, Corporate
 				Finance Officer
		Telephone:	(312) 408-6000
		Facsimile:	(312) 663-0863



	$20,000,000	WACHOVIA BANK, N.A.
		as Lender


		By:	
			Jane C. Deaver
			Vice President

		191 Peachtree Street, N.E.
		Atlanta, Georgia 30303

		Address:

		191 Peachtree Street, N.E.,  MC 370
		28th Floor
		Atlanta, Georgia 30303
		Attention: Jane C. Deaver
		Telephone:	(404) 332-5219
		Facsimile:	(404) 332-6898



	$10,000,000	UNION PLANTERS NATIONAL BANK
		as Lender


		By:	
			Victoria E. Docauer
			Vice President

		Address:

		6200 Poplar, Suite HQ4
		Memphis, Tennessee 38119
		Attention: Victoria E. Docauer
		Telephone:	(901) 580-5507
		Facsimile:	(901) 580-5451


	$15,000,000	THE SANWA BANK LIMITED,
		NEW YORK BRANCH
		as Lender


		By:	
			Paul Judicke
			Vice President

		Address:

		Park Avenue Plaza
		55 East 52nd Street
		New York, NY 10055
		Attention: Paul Judicke
		Telephone:	(212) 339-6300
		Facsimile:	(212) 754-1304