EXECUTION COPY



                      LONG-TERM REVOLVING CREDIT AGREEMENT

                          dated as of December 16, 2005


                                      among


                              CONAGRA FOODS, INC.,


                   The Banks That Have Signed This Agreement,


               JPMORGAN CHASE BANK, N.A., as Administrative Agent,


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


                         CITIBANK, N.A., BNP PARIBAS and


               MERRILL LYNCH BANK USA, as Co-Documentation Agents


        J.P. MORGAN SECURITIES INC., and BANC OF AMERICA SECURITIES LLC,

                  as Joint Lead Arrangers and Joint Bookrunners







<PAGE>



                                TABLE OF CONTENTS

                                                                            Page


1.   DEFINITIONS..............................................................1

2.   TERMS....................................................................9

     2.1.    Syndicated Loans.................................................9

             2.1.1.  Commitment to Make Syndicated Loans......................9

             2.1.2.  Revolving Credit...................... ..................9

             2.1.3.  Payments.................................................9

     2.2.    Syndicated Loan Borrowings.......................................9

             2.2.1.   Company Notice.. .......................................9

             2.2.2.   Funding.................................................9

     2.3.    Bank Records of Loans and Payments..............................10

     2.4.    Fees, Removal of Banks and Changes of Commitments...............10

             2.4.1.   Facility Fee...........................................10

             2.4.2.   Banks..................................................10

             2.4.3.   Commitments............................................10

             2.4.4.   Consents...............................................10

             2.4.5.   Notice.................................................11

     2.5.    Determination of Applicable Margin and Applicable
             Facility Fee Rate...............................................11

     2.6.    Interest Rates and Selection of Eurodollar Rates................12

     2.7.    Restrictions on Syndicated Loans, Interest Periods
             and Conversion..................................................12

     2.8.    Interest Basis and Payment Dates................................12

     2.9.    Payments........................................................13

             2.9.1.   Payment to Administrative Agent........................13

             2.9.2.   Application of Payments................................13

             2.9.3.   Payment to Banks.......................................13

             2.9.4.   Extension for Business Day.............................13

     2.10.   Applicable Lending Installations................................13

     2.11.   Failure to Pay or Borrow on Certain Dates.......................14

     2.12.   Taxes...........................................................14

             2.12.1.  Certification..........................................14

             2.12.2.  Change of Law..........................................14

             2.12.3.  Withholding............................................15

             2.12.4.  Indemnity..............................................15

             2.12.5.  Notice to Company......................................15

             2.12.6.  Notice of Withholding..................................15

             2.12.7.  Timely Payment.........................................16

             2.12.8.  Mitigation.............................................16

     2.13.   Increased Costs.................................................16

             2.13.1.  Change of Law..........................................16

             2.13.2.  Notice.................................................17

     2.14.   Availability of Interest Rate...................................17

     2.15.   Bank Certificates; Survival of Indemnity........................18

     2.16.   Telephonic Notices..............................................18

     2.17.   Mitigation of Additional Costs or Adverse Circumstances.........18

     2.18.   Extension of Termination Date...................................18

     2.19.   Pro Rata Treatment..............................................19

             2.19.1.  Borrowings, Fees, Etc..................................19

             2.19.2.  Payment of Principal and Interest......................19

     2.20.   Non-Receipt of Funds by the Administrative Agent................20

     2.21.   Illegality......................................................20

     2.22.   Bid Option......................................................20

             2.22.1.  Bid Option; Repayment and Effect of Bid Absolute
                      Rate Loans.............................................20

             2.22.2.  Bid Quote Request......................................20

             2.22.3.  Invitation for Bid Quotes..............................21

             2.22.4.  Submission and Contents of Bid Quotes..................21

             2.22.5.  Notice to the Company..................................23

             2.22.6.  Acceptance and Notice by the Company...................23

             2.22.7.  Allocation by the Administrative Agent.................23

     2.23.   Increase of Commitments.........................................24

3.   PREPAYMENT..............................................................24
     3.1.    Generally.......................................................24

4.   REPRESENTATIONS AND WARRANTIES..........................................25
     4.1.    Corporate Existence and Standing................................25

     4.2.    Authorization and Validity......................................25

     4.3.    Compliance with Laws and Contracts..............................25

     4.4.    Financial Statements............................................25

             4.4.1.   Audited................................................25

             4.4.2.   No Material Adverse Change.............................25

     4.5.    Taxes...........................................................26

     4.6.    Litigation......................................................26

     4.7.    Pension Reform Act of 1974......................................26

     4.8.    Defaults........................................................26

     4.9.    Accuracy of Information.........................................26

     4.10.   Regulation U....................................................26

     4.11.   Legal Authority.................................................26

5.   AFFIRMATIVE COVENANTS...................................................26
     5.1.    Financial Statements, Reports, Returns and Other
             Financial Data..................................................26

             5.1.1.   Quarterly Financial Statements.........................27

             5.1.2.   Annual Financial Statements............................27

             5.1.3.   Stockholder and Governmental Reports...................27

     5.2.    Officer's Certificate...........................................27

     5.3.    Sale and Lease-Back.............................................27

6.   NEGATIVE COVENANTS......................................................28
     6.1.    Funded Debt.....................................................28

     6.2.    Consolidation, Merger, Sale or Conveyance.......................28

     6.3.    Fixed Charge Coverage...........................................29

     6.4.    Liens...........................................................29

7.   EVENTS OF DEFAULT AND REMEDIES..........................................29
     7.1.    Events of Default...............................................29

             7.1.1.   Failure to Pay Principal of Notes......................29

             7.1.2.   Failure to Pay Interest on Notes or Fees...............29

             7.1.3.   Default Under Other Obligations........................29

             7.1.4.   Breach of Representation...............................29

             7.1.5.   Failure to Perform Negative Covenants..................29

             7.1.6.   Failure to Perform Other Terms and Conditions..........30

             7.1.7.   Assignment For Benefit of Creditors and Insolvency.....30

             7.1.8.   Order for Relief.......................................30

             7.1.9.   Voluntary Receiver or Bankruptcy.......................30

             7.1.10.  Involuntary Receiver or Bankruptcy.....................30

             7.1.11.  Involuntary Order for Relief...........................30

             7.1.12.  Unsatisfied Judgment...................................30

     7.2.    Rights and Duties After Default.................................30

             7.2.1.   Acceleration...........................................30

             7.2.2.   Interest Rate After Acceleration.......................31

8.   WAIVERS, AMENDMENTS AND REMEDIES........................................31
     8.1.    Waivers and Remedies............................................31

     8.2.    Amendments......................................................31

9.   CONDITIONS PRECEDENT TO CLOSING.........................................32

10.  GENERAL PROVISIONS......................................................33
     10.1.   Benefit of Agreement............................................33

             10.1.1.  Assignments............................................33

             10.1.2.  [Intentionally Omitted]................................33

             10.1.3.  Effect of Assignments..................................33

             10.1.4.  Participations.........................................34

             10.1.5.  General Restrictions...................................34

             10.1.6.  Federal Reserve Bank...................................35

     10.2.   Survival of Representations.....................................35

     10.3.   Governmental Regulation.........................................35

     10.4.   Taxes...........................................................35

     10.5.   Choice of Law...................................................35

     10.6.   Headings........................................................35

     10.7.   Entire Agreement................................................35

     10.8.   Several Obligations.............................................35

     10.9.   Expenses........................................................35

     10.10.  Numbers of Documents............................................36

     10.11.  Severability....................................................36

     10.12.  Accounting......................................................36

     10.13.  Confidentiality.................................................36

     10.14.  USA PATRIOT Act.................................................36

11.  THE AGENTS..............................................................36
     11.1.   Appointment and Powers..........................................36

     11.2.   Powers..........................................................37

     11.3.   General Immunity................................................37

     11.4.   No Responsibility for Loans, Recitals, Etc......................37

     11.5.   Right to Indemnity..............................................37

     11.6.   Action on Instructions of Banks.................................37

     11.7.   Employment of Agents and Counsel................................37

     11.8.   Reliance on Documents; Counsel..................................37

     11.9.   May Treat Payee as Owner........................................38

     11.10.  Administrative Agent's Reimbursement............................38

     11.11.  Rights as a Bank................................................38

     11.12.  Bank Credit Decision............................................38

     11.13.  Resignation or Removal of Administrative Agent..................38

     11.14.  Syndication Agent and Co-Documentation Agents...................39

12.  SETOFF..................................................................39

13.  NOTICES.................................................................39
     13.1.    Giving Notice..................................................39

14.  COUNTERPARTS............................................................39



<PAGE>



                             EXHIBITS AND SCHEDULES


SCHEDULE 1            -        Banks, Commitments and Notice Information

EXHIBIT A             -        Form of Note

EXHIBIT B             -        Sample Confirmation Letter

EXHIBIT C             -        Form of Section 2.12 Certificate

EXHIBIT D             -        Form of Opinion of Counsel for the Company

EXHIBIT E             -        Form of Bid Note

EXHIBIT F             -        Form of Bid Quote

EXHIBIT G             -        Form of Bid Quote Request

EXHIBIT H             -        Form of Invitation for Bid Quotes

EXHIBIT I             -        Form of Request for Extension

EXHIBIT J             -        Form of Acceptance of Request for Extension

EXHIBIT K             -        Form of Consent to Additional or Increasing Bank

EXHIBIT L             -        Form of Assignment and Assumption




<PAGE>


                               CONAGRA FOODS, INC.

                      LONG-TERM REVOLVING CREDIT AGREEMENT

                          Dated as of December 16, 2005


                  This Long-Term Revolving Credit Agreement (as the same may be
amended, supplemented or otherwise modified from time to time hereafter, the
"Agreement") is entered into by and among ConAgra Foods, Inc., a Delaware
corporation (the "Company"), the banks that have signed this Agreement (the
"Banks"), JPMorgan Chase Bank, N.A. ("JPMCB"), as administrative agent for such
banks (the "Administrative Agent"), Bank of America, N.A. ("BofA"), as
syndication agent (the "Syndication Agent"), Citibank, N.A., BNP Paribas and
Merrill Lynch Bank USA as Co-Documentation Agents and J.P. Morgan Securities
Inc. ("JPMorgan") and Banc of America Securities LLC ("BAS"), as joint lead
arrangers and joint bookrunners (the "Arrangers").

         WHEREAS, the Company wishes to obtain certain long-term financing from
the Banks, the Administrative Agent and the Syndication Agent;

         WHEREAS, the Banks, the Administrative Agent and the Syndication Agent
are willing to extend long-term financing to the Company on the terms and
conditions set forth herein;

         NOW THEREFORE, the Company, the Banks, the Administrative Agent and the
Syndication Agent agree as follows:

                                1. DEFINITIONS.

                  As used in this Agreement,

                  "Administrative Agent" means JPMorgan Chase Bank, N.A., in its
capacity as administrative agent for the Banks pursuant to Section 11, and not
in its individual capacity as a Bank, together with its successors and permitted
assigns.

                  "Affiliate" means any Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with, the
Company. A Person shall be deemed to control a corporation if such Person
possesses, directly or indirectly, the power to direct or cause the direction of
the management and policies of such corporation, whether through the ownership
of voting securities, by contract or otherwise.

                  "Agreement" means this Long-Term Revolving Credit Agreement,
as it may be amended or modified from time to time.

                  "Alternate Base Rate" means, from time to time, the greater of
(i) the Prime Rate and (ii) the Federal Funds Rate in effect from time to time
plus 1/2% per annum.

                  "Alternate Base Rate Loan" means that portion of any Loan at
the time the Alternate Base Rate is applicable thereto.

                  "Applicable Facility Fee Rate" has the meaning given thereto
in Section 2.5 hereof.

                  "Applicable Lending Installation" means any office or branch
of any Bank or the Administrative Agent.

                  "Applicable Margin" has the meaning given thereto in Section
2.5 hereof.

                  "Approved Fund" means any Person (other than a natural person)
that is engaged in making, purchasing, holding or investing in bank loans and
similar extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Bank, (b) an Affiliate of a Bank or (c) an
entity or an Affiliate of an entity that administers or manages a Bank.

                  "Arrangers" means J.P. Morgan Securities Inc. and Banc of
America Securities LLC in their capacities as joint lead arrangers and joint
bookrunners.

                  "Authorized Officer" means any of the Chief Executive Officer,
the Chief Financial Officer, the Controller, the Treasurer, any Assistant
Treasurer or any employee of the Company designated in writing to the Banks by
any of the foregoing.

                  "Banks" means the banks listed on Schedule 1 hereto and any
Person that becomes a Bank pursuant to this Agreement and their respective
successors and permitted assigns.

                  "Base Eurodollar Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, the rate appearing on Page 3750 of the Dow
Jones Market Service (or on any successor or substitute page of such Service, or
any successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the "Base
Eurodollar Rate" with respect to such Eurodollar Borrowing for such Interest
Period shall be the rate at which dollar deposits of $5,000,000 and for a
maturity comparable to such Interest Period are offered by the principal London
office of the Administrative Agent in immediately available funds in the London
interbank market at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period.

                  "Bid Absolute Rate" means, with respect to a Bid Absolute Rate
Loan made by a relevant Bank for the relevant Bid Interest Period, the rate of
interest per annum (rounded to the nearest 1/100th of 1%) offered by such Bank
and accepted by the Company pursuant to Section 2.22.6.

                  "Bid Absolute Rate Loan" means that portion of any Loan at the
time the Bid Absolute Rate is applicable thereto.

                  "Bid Interest Period" means, with respect to a Bid Absolute
Rate Loan, a period of not less than 30 and not more than 270 days commencing on
a Business Day selected by the Company in the relevant Bid Quote Request
pursuant to Section 2.22.2. If such Bid Interest Period would end on a day which
is not a Business Day, such Bid Interest Period shall end on the next succeeding
Business Day.

                  "Bid Note" means a promissory note in substantially the form
of Exhibit E hereto, with appropriate insertions, duly executed and delivered to
the Administrative Agent by the Company and payable to the order of a Bank,
including any amendment, modification, renewal or replacement of such promissory
note.

                  "Bid Quote" means a Bid Quote substantially in the form of
Exhibit F hereto completed and delivered by a Bank to the Administrative Agent
pursuant to Section 2.22.4.

                  "Bid Quote Request" means a Bid Quote Request substantially in
the form of Exhibit G hereto completed and delivered by the Company to the
Administrative Agent pursuant to Section 2.22.2.

                  "Bid Rate Auction" means a solicitation of Bid Quotes pursuant
to Section 2.22.

                  "Board" means the Board of Governors of the Federal Reserve
Systems of the United States.

                  "Borrowing" means Loans of the same Type, made, converted or
continued on the same date and, in the case of Eurodollar Loans, as to which a
single Interest Period is in effect.

                  "Borrowing Notice" means a written, telex, telecopy or
telephonic notice by the Company to the Administrative Agent specifying (i) the
Effective Date of making a Syndicated Loan, (ii) the amounts of, and Rate
Options applicable to, the Syndicated Loans requested and (iii) the duration of
the Eurodollar Interest Period applicable to each Eurodollar Loan requested.

                  "Business Day" means (i) with respect to borrowing, payment or
rate selection of Eurodollar Loans, a day on which banks are open for business
in Chicago, New York and Omaha and on which dealings in U.S. Dollars are carried
on in the London interbank market and (ii) with respect to borrowing, payment or
rate selection of Alternate Base Rate Loans and Bid Absolute Rate Loans or with
respect to a reduction of the Commitments, a day on which banks are open for
business in Chicago, New York and Omaha.

                  "Co-Documentation Agents" means Citibank, N.A., BNP Paribas
and Merrill Lynch Bank USA in their capacity as Co-Documentation Agents for the
Banks pursuant to this Agreement.

                  "Commitments" means the aggregate of the amounts set forth
opposite each Bank's name on Schedule 1 hereto, as such amounts are reduced or
increased from time to time pursuant to Section 2.4, 2.12.2, 2.17, 2.21, 2.23 or
7.2, and "Commitment" means any one amount set forth opposite each Bank's name
on Schedule 1 as so reduced or increased.

                  "Company" means ConAgra Foods, Inc., a Delaware corporation,
together with its successors and permitted assigns.

                  "Consolidated Capital Base" means the sum of (i) Consolidated
Funded Debt, (ii) consolidated deferred taxes of the Company and its
Subsidiaries, plus (iii) consolidated stockholders' equity of the Company and
its Subsidiaries, all determined on a consolidated basis in accordance with
Generally Accepted Accounting Principles; provided, however, that in determining
consolidated stockholders' equity, any contra account of up to $350,000,000
established for purposes of an employee stock ownership plan or the Company's
Employee Equity Fund (EEF) shall be disregarded and shall not be considered a
reduction of stockholders' equity.

                  "Consolidated Funded Debt" means the sum of (i) any obligation
for borrowed money, which under Generally Accepted Accounting Principles is
shown on the consolidated balance sheet of the Company and its Subsidiaries as a
non-current liability plus (ii) an amount equal to 60% of the principal amount
payable by the Company or any Subsidiary pursuant to any guaranty by the Company
or any Subsidiary of "Third Party Debt" upon the happening of every contingency
to the enforcement of such guaranty. For purposes hereof, "Third Party Debt"
shall mean debt of any Person (other than the Company or any Subsidiary) for
borrowed money that (i) pursuant to Generally Accepted Accounting Principles, is
classified as a non-current liability, and (ii) the repayment of which is
guaranteed by the Company or any Subsidiary.

                  "Effective Date" means any Business Day designated by the
Company in a Borrowing Notice, Bid Quote Request, Rate Selection Notice or
Prepayment Notice as the date such borrowing, rate selection or prepayment, as
the case may be, shall become effective.

                  "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Eurodollar Rate.

                  "Eurodollar Interest Period" means, with respect to a
Eurodollar Loan, a period of 1, 2, 3 or 6 months commencing on a Business Day
and selected by the Company in its Borrowing Notice or Rate Selection Notice. If
any 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 month such Eurodollar Interest Period shall end on the immediately
preceding Business Day.

                  "Eurodollar Loan" means that portion of any Syndicated Loan at
the time the Eurodollar Rate is applicable thereto.

                  "Eurodollar Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to the sum of (i) (a) the Base
Eurodollar Rate for such Interest Period multiplied by (b) the Statutory Reserve
Rate plus (ii) the Applicable Margin.

                  "Event of Default" shall mean any of the events specified in
Section 7, provided that there has been satisfied any requirement in connection
with such event for the giving of notice, or the lapse of time, or the happening
of any further condition, event or act.

                  "Extraordinary Item" means extraordinary items and cumulative
effect of changes in accounting principles that are non-cash as those items are
accounted for pursuant to Generally Accepted Accounting Principles, and in
addition, any other non-recurring and/or non-operating charges or credits up to
a maximum amount from May 27, 1996 to the Termination Date of 20% of Company's
consolidated stockholders' equity as of the quarter ended immediately preceding
the last to occur of such charge or credit.

                  "Facility Fee" has the meaning set forth in Section 2.4.1
herein.

                  "Federal Funds Rate" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

                  "Fitch" means Fitch Ratings Ltd., together with its successors
 and assigns.

                  "Fixed Charges" means, for any period, on a consolidated basis
for the Company and its Subsidiaries, net interest expense plus non-cancelable
lease rental payments payable during such period.

                  "Fixed Rate" means a rate per annum equal to either the Bid
Absolute Rate or the Eurodollar Rate.

                  "Fixed Rate Loan" means a Eurodollar Loan or a Bid Absolute
Rate Loan.

                  "Generally  Accepted  Accounting  Principles" means generally
accepted  accounting  principles in effect from time to time.

                  "Indenture" means that certain Indenture dated as of October
8, 1990 between the Company and JPMorgan Chase Bank, N.A. (f/k/a The Chase
Manhattan Bank), as trustee, as in effect on the date hereof.

                  "Interest Period" means a Bid Interest Period or a Eurodollar
Interest Period.

                  "Invitation for Bid Quotes" means an Invitation for Bid Quotes
substantially in the form of Exhibit H hereto completed and delivered by the
Administrative Agent to the Banks in accordance with Section 2.22.3.

                  "JPMCB" means JPMorgan Chase Bank, N.A., in its individual
capacity, together with its successors and permitted
assigns.

                  "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any agreement to give any of
the foregoing), conditional sale or other title retention agreement, any lease
in the nature thereof, and the filing of or agreement to give any financing
statement under the Uniform Commercial Code of any jurisdiction.

                  "Loan" means any loan made under this Agreement.

                  "Loan Closing Date" means a Revolving Credit Loan Closing Date
or a date a Bid Absolute Rate Loan is made.

                  "Loan Documents" means the Agreement and the Notes.

                  "Material Subsidiary" means a Subsidiary that has total
assets, determined in accordance with Generally Accepted Accounting Principles,
in excess of 20% of the Company's total consolidated assets, determined in
accordance with Generally Accepted Accounting Principles.

                  "Minimum Notice Period" means a period commencing no later
than 10:00 a.m. Chicago time (i) on the Effective Date of an Alternate Base Rate
borrowing or rate selection and (ii) three Business Days prior to the Effective
Date of a Eurodollar Rate borrowing, payment or rate selection.

                  "Moody's" means Moody's Investors Service, Inc., together with
 its successors and assigns.

                  "Non-U.S.  Bank"  means a Bank that is not  incorporated under
the laws of the  United  States of America or a state thereof.

                  "Notes" means collectively the Syndicated Notes and the Bid
Notes and "Note" means any one of such Notes.

                  "Obligations" means all unpaid principal and interest under
the Notes, facility fees and all other obligations of the Company or any
Subsidiary to the Banks or to any Bank or to the Administrative Agent or the
Syndication Agent arising under the Loan Documents.

                  "Officer's Certificate" shall mean a certificate signed in the
name of the Company by any Authorized Officer.

                  "Person" shall mean and include an individual, a partnership,
a joint venture, a corporation, a trust, an estate, an unincorporated
organization and a government, domestic or foreign, or any department or agency
or political subdivision thereof.

                  "Potential Default" means an event which but for the lapse of
time, the giving of notice or the happening of any further condition, event or
act would constitute an Event of Default.

                  "Prepayment Notice" means a written, telex, telecopy or
telephonic notice by the Company to the Administrative Agent pursuant to Section
3 specifying the amount of principal to be prepaid and the Effective Date of
such prepayment.

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by JPMCB as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

                  "Prior Agreement" means that certain Long-Term Revolving
Credit Agreement dated as of May 22, 2002 by and among the Company, certain
financial institutions from time to time parties thereto as Banks and JPMorgan
Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)) as
Administrative Agent.

                  "Profit Before Taxes and Extraordinary Items" means on a
consolidated basis for any fiscal period of the Company, earnings of the Company
and its Subsidiaries (exclusive of Extraordinary Items) before provision for
taxes in respect of, or measured by, income or excess profits for such period.

                  "Pro Rata" means, for any Bank, (i) prior to the applicable
Termination Date, that percentage which is equal to the proportion that such
Bank's Commitment bears to the sum of all the then outstanding Commitments of
all of the Banks and (ii) after the applicable Termination Date, that percentage
which is equal to the proportion that the principal amount of such Bank's
outstanding Loans bears to the principal amount of the sum of all the then
outstanding Loans of all of the Banks.

                  "Rate Option" means the Eurodollar Rate or the Alternate Base
Rate.

                  "Rate Selection Notice" means a written, telex or telephonic
notice by the Company to the Administrative Agent specifying (i) the principal
amount of the outstanding Syndicated Loans that shall be governed by each
Eurodollar Rate, if any, (ii) the Eurodollar Interest Period applicable to each
such Eurodollar Loan and (iii) the Effective Date of each such Eurodollar Rate
selection.

                  "Regulation D" means Regulation D of the Board (as modified)
and shall include any successor 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 (as modified)
and shall include any successor or other regulation or official interpretation
of said Board 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.

                  "Required Banks" means, (i) prior to the Termination Date,
Banks in the aggregate having outstanding Commitments greater than 50% of the
sum of the Commitments and (ii) on and after the Termination Date, Banks having
in the aggregate greater than 50% of the outstanding Loans.

                  "Revolving Credit Loan Closing Date" means any Business Day on
which the Administrative Agent has actually received within the applicable
Minimum Notice Period prior notice from the Company for a Syndicated Loan,
specifying such date and requesting the amount to be borrowed thereon and on
which the applicable conditions set forth in Section 9 hereof are satisfied.

                  "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc., together with its successors and assigns.

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

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject for eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Bank under such Regulation D or
any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

                  "Subsidiary" means any corporation whose accounts are
consolidated with the accounts of the Company in accordance with the Generally
Accepted Accounting Principles for purposes of preparing the financial
statements referred to in Section 5.1.

                  "Syndicated Loan" means a Loan made pursuant to Section 2.1.1
hereof.

                  "Syndicated Note" means a promissory note in substantially the
form of Exhibit A hereto, dated the date hereof, duly executed and delivered to
the Administrative Agent by the Company and payable to the order of a Bank in
the amount of its Commitment.

                  "Syndication Agent" means Bank of America,  N.A., in its
capacity as syndication agent for the Banks pursuant to this Agreement.

                  "Termination Date" means, with respect to a Bank, the earlier
of December 16, 2010 or the date, if any, on which such Bank's Commitment is
reduced to zero or terminated pursuant to this Agreement.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Eurodollar Rate or the
Alternate Base Rate.

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

                                   2. TERMS.

     2.1. Syndicated Loans.

          2.1.1. Commitment to Make Syndicated Loans. Each Bank severally agrees
     to make, at the option of the Company, Syndicated Loans to the Company from
     time to time from the date hereof to the Termination  Date on the Effective
     Dates specified in Borrowing Notices received by the  Administrative  Agent
     not less than the  Minimum  Notice  Period  prior to such  Effective  Date;
     provided,  however, the Banks shall not be obligated to make any Syndicated
     Loan under this Section 2.1.1 to the extent that the sum of the outstanding
     principal  amount of all  Syndicated  Loans and all Bid Absolute Rate Loans
     would exceed the amount of the then applicable Commitments of all the Banks
     and provided  further,  no Bank shall be  obligated to make any  Syndicated
     Loan to the extent that immediately after the making of any such Syndicated
     Loan such Bank's Pro Rata share of the outstanding  Syndicated  Loans under
     this  Section  2.1.1  would  exceed  such  Bank's  Commitment.   Each  such
     Syndicated  Loan shall be  evidenced by a Note payable to the order of such
     Bank in the form of  Exhibit A and/or E, as  applicable.  Syndicated  Loans
     will be made available subject to the conditions set forth in Section 9.2.

          2.1.2. Revolving Credit.  Subject to the terms of this Agreement,  the
     Company may borrow, repay and reborrow Loans prior to the Termination Date.
     Each Bank's Commitment shall expire on its Termination Date.

          2.1.3.  Payments.  Any Loans outstanding on a Bank's  Termination Date
     shall be paid in full on such  date  unless  prepaid  prior to such date in
     accordance with the terms of this Agreement.

     2.2. Syndicated Loan Borrowings.

          2.2.1. Company Notice. The Company shall give the Administrative Agent
     (which  shall  promptly  notify the Banks)  notice  (within the  applicable
     Minimum Notice Period) of each borrowing  hereunder,  stating the aggregate
     amount of the Syndicated  Loans  requested under Section 2.1, the Effective
     Date of the Syndicated Loans, the Interest Period applicable  thereto,  and
     specifying  whether such  borrowing  shall  consist of Alternate  Base Rate
     Loans or  Eurodollar  Loans and the  respective  aggregate  amounts  of the
     Syndicated Loans of each type.

          2.2.2. Funding. Not later than noon Chicago time on the Effective Date
     for each borrowing under Section 2.1, each Bank shall make available to the
     Administrative  Agent the Pro Rata amount of the Syndicated Loan to be made
     by it on such date, to an account  maintained by the  Administrative  Agent
     with JPMCB, in immediately available funds, for the account of the Company.
     The amount so received by the  Administrative  Agent shall,  subject to the
     terms and conditions of this Agreement, be made available to the Company by
     depositing the same, in immediately  available  funds, in an account of the
     Company  maintained  with JPMCB,  or such other account,  in either case as
     specified in writing by an  Authorized  Officer (or in such other manner as
     may  be  specified  by the  Company  and is  reasonably  acceptable  to the
     Administrative Agent).

     2.3. Bank Records of Loans and Payments.  Each Bank is hereby authorized to
record the principal  amount of each  Syndicated Loan made under Section 2.1 and
each  repayment  of any such  Syndicated  Loan on the  schedule  attached to its
Syndicated  Note;  however,  failure  to do so shall not  affect  the  Company's
obligations thereunder.

     2.4. Fees, Removal of Banks and Changes of Commitments.

          2.4.1.  Facility Fee. The Company agrees to pay to the  Administrative
     Agent for the  account of each Bank a  facility  fee (the  "Facility  Fee")
     equal to the  Applicable  Facility  Fee Rate on such Bank's  average  daily
     Commitment  (without regard to usage) from the date hereof to and including
     the  Termination  Date,  payable in arrears on the first day of each March,
     June,  September,  and December to occur during the term of this  Agreement
     and on the Termination  Date, with the first such payment to occur on March
     1, 2006.

          2.4.2.  Banks.  Subject  to the  provisions  of  Section  2.4.4 and in
     accordance  with Section 2.23, so long as no Potential  Default or Event of
     Default shall have  occurred and be  continuing or would result  therefrom,
     the Company may,  from time to time with the consent of the  Administrative
     Agent,  add  additional  banks as  parties  to this  Agreement.  Unless the
     Company  otherwise  reduces the  Commitments  in accordance  with the terms
     hereof or removes a Bank pursuant to the terms hereof,  the addition of any
     new bank shall increase the aggregate Commitments;  provided, however, that
     the aggregate Commitments shall at no time exceed $2,000,000,000.  Any such
     new bank shall execute a consent in substantially  the form attached hereto
     as Exhibit K, which  executed  consent  shall be provided by the Company to
     the Administrative Agent. In addition,  the Company may, from time to time,
     remove  any Bank from  Schedule  1 by  written  notice to each Bank and the
     Administrative  Agent, so long as the Company has satisfied all Obligations
     to such removed Bank as of the effective  date of such  removal.  Upon such
     removal,  the  removed  Bank shall no longer be deemed to be a party to the
     Agreement and shall cease to have any rights or obligations pursuant hereto
     except it shall  continue to be entitled  to the  indemnities  set forth in
     Sections 2.12.4 and 2.15.

          2.4.3.  Commitments.  The Company may permanently reduce the aggregate
     Commitments  in  whole  or in part in  multiples  of  $25,000,000,  without
     penalty,   upon  at  least  three  Business  Days  written  notice  to  the
     Administrative Agent, which shall specify the amount of any such reduction,
     provided,  however,  that the Commitments may not be reduced below the then
     outstanding principal amount of the Syndicated Loans owing to the Banks. In
     addition,  subject to the provisions of Section  2.4.4,  and so long as the
     aggregate Commitments do not at any time exceed $2,000,000,000, the Company
     may, from time to time, increase any Bank's Commitment so long as such Bank
     consents in writing to such increased Commitment.

          2.4.4.  Consents.  Prior to adding any bank to  Schedule 1 pursuant to
     Section  2.4.2 or  increasing  any Bank's  Commitment  pursuant  to Section
     2.4.3,  the Company shall give written notice to each other Bank specifying
     the action to be taken and the  effective  date of such  action.  Each Bank
     shall have ten (10) Business Days from receipt of such notice to provide to
     the Company  written notice that such Bank does not consent to such action.
     Within ten (10)  Business  Days of receipt of any such notice,  the Company
     shall  either (i) rescind such action and notify the Banks that such action
     will not be taken,  or (ii) satisfy all  Obligations  to any Bank that gave
     such notice and cause such Banks to be removed from Schedule 1.

          2.4.5.  Notice.  Within ten (10) Business Days following the effective
     date of the  addition or removal of any Bank or the increase or decrease of
     any  Commitment,  the  Administrative  Agent shall notify each Bank of such
     change.

     2.5.  Determination of Applicable Margin and Applicable  Facility Fee Rate.
The Administrative  Agent, using the per annum rates set forth below, shall from
time to time  determine  the  applicable  margin used (in part) to calculate the
Eurodollar  Rate (the  "Applicable  Margin") and the rate used to calculate  the
Facility Fee (the  "Applicable  Facility Fee Rate").  If, at any time during the
term  of  this  Agreement,   the  daily  aggregate  principal  amount  of  Loans
outstanding  hereunder (i) exceeds 50% of the aggregate  Commitments  hereunder,
the Administrative Agent shall refer to the column titled "Applicable Eurodollar
Margin  (utilization  > 50%)" in the chart  below to  determine  the  Applicable
Margin,  or (ii) is  equal  to or less  than  50% of the  aggregate  Commitments
hereunder, the Administrative Agent shall refer to the column titled "Applicable
Eurodollar  Margin  (utilization  = 50%)" in the chart  below to  determine  the
Applicable  Margin. The following per annum rates correspond with ratings of the
Company's unsecured senior long-term  indebtedness (without giving effect to any
third-party credit enhancement) by S&P and Moody's.

<TABLE>
<S>                             <C>                          <C>                          <C>
------------------------------- ---------------------------- ---------------------------- ----------------------------
        Pricing Levels             Applicable Eurodollar        Applicable Eurodollar       Applicable Facility Fee
                                    Margin (utilization       Margin (utilization > 50%)              Rate
                                      < or = to 50%)
------------------------------- ---------------------------- ---------------------------- ----------------------------
       Pricing Level I                     0.19%                        0.29%                       0.060%
------------------------------- ---------------------------- ---------------------------- ----------------------------
       Pricing Level II                    0.23%                        0.33%                       0.070%
------------------------------- ---------------------------- ---------------------------- ----------------------------
      Pricing Level III                    0.27%                        0.37%                       0.080%
------------------------------- ---------------------------- ---------------------------- ----------------------------
       Pricing Level IV                    0.40%                        0.50%                        0.10%
------------------------------- ---------------------------- ---------------------------- ----------------------------
       Pricing Level V                    0.525%                       0.625%                       0.125%
------------------------------- ---------------------------- ---------------------------- ----------------------------
       Pricing Level VI                    0.70%                        0.80%                        0.20%
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

For purposes of this Section 2.5, with respect to the rating of the Company's
unsecured senior long-term indebtedness (without giving effect to any
third-party credit enhancement) on any date of determination, (i) "Pricing Level
I" means a rating of A or higher by either S&P or Fitch or a rating of A2 or
higher by Moody's, (ii) "Pricing Level II" means a rating of A- or higher by
either S&P or Fitch or a rating of A3 or higher by Moody's, and that the Company
does not qualify for Pricing Level I, (iii) "Pricing Level III" means a rating
of BBB+ or higher by either S&P or Fitch or a rating of Baa1 or higher by
Moody's, and that the Company does not qualify for either Pricing Level I or
Pricing Level II, (iv) "Pricing Level IV" means a rating of BBB or higher by
either S&P or Fitch or a rating of Baa2 or higher by Moody's, and that the
Company does not qualify for Pricing Level I, Pricing Level II, or Pricing Level
III, (v) "Pricing Level V" means a rating of BBB- or higher by either S&P or
Fitch or a rating of Baa3 or higher by Moody's, and that the Company does not
qualify for Pricing Level I, Pricing Level II, Pricing Level III, or Pricing
Level IV, and (vi) "Pricing Level VI" means a rating of lower than BBB- by
either S&P or Fitch and a rating lower than Baa3 by Moody's. If the Company's
unsecured senior long-term indebtedness (without giving effect to any
third-party credit enhancement) is split-rated by S&P, Fitch and Moody's, as
applicable, and the ratings differential is one level, the better rating will
apply. For example, if the S&P rating on any date of determination is A and the
Moody's rating on such date is A3, a rating of A/A2 will apply and Pricing Level
I will be in effect on such date. If the Company's unsecured senior long-term
indebtedness (without giving effect to any third-party credit enhancement) is
split-rated by S&P, Fitch and Moody's, as applicable, and the ratings
differential is two levels or more, then the operative rating shall be one level
below the higher of the two ratings. For example, if the S&P rating on any date
of determination is A and the Moody's rating on such date is Baa2, a rating of
A-/A3 will apply and Pricing Level II will be in effect. In the event all of the
S&P, Moody's and Fitch ratings differ, then the Pricing Level shall be
determined using the highest of such ratings and the lowest of such ratings. For
example, if the S&P rating on any date of determination is A-, the Fitch rating
on such date is BBB+, and the Moody's rating on such date is Baa2, the S&P and
Moody's ratings shall be used, and a rating of BBB+/Baa1 will apply and Pricing
Level III will be in effect. The credit rating in effect on any date for
purposes of this Section 2.5 is that rating in effect at the close of business
on such date. If at any time the Company has no credit rating from either S&P or
Moody's, Pricing Level VI shall then be in effect.

     2.6. Interest Rates and Selection of Eurodollar  Rates.  Except as provided
in this Section 2.6, the  Syndicated  Notes shall bear interest at the Alternate
Base Rate.  Subject to the terms and conditions of this  Agreement,  the Company
may  elect  from time to time to pay  interest  at a  Eurodollar  Rate and for a
Eurodollar  Interest  Period  selected  hereunder  for all or any portion of the
Syndicated Loans, by giving the Administrative  Agent the appropriate  Borrowing
Notice (in the case of a new Syndicated Loan) or a Rate Selection Notice (in the
case of an existing  Syndicated Loan) in not less than the Minimum Notice Period
applicable  thereto.  The unpaid  principal amount of each Eurodollar Loan shall
bear interest from and including the first day of the Eurodollar Interest Period
applicable  thereto  to (but not  including)  the  last  day of such  Eurodollar
Interest  Period at the Eurodollar Rate applicable to such Loan, and during such
Eurodollar  Interest  Period the Rate Option  applicable to such Eurodollar Loan
shall not be changed by the  Company or any Bank.  If, at the end of an Interest
Period for an  outstanding  Eurodollar  Loan,  the Company fails to select a new
Rate  Option by giving a Rate  Selection  Notice or to pay the  Eurodollar  Loan
after  giving a  Prepayment  Notice in not less than the Minimum  Notice  Period
provided  therefor,  then such Loan shall be an Alternate  Base Rate Loan on and
after the last day of such  Eurodollar  Interest  Period until paid or until the
Effective  Date of a new Rate  Option.  The Company may not select a  Eurodollar
Rate to apply to any portion of the  Syndicated  Loans if, on the Effective Date
of such selection, there exists an Event of Default or Potential Default.

     2.7.  Restrictions on Syndicated  Loans,  Interest  Periods and Conversion.
Each new Syndicated  Loan and each conversion of a Syndicated Loan to a new Rate
Option  shall  be  in an  amount  of  $25,000,000  or an  integral  multiple  of
$5,000,000 in excess thereof.  Eurodollar  Loans at any one time outstanding may
not be divided into more than 10 Interest  Periods  without the prior consent of
the Administrative  Agent. No Eurodollar  Interest Period for any Loan made by a
Bank shall extend beyond such Bank's Termination Date.

     2.8.  Interest  Basis and Payment  Dates.  Interest on Alternate  Base Rate
Loans shall be  calculated  for actual days elapsed on the basis of a 365 or 366
day year and interest on  Eurodollar  Loans,  Bid  Absolute  Rate Loans and fees
shall be computed  on the basis of a year of 360 days and actual  days  elapsed.
The  interest  rate on  Alternate  Base Rate Loans shall  change when and as the
Alternate Base Rate changes. Interest accrued on Alternate Base Rate Loans shall
be payable  quarterly in arrears on the 1st day of each March,  June,  September
and  December  to occur after the date  hereof,  and upon any  prepayment  or at
maturity, whether by acceleration on the Termination Date or otherwise. Interest
accrued on Fixed Rate Loans  shall be payable on the last day of the  applicable
Interest  Period and, in the case of an Interest Period longer than three months
(or longer than 90 days in the case of a Bid Absolute Rate Loan), interest shall
also be  payable  every  three  months  (or  every  90 days in the case of a Bid
Absolute Rate Loan) during the Interest Period, upon any prepayment (whether due
to acceleration  or otherwise) and on the  Termination  Date. If any Loan is not
paid when due, whether at its scheduled maturity or upon acceleration,  interest
shall  thereafter  be payable on demand at the rate set forth in Section  7.2.2.
Interest  shall be payable for the day a Loan is made but not for the day of any
payment on the amount paid if payment is received  by the  Administrative  Agent
prior to noon Chicago time.

     2.9. Payments.

          2.9.1. Payment to Administrative Agent. Except to the extent otherwise
     provided herein,  all payments of principal,  interest and other amounts to
     be made by the Company under this  Agreement and the Notes shall be made in
     U.S. Dollars, in immediately  available funds, to the Administrative  Agent
     to an  account  maintained  by the  Administrative  Agent  with JPMCB or as
     otherwise directed by the Administrative Agent, not later than noon Chicago
     time on the date on which such payment  shall become due (each such payment
     made after such time on such due date to be deemed to have been made on the
     next succeeding Business Day).

          2.9.2.  Application  of  Payments.  Without  prejudice  to  the  other
     provisions of this Agreement, the Company shall, at the time of making each
     payment  under this  Agreement or any Note,  specify to the  Administrative
     Agent the Loans or other amounts payable by the Company  hereunder to which
     such  payment  is to be  applied  (and in the  event  that it  fails  to so
     specify,  or if an Event of Default has  occurred  and is  continuing,  the
     Administrative  Agent  may  distribute  such  payment  to the Banks in such
     manner as it or the Required Banks may determine to be appropriate, subject
     to Section 2.19 hereof).

          2.9.3.  Payment to Banks. Each payment received by the  Administrative
     Agent under this  Agreement or any Note for account of a Bank shall be paid
     promptly to such Bank, in immediately  available funds, for account of such
     Bank's  Applicable  Lending  Installation  for the Loan in respect of which
     such payment is made.

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

     2.10. Applicable Lending  Installations.  Each Bank may book the Fixed Rate
Loans at any Applicable Lending Installation selected by the Bank and may change
the Applicable Lending  Installation from time to time, provided that a Bank may
not change its  Applicable  Lending  Installation  to a new  Applicable  Lending
Installation if, at the time of such change,  the Company would incur additional
costs pursuant to Section 2.13.  All terms of this Agreement  shall apply to any
such Applicable Lending  Installation and the Notes shall be deemed held by each
Bank for the benefit of such Applicable Lending Installation.  Each Bank may, by
written or telex notice to the Company and the Administrative  Agent,  designate
an Applicable Lending  Installation  through which Fixed Rate Loans are made and
for whose account Fixed Rate Loan payments are to be made.

     2.11.  Failure to Pay or Borrow on  Certain  Dates.  If (i) any  payment or
interest rate  conversion of a Fixed Rate Loan occurs on a date which is not the
last day of an  Interest  Period,  or (ii) a Fixed  Rate Loan is not made on the
date specified in a Borrowing Notice, Bid Quote Request or Rate Selection Notice
for any reason other than default by the Banks,  the Company will indemnify each
Bank 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 Loan, but excluding  loss of anticipated  profit
for the period after such payment or conversion.

     2.12. Taxes.

          2.12.1.  Certification.  Each Bank and the Administrative  Agent shall
     submit  to the  Company  upon the  execution  of this  Agreement,  two duly
     completed and signed copies of either Form W-8BEN  (relating to such Person
     and entitling it to a complete exemption from withholding on all amounts of
     interest and original issue discount to be received by such Person pursuant
     to this Agreement) or Form W-8ECI  (relating to all amounts of interest and
     original  issue  discount to be  received  by such Person  pursuant to this
     Agreement)  of  the  United  States  Internal  Revenue  Service;  or  of  a
     certificate  substantially in the form of Exhibit C hereto.  Thereafter and
     from time to time, each Bank and the Administrative Agent shall, subject to
     Section  2.12.2 and 2.12.3,  submit to the  Company  such  additional  duly
     completed  and  signed  copies of one or the  other of such  forms (or such
     successor, additional or replacement forms as shall be adopted from time to
     time  by the  relevant  United  States  taxing  authorities)  or of  such a
     certificate  or form as the Company may request  from such Person which may
     be required by United States  Federal,  State or local tax  authorities  or
     under then current  applicable law or regulations in connection with United
     States Federal,  State or local withholding taxes on, or backup withholding
     in respect of,  payments to be received by such Person  under the Notes and
     this Agreement.

          2.12.2.  Change  of  Law.  If any  Bank  or the  Administrative  Agent
     determines,  as a result of any change in  applicable  law,  regulation  or
     treaty, or in any official publication or interpretation  thereof,  that it
     is unable (after taking any reasonable  steps available to it) to submit to
     the Company any form or forms or other  certification that such party would
     otherwise have been obliged to submit pursuant to Section  2.12.1,  or that
     such  party is  required  to  withdraw  or cancel any such form or forms or
     other certification  previously  submitted,  then such party shall promptly
     notify  the   Company  of  such  fact,   whereupon   the   Company   shall,
     notwithstanding  any  provision  herein to the  contrary,  be  entitled  to
     terminate  such  Bank's  Commitment.  The Company  will pay all  principal,
     interest,  fees and  costs  due  under  Section  2.11  due to such  Bank in
     connection with any prepayment hereunder.

          2.12.3. Withholding. If the Company or any paying agent is required by
     law or regulation to make any deduction,  withholding or backup withholding
     on account of any taxes hereafter imposed, levied,  collected,  withheld or
     assessed  by the  United  States,  the United  Kingdom or any other  taxing
     authority  (or any  subdivision  or taxing  authority  thereof or  therein)
     ("Relevant Taxes") from any payment to any Bank or the Administrative Agent
     under this  Agreement,  then the amount  payable in respect of such payment
     will be increased to the amount which,  after deduction from such increased
     amount of all Relevant Taxes required to be withheld or deducted therefrom,
     will yield the amount  required  under this  Agreement  to be payable  with
     respect  thereto had no such deduction,  withholding or backup  withholding
     been required; provided, however, that the Company shall not be required to
     pay any  additional  amount on account of any taxes of, or imposed  by, the
     United States of America pursuant to this Section 2.12.3 to any Bank or the
     Administrative  Agent,  and shall not be required to indemnify  such Person
     pursuant to Section 2.12.4, if such Person:

          (a)  is not entitled,  on the date this Agreement is signed, to submit
               Form W-8BEN or Form W-8ECI or a certificate  substantially in the
               form of the  Exhibit  C hereto so as to meet its  obligations  to
               submit  such a form or  other  certificate  pursuant  to  Section
               2.12.1;

          (b)  shall have submitted an improper form or certificate;

          (c)  shall have failed to submit any form or other  certificate  which
               it was required to submit pursuant to Section 2.12.1 and required
               or  entitled  to file under  applicable  law (to the extent  such
               taxes would not have been imposed if a proper form or certificate
               had been submitted); or

          (d)  shall have failed to provide in a timely manner any  notification
               required by Section 2.12.2.

          2.12.4.  Indemnity.  Without  prejudice to the  provisions  of Section
     2.12.3 or the  provisions of the Notes,  if any Bank or the  Administrative
     Agent on its behalf is  required by law to make any payment on account of a
     tax (not being a tax imposed on net income, profits, capital or gains) that
     is not in effect or  applicable on the date hereof on or in relation to any
     sum received or  receivable  hereunder  by such Bank or the  Administrative
     Agent on its behalf,  of any tax  liability in respect of any such payment,
     which payment is hereafter imposed, levied or assessed against such Bank or
     the  Administrative  Agent on its behalf,  the Company will, upon demand of
     the Administrative Agent or such Bank, promptly indemnify such Bank against
     such  payment or  liability,  together  with any  interest,  penalties  and
     expenses  payable or incurred in  connection  therewith or for any delay in
     payment thereof.

          2.12.5.  Notice to Company.  A Bank intending to make a claim pursuant
     to Section  2.12.4  shall notify the  Administrative  Agent of the event by
     reason of which it is entitled to do so promptly  after  becoming  aware of
     the circumstances  giving rise to the claim,  whereupon the  Administrative
     Agent shall notify the Company thereof.

          2.12.6. Notice of Withholding.  If at any time the Company is required
     by  law  or  regulation  to  make  any  deduction,  withholding  or  backup
     withholding on account of any taxes hereafter imposed,  levied,  collected,
     withheld  or  assessed by the United  States,  the United  Kingdom or other
     taxing  authority  (or any  subdivision  or  taxing  authority  thereof  or
     therein) from any sum payable by it hereunder  (or if  thereafter  there is
     any change in the rates at which or the manner in which such  deductions or
     withholdings   are  calculated)  the  Company  shall  promptly  notify  the
     Administrative Agent.

          2.12.7.  Timely Payment. If the Company makes any payment hereunder in
     respect of which it is required by law or regulation to make any deduction,
     withholding  or  backup  withholding  on  account  of any  taxes  hereafter
     imposed, levied, collected,  withheld or assessed by the United States, the
     United  Kingdom or other taxing  authority  (or any  subdivision  or taxing
     authority  thereof or  therein) it shall pay the full amount to be deducted
     or withheld to the  relevant  taxation or other  authority  within the time
     allowed for such  payment  under  applicable  law and shall  deliver to the
     Administrative  Agent within  thirty days after it has made such payment to
     the  applicable  authority  a  receipt  issued by such  authority  or other
     evidence reasonably satisfactory to the Administrative Agent evidencing the
     payment to such  authority  of all  amounts so  required  to be deducted or
     withheld from such payment.

          2.12.8.  Mitigation.  If any Bank or the Administrative  Agent, as the
     case may be, is, in its reasonable opinion,  able to apply for or otherwise
     take advantage of any tax credit,  tax deduction or other reduction  (which
     reduction is  permanent  in nature) in tax or similar  benefit by reason of
     any  withholding  or deduction  made by the Company in respect of a payment
     made by it hereunder  which payment shall have been  increased  pursuant to
     Section 2.12.3, then such Person will use reasonable efforts to obtain such
     credit,  deduction  or benefit  and upon  receipt  thereof  will pay to the
     Company such amount (if any) not exceeding the increased amount paid by the
     Company as equals the net  after-tax  value to such  Person of such part of
     such  credit,  deduction  or benefit as it  considers  is allocable to such
     withholding or deduction  having regard to all its dealings  giving rise to
     similar credits,  deductions or benefits in relation to the same tax period
     and to the  cost of  obtaining  the  same;  provided  that  nothing  herein
     contained  shall interfere with the right of any such Person to arrange its
     tax  affairs  in  whatever  manner it deems fit and in  particular  no such
     Person shall be under any  obligation  to claim  relief from its  corporate
     profits or similar  tax  liability  in  respect  of any such  deduction  or
     withholding in priority to any other reliefs, claims, credits or deductions
     available to it.

     2.13. Increased Costs.

          2.13.1.  Change of Law.  If, by  reason of any  change  after the date
     hereof  in  law or in  the  interpretation  or  administration  thereof  or
     compliance by any Bank with any request or directive (whether or not having
     the force of law) by any central  bank or other  fiscal,  monetary or other
     authority (including those regarding capital adequacy):

          (a)  a Bank incurs an increased cost as a result of its having entered
               into  and/or  performed  its  obligations  under this  Agreement,
               and/or its maintaining its Commitment hereunder and/or making one
               or more Loans hereunder;

          (b)  there  is any  increase  in the  cost  to a Bank  of  funding  or
               maintaining all or any of the Loans comprised in a class of loans
               formed  by or  including  the  Loans  made  or to be  made  by it
               hereunder;

          (c)  a Bank  becomes  liable  to make  any  payment  (not  being a tax
               imposed  on the net  income,  profits,  capital  or  gains of its
               Applicable  Lending  Installation by the jurisdiction in which it
               is incorporated or in which its Applicable  Lending  Installation
               is located) on or  calculated by reference to the amount of Loans
               made or to be made by it hereunder; or

          (d)  the amount of capital  required or expected to be  maintained  by
               any Bank or any Person  controlling any Bank is increased because
               of  the  existence  of  this  Agreement,  and  Loans  outstanding
               hereunder or its obligation to make Loans,

               then such Bank shall comply with its  obligations  under  Section
               2.17 with a view to mitigating  the Company's  obligations  under
               this  Section  and the Company  shall,  within 15 days of receipt
               from such Bank of the  certificate  described in Section  2.13.2,
               pay to such Bank such amounts  sufficient to indemnify  such Bank
               against, respectively:

               (w)  such cost;

               (x)  the  lesser  of  (i)  such  increased  cost  and  (ii)  such
                    proportion  of such  increased  cost as is in the good faith
                    opinion  of  that  Bank   attributable  to  its  funding  or
                    maintaining Loans hereunder;

               (y)  such liability; or

               (z)  any  reduction  in rate of return as a  consequence  of such
                    increase in capital requirements.

          2.13.2.  Notice.  A Bank intending to make a claim pursuant to Section
     2.13.1 shall deliver to the Company and the Administrative  Agent, promptly
     after  becoming  aware of the  circumstances  giving  rise to the claim,  a
     certificate  to that effect  specifying  the event by reason of which it is
     entitled to make such claim and setting out in reasonable  detail the basis
     and computation of such claim.

     2.14.  Availability  of  Interest  Rate.  If any Bank  determines  that (i)
maintenance of the Eurodollar Loans at an Applicable Lending  Installation would
violate any  applicable  law,  rule,  regulation,  or directive,  whether or not
having the force of law,  (ii)  deposits of a type and maturity  appropriate  to
match fund a Eurodollar  Loan are not available or (iii) that a Eurodollar  Rate
does not accurately reflect the cost of making or maintaining a Eurodollar Loan,
then such Bank may suspend the availability of the affected Rate Option provided
that such suspension  shall not affect any Loans  outstanding  under an affected
Rate Option and provided that,  notwithstanding  the foregoing,  each Bank shall
make  Alternate  Base Rate Loans  available to the Company in lieu of Eurodollar
Loans whose availability has been suspended.

     2.15. Bank  Certificates;  Survival of Indemnity.  To the extent reasonably
possible, each Bank shall designate an alternate Applicable Lending Installation
with respect to its  Eurodollar  Loans to reduce any liability of the Company to
such Bank under Section 2.12 or Section 2.13 or to avoid the unavailability of a
Rate  Option  under  Section  2.14,   so  long  as  such   designation   is  not
disadvantageous to such Bank. A certificate of a Bank as to the amount due under
Sections 2.11, 2.12 or 2.13 and the basis for the  determination  of such amount
shall be final, conclusive and binding on the Company 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 Bank funded the Fixed Rate
Loan  through  the  purchase  of a deposit  of the  type,  maturity  and  amount
corresponding  to the deposit used as a reference in determining  the Fixed Rate
applicable to the Loan. Unless otherwise  provided herein,  the amount specified
in the certificate  shall be payable within 15 days after receipt by the Company
of the  certificate.  The  obligations  under Sections 2.11, 2.12 and 2.13 shall
survive payment of the Loans and termination of this Agreement.

     2.16.  Telephonic Notices.  The Company hereby authorizes the Banks and the
Administrative  Agent to extend Loans and effect rate selection choices based on
telephonic Borrowing and Rate Selection Notices made by any Person or Persons to
the  Administrative  Agent  and  which the  Administrative  Agent in good  faith
believes to be acting on behalf of the Company.  The Company  agrees to promptly
confirm to the  Administrative  Agent any  telephonic  Borrowing  Notice or Rate
Selection Notice in writing signed by an Authorized Officer substantially in the
form of Exhibit B hereto.  If the written  confirmation  differs in any material
respect from the action taken by the  Administrative  Agent,  the records of the
Administrative Agent shall govern absent manifest error.

     2.17.  Mitigation  of  Additional  Costs or Adverse  Circumstances.  If, in
respect of any Bank, circumstances arise which would or would upon the giving of
notice  result in (i) an  increase in the amount of any payment to be made to it
or for its account pursuant to Section 2.12, or (ii) a claim for indemnification
pursuant to Section 2.13, then such Bank shall,  promptly upon becoming aware of
the same,  notify the  Administrative  Agent and the  Company  thereof  and,  in
consultation with the Administrative  Agent and the Company,  and, to the extent
that it can do so without  prejudice to its own position,  take such  reasonable
steps  as  may  be  reasonably  open  to it to  mitigate  the  effects  of  such
circumstances  (including,  without  limitation,  the transfer of its Applicable
Lending  Installation to another  jurisdiction or the transfer of its rights and
obligations hereunder to another financial institution acceptable to the Company
(in its  sole  and  absolute  discretion)  and  willing  to  participate  in the
Agreement or the restructure of its  participation  in the Agreement in a manner
which will avoid the event in question and on terms mutually  acceptable to such
Bank and the Company).  If and so long as a Bank has been unable to take, or has
not  taken,  steps  acceptable  to the  Company  to  mitigate  the effect of the
circumstances in question,  such Bank shall be obligated,  at the request of the
Company,  to  transfer  all its rights  and  obligations  hereunder,  subject to
payment of all principal,  interest, fees, funding losses under Section 2.11 and
any other  amounts due such Bank  hereunder,  to another  financial  institution
nominated by the Company and willing to participate in the Agreement in place of
such Bank.

     2.18.  Extension of Termination  Date. The Company may request an extension
(subject  to each  Bank's  right to deny any such  requested  extension)  of the
Termination  Date in effect at any time by submitting a request for an extension
in the form of Exhibit I to the  Administrative  Agent (an "Extension  Request")
not more than 90 days and not less  than 45 days  prior to each  anniversary  of
this Agreement.  The request shall specify (i) the new Termination  Date,  which
shall be one year after the Termination  Date then in effect,  and (ii) the date
(which must be at least 45 days after the Extension  Request is delivered to the
Administrative  Agent) as of which the next  Termination Date shall be effective
(the  "Extension  Date").  The failure of the Company to request an extension on
any applicable anniversary date shall not prevent the Company from requesting an
extension on a future  anniversary  date under this Section 2.18.  Promptly upon
receipt of an Extension Request, the Administrative Agent shall notify each Bank
of the contents  thereof and shall  request  each Bank to approve the  Extension
Request.  Each Bank  approving the  Extension  Request shall deliver its written
Extension  Acceptance in the form of Exhibit J  ("Acceptance  of  Extension") no
later than 15 days after  receipt of notice from the  Administrative  Agent.  An
extension  hereunder  shall only be effective if an  Acceptance  of Extension is
received by the  Administrative  Agent from the  Required  Banks within the time
period set forth  above.  Failure of a Bank to respond to an  Extension  Request
shall be  deemed a denial of such  request.  If any Bank  does not  accept  such
extension,  then either (i) on the Termination  Date then in effect with respect
to such Bank (without  giving effect to the Extension  Request  rejected by such
Bank),  (a) the Company  shall pay to such Bank all amounts then payable to such
Bank under this  Agreement and the Note on its applicable  Termination  Date and
(b) such Bank's Commitment shall terminate on the Termination Date applicable to
such Bank or (ii) the Company may, with the consent of the Administrative  Agent
(such consent not to be unreasonably withheld), remove such Bank pursuant to the
terms of Section  2.4.  No  extension  pursuant  to this  Section  2.18 shall be
effective as to any Bank unless,  on the applicable  Extension Date (a) no Event
of Default or Potential Default shall exist and (b) each of the  representations
and  warranties of the Company  contained in Section 4 shall be true and correct
in all material  respects as of such Extension Date (unless such  representation
and warranty  specifically  relates back to an earlier  date, in which case such
representation  and  warranty  shall have been true and correct in all  material
respects as of such earlier date).

     2.19. Pro Rata Treatment. Except to the extent otherwise expressly provided
in this Agreement:

          2.19.1. Borrowings, Fees, Etc. Each Syndicated Loan hereunder shall be
     made from the Banks,  each payment of fees shall be made for account of the
     Banks,  and each  termination or reduction of the amount of the Commitments
     shall,  except as set forth in Sections 2.4.2, 2.4.4, 2.12, 2.17, and 2.21,
     be applied to such  Commitments  of the Banks,  Pro Rata  according  to the
     amounts  of  their  unused   Commitments.   The  making,   conversion   and
     continuation  of Loans  (other  than Bid  Absolute  Rate Loans) of any type
     shall be Pro  Rata  among  the  Banks  according  to the  amounts  of their
     Commitments.

          2.19.2.  Payment of  Principal  and  Interest.  Except as  provided in
     Sections 2.4.2,  2.4.4,  2.12, 2.13, 2.14, 2.17, 2.21, 2.22, and the second
     sentence of 7.2.1,  each payment and prepayment by the Company of principal
     of or interest on the Loans shall be made to the  Administrative  Agent for
     account of the Banks holding Loans of such type Pro Rata in accordance with
     the respective unpaid principal amounts thereof.

     2.20.  Non-Receipt  of  Funds  by  the  Administrative  Agent.  Unless  the
Administrative  Agent shall have been notified by a Bank or the Company prior to
the date on which it is scheduled to make payment to the Administrative Agent of
(in the case of a Bank) the proceeds of a Loan to be made by it hereunder or (in
the case of the  Company) a payment to the  Administrative  Agent for account of
one or more of the  Banks  hereunder  (such  payment  being  herein  called  the
"Required  Payment"),  which  notice  shall be  effective  upon  receipt  by the
Administrative  Agent,  that it does not intend to make the Required  Payment to
the Administrative  Agent, the Administrative Agent may assume that the Required
Payment has been made and may, in reliance upon such  assumption  (but shall not
be required to), make the amount thereof available to the intended  recipient(s)
on such date and,  if such Bank or the  Company  (as the case may be) has not in
fact  made the  Required  Payment  to the  Administrative  Agent by the close of
business on the date due, the  recipient(s)  of such payment  shall,  on demand,
repay to the  Administrative  Agent the amount so made  available  together with
interest  thereon in respect  of each day  during the period  commencing  on and
including the date such amount was so made available by the Administrative Agent
until the date the Administrative Agent recovers such amount at a rate per annum
equal to the Federal Funds Rate less .50% per annum for each such day.

     2.21. Illegality. If at any time it is unlawful for a Bank to fund or allow
to  remain  outstanding  all or  any  of the  Loans  made  or to be  made  by it
hereunder,  then such Bank shall,  promptly  after  becoming  aware of the same,
deliver  to the  Company  and the  Administrative  Agent a  certificate  to that
effect.  Thereafter such Bank shall not be obligated to make Loans hereunder and
the amount of its Commitment shall be reduced to zero and all Loans made by such
Bank shall be immediately  repaid in full together with interest accrued thereon
and all other amounts payable  hereunder with respect thereto  including funding
losses under Section 2.11.

     2.22. Bid Option.

          2.22.1.  Bid Option;  Repayment and Effect of Bid Absolute Rate Loans.
     (a) In addition to Syndicated Loans pursuant to Section 2.1, but subject to
     the terms and conditions set forth in this  Agreement  (including,  without
     limitation,  the  limitation  set forth in  Section  2.1 as to the  maximum
     aggregate principal amount of all outstanding Loans hereunder), the Company
     may, as set forth in this Section 2.22.1,  request the Banks,  prior to the
     Termination  Date,  to make offers to make Bid  Absolute  Rate Loans to the
     Company.  Each Bank may, but shall have no obligation  to, make such offers
     and the  Company  may,  but shall have no  obligation  to,  accept any such
     offers in the manner set forth in this  Section  2.22.  Bid  Absolute  Rate
     Loans shall be  evidenced  by the Bid Notes.  Each Bid  Absolute  Rate Loan
     shall be repaid in full by the Company on the last day of the Bid  Interest
     Period applicable thereto.

          (b) Any Bank may offer to make Bid  Absolute  Rate  Loans in excess of
     its  Commitment  but such Loans will not relieve the Bank of its obligation
     to fund its Pro Rata share of Syndicated Loans.

          2.22.2.  Bid Quote Request.  When the Company wishes to request offers
     to make Bid  Absolute  Rate Loans under  Section  2.22,  the Company  shall
     transmit  to the  Administrative  Agent by telex or  telecopy  a Bid  Quote
     Request so as to be  received  no later than 9:00 a.m.,  Chicago  time,  at
     least  one  Business  Day prior to the  borrowing  date  proposed  therein,
     specifying:

               (i)  the  proposed  borrowing  date for the proposed Bid Absolute
                    Rate Loans;

               (ii) the  aggregate  principal  amount of such Bid Absolute  Rate
                    Loans; and

               (iii) the Bid Interest Period applicable  thereto (which must end
                    on or prior to the Termination Date of any Bank).

         The Company may request offers to make Bid Absolute Rate Loans for more
         than one Bid Interest Period. No Bid Quote Request shall be given
         within five Business Days (or upon reasonable prior notice to the
         Banks, such other number of days as the Company and the Administrative
         Agent may agree) of any other Bid Quote Request. Each Bid Quote Request
         shall be in a minimum amount of $5,000,000 or a larger multiple of
         $1,000,000; provided that upon giving effect to such Bid Absolute Rate
         Loans, the then aggregate outstanding principal amount of all Loans
         shall not exceed the aggregate amount of the Commitments then in
         effect. A Bid Quote Request that does not conform substantially to the
         format of Exhibit G hereto shall be rejected, and the Administrative
         Agent shall promptly notify the Company of such rejection by telex or
         telecopy.

          2.22.3.  Invitation  for Bid Quotes.  Promptly  upon  receipt of a Bid
     Quote  Request  that  is not  rejected  pursuant  to  Section  2.22.2,  the
     Administrative  Agent  shall send to each of the Banks by telex or telecopy
     an  Invitation  for Bid Quotes which shall  constitute an invitation by the
     Company to each Bank to submit Bid Quotes offering to make the Bid Absolute
     Rate  Loans to which such Bid Quote  Request  relates  in  accordance  with
     Section 2.22.

          2.22.4. Submission and Contents of Bid Quotes.

               (i)  Each Bank may,  in its sole  discretion,  submit a Bid Quote
                    containing  an offer or  offers  to make Bid  Absolute  Rate
                    Loans in response to any Invitation for Bid Quotes. Each Bid
                    Quote must  comply  with the  requirements  of this  Section
                    2.22.4 and must be submitted to the Administrative  Agent by
                    telex or telecopy at its offices specified in or pursuant to
                    Article 13 not later than 8:45 a.m.,  Chicago  time,  in the
                    case of JPMCB and 9:00 a.m.,  Chicago  time,  in the case of
                    each other Bank, on the proposed  Borrowing Date (or, in any
                    such case upon  reasonable  prior notice to the Banks,  such
                    other time and date as the  Company  and the  Administrative
                    Agent  may  agree,  provided  that  JPMCB  shall  always  be
                    required  to submit  its Bid  Quotes  not less than  fifteen
                    minutes prior to the other Banks).  No Bank may submit a Bid
                    Quote for a Bid Absolute  Rate Loan which has a Bid Interest
                    Period later than such Bank's  Termination Date.  Subject to
                    Articles 7 and 9, any Bid Quote so made shall be irrevocable
                    except with the written consent of the Administrative  Agent
                    given on the instructions of the Company.

               (ii) Each Bid Quote shall in any case specify:

                    (a)  the proposed borrowing date, which shall be the same as
                         that set  forth in the  applicable  Invitation  for Bid
                         Quotes;

                    (b)  the principal  amount of the Bid Absolute Rate Loan for
                         which  each  such  offer  is  being  made,   (1)  which
                         principal  amount  may be  greater  than,  less than or
                         equal to the  Commitment of the quoting Bank, but in no
                         case greater than the Commitments,  (2) which principal
                         amount  must be at  least  $5,000,000  and an  integral
                         multiple of $1,000,000 in excess thereof, and (3) which
                         principal amount may not exceed the principal amount of
                         Bid   Absolute   Rate  Loans  for  which   offers  were
                         requested;

                    (c)  the  minimum  or  maximum  amount,  if any,  of the Bid
                         Absolute Rate Loan which may be accepted by the Company
                         and/or the limit, if any, as to the aggregate principal
                         amount of the Bid  Absolute  Rate  Loans from such Bank
                         which may be accepted by the Company;

                    (d)  the  Bid  Absolute  Rate  offered  for  each  such  Bid
                         Absolute Rate Loan;

                    (e)  the applicable Bid Interest Period; and

                    (f)  the identity of the quoting Bank.

               (iii) The Administrative Agent shall reject any Bid Quote that:

                    (a)  is not substantially in the form of Exhibit F hereto or
                         does not  specify  all of the  information  required by
                         Section 2.22.4(ii);

                    (b)  contains  qualifying,  conditional or similar language,
                         other  than any such  language  contained  in Exhibit F
                         hereto;

                    (c)  proposes  terms  other than or in addition to those set
                         forth in the applicable Invitation for Bid Quotes; or

                    (d)  arrives after the time set forth in Section 2.22.4(i).

         If any Bid Quote shall be rejected pursuant to this Section
         2.22.4(iii), then the Administrative Agent shall notify the relevant
         Bank of such rejection as soon as practicable.

          2.22.5. Notice to the Company. The Administrative Agent shall promptly
     notify the  Company of the terms (i) of any Bid Quote  submitted  by a Bank
     that is in accordance with Section 2.22.4 and (ii) of any Bid Quote that is
     in  accordance  with  Section  2.22.4 and amends,  modifies or is otherwise
     inconsistent  with a previous Bid Quote submitted by such Bank with respect
     to the same Bid Quote  Request.  Any such  subsequent  Bid  Quote  shall be
     disregarded by the  Administrative  Agent unless such  subsequent Bid Quote
     specifically states that it is submitted solely to correct a manifest error
     in such former Bid Quote. The Administrative  Agent's notice to the Company
     shall specify the aggregate principal amount of Bid Absolute Rate Loans for
     which offers have been received for each Bid Interest  Period  specified in
     the related Bid Quote Request and the respective  principal amounts and Bid
     Absolute Rates so offered.

          2.22.6.  Acceptance and Notice by the Company.  Subject to the receipt
     of the notice from the Administrative  Agent referred to in Section 2.22.5,
     not later than 10:00 a.m. (Chicago time) on the proposed date of borrowing,
     the  Company  shall  notify  the  Administrative  Agent  of  the  Company's
     acceptance or rejection of the offers so notified to it pursuant to Section
     2.22.5;  provided,  however,  that the  failure by the Company to give such
     notice to the Administrative Agent shall be deemed to be a rejection of all
     such offers.  In the case of acceptance,  such notice (a  "Competitive  Bid
     Borrowing  Notice") shall specify the aggregate  principal amount of offers
     for each Bid Interest  Period that are accepted.  The Company may accept or
     reject any Bid Quote in whole or in part  (subject  to the terms of Section
     2.22.4(ii)(c)); provided that:

                    (a)  the aggregate principal amount of all Bid Absolute Rate
                         Loans may not exceed the applicable amount set forth in
                         the related Bid Quote Request;

                    (b)  acceptance  of offers  may only be made on the basis of
                         ascending Bid Absolute Rates; and

                    (c)  the  Company  may not  accept  any  offer  of the  type
                         described  in  Section  2.22.4(iii)  or that  otherwise
                         fails to comply with the requirements of this Agreement
                         for the purpose of obtaining a Bid  Absolute  Rate Loan
                         under this Agreement.

          2.22.7.  Allocation by the Administrative Agent. If offers are made by
     two or more Banks with the same Bid Absolute Rates for a greater  aggregate
     principal  amount than the amount in respect of which offers are  permitted
     to be accepted for the related Bid Interest Period, the principal amount of
     Bid Absolute Rate Loans in respect of which such offers are accepted  shall
     be  allocated  by the  Administrative  Agent  among such Banks as nearly as
     possible  (in  such  multiples,   not  greater  than  $1,000,000,   as  the
     Administrative  Agent may deem  appropriate) in proportion to the aggregate
     principal amount of such offers;  provided,  however, that no Bank shall be
     allocated  a portion of any Bid  Absolute  Rate Loan which is less than the
     minimum  amount which such Bank has indicated that it is willing to accept.
     Allocations by the Administrative Agent of the amounts of Bid Absolute Rate
     Loans  shall  be  conclusive  in  the  absence  of  manifest   error.   The
     Administrative  Agent  shall  promptly,  but in any  event  by  11:00  a.m.
     (Chicago  time),  notify  each Bank of its  receipt  of a  Competitive  Bid
     Borrowing  Notice and the aggregate  principal  amount of such Bid Absolute
     Rate Loan allocated to each participating Bank.

     2.23. Increase of Commitments.

                  (a) In addition to increases in the Commitment pursuant to
Section 2.4, the Company may from time to time, on the terms set forth below,
request that the Commitments hereunder be increased to an amount which does not
exceed $2,000,000,000; provided, however, that an increase in the Commitments
hereunder may only be made at a time when (i) no Potential Default or Event of
Default shall have occurred and be continuing or would result therefrom and (ii)
the Company's senior long-term indebtedness (without giving effect to any
third-party credit enhancement) is rated at least BBB- by S&P, Baa3 by Moody's
or BBB- by Fitch.

                  (b) In the event of such a requested increase in the
Commitments, (i) each of the Banks shall be given the opportunity to participate
in the increased Commitments (x) initially ratably in the proportion that its
Commitment bears to the Commitments and (y) to the extent that the requested
increase of Commitments is not fulfilled pursuant to the preceding clause (x)
and subject to clause (d) below, in such additional amounts as a Bank desires,
and (ii) to the extent that the Banks do not elect so to participate in such
increased Commitments after being afforded an opportunity to do so, then the
Company shall consult with the Administrative Agent as to the number, identity
and requested Commitments of additional financial institutions which the Company
may, upon the written consent of the Administrative Agent, which consent shall
not be unreasonably withheld, invite to participate in the Commitments.

                  (c) No Bank shall have any obligation to increase its
Commitment pursuant to a request by the Company hereunder. No Bank shall be
deemed to have approved an increase in its Commitment unless such approval is in
writing. Failure on the part of a Bank to respond to a request by the Company
hereunder shall be deemed a rejection of such request.

                  (d) In no event shall any Bank's Commitment, after giving
effect to an increase in its Commitment hereunder, exceed 20% of the Commitments
under this Agreement.

                  (e) In the event that the Company and one or more of the Banks
(or other financial institutions) shall agree upon such an increase in the
Commitments hereunder (i) the Company, the Administrative Agent and each Bank or
other financial institution increasing its Commitment or extending a new
Commitment shall enter into a consent in substantially the form of Exhibit K
hereto and (ii) the Company shall furnish new Notes to each financial
institution that is extending a new Commitment and to each Bank which is
increasing its Commitment.

                                 3. PREPAYMENT.

     3.1.  Generally.  Upon receipt by the Administrative  Agent of a Prepayment
Notice not less than the  Minimum  Notice  Period  prior to the  Effective  Date
thereof,  the Company may from time to time pay, without penalty,  all, or, in a
minimum aggregate amount of $25,000,000, any part of the principal of, the Loans
prior to their stated  maturities by paying, in addition to the principal amount
of such payment, all interest accrued on the payment to the date thereof. Except
as provided in Section 2.11 and Section  7.2,  Fixed Rate Loans may be paid only
on the last day of the applicable Interest Period.

                       4. REPRESENTATIONS AND WARRANTIES.

     The Company represents and warrants to the Banks that:

     4.1. Corporate Existence and Standing. Each of the Company and the Material
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 the
failure to obtain the necessary authority might materially  adversely affect the
consolidated  condition  or  operations  of the  Company  or the  ability of the
Company to perform the Obligations.

     4.2. Authorization and Validity. The execution, delivery and performance by
the Company of the Loan Documents have been duly authorized by proper  corporate
proceedings and the Loan Documents, when executed and delivered, will constitute
valid, binding and enforceable obligations of the Company.

     4.3. Compliance with Laws and Contracts. Neither the execution and delivery
by the  Company of the Loan  Documents,  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 Company or any Material Subsidiary or articles or certificates of
incorporation  or by-laws or the  provisions  of any  indenture,  instrument  or
agreement  to which the  Company  or any  Material  Subsidiary  is a party or is
subject, or by which it or its property,  is bound, or result in the creation or
imposition of any Lien pursuant to the terms of any such  indenture,  instrument
or  agreement,  and,  after giving  effect to the execution and delivery of this
Agreement and each of the Loan  Documents,  there will not exist any default (or
event which,  with notice or lapse of time,  would be a default)  under any such
indenture, instrument or agreement.

     4.4. Financial Statements.

          4.4.1. Audited. The May 29, 2005 consolidated  financial statements of
     the Company  heretofore  delivered to each Bank were prepared in accordance
     with Generally  Accepted  Accounting  Principles in effect on the date such
     statements  were  prepared and fairly  present the  consolidated  financial
     position  of the  Company  and  its  Subsidiaries  at  such  date  and  the
     consolidated results of their operations for the period then ended.

          4.4.2. No Material  Adverse Change.  No material adverse change in the
     consolidated financial position or results of operations of the Company and
     its  Subsidiaries  as shown on said May 29, 2005  financial  statements has
     occurred  since the date  thereof  through and  including  the date of this
     Agreement.

     4.5. Taxes. The Company and the Material Subsidiaries have filed all United
States  federal tax returns and all other tax returns  which are  required to be
filed and have paid all taxes due  pursuant  to said  returns or pursuant to any
assessment  received  by the  Company or any  Material  Subsidiary,  except such
taxes,  if any, as are being  contested  in good faith and as to which  adequate
reserves have been provided. The charges,  accruals and reserves on the books of
the  Company  and the  Material  Subsidiaries  in  respect of any taxes or other
governmental charges are adequate.

     4.6. Litigation.  As of the date of this Agreement,  there is no litigation
or proceeding pending or, to the knowledge of any of their officers,  threatened
against the Company or any Material Subsidiary which might materially  adversely
affect the  consolidated  financial  position  or results of  operations  of the
Company  and its  Subsidiaries  or the  ability of the  Company  to perform  the
Obligations.

     4.7.  Pension  Reform Act of 1974.  Neither the  Company  nor any  Material
Subsidiary has incurred any material  accumulated  funding deficiency within the
meaning of the Employee  Retirement Income Security Act of 1974, as amended,  or
has incurred any material liability (which has become due but which has not been
paid) to the Pension Benefit Guaranty Corporation established under such Act (or
any successor  thereto under such Act) in connection  with any employee  benefit
plan established or maintained by the Company or any Material Subsidiary.

     4.8. Defaults. No Event of Default or Potential Default has occurred and is
continuing.

     4.9.  Accuracy  of  Information.  As of the  date  of  this  Agreement,  no
information,  exhibit  or  report  furnished  by the  Company  or  any  Material
Subsidiary to the  Administrative  Agent or to the Banks in connection  with the
negotiation of 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 in light of the circumstances in which made.

     4.10.  Regulation  U.  Neither the Company  nor any  Subsidiary  is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying  "margin  stock" (as defined in
Regulation U of the Board).  The Company  shall not use the proceeds of any Loan
in a manner that would result in any  violation of the  provisions of Regulation
U.

     4.11. Legal Authority. No approval, authorization, consent, adjudication or
order of any governmental authority,  which has not been obtained by the Company
or any  Subsidiary,  is required to be obtained by the Company or any Subsidiary
in  connection  with the  execution  and  delivery  of the Loan  Documents,  the
borrowing  under the  Agreement or in  connection  with the  performance  by the
Company of its obligations under the Loan Documents.

                           5. AFFIRMATIVE COVENANTS.

     5.1. Financial Statements,  Reports,  Returns and Other Financial Data. The
Company  covenants  that,  so long as any Bank  shall  hold any Note or have any
Commitment or Loan  outstanding,  the Company will deliver to each of such Banks
that holds any Note or has any Commitment or Loan outstanding the following:

          5.1.1.  Quarterly Financial Statements.  As soon as practicable and in
     any event within 60 days after the end of each of the first three quarterly
     accounting periods of the Company's fiscal year, (i) quarterly consolidated
     statements  of earnings and cash flow of the Company and its  Subsidiaries,
     and (ii)  quarterly  consolidated  balance  sheets of the  Company  and its
     Subsidiaries,  setting forth in each case in comparative form  consolidated
     figures for the  corresponding  period in the preceding fiscal year, all in
     accordance  with  Generally  Accepted  Accounting  Principles  (except that
     footnote disclosures  required by Generally Accepted Accounting  Principles
     may be omitted  and that the  statement  of  stockholders'  equity  will be
     omitted  and  subject  to  audit  and  changes   resulting   from  year-end
     adjustment) all in the form submitted by the Company to its shareholders.

          5.1.2. Annual Financial Statements.  As soon as practicable and in any
     event within 90 days after the end of the Company's  fiscal year (i) annual
     consolidated statements of earnings,  stockholders' equity and cash flow of
     the  Company  and  its   Subsidiaries   for  such  year,  and  (ii)  annual
     consolidated  balance sheets of the Company and its  Subsidiaries,  setting
     forth in each case in comparative form corresponding  consolidated  figures
     from the preceding annual audit, all in accordance with Generally  Accepted
     Accounting   Principles  and  certified  by  independent  certified  public
     accountants of recognized national standing selected by the Company and all
     in a form submitted by the Company to its shareholders.

          5.1.3.   Stockholder   and   Governmental   Reports.   Promptly   upon
     transmission  thereof,  copies  of all  such  financial  statements,  proxy
     statements, notices and reports as it shall send to its stockholders and of
     all  registration  statements  (without  exhibits) and all reports which it
     files with the Securities and Exchange  Commission or any governmental body
     or agency  succeeding  to the  functions  of the  Securities  and  Exchange
     Commission.

     5.2.  Officer's  Certificate.  Together  with each  delivery  of  financial
statements  required by Section 5.1.1 and 5.1.2 above,  the Company will deliver
to the  Administrative  Agent for distribution to each of the Banks an Officer's
Certificate  setting forth the  calculations  necessary to determine  compliance
with this  Agreement  and  stating  that  there  exists no Event of  Default  or
Potential  Default or, if any such Event of Default or Potential Default exists,
specifying the nature thereof,  the period of existence  thereof and what action
the Company has taken or proposes to take with respect thereto. The Company also
covenants that forthwith upon any Authorized  Officer obtaining  knowledge of an
Event of Default or Potential  Default under this Agreement,  it will deliver to
any Bank that  holds any Note or has any  Commitment  outstanding  an  Officer's
Certificate  specifying the nature thereof, the period of existence thereof, and
what action the Company  has taken or  proposes  to take with  respect  thereto.
Where the  financial  statements  required  by Section  5.1.1 or 5.1.2 above are
necessary to determine  whether all covenants herein have been complied with, or
whether an Event of Default has occurred,  the most recent financial  statements
referred  to in  Section  5.1.1.  and  5.1.2  above,  shall be used to make such
determination.

     5.3. Sale and Lease-Back.  In the event a "Sale and Lease-Back Transaction"
(as  defined in Section  3.7 of the  Indenture)  occurs  that (i) results in net
proceeds  to the  Company or a  Subsidiary  in excess of  $50,000,000,  and (ii)
requires the retirement by the Company of debt pursuant to Section 3.7(c) of the
Indenture,  then the Company shall,  within 90 days following the effective date
of such Sale and  Lease-Back  Transaction,  offer to holders of the Notes to use
the net  proceeds of such Sale and  Lease-Back  Transaction  to prepay,  without
premium,  a Pro Rata portion of the  principal  amount of the Notes held by each
such holder. Such Pro Rata amount shall be based on a fraction, the numerator of
which  would  be  the  principal  amount  of  Notes  then  outstanding  and  the
denominator  of which would be the principal  amount  outstanding  of all funded
debt for which the  Company is required by the terms  thereof,  to make  similar
offers.  Such offer would be  terminated  if not  accepted  in writing  within 5
Business Days  following  the date of such offer.  For purposes of this Section,
the applicable  provisions of the Indenture shall be deemed  incorporated herein
mutatis mutandis  without the effect of any amendment,  waiver or termination of
the Indenture.

                             6. NEGATIVE COVENANTS.

     The Company covenants,  so long as any Bank shall hold any Note or have any
Commitment or Loan outstanding, as follows:

     6.1. Funded Debt. The Company will not permit  Consolidated  Funded Debt to
exceed 65% of Consolidated Capital Base.

     6.2. Consolidation,  Merger, Sale or Conveyance. The Company will not merge
or consolidate with any other corporation or sell or convey (including by way of
lease) all or substantially  all of its assets to any Person,  unless (i) either
the Company shall be the continuing  corporation or the successor corporation or
the Person which acquires by sale or conveyance  substantially all the assets of
the  Company  (if  other  than the  Company)  shall be a  corporation  or entity
organized  under the laws of the United  States of America or any State  thereof
and shall expressly  assume the due and punctual payment of the principal of and
interest  on the  Notes,  according  to their  tenor,  and the due and  punctual
performance  and  observance  of all of the  covenants  and  conditions  of this
Agreement  to be performed  or observed by the  Company,  by written  instrument
executed  and  delivered  to the  holders  of the Notes by such  corporation  or
entity, and (ii) immediately after such merger or consolidation, or such sale or
conveyance,  no  Potential  Default  or  Event of  Default  shall  exist  and be
continuing. In case of any such consolidation,  merger, sale or conveyance,  and
following  such an  assumption  by the  successor  corporation,  such  successor
corporation  shall succeed to and be substituted for the Company,  with the same
effect  as if it had  been  named  herein.  In the  event  of any  such  sale or
conveyance  (other  than a  conveyance  by  way of  lease)  the  Company  or any
successor  corporation  which shall  theretofore  have become such in the manner
described in this Section shall be discharged from all obligations and covenants
under this Agreement and the Notes and may be liquidated  and dissolved.  In the
event that a  successor  corporation  has been  substituted  for the  Company or
another  corporation  and has assumed  payment of the Notes and  performance and
observance  of the covenants of this  Agreement in accordance  with this Section
6.2, the Company or other corporation  previously  obligated under the Agreement
and the Notes shall be discharged  from all obligations and covenants under this
Agreement and the Notes and may be liquidated and dissolved.

     6.3. Fixed Charge Coverage. The Company and its Subsidiaries will maintain,
on a consolidated  basis,  a ratio of (i) Profit Before Taxes and  Extraordinary
Items plus Fixed Charges plus goodwill  amortization minus equity in earnings of
Affiliates  to (ii) Fixed  Charges  greater  than 1.75 to 1.0 on a  four-quarter
rolling basis calculated at each quarter end.

     6.4.  Liens.  The  Company  will  perform,  comply with and observe for the
benefit  of the  Banks its  agreements  in  Section  3.6 of the  Indenture.  For
purposes hereof,  the provisions of said Section 3.6 of the Indenture,  together
with related  definitions  and  ancillary  provisions,  are hereby  incorporated
herein by reference, mutatis mutandis, and shall be deemed to continue in effect
for the benefit of the Banks (as if they held Securities under the Indenture) as
in effect on the date hereof, whether or not said provisions otherwise remain in
effect or are  modified;  provided  that for purposes of this  incorporation  by
reference,  each  reference in said Section to  "Securities"  shall be deemed to
include  the Notes  issued  hereunder,  and if the  Company is  required by said
Section 3.6 to equally  and ratably  secure the  Securities,  the Company  shall
cause the Notes and the  Commitments  to be secured by Liens equally and ratably
with the Securities  (without  implying in any way that the Notes are securities
for  purposes  of  state  or  federal  securities  laws)  and any and all  other
obligations and indebtedness secured by such Liens.

                       7. EVENTS OF DEFAULT AND REMEDIES.

     7.1.  Events  of  Default.  For  purposes  of this  Agreement,  each of the
following events shall be Events of Default:

          7.1.1.  Failure to Pay Principal of Notes. The Company defaults in the
     payment of any principal of any Note when the same shall become due, either
     by the terms thereof or otherwise as herein provided.

          7.1.2.  Failure to Pay Interest on Notes or Fees. The Company defaults
     in the payment of any interest on any Note or any fees  hereunder  for more
     than 10 days after the date due.

          7.1.3. Default Under Other Obligations.  The Company or any Subsidiary
     defaults under any agreement or indenture  pursuant to which the Company or
     any  Subsidiary has borrowed more than  $35,000,000  (or has sold notes the
     aggregate  principal amount of which exceeds  $35,000,000) and such default
     has not been  cured  within  any  period  of grace  provided  with  respect
     thereto,  provided,  however, the Company may exclude from the operation of
     this Section 7.1.3 one or more Subsidiaries so long as the Company's equity
     investment in such excluded  Subsidiaries is less than 20% of the Company's
     consolidated assets.

          7.1.4.  Breach of Representation.  Any representation or warranty made
     by the Company  herein or in any writing  furnished in  connection  with or
     pursuant to this  Agreement  shall be false in any material  respect on the
     date as of which made.

          7.1.5. Failure to Perform Negative Covenants.  The Company defaults in
     the  performance or observance of any agreement  contained in Section 6 and
     such  default  shall  not  have  been  remedied  within  30 days  after  an
     Authorized Officer obtained knowledge of such default.

          7.1.6.  Failure to Perform  Other  Terms and  Conditions.  The Company
     defaults in the performance or observance of any other agreement, covenant,
     term or condition  contained  herein and such  default  shall not have been
     remedied  within 30 days  after  written  notice  thereof  shall  have been
     received by the Company from any of the Banks.

          7.1.7. Assignment For Benefit of Creditors and Insolvency. The Company
     or  any  Material  Subsidiary  makes  an  assignment  for  the  benefit  of
     creditors,  or admits in  writing  its  inability  to pay its debts as they
     become  due,  or is unable  generally  to pay its  debts or is  adjudicated
     bankrupt or insolvent.

          7.1.8. Order for Relief.  Any order for relief,  judgment or decree is
     entered in any  proceeding  described  in  Section  7.1.9  relating  to the
     Company or any Material Subsidiary.

          7.1.9.  Voluntary Receiver or Bankruptcy.  The Company or any Material
     Subsidiary  petitions or applies to any tribunal for the  appointment  of a
     trustee,  receiver or liquidator of the Company or any Material Subsidiary,
     or of any  substantial  part of the assets of the  Company or any  Material
     Subsidiary,  or commences any proceedings  (other than  proceedings for the
     voluntary liquidation and dissolution of a Material Subsidiary) relating to
     the   Company   or  any   Material   Subsidiary   under   any   bankruptcy,
     reorganization,  arrangement, insolvency, readjustment of debt, dissolution
     or law of any jurisdiction, whether now or hereafter in effect.

          7.1.10.   Involuntary   Receiver  or   Bankruptcy.   Any  petition  or
     application  described  in  Section  7.1.9  is  filed,  or any  proceedings
     described  in  Section  7.1.9 are  commenced,  against  the  Company or any
     Material Subsidiary,  and the Company or any Material Subsidiary by any act
     indicates its approval thereof,  consent thereto, or acquiescence  therein,
     or an order,  judgment or decree is entered  appointing  any such  trustee,
     receiver or liquidator,  or approving the petition in any such proceedings,
     and such order,  judgment or decree remains in effect and unstayed for more
     than 60 days.

          7.1.11.  Involuntary Order for Relief. Any order for relief,  judgment
     or decree is entered in any proceedings against the Company or any Material
     Subsidiary  decreeing the  dissolution,  winding-up or  liquidation  of the
     Company or any Material  Subsidiary  and such order,  judgment or decree is
     unstayed and in effect for more than 60 days.

          7.1.12.  Unsatisfied  Judgment.  A final judgment or judgments for the
     payment of money aggregating in excess of $35,000,000 is or are outstanding
     against  the  Company  or any  Material  Subsidiary  and  any  one of  such
     judgments has been  outstanding  for more than 30 days from the date of its
     entry and has not been discharged in full or stayed.

     7.2. Rights and Duties After Default.

          7.2.1. Acceleration. If any Event of Default occurs and is continuing,
     then, upon the election of the Required Banks (which election shall be held
     in a manner determined by the Administrative  Agent and communicated by the
     Administrative  Agent to the Banks),  the Banks'  Commitments to make Loans
     under this  Agreement  shall  terminate  and,  upon the  election  of Banks
     holding greater than 50% of the then  outstanding  Loans, the Notes and all
     interest,  fees and other amounts payable under this Agreement or the Notes
     shall  immediately  become due and  payable  without  presentment,  demand,
     protest or notice of any kind,  all of which are hereby  expressly  waived;
     provided,  however,  that upon the  occurrence of an Event of Default under
     Sections 7.1.7,  7.1.8,  7.1.9,  7.1.10 or 7.1.11,  the  Commitments  shall
     automatically  terminate  and the  Loans and all  interest,  fees and other
     amounts  payable under the Agreement or the Notes shall become  immediately
     due and payable without  declaration or notice to the Company. In addition,
     if the Company  fails to pay  principal or interest on a Note in accordance
     with this Agreement and such failure is  continuing,  the Bank holding such
     Note  may,  at its  option,  in  addition  to any  right,  power or  remedy
     permitted by law or equity, by notice in writing to the Company,  terminate
     its  Commitment  to make Loans under this  Agreement and declare the unpaid
     principal  amount of such Note to be due and  payable  and such Note  shall
     thereupon be and become, forthwith due and payable,  together with interest
     thereon as provided in Section 7.2.2.

          7.2.2. Interest Rate After Acceleration. After any acceleration of any
     Loan or Loans pursuant to Section 7.2.1, the Company agrees to pay interest
     on  such  accelerated  Loan or  Loans  at a rate  per  annum  equal  to the
     Alternate  Base  Rate  plus  one  percent  (1%),  changing  when and as the
     Alternate Base Rate changes.

                      8. WAIVERS, AMENDMENTS AND REMEDIES.

     8.1.  Waivers and  Remedies.  No delay or  omission  of the  Administrative
Agent,  the  Required  Banks,  or any Bank to exercise  any right under the Loan
Documents shall impair such right or be construed to be a waiver of any Event of
Default or an acquiescence  therein,  and any single or partial  exercise of any
such right shall not preclude other or further  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
Required Banks or all of the Banks, if required,  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 Banks until the Obligations have been paid in full.

     8.2.  Amendments.  With the  consent  in  writing of  Required  Banks,  the
Administrative  Agent and the Company  may,  subject to the  provisions  of this
Section 8, from time to time enter into agreements  supplemental  hereto for the
purpose of adding any provisions to this Agreement or changing in any manner the
rights  of the Banks or the  Company  hereunder  or waive  any Event of  Default
hereunder;  provided,  however,  that no such  supplemental  agreement shall (i)
extend  the  Termination  Date or the final  maturity  of any Note or reduce the
principal amount thereof,  reduce any fees or reduce the rate or extend the time
of payment of interest  thereon,  without  the consent of all Banks  (except for
extensions in accordance  with Section 2.18 and except that any of the foregoing
with  respect to a  Competitive  Bid Note shall only  require the consent of the
holder of such Note),  (ii) change the standard of "greater than 50%"  specified
in the  definition of Required  Banks or in Section 7.2.1 without the consent of
all Banks, (iii) increase the amount or extend the term of the Commitment of any
Bank without the consent of that Bank,  or (iv) change or amend this Section 8.2
without the consent of all Banks.

                      9. CONDITIONS PRECEDENT TO CLOSING.

     9.1  The  closing  shall  be  deemed  to be  held  at  the  office  of  the
Administrative Agent in Chicago,  Illinois, and on the date of execution of this
Agreement, the Company shall deliver to the Administrative Agent for the benefit
of the Banks:

                  (i) an executed copy of this Agreement,

                  (ii) a certificate signed by any Authorized Officer stating
         that as of such closing date no Event of Default or Potential Default
         shall exist and that the representations and warranties contained in
         Article 4 are true and correct on such closing date,

                  (iii) copies of the Certificate of Incorporation of the
         Company, together with all amendments, certified by the Secretary or
         Assistant Secretary of the Company, and a certificate of good standing,
         certified on or within ten days prior to the date hereof by the
         Secretary of State of Delaware,

                  (iv) copies, certified by the Secretary or Assistant Secretary
         of the Company, of its By-Laws and its Board of Directors' Resolutions
         (and resolutions of other bodies, if any are deemed necessary by
         counsel for any Bank), authorizing the execution, delivery and
         performance of the Loan Documents,

                  (v) an incumbency certificate, executed by the Secretary or
         Assistant Secretary of the Company, which shall identify by name and
         title and bear the signature of the officers of the Company authorized
         to sign the Loan Documents and to sign any other documents, reports and
         notices in connection with this Agreement and to make borrowings
         hereunder (on which the Banks shall be entitled to rely until informed
         of any change in writing by the Company),

                  (vi) a written opinion of the Company's counsel, McGrath North
         Mullin & Kratz, PC LLO addressed to the Banks in the form of Exhibit D,

                  (vii) Syndicated Notes payable to the order of each of the
         Banks,

                  (viii) satisfactory evidence that those fees due on the date
         the Company executes this Agreement have been paid in full, and

                  (ix) satisfactory evidence that the Prior Agreement shall have
         been terminated and cancelled and any and all accrued and unpaid
         principal, interest, fees and expenses due and payable under the terms
         of the Prior Agreement or any other agreement, document or instrument
         executed in connection therewith have been paid in full.

     9.2 The Banks  shall not be  required  to make Loans  under this  Agreement
unless on each Loan Closing  Date (i) no Event of Default or  Potential  Default
shall exist, (ii) the representations and warranties  contained in Sections 4.1,
4.2, 4.3,  4.4.1,  4.5, 4.8, 4.9, 4.10 and 4.11 shall be true and correct in all
material  respects as of such Loan  Closing  Date,  and (iii) all legal  matters
incident to such borrowings  shall be satisfactory to the  Administrative  Agent
and its counsel.  On each Loan Closing Date with respect to a Bid Absolute  Rate
Loan, the Company shall deliver to the Administrative  Agent, for the account of
the relevant Bank, a duly executed and completed Bid Note if requested.

     9.3 On the date of (i) each  extension  pursuant to Section  2.18 hereof or
(ii) the date of each increase in  Commitments  pursuant to Section 2.23 hereof,
the Company  shall  deliver to the  Administrative  Agent for the benefit of the
Banks a certificate,  signed by any Authorized Officer,  stating that as of such
date no Event of Default or  Potential  Default  exists and, in the case of each
extension  pursuant to Section 2.18,  that the  representations  and  warranties
contained  in Section 4 are true and  correct in all  material  respects on such
date as if made on such date, except that the financial  statements  referred to
in  Section  4.4  shall  be  deemed  to be the  audited  consolidated  financial
statements of the Company and its  Subsidiaries  most recently  delivered to the
Banks.

                            10. GENERAL PROVISIONS.

     10.1. Benefit of Agreement.  Each Bank will accept its Notes as evidence of
Loans made in the ordinary course of its commercial banking business.  The terms
and  provisions of this  Agreement and the Notes shall be binding upon and inure
to the benefit of the Company and the Banks and their respective  successors and
assigns,  except (a) the  Company may not,  except as set forth in Section  6.2,
assign its rights or obligations  hereunder or under the Notes without the prior
consent of all Banks and (b) a Bank may not  assign  its  rights or  obligations
hereunder  or under  the Notes or sell or grant any  interest  or  participation
herein, in the Commitments or any Loan except as follows:

          10.1.1.  Assignments.  Any Bank  may,  in the  ordinary  course of its
     business and 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  L or in such  other  form as may be
     agreed to by the parties thereto and approved by the Administrative  Agent.
     The  consent  of the  Company  shall be  required  prior  to an  assignment
     becoming  effective  with  respect to a Purchaser  which is not a Bank,  an
     Affiliate thereof or an Approved Fund; provided,  however, that if an Event
     of Default has occurred and is continuing, the consent of the Company shall
     not be required.  The consent of the Administrative Agent shall be required
     prior to any assignment becoming effective; provided that no consent of the
     Administrative  Agent shall be required for an assignment from a Bank to an
     Affiliate,  or an Approved Fund, of such Bank.  Any required  consent shall
     not be unreasonably  withheld or delayed.  Each such assignment shall be in
     an amount  not less  than the  lesser of (i)  $5,000,000  unless  otherwise
     agreed by the Company and the  Administrative  Agent or (ii) the  remaining
     amount of the assigning  Bank's  Commitment  (calculated  as at the date of
     such assignment).

          10.1.2. [Intentionally Omitted].

          10.1.3.   Effect  of  Assignments.   Upon  the  effectiveness  of  any
     assignment pursuant to Section 10.1.1 hereof, the assignee thereunder shall
     be a party hereto and, to the extent of the interest  assigned,  shall have
     the  rights  and  obligations  of a Bank  under  this  Agreement,  and  the
     assigning Bank shall, to the extent of the interest  assigned,  be released
     from its obligations under this Agreement.

          10.1.4. Participations.

                    (a)  Any Bank may, without the consent of the Company or the
                         Administrative  Agent,  sell  participations  to one or
                         more banks or other entities (a  "Participant")  in all
                         or a portion  of such  Bank's  rights  and  obligations
                         under this Agreement (including all or a portion of its
                         Commitment  and the Loans owing to it);  provided  that
                         (A) such Bank's  obligations under this Agreement shall
                         remain  unchanged,  (B) such Bank shall  remain  solely
                         responsible   to  the  other  parties  hereto  for  the
                         performance  of such  obligations  and (C) the Company,
                         the  Administrative  Agent  and the other  Banks  shall
                         continue to deal solely and directly  with such Bank in
                         connection  with such  Bank's  rights  and  obligations
                         under  this  Agreement.  Any  agreement  or  instrument
                         pursuant  to which a Bank  sells  such a  participation
                         shall  provide  that such Bank  shall  retain  the sole
                         right to enforce  this  Agreement  and to  approve  any
                         amendment,  modification  or waiver of any provision of
                         this   Agreement;   provided  that  such  agreement  or
                         instrument may provide that such Bank will not, without
                         the consent of the Participant, agree to any amendment,
                         modification  or waiver  described  in the  proviso  to
                         Section 8.2 that affects such  Participant.  Subject to
                         paragraph (b) of this Section,  the Company agrees that
                         each  Participant  shall be entitled to the benefits of
                         Sections  2.11,  2.12 and 2.13 to the same extent as if
                         it  were  a Bank  and  had  acquired  its  interest  by
                         assignment  pursuant to Section  10.1.1.  To the extent
                         permitted  by  law,  each  Participant  also  shall  be
                         entitled  to the  benefits  of  Section 12 as though it
                         were a Bank.

                    (b)  A  Participant  shall not be  entitled  to receive  any
                         greater  payment  under  Section  2.12 or 2.13 than the
                         applicable  Bank  would have been  entitled  to receive
                         with  respect  to  the   participation   sold  to  such
                         Participant,  unless the sale of the  participation  to
                         such  Participant  is made  with  the  Company's  prior
                         written consent. A Participant that would be a Non-U.S.
                         Bank if it were a Bank  shall  not be  entitled  to the
                         benefits of Section 2.12 unless the Company is notified
                         of the participation  sold to such Participant and such
                         Participant  agrees, for the benefit of the Company, to
                         comply with Section 2.12.3 as though it were a Bank.

          10.1.5. General Restrictions.  Notwithstanding the foregoing,  (i) all
     assignments  and  participations  permitted  hereunder  shall  be  effected
     pursuant to forms of assignment  agreements or participation  agreements as
     may be approved by the Administrative  Agent in its reasonable  discretion;
     (ii) any such  assignment  pursuant to this Section  will become  effective
     five Business Days after the  Administrative  Agent's  receipt of a written
     notice of such assignment from the assigning Bank and the assignee Bank and
     a processing and recordation  fee of $3,500 from the assigning Bank;  (iii)
     no Bank shall effect any assignment or  participation  that may require the
     Company to file a  registration  statement with the Securities and Exchange
     Commission  or apply to qualify  the Loans or  Commitments  of that Bank or
     other  Obligations  owed to that Bank under blue sky law of any state;  and
     (iv) no Bank shall, as between Company and that Bank, be relieved of any of
     its obligations  hereunder as a result of any granting of participations in
     all or any part of the Loans or participations  therein,  or Commitments of
     that Bank or other obligations owed to such Bank.

          10.1.6. Federal Reserve Bank.  Notwithstanding  anything herein to the
     contrary,  any Bank may at any time  without  the consent of the Company or
     the  Administrative   Agent  and  without  restrictions  as  to  amount  or
     otherwise, pledge and assign as collateral all or any portion of its rights
     under  this  Agreement,  any Note or any Loan to a  Federal  Reserve  Bank,
     provided  that no such pledge or assignment  shall  release the  transferor
     Bank from its obligations hereunder.

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

     10.3. Governmental Regulation.  Anything contained in this Agreement to the
contrary  notwithstanding,  no Bank shall be obligated  to extend  credit to the
Company in an amount in violation of any limitation or  prohibition  provided by
any applicable statute or regulation.

     10.4. Taxes. Any taxes (excluding income taxes) payable or ruled payable by
Federal or State authority in respect of the Loan Documents shall be paid by the
Company, together with interest and penalties, if any.

     10.5.  Choice of Law.  The Loan  Documents  (other than those  containing a
contrary  express choice of law provision) shall be construed in accordance with
and governed by the laws of the State of New York.

     10.6. 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.

     10.7. Entire Agreement.  The Loan Documents embody the entire agreement and
understanding  between  the  Company  and the  Banks  and  supersede  all  prior
agreements and understandings  between the Company and the Banks relating to the
subject matter hereof.

     10.8.  Several  Obligations.   The  respective  obligations  of  the  Banks
hereunder  are several and not joint,  and no Bank shall be the partner or agent
of any  other  (except  to the  extent  to  which  the  Administrative  Agent is
authorized  to act as  such).  The  failure  of any Bank to  perform  any of its
obligations  hereunder  shall  not  relieve  any  other  Bank  from  any  of its
obligations hereunder.

     10.9.  Expenses.  The Company shall reimburse the Administrative  Agent and
the  Banks  for any and all  reasonable  costs and  out-of-pocket  expenses  and
internal  charges paid or incurred by the  Administrative  Agent or the Banks in
connection with the collection and enforcement  (including  reasonable attorneys
fees and reasonable time charges of attorneys who may or may not be employees of
the Administrative Agent or the Banks) of the Loan Documents. The obligations of
the  Company  under this  Section  10.9 shall  survive the  termination  of this
Agreement.

     10.10. Numbers of Documents. All statements, notices and requests hereunder
shall be furnished to the Administrative  Agent with sufficient  counterparts so
that the Administrative Agent may furnish one to each of the other Banks.

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

     10.12.  Accounting.   Except  as  provided  to  the  contrary  herein,  all
accounting   terms  used  herein  shall  be   interpreted   and  all  accounting
determinations and calculations  hereunder shall be made on a consolidated basis
for the Company and its  Subsidiaries  in  accordance  with  Generally  Accepted
Accounting Principles.

     10.13.   Confidentiality.   Each  Bank  agrees  to  hold  any  confidential
information  which it may receive from the Company pursuant to this Agreement in
confidence, except for disclosure as required (i) to its Affiliates and to other
Banks and their respective Affiliates, (ii) to legal counsel,  accountants,  and
other professional  advisors to such Bank or any assignee thereof or participant
related thereto under Section 10.1, (iii) to regulatory  officials,  (iv) to any
Person as  requested  pursuant to or as required  by law,  regulation,  or legal
process, (v) to any Person in connection with any legal proceeding to which such
Bank  is  a  party,   (vi)  to  such  Bank's  direct  or  indirect   contractual
counterparties  in swap  agreements or to legal counsel,  accountants  and other
professional  advisors to such  counterparties,  and (vii) to rating agencies if
requested or required by such agencies in connection  with a rating  relating to
the transactions  evidenced hereby. The Company authorizes each Bank to disclose
to any  assignee or  participant  described  in Section 10.1 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
Bank's  possession  concerning  the  creditworthiness  of the  Company  and  its
Subsidiaries; provided that each Transferee and prospective Transferee agrees to
be bound by the confidentiality provisions of this Section 10.13.

     10.14.  USA PATRIOT Act. Each Bank that is subject to the  requirements  of
the USA Patriot Act (Title III of Pub.  L. 107-56  (signed  into law October 26,
2001)) (the "Act") hereby notifies the Company that pursuant to the requirements
of the Act,  it is  required  to  obtain,  verify and  record  information  that
identifies the Company,  which information  includes the name and address of the
Company and other  information that will allow such Bank to identify the Company
in accordance with the Act.

                                11. THE AGENTS.

     11.1.  Appointment  and Powers.  JPMCB is hereby  appointed  Administrative
Agent hereunder, and each of the Banks irrevocably authorizes the Administrative
Agent to act as the administrative  agent of such Bank. BofA is hereby appointed
Syndication  Agent.  JPMorgan and BAS are hereby  appointed the  Arrangers.  The
Administrative Agent agrees to act as such upon the express conditions set forth
in this Section 11.  Except as expressly set forth  herein,  the  Administrative
Agent  shall not have any duty to  disclose,  and  shall  not be liable  for the
failure to  disclose,  any  information  relating  to the  Company or any of its
Subsidiaries  that  is  communicated  to or  obtained  by the  bank  serving  as
Administrative Agent or any of its Affiliates in any capacity.

     11.2.  Powers.  The  Administrative  Agent shall have and may exercise such
powers hereunder as are specifically  delegated to the  Administrative  Agent by
the terms  hereof,  together  with  such  powers  as are  reasonably  incidental
thereto.  Neither the Administrative  Agent nor the Syndication Agent shall have
any  implied  duties to the Banks,  or any  obligation  to the Banks to take any
action hereunder except any action specifically provided by this Agreement to be
taken by the Administrative Agent.

     11.3. General Immunity.  None of the Administrative  Agent, the Syndication
Agent, the Arrangers, nor any of their respective directors, officers, agents or
employees  shall be  liable  to the  Banks or any Bank for any  action  taken or
omitted to be taken by it or them hereunder or in connection herewith except for
its or their own gross negligence or willful misconduct.

     11.4.   No   Responsibility   for  Loans,   Recitals,   Etc.  None  of  the
Administrative   Agent,  the  Syndication  Agent,  or  the  Arrangers  shall  be
responsible to the Banks for any recitals,  reports,  statements,  warranties or
representations  herein  or any  Loans  hereunder  or be bound to  ascertain  or
inquire  as to the  performance  or  observance  of any of  the  terms  of  this
Agreement.

     11.5. Right to Indemnity. The Administrative Agent shall be fully justified
in failing or  refusing  to take any action  hereunder  unless it shall first be
indemnified  to its  satisfaction  by the Banks Pro Rata in accordance  with the
Commitments  against any and all  liability and expense which may be incurred by
it by  reason  of  taking  or  continuing  to take any  such  action  except  in
connection with its gross negligence or willful misconduct.

     11.6.  Action on Instructions of Banks. The  Administrative  Agent shall in
all cases be fully protected in acting, or in refraining from acting,  hereunder
in accordance with written instructions signed by the Required Banks (other than
in connection with amendments requiring consent of all Banks or an affected Bank
under Section 8.2), and such instructions and any action taken or failure to act
pursuant  thereto  shall be  binding  on all of the Banks and on all  holders of
Notes.

     11.7.  Employment  of Agents  and  Counsel.  The  Administrative  Agent may
execute  any of its  duties as  Administrative  Agent  hereunder  by or  through
employees,  agents,  and  attorneys-in-fact  and shall not be  answerable to the
Banks (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 Administrative Agent shall be entitled to advice
of counsel  concerning  all matters  pertaining to the agency hereby created and
its duties hereunder.

     11.8.  Reliance on Documents;  Counsel.  The Administrative  Agent shall be
entitled  to rely in good faith  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 Administrative Agent.

     11.9. May Treat Payee as Owner. The Administrative Agent may deem and treat
the payee of any Note as the owner  thereof for all purposes  hereof  unless and
until a written  notice of the  assignment  of transfer  thereof shall have been
filed with the  Administrative  Agent. Any request,  authority or consent of any
person,  firm or  corporation  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.

     11.10. Administrative Agent's Reimbursement.  Each Bank agrees to reimburse
the  Administrative  Agent in the  amount of such  Bank's  Pro Rata share of the
Commitments  for any  expenses  not  reimbursed  by the  Company  for  which the
Administrative  Agent is entitled to reimbursement by the Company under the Loan
Documents and for any other  expenses  incurred by the  Administrative  Agent on
behalf of the Banks in connection  with the enforcement of the Loan Documents if
such other expenses are not reimbursed by the Company.

     11.11.  Rights as a Bank. With respect to its Commitment,  Loans made by it
and Notes  issued to it, each of the  Administrative  Agent and the  Syndication
Agent  shall  have the same  rights  and  powers  hereunder  as any Bank and may
exercise  the  same as  though  it  were  not the  Administrative  Agent  or the
Syndication  Agent,  as the case may be, and the term  "Bank" or "Banks"  shall,
unless  the  context  otherwise  indicates,  include  each  such  party  in  its
individual  capacity.  The  Administrative  Agent and the Syndication  Agent may
accept deposits from, lend money to, and generally engage in any kind of banking
or trust business with the Company as if it were not the Administrative Agent or
Syndication Agent.

     11.12.   Bank  Credit  Decision.   Each  Bank  acknowledges  that  it  has,
independently   and  without  reliance  upon  the   Administrative   Agent,  the
Syndication Agent, or the Arrangers or any other Bank and based on the financial
statements  referred to in Section 4.4 and such other  documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Bank also acknowledges that it will, independently and
without reliance upon the  Administrative  Agent, the Syndication  Agent, or the
Arrangers or any other Bank 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.

     11.13.  Resignation of Administrative Agent. Subject to the appointment and
acceptance  of  a  successor   Administrative   Agent  as  provided  below,  the
Administrative  Agent may  resign at any time by giving  notice  thereof  to the
Banks and the Company.  Upon any such  resignation,  the Company  shall have the
right to appoint a successor Administrative Agent reasonably satisfactory to the
Required  Banks.  If no such successor  Administrative  Agent shall have been so
appointed by the Company and shall have accepted such appointment within 30 days
after the retiring Administrative Agent's giving of notice of resignation,  then
the  retiring  Administrative  Agent  may,  on  behalf of the  Banks,  appoint a
successor  Administrative  Agent reasonably  satisfactory to the Company,  which
shall be a bank  which has an  office in the  United  States of  America  with a
combined  capital and surplus of at least  $500,000,000.  Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor  Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested  with all the  rights,  powers,  privileges  and  duties of the  retiring
Administrative Agent, and the retiring  Administrative Agent shall be discharged
from its duties and  obligations  hereunder.  After any retiring  Administrative
Agent's  resignation  hereunder as Administrative  Agent, the provisions of this
Section 11 shall  continue  in effect for its  benefit in respect of any actions
taken or  omitted  to be taken by it while it was  acting as the  Administrative
Agent.

     11.14.  Syndication Agent and  Co-Documentation  Agents.  None of the Banks
identified in this Agreement as Syndication  Agent or a  Co-Documentation  Agent
shall have any right, power, obligation, liability, responsibility or duty under
this  Agreement  other  than  those  applicable  to all  Banks as such.  Without
limiting  the  foregoing,  none of such Banks  shall have or be deemed to have a
fiduciary   relationship  with  any  Bank.  Each  Bank  hereby  makes  the  same
acknowledgements  with  respect to the  applicable  Banks in their  capacity  as
Syndication  Agent and  Co-Documentation  Agent as it makes with  respect to the
Administrative Agent in this Agreement.

                                  12. SETOFF.

     If the  Company  becomes  insolvent,  however  evidenced,  or any  Event of
Default  occurs,  the Company  agrees to  recognize,  honor and comply with each
Bank's right of setoff under any applicable law and each Bank with a Loan agrees
that any assets  available  to such Bank for setoff shall be shared with all the
Banks  with an  outstanding  Loan so that each such Bank  receives  for offset a
share of such assets equal to the proportion  that such Bank's Loans bear to the
sum of all the then outstanding Loans.

                                  13. NOTICES.

     13.1.  Giving  Notice.  Any  notice  (except  Borrowing  Notices  and  Rate
Selection  Notices)  required or permitted to be given under this  Agreement may
be, and shall be deemed, given when deposited in the United States mail, postage
prepaid,  or by overnight  delivery service,  telegraph,  telecopy or telex when
delivered  to  the  appropriate  office  for  transmission,   charges,  prepaid,
addressed   to  the   addresses   indicated   in  each   Bank's   Administrative
Questionnaire,  other than for each of the Company and the Administrative Agent,
whose notice  information  appears on its signature page to this Agreement.  The
Company  and the Banks may each change the address for service of notice upon it
by a notice in writing to the others.

                               14. 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 Administrative  Agent and the Company
on one  counterpart  and each Bank shall have signed a counterpart  and notified
the Administrative Agent by telex,  telecopy or telephone that it has taken such
action.

               The remainder of this page is intentionally blank.



<PAGE>


         IN WITNESS WHEREOF, the Company, the Banks, the Syndication Agent, and
the Administrative Agent have executed this Agreement as of the date first above
written.


                                        CONAGRA FOODS, INC.,
                                         as the Company


                                        By:  /s/ Scott E. Messel
                                        Name: Scott E. Messel
                                        Title: Senior Vice President, Treasurer
                                               and Assistant Corporate Secretary

                                        Address:
                                        One ConAgra Drive
                                        Omaha, Nebraska 68102

                                        Attention: Scott E. Messel
                                        Telephone No.: (402) 595-4063
                                        Facsimile No.:  (405) 595-4438



<PAGE>


                                         JPMORGAN CHASE BANK, N.A.,
                                         as Administrative Agent and as a Bank


                                         By:  /s/ Stephanie Parker
                                         Name: Stephanie Parker
                                         Title:   Vice President

                                         Address:
                                         270 Park Avenue
                                         New York, New York 10017

                                         Attention: Pamela Lambiase
                                         Telephone No.: (212) 270-4105
                                         Facsimile No.: (212) 270-0998



<PAGE>


                                          BANK OF AMERICA, N.A.,
                                          as Syndication Agent and as a Bank


                                          By:  /s/ David Catherall
                                          Name:  David Catherall
                                          Title: Vice President

                                          Address:   231 South LaSalle Street
                                                     Chicago, Illinois 60604
                                          Attention: David Catherall
                                          Telephone No.: 312-828-7169
                                          Facsimile No.: 415-503-5026



<PAGE>


                                           CITIBANK, N.A.,
                                           as Co-Documentation Agent and as a
                                           Bank


                                           By:  /s/ Andrew Kreeger
                                           Name: Andrew Kreeger
                                           Title:   Vice President

                                           Address: 388 Greenwich Street
                                                    23rd Floor
                                                    New York, NY 10013

                                           Attention:
                                           Telephone No.: 212-816-5551
                                           Facsimile No.: 646-662-1064



<PAGE>


                                            BNP PARIBAS,
                                            as Co-Documentation Agent and as a
                                            Bank


                                            By:  /s/ Tom Ambrose
                                            Name: Tom Ambrose
                                            Title:   Director

                                            By:  /s/ Gaye Plunkett
                                            Name: Gaye Plunkett
                                            Title:   Vice President

                                            Address:
                                            209 South LaSalle Street, Suite 500
                                            Chicago, IL 60604

                                             Attention: Tom Ambrose
                                             Telephone No.: 312-977-2221
                                             Facsimile No.: 312-977-1380



<PAGE>


                                              MERRILL LYNCH BANK USA,
                                              as Co-Documentation Agent and as
                                              a Bank


                                               By:  /s/ Louis Alder
                                               Name: Louis Alder
                                               Title:   Director

                                               Address: 15 West South Temple
                                                        Suite 300
                                                        Salt Lake City, UT 84101

                                               Attention: David Millett
                                               Telephone No.: (801) 526-8312
                                               Facsimile No.: (801) 933-8641



<PAGE>


                                                ABN AMRO BANK N.V.,
                                                as a Bank


                                                By:  /s/ Terrence Ward
                                                Name: Terrence Ward
                                                Title:   Managing Director


                                                By:  /s/ Pradeep Bhatia
                                                Name: Pradeep Bhatia
                                                Title:   Vice President


                                                Address:540 W Madison Suite 2711
                                                Chicago, Ill, 60661


                                                Attention: Luciana Passos
                                                Telephone No.: 312 904 2267
                                                Facsimile No.: 312 992 1727



<PAGE>


                                             THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                             CHICAGO BRANCH, as a Bank


                                             By:  /s/ Tsuguyuki Umene
                                             Name: Tsuguyuki Umene
                                             Title:   Deputy General Manager

                                             Address: 227 West Monroe Street
                                                      Suite 2300
                                                      Chicago, Illinois 60606

                                             Attention: Wayne Yamanaka
                                             Telephone No.: (312) 696-4664
                                             Facsimile No.: (312) 696-4535



<PAGE>


                                              COBANK, ACB,
                                              as a Bank


                                              By:  /s/ S. Richard Dill
                                              Name: S. Richard Dill
                                              Title:   Vice President

                                              Address: 5500 South Quebec Street
                                                     Greenwood Village, CO 80111


                                              Attention:
                                              Telephone No.: 303-740-4197
                                              Facsimile No.: 303-796-1462




<PAGE>


                                            COOPERATIEVE CENTRALE
                                            RAIFFEISEN-BOERENLEENBANK B.A.,
                                            "Rabobank International", New
                                            York Branch, as a Bank


                                            By:  /s/ Robert K. Hughes
                                            Name: Robert K. Hughes
                                            Title:   Vice President

                                            Address: 13355 Noel Road, Suite 1000
                                                     Dallas, TX 75240-6645


                                            Attention: Robert K. Hughes
                                            Telephone No.: 972-419-5276
                                            Facsimile No.: 972-419-6315



                                                 By:  /s/ Rebecca Morrow
                                                 Name: Rebecca Morrow
                                                 Title:   Executive Director

                                                 Address: 245 Park Avenue
                                                          New York, NY 10167


                                                 Attention: Legal Department
                                                 Telephone No.: 212-916-3773
                                                 Facsimile No.: 212-916-7880




<PAGE>


                                                 THE ROYAL BANK OF SCOTLAND plc,
                                                 as a Bank


                                                 By:  /s/ Michaela V. Galluzo
                                                 Name: Michaela V. Galluzo
                                                 Title:   Vice President

                                                 Address:
                                                 101 Park Avenue, 6th Floor
                                                 New York, NY 10178

                                                 Attention: Mica Galluzzo
                                                 Telephone No.: 212-401-3549
                                                 Facsimile No.: 212-401-3456



<PAGE>


                                                 BARCLAYS BANK PLC,
                                                 as a Bank


                                                 By:  /s/ Nicholas Bell
                                                 Name: Nicholas Bell
                                                 Title:   Director

                                                 Address: 200 Park Avenue
                                                          4th Floor
                                                          New York
                                                          NY 10128
                                                 Attention: Nicholas Bell
                                                 Telephone No.: 212-412-4029
                                                 Facsimile No.: 212-412-7600



<PAGE>


                                              LEHMAN BROTHERS COMMERCIAL BANK,
                                              as a Bank


                                              By:  /s/ George Janes
                                              Name: George Janes
                                              Title:   Chief Credit Officer

                                              Address:
                                              Lehmans Brothers Commercial Bank
                                              C/O Nancy Wong
                                              745 7th Avenue, 16th Floor
                                              New York, NY 10019

                                              Attention: Nancy Wong
                                              Telephone No.: (212) 526-0568
                                              Facsimile No.: (646) 758-5000




<PAGE>


                                               MORGAN STANLEY BANK,
                                               as a Bank


                                               By:  /s/ Daniel Twenge
                                               Name: Daniel Twenge
                                               Title:   Vice President

                                               Address:
                                               1585 Broadway, 2nd Floor
                                               New York, NY 10036

                                               Attention: Daniel Twenge
                                               Telephone No.: (212) 761-2225
                                               Facsimile No.: (212) 761-3932




<PAGE>


                                               SUNTRUST BANK,
                                               as a Bank


                                               By:  /s/ Mike Lapresi
                                               Name: Mike Lapresi
                                               Title:   Managing Director

                                               Address: 303 Peachtree Street, NE
                                                        MC GA-Atlanta-1922
                                                        3rd Floor
                                                        Atlanta, GA 30308

                                               Attention: Mike Lapresi
                                               Telephone No.: 404-588-8768
                                               Facsimile No.: 404-575-2693




<PAGE>


                                               U.S. BANK NATIONAL ASSOCIATION,
                                               as a Bank


                                               By:  /s/ Karen Nelsen
                                               Name: Karen Nelsen
                                               Title:   Vice President

                                               Address: 1700 Farnam Street
                                                        OM-NE-T2CB
                                                        Omaha, NE 68102

                                               Attention: Karen Nelsen
                                               Telephone No.: 402-348-6581
                                               Facsimile No.: 402-348-6841




<PAGE>


                                               WELLS FARGO BANK, NATIONAL
                                               ASSOCIATION, as a Bank


                                               By:  /s/ Zach Johnson
                                               Name: Zach Johnson
                                               Title:  Senior Vice President

                                               Address:
                                                 1445 Ross Ave. 23rd Floor
                                                 Suite 2300
                                                 Dallas, Texas 75202

                                               Attention: Zach Johnson
                                               Telephone No.: (214) 661-1225
                                               Facsimile No.: (214) 969-0371



<PAGE>


                                               WACHOVIA BANK, NATIONAL
                                               ASSOCIATION, as a Bank


                                               By:  /s/ Thomas M. Harper
                                               Name: Thomas M. Harper
                                               Title:   Managing Director

                                               Address: One South Broad St
                                                        PA 4843
                                                        Philadelphia, PA 19107

                                               Attention: Tom Harper
                                               Telephone No.: (267) 321-6616
                                               Facsimile No.: (267) 321-6700



<PAGE>


                                               UBS LOAN FINANCE LLC,
                                               as a Bank


                                               By:  /s/  Joselin Fernandes
                                               Name: Joselin Fernandes
                                               Title:   Associate Director

                                               By:  /s/ Irja R. Otsa
                                               Name: Irja R. Otsa
                                               Title:   Associate Director

                                               Address: 677 Washington Blvd.
                                                        Stamford, CT 06901


                                               Attention: Safraz Hassan
                                               Telephone No.: 203 719 3143
                                               Facsimile No.: 203 719 3888



<PAGE>


                                                BANCA INTESA,
                                                as a Bank


                                                By:  /s/ Frank Maffei
                                                Name: Frank Maffei
                                                Title:   Vice President

                                                By:  /s/ Anthony F. Giobbi
                                                Name: Anthony F. Giobbi
                                                Title: First Vice President

                                                Address: One William Street
                                                         New York, NY 10004


                                                Attention: John J. Michalisin
                                                Telephone No.: 212 607 3918
                                                Facsimile No.: 212 809 9780




<PAGE>


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


                                                By:  /s/  Filippo Cattaneo
                                                Name: Filippo Cattaneo
                                                Title:   Relationship Manager

                                                By:  /s/ Francesco Di Mario
                                                Name: Francesco Di Mario
                                                Title:   Senior Manager

                                                Address: 51 West 52nd Street
                                                         36th Floor
                                                         New York NY 10019

                                                Attention:Mr. Francesco Di Mario
                                                Telephone No.: (212) 314-0239
                                                Facsimile No.: (212) 765-2978




<PAGE>


                                                 THE BANK OF NOVA SCOTIA,
                                                 as a Bank


                                                 By:  /s/ N. Bell
                                                 Name: N. Bell
                                                 Title:   Sr. Manager

                                                 Address:600 Peachtree St., NE
                                                         Suite 2700
                                                         Atlanta, GA 30308



                                                 Attention: George Wong
                                                 Telephone No.: 404-877-1556
                                                 Facsimile No.: 404-888-8998



<PAGE>


                                           BANCO BILBAO VIZCAYA ARGENTARIA S.A.,
                                           as a Bank


                                           By:  /s/ Giampaolo Consigliere
                                           Name: Giampaolo Consigliere
                                           Title:   Vice President

                                           By:  /s/ Maria Vizan
                                           Name: Maria Vizan
                                           Title: Assistant Vice President

                                           Address:

                                           Attention:
                                           Telephone No.:
                                           Facsimile No.:



<PAGE>


                                                 MIZUHO CORPORATE BANK, LTD.,
                                                 as a Bank


                                                 By:  /s/ Robert Gallagher
                                                 Name: Robert Gallagher
                                                 Title:   Senior Vice President

                                                 Address:
                                                 1251 Avenue of the Americas
                                                 New York, New York 10020

                                                 Attention: Robert Haviken
                                                 Telephone No.: (212) 282-4954
                                                 Facsimile No.: (212) 282-4488




<PAGE>


                                                 SOCIETE GENERALE,
                                                 as a Bank


                                                 By:  /s/ Kimberly A. Metzger
                                                 Name: Kimberly A. Metzger
                                                 Title:   Vice President

                                                 Address:181 West Madison Street
                                                         Suite 3400
                                                         Chicago, IL 60602

                                                 Attention: Kimberly A. Metzger
                                                 Telephone No.: 312-578-5123
                                                 Facsimile No.: 312-578-5099




<PAGE>


                                            STATE STREET BANK AND TRUST COMPANY,
                                            as a Bank


                                            By:  /s/ Mary Carey
                                            Name: M. Carey
                                            Title:   Vice President

                                            Address: 225 Franklin St.
                                                     Boston, MA



<PAGE>


                                                 TORONTO DOMINION (TEXAS) LLC
                                                 as a Bank


                                                 By:  /s/ Jackie Barrett
                                                 Name: Jackie Barrett
                                                 Title:   Authorized Signatory

                                                 Address:
                                                 Toronto Dominion (Texas) LLC
                                                 C/O TD Securities Inc.
                                                 77 King St W
                                                 RTT18
                                                 Toronto, ON M5K1AZ

                                                 Attention: Hugh Roy Enniss
                                                 Telephone No.: 416-307-0497
                                                 Facsimile No. 416-983-1708