<PAGE>   1
                                 EXHIBIT 10.30

                                   AGREEMENT


     THIS AGREEMENT (the "Agreement"), dated as of September 30, 1996, is made
by and among RALCORP HOLDINGS, INC., a Missouri corporation (the "Borrower"),
THE PERSONS IDENTIFIED AS A "LENDER" ON THE SIGNATURE PAGES HERETO (the
"Lenders") and NATIONSBANK, N.A., as agent for the Lenders (in such capacity,
the "Agent").

                              W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of March 12, 1996, as
amended or waived from time to time thereafter (as previously amended or
waived, the "5-Year Credit Agreement") among the Borrower, the Lenders and the
Agent, the Lenders have made available a $175,000,000 5-year revolving credit
facility to the Borrower;

     WHEREAS, pursuant to a Credit Agreement dated as of March 12, 1996, as
amended or waived from time to time thereafter (as previously amended or
waived, the "364-Day Credit Agreement", and, together with the 5-Year Credit
Agreement, the "Credit Agreements") among the Borrower, the Lenders and the
Agent, the Lenders have made available a $100,000,000 364-day revolving credit
facility to the Borrower; and

     WHEREAS, the parties hereto have agreed to enter into this Agreement in
order to evidence certain agreements of the parties with respect to the Credit
Agreements as set forth herein;

     NOW, THEREFORE, in consideration of the agreements herein contained, the
parties hereby agree as follows:


                                     PART I
                                  DEFINITIONS

           SUBPART 1.1.  Certain Definitions.  Unless otherwise defined herein
      or the context otherwise requires, the following term used in this
      Agreement has the following meaning:

           "Effective Date" is defined in Subpart 4.1.




<PAGE>   2
           SUBPART 1.2.  Other Definitions.  Unless otherwise defined herein or
      the context otherwise requires, terms used in this Agreement, including 
      its preamble and recitals, have the meanings provided in the Credit 
      Agreements.







                                    - 2 -


<PAGE>   3


                                    PART II
                            5-YEAR CREDIT AGREEMENT

     Effective on (and subject to the occurrence of) the Effective Date, the
parties hereto hereby agree as follows with respect to the 5-Year Credit
Agreement:

           SUBPART 2.1.  Amendments to Section 1.01.

           (a) The definition of "Commitment" set forth in Section 1.01 of the
      5-Year Credit Agreement is hereby amended in its entirety to read as
      follows:

                 "Commitment" shall mean, (i) with respect to each Lender, the
            commitment of such Lender (A) to make Revolving Loans in an
            aggregate principal amount at any time outstanding of up to such
            Lender's Commitment Percentage multiplied by the Revolving
            Committed Amount (as such Revolving Committed Amount may be reduced
            or increased from time to time pursuant to Section 2.04) and (B) to
            purchase participation interests in the Swingline Loans in
            accordance with the provisions of Section 2.03(b)(iii), and (ii)
            with respect to the Swingline Lender, the commitment of the
            Swingline Lender to make Swingline Loans in an aggregate principal
            amount at any time outstanding of up to the Swingline Committed
            Amount.

           (b) The definition of "Interest Period" set forth in Section 1.01 of
      the 5-Year Credit Agreement is hereby amended in its entirety to read as
      follows:

                 "Interest Period" shall mean (i) as to any Eurodollar Loan, a
            period of one (1) week or a period of one, two, three or six
            months' duration, as the Borrower may elect, commencing in each
            case on the date of the borrowing (including conversions,
            extensions and renewals), (ii) as to any Fixed Rate Loan, a period
            commencing in each case on the date of the borrowing and ending on
            the date specified in the applicable Competitive Bid whereby the
            offer to make such Fixed Rate Loan was extended (such ending date
            in any event to be not less than 15 nor more than 180 days from the
            date of borrowing) and (iii) as to any Quoted Rate Swingline Loan,
            a period commencing in each case on the 



                                    - 3 -


<PAGE>   4

            date of the borrowing and ending on the date agreed to by the
            Borrower and the Swingline Lender in accordance with the provisions
            of Section 2.03(b)(i) (such ending date in any event to be not more
            than 7 Business Days from the date of borrowing); provided,
            however, (A) if any Interest Period would end on a day which is not
            a Business Day, such Interest Period shall be extended to the next
            succeeding Business Day (except that where the next succeeding
            Business Day falls in the next succeeding calendar month, then on
            the next preceding Business Day), (B) no Interest Period shall
            extend beyond the Maturity Date, (C) in the case of Eurodollar
            Loans made, extended or converted during the Term Loan Amortization
            Period, no Interest Period shall extend beyond any principal
            amortization payment date unless the portion of the Term Loans
            comprised of Base Rate Loans, together with the portion of the Term
            Loans comprised of Eurodollar Loans with Interest Periods expiring
            prior to the date such principal amortization payment is due, is at
            least equal to the amount of such principal amortization payment
            due on such date and (D) in the case of Eurodollar Loans (other
            than any Eurodollar Loans having a one (1) week Interest Period),
            where an Interest Period begins on a day for which there is no
            numerically corresponding day in the calendar month in which the
            Interest Period is to end, such Interest Period shall, subject to
            clause (A) above, end on the last Business Day of such calendar
            month.

           (c) The definition of "Loan" set forth in Section 1.01 of the 5-Year
      Credit Agreement is hereby amended in its entirety to read as follows:

                 "Loan" or "Loans" shall mean the Revolving Loans (or any
            Revolving Loan bearing interest at the Base Rate or the Adjusted
            Eurodollar Rate and referred to as a Base Rate Loan or a Eurodollar
            Loan), the Competitive Loans, the Swingline Loans, and/or the Term
            Loans (or any Term Loan bearing interest at the Base Rate or the
            Adjusted Eurodollar Rate and referred to as a Base Rate Loan or a
            Eurodollar Loan), individually or collectively, as appropriate.



                                    - 4 -

<PAGE>   5

           (d) The definition of "Unused Revolving Committed Amount" set forth
      in Section 1.01 of the 5-Year Credit Agreement is hereby amended in its
      entirety to read as follows:

                 "Unused Revolving Committed Amount" shall mean, for any
            period, (i) at all times prior to the first to occur of a
            Commitment Increase Event and the Ralston Resorts Disposition, the
            amount by which (A) the sum of (1) the then applicable Revolving
            Committed Amount plus (2) $140,000,000 exceeds (B) the daily
            average sum for such period of (1) the outstanding aggregate
            principal amount of all Loans other than Swingline Loans and
            Competitive Loans and (2) 50% of the outstanding aggregate
            principal amount of all Swingline Loans and (ii) at all times
            thereafter, the amount by which (A) the then applicable Revolving
            Committed Amount exceeds (B) the daily average sum for such period
            of (1) the outstanding aggregate principal amount of all Loans
            other than Swingline Loans and Competitive Loans and (2) 50% of the
            outstanding aggregate principal amount of all Swingline Loans.

           (e) The following additional definitions are hereby added to Section
      1.01 in appropriate alphabetical order:

                 A "Commitment Increase Event" shall be deemed to occur if the
            Ralston Resorts Disposition shall not have occurred by January 28,
            1997.

                 "Ralston Resorts" shall mean Ralston Resorts, Inc., a Colorado
            corporation wholly-owned by the Borrower.

                 "Ralston Resorts Credit Agreement" shall mean that certain
            Credit Agreement dated as of September 30, 1996, as amended from
            time to time, among Ralston Resorts, the lenders party thereto and
            NationsBank, N.A. as agent for such lenders.

                 "Ralston Resorts Disposition" shall mean the occurrence of
            both of (i) the sale by the Borrower of all of the capital stock of
            Ralston Resorts and (ii) the receipt by the Agent of evidence
            satisfactory to it that (a) all of the obligations of Ralston
            Resorts 

                                    - 5 -



<PAGE>   6

            under the Ralston Resorts Credit Agreement shall have been
            satisfied in full and (b) the Commitments under and as defined in
            the Ralston Resorts Credit Agreement shall have been terminated.

                 "Term Loans" shall have the meaning assigned to such term in
            Section 2.01(e).

                 "Term Loan Amortization Date" shall have the meaning assigned
            to such term in Section 2.01(e).

                 "Term Loan Termination Date" shall have the meaning assigned
            to such term in Section 2.01(e).

           SUBPART 2.2.  Amendments to Section 2.01.  Section 2.01 of the
      5-Year Credit Agreement is hereby amended in the following respects:

           (a) Subsection (a) of Section 2.01 of the 5-Year Credit Agreement is
      hereby amended in its entirety to read as follows:

                 (a) Revolving Commitment.  Subject to and upon the terms and
            conditions and relying upon the representations and warranties
            herein set forth, each Lender agrees, severally and not jointly, at
            any time and from time to time from the Closing Date until the
            Maturity Date, to make revolving credit loans (each a "Revolving
            Loan" and, collectively, "Revolving Loans") to the Borrower for the
            purposes set forth in Section 7.10; provided, however, (i) with
            regard to each Lender individually, such Lender's pro rata share of
            outstanding Revolving Loans shall not exceed such Lender's
            Commitment Percentage of the Revolving Committed Amount, (ii) with
            regard to the Lenders collectively, the aggregate amount of
            Revolving Loans outstanding shall not exceed ONE HUNDRED
            THIRTY-FIVE MILLION DOLLARS ($135,000,000), as such maximum amount
            may be reduced or increased from time to time as provided in
            Section 2.04 or as otherwise provided herein (such amount, as so
            reduced or increased from time to time, the "Revolving Committed
            Amount"), and (iii) in addition to the limitations set forth in the
            preceding subparagraphs (i) and (ii), in no event shall the sum of
            Revolving Loans outstanding plus Competitive 


                                    - 6 -

<PAGE>   7

            Loans outstanding exceed the Revolving Committed Amount.  Revolving 
            Loans hereunder may consist of Base Rate Loans or Eurodollar Loans
            (or a combination thereof) as the Borrower may request, and may be
            repaid and reborrowed in accordance with the provisions hereof.

           (b) The following new subsection (e) is added to Section 2.01 of the
      5-Year Credit Agreement immediately succeeding existing subsection (d)
      thereof:

                 (e) Amortization of Certain Loans.

                 (i) The principal balance of the Revolving Loans, Competitive
            Loans and Swingline Loans, if any, in excess of $175,000,000
            outstanding as of the date of reduction of the Revolving Committed
            Amount required pursuant to the terms of Section 2.04(a)(ii) shall
            be payable in sixteen (16) equal consecutive quarterly
            installments on the last day of each March, June, September and
            December commencing with the first of such dates to occur after the
            date of such reduction of the Revolving Committed Amount (each such
            date referred to herein as a "Term Loan Amortization Date" and the
            last such date referred to herein as the "Term Loan Termination
            Date").  Revolving Loans, Competitive Loans and/or Swingline Loans
            remaining outstanding after the date of the reduction of the
            Revolving Committed Amount required pursuant to the terms of
            Section 2.04(a)(ii) shall be referred to collectively as the "Term
            Loans".  The Term Loans may be comprised of Base Rate Loans and
            Eurodollar Loans as the Borrower may elect in accordance with the
            provisions hereof, and amounts repaid or prepaid on the Term Loans
            may not be reborrowed.

                 (ii) It is the intention of the parties hereto that the Term
            Loans bear interest on the same terms as apply to Revolving Loans
            prior to the Maturity Date.

           SUBPART 2.3.  Amendments to Section 2.04.  Section 2.04 of the
      5-Year Credit Agreement is hereby amended in its entirety to read as
      follows:




                                    - 7 -
<PAGE>   8

                 SECTION 2.04.  Termination and Reduction of Commitments;
            Commitment Increase Event.

                 (a) Termination and Reduction.

                 (i) The Borrower may from time to time permanently reduce or
            terminate the aggregate Revolving Committed Amount in whole or in
            part (in minimum aggregate amounts of the lesser of $5,000,000 or
            the full remaining amount of the Revolving Committed Amount) upon
            three Business Days' prior written notice to the Agent; provided,
            however, no such termination or reduction shall be made which would
            reduce the Revolving Committed Amount to an amount less than the
            sum of Revolving Loans outstanding plus Competitive Loans
            outstanding.  The Agent shall promptly notify each of the Lenders
            of receipt by the Agent of any notice from the Borrower pursuant to
            this Section 2.04(a)(i).

                 (ii)  If the Commitment Increase Event shall occur pursuant to
            the terms of Section 2.04(b), then the Revolving Committed Amount
            shall automatically be permanently reduced to $175,000,000 on March
            11, 1997.


                 (iii)  The Commitments of the Lenders to make, extend or
            convert Revolving Loans shall automatically terminate on the
            Maturity Date.

                 (b) Commitment Increase Event.  Upon the occurrence of the
            Commitment Increase Event and receipt by the Agent of evidence
            satisfactory to it that (i) all of the obligations of Ralston
            Resorts under the Ralston Resorts Credit Agreement have been
            satisfied in full and (ii) the Commitments under and as defined in
            the Ralston Resorts Credit Agreement have been terminated, the
            Revolving Committed Amount automatically shall be increased by
            $140,000,000

           SUBPART 2.4.  Amendments to Section 3.02.  Section 3.02 of the
      5-Year Credit Agreement is hereby amended in its entirety to read as
      follows:

                  SECTION 3.02.  Prepayments.



                                    - 8 -


<PAGE>   9

                 (a) Revolving Loans.  The Borrower shall have the right to
            prepay Revolving Loans in whole or in part from time to time
            without premium or penalty; provided, however, that (A) each such
            partial prepayment shall be a minimum principal amount of
            $5,000,000 or an integral multiple of $1,000,000 in excess thereof
            and (B) no Eurodollar Loan may be prepaid prior to the last day of
            the Interest Period applicable thereto unless accompanied by
            payment of amounts specified in Section 3.07.  Amounts prepaid on
            the Revolving Loans may be reborrowed in accordance with the
            provisions hereof.

                 (b) Competitive Loans.  Competitive Loans may not be prepaid
            unless accompanied by payment of amounts specified in Section 3.07.

                 (c) Swingline Loans.  The Borrower shall have the right to
            prepay Swingline Loans which are Base Rate Loans in whole or in
            part from time to time without premium or penalty; provided,
            however, that (A) each such partial prepayment shall be a minimum
            principal amount of $100,000 or an integral multiple of $100,000 in
            excess thereof.  Swingline Loans which are Quoted Rate Swingline
            Loans may not be prepaid unless accompanied by payment of amounts
            specified in Section 3.07.  Amounts prepaid on the Swingline Loans
            may be reborrowed in accordance with the provisions hereof.

                 (d) Term Loans.  The Borrower shall have the right to prepay
            Term Loans in whole or in part from time to time without
            premium or penalty; provided, however, that (A) each such partial
            prepayment shall be a minimum principal amount of $5,000,000 or an
            integral multiple of $1,000,000 in excess thereof and (B) no
            Eurodollar Loan may be prepaid prior to the last day of the
            Interest Period applicable thereto unless accompanied by payment of
            amounts specified in Section 3.07. Amounts prepaid on the Term
            Loans may not be reborrowed.

                 (d) Application.  Amounts prepaid hereunder shall be applied
            to the Revolving Loans, the Competitive Loans, the Swingline Loans,
            and the Term Loans as the Borrower may elect, provided that, if the
            Borrower shall fail to specify its application, prepayments 




                                    - 9 -

<PAGE>   10

            shall be applied first to Swingline Loans (and with respect to Base 
            Rate Loans and Quoted Rate Swingline Loans comprising such Loans, 
            first to Base Rate Loans and then to Quoted Rate Swingline Loans in
            direct order of Interest Period maturities), second to Revolving
            Loans (and with respect to Base Rate Loans and Eurodollar Loans
            comprising such Loans, first to Base Rate Loans and then to
            Eurodollar Loans in direct order of Interest Period maturities),
            third to the Competitive Loans (in direct order of Interest Period
            maturities), and fourth, during the Term Loan Amortization Period
            to the Term Loans, ratably to the remaining principal installments
            of the Term Loans (and with respect to Base Rate Loans and
            Eurodollar Loans comprising such Loans, first to Base Rate Loans
            and then to Eurodollar Loans in direct order of Interest Period
            maturities).

                 (e) General.  All prepayments of Loans shall be subject to
            Section 3.07 but otherwise without premium or penalty and shall be
            accompanied by accrued interest on the principal amount being
            prepaid to the date of prepayment and all other amounts due and
            payable hereunder with respect to such Loans.

           SUBPART 2.5.  Amendments to Section 4.02.  The first sentence of
      Section 4.02 of the 5-Year Credit Agreement is hereby amended in its
      entirety to read as follows:

                 SECTION 4.02.  Pro Rata Treatment.  Except to the extent
            otherwise provided herein, each Revolving Loan and Term Loan, each
            payment or prepayment of principal of any Revolving Loan or Term
            Loan, each payment of interest on the Revolving Loans or Term
            Loans, each payment of Unused Fees, each reduction and increase of
            the Revolving Committed Amount and each conversion or extension of
            any Revolving Loan or Term Loan, shall be allocated pro rata among
            the Lenders in accordance with their respective Commitment
            Percentages.

           SUBPART 2.6.  Amendments to Section 5.02.  Subsection (a) of Section
      5.02 of the 5-Year Credit Agreement is hereby amended in its entirety to
      read as follows:






                                   - 10 -

<PAGE>   11

           SECTION 5.02.  Each Loan.  The obligation of each Lender to make,
      convert or extend any Loan (including the obligation of the Swingline
      Lender to make any Swingline Loan) is subject to satisfaction of the
      following conditions in addition to satisfaction on the Closing Date of
      the conditions set forth in Section 5.01:

                 (a)  (i) In the case of any Revolving Loan, the Agent shall
            have received an appropriate Notice of Borrowing or Notice of
            Extension/Conversion; (ii) in the case of any Competitive Loan, the
            applicable Competitive Loan Lender shall have received an
            appropriate notice of acceptance of its related Competitive Bid;
            (iii) in the case of any Swingline Loan, the Swingline Lender shall
            have received an appropriate notice of borrowing in accordance with
            the provisions of Section 2.03(b)(i); and (iv) in the case of any
            Term Loan, the Agent shall have received notice pursuant to the
            terms of Section 2.01(e)(i);

           SUBPART 2.7.  Amendments to Section 8.01. The word "and" at the end
      of existing subsection (e) of Section 8.01 of the 5-Year Credit Agreement
      is hereby deleted, the "." at the end of existing subsection (f) of
      Section 8.01 of the 5-Year Credit Agreement is hereby deleted and a ";"
      and the word "and" are hereby substituted therefor, and the following new
      subsection (g) is hereby added to Section 8.01 of the 5-Year Credit
      Agreement immediately succeeding such subsection (f):

                 SECTION 8.01.  Funded Indebtedness.  The Borrower will not,
            nor will it permit any of its Subsidiaries to, contract, create,
            incur, assume or permit to exist any Funded Indebtedness, except:

                                   **********

                 (g) (i) indebtedness of Ralston Resorts arising under that
            certain Credit Agreement dated as of September 30, 1996 among
            Ralston Resorts, the lenders party thereto and NationsBank, N.A., 
            as Agent for such lenders; and



                                   - 11 -

<PAGE>   12

                 (ii) Guaranty Obligations of the Borrower in respect of the
            indebtedness referred to in subsection (g)(i) above.


                                    PART III
                            364-DAY CREDIT AGREEMENT

           SUBPART 3.1.  Termination of 364-Day Credit Agreement.  Effective on
      (and subject to the occurrence of) the Effective Date, the 364-Day Credit
      Agreement and the Commitments under and as defined therein automatically
      shall be terminated (notwithstanding any notice requirements pursuant to
      Section 2.04 of the 364-Day Credit Agreement, but subject to the terms of
      Section 11.11 of the 364-Day Credit Agreement).


                                    PART IV
                          CONDITIONS TO EFFECTIVENESS

           SUBPART 4.1.  Effective Date.  The agreements of the parties set
      forth in Part II and Part III of this Agreement shall be and become
      effective as of the date hereof (the "Effective Date") when all of the
      conditions set forth in this Part IV shall have been satisfied.

           SUBPART 4.1.1.  Execution of Counterparts of Agreement.  The Agent
      shall have received counterparts of this Agreement, which collectively
      shall have been duly executed on behalf of each of the Borrower and the
      Lenders.

           SUBPART 4.1.2.  Ralston Resorts Credit Documents.  The Credit
      Agreement dated as of September 30, 1996 among Ralston Resorts, Inc., the
      lenders party thereto and NationsBank, N.A., as agent for such lenders,
      shall have become effective in accordance with the terms of Section 10.03
      thereof and all conditions precedent set forth in Section 5.01 thereof
      shall have been satisfied.

           SUBPART 4.1.3.  Prepayments of Loans.  The Agent shall have
      received, on behalf of the Lenders, (i) payment of the outstanding
      Revolving Loans, Competitive Loans and/or Swingline Loans under the
      5-Year Credit Agreement to the extent necessary to reduce the aggregate
      outstanding 




                                   - 12 -


<PAGE>   13

      principal balance of such Loans to $135,000,000 (it being understood
      and agreed by the parties hereto that any notice requirement pursuant to
      the terms of the 5-Year Credit Agreement shall not be applicable in
      connection with such payment, but that such payment shall be subject to
      the terms of Section 3.07 of the 5-Year Credit Agreement) and (ii)
      payment of the principal of and accrued but unpaid interest on the
      outstanding Loans, and all accrued but unpaid Fees, under the 364-Day
      Credit Agreement (it being understood and agreed by the parties hereto
      that any notice requirement pursuant to the terms of the 364-Day Credit
      Agreement shall not be applicable in connection with such payment, but
      that such payment shall be subject to the terms of Section 3.07 of the
      364-Day Credit Agreement).

           SUBPART 4.1.4.  Other Documents.  The Agent shall have received such
      other documentation as the Agent may reasonably request in connection
      with the foregoing.


                                     PART V
                                 MISCELLANEOUS

           SUBPART 5.1.  Cross-References.  References in this Agreement to any
      Part or Subpart are, unless otherwise specified, to such Part or Subpart
      of this Agreement.

           SUBPART 5.2.  Instrument Pursuant to Credit Agreements.  This
      Agreement is a Credit Document executed pursuant to the Credit Agreements
      and shall (unless otherwise expressly indicated therein) be construed,
      administered and applied in accordance with the terms and provisions of
      the Credit Agreements.

           SUBPART 5.3.  References in Other Credit Documents.  At such time as
      this Agreement shall become effective pursuant to the terms of Subpart
      4.1, all references in the Credit Documents (as defined in the 5-Year
      Credit Agreement) to the Credit Agreement shall be deemed to refer to the
      5-Year Credit Agreement as amended by this Agreement.

           SUBPART 5.4.  Representations and Warranties.  The Borrower hereby
      represents and warrants that (i) the representations and warranties
      contained in Section 6 of the 5-Year Credit Agreement are correct on and
      as of the date 



                                   - 13 -


<PAGE>   14
      hereof as though made on and as of such date and after giving effect to
      the amendments contained herein and (ii) no Default or Event of Default
      exists under the 5-Year Credit Agreement on and as of the date hereof and
      after giving effect to the amendments contained herein.

           SUBPART 5.5.  Survival.  Except as expressly modified and amended in
      this Agreement, all of the terms and provisions and conditions of each of
      the Credit Agreements shall remain unchanged.

           SUBPART 5.6.  Counterparts.  This Agreement may be executed by the
      parties hereto in several counterparts, each of which shall be deemed to
      be an original and all of which shall constitute together but one and the
      same agreement.

           SUBPART 5.7.  Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A
      CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
      NORTH CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
      THEREOF.

           SUBPART 5.8.  Successors and Assigns.  This Agreement shall be
      binding upon and inure to the benefit of the parties hereto and their
      respective successors and assigns.






     [The remainder of this page has been left blank intentionally]







                                   - 14 -

<PAGE>   15

Each of the parties hereto has caused a counterpart of this Agreement to be
duly executed and delivered as of the date first above written.


BORROWER:                   RALCORP HOLDINGS, INC.
---------


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


LENDERS:                    NATIONSBANK, N.A.
---------


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


                            BANK OF AMERICA, NATIONAL TRUST
                            AND SAVINGS ASSOCIATION


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


                            THE BANK OF NEW YORK


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


                            THE BOATMEN'S NATIONAL BANK
                            OF ST. LOUIS


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


                            THE FIRST NATIONAL BANK OF CHICAGO

<PAGE>   16

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


                            THE CHASE MANHATTAN BANK, N.A.


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


                        [Signatures continued]


                            WACHOVIA BANK OF GEORGIA, N.A.


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


                            MERCANTILE BANK OF ST. LOUIS
                            NATIONAL ASSOCIATION


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


                            CREDIT SUISSE


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


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



AGENT:                      NATIONSBANK, N.A.
------


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