EXHIBIT 4(f)

                                                        [Conformed Copy]
     
     
     
     
     
     
     
     
                              $450,000,000
                                    
                                    
                                 3-YEAR
                            CREDIT AGREEMENT
                                    
                      Dated as of October 20, 1997
                                    
                                  Among
                                    
                          IES DIVERSIFIED INC.
                               as Borrower
                                    
                                   and
                                    
                         THE BANKS NAMED HEREIN
                                as Banks
                                    
                   FIRST CHICAGO CAPITAL MARKETS, INC.
                          as Syndication Agent
                                    
                                   and
                                    
                             CITIBANK, N.A.
                                as Agent
                                    
     

                          TABLE OF CONTENTS

     
Section                                                                   Page


ARTICLE I
  DEFINITIONS AND ACCOUNTING TERMS
  .......................................................................   2
  SECTION 1.01.  Certain Defined Terms.  ................................   2
  SECTION 1.02.  Computation of Time Periods  ...........................  21
  SECTION 1.03.  Computations of Outstandings  ..........................  21
  SECTION 1.04.  Accounting Terms  ......................................  21
     
ARTICLE II
  AMOUNTS AND TERMS OF THE ADVANCES
  .......................................................................  22
  SECTION 2.01.  The A Advances  ........................................  22
  SECTION 2.02.  Making the A Advances.  ................................  22
  SECTION 2.03.  The B Advances  ........................................  24
  SECTION 2.04.  Fees  ..................................................  28
  SECTION 2.05.  Reduction of the Commitments  ..........................  28
  SECTION 2.06.  Repayment of A Advances  ...............................  28
  SECTION 2.07.  Interest on A Advances  ................................  28
  SECTION 2.08.  Additional Interest on Eurodollar Rate Advances  .......  29
  SECTION 2.09.  Interest Rate Determination  ...........................  30
  SECTION 2.10.  Voluntary Conversion of A Advances  ....................  33
  SECTION 2.11.  Optional Prepayments of Advances  ......................  33
  SECTION 2.12.  Mandatory Prepayments  .................................  33
  SECTION 2.13.  Increased Costs  .......................................  34
  SECTION 2.14.  Illegality  ............................................  35
  SECTION 2.15.  Payments and Computations  .............................  36
  SECTION 2.16.  Taxes  .................................................  38
  SECTION 2.17.  Sharing of Payments, Etc.  .............................  40
  SECTION 2.18.  Extension of Termination Date  .........................  40
     
ARTICLE III
  CONDITIONS OF LENDING
  .......................................................................  41
  SECTION 3.01.  Conditions Precedent to Closing  .......................  41
  SECTION 3.02.  Conditions Precedent to Each A Borrowing  ..............  44
  SECTION 3.03.  Conditions Precedent to Each B Borrowing  ..............  45
  SECTION 3.04.  Reliance on Certificates  ..............................  46
     
ARTICLE IV
  REPRESENTATIONS AND WARRANTIES  .......................................  46
  SECTION 4.01.  Representations and Warranties of the Borrower  ........  46
     
ARTICLE V
  COVENANTS OF THE BORROWER  ............................................  49
  SECTION 5.01.  Affirmative Covenants  .................................  49
  SECTION 5.02.  Negative Covenants  ....................................  54
     
ARTICLE VI
  EVENTS OF DEFAULT  ....................................................  60
  SECTION 6.01.  Events of Default  .....................................  60
     
ARTICLE VII
  THE AGENT  ............................................................  63
  SECTION 7.01.  Authorization and Action  ..............................  63
  SECTION 7.02.  Agent's Reliance, Etc  .................................  64
  SECTION 7.03.  Citibank, N.A. and Affiliates  .........................  64
  SECTION 7.04.  Lender Credit Decision  ................................  65
  SECTION 7.05.  Indemnification  .......................................  65
  SECTION 7.06.  Successor Agent  .......................................  65
     
ARTICLE VIII
  MISCELLANEOUS  ........................................................  66
  SECTION 8.01.  Amendments, Etc  .......................................  66
  SECTION 8.02.  Notices, Etc  ..........................................  67
  SECTION 8.03.  No Waiver; Remedies  ...................................  67
  SECTION 8.04.  Costs, Expenses, Taxes and Indemnification  ............  67
  SECTION 8.05.  Right of Set-off  ......................................  69
  SECTION 8.06.  Binding Effect  ........................................  70
  SECTION 8.07.  Assignments and Participations  ........................  70
  SECTION 8.08.  Confidentiality  .......................................  74
  SECTION 8.09.  WAIVER OF JURY TRIAL  ..................................  75
  SECTION 8.10.  Consent  ...............................................  75
  SECTION 8.11.  Governing Law  .........................................  75
  SECTION 8.12.  Relation of the Parties; No Beneficiary  ...............  76
  SECTION 8.13.  Execution in Counterparts  .............................  76


                                 3-YEAR
                            CREDIT AGREEMENT
     
                      Dated as of October 20, 1997
     
     
          THIS 3-YEAR CREDIT AGREEMENT (this "Agreement") is made by and
     among:
     
          (i)  IES   DIVERSIFIED   INC.,   an  Iowa   corporation   (the
               "Borrower",   which   term   shall   include,   following
               consummation of the Merger referred to herein,  Heartland
               Development Corporation as successor by merger),  all  of
               whose  common  stock is owned on the date hereof  by  the
               Parent (as hereinafter defined),
     
         (ii)  the  banks  (the "Banks") listed on  the  signature
               pages  hereof  and  the  other  Lenders  (as  hereinafter
               defined) from time to time party hereto, and
     
        (iii)  CITIBANK, N.A., as agent (the "Agent") for  the
               Lenders hereunder.
     
                         PRELIMINARY STATEMENTS
     
           (1)   The Borrower, certain banks (the "Existing Banks")  and
     Citibank,  N.A., as agent for the Existing Banks,  are  parties  to
     that certain Third Amended and Restated Credit Agreement, dated  as
     of November 20, 1996 (the "Existing Facility").
     
           (2)   The  Borrower desires to replace the Existing  Facility
     with  the  revolving credit facilities created under this Agreement
     and the Other Credit Agreement referred to herein.
     
           (3)   The  Banks and the Agent are prepared to  provide  such
     facilities on the terms and conditions set forth herein,  including
     but  not  limited  to  the condition that the  Parent  provide  the
     Support Agreement described herein.
     
           NOW,  THEREFORE,  in consideration of the  premises  and  the
     mutual covenants herein contained, the parties hereto hereby  agree
     as follows:
     
                                ARTICLE I
                    DEFINITIONS AND ACCOUNTING TERMS
     
           SECTION  1.01.   Certain  Defined Terms.   As  used  in  this
     Agreement,  the  following terms shall have the following  meanings
     (such  meanings to be equally applicable to both the  singular  and
     plural forms of the terms defined):
     
                "A Advance" means an advance by a Lender to the Borrower
          as  part  of an A Borrowing and refers to an Adjusted CD  Rate
          Advance,  a  Base Rate Advance or a Eurodollar  Rate  Advance,
          each of which shall be a "Type" of A Advance.
     
                 "A   Borrowing"   means  a  borrowing   consisting   of
          simultaneous  A  Advances of the same Type,  having  the  same
          Interest Period and ratably made or Converted on the same  day
          by  each  of the Lenders pursuant to Section 2.02 or 2.10,  as
          the  case  may be.  All Advances of the same Type, having  the
          same  Interest Period and made or Converted on  the  same  day
          shall  be deemed a single Borrowing hereunder until repaid  or
          next Converted.
     
                "A Note" means a promissory note of the Borrower payable
          to  the  order  of any Lender, in substantially  the  form  of
          Exhibit  1.01A-1 hereto, evidencing the aggregate indebtedness
          of  the  Borrower to such Lender resulting from the A Advances
          made by such Lender.
     
                "Adjusted  CD Rate" means, for any Interest  Period  for
          each  Adjusted  CD Rate Advance made as part  of  the  same  A
          Borrowing, an interest rate per annum equal to the sum of:
     
                    (a)  the rate per annum obtained by dividing (i) the
               rate  of  interest  determined by the  Agent  to  be  the
               average (rounded upward to the nearest whole multiple  of
               1/100  of  1% per annum, if such average is  not  such  a
               multiple) of the consensus bid rate determined by each of
               the  Reference Banks for the bid rates per annum at  9:00
               a.m.  (New  York  City time) (or as  soon  thereafter  as
               practicable) on the first day of such Interest Period  of
               New  York  certificate of deposit dealers  of  recognized
               standing selected by such Reference Bank for the purchase
               at   face  value  of  certificates  of  deposit  of  such
               Reference Bank in an amount substantially equal  to  such
               Reference Bank's Adjusted CD Rate Advance made as part of
               such  A  Borrowing and maturing on the last day  of  such
               Interest Period, by (ii) a percentage equal to 100% minus
               the  Adjusted  CD  Rate  Reserve Percentage  (as  defined
               below) for such Interest Period, plus
     
                    (b)  the Assessment Rate (as defined below) for such
               Interest Period.
     
          The  "Adjusted  CD Rate Reserve Percentage" for  the  Interest
          Period  for each Adjusted CD Rate Advance comprising  part  of
          the  same  A Borrowing means the reserve percentage applicable
          on the first day of such Interest Period, as determined by the
          Agent, under regulations issued from time to time by the Board
          of  Governors of the Federal Reserve System (or any successor)
          for  determining  the maximum reserve requirement  (including,
          but  not  limited  to,  any emergency, supplemental  or  other
          marginal reserve requirement) for a member bank of the Federal
          Reserve  System in New York City with deposits  exceeding  one
          billion dollars with respect to liabilities consisting  of  or
          including  (among  other liabilities) U.S. dollar  nonpersonal
          time  deposits in the United States with a maturity  equal  to
          such  Interest Period.  The "Assessment Rate" for the Interest
          Period  for each Adjusted CD Rate Advance comprising  part  of
          the   same  A  Borrowing  means  the  annual  assessment  rate
          estimated  by  the  Agent on the first day  of  such  Interest
          Period  for  determining  the then current  annual  assessment
          payable   by  the  Agent  to  the  Federal  Deposit  Insurance
          Corporation  (or  any  successor)  for  insuring  U.S.  dollar
          deposits  of the Agent in the United States.  The Adjusted  CD
          Rate for the Interest Period for each Adjusted CD Rate Advance
          comprising part of the same A Borrowing shall be determined by
          the  Agent on the basis of applicable rates furnished  to  and
          received  by the Agent from the Reference Banks on  the  first
          day   of  such  Interest  Period,  subject,  however,  to  the
          provisions of Section 2.09.
     
               "Adjusted CD Rate Advance" means an A Advance which bears
          interest as provided in Section 2.07(b).
     
               "Advance" means an A Advance or a B Advance.
     
                "Affiliate" means, with respect to any Person, any other
          Person  directly or indirectly controlling (including but  not
          limited  to  all  directors  and  officers  of  such  Person),
          controlled by, or under direct or indirect common control with
          such  Person.   A  Person shall be deemed to  control  another
          entity  if such Person possesses, directly or indirectly,  the
          power  to direct or cause the direction of the management  and
          policies  of  such  entity, whether through the  ownership  of
          voting securities, by contract, or otherwise.
     
                "Alternate Base Rate" means a fluctuating interest  rate
          per  annum as shall be in effect from time to time which  rate
          per annum shall at all times be equal to the higher of:
     
                     (a)   the  rate of interest announced  publicly  by
               Citibank, N.A. in New York, New York, from time to  time,
               as Citibank, N.A.'s base rate; and
     
                     (b)  1/2 of one percent per annum above the Federal
               Funds Rate.
     
          Each  change  in  the Alternate Base Rate  shall  take  effect
          concurrently with any change in such base rate or the  Federal
          Funds Rate.
     
                "Applicable Lending Office" means, with respect to  each
          Lender, such Lender's Domestic Lending Office in the case of a
          Base Rate Advance, such Lender's CD Lending Office in the case
          of  an  Adjusted CD Rate Advance and such Lender's  Eurodollar
          Lending  Office in the case of a Eurodollar Rate Advance  and,
          in the case of a B Advance, the office of such Lender notified
          by  such Lender to the Agent as its Applicable Lending  Office
          with respect to such B Advance.
     
               "Applicable Margin" means, for a Eurodollar Rate Advance,
          an  Adjusted CD Rate Advance or Base Rate Advance, the  number
          of  basis points set forth below in the columns identified  as
          Level 1, Level 2, Level 3 or Level 4 below, opposite the  rate
          applicable to such Advance.
     
     
                          Level 1          Level 2     Level 3     Level 4
  S&P                     A- or better     BBB+        BBB         below BBB*
                          and              and         and         or
  Moody's                 A3 or better     Baa1        Baa2        below
                                                                   Baa2*

  Basis Points Per Annum
  Eurodollar Rate         25.0             25.0        30.0        70.0
  Adjusted CD Rate        37.5             37.5        42.5        82.5
  Base Rate Advance          0                0           0        50.0
     
                                                            * or unrated

          The   Applicable   Margin  will  be  based  upon   the   Level
          corresponding  to  the  Reference  Ratings  at  the  time   of
          determination.  Any change in the Applicable Margin  resulting
          from  a change in the Reference Ratings shall be effective  as
          of  the  Borrowing  date  following  the  date  on  which  the
          applicable  rating agency announces the applicable  change  in
          ratings.  If the Merger shall not have been consummated on  or
          before  December  31, 1997, the Applicable Margins  shown  for
          Level  2 shall apply to Level 1; those shown for Level 3 shall
          apply  to  Level 2 and those shown for Level 4 shall apply  to
          Level  3.   If  the  Merger  is  thereafter  consummated,  the
          Applicable  Margins  for the various Levels  shall  revert  to
          those   shown   above,  effective  from  the  date   of   such
          consummation.   Any change in the Applicable Margin  resulting
          from  the  application of either or both of the two  preceding
          sentences shall be effective immediately.
     
               "Applicable Rate" means:
     
                (i)   in the case of each Base Rate Advance, a rate  per
          annum equal at all times to the sum of the Alternate Base Rate
          in  effect  from  time to time plus the Applicable  Margin  in
          effect from time to time;
     
                (ii)  in  the  case  of each Adjusted  CD  Rate  Advance
          comprising  part  of the same A Borrowing, a  rate  per  annum
          during  each Interest Period equal at all times to the sum  of
          the  Adjusted  CD  Rate  for  such Interest  Period  plus  the
          Applicable  Margin  in effect from time to  time  during  such
          Interest Period; and
     
                (iii)      in  the case of each Eurodollar Rate  Advance
          comprising  part  of the same A Borrowing, a  rate  per  annum
          during  each Interest Period equal at all times to the sum  of
          the   Eurodollar  Rate  for  such  Interest  Period  plus  the
          Applicable  Margin  in effect from time to  time  during  such
          Interest Period.
     
               "Available Commitment" means, for each Lender at any time
          on  any  day,  the unused portion of such Lender's Commitment,
          computed after giving effect to all Extensions of Credit  made
          or  to  be  made  on  such  day, the application  of  proceeds
          therefrom and all prepayments and repayments of Advances  made
          on such day.
     
                "Available  Commitments"  means  the  aggregate  of  the
          Lenders' Available Commitments hereunder.
     
                "B Advance" means an advance by a Lender to the Borrower
          as  part  of a B Borrowing resulting from the auction  bidding
          procedure described in Section 2.03.
     
                 "B   Borrowing"   means  a  borrowing   consisting   of
          simultaneous B Advances from each of the Lenders  whose  offer
          to  make one or more B Advances as part of such borrowing  has
          been  accepted  by  the  Borrower under  the  auction  bidding
          procedure described in Section 2.03.
     
                "B Note" means a promissory note of the Borrower payable
          to  the  order  of any Lender, in substantially  the  form  of
          Exhibit  1.01A-2 hereto, evidencing the aggregate indebtedness
          of  the  Borrower to such Lender resulting from a B Advance(s)
          made by such Lender.
     
                "B  Reduction" has the meaning assigned to that term  in
          Section 2.01.
     
                "Base  Rate  Advance"  means an  A  Advance  that  bears
          interest as provided in Section 2.07(a).
     
               "Borrowing" means an A Borrowing or a B Borrowing.  Any A
          Borrowing consisting of A Advances of a particular Type may be
          referred to as being an A Borrowing of such "Type".
     
               "Business Day" means a day of the year on which banks are
          not required or authorized to close in New York City, Chicago,
          Illinois  or  Cedar  Rapids,  Iowa,  and,  if  the  applicable
          Business Day relates to any Eurodollar Rate Advance, on  which
          dealings are carried on in the London interbank market.
     
                "CD  Lending Office" means, with respect to any  Lender,
          the  office or affiliate of such Lender specified as  its  "CD
          Lending Office" opposite its name on Schedule I hereto  or  in
          the  Lender  Assignment pursuant to which it became  a  Lender
          (or,  if  no  such  office is specified, its Domestic  Lending
          Office)  or such other office or affiliate of such  Lender  as
          such Lender may from time to time specify to the Borrower  and
          the Agent.
     
                "Capitalized Lease Obligations" means obligations to pay
          rent or other amounts under any lease of (or other arrangement
          conveying  the  right  to use) real and/or  personal  property
          which  obligation is required to be classified  and  accounted
          for  as  a  capital  lease  on  a balance  sheet  prepared  in
          accordance with generally accepted accounting principles,  and
          for  purposes hereof the amount of such obligations  shall  be
          the  capitalized  amount determined in  accordance  with  such
          principles.
     
                "Cash  and Cash Equivalents" means, with respect to  any
          Person,  the aggregate amount of the following, to the  extent
          owned by such Person free and clear of all Liens, encumbrances
          and  rights  of  others  and  not  subject  to  any  judicial,
          regulatory  or  other  legal constraint:  (i)  cash  on  hand;
          (ii)  Dollar  demand deposits maintained in the United  States
          with  any  commercial bank and Dollar time deposits maintained
          in the United States with, or certificates of deposit having a
          maturity  of  one year or less issued by, any commercial  bank
          which has its head office in the United States and which has a
          combined   capital  and  surplus  of  at  least  $100,000,000;
          (iii) eurodollar time deposits maintained in the United States
          with,  or eurodollar certificates of deposit having a maturity
          of  one  year  or less issued by, any commercial  bank  having
          outstanding unsecured indebtedness that is rated (on the  date
          of acquisition thereof) A- or better by S&P or A3 or better by
          Moody's     (or    an    equivalent    rating    by    another
          nationally-recognized credit rating agency of similar standing
          if  neither  of such corporations is then in the  business  of
          rating  unsecured bank indebtedness); (iv) direct  obligations
          of,  or  unconditionally guaranteed by, the United States  and
          having  a  maturity of one year or less; (v) commercial  paper
          rated  (on  the  date of acquisition thereof) A-1  or  P-1  or
          better  by  S&P  or  Moody's, respectively (or  an  equivalent
          rating  by another nationally-recognized credit rating  agency
          of similar standing if neither of such corporations is then in
          the  business  of  rating  commercial  paper),  and  having  a
          maturity of one year or less; (vi) obligations with any Lender
          or  any other commercial bank in respect of the repurchase  of
          obligations  of  the  type described in  clause  (iv),  above,
          provided  that  such  repurchase obligations  shall  be  fully
          secured  by  obligations of the type described in said  clause
          (iv)   and  the  possession  of  such  obligations  shall   be
          transferred  to,  and segregated from other obligations  owned
          by,   such   Lender  or  such  other  commercial   bank;   and
          (vii) preferred stock of any Person that is rated A- or better
          by  S&P or A3 or better by Moody's (or an equivalent rating by
          another  nationally-recognized credit rating agency of similar
          standing  if  neither  of such corporations  is  then  in  the
          business of rating preferred stock of entities engaged in such
          businesses).
     
                 "Closing"   means  the  day  upon  which  each  of  the
          applicable  conditions precedent enumerated  in  Section  3.01
          shall be fulfilled to the satisfaction of, or waived with  the
          consent  of,  the  Lenders, the Agent and the  Borrower.   All
          transactions contemplated by the Closing shall take place on a
          Business  Day on or prior to October 20, 1997, at the  offices
          of King & Spalding, 1185 Avenue of the Americas, New York, New
          York  10036, at 10:00 a.m., or such later Business Day as  the
          parties hereto may mutually agree.
     
                "Commitment"  means, for each Lender, the obligation  of
          such  Lender to make Advances to the Borrower in an amount  no
          greater than the amount set forth on Schedule I hereto or,  if
          such  Lender  has entered into one or more Lender Assignments,
          set  forth for such Lender in the Register maintained  by  the
          Agent  pursuant to Section 8.07(c), in each such case as  such
          amount  may  be reduced from time to time pursuant to  Section
          2.05.    "Commitments"  means  the  total  of   the   Lenders'
          Commitments  hereunder.  The Commitments  shall  in  no  event
          exceed $450,000,000.
     
               "Consolidated Capital" means, with respect to any Person,
          at any date of determination, the sum of (c) Consolidated Debt
          of   such  Person,  (d)  consolidated  equity  of  the  common
          stockholders of such Person and its Consolidated Subsidiaries,
          (e) consolidated equity of the preference stockholders of such
          Person and its Consolidated Subsidiaries and (f)  consolidated
          equity  of the preferred stockholders of such Person  and  its
          Consolidated  Subsidiaries, in each case  determined  at  such
          date   in   accordance  with  generally  accepted   accounting
          principles.
     
               "Consolidated Debt" means, with respect to any Person, at
          any  date of determination, the aggregate Debt of such  Person
          and its Consolidated Subsidiaries determined on a consolidated
          basis   in   accordance  with  generally  accepted  accounting
          principles,  but  shall not include Nonrecourse  Debt  of  any
          Subsidiary of the Borrower.
     
                "Consolidated  Subsidiary" means, with  respect  to  any
          Person,  any Subsidiary of such Person whose accounts  are  or
          are  required  to  be consolidated with the accounts  of  such
          Person   in  accordance  with  generally  accepted  accounting
          principles.
     
                "Convert", "Conversion" and "Converted" each refers to a
          conversion  of Advances of one Type into Advances  of  another
          Type,  or  to  the selection of a new, or the renewal  of  the
          same,  Interest  Period for Advances,  as  the  case  may  be,
          pursuant to Section 2.09 or 2.10.
     
               "Debt"   means, for any Person, any and all indebtedness,
          liabilities  and  other monetary obligations  of  such  Person
          (i)  for  borrowed  money or evidenced by  bonds,  debentures,
          notes  or  other similar instruments, (ii) to pay the deferred
          purchase  price of property or services (except trade accounts
          payable   arising  and  repaid  in  the  ordinary  course   of
          business),  (iii)  Capitalized Lease Obligations,  (iv)  under
          reimbursement or similar agreements with respect to letters of
          credit  (other than trade letters of credit) issued to support
          indebtedness or obligations of such Person or of others of the
          kinds  referred  to in clauses (i) through (iii),  above,  and
          clause  (v),  below,  (v) reasonably quantifiable  obligations
          under  direct  guaranties  or indemnities,  or  under  support
          agreements,   in  respect  of,  and  reasonably   quantifiable
          obligations (contingent or otherwise) to purchase or otherwise
          acquire,  or  otherwise to assure a creditor against  loss  in
          respect  of, or to assure an obligee against failure  to  make
          payment  in respect of, indebtedness or obligations of  others
          of  the  kinds referred to in clauses (i) through (iv), above,
          and  (vi) in respect of unfunded vested benefits under  Plans.
          In  determining Debt for any Person, there shall  be  included
          accrued interest on the principal amount thereof to the extent
          such interest has accrued for more than six months.
     
                "Default  Rate"  means (i) with respect  to  the  unpaid
          principal of or interest on any Advance, the greater of (A) 2%
          per  annum  above the Applicable Rate in effect from  time  to
          time  for  such  Advance  and  (B)  2%  per  annum  above  the
          Applicable  Rate  in effect from time to time  for  Base  Rate
          Advances  and  (ii)  with respect to any other  unpaid  amount
          hereunder,  2% per annum above the Applicable Rate  in  effect
          from time to time for Base Rate Advances.
     
                "Direct  Subsidiary" means, with respect to any  Person,
          any Subsidiary directly owned by such Person.
     
               "Dollars" and the sign "$" each means lawful money of the
          United States.
     
                "Domestic  Lending Office" means, with  respect  to  any
          Lender,  the  office or affiliate of such Lender specified  as
          its "Domestic Lending Office" opposite its name on Schedule  I
          hereto or in the Lender Assignment pursuant to which it became
          a  Lender, or such other office or affiliate of such Lender as
          such  Lender may from time to time specify in writing  to  the
          Borrower and the Agent.
     
                "Eligible Assignee" means (a) a commercial bank or trust
          company organized under the laws of the United States, or  any
          State thereof; (b) a commercial bank organized under the  laws
          of  any  other  country that is a member of  the  OECD,  or  a
          political subdivision of any such country, provided that  such
          bank  is  acting  through a branch or agency  located  in  the
          United States; (c) the central bank of any country that  is  a
          member of the OECD; and (d) any other commercial bank or other
          financial  institution engaged generally in  the  business  of
          extending  credit  or  purchasing debt instruments;  provided,
          however,  that  (A)  any  such  Person  shall  also  (i)  have
          outstanding unsecured indebtedness that is rated A- or  better
          by  S&P or A3 or better by Moody's (or an equivalent rating by
          another  nationally-recognized credit rating agency of similar
          standing  if  neither  of such corporations  is  then  in  the
          business of rating unsecured indebtedness of entities  engaged
          in  such businesses) or (ii) have combined capital and surplus
          (as  established in its most recent report of condition to its
          primary  regulator)  of  not less than  $250,000,000  (or  its
          equivalent  in foreign currency), (B) any Person described  in
          clause (b), (c), or (d), above, shall, on the date on which it
          is  to  become a Lender hereunder, (i) be entitled to  receive
          payments  hereunder  without deduction or withholding  of  any
          United States Federal income taxes (as contemplated by Section
          2.16)  and (ii) not be incurring any losses, costs or expenses
          of  the type for which such Person could demand payment  under
          Section 2.13, and (C) any Person described in clauses (b), (c)
          and  (d),  above, shall, in addition, be reasonably acceptable
          to the Agent and the Borrower.
     
                "ERISA"   means the Employee Retirement Income  Security
          Act of 1974, as amended from time to time, and the regulations
          promulgated and rulings issued thereunder.
     
                "ERISA Affiliate" means, with respect to any Person, any
          trade  or  business (whether or not incorporated) which  is  a
          member  of a group of which such Person is a member and  which
          is  under common control within the meaning of the regulations
          under  Section 414(b) or (c) of the Internal Revenue  Code  of
          1986, as amended from time to time.
     
                "ERISA  Event" means (i) the occurrence of a  reportable
          event, within the meaning of Section 4043 of ERISA, unless the
          30-day notice requirement with respect thereto has been waived
          by  the  PBGC; (ii) the provision by the administrator of  any
          Plan  of notice of intent to terminate such Plan, pursuant  to
          Section  4041(a)(2) of ERISA (including any such  notice  with
          respect to a plan amendment referred to in Section 4041(e)  of
          ERISA); (iii) the cessation of operations at a facility in the
          circumstances described in Section 4062(e) of ERISA; (iv)  the
          withdrawal  by  the  Borrower or an  ERISA  Affiliate  of  the
          Borrower from a Multiple Employer Plan during a plan year  for
          which  it was a "substantial employer", as defined in  Section
          4001(a)(2)  of  ERISA; (v) the failure by the Borrower  or  an
          ERISA  Affiliate of the Borrower to make a payment to  a  Plan
          required  under  Section  302(f)(1) of  ERISA,  which  failure
          results  in  the  imposition of a lien  for  failure  to  make
          required payments; (vi) the adoption of an amendment to a Plan
          requiring the provision of security to such Plan, pursuant  to
          Section 307 of ERISA; or (vii) the institution by the PBGC  of
          proceedings to terminate a Plan, pursuant to Section  4042  of
          ERISA, or the occurrence of any event or condition which might
          reasonably  be  expected to constitute grounds  under  Section
          4042 of ERISA for the termination of, or the appointment of  a
          trustee to administer, a Plan.
     
                "Eurocurrency Liabilities" has the meaning  assigned  to
          that  term  in Regulation D of the Board of Governors  of  the
          Federal Reserve System, as in effect from time to time.

                "Eurodollar Lending Office" means, with respect  to  any
          Lender,  the  office or affiliate of such Lender specified  as
          its  "Eurodollar Lending Office" opposite its name on Schedule
          I  hereto  or  in the Lender Assignment pursuant to  which  it
          became  a  Lender  (or, if no such office  is  specified,  its
          Domestic Lending Office), or such other office or affiliate of
          such  Lender as such Lender may from time to time  specify  in
          writing to the Borrower and the Agent.
     
                "Eurodollar  Rate" means, for each Interest  Period  for
          each  Eurodollar  Rate Advance made as  part  of  the  same  A
          Borrowing,  an  interest rate per annum equal to  the  average
          (rounded  upward to the nearest whole multiple of 1/16  of  1%
          per annum, if such average is not such a multiple) of the rate
          per annum at which deposits in U.S. dollars are offered by the
          principal  office  of each of the Reference Banks  in  London,
          England to prime banks in the London interbank market at 11:00
          a.m.  (London time) two Business Days before the first day  of
          such  Interest Period in an amount substantially equal to such
          Reference Bank's Eurodollar Rate Advance made as part of  such
          A  Borrowing  and for a period equal to such Interest  Period.
          The   Eurodollar  Rate  for  the  Interest  Period  for   each
          Eurodollar  Rate Advance made as part of the same A  Borrowing
          shall  be  determined by the Agent on the basis of  applicable
          rates  furnished  to  and  received  by  the  Agent  from  the
          Reference Banks two Business Days before the first day of such
          Interest  Period,  subject,  however,  to  the  provisions  of
          Section 2.09.
     
                "Eurodollar Rate Advance" means an A Advance that  bears
          interest as provided in Section 2.07(c).
     
                "Eurodollar Reserve Percentage" of any Lender  for  each
          Interest  Period  for each Eurodollar Rate Advance  means  the
          reserve  percentage  applicable to  such  Lender  during  such
          Interest Period (or if more than one such percentage shall  be
          so applicable, the daily average of such percentages for those
          days  in such Interest Period during which any such percentage
          shall   be   so  applicable)  under  Regulation  D  or   other
          regulations issued from time to time by the Board of Governors
          of   the  Federal  Reserve  System  (or  any  successor)   for
          determining   the  maximum  reserve  requirement   (including,
          without  limitation,  any  emergency,  supplemental  or  other
          marginal  reserve requirement) then applicable to such  Lender
          with  respect  to  liabilities  or  assets  consisting  of  or
          including Eurocurrency Liabilities having a term equal to such
          Interest Period.

               "Events of Default" has the meaning assigned to that term
          in Section 6.01.
     
               "Existing Banks" has the meaning assigned to that term in
          Preliminary Statement (1) to this Agreement.
     
               "Existing Facility" has the meaning assigned to that term
          in Preliminary Statement (1) to this Agreement.
     
                "Extension  of Credit" means the making of a  Borrowing.
          For  purposes  of  this  Agreement,  a  Conversion  shall  not
          constitute an Extension of Credit.
     
                "Facility Fee" means a fee which shall be payable on the
          aggregate amount of the Commitments, irrespective of usage, to
          each  Lender  pro  rata  on  the amount  of  their  respective
          Commitments at the rate (expressed in basis points per  annum)
          set forth below in the columns identified as Level 1, Level 2,
          Level 3 or Level 4, based on the Reference Ratings.
     
                       Level 1         Level 2     Level 3     Level 4
        S&P            A- or better    BBB+        BBB         below BBB*
                       and             and         and         or   
        Moody's        A3 or better    Baa1        Baa2        below
                                                               Baa2*

        Basis Points   15.0            20.0        25.0        30.0
     
                                                            * or unrated

          The Facility Fee will be based upon the Level corresponding to
          the  Reference  Ratings  at the time  of  determination.   Any
          change  in  the  Facility Fee resulting from a change  in  the
          Reference Ratings shall be effective as of the date  on  which
          the  applicable rating agency announces the applicable  change
          in  ratings.  If the Merger shall not have been consummated on
          or  before December 31, 1997, the Facility Fee rate shown  for
          Level  2 shall apply to Level 1; that shown for Level 3  shall
          apply  to  Level 2 and that shown for Level 4 shall  apply  to
          Level  3.   If  the  Merger  is  thereafter  consummated,  the
          Facility  Fee  rates for the various Levels  shall  revert  to
          those   shown   above,  effective  from  the  date   of   such
          consummation.   Any change in the Applicable Margin  resulting
          from  the  application of either or both of the two  preceding
          sentences shall be effective immediately.
     
                "FDIC  Assessment Rate" mean, during an Interest  Period
          for CD Rate Advances comprising a single Borrowing, the annual
          rate (rounded upwards, if necessary, to the next 1/100 of  1%)
          most  recently  estimated by the Agent  as  the  then  current
          annual  assessment rate payable by the Agent  to  the  Federal
          Deposit Insurance Corporation (or any successor) for insurance
          by  such Corporation (or such successor) of time deposits made
          in  U.S.  dollars at the Agent's domestic offices.   The  FDIC
          Assessment  Rate  shall be the same for all CD  Rate  Advances
          comprising   the   same  Borrowing  and  shall   be   adjusted
          automatically on and as of he effective date of each change in
          any such rate.
     
               "Federal Funds Rate" means, for any period, a fluctuating
          interest rate per annum equal for each day during such  period
          to  the  weighted  average of the rates on  overnight  Federal
          funds  transactions with members of the Federal Reserve System
          arranged  by Federal funds brokers, as published for such  day
          (or, if such day is not a Business Day, for the next preceding
          Business Day) by the Federal Reserve Bank of New York, or,  if
          such  rate is not so published for any day which is a Business
          Day,  the  average  of the quotations for  such  day  on  such
          transactions  received by the Agent from three  Federal  funds
          brokers of recognized standing selected by it.
     
                "Fee  Letter" means that certain letter agreement, dated
          October  17, 1997, among the Borrower, the Agent and  Citicorp
          Securities, Inc.
     
               "Governmental Approval" means any authorization, consent,
          approval,  license,  franchise, lease, ruling,  tariff,  rate,
          permit,  certificate, exemption of, or filing or  registration
          with,  any governmental authority or other legal or regulatory
          body.
     
                "Hazardous  Substance" means any  waste,  substance,  or
          material  identified as hazardous, dangerous or toxic  by  any
          office,  agency,  department, commission,  board,  bureau,  or
          instrumentality  of  the United States  or  of  the  State  or
          locality  in  which the same is located having  or  exercising
          jurisdiction over such waste, substance or material.
     
                "IES  Utilities"  means  IES  Utilities  Inc.,  an  Iowa
          corporation, all of whose common stock is owned  on  the  date
          hereof by the Parent.
     
                 "Information   Memorandum"   means   the   Confidential
          Information  Memorandum  relating to this  Agreement  and  the
          Other  Credit  Agreement delivered (or  to  be  delivered)  by
          Citicorp  Securities, Inc.  and First Chicago Capital Markets,
          Inc.  at the direction of the Borrower and the Parent  to  the
          Lenders.
     
                "Interest Period" means, for each A Advance made as part
          of  the same A Borrowing, the period commencing on the date of
          such  A Advance or the date of the Conversion of any A Advance
          into  such  an  A Advance and ending on the last  day  of  the
          period  selected  by the Borrower pursuant to  the  provisions
          below  and,  thereafter, each subsequent period commencing  on
          the  last day of the immediately preceding Interest Period and
          ending  on the last day of the period selected by the Borrower
          pursuant  to the provisions below.  The duration of each  such
          Interest Period shall be 30, 60, 90 or 180 days in the case of
          an  Adjusted CD Rate Advance, and 1, 2, 3 or 6 months  in  the
          case  of  a  Eurodollar Rate Advance,  in  each  case  as  the
          Borrower may, upon notice received by the Agent not later than
          12:00 noon (New York City time) (a) on the third Business  Day
          prior to the first day of such Interest Period in the case  of
          a  Eurodollar Rate Advance and (b) on the second Business  Day
          prior to the first day of such Interest Period in the case  of
          an Adjusted CD Rate Advance, select; provided, however, that:
     
                    (i)  the Borrower may not select any Interest Period
               that ends after the Termination Date;
     
                     (ii)  Interest Periods commencing on the same  date
               for  A  Advances comprising part of the same A  Borrowing
               shall be of the same duration; and
     
                     (iii)      whenever  the last day of  any  Interest
               Period  would  otherwise occur on  a  day  other  than  a
               Business Day, the last day of such Interest Period  shall
               be extended to occur on the next succeeding Business Day,
               provided,  in  the  case  of any Interest  Period  for  a
               Eurodollar  Rate  Advance, that if such  extension  would
               cause  the last day of such Interest Period to  occur  in
               the  next following calendar month, the last day of  such
               Interest   Period  shall  occur  on  the  next  preceding
               Business Day.
     
                 "IPC"   means  Interstate  Power  Company,  a  Delaware
          corporation.

                "Lenders"  means the Banks listed on the signature pages
          hereof  and each Eligible Assignee that shall become  a  party
          hereto pursuant to Section 8.07.
     
                "Lender  Assignment" means an assignment and  acceptance
          agreement  entered into by a Lender and an Eligible  Assignee,
          and  accepted  by  the  Agent, in substantially  the  form  of
          Exhibit 8.07.
     
                "Lien"  has the meaning assigned to that term in Section
          5.02(a).
     
                "Loan  Documents" means this Agreement, the  Notes,  the
          Support  Agreement, the Fee Letter and all  other  agreements,
          instruments  and  documents now or hereafter  executed  and/or
          delivered pursuant hereto or thereto.
     
                "Majority  Lenders" means, on any date of determination,
          Lenders that, collectively, on such date (i) hold at least 66-
          2/3%  of the then aggregate unpaid principal amount of  the  A
          Advances  owing to Lenders and (ii) if no A Advances are  then
          outstanding, have Percentages in the aggregate of at least 66-
          2/3%.   Any  determination of those Lenders  constituting  the
          Majority  Lenders  shall be made by the  Agent  and  shall  be
          conclusive and binding on all parties absent manifest error.
     
                "McLeodUSA Stock"  means the 8,977,600 shares of  common
          stock of McLeodUSA Incorporated, a Delaware corporation,  held
          by the Borrower as of the date of this Agreement.
     
                "Merger"  means the merger of the Parent with  and  into
          WPL  and  the  merger of the Borrower with and into  Heartland
          Development Corporation, pursuant to an Agreement and Plan  of
          Merger, dated as of November 10, 1995, as amended (the "Merger
          Agreement"), with the result that the Borrower, IES Utilities,
          Wisconsin  Power and IPC will be wholly-owned Subsidiaries  of
          WPL, which will be renamed Interstate Energy Corporation.
     
                "Moody's" means Moody's Investors Service, Inc.  or  any
          successor thereto.
     
                "Multiemployer  Plan"  means a  multiemployer  plan,  as
          defined  in  Section 4001(a)(3) of ERISA, which is subject  to
          Title  IV  of  ERISA and to which the Borrower  or  any  ERISA
          Affiliate  of the Borrower is making or accruing an obligation
          to make contributions, or has within any of the preceding five
          plan   years   made   or   accrued  an  obligation   to   make
          contributions, such plan being maintained pursuant to  one  or
          more collective bargaining agreements.
     
               "Multiple Employer Plan" means a single employer plan, as
          defined  in Section 4001(a)(15) of ERISA, which is subject  to
          Title IV of ERISA and which (i) is maintained for employees of
          the  Borrower  or  an ERISA Affiliate of the Borrower  and  at
          least  one  Person  other  than the  Borrower  and  its  ERISA
          Affiliates or (ii) was so maintained and in respect  of  which
          the  Borrower or an ERISA Affiliate of the Borrower could have
          liability  under Section 4064 or 4069 of ERISA  in  the  event
          such plan has been or were to be terminated.
     
                "Nonrecourse  Debt"  means any Debt  that  finances  the
          acquisition, development, ownership or operation of  an  asset
          in  respect of which the Person to which such Debt is owed has
          no   recourse  whatsoever  to  the  Borrower  or  any  of  its
          Affiliates other than:
     
               (i)  recourse to the named obligor with respect  to  such
                    Debt  (the "Debtor") for amounts limited to the cash
                    flow or net cash flow (other than historic cash flow
                    or historic cash flow) from the asset; and
     
              (ii)  recourse  to the Debtor for  the  purpose
                    only of enabling amounts to be claimed in respect of
                    such Debt in an enforcement of any security interest
                    or  lien given by the Debtor over the asset  or  the
                    income,  cash  flow or other proceeds deriving  from
                    the  asset (or given by any shareholder or the  like
                    in  the  Debtor over its shares or like interest  in
                    the  capital of the Debtor) to secure the Debt,  but
                    only if:
                 
                    (A)  the  extent  of the recourse to the  Debtor  is
                         limited  solely to the amount of any recoveries
                         made on any such enforcement; and
               
                    (B)  the  Person to which such Debt is owed  is  not
                         entitled,  by  virtue of  any  right  or  claim
                         arising out of or in connection with such Debt,
                         to  commence proceedings for the winding up  or
                         dissolution  of  the Debtor or  to  appoint  or
                         procure   the  appointment  of  any   receiver,
                         trustee,  or  similar  Person  or  officer   in
                         respect  of  the Debtor or any  of  its  assets
                         (other  than the assets subject to the security
                         interest or lien referred to above); and
               
             (iii)  recourse to the Debtor generally or indirectly
                    to  any  Affiliate of the Debtor, under any form  of
                    assurance, undertaking or support, which recourse is
                    limited   to   a  claim  for  damages  (other   than
                    liquidated  damages  and  damages  required  to   be
                    calculated  in a specified way) for a breach  of  an
                    obligation  (other than a payment obligation  or  an
                    obligation  to  comply or to procure  compliance  by
                    another with any financial ratios or other tests  of
                    financial  condition)  by the Person  against  which
                    such recourse is available.
     
               "Note" means an A Note or a B Note.
     
                "Notice of A Borrowing" has the meaning assigned to that
          term in Section 2.02(a).
     
                "Notice of B Borrowing" has the meaning assigned to that
          term in Section 2.03(a).
     
                "Notice of Conversion" has the meaning assigned to  that
          term in Section 2.10.
     
                "OECD"  means the Organization for Economic  Cooperation
          and Development.
     
                 "Other  Credit  Agreement"  means  the  364-Day  Credit
          Agreement,  dated as of October 20, 1997, among the  Borrower,
          the  lenders  from time to time parties thereto and  Citibank,
          N.A., as agent for such lenders.
     
                "Parent" means IES Industries Inc., an Iowa corporation,
          or   any   successor   by  merger  thereto  (including,   upon
          consummation  of  the  Merger,  WPL)  that  succeeds  to   the
          obligations  of IES Industries Inc. under, and  in  accordance
          with Section 2(e) of, the Support Agreement.

                "PBGC"    means the Pension Benefit Guaranty Corporation
          (or any successor entity) established under ERISA.
     
                "Percentage"   means,  for any Lender  on  any  date  of
          determination,  the  percentage  obtained  by  dividing   such
          Lender's  Commitment  on  such  day  by  the  total   of   the
          Commitments  on  such date, and multiplying  the  quotient  so
          obtained by 100%.
     
                "Person"   means an individual, partnership, corporation
          (including a business trust), limited liability company, joint
          stock   company,  trust,  unincorporated  association,   joint
          venture  or  other  entity, or a government or  any  political
          subdivision or agency thereof.
     
                "Plan"  means  a  Single Employer  Plan  or  a  Multiple
          Employer Plan.
     
                "PUHCA" means the Public Utility Holding Company Act  of
          1935, as amended from time to time.
     
                "Reference  Banks" means Citibank, N.A.  and  The  First
          National  Bank  of Chicago, and any additional  or  substitute
          Lenders  as  may  be  selected from time to  time  to  act  as
          Reference  Banks hereunder by the Agent, the Majority  Lenders
          and the Borrower.
     
               "Reference Ratings" means the ratings assigned by S&P and
          Moody's  to: (i) prior to the consummation of the Merger,  the
          Reference  Securities of IES Utilities and (ii) following  the
          consummation of the Merger,  the lower of the two most  highly
          rated  Reference  Securities.  For purposes of  the  foregoing
          clause  (i) and clause (ii), if the ratings assigned  to  such
          Reference  Security by S&P and Moody's, respectively  are  not
          comparable  (i.e.  a "split rating"), the lower  of  such  two
          ratings shall control.
     
               "Reference Securities" means, for  each of IES Utilities,
          Wisconsin  Power and IPC, such Utility's first mortgage  bonds
          or  other  most  senior secured non-credit enhanced  long-term
          debt.
     
                "Register"  has  the meaning assigned to  that  term  in
          Section 8.07(c).
     
                 "S&P"  means  Standard  &  Poor's  Corporation  or  any
          successor thereto.

               "Senior Financial Officer" means the President, the Chief
          Executive  Officer,  the  Chief  Financial  Officer   or   the
          Treasurer of the Borrower.
     
                "Significant  Subsidiary" means any  Subsidiary  of  the
          Borrower  that,  on  a  consolidated basis  with  any  of  its
          Subsidiaries  as  of any date of determination,  accounts  for
          more  than  20%  of the consolidated assets  (valued  at  book
          value) of the Borrower and its Subsidiaries.
     
                "Single Employer Plan" means a single employer plan,  as
          defined  in Section 4001(a)(15) of ERISA, which is subject  to
          Title IV of ERISA and which (i) is maintained for employees of
          the  Borrower  or  an ERISA Affiliate of the Borrower  and  no
          Person  other  than the Borrower and its ERISA Affiliates,  or
          (ii) was so maintained and in respect of which the Borrower or
          an  ERISA Affiliate of the Borrower could have liability under
          Section 4069 of ERISA in the event such plan has been or  were
          to be terminated.
     
                "Subsidiary"   means, with respect to  any  Person,  any
          corporation or unincorporated entity of which more than 50% of
          the  outstanding capital stock (or comparable interest) having
          ordinary  voting power (irrespective of whether  at  the  time
          capital  stock (or comparable interest) of any other class  or
          classes  of  such corporation or entity shall  or  might  have
          voting power upon the occurrence of any contingency) is at the
          time  directly  or  indirectly owned by said  Person  (whether
          directly or through one of more other Subsidiaries).   In  the
          case of an unincorporated entity, a Person shall be deemed  to
          have  more than 50% of interests having ordinary voting  power
          only  if  such  Person's  vote in respect  of  such  interests
          comprises more than 50% of the total voting power of all  such
          interests in the unincorporated entity.
     
                "Support  Agreement" means the 3-Year Support Agreement,
          dated  as  of  the  date hereof, between the  Parent  and  the
          Borrower, substantially in the form of Exhibit 1.01B.
     
                "Termination  Date"  means  the  earliest  to  occur  of
          (i)  October  20,  2000  or  such  later  date  to  which  the
          Termination Date is extended in accordance with Section  2.18,
          (ii)  September  1, 1998, if the Merger shall  not  have  been
          consummated on or prior to May 10, 1998 and (iii) the date  of
          termination or reduction in whole of the Commitments  pursuant
          to Section 2.05 or 6.01.
     
                "Type"  has the meaning assigned to that term (i) in the
          definition  of  "A  Advance" when used  in  such  context  and
          (ii)  in  the  definition of "Borrowing"  when  used  in  such
          context.
     
                "Unmatured Default" means an event that, with the giving
          of notice or lapse of time, or both, would constitute an Event
          of Default.
     
               "Utilities" means, collectively, IES Utilities, Wisconsin
          Power and IPC.
     
                "Wisconsin Power" means Wisconsin Power & Light Company,
          a Wisconsin corporation.
     
                      "WPL"   means  WPL  Holdings,  Inc.,  a  Wisconsin
               Corporation.
     
           SECTION 1.02.  Computation of Time Periods.  Unless otherwise
     indicated, each reference in this Agreement to a specific  time  of
     day  is  a reference to New York City time.  In the computation  of
     periods  of  time under this Agreement, any period of  a  specified
     number  of days or months shall be computed by including the  first
     day  or  month occurring during such period and excluding the  last
     such  day  or  month.  In the case of a period  of  time  "from"  a
     specified  date  "to" or "until" a later specified date,  the  word
     "from"  means "from and including" and the words "to"  and  "until"
     each means "to but excluding".
     
            SECTION   1.03.   Computations  of  Outstandings.   Whenever
     reference  is  made  in  this Agreement to  the  "principal  amount
     outstanding" on any date under this Agreement, such reference shall
     refer to the aggregate principal amount of all Advances outstanding
     on  such date after giving effect to all Extensions of Credit to be
     made on such date and the application of the proceeds thereof.
     
           SECTION  1.04.  Accounting Terms.  All accounting  terms  not
     specifically  defined herein shall be construed in accordance  with
     generally  accepted accounting principles ("GAAP") consistent  with
     those  applied  in  the  preparation of  the  financial  statements
     referred to in Section 5(d) of the Support Agreement.
     
     
                               ARTICLE II
                    AMOUNTS AND TERMS OF THE ADVANCES
     
           SECTION  2.01.   The A Advances.  (a)  Each Lender  severally
     agrees, on the terms and conditions hereinafter set forth, to  make
     A  Advances  to the Borrower from time to time on any Business  Day
     during the period from the Closing until the Termination Date in an
     aggregate  outstanding  amount not  to  exceed  at  any  time  such
     Lender's  Available Commitment, provided that the aggregate  amount
     of the Commitments of the Lenders shall be deemed used from time to
     time  to the extent of the aggregate amount of the B Advances  then
     outstanding  and  such deemed use of the aggregate  amount  of  the
     Commitments  shall be applied to the Lenders ratably  according  to
     their  respective  Percentages (such deemed use  of  the  aggregate
     amount of the Commitments being a "B Reduction").  Each A Borrowing
     shall  be in an aggregate amount not less than $5,000,000  (or,  if
     lower,  the  amount of the Available Commitments)  or  an  integral
     multiple  of  $1,000,000 in excess thereof and shall consist  of  A
     Advances  of  the  same Type made on the same day  by  the  Lenders
     ratably  according  to  their respective Percentages.   Within  the
     limits   of  each  Lender's  Commitment  and  as  hereinabove   and
     hereinafter provided, the Borrower may request Extensions of Credit
     hereunder,  and repay or prepay Advances pursuant to  Section  2.11
     and utilize the resulting increase in the Available Commitments for
     further Extensions of Credit in accordance with the terms hereof.
     
           (b)  In no event shall the Borrower be entitled to request or
     receive  any  Extensions of Credit that would cause  the  principal
     amount outstanding hereunder to exceed the Commitments.
     
           SECTION  2.02.  Making the A Advances.  (a)  Each A Borrowing
     shall be made on notice, given not later than 12:00 noon (i) on the
     third  Business Day prior to the date of the proposed A  Borrowing,
     in  the  case  of  an  A  Borrowing comprised  of  Eurodollar  Rate
     Advances, (ii) on the second Business Day prior to the date of  the
     proposed  A  Borrowing, in the case of an A Borrowing comprised  of
     Adjusted CD Rate Advances, and (iii) on the date of the proposed  A
     Borrowing,  in the case of an A Borrowing comprised  of  Base  Rate
     Advances,  in each case by the Borrower to the Agent,  which  shall
     give  to each Lender prompt notice thereof by telecopier, telex  or
     cable.   Each  such  notice  of an A  Borrowing  (a  "Notice  of  A
     Borrowing")   shall   be  by  telecopier,  telex   or   cable,   in
     substantially  the  form  of  Exhibit  2.02(a)  hereto,  specifying
     therein the requested  (A) date of such A Borrowing, (B) Type of  A
     Advances comprising such A Borrowing, (C) aggregate amount of  such
     A  Borrowing  and  (D) in the case of an A Borrowing  comprised  of
     Adjusted  CD  Rate  Advances or Eurodollar Rate  Advances,  initial
     Interest Period for each such A Advance.  Each Lender shall, before
     (x) 12:00 noon on the date of such A Borrowing, in the case of an A
     Borrowing comprised of Eurodollar Rate Advances or Adjusted CD Rate
     Advances, and (y) 1:00 p.m. on the date of such A Borrowing, in the
     case  of  an  A  Borrowing comprised of Base  Rate  Advances,  make
     available for the account of its Applicable Lending Office  to  the
     Agent  at  its  address referred to in Section 8.02,  in  same  day
     funds, such Lender's ratable portion of such A Borrowing. After the
     Agent's  receipt  of  such  funds  and  upon  fulfillment  of   the
     applicable  conditions set forth in Article  III,  the  Agent  will
     promptly  make such funds available to the Borrower at the  Agent's
     aforesaid address.
     
           (b)   Each  Notice  of A Borrowing shall be  irrevocable  and
     binding on the Borrower.  In the case of any A Borrowing which  the
     related  Notice  of  A Borrowing specifies is to  be  comprised  of
     Adjusted CD Rate Advances or Eurodollar Rate Advances, the Borrower
     shall  indemnify  each  Lender against any loss,  cost  or  expense
     incurred by such Lender as a result of any failure to fulfill on or
     before the date specified in such Notice of A Borrowing for such  A
     Borrowing  the  applicable conditions set  forth  in  Article  III,
     including,  without limitation, any loss, cost or expense  incurred
     by  reason of the liquidation or reemployment of deposits or  other
     funds  acquired by such Lender to fund the A Advance to be made  by
     such  Lender as part of such A Borrowing when such A Advance, as  a
     result of such failure, is not made on such date.
     
          (c)  Unless the Agent shall have received notice from a Lender
     prior to the date of any A Borrowing that such Lender will not make
     available  to the Agent such Lender's A Advance as part of  such  A
     Borrowing,  the Agent may assume that such Lender has made  such  A
     Advance  available to the Agent on the date of such A Borrowing  in
     accordance with subsection (a) of this Section 2.02 and  the  Agent
     may,  in  reliance  upon  such assumption, make  available  to  the
     Borrower on such date a corresponding amount.  If and to the extent
     that such Lender shall not have so made such A Advance available to
     the Agent, such Lender and the Borrower severally agree to repay to
     the  Agent forthwith on demand such corresponding amount,  together
     with  interest thereon, for each day from the date such  amount  is
     made available to the Borrower until the date such amount is repaid
     to the Agent, at (i) in the case of the Borrower, the interest rate
     applicable  at the time to A Advances comprising such  A  Borrowing
     and  (ii)  in the case of such Lender, the Federal Funds Rate.   If
     such  Lender  shall  repay to the Agent such corresponding  amount,
     such  amount so repaid shall constitute such Lender's A Advance  as
     part of such A Borrowing for purposes of this Agreement.

           (d)   The failure of any Lender to make the A Advance  to  be
     made  by it as part of any A Borrowing shall not relieve any  other
     Lender  of its obligation, if any, hereunder to make its A  Advance
     on the date of such A Borrowing, but no Lender shall be responsible
     for  the  failure of any other Lender to make the A Advance  to  be
     made by such other Lender on the date of any A Borrowing.
     
           SECTION  2.03.   The B Advances.  (a) Each  Lender  severally
     agrees  that  the  Borrower may request  B  Borrowings  under  this
     Section  2.03  from  time to time on any Business  Day  during  the
     period from the date hereof until the date occurring 30 days  prior
     to the Termination Date in the manner, and subject to the terms and
     conditions, set forth below. The rates of interest offered  by  the
     Lenders and accepted by the Borrower for each B Borrowing shall  be
     fixed rates per annum.
     
                (i)   The Borrower may request a B Borrowing under  this
          Section 2.03 by delivering to the Agent, by telecopier,  telex
          or  cable,  a  notice  of  a  B  Borrowing  (a  "Notice  of  B
          Borrowing"),  in substantially the form of Exhibit  2.03(a)(i)
          hereto,  specifying  the  date and  aggregate  amount  of  the
          proposed B Borrowing, the maturity date for repayment of  each
          B  Advance  to  be  made as part of such  B  Borrowing  (which
          maturity  date may not be earlier than the date  occurring  30
          days  after  the date of such B Borrowing nor later  than  the
          earlier  to occur of the then scheduled Termination  Date  and
          the  date  occurring 180 days following the  date  of  such  B
          Borrowing),  the  interest  payment  date  or  dates  relating
          thereto,  and  any  other terms to be  applicable  to  such  B
          Borrowing, not later than 3:00 p.m. at least one Business  Day
          prior  to  the  date of the proposed B Borrowing.   The  Agent
          shall in turn promptly notify each Lender of each request  for
          a B Borrowing received by it from the Borrower by sending such
          Lender a copy of the related Notice of B Borrowing.
     
                (ii)  Each  Lender may, if, in its sole  discretion,  it
          elects  to  do  so, irrevocably offer to make one  or  more  B
          Advances  to the Borrower as part of such proposed B Borrowing
          at a rate or rates of interest specified by such Lender in its
          sole  discretion,  by notifying the Agent  (which  shall  give
          prompt notice thereof to the Borrower), before 11:00 a.m.,  on
          the  date of such proposed B Borrowing, of the minimum  amount
          and  maximum amount of each B Advance which such Lender  would
          be willing to make as part of such proposed B Borrowing (which
          amounts may, subject to the limitation contained in subsection
          (d),  below,  exceed such Lender's Commitment),  the  rate  or
          rates  of  interest  therefor  and  such  Lender's  Applicable
          Lending  Office with respect to such B Advance; provided  that
          if  the  Agent in its capacity as a Lender shall, in its  sole
          discretion, elect to make any such offer, it shall notify  the
          Borrower of such offer before 10:30 a.m. on the date on  which
          notice  of  such election is to be given to the Agent  by  the
          other Lenders.  If any Lender shall elect not to make such  an
          offer, such Lender shall so notify the Agent before 11:00 a.m.
          on the date on which notice of such election is to be given to
          the  Agent by the other Lenders, and such Lender shall not  be
          obligated  to, and shall not, make any B Advance  as  part  of
          such  B Borrowing; provided that the failure by any Lender  to
          give  such  notice shall not cause such Lender to be obligated
          to make any B Advance as part of such proposed B Borrowing.
     
                (iii)     The Borrower shall, in turn, before 12:00 noon
          on the date of such proposed B Borrowing either
     
                     (x)   cancel such B Borrowing by either giving  the
               Agent  notice to that effect or failing to accept one  or
               more offers as provided in clause (y), below, or
     
                     (y)   accept one or more of the offers made by  any
               Lender  or Lenders pursuant to paragraph (ii), above,  in
               its  sole  discretion, by giving written  notice  to  the
               Agent of the amount of each B Advance (which amount shall
               be equal to or greater than the minimum amount, and equal
               to  or  less  than  the maximum amount, notified  to  the
               Borrower by the Agent on behalf of such Lender for such B
               Advance pursuant to paragraph (ii), above) to be made  by
               each  Lender as part of such B Borrowing, and reject  any
               remaining  offers made by Lenders pursuant  to  paragraph
               (ii),  above, by giving the Agent written notice to  that
               effect.
     
               (iv) If the Borrower cancels such B Borrowing pursuant to
          paragraph (iii)(x), above, the Agent shall give prompt  notice
          thereof to the Lenders and such B Borrowing shall not be made.
     
                (v)   If the Borrower accepts one or more of the  offers
          made  by any Lender or Lenders pursuant to paragraph (iii)(y),
          above, such acceptance shall be irrevocable and binding on the
          Borrower  and,  subject to the satisfaction of the  applicable
          conditions  set  forth  in Article  III,  on  such  Lender  or
          Lenders.   The  Borrower  shall  indemnify  each  such  Lender
          against any loss, cost or expense incurred by such Lender as a
          result  of  any  failure to fulfill, on  or  before  the  date
          specified   in  the  notice  provided  pursuant  to  paragraph
          (vii)(A),  below,  the  applicable  conditions  set  forth  in
          Article III, including, without limitation, any loss, cost  or
          expense  incurred by reason of the liquidation or reemployment
          of deposits or other funds acquired by such Lender to fund the
          B  Advance  to  be  made by such Lender  as  part  of  such  B
          Borrowing when such B Advance, as a result of such failure, is
          not made on such date.
     
                (vi) Unless the Agent shall have received notice from  a
          Lender  prior  to the date of any B Borrowing  in  which  such
          Lender  is required to participate that such Lender  will  not
          make available to the Agent such Lender's B Advance as part of
          such  B  Borrowing, the Agent may assume that such Lender  has
          made such B Advance available to the Agent on the date of such
          B Borrowing in accordance with paragraph (vii), below, and the
          Agent may, in reliance upon such assumption, make available to
          the  Borrower on such date a corresponding amount.  If and  to
          the  extent  that such Lender shall not have so  made  such  B
          Advance  available to the Agent, such Lender and the  Borrower
          severally agree to repay to the Agent forthwith on demand such
          corresponding amount together with interest thereon, for  each
          day  from  the  date  such amount is  made  available  to  the
          Borrower until the date such amount is repaid to the Agent, at
          (i)  in the case of the Borrower, the interest rate applicable
          to  such  B  Advance and (ii) in the case of such Lender,  the
          Federal  Funds Rate.  If such Lender shall repay to the  Agent
          such   corresponding  amount,  such  amount  so  repaid  shall
          constitute such Lender's B Advance as part of such B Borrowing
          for purposes of this Agreement.
     
                (vii)      If  the Borrower accepts one or more  of  the
          offers  made  by any Lender or Lenders pursuant  to  paragraph
          (iii)(y),  above,  the  Agent shall in  turn  promptly  notify
          (A)  each  Lender  that  has made an  offer  as  described  in
          paragraph  (ii),  above, of the date and aggregate  amount  of
          such  B Borrowing and whether or not any offer or offers  made
          by  such  Lender pursuant to paragraph (ii), above, have  been
          accepted by the Borrower, (B) each Lender that is to make a  B
          Advance  as part of such B Borrowing of the amount  of  the  B
          Advance  to be made by such Lender as part of such B Borrowing
          and  (C)  each Lender that is to make a B Advance as  part  of
          such  B  Borrowing, upon receipt, that the Agent has  received
          forms   of  documents  appearing  to  fulfill  the  applicable
          conditions set forth in Article III.  Each Lender that  is  to
          make  a  B  Advance as part of such B Borrowing shall,  before
          1:00  p.m.  on the date of such B Borrowing specified  in  the
          notice  received from the Agent pursuant to clause (A) of  the
          preceding  sentence or any later time when such  Lender  shall
          have received notice from the Agent pursuant to clause (C)  of
          the  preceding sentence, make available for the account of its
          Applicable Lending Office to the Agent at its address referred
          to in Section 8.02 such Lender's B Advance, in same day funds.
          Upon  fulfillment of the applicable conditions  set  forth  in
          Article III and after receipt by the Agent of such funds,  the
          Agent  will promptly make such funds available to the Borrower
          at  the  Agent's  aforesaid address.  Promptly  after  each  B
          Borrowing  the Agent will notify each Lender of the amount  of
          the B Borrowing, the consequent B Reduction and the dates upon
          which such B Reduction commenced and will terminate.
     
          (b)  Each B Borrowing shall be in an aggregate amount not less
     than  $5,000,000  or an integral multiple of $1,000,000  in  excess
     thereof.
     
          (c)  Within the limits and on the conditions set forth in this
     Section 2.03, the Borrower may from time to time borrow under  this
     Section  2.03,  repay  pursuant to subsection  (e),  below,  prepay
     pursuant  to  Section 2.11 and reborrow under  this  Section  2.03,
     provided that a B Borrowing shall not be made within three Business
     Days of the date of any other B Borrowing.
     
           (d)  In no event shall the Borrower be entitled to request or
     receive  any  B  Advances  that would cause  the  principal  amount
     outstanding hereunder to exceed the Commitments.
     
           (e)  The Borrower shall repay to the Agent for the account of
     each Lender which has made a B Advance, or each other holder of a B
     Note,  on  the maturity date of each B Advance (such maturity  date
     being  that  specified  by the Borrower for  repayment  of  such  B
     Advance in the related Notice of B Borrowing delivered pursuant  to
     subsection  (a)(i), above, and provided in the  B  Note  evidencing
     such  B  Advance),  the  then unpaid principal  amount  of  such  B
     Advance.
     
           (f)   The Borrower shall pay interest on the unpaid principal
     amount  of  each B Advance from the date of such B Advance  to  the
     date  the principal amount of such B Advance is repaid in full,  at
     the  rate  of interest for such B Advance specified by  the  Lender
     making  such B Advance in its notice with respect thereto delivered
     pursuant  to  subsection (a)(ii), above, payable  on  the  interest
     payment  date or dates specified by the Borrower for such B Advance
     in  the  related  Notice  of  B  Borrowing  delivered  pursuant  to
     subsection (a)(i), above, as provided in the B Note evidencing such
     B  Advance, provided, however, that upon the occurrence and  during
     the  continuance of any Event of Default, each B Advance shall bear
     interest at the Default Rate.
     
           (g)   The indebtedness of the Borrower resulting from each  B
     Advance  made  to  the Borrower as part of a B Borrowing  shall  be
     evidenced by a separate B Note of the Borrower payable to the order
     of the Lender making such B Advance.
     
           SECTION 2.04.  Fees.  (a) The Borrower agrees to pay  to  the
     Agent for the account of each Lender the Facility Fee from the date
     hereof,  in  the  case of each Bank, and from  the  effective  date
     specified  in the Lender Assignment pursuant to which it  became  a
     Lender,  in  the  case of each other Lender, until the  Termination
     Date,  payable quarterly in arrears on the last day of each  March,
     June,  September  and  December during the term  of  such  Lender's
     Commitment,  commencing December 31, 1997, and on  the  Termination
     Date.
     
           (b)   In addition to the fee provided for in subsection  (a),
     above, the Borrower shall pay to the Agent, for the account of  the
     Agent, such fees as are provided for in the Fee Letter.
     
          SECTION 2.05.  Reduction of the Commitments.  (a) The Borrower
     shall have the right, upon at least three Business Days' notice  to
     the  Agent,  to terminate in whole or reduce ratably  in  part  the
     unused  portions  of  the respective Commitments  of  the  Lenders;
     provided  that  the  aggregate amount of  the  Commitments  of  the
     Lenders  shall not be reduced to an amount which is less  than  the
     aggregate   principal  amount  of  the  A  and  B   Advances   then
     outstanding;  and  provided, further, that each  partial  reduction
     shall  be  in a minimum amount of $10,000,000 or any whole multiple
     of  $1,000,000 in excess thereof.  Any termination or reduction  of
     the Commitments shall be irrevocable, and the Commitments shall not
     thereafter be reinstated.
     
           (b)   On the Termination Date, the Commitments of the Lenders
     shall be reduced to zero.
     
           SECTION  2.06.  Repayment of A Advances.  The Borrower  shall
     repay the principal amount of each A Advance made by each Lender in
     accordance with the A Note to the order of such Lender.
     
          SECTION 2.07.  Interest on A Advances.  The Borrower shall pay
     interest on the unpaid principal amount of each A Advance owing  to
     each  Lender  from the date of such A Advance until such  principal
     amount  shall be paid in full, at the Applicable Rate  for  such  A
     Advance  (except  as  otherwise provided  in  this  Section  2.07),
     payable as follows:
     
                (a)   Base Rate Advances.  If such A Advance is  a  Base
          Rate  Advance, interest thereon shall be payable quarterly  in
          arrears  on  the last day of each March, June,  September  and
          December,  on  the date of any Conversion of  such  Base  Rate
          Advance  and  on the date such Base Rate Advance shall  become
          due  and  payable or shall otherwise be paid in full; provided
          that  at any time an Event of Default shall have occurred  and
          be  continuing, thereafter each Base Rate Advance  shall  bear
          interest payable on demand, at a rate per annum equal  at  all
          times to the Default Rate.
     
                (b)  Adjusted CD Rate Advances.  If such A Advance is an
          Adjusted CD Rate Advance, interest thereon shall be payable on
          the  last  day  of such Interest Period and, if  the  Interest
          Period for such A Advance has a duration of more than 90 days,
          on  each day that occurs during such Interest Period every  90
          days from the first day of such Interest Period; provided that
          at  any  time an Event of Default shall have occurred  and  be
          continuing,  thereafter each Adjusted CD  Rate  Advance  shall
          bear interest payable on demand, at a rate per annum equal  at
          all times to the Default Rate.
     
     
                (c)   Eurodollar Rate Advances.  If such A Advance is  a
          Eurodollar Rate Advance, interest thereon shall be payable  on
          the  last  day  of such Interest Period and, if  the  Interest
          Period  for  such A Advance has a duration of more than  three
          months,  on that day of each third month during such  Interest
          Period  that  corresponds to the first day  of  such  Interest
          Period  (or,  if any such month does not have a  corresponding
          day, then on the last day of such month); provided that at any
          time   an  Event  of  Default  shall  have  occurred  and   be
          continuing, thereafter each Eurodollar Rate Advance shall bear
          interest payable on demand, at a rate per annum equal  at  all
          times to the Default Rate.
     
            SECTION  2.08.   Additional  Interest  on  Eurodollar   Rate
     Advances.  The Borrower shall pay to Agent for the account of  each
     Lender  any costs actually incurred by such Lender with respect  to
     Eurodollar  Rate Advances which are attributable to  such  Lender's
     compliance  with  regulations of the  Board  of  Governors  of  the
     Federal  Reserve System requiring the maintenance of reserves  with
     respect  to  liabilities  or  assets  consisting  of  or  including
     Eurocurrency  Liabilities.  Such costs shall be paid to  the  Agent
     for  the  account of such Lender in the form of additional interest
     on  the unpaid principal amount of each Eurodollar Rate Advance  of
     such  Lender, from the date of such A Advance until such  principal
     amount is paid in full, at an interest rate per annum equal at  all
     times  to  the remainder obtained by subtracting (i) the Eurodollar
     Rate  for the Interest Period for such A Advance from (ii) the rate
     obtained by dividing such Eurodollar Rate by a percentage equal  to
     100%  minus  the Eurodollar Reserve Percentage of such  Lender  for
     such  Interest  Period, payable on each date on which  interest  is
     payable  on  such  A  Advance.  Such additional interest  shall  be
     determined by such Lender and notified to the Borrower through  the
     Agent.  A certificate as to the amount of such additional interest,
     submitted  to the Borrower and the Agent by such Lender,  shall  be
     conclusive  and  binding for all purposes, absent  manifest  error,
     provided  that the determination thereof shall have  been  made  by
     such Lender in good faith.
     
            SECTION  2.09.   Interest  Rate  Determination.   (a)   Each
     Reference  Bank  agrees to furnish to the Agent timely  information
     for  the purpose of determining each Adjusted CD Rate or Eurodollar
     Rate,  as  applicable.  If any one or more of the  Reference  Banks
     shall  not  furnish such timely information to the  Agent  for  the
     purpose  of  determining any such interest rate,  the  Agent  shall
     determine  such  interest rate on the basis of  timely  information
     furnished by the remaining Reference Banks.
     
           (b)   The Agent shall give prompt notice to the Borrower  and
     the Lenders of the applicable interest rate determined by the Agent
     for  purposes  of Section 2.07(a), (b) or (c), and  the  applicable
     rate,  if any, furnished by each Reference Bank for the purpose  of
     determining the applicable interest rate under Section  2.07(b)  or
     (c).
     
           (c)   If  fewer  than  two  Reference  Banks  furnish  timely
     information to the Agent for determining the Adjusted CD  Rate  for
     any  Adjusted  CD  Rate Advances, or the Eurodollar  Rate  for  any
     Eurodollar  Rate Advances, due to the unavailability  of  funds  to
     such Reference Banks in the relevant financial markets:
     
                (i)   the Agent shall forthwith notify the Borrower  and
          the  Lenders  that the interest rate cannot be determined  for
          such Adjusted CD Rate Advances or Eurodollar Rate Advances, as
          the case may be;
     
                (ii)  each such Advance will automatically, on the  last
          day  of  the  then existing Interest Period therefor,  Convert
          into  a  Base Rate Advance (or if such Advance is then a  Base
          Rate Advance, will continue as a Base Rate Advance); and
     
                (iii)     the obligation of the Lenders to make,  or  to
          Convert  A  Advances  into,  Adjusted  CD  Rate  Advances   or
          Eurodollar  Rate  Advances,  as the  case  may  be,  shall  be
          suspended  until the Agent shall notify the Borrower  and  the
          Lenders  that  the  circumstances causing such  suspension  no
          longer exist.
     
           (d)   If,  with respect to any Eurodollar Rate Advances,  the
     Majority Lenders notify the Agent that the Eurodollar Rate for  any
     Interest  Period for such Advances will not adequately reflect  the
     cost  to  such  Majority Lenders of making, funding or  maintaining
     their respective Eurodollar Rate Advances for such Interest Period,
     the  Agent shall forthwith so notify the Borrower and the  Lenders,
     whereupon:
     
                (i)  each Eurodollar Rate Advance will automatically, on
          the  last  day of the then existing Interest Period  therefor,
          Convert  into  a  Base Rate Advance or, if  requested  by  the
          Borrower in accordance with Section 2.10, an Adjusted CD  Rate
          Advance; and
     
               (ii) the obligation of the Lenders to make, or to Convert
          A  Advances into, Eurodollar Rate Advances shall be  suspended
          until the Agent shall notify the Borrower and the Lenders that
          the circumstances causing such suspension no longer exist.
     
           (e)  If the Borrower shall fail to (i) select the duration of
     any  Interest  Period  for any Adjusted CD  Rate  Advances  or  any
     Eurodollar   Rate  Advances  in  accordance  with  the   provisions
     contained  in the definition of "Interest Period" in Section  1.01,
     (ii)  provide a Notice of Conversion with respect to any Eurodollar
     Rate  Advances  or Adjusted CD Rate Advances on or prior  to  12:00
     noon  (A)  on the third Business Day prior to the last day  of  the
     Interest Period applicable thereto, in the case of a Conversion  to
     or  in  respect of Eurodollar Rate Advances, or  (B) on the  second
     Business  Day  prior  to  the  last  day  of  the  Interest  Period
     applicable thereto, in the case of a Conversion to or in respect of
     Adjusted   CD  Rate  Advances,  or  (iii)  satisfy  the  applicable
     conditions precedent set forth in Section 3.02 with respect to  the
     Conversion  to  or  in respect of any Eurodollar Rate  Advances  or
     Adjusted  CD Rate Advances, the Agent will forthwith so notify  the
     Borrower  and the Lenders and such Advances will automatically,  on
     the last day of the then existing Interest Period therefor, Convert
     into Base Rate Advances; provided, however, that if, in the case of
     any  failure by the Borrower pursuant to clause (iii),  above,  the
     Majority  Lenders do not notify the Borrower within 30  days  after
     such  Conversion into Base Rate Advances that they have  agreed  to
     waive,  or  have  decided not to waive, the  applicable  conditions
     precedent  set  forth in Section 3.02 that the Borrower  failed  to
     satisfy,  the Majority Lenders shall be deemed to have waived  such
     conditions  precedent  solely  with  respect  to  the  Advances  so
     Converted,  and the Borrower shall, at any time after  such  30-day
     period, be permitted to Convert such Advances into Eurodollar  Rate
     Advances  or  Adjusted  CD  Rate Advances;  and  provided  further,
     however,  that such deemed waiver shall be of no further  force  or
     effect  if,  at  any  time after such 30-day period,  the  Majority
     Lenders notify the Borrower that they no longer agree to waive such
     conditions precedent, in which case any such Advances so  Converted
     into  Eurodollar Rate Advances or Adjusted CD Rate  Advances  shall
     automatically Convert into Base Rate Advances on the  last  day  of
     the then existing Interest Period therefor.
     
           (f)   On  the  date  on which the aggregate unpaid  principal
     amount  of A Advances comprising any A Borrowing shall be  reduced,
     by  payment or prepayment or otherwise, to less than the product of
     (i) $1,000,000 and (ii) the number of Lenders on such date, such  A
     Advances shall, if they are Advances of a Type other than Base Rate
     Advances, automatically Convert into Base Rate Advances, and on and
     after  such  date  the  right of the Borrower  to  Convert  such  A
     Advances  into  Advances of a Type other than  Base  Rate  Advances
     shall  terminate; provided, however, that if and so  long  as  each
     such A Advance shall be of the same Type and have the same Interest
     Period  as  A Advances comprising another A Borrowing  or  other  A
     Borrowings, and the aggregate unpaid principal amount of all such A
     Advances  shall equal or exceed the product of  (i) $1,000,000  and
     (ii)  the  number of Lenders on such date, the Borrower shall  have
     the  right  to continue all such A Advances as, or to  Convert  all
     such  A  Advances into, Advances of such Type having such  Interest
     Period.
     
           (g)   Upon the occurrence and during the continuance  of  any
     Event of Default, each outstanding Eurodollar Rate Advance and each
     outstanding Adjusted CD Rate Advance shall automatically Convert to
     a  Base  Rate  Advance at the end of the Interest  Period  then  in
     effect  for  such  Eurodollar  Rate Advance  or  Adjusted  CD  Rate
     Advance.
     
          SECTION 2.10.  Voluntary Conversion of A Advances.  Subject to
     the  applicable conditions set forth in Section 3.02, the  Borrower
     may  on  any Business Day, by delivering a notice of Conversion  (a
     "Notice  of  Conversion") to the Agent not later  than  12:00  noon
     (i)  on  the  third Business Day prior to the date of the  proposed
     Conversion,  in  the  case of a Conversion  to  or  in  respect  of
     Eurodollar Rate Advances, (ii) on the second Business Day prior  to
     the date of the proposed Conversion, in the case of a Conversion to
     or in respect of Adjusted CD Rate Advances and (iii) on the date of
     the  proposed  Conversion, in the case of a  Conversion  to  or  in
     respect  of  Base Rate Advances, and subject to the  provisions  of
     Sections  2.09  and  2.13,  Convert all  A  Advances  of  one  Type
     comprising  the  same A Borrowing into Advances  of  another  Type;
     provided,  however,  that, in the case of  any  Conversion  of  any
     Adjusted CD Rate Advances or Eurodollar Rate Advances into Advances
     of  another  Type on a day other than the last day of  an  Interest
     Period  for  such  Adjusted  CD Rate Advances  or  Eurodollar  Rate
     Advances, the Borrower shall be obligated to reimburse the  Lenders
     in  respect thereof pursuant to Section 8.04(b).  Each such  Notice
     of  Conversion shall be in substantially the form of  Exhibit  2.10
     and shall, within the restrictions specified above, specify (A) the
     date of such Conversion, (B) the A Advances to be Converted, (C) if
     such  Conversion  is into Adjusted CD Rate Advances  or  Eurodollar
     Rate Advances, the duration of the Interest Period for each such  A
     Advance, and (D) the aggregate amount of A Advances proposed to  be
     Converted.
     
          SECTION 2.11.  Optional Prepayments of Advances.  The Borrower
     may, upon at least three Business Day's notice to the Agent stating
     the proposed date and aggregate principal amount of the prepayment,
     and  if  such  notice  is  given the  Borrower  shall,  prepay  the
     outstanding  principal amounts of the Advances comprising  part  of
     the  same  Borrowing  in whole or ratably in  part,  together  with
     accrued  interest to the date of such prepayment on  the  principal
     amount  prepaid;  provided, however, that each  partial  prepayment
     shall  be in an aggregate principal amount not less than $1,000,000
     (or,  if lower, the principal amount outstanding hereunder  on  the
     date  of such prepayment) or an integral multiple of $1,000,000  in
     excess  thereof.  In the case of any such prepayment of an Adjusted
     CD  Rate  Advance,  Eurodollar Rate Advance or  a  B  Advance,  the
     Borrower  shall be obligated to reimburse the Lender(s) in  respect
     thereof  pursuant to Section 8.04(b).  Except as provided  in  this
     Section 2.11 and in Section 2.12, the Borrower shall have no  right
     to prepay any principal amount of any Advances.
     
           SECTION 2.12.  Mandatory Prepayments.  (a) On the date of any
     termination  or  reduction of the Commitments pursuant  to  Section
     2.05, the Borrower shall pay or prepay for the ratable accounts  of
     the  Lenders so much of the principal amount outstanding under this
     Agreement as shall be necessary in order that the principal  amount
     outstanding  (after  giving  effect to such  prepayment)  will  not
     exceed  the  amount  of Commitments following such  termination  or
     reduction, together with (A) accrued interest to the date  of  such
     prepayment on the principal amount repaid or prepaid and (B) in the
     case  of prepayments of Eurodollar Rate Advances, Adjusted CD  Rate
     Advances  or B Advances, any amount payable to the Lenders pursuant
     to Section 8.04(b).
     
           (b)   All  prepayments required to be made pursuant  to  this
     Section 2.12 shall be applied by the Agent as follows:
     
                (i)  first, to the prepayment of the A Advances (without
          reference   to  minimum  dollar  requirements),   applied   to
          outstanding  Base Rate Advances up to the full amount  thereof
          before   they  are  applied  to  the  ratable  prepayment   of
          Eurodollar Rate and Adjusted CD Rate Advances; and
     
               (ii) second, to the prepayment of the B Advances (without
          reference  to  minimum dollar requirements),  applied  ratably
          among all the Lenders holding B Advances.
     
           (c)   In  lieu  of  prepaying any Eurodollar  Rate  Advances,
     Adjusted CD Rate Advances or B Advances under any provision  (other
     than  Sections 2.14 and 6.01) of this Agreement, the Borrower  may,
     upon  notice to the Agent, deliver such funds to the Agent,  to  be
     held   as  additional  cash  collateral  securing  the  obligations
     hereunder and under the Notes.  The Agent shall deposit all amounts
     delivered  to  it  in a non-interest-bearing special  purpose  cash
     collateral  account, to be governed by a cash collateral  agreement
     in  form and substance satisfactory to the Borrower and the  Agent,
     and  shall  apply  all  such amounts in such account  against  such
     Advances  on  the  last day of the Interest Period  therefor.   The
     Agent  shall  promptly notify the Lenders of any  election  by  the
     Borrower to deliver funds to the Agent under this subsection (c).
     
          SECTION 2.13.  Increased Costs.  (a) If, due to either (i) the
     introduction  of  or any change (other than any change  by  way  of
     imposition  or  increase of reserve requirements, in  the  case  of
     Adjusted  CD Rate Advances, included in the definition of  Adjusted
     CD  Rate  or, in the case of Eurodollar Rate Advances, included  in
     the Eurodollar Rate Reserve Percentage) in or in the interpretation
     of  any law or regulation or (ii) the compliance with any guideline
     or  request  from any central bank or other governmental  authority
     (whether  or  not  having the force of law),  there  shall  be  any
     increase  in the cost to any Lender of agreeing to make or  making,
     funding or maintaining Adjusted CD Rate Advances or Eurodollar Rate
     Advances, then the Borrower shall from time to time, upon demand by
     such  Lender (with a copy of such demand to the Agent), pay to  the
     Agent  for the account of such Lender additional amounts sufficient
     to  compensate such Lender for such increased cost.  A  certificate
     as  to the amount of such increased cost, submitted to the Borrower
     and  the Agent by such Lender, shall be conclusive and binding  for
     all   purposes,   absent   manifest  error,   provided   that   the
     determination thereof shall have been made by such Lender  in  good
     faith.
     
           (b)  If any Lender determines that compliance with any law or
     regulation  or  any guideline or request from any central  bank  or
     other  governmental authority (whether or not having the  force  of
     law)  affects  or  would affect the amount of capital  required  or
     expected  to  be  maintained  by such  Lender  or  any  corporation
     controlling  such  Lender and that the amount of  such  capital  is
     increased  by  or  based  upon  the  existence  of  such   Lender's
     commitment  to lend hereunder and other commitments of  this  type,
     then, upon demand by such Lender (with a copy of such demand to the
     Agent),  the  Borrower shall immediately pay to the Agent  for  the
     account  of  such  Lender, from time to time as specified  by  such
     Lender, additional amounts sufficient to compensate such Lender  or
     such  corporation in the light of such circumstances, to the extent
     that such Lender reasonably determines such increase in capital  to
     be  allocable  to  the  existence of such Lender's  Commitment.   A
     certificate  as to such amounts submitted to the Borrower  and  the
     Agent by such Lender, describing in reasonable detail the manner in
     which  such  amounts have been calculated, shall be conclusive  and
     binding for all purposes, absent manifest error, provided that  the
     determination and allocation thereof shall have been made  by  such
     Lender in good faith.
     
          (c)  Notwithstanding the provisions of subsections (a) or (b),
     above,  to  the  contrary, no Lender shall be  entitled  to  demand
     compensation or be compensated thereunder to the extent  that  such
     compensation relates to any period of time more than 60 days  prior
     to  the date upon which such Lender first notified the Borrower  of
     the   occurrence  of  the  event  entitling  such  Lender  to  such
     compensation (unless, and to the extent, that any such compensation
     so  demanded  shall  relate to the retroactive application  of  any
     event so notified to the Borrower).
     
            SECTION   2.14.   Illegality.   Notwithstanding  any   other
     provision  of  this Agreement to the contrary, if any  Lender  (the
     "Affected Lender") shall notify the Agent and the Borrower that the
     introduction  of or any change in or in the interpretation  of  any
     law  or regulation makes it unlawful, or any central bank or  other
     governmental  authority  asserts  that  it  is  unlawful,  for  the
     Affected  Lender or its Eurodollar Lending Office  to  perform  its
     obligations hereunder to make Eurodollar Rate Advances or  to  fund
     or  maintain Eurodollar Rate Advances hereunder, (i) all Eurodollar
     Rate  Advances of the Affected Lender shall, on the fifth  Business
     Day  following  such notice from the Affected Lender, automatically
     be  Converted into a like number of Base Rate Advances, each in the
     amount of the corresponding Eurodollar Rate Advance of the Affected
     Lender  being  so  Converted (each such Advance, as  so  Converted,
     being  an  "Affected Lender Advance"), and the  obligation  of  the
     Affected  Lender  to  make, maintain, or Convert  A  Advances  into
     Eurodollar  Rate  Advances shall thereupon be suspended  until  the
     Agent   shall  notify  the  Borrower  and  the  Lenders  that   the
     circumstances  causing  such suspension no  longer  exist,  or  the
     Affected Lender has been replaced pursuant to Section 8.07(g),  and
     (ii) in the event that, on the last day of each of the then-current
     Interest  Periods  for  each Eurodollar  Rate  Advance  (each  such
     Advance being an "Unaffected Lender Advance") of each of the  other
     Lenders (each such Lender being an "Unaffected Lender"), the  Agent
     shall  have  yet  to notify the Borrower and the Lenders  that  the
     circumstances  causing  such suspension of  the  Affected  Lender's
     obligations  as  aforesaid no longer exist, or the Affected  Lender
     has  not  yet  been  replaced pursuant  to  Section  8.07(g),  such
     Unaffected  Lender Advance shall be Converted by  the  Borrower  in
     accordance with Section 2.10 into an Advance of another  Type  (or,
     in  the event that the Borrower shall fail to duly deliver a Notice
     of  Conversion with respect thereto, into a Base Rate Advance), and
     the  obligation  of  such Unaffected Lender to make,  maintain,  or
     Convert A Advances into Eurodollar Rate Advances shall be suspended
     until  the  Agent shall so notify the Borrower and the Lenders,  or
     the  Affected  Lender shall be so replaced.  For  purposes  of  any
     prepayment under this Agreement, each Affected Lender Advance shall
     be  deemed  to  continue to be part of the same  Borrowing  as  the
     Unaffected Lender Advance to which it corresponded at the  time  of
     the  Conversion of such Affected Lender Advance pursuant to  clause
     (i), above.
     
           SECTION  2.15.  Payments and Computations.  (a) The  Borrower
     shall  make  each payment hereunder and under the Notes  not  later
     than  1:00 p.m. on the day when due in Dollars to the Agent at  its
     address  referred to in Section 8.02 in same day funds.  The  Agent
     will  promptly  thereafter  cause  to  be  distributed  like  funds
     relating  to  the payment of principal or interest or fees  ratably
     (other  than  amounts  payable  pursuant  to  Section  2.03,  2.08,
     2.12(b)(iii),  2.16 or 8.04(b)) to the Lenders for the  account  of
     their   respective  Applicable  Lending  Offices,  and  like  funds
     relating  to the payment of any other amount payable to any  Lender
     to such Lender for the account of its Applicable Lending Office, in
     each  case  to  be  applied in accordance with the  terms  of  this
     Agreement.   Upon  its  acceptance  of  a  Lender  Assignment   and
     recording  of  the information contained therein  in  the  Register
     pursuant  to  Section 8.07(d), from and after  the  effective  date
     specified  in  such  Lender Assignment, the Agent  shall  make  all
     payments  hereunder and under the Notes in respect of the  interest
     assigned thereby to the Lender assignee thereunder, and the parties
     to such Lender Assignment shall make all appropriate adjustments in
     such  payments  for periods prior to such effective  date  directly
     between themselves.
     
          (b)  The Borrower hereby authorizes each Lender, if and to the
     extent  payment owed to such Lender is not made when due  hereunder
     or  under any Note held by such Lender, to charge from time to time
     against any or all of the Borrower's accounts with such Lender  any
     amount so due.
     
           (c)  All computations of interest based on the Alternate Base
     Rate  and the Federal Funds Rate and of fees shall be made  by  the
     Agent  on  the basis of a year of 365 or 366 days, as the case  may
     be,  and all computations of interest based on the Adjusted CD Rate
     and  the  Eurodollar  Rate shall be made  by  the  Agent,  and  all
     computations of interest pursuant to Section 2.09 shall be made  by
     a  Lender, on the basis of a year of 360 days, in each case for the
     actual  number  of days (including the first day but excluding  the
     last  day) occurring in the period for which such interest or  fees
     are  payable.  Each determination by the Agent (or, in the case  of
     Section  2.09, by a Lender) of an interest rate hereunder shall  be
     conclusive  and  binding for all purposes, absent  manifest  error,
     provided that such determination shall have been made by the  Agent
     or such Lender, as the case may be, in good faith.
     
           (d)   Whenever any payment hereunder or under the Notes shall
     be  stated  to  be  due on a day other than a  Business  Day,  such
     payment shall be made on the next succeeding Business Day, and such
     extension of time shall in such case be included in the computation
     of  payment  of  interest or fees, as the case  may  be;  provided,
     however, that if such extension would cause payment of interest  on
     or  principal of Eurodollar Rate Advances to be made  in  the  next
     following  calendar month, such payment shall be made on  the  next
     preceding Business Day.
     
           (e)   Unless  the Agent shall have received notice  from  the
     Borrower  prior  to the date on which any payment  is  due  to  the
     Lenders  hereunder that the Borrower will not make such payment  in
     full,  the Agent may assume that the Borrower has made such payment
     in  full  to the Agent on such date and the Agent may, in  reliance
     upon  such  assumption, cause to be distributed to each  Lender  on
     such  due date an amount equal to the amount then due such  Lender.
     If  and to the extent that the Borrower shall not have so made such
     payment in full to the Agent, each Lender shall repay to the  Agent
     forthwith on demand such amount distributed to such Lender together
     with  interest thereon, for each day from the date such  amount  is
     distributed  to such Lender until the date such Lender repays  such
     amount to the Agent, at the Federal Funds Rate.
     
           SECTION  2.16.   Taxes.   (a) Any and  all  payments  by  the
     Borrower  hereunder  and under the other Loan  Documents  shall  be
     made,  in  accordance  with Section 2.15, free  and  clear  of  and
     without  deduction for any and all present or future taxes, levies,
     imposts,  deductions, charges or withholdings, and all  liabilities
     with respect thereto, excluding, in the case of each Lender and the
     Agent, taxes imposed on its overall net income and franchise  taxes
     imposed  on  it  by the jurisdiction under the laws of  which  such
     Lender  or  the  Agent  (as the case may be) is  organized  or  any
     political  subdivision thereof and, in the  case  of  each  Lender,
     taxes imposed on its overall net income and franchise taxes imposed
     on  it  by  the  jurisdiction of such Lender's  Applicable  Lending
     Office  or any political subdivision thereof (all such non-excluded
     taxes,  levies,  imposts,  deductions,  charges,  withholdings  and
     liabilities  being  hereinafter referred to as "Taxes");  provided,
     however,  that,  notwithstanding the  foregoing,  Taxes  shall  not
     include any taxes otherwise required to be deducted by the Borrower
     pursuant  to this subsection (a) as a result of activities  of  any
     Lender  or the Agent in the State of Iowa (other than as a  result,
     or  in  respect,  of  this Agreement).  If the  Borrower  shall  be
     required by law to deduct any Taxes from or in respect of  any  sum
     payable hereunder or under any other Loan Document to any Lender or
     the  Agent,  (i)  the  sum payable shall be  increased  as  may  be
     necessary  so that after making all required deductions  (including
     deductions applicable to additional sums payable under this Section
     2.16)  such  Lender or the Agent (as the case may be)  receives  an
     amount  equal  to  the  sum  it would have  received  had  no  such
     deductions  been made, (ii) the Borrower shall make such deductions
     and  (iii) the Borrower shall pay the full amount deducted  to  the
     relevant  taxation authority or other authority in accordance  with
     applicable law.
     
           (b)   In addition, the Borrower agrees to pay any present  or
     future  stamp or documentary taxes or any other excise or  property
     taxes, charges or similar levies which arise from any payment  made
     hereunder  or under any other Loan Document or from the  execution,
     delivery  or  registration of, or otherwise with respect  to,  this
     Agreement  or any other Loan Document (hereinafter referred  to  as
     "Other Taxes").
     
          (c)  The Borrower will indemnify each Lender and the Agent for
     the  full  amount  of  Taxes  or Other  Taxes  (including,  without
     limitation, any Taxes or Other Taxes imposed by any jurisdiction on
     amounts payable under this Section 2.16) paid by such Lender or the
     Agent  (as the case may be) and any liability (including penalties,
     interest  and expenses) arising therefrom or with respect  thereto,
     whether  or not such Taxes or Other Taxes were correctly or legally
     asserted.   This indemnification shall be made within 30 days  from
     the  date  such  Lender or the Agent (as the  case  may  be)  makes
     written  demand therefor.  Nothing herein shall preclude the  right
     of  the Borrower to contest any such Taxes or Other Taxes so  paid,
     and the Lenders in question or the Agent (as the case may be) will,
     following  notice  from,  and  at the  expense  of,  the  Borrower,
     reasonably  cooperate with the Borrower to preserve the  Borrower's
     rights to contest such Taxes or Other Taxes.
     
           (d)   Within 30 days after the date of any payment of  Taxes,
     the Borrower will furnish to the Agent, at its address referred  to
     in  Section  8.02, the original or a certified copy  of  a  receipt
     evidencing payment thereof.
     
           (e)   Each  Lender agrees that, on or prior to the date  upon
     which  it  shall  become a party hereto, and  upon  the  reasonable
     request from time to time of the Borrower or the Agent, such Lender
     will  deliver to the Borrower and the Agent either (i) a  statement
     that  it  is organized under the laws of a jurisdiction within  the
     United  States or (ii) duly completed copies of such form or  forms
     as  may  from  time  to  time be prescribed by  the  United  States
     Internal Revenue Service indicating that such Lender is entitled to
     receive  payments without deduction or withholding  of  any  United
     States  federal income taxes, as permitted by the Internal  Revenue
     Code  of  1986,  as  amended from time to time.  Each  Lender  that
     delivers  to the Borrower and the Agent the form or forms  referred
     to  in the preceding sentence further undertakes to deliver to  the
     Borrower  and  the Agent further copies of such form or  forms,  or
     successor applicable form or forms, as the case may be, as and when
     any  previous  form  filed by it hereunder shall  expire  or  shall
     become  incomplete  or  inaccurate in  any  respect.   Each  Lender
     represents and warrants that each such form supplied by it  to  the
     Agent  and  the Borrower pursuant to this subsection (e),  and  not
     superseded  by another form supplied by it, is or will be,  as  the
     case may be, complete and accurate.
     
           (f)   Any  Lender  claiming  any additional  amounts  payable
     pursuant   to  this  Section  2.16  shall  use  its  best   efforts
     (consistent  with  its  internal policy and  legal  and  regulatory
     restrictions) to change the jurisdiction of its Applicable  Lending
     Office if the making of such a change would avoid the need for,  or
     reduce  the  amount  of,  any  such additional  amounts  which  may
     thereafter accrue and would not, in the reasonable judgment of such
     Lender, be otherwise disadvantageous to such Lender.
     
           (g)  Without prejudice to the survival of any other agreement
     of  the  Borrower hereunder, the agreements and obligations of  the
     Borrower  contained in this Section 2.16 shall survive the  payment
     in full of principal and interest hereunder and under the Notes.
     
           SECTION 2.17.  Sharing of Payments, Etc.  If any Lender shall
     obtain  any  payment (whether voluntary, involuntary,  through  the
     exercise of any right of set-off, or otherwise) on account of the A
     Advances  made  by it (other than pursuant to Section  2.08,  2.13,
     2.16  or  8.04(b)) in excess of its ratable share  of  payments  on
     account of the A Advances obtained by all the Lenders, such  Lender
     shall forthwith purchase from the other Lenders such participations
     in  the  Advances made by them as shall be necessary to cause  such
     purchasing Lender to share the excess payment ratably with each  of
     them;  provided, however, that if all or any portion of such excess
     payment  is thereafter recovered from such purchasing Lender,  such
     purchase from each Lender shall be rescinded and such Lender  shall
     repay to the purchasing Lender the purchase price to the extent  of
     such  recovery,  together with an amount  equal  to  such  Lender's
     ratable  share  (according to the proportion of (i) the  amount  of
     such  Lender's  required  repayment to (ii)  the  total  amount  so
     recovered  from  the purchasing Lender) of any  interest  or  other
     amount  paid or payable by the purchasing Lender in respect of  the
     total amount so recovered.  The Borrower agrees that any Lender  so
     purchasing  a  participation from another Lender pursuant  to  this
     Section  2.17 may, to the fullest extent permitted by law, exercise
     all  its  rights of payment (including the right of  set-off)  with
     respect  to such participation as fully as if such Lender were  the
     direct   creditor   of  the  Borrower  in  the   amount   of   such
     participation.
     
          SECTION 2.18.  Extension of Termination Date.  (a) At least 30
     but  not  more than 60 days before each anniversary of the date  of
     this  Agreement,  the Borrower may, by delivering a written request
     to  the  Agent (each such request being irrevocable), request  that
     each  Lender extend for one year the Termination Date with  respect
     to  such Lender's Commitment.  The Agent shall, upon its receipt of
     such  a  request, promptly notify each Lender thereof, and  request
     that  each  Lender  promptly advise the Agent of  its  approval  or
     rejection of such request.
     
           (b)   Upon receipt of such notification from the Agent,  each
     Lender may (but shall not be required to), in its sole and absolute
     discretion,  agree to extend the Termination Date with  respect  to
     its  Commitment  for  a period of one year, and  shall  (should  it
     determine  to  do  so),  no  later  than  20  days  prior  to  such
     anniversary,  notify  the  Agent of its  approval  concerning  such
     request.  If any Lender shall not so notify the Agent, such  Lender
     shall  be deemed not to have consented to such request.  The  Agent
     shall thereupon notify the Borrower as to the Lenders, if any, that
     have consented to such request
     
           (c)    If  one  or more Lenders (the "Nonextending  Lenders")
     elects  not to extend (or fails to notify the Agent of its  consent
     to  extend)  its Commitment, the Borrower shall have the  right  to
     arrange  with  an Eligible Assignee acceptable to the Borrower  and
     the  Agent  to  assume all or a part of such Nonextending  Lender's
     obligations under this Agreement.  If there shall be no substituted
     Lender  or  Lenders  to assume the obligations  of  a  Nonextending
     Lender, then (i) the Commitment of such  Nonextending Lender  shall
     terminate on the Termination Date in effect immediately before such
     extension,  (ii)  the  Borrower  shall  repay  in  full   on   such
     Termination Date all Advances by such Nonextending Lender  and  all
     other  amounts  payable  to such  Nonextending  Lender  under  this
     Agreement,  and  (iii)  such  Nonextending  Lender  shall  not   be
     obligated to make any Advances the maturity date of which would  be
     later  than  such  Termination Date.  In such case  each  remaining
     Lender's  Percentage  for  the period of such  extension  shall  be
     changed  so  as  to  equal  that percentage  which  such  remaining
     Lender's  Commitment hereunder represents of the total  Commitments
     of all remaining Lenders who have agreed to such extension.  If the
     Agent  shall arrange with one or more Eligible Assignees to  assume
     all  or  part of the obligations of any  Nonextending Lender,  then
     such  Nonextending  Lender and such Eligible Assignee  or  Eligible
     Assignees  shall  execute  and  deliver  to  the  Agent,  for   its
     acceptance  and  recording in the Register,  a  Lender  Assignment,
     together with any Notes subject to such assignment.
     
                               ARTICLE III
                          CONDITIONS OF LENDING
     
            SECTION   3.01.   Conditions  Precedent  to  Closing.    The
     Commitments  of the Lenders shall not become effective  unless  the
     following  conditions  precedent shall have been  fulfilled  on  or
     prior  to  October  20, 1997 (or such later  Business  Day  as  the
     parties hereto may mutually agree):
     
                (a)   The Agent shall have received the following,  each
          dated   the  date  of  the  Closing,  in  form  and  substance
          satisfactory  to  the Lenders and (except for  the  Notes)  in
          sufficient copies for each Lender:
     
                     (i)  this Agreement, duly executed by the Borrower,
               each Bank and the Agent;
     
                     (ii)  the  A  Notes payable to  the  order  of  the
               Lenders, respectively, duly completed and executed by the
               Borrower;
     
                    (iii)     certified copies of the resolutions of the
               Board  of  Directors  of  the  Borrower  approving   this
               Agreement,  the  Notes and the other  Loan  Documents  to
               which  it  is, or is to be, a party, and of all documents
               evidencing other necessary corporate action with  respect
               to this Agreement, the Notes and such Loan Documents;
     
                     (iv)  certified  copies of the resolutions  of  the
               Board  of  Directors of the Parent approving the  Support
               Agreement and the other Loan Documents to which it is, or
               is  to  be, a party, together with a certificate  of  the
               Secretary  or  an  Assistant  Secretary  of  the   Parent
               certifying  that  attached thereto is a  listing  of  all
               credit facilities of the Borrower having the benefit of a
               guaranty  or  other support arrangement from the  Parent;
               and  copies  of all documents evidencing other  necessary
               corporate  action  with respect to the Support  Agreement
               and such Loan Documents;
     
                     (v)  a certificate of the Secretary or an Assistant
               Secretary  of  the Borrower certifying  the  names,  true
               signatures and incumbency of the officers of the Borrower
               authorized  to  sign this Agreement, the  Notes  and  the
               other  Loan  Documents to which it is, or  is  to  be,  a
               party;
     
                     (vi) a certificate of the Secretary or an Assistant
               Secretary  of  the  Parent  certifying  the  names,  true
               signatures  and incumbency of the officers of the  Parent
               authorized  to sign the Support Agreement and  the  other
               Loan Documents to which it is, or is to be, a party;
     
                    (vii)     copies of the Certificate of Incorporation
               (or  comparable  charter document)  and  by-laws  of  the
               Borrower, together with all amendments thereto, certified
               by  the  Secretary  or  an  Assistant  Secretary  of  the
               Borrower;
     
                    (viii)    copies of the Certificate of Incorporation
               (or  comparable  charter document)  and  by-laws  of  the
               Parent,  together with all amendments thereto,  certified
               by the Secretary or an Assistant Secretary of the Parent;
     
                    (ix) certified copies of all Governmental Approvals,
               if  any,  required  in  connection  with  the  execution,
               delivery and performance of this Agreement and the  other
               Loan Documents;
     
                     (x)   certified copies of the financial  statements
               referred to in Section 5(d) of the Support Agreement;
     
                     (xi)  the  Support Agreement duly executed  by  the
               Parent and the Borrower, together with (A) a letter  from
               the  Parent  to the Agent affirming that the Lenders  are
               "Lenders"  under  the Support Agreement  and  (B)  proper
               Financing  Statements (Form UCC-1 or UCC-3) to  be  filed
               under the Uniform Commercial Code in all jurisdictions as
               may  be  necessary  or,  in the  opinion  of  the  Agent,
               desirable  to perfect the security interests  created  by
               the Support Agreement;
     
                    (xii)     favorable opinions of:
     
                          (A)   Winthrop,  Stimson,  Putnam  &  Roberts,
                    special  New York counsel for the Borrower  and  the
                    Parent,   in  substantially  the  form  of   Exhibit
                    3.01(a)(xii)-1 and as to such other matters  as  the
                    Majority  Lenders, through the Agent, may reasonably
                    request;
     
                          (B)   Stephen  W. Southwick, Counsel  for  the
                    Borrower  &  Vice  President,  General  Counsel  and
                    Secretary of the Parent, in substantially  the  form
                    of  Exhibit  3.01(a)(xii)-2 and  as  to  such  other
                    matters as the Majority Lenders, through the  Agent,
                    may reasonably request;
     
                          (C)  King & Spalding, special New York counsel
                    to  the  Agent, in substantially the form of Exhibit
                    3.01(a)(xii)-3 and as to such other matters  as  the
                    Majority  Lenders, through the Agent, may reasonably
                    request; and
     
                      (xiii)     such  other  approvals,  opinions   and
               documents   as  any  Lender,  through  the   Agent,   may
               reasonably request.
     
                (b)   The following statements shall be true and correct
          and  the  Agent shall have received a certificate  of  a  duly
          authorized  officer of the Borrower, dated  the  date  of  the
          Closing  and  in  sufficient copies for each  Lender,  stating
          that:
     
                    (i)  the representations and warranties set forth in
               Section  4.01 of this Agreement are true and  correct  on
               and  as of the date of the Closing as though made on  and
               as of such date, and
     
                     (ii)  no event has occurred and is continuing  that
               constitutes an Unmatured Default or an Event of Default.
     
                (c)   The  Agent shall have received a certificate  (the
          statements  in  which  shall be true)  of  a  duly  authorized
          officer  of the Parent, dated the date of the Closing  and  in
          sufficient   copies  for  each  Lender,   stating   that   the
          representations and warranties set forth in Section 5  of  the
          Support  Agreement are true and correct on and as of the  date
          of the Closing as though made on and as of such date.
     
                (d)  The Borrower shall have paid (i) all fees under  or
          referenced in Section 2.04 hereof, to the extent then due  and
          payable,  and  (ii)  all  costs  and  expenses  of  the  Agent
          (including  counsel fees and disbursements)  incurred  through
          (and  for  which statements have been provided prior  to)  the
          Closing.
     
                (e)  The Borrower shall have executed and delivered  the
          Other  Credit Agreement and the "Loan Documents"  referred  to
          therein,  and  all conditions precedent set forth  in  Section
          3.01 thereof shall have been satisfied.
     
                (f)   The Borrower shall have terminated the commitments
          under  the  Existing  Facility, and all  amounts  accrued  and
          outstanding thereunder (whether for principal, interest,  fees
          or other amounts) shall have been paid in full.
     
           SECTION 3.02.  Conditions Precedent to Each A Borrowing.  The
     obligation  of each Lender to make an A Advance on the occasion  of
     each  A  Borrowing  (including the initial A  Borrowing)  shall  be
     subject  to the conditions precedent that, on the date  of  such  A
     Borrowing,
     
                (a)   the following statements shall be true and correct
          (and  each  of  the  giving  of the  applicable  Notice  of  A
          Borrowing  and the acceptance by the Borrower of the  proceeds
          therefrom  shall constitute a representation and  warranty  by
          the  Borrower  that,  on the date of such  A  Borrowing,  such
          statements are true and correct):
     
                    (i)  the representations and warranties contained in
               Section  4.01  and in Section 5 of the Support  Agreement
               are  true  and correct on and as of the date  of  such  A
               Borrowing,  before  and  after  giving  effect   to   the
               application of the proceeds therefrom, as though made  on
               and as of such date; and
     
                     (ii)  no  event has occurred and is continuing,  or
               would   result  from  such  A  Borrowing  or   from   the
               application  of the proceeds therefrom, which constitutes
               an Event of Default or an Unmatured Default; and
     
                (b)  the Agent shall have received such other approvals,
          opinions,  or documents as the Agent, or the Majority  Lenders
          through the Agent, may reasonably request, and such approvals,
          opinions,  and  documents shall be satisfactory  in  form  and
          substance to the Agent.
     
           SECTION 3.03. Conditions Precedent to Each B Borrowing.   The
     obligation of each Lender to make a B Advance on the occasion of  a
     B Borrowing (including the initial B Borrowing) shall be subject to
     the conditions precedent that (a) the Agent shall have received the
     written  confirmatory Notice of B Borrowing with  respect  thereto;
     (b) on or before the date of such B Borrowing, but prior to such  B
     Borrowing,  the Agent shall have received a B Note payable  to  the
     order  of such Lender for each of the one or more B Advances to  be
     made  by  such Lender as part of such B Borrowing, in  a  principal
     amount  equal  to  the  principal amount of the  B  Advance  to  be
     evidenced thereby and otherwise on such terms as were agreed to for
     such B Advance in accordance with Section 2.03; (c) on the date  of
     such B Borrowing the following statements shall be true and correct
     (and each of the giving of the applicable Notice of B Borrowing and
     the  acceptance  by  the Borrower of the proceeds  therefrom  shall
     constitute a representation and warranty by the Borrower  that,  on
     the  date  of  such  B  Borrowing, such  statements  are  true  and
     correct):

                    (i)  the representations and warranties contained in
          Section  4.01  and in Section 5 of the Support  Agreement  are
          true  and  correct on and as of the date of such B  Borrowing,
          before and after giving effect to such B Borrowing and to  the
          application of the proceeds therefrom, as though made  on  and
          as of such date; and
     
                     (ii)  no  event has occurred and is continuing,  or
          would result from such B Borrowing or from the application  of
          the  proceeds therefrom, which constitutes an Event of Default
          or an Unmatured Default; and
     
     (d)  the  Agent shall have received such other approvals, opinions,
     or  documents  as  the Agent, or the Majority Lenders  through  the
     Agent,  may  reasonably request, and such approvals, opinions,  and
     documents shall be satisfactory in form and substance to the Agent.
     
           SECTION 3.04.  Reliance on Certificates.  The Lenders and the
     Agent  shall be entitled to rely conclusively upon the certificates
     delivered  from  time to time by officers of the Borrower  and  the
     Parent as to the names, incumbency, authority and signatures of the
     respective Persons named therein until such time as the  Agent  may
     receive a replacement certificate, in form acceptable to the Agent,
     from  an  officer of such Person identified to the Agent as  having
     authority to deliver such certificate, setting forth the names  and
     true  signatures of the officers and other representatives of  such
     Person thereafter authorized to act on behalf of such Person.
     
     
                               ARTICLE IV
                     REPRESENTATIONS AND WARRANTIES
     
                SECTION  4.01.   Representations and Warranties  of  the
     Borrower.  The Borrower represents and warrants as follows:
     
                (a)   The  Borrower  and each of its Subsidiaries  is  a
     corporation  duly organized, validly existing and in good  standing
     under the laws of the jurisdiction of its incorporation and is duly
     qualified to do business in, and is in good standing in, all  other
     jurisdictions  where the nature of its business or  the  nature  of
     property  owned  or  used by it makes such qualification  necessary
     (except  where the failure to so qualify would not have a  material
     adverse  affect  on the business, financial condition,  operations,
     results  of  operations  or  prospects  of  the  Borrower  and  its
     Subsidiaries, taken as a whole).
     
                (b)   The  execution, delivery and  performance  by  the
     Borrower  of this Agreement, the Notes and the other Loan Documents
     to  which  it  is  or  will be a party are  within  the  Borrower's
     corporate  powers,  have  been  duly authorized  by  all  necessary
     corporate  action,  and  do not and will  not  contravene  (i)  the
     Borrower's  charter  or by-laws, (ii) law, or (iii)  any  legal  or
     contractual  restriction binding on or affecting the Borrower;  and
     such execution, delivery and performance do not and will not result
     in  or require the creation of any Lien (other than pursuant to the
     Loan Documents) upon or with respect to any of its properties.
     
                (c)   No Governmental Approval is required in connection
     with the execution, delivery or performance of any Loan Document.
     
                (d)  This Agreement is, and each other Loan Document  to
     which  the  Borrower  will be a party when executed  and  delivered
     hereunder  will  be,  legal, valid and binding obligations  of  the
     Borrower enforceable against the Borrower in accordance with  their
     respective terms, subject to the qualifications, however, that  the
     enforcement  of  the  rights and remedies  herein  and  therein  is
     subject to bankruptcy and other similar laws of general application
     affecting  rights and remedies of creditors and that the remedy  of
     specific  performance or of injunctive relief  is  subject  to  the
     discretion  of the court before which any proceedings therefor  may
     be brought.
     
                (e)  Since December 31, 1996, there has been no material
     adverse  change  in the business, financial condition,  operations,
     results  of  operations  or  prospects  of  the  Borrower  and  its
     Subsidiaries,  taken  as a whole, or in the Borrower's  ability  to
     perform  its  obligations under this Agreement or  any  other  Loan
     Document to which it is or will be a party.
     
               (f)  The unaudited consolidated and consolidating balance
     sheets  of  the  Borrower and its Subsidiaries as at  December  31,
     1996,  and  the  related unaudited consolidated  and  consolidating
     statements of income of the Borrower and its Subsidiaries  for  the
     fiscal  year  then  ended,  and  the  unaudited  consolidated   and
     consolidating  balance sheets of the Borrower and its  Subsidiaries
     as  at  June  30,  1997 and the related unaudited consolidated  and
     consolidating  statements of income for the six-month  period  then
     ended,  copies of each of which have been furnished to  each  Bank,
     fairly  present  (subject, in the case of such balance  sheets  and
     statements  of income for the six months ended June  30,  1997,  to
     year-end adjustments) the consolidated financial condition  of  the
     Borrower and its Subsidiaries as at such dates and the consolidated
     results of operations of the Borrower and its Subsidiaries for  the
     periods  ended  on such dates, all in accordance, in  all  material
     respects,    with   generally   accepted   accounting    principles
     consistently applied.
     
                (g)   Except as disclosed in the Parent's Report on Form
     10-K  for the year ended December 31, 1996 and Report on Form  10-Q
     for  the  period  ended  June 30, 1997,  there  is  no  pending  or
     threatened action or proceeding affecting the Borrower  or  any  of
     its  Subsidiaries  or  properties before  any  court,  governmental
     agency  or  arbitrator,  that  might  reasonably  be  expected   to
     materially  adversely affect (i) the business, financial condition,
     results  of  operations  or  prospects  of  the  Borrower  and  its
     Subsidiaries, taken as a whole, or (ii) the ability of the Borrower
     to  perform its obligations under this Agreement or any other  Loan
     Document  to  which the Borrower or the Parent is or  is  to  be  a
     party;  and since June 30, 1997 there have been no material adverse
     developments in any action or proceeding so disclosed.
     
                (h)   No  ERISA  Event  has occurred  or  is  reasonably
     expected to occur with respect to any Plan of the Borrower  or  any
     of  its ERISA Affiliates which would result in a material liability
     to  the  Borrower.   Since the date of the most recent  Schedule  B
     (Actuarial Information) to the annual report of Plans maintained by
     the Borrower (Form 5500 Series), if any, there has been no material
     adverse  change  in  the funding status of the  Plans  referred  to
     therein  and no "prohibited transaction" has occurred with  respect
     thereto  which  is  reasonably expected to  result  in  a  material
     liability  to the Borrower.  Neither the Borrower nor  any  of  its
     ERISA  Affiliates has incurred nor reasonably expects to incur  any
     material  withdrawal  liability under ERISA  to  any  Multiemployer
     Plan.
     
                (i)   Each  of  the  Support Agreement  and  the  Merger
     Agreement is in full force and effect without having been  amended,
     modified,  waived or terminated in any manner, except in each  case
     in accordance with the terms thereof.
     
                (j)   The  Borrower has filed all tax returns  (Federal,
     state  and  local) required to be filed and paid  all  taxes  shown
     thereon  to  be due, including interest and penalties, or,  to  the
     extent  the  Borrower is contesting in good faith an  assertion  of
     liability based on such returns, has provided adequate reserves for
     payment  thereof  in accordance with generally accepted  accounting
     principles.
     
                (k)   Following  application of  the  proceeds  of  each
     Advance, not more than 25 percent of the value of the assets of the
     Borrower  and  its  Subsidiaries on a consolidated  basis  will  be
     margin  stock  (within the meaning of Regulation U  issued  by  the
     Board of Governors of the Federal Reserve System).
     
                (l)   The Borrower is not an "investment company"  or  a
     company "controlled" by an "investment company", within the meaning
     of the Investment Company Act of 1940, as amended.
     
                (m)   As  of  the  date hereof, the Borrower  is  not  a
     "holding company" within the meaning of PUHCA.
     
               (n)  From and after the date upon which, and at all times
     during   which,  any  Subsidiary  of  the  Borrower  shall   be   a
     "public-utility company" within the meaning of PUHCA, the  Borrower
     will  be  a "holding company" within the meaning of PUHCA, but  the
     Borrower and its Subsidiaries will be exempt from the provisions of
     that Act, except Section 9(a)(2) thereof, by virtue of having filed
     with  the Securities and Exchange Commission a Statement by Holding
     Company  Claiming Exemption Under Rule U-2 from the  Provisions  of
     the Public Utility Holding Company Act of 1935 on Form U-3A-2.
     
     
                                ARTICLE V
                        COVENANTS OF THE BORROWER
     
                SECTION  5.01.  Affirmative Covenants.  So long  as  any
     amount  in  respect of any Note shall remain unpaid or  any  Lender
     shall  have any Commitment, the Borrower will, unless the  Majority
     Lenders shall otherwise consent in writing:
     
               (a)  Payment of Taxes, Etc.  Pay and discharge, and cause
     each  of  its  Subsidiaries to pay and discharge, before  the  same
     shall  become  delinquent, all taxes, assessments and  governmental
     charges,  royalties or levies imposed upon it or upon its  property
     except,  in the case of taxes, to the extent the Borrower  or  such
     Subsidiary  is contesting the same in good faith and by appropriate
     proceedings  and  has set aside adequate reserves for  the  payment
     thereof   in   accordance   with  generally   accepted   accounting
     principles.
     
                (b)  Maintenance of Insurance.  Maintain, or cause to be
     maintained,  insurance  covering  the  Borrower  and  each  of  its
     Subsidiaries and their respective properties in effect at all times
     in  such  amounts and covering such risks as is usually carried  by
     companies of a similar size (based on the aggregate book  value  of
     the  Parent's  assets,  as determined on a  consolidated  basis  in
     accordance    with   generally   accepted   accounting   principles
     consistently  applied), engaged in similar  businesses  and  owning
     similar  properties in the same general geographical area in  which
     the  Borrower  and  each  such  Subsidiary  operates,  either  with
     reputable  insurance  companies  or,  in  whole  or  in  part,   by
     establishing reserves of one or more insurance funds, either  alone
     or with other corporations or associations.
     
                (c)   Preservation  of  Existence,  Etc.   Preserve  and
     maintain,  and  cause  each  of its Subsidiaries  to  preserve  and
     maintain,  its corporate existence, material rights (statutory  and
     otherwise)  and  franchises; provided, however,  that  neither  the
     Borrower  nor any of its Subsidiaries shall be required to preserve
     and  maintain  any such right or franchise, and no such  Subsidiary
     shall be required to preserve and maintain its corporate existence,
     unless the failure to do so would have a material adverse effect on
     the   business,   financial  condition,  operations,   results   of
     operations or prospects of the Borrower and its Subsidiaries, taken
     as a whole, or on the Borrower's ability to perform its obligations
     under  this Agreement or any other Loan Document to which it is  or
     will be a party.
     
                (d)   Compliance with Laws, Etc.  Comply, and cause each
     of  its  Subsidiaries  to  comply, with  the  requirements  of  all
     applicable  laws, rules, regulations and orders of any governmental
     authority,  including  without limitation  any  such  laws,  rules,
     regulations   and   orders   relating  to   zoning,   environmental
     protection,  use  and disposal of Hazardous Substances,  land  use,
     ERISA,  construction and building restrictions, and employee safety
     and   health   matters   relating  to  business   operations,   the
     non-compliance with which would have a material adverse  effect  on
     the   business,   financial  condition,  operations,   results   of
     operations or prospects of the Borrower and its Subsidiaries, taken
     as a whole, or on the Borrower's ability to perform its obligations
     under  this Agreement or any other Loan Document to which it is  or
     will be a party.
     
                (e)   Inspection Rights.  At any time and from  time  to
     time  upon reasonable notice, permit or arrange for the Agent,  the
     Lenders  and their respective agents and representatives to examine
     and  make  copies of and abstracts from the records  and  books  of
     account  of,  and the properties of, the Borrower and each  of  its
     Subsidiaries, and to discuss the affairs, finances and accounts  of
     the  Borrower  and  its  Subsidiaries with  the  Borrower  and  its
     Subsidiaries   and   their  respective  officers,   directors   and
     accountants.

                (f)  Keeping of Books.  Keep, and cause its Subsidiaries
     to  keep,  proper records and books of account, in which  full  and
     correct entries shall be made of all financial transactions of  the
     Borrower  and its Subsidiaries and the assets and business  of  the
     Borrower   and  its  Subsidiaries,  in  accordance  with  generally
     accepted accounting principles consistently applied.
     
               (g)  Maintenance of Properties, Etc.  Maintain, and cause
     each of its Subsidiaries to maintain, good and marketable title to,
     and   preserve,  maintain,  develop,  and  operate  in  substantial
     conformity with all laws and material contractual obligations,  all
     of  its  properties which are used or useful in the conduct of  its
     business  in  good working order and condition, ordinary  wear  and
     tear  excepted, except where the failure to do so would not have  a
     material  adverse  effect  on  the business,  financial  condition,
     operations, results of operations or prospects of the Borrower  and
     its Subsidiaries, taken as a whole, or on the Borrower's ability to
     perform  its  obligations under this Agreement or  any  other  Loan
     Document to which it is or will be a party.
     
               (h)  Reporting Requirements.  Furnish to each Lender:
     
                     (i)   as  soon as possible and in any event  within
          five  Business  Days after the occurrence  of  each  Unmatured
          Default  or  Event of Default continuing on the date  of  such
          statement,  a statement of a Senior Financial Officer  setting
          forth  details of such Unmatured Default or Event  of  Default
          and the action that the Borrower proposes to take with respect
          thereto;
     
                    (ii) as soon as available and in any event within 60
          days after the end of each of the first three quarters of each
          fiscal  year of the Borrower, a consolidated balance sheet  of
          the  Borrower  and  its Subsidiaries as at  the  end  of  such
          quarter   and  consolidated  statements  of  income,  retained
          earnings  and  cash flows of the Borrower and its Subsidiaries
          for  the  period commencing at the end of the previous  fiscal
          year  and  ending  with  the  end  of  such  quarter,  all  in
          reasonable  detail  and duly certified  (subject  to  year-end
          audit  adjustments) by a Senior Financial  Officer  as  having
          been  prepared  in accordance (in all material respects)  with
          generally accepted accounting principles consistent with those
          applied   in  the  preparation  of  the  financial  statements
          referred to in Section 5(d) of the Support Agreement, together
          with  a  certificate of said officer stating that no Unmatured
          Default or Event of Default has occurred and is continuing or,
          if  an Unmatured Default or Event of Default has occurred  and
          is  continuing, a statement as to the nature thereof  and  the
          action  that  the  Borrower  proposes  to  take  with  respect
          thereto;
     
                     (iii)      as  soon as available and in  any  event
          within  120  days  after the end of each fiscal  year  of  the
          Borrower,  a  copy of the consolidated balance  sheet  of  the
          Borrower  and  its Subsidiaries as at the end of  such  fiscal
          year  and consolidated statements of income, retained earnings
          and  cash flows of the Borrower and its Subsidiaries for  such
          fiscal  year, in each case (x) accompanied by the audit report
          of  Arthur  Andersen  &  Co. or another  nationally-recognized
          independent public accounting firm acceptable to the  Majority
          Lenders  if at any time during such fiscal year the  Reference
          Ratings  were Baa2 or lower (in the case of Moody's) or BBB or
          lower  (in  the case of S&P) or (y) in reasonable  detail  and
          duly  certified by a Senior Financial Officer as  having  been
          prepared  in  accordance  (in  all  material  respects)   with
          generally accepted accounting principles consistent with those
          applied   in  the  preparation  of  the  financial  statements
          referred to in Section 5(d) of the Support Agreement, together
          with  a certificate of a Senior Financial Officer stating that
          no  Unmatured Default or Event of Default has occurred and  is
          continuing or, if an Unmatured Default or Event of Default has
          occurred  and  is  continuing, a statement as  to  the  nature
          thereof and the action that the Borrower proposes to take with
          respect thereto;
     
                    (iv) as soon as possible and in any event (A) within
          30  days after any ERISA Event described in clause (i) of  the
          definition  of  ERISA Event with respect to any  Plan  of  the
          Borrower  or any ERISA Affiliate of the Borrower has  occurred
          and  (B)  within  10  days after any other  ERISA  Event  with
          respect to any Plan of the Borrower or any ERISA Affiliate  of
          the  Borrower has occurred, a statement of a Senior  Financial
          Officer  describing such ERISA Event and the action,  if  any,
          which  the Borrower or such ERISA Affiliate proposes  to  take
          with respect thereto;
     
                     (v)  promptly after receipt thereof by the Borrower
          or  any  of its ERISA Affiliates from the PBGC copies of  each
          notice received by the Borrower or such ERISA Affiliate of the
          PBGC's intention to terminate any Plan of the Borrower or such
          ERISA  Affiliate or to have a trustee appointed to  administer
          any such Plan;
     
                     (vi) promptly and in any event within 30 days after
          the  filing thereof with the Internal Revenue Service,  copies
          of  each  Schedule  B (Actuarial Information)  to  the  annual
          report  (Form 5500 Series) with respect to each Plan (if  any)
          to  which  the Borrower or any ERISA Affiliate of the Borrower
          is a contributing employer;
     
                     (vii)      promptly after receipt  thereof  by  the
          Borrower  or  any  ERISA  Affiliate of  the  Borrower  from  a
          Multiemployer Plan sponsor, a copy of each notice received  by
          the Borrower or such ERISA Affiliate concerning the imposition
          or  amount  of withdrawal liability in an aggregate  principal
          amount of at least $250,000 pursuant to Section 4202 of  ERISA
          in  respect  of which the Borrower or such ERISA Affiliate  is
          reasonably expected to be liable;
     
                     (viii)    promptly after the Borrower becomes aware
          of  the  occurrence  thereof, notice of  all  actions,  suits,
          proceedings  or other events of (A) of the type  described  in
          Section  4.01(g) or (B) for which the Agent, the Lenders  will
          be entitled to indemnity under Section 8.04(c);
     
                     (ix)  promptly after the sending or filing thereof,
          copies of all such proxy statements, financial statements, and
          reports  which  the  Borrower sends  to  its  public  security
          holders  (if  any),  and copies of all regular,  periodic  and
          special  reports, and all registration statements and periodic
          or  special reports, if any, which the Borrower or the  Parent
          files  with  the  Securities and Exchange  Commission  or  any
          governmental  authority which may be substituted therefor,  or
          with any national securities exchange; and
     
                      (x)    promptly   after  requested,   such   other
          information  respecting the business, properties,  results  of
          operations,  prospects,  revenues,  condition  or  operations,
          financial  or  otherwise,  of  the  Borrower  or  any  of  its
          Subsidiaries as the Agent or any Lender through the Agent  may
          from time to time reasonably request.
     
                (i)   Use of Proceeds.  Use the proceeds of the Advances
     hereunder solely for the Borrower's general corporate purposes, and
     not to finance any "hostile" or "unfriendly" acquisition.
     
               (j)  Merger Agreement; Support Agreement.   Comply in all
     material  respects with its obligations under the Merger  Agreement
     and the Support Agreement.
     
               (k)  Further Assurances.  At the expense of the Borrower,
     promptly execute and deliver, or cause to be promptly executed  and
     delivered,  all  further instruments and documents,  and  take  and
     cause  to  be  taken all further actions, that may be necessary  or
     that  the Majority Lenders through the Agent may reasonably request
     to  enable  the  Lenders  and the Agent to enforce  the  terms  and
     provisions  of  this  Agreement and to exercise  their  rights  and
     remedies  hereunder or under any other Loan Document.  In addition,
     the  Borrower  will  use  all reasonable  efforts  to  duly  obtain
     Governmental  Approvals  required  in  connection  with  the   Loan
     Documents  from time to time on or prior to such date as  the  same
     may  become legally required, and thereafter to maintain  all  such
     Governmental Approvals in full force and effect.
     
           SECTION 5.02.  Negative Covenants.  So long as any amount  in
     respect  of  any Note shall remain unpaid or any Lender shall  have
     any  Commitment, the Borrower will not, without the written consent
     of the Majority Lenders:
     
                (a)   Liens, Etc.  Create, incur, assume, or  suffer  to
     exist,  or permit any of its Subsidiaries to create, incur, assume,
     or suffer to exist, any lien, security interest, or other charge or
     encumbrance  (including the lien or retained security  title  of  a
     conditional  vendor) of any kind, or any other type of  arrangement
     intended  or  having the effect of conferring  upon  a  creditor  a
     preferential interest upon or with respect to any of its properties
     of  any character (including, without limitation, accounts) (any of
     the  foregoing  being  referred to herein as a "Lien"),  excluding,
     however, from the operation of the foregoing restrictions the Liens
     created under the Loan Documents and the following:
     
               (i)  Liens for taxes, assessments or governmental charges
          or levies to the extent not past due;
     
              (ii)  Liens  imposed  by  law,  such  as  materialmen's,
          mechanics',  carriers', workmen's and  repairmen's  liens  and
          other similar Liens arising in the ordinary course of business
          securing obligations which are not overdue or which are  being
          contested in good faith, provided that any such contested Lien
          securing  an amount claimed in excess of $1,000,000  shall  be
          fully bonded within 90 days after the imposition of such Lien;
          
              (iii)  pledges or deposits to secure obligations under
          workmen's compensation laws or similar legislation, to  secure
          public  or  statutory  obligations of  the  Borrower  or  such
          Subsidiary, or to secure the utility obligations of  any  such
          Subsidiary incurred in the ordinary course of business;
     
                (iv)  (A)  purchase money Liens upon or in property  now
          owned  or  hereafter acquired by the Borrower or  any  of  its
          Subsidiaries  in  the ordinary course of business  (consistent
          with  present practices) to secure (1) the purchase  price  of
          such  property or (2) Debt incurred solely for the purpose  of
          financing the acquisition, construction or improvement of  any
          such  property  to  be  subject to such Liens,  or  (B)  Liens
          existing  on any such property at the time of acquisition,  or
          extensions,  renewals or replacements of any of the  foregoing
          for  the  same or a lesser amount, provided that no such  Lien
          shall  extend to or cover any property other than the property
          being  acquired,  constructed or  improved  and  replacements,
          modifications  and  proceeds of such  property,  and  no  such
          extension, renewal or replacement shall extend to or cover any
          property  not theretofore subject to the Lien being  extended,
          renewed or replaced;
     
                (v)  Liens on the capital stock of any of the Borrower's
          single-purpose Subsidiaries or any such Subsidiary's assets to
          secure the repayment of project financing or Nonrecourse  Debt
          for such Subsidiary;
     
                (vi) attachment, judgment or other similar Liens arising
          in  connection  with  court  proceedings,  provided  that  the
          execution  or  other enforcement of such Liens is  effectively
          stayed  and  the  claims secured thereby  are  being  actively
          contested  in  good  faith by appropriate proceedings  or  the
          payment  of  which  is covered in full (subject  to  customary
          deductible  amounts) by insurance maintained with  responsible
          insurance  companies and the applicable insurance company  has
          acknowledged its liability therefor in writing;
     
                (vii)      Liens  securing obligations under  agreements
          entered into pursuant to the Iowa Industrial New Jobs Training
          Act  or  any  similar or successor legislation, provided  that
          such obligations do not exceed $1,000,000 in the aggregate  at
          any one time outstanding; and
     
                (viii)     other Liens set forth in Schedule II  hereto,
          and  any extensions or renewals of any such Liens upon  or  in
          the same property theretofore subject thereto.
     
                (b)   Debt.    (i) Create, incur, assume, or  suffer  to
     exist any Debt other than:
     
                     (A)   Debt  hereunder  and  under  the  other  Loan
               Documents;  and
     
                     (B)  other Debt of the Borrower; provided, however,
               that both immediately before and after the incurrence  of
               any  such  other Debt, the Parent shall be in  compliance
               with  the  covenant  set forth in  Section  2(a)  of  the
               Support Agreement.
     
                (ii)  Permit  any of its Subsidiaries to create,  incur,
          assume, or suffer to exist any Debt other than:
     
                     (A)  Debt of any Person acquired by the Borrower or
               any  such  Subsidiary (whether by merger, stock or  asset
               purchase,   or   otherwise)  that  was  in   effect   and
               outstanding at the time of acquisition;
     
                     (B)   Debt  owing  by any such  Subsidiary  to  the
               Borrower or to any other such Subsidiary;
     
                    (C)  Debt of such Subsidiaries under working capital
               lines  and  with respect to Capitalized Lease Obligations
               not to exceed $5,000,000 in the aggregate at any one time
               outstanding (such dollar limitation to apply to the  Debt
               of  any  Persons  acquired by and merged  into  any  such
               Subsidiary to the extent of any surviving working capital
               lines  and  Capitalized  Lease Obligations  of  any  such
               Person which shall survive such acquisition and merger);
     
                     (D)   Debt  secured by Liens permitted  by  Section
               5.02(a)(iv) and (v), including Nonrecourse Debt;
     
                     (E)  Debt under agreements entered into pursuant to
               the  Iowa Industrial New Jobs Training Act or any similar
               or  successor legislation, provided that such  Debt  does
               not  exceed $1,000,000 in the aggregate at any  one  time
               outstanding; and
     
                    (F)  other Debt set forth in Schedule III hereto;
     
     provided,  however,  that both immediately  before  and  after  the
     incurrence of any Debt described in clauses (A), (B), (C), (D)  and
     (E),  above, or any Debt listed in Schedule III as proposed  to  be
     incurred  following  the consummation of the  Merger,   the  Parent
     shall be in compliance with the covenant set forth in Section  2(a)
     of the Support Agreement.
     
                (c)   Compliance with ERISA.   (i) Permit to  exist  any
     "accumulated funding deficiency" (as defined in Section  412(a)  of
     the  Internal Revenue Code of 1986, as amended from time  to  time)
     (unless  such deficiency exists with respect to a Multiple Employer
     Plan or Multiemployer Plan and the Borrower has no control over the
     reduction  or  elimination of such deficiency), (ii) terminate,  or
     permit  any ERISA Affiliate of the Borrower to terminate, any  Plan
     of  the  Borrower or such ERISA Affiliate so as to  result  in  any
     material (in the opinion of the Majority Lenders) liability of  the
     Borrower  to  the PBGC, or (iii) permit to exist any occurrence  of
     any  Reportable  Event (as defined in Title IV of  ERISA),  or  any
     other event or condition, which presents a material (in the opinion
     of  the Majority Lenders) risk of such a termination by the PBGC of
     any  Plan  of  the  Borrower or such ERISA  Affiliate  and  such  a
     material liability to the Borrower.
     
               (d)  Transactions with Affiliates.  Enter into, or permit
     any  of  its  Subsidiaries to enter into, any transaction  with  an
     Affiliate of the Borrower, unless such transaction is on  terms  no
     less favorable to the Borrower or such Subsidiary, as the case  may
     be, than if the transaction had been negotiated in good faith on an
     arm's length basis with a Person which was not an Affiliate of  the
     Borrower.
     
                 (e)   Mergers,  Etc.    (i)   Merge  with  or  into  or
     consolidate with or into any other Person, except pursuant  to  and
     in  accordance with the provisions of the Merger Agreement and then
     only if, contemporaneously with the consummation of the Merger, the
     surviving corporation: (A) expressly assumes in a writing delivered
     to  the Agent (with sufficient copies for each Lender) the due  and
     punctual  performance and observance of all of the  obligations  of
     the  Borrower  under or in respect of the Loan  Documents  and  the
     Other  Credit  Agreement  and  (B)  delivers  to  the  Agent  (with
     sufficient copies for each Lender) an opinion of counsel,  in  form
     and  substance  satisfactory to the Agent, as to the enforceability
     of  the obligations set forth in such writing and the obtaining  of
     all  Governmental Approvals necessary for the performance  of  such
     obligations by such surviving corporation and such other matters as
     the  Agent  may reasonably request.  Notwithstanding the foregoing,
     the  Borrower  may also merge with or into or consolidate  with  or
     into  any of the Parent's Subsidiaries or the Parent, provided that
     immediately  after giving effect thereto, (W) no event shall  occur
     and  be  continuing which constitutes an Unmatured  Default  or  an
     Event of Default, (X) the Borrower is the surviving corporation or,
     with respect to any merger or consolidation of the Borrower with or
     into  the  Parent, the surviving (if not the Borrower) or resulting
     corporation  shall  have expressly assumed the obligations  of  the
     Borrower  under  this  Agreement, the  Notes  and  the  other  Loan
     Documents to which the Borrower is a party, (Y) the Parent  (unless
     it   shall  be  the  surviving  corporation)  shall  reaffirm   its
     obligations  to  the surviving or resulting corporation  under  the
     Support  Agreement and (Z) the Borrower shall not  be  liable  with
     respect to any Debt or allow its property to be subject to any Lien
     which  it  could  not become liable with respect to  or  allow  its
     property  to  become subject to under this Agreement or  any  other
     Loan Document on the date of such transaction; and
     
           (ii)  permit any of its Subsidiaries to merge with or into or
     consolidate  with or into any other Person, except  that  any  such
     Subsidiary  may merge with or into any other Person, provided  that
     immediately   after  giving  effect  thereto,  (A)  the   surviving
     corporation  is  a Subsidiary of the Borrower, (B) no  event  shall
     occur  and be continuing which constitutes an Unmatured Default  or
     an Event of Default and (C) the Borrower or any of its Subsidiaries
     shall  not be liable with respect to any Debt or allow its property
     to  be  subject to any Lien which it could not become  liable  with
     respect  to  or allow its property to become subject to under  this
     Agreement  or  any  other  Loan  Document  on  the  date  of   such
     transaction.
     
                (f)   Sales,  Etc., of Assets.  Sell,  lease,  transfer,
     assign  or otherwise dispose of all or any substantial part of  its
     assets, or permit any of its Subsidiaries to sell, lease, transfer,
     assign  or otherwise dispose of all or any substantial part of  its
     assets,  except  (i) sales, leases, transfers and assignments  from
     one  Subsidiary  of the Borrower to another such  Subsidiary,  (ii)
     prior  to  the consummation of the Merger, sales, leases, transfers
     and  assignments  of assets having a book value not  in  excess  of
     $10,000,000  in  the  aggregate and sales,  leases,  transfers  and
     assignments of  worn out or obsolete equipment no longer  used  and
     useful in the business of the Borrower and its Subsidiaries,  (iii)
     following  the  consummation of the Merger, in any  transaction  in
     which  the proceeds from such sale, lease, transfer, assignment  or
     disposition  are  solely  in  Cash and Cash  Equivalents  and  such
     proceeds are  (A) reinvested, or held for no more than 180 days  in
     Cash  and  Cash  Equivalents  pending  reinvestment,  in  lines  of
     business (other than real estate) in which the Borrower or  any  of
     its  Subsidiaries  is engaged in at the time of  the  Closing,  (B)
     applied  as  a  reduction  of  the Commitments  and  prepayment  of
     Advances  pursuant to Sections 2.05, 2.11 and 2.12, or (C)  applied
     to  pay  or  prepay  Debt  incurred by the  Borrower  or  any  such
     Subsidiary  in connection with the project comprising such  assets,
     or (iv) in connection with a sale and leaseback transaction entered
     into  by  any  Subsidiary of the Borrower  and  (v)  following  the
     consummation   of   the  Merger,  sales,  leases,   transfers   and
     assignments  of other assets having a book value not in  excess  of
     $20,000,000 in the aggregate during any 12-calendar-month period in
     any  single  or  series  of transactions, whether  or  not  related
     and  sales,  leases,  transfers and assignments  of   worn  out  or
     obsolete equipment no longer used and useful in the business of the
     Borrower  and  its  Subsidiaries;  provided in each  case  that  no
     Unmatured  Default or Event of Default shall have occurred  and  be
     continuing  after  giving  effect  thereto;  and  provided  further
     however, that prior to the consummation of the Merger, the Borrower
     shall  in  no  event sell, lease, transfer, or assign  any  of  the
     McLeodUSA Stock or grant any interest therein to any other person.
     
                (g)  Modification of Support Agreement.  Agree to amend,
     modify, terminate, or waive any provision of the Support Agreement.
     
                (h)  Letter of Credit Obligations.  Incur, or permit any
     of  its  Subsidiaries  to incur, any indebtedness,  liabilities  or
     obligations  (whether contingent or otherwise) under  reimbursement
     or  similar agreements with respect to letters of credit issued  to
     support  obligations  that  do  not  constitute  Debt,  except  (i)
     indebtedness,  liabilities  or  obligations  not   in   excess   of
     $1,000,000 in the aggregate at any one time outstanding,  and  (ii)
     in  respect  of  bid  bonds  but only if  the  Borrower's  or  such
     Subsidiary's obligations in respect of all such bid bonds do not at
     any  time exceed the sum of (A) the Available Commitments  at  such
     time plus (B) the "Available Commitments" under (and as defined in)
     the Other Credit Agreement at such time plus (C) the aggregate face
     amount of the Borrower's commercial paper notes outstanding at such
     time.
     
                  (i)    Maintenance   of   Ownership   of   Significant
     Subsidiaries.  Sell, assign, transfer, pledge or otherwise  dispose
     of   any  shares  of  capital  stock  of  any  of  its  Significant
     Subsidiaries  or  any warrants, rights or options to  acquire  such
     capital  stock,  or permit any of its Significant  Subsidiaries  to
     issue, sell or otherwise dispose of any shares of its capital stock
     or  the  capital  stock  of any other of its  Subsidiaries  or  any
     warrants,  rights or options to acquire such capital stock,  except
     (and  only to the extent) as may be necessary to give effect  to  a
     transaction permitted by subsection (e), above.
     
     
                               ARTICLE VI
                            EVENTS OF DEFAULT
     
           SECTION  6.01.  Events of Default.  If any of  the  following
     events  (each an "Event of Default") shall occur and be  continuing
     after the applicable grace period and notice requirement (if any):
     
                (a)  The Borrower shall fail to pay any principal of any
     Note when the same becomes due and payable; or
     
                (b)  The Borrower shall fail to pay any interest on  any
     Note  or  any  other amount due under this Agreement for  two  days
     after the same becomes due; or
     
                (c)  Any representation or warranty made by or on behalf
     of the Borrower in any Loan Document or in any certificate or other
     writing  delivered  pursuant  thereto  shall  prove  to  have  been
     incorrect in any material respect when made or deemed made; or
     
                (d)  Any representation or warranty made by or on behalf
     of  the  Parent  in the Support Agreement or in any certificate  or
     other  writing delivered pursuant thereto shall prove to have  been
     incorrect in any material respect when made or deemed made; or
     
                (e)   The Borrower shall fail to perform or observe  any
     term  or covenant on its part to be performed or observed contained
     in  Section 5.02 (other than subsections (c), (d), (g), (i) or  (j)
     thereof), or the Parent shall fail to perform or observe  any  term
     or  covenant  on its part to be performed or observed contained  in
     Section 1, 2 or 4 of the Support Agreement; or
     
                (f)   The Borrower shall fail to perform or observe  any
     other  term  or  covenant on its part to be performed  or  observed
     contained  in  Section  5.01, Section 5.02 or  in  any  other  Loan
     Document, or the Parent shall fail to perform or observe any  other
     term  or covenant on its part to be performed or observed contained
     in  the  Support  Agreement,  and any  such  failure  shall  remain
     unremedied, after written notice thereof shall have been  given  to
     the Borrower by the Agent, for a period of 30 days; or
     
               (g)  The Parent or any of its Subsidiaries (including the
     Borrower but excluding the Utilities) shall fail to pay any of  its
     Debt  (including any interest or premium thereon but excluding Debt
     evidenced  by  the Notes) aggregating $5,000,000 or more  when  due
     (whether  by scheduled maturity, required prepayment, acceleration,
     demand  or  otherwise) and such failure shall  continue  after  the
     applicable  grace  period, if any, specified in  any  agreement  or
     instrument  relating to such Debt; or any other default  under  any
     agreement  or  instrument relating to any such Debt, or  any  other
     event,  shall  occur and shall continue after the applicable  grace
     period, if any, specified in such agreement or instrument,  if  the
     effect of such default or event is to accelerate, or to permit  the
     acceleration of, the maturity of such Debt; or any such Debt  shall
     be declared to be due and payable, or required to be prepaid (other
     than  by  a regularly scheduled required prepayment) prior  to  the
     stated  maturity thereof as a result of a default or other  similar
     adverse event; or
     
                (h)   Any of the Utilities shall fail to pay any of  its
     Debt  (including  any  interest  or  premium  thereon)  aggregating
     $5,000,000  or  more  when  due  (whether  by  scheduled  maturity,
     required  prepayment, acceleration, demand or otherwise)  and  such
     failure  shall continue after the applicable grace period, if  any,
     specified in any agreement or instrument relating to such Debt;  or
     any  such Debt shall be declared to be due and payable, or required
     to  be  prepaid  (other  than  by  a regularly  scheduled  required
     prepayment) prior to the stated maturity thereof as a result  of  a
     default or other similar adverse event; or
     
                (i)   The  Borrower, the Parent or any of the  Utilities
     shall  generally  not pay its debts as such debts  become  due,  or
     shall admit in writing its inability to pay its debts generally, or
     shall  make  an  assignment for the benefit of  creditors;  or  any
     proceeding  shall  be instituted by or against  the  Borrower,  the
     Parent or any of the  Utilities seeking to adjudicate it a bankrupt
     or  insolvent,  or seeking liquidation, winding up, reorganization,
     arrangement, adjustment, protection, relief, or composition of  its
     debts  under  any  law  relating  to  bankruptcy,  insolvency,   or
     reorganization  or relief of debtors, or seeking the  entry  of  an
     order  for  relief  or the appointment of a receiver,  trustee,  or
     other  similar official for it or for any substantial part  of  its
     property  and, in the case of a proceeding instituted  against  the
     Borrower,  the  Parent  or  any  of  the  Utilities,  either   such
     proceeding shall remain undismissed or unstayed for a period of  60
     days  or  any  of the actions sought in such proceeding  (including
     without  limitation  the entry of an order for relief  against  the
     Borrower,  the  Parent  or such Utility or  the  appointment  of  a
     receiver,  trustee,  custodian or other similar  official  for  the
     Borrower, the Parent or such Utility or any of its property)  shall
     occur;  or  the Borrower, the Parent or any of the Utilities  shall
     take  any corporate or other action to authorize any of the actions
     set forth above in this subsection (i); or

               (j)  Any judgment or order for the payment of money equal
     to  or in excess of $5,000,000 shall be rendered against the Parent
     or  any  of its Direct Subsidiaries (including, without limitation,
     the  Borrower and the Utilities) or their respective properties and
     either   (i)  enforcement proceedings shall have been commenced  by
     any creditor upon such judgment or order or (ii) there shall be any
     period of 30 consecutive days during which a stay of enforcement of
     such judgment or order, by reason of a pending appeal or otherwise,
     shall not be in effect; or
     
                (k)  The Support Agreement, after delivery thereof under
     Article  III, shall for any reason, except to the extent  permitted
     by  the  terms thereof, cease to be valid and binding on the Parent
     or the Borrower; or
     
                (l)   Any  Governmental Approval required in  connection
     with  the execution, delivery and performance of the Loan Documents
     shall  be  rescinded, revoked, otherwise terminated, or amended  or
     modified in any manner which is materially adverse to the interests
     of the Lenders and the Agent; or
     
                (m)  Any ERISA Event shall have occurred with respect to
     a  Plan  which could reasonably be expected to result in a material
     liability to the Borrower, and, 30 days after notice thereof  shall
     have  been  given to the Borrower by the Agent or any Lender,  such
     ERISA Event shall still exist; or
     
                (n)   An  "event of default" (as defined therein)  shall
     occur and be continuing under the Other Credit Agreement; or
     
                (o)  Except as contemplated by the Merger Agreement: (A)
     any Person or "group" (within the meaning of Section 13(d) or 14(d)
     of  the  Securities Exchange Act of 1934, as amended) shall  either
     (1)   acquire  beneficial  ownership  of  more  than  50%  of   any
     outstanding  class  of common stock of the Parent  having  ordinary
     voting  power  in the election of directors of the  Parent  or  (2)
     obtain the power (whether or not exercised) to elect a majority  of
     the  Parent's directors or (B) the Board of Directors of the Parent
     shall   not   consist  of  a  majority  of  Continuing   Directors.
     "Continuing  Directors" shall mean the directors of the  Parent  on
     the  effective date of the Facility and each other director of  the
     Parent,  if  such other director's nomination for election  to  the
     Board  of  Directors of the Parent is recommended by a majority  of
     the then Continuing Directors.
     
     then,  and in any such event, the Agent  (i) shall at the  request,
     or  may  with  the consent, of the holders of at least  66-2/3%  in
     principal  amount of the A Advances then outstanding or,  if  no  A
     Advances are then outstanding, Banks having at least 66-2/3% of the
     Commitments (without giving effect to any B Reduction),  by  notice
     to  the  Borrower, declare the obligation of each  Lender  to  make
     Advances  to  be  terminated, whereupon the  same  shall  forthwith
     terminate, and (ii) shall at the request, or may with the  consent,
     of  the  holders  of at least 66-2/3% in principal  amount  of  the
     Advances  then outstanding or, if no Advances are then outstanding,
     Lenders  having at least 66-2/3% of the Commitments, by  notice  to
     the  Borrower, declare the Notes (if any), all interest thereon and
     all  other amounts payable under this Agreement to be forthwith due
     and  payable, whereupon the Notes, all such interest and  all  such
     amounts  shall  become  and be forthwith due and  payable,  without
     presentment, demand, protest or further notice of any kind, all  of
     which  are  hereby  expressly  waived by  the  Borrower;  provided,
     however, that in the event of an actual or deemed entry of an order
     for   relief  with  respect  to  the  Borrower  under  the  Federal
     Bankruptcy  Code,  (A) the Commitments and the obligation  of  each
     Lender  to make Advances shall automatically be terminated and  (B)
     the   Notes,   all  such  interest  and  all  such  amounts   shall
     automatically  become and be due and payable, without  presentment,
     demand, protest or any notice of any kind, all of which are  hereby
     expressly waived by the Borrower.
     
     
                               ARTICLE VII
                                THE AGENT
     
           SECTION 7.01.  Authorization and Action.  Each Lender  hereby
     appoints  and authorizes the Agent to take such action as agent  on
     its  behalf and to exercise such powers under this Agreement as are
     delegated  to  the  Agent by the terms hereof, together  with  such
     powers as are reasonably incidental thereto.  As to any matters not
     expressly provided for by this Agreement or any other Loan Document
     (including,  without limitation, enforcement or collection  of  the
     Notes),  the Agent shall not be required to exercise any discretion
     or take any action, but shall be required to act or to refrain from
     acting  (and  shall be fully protected in so acting  or  refraining
     from  acting)  upon the instructions of the Majority  Lenders,  and
     such instructions shall be binding upon all Lenders and all holders
     of  Notes; provided, however, that the Agent shall not be  required
     to take any action which exposes the Agent to personal liability or
     which  is contrary to this Agreement or applicable law.  The  Agent
     agrees to give to each Lender prompt notice of each notice given to
     it  by  the Borrower pursuant to the terms of this Agreement.   The
     Agent  shall  be deemed to have exercised reasonable  care  in  the
     administration and enforcement of this Agreement and the other Loan
     Documents if it undertakes such administration and enforcement in a
     manner  substantially  equal to that which Citibank,  N.A.  accords
     credit  facilities  similar to the credit  facility  hereunder  for
     which it is the sole lender.
     
           SECTION 7.02.  Agent's Reliance, Etc.  Neither the Agent  nor
     any of its directors, officers, agents or employees shall be liable
     for any action taken or omitted to be taken by it or them under  or
     in  connection  with  this Agreement or any  other  Loan  Document,
     except for its or their own gross negligence or willful misconduct.
     Without  limitation of the generality of the foregoing, the  Agent:
     (i) may treat the payee of any Note as the holder thereof until the
     Agent receives and accepts a Lender Assignment entered into by  the
     Lender  which  is  the  payee of such Note,  as  assignor,  and  an
     Eligible  Assignee, as assignee, as provided in Section 8.07;  (ii)
     may   consult  with  legal  counsel  (including  counsel  for   the
     Borrower),   independent  public  accountants  and  other   experts
     selected  by  it  and shall not be liable for any action  taken  or
     omitted  to  be  taken in good faith by it in accordance  with  the
     advice  of  such  counsel, accountants or experts; (iii)  makes  no
     warranty  or  representation  to  any  Lender  and  shall  not   be
     responsible  to  any  Lender  for  any  statements,  warranties  or
     representations (whether written or oral) made in or in  connection
     with this Agreement or any other Loan Document; (iv) shall not have
     any  duty  to  ascertain  or to inquire as to  the  performance  or
     observance  of  any of the terms, covenants or conditions  of  this
     Agreement or any other Loan Document on the part of the Borrower or
     the  Parent  or  to inspect the property (including the  books  and
     records)  of  the  Borrower  or  the  Parent;  (v)  shall  not   be
     responsible  to  any  Lender  for  the  due  execution,   legality,
     validity, enforceability, genuineness, sufficiency or value of this
     Agreement,  any  other  Loan Document or any  other  instrument  or
     document furnished pursuant hereto or thereto; and (vi) shall incur
     no  liability  under or in respect of this Agreement or  any  other
     Loan  Document  by acting upon any notice, consent, certificate  or
     other  instrument or writing (which may be by telecopier, telegram,
     cable or telex) believed by it to be genuine and signed or sent  by
     the proper party or parties.
     
          SECTION 7.03.  Citibank, N.A. and Affiliates.  With respect to
     its Commitment, the Advances made by it and the Notes issued to it,
     Citibank,  N.A.  shall have the same rights and powers  under  this
     Agreement  as any other Lender and may exercise the same as  though
     it  were not the Agent; and the term "Bank" or "Banks" and "Lender"
     or  "Lenders" shall, unless otherwise expressly indicated,  include
     Citibank, N.A. in its individual capacity.  Citibank, N.A. and  its
     Affiliates may accept deposits from, lend money to, act as  trustee
     under  indentures of, and generally engage in any kind of  business
     with,  the  Borrower,  the Parent any of its Subsidiaries  and  any
     Person  who may do business with or own securities of the Borrower,
     the  Parent or any such Subsidiary, all as if Citibank,  N.A.  were
     not  the  Agent  and without any duty to account  therefor  to  the
     Lenders.
     
            SECTION   7.04.   Lender  Credit  Decision.    Each   Lender
     acknowledges  that it has, independently and without reliance  upon
     the Agent or any other Lender and based on the financial statements
     referred to in Section 5(d) of the Support Agreement and such other
     documents  and information as it has deemed appropriate,  made  its
     own  credit  analysis  and decision to enter into  this  Agreement.
     Each  Lender  also  acknowledges that it  will,  independently  and
     without  reliance upon the Agent or any other Lender and  based  on
     such documents and information as it shall deem appropriate at  the
     time,  continue to make its own credit decisions in taking  or  not
     taking action under this Agreement.
     
            SECTION  7.05.   Indemnification.   The  Lenders  agree   to
     indemnify the Agent (to the extent not reimbursed by the Borrower),
     ratably  according  to (a) on or before the Termination  Date,  the
     respective  principal amounts of the A Notes then held by  each  of
     them  (or  if no A Notes are at the time outstanding or  if  any  A
     Notes  are held by Persons which are not Lenders, ratably according
     to  the  respective Percentages of the Lenders), or (b)  after  the
     Termination  Date, the respective principal amounts  of  the  Notes
     then  held  by  each  of  them (or if no  Notes  are  at  the  time
     outstanding  or  if  any Notes are held by Persons  which  are  not
     Lenders,  ratably  according  to the  respective  unpaid  principal
     amounts of the Advances made by each Lender), from and against  any
     and  all  liabilities,  obligations,  losses,  damages,  penalties,
     actions, judgments, suits, costs, expenses or disbursements of  any
     kind or nature whatsoever which may be imposed on, incurred by,  or
     asserted against the Agent in any way relating to or arising out of
     this  Agreement or any action taken or omitted by the  Agent  under
     this  Agreement, provided that no Lender shall be  liable  for  any
     portion   of   such  liabilities,  obligations,  losses,   damages,
     penalties,   actions,   judgments,  suits,   costs,   expenses   or
     disbursements  resulting  from  the  Agent's  gross  negligence  or
     willful  misconduct.   Without limitation of  the  foregoing,  each
     Lender  agrees to reimburse the Agent promptly upon demand for  its
     ratable  share  of  any out-of-pocket expenses  (including  counsel
     fees)  incurred  by the Agent in connection with  the  preparation,
     execution,  delivery,  administration, modification,  amendment  or
     enforcement  (whether  through negotiations, legal  proceedings  or
     otherwise)   of,  or  legal  advice  in  respect   of   rights   or
     responsibilities  under, this Agreement, to  the  extent  that  the
     Agent is not reimbursed for such expenses by the Borrower.
     
           SECTION 7.06.  Successor Agent.  The Agent may resign at  any
     time  by  giving  written notice thereof to  the  Lenders  and  the
     Borrower  and may be removed at any time with or without  cause  by
     the  Majority  Lenders,  with any such resignation  or  removal  to
     become  effective  only upon the appointment of a  successor  Agent
     pursuant  to  this  Section 7.06.  Upon  any  such  resignation  or
     removal,  the  Majority Lenders shall have the right to  appoint  a
     successor  Agent,  which  shall be a Lender  or  shall  be  another
     commercial  bank  or  trust company reasonably  acceptable  to  the
     Borrower  organized under the laws of the United States or  of  any
     State  thereof.  If no successor Agent shall have been so appointed
     by  the Majority Lenders, and shall have accepted such appointment,
     within  30  days  after the retiring Agent's giving  of  notice  of
     resignation or the Majority Lenders' removal of the retiring Agent,
     then  the  retiring Agent may, on behalf of the Lenders, appoint  a
     successor  Agent,  which  shall be a Lender  or  shall  be  another
     commercial  bank or trust company organized under the laws  of  the
     United  States  of any State thereof reasonably acceptable  to  the
     Borrower.   Upon  the  acceptance  of  any  appointment  as   Agent
     hereunder  by  a  successor  Agent,  such  successor  Agent   shall
     thereupon succeed to and become vested with all the rights, powers,
     privileges and duties of the retiring Agent, and the retiring Agent
     shall  be  discharged  from its duties and obligations  under  this
     Agreement.   After  any  retiring Agent's  resignation  or  removal
     hereunder as Agent, the provisions of this Article VII shall  inure
     to its benefit as to any actions taken or omitted to be taken by it
     while it was Agent under this Agreement.
     
     
                              ARTICLE VIII
                              MISCELLANEOUS
     
          SECTION 8.01.  Amendments, Etc.  No amendment or waiver of any
     provision of any Loan Document, nor consent to any departure by the
     Borrower therefrom, shall in any event be effective unless the same
     shall be in writing and signed by the Majority Lenders and, in  the
     case  of  any  amendment, the Borrower, and  then  such  waiver  or
     consent  shall be effective only in the specific instance  and  for
     the  specific purpose for which given; provided, however,  that  no
     amendment, waiver or consent shall, unless in writing and signed by
     all  the  Lenders, do any of the following:  (a) waive,  modify  or
     eliminate any of the conditions specified in Section 3.01 or  3.02,
     (b)  increase the Commitments of the Lenders or subject the Lenders
     to  any  additional obligations, (c) reduce the  principal  of,  or
     interest  on,  the A Notes, any Applicable Margin or  any  fees  or
     other  amounts payable hereunder, (d) postpone any date  fixed  for
     any  payment  of principal of, or interest on, the A Notes  or  any
     fees  or other amounts payable hereunder, (e) change the percentage
     of  the Commitments or of the aggregate unpaid principal amount  of
     the  A Notes, or the number of Lenders, which shall be required for
     the  Lenders  or  any  of  them to take  any  action  hereunder  or
     (f)  amend  this  Section  8.01; and  provided,  further,  that  no
     amendment, waiver or consent shall, unless in writing and signed by
     the  Lenders making or maintaining such B Advances, do any  of  the
     following: (a) waive, modify or eliminate any of the conditions  to
     any  B Advance specified in Section 3.03,  (b) reduce the principal
     of,  or interest on, any B Note or other amounts payable in respect
     thereof,  (c) postpone any date fixed for any payment of  principal
     of,  or  interest  on, any B Note or any other amounts  payable  in
     respect  thereof; and provided, further, that no amendment,  waiver
     or  consent  shall, unless in writing and signed by  the  Agent  in
     addition to the Lenders required above to take such action,  affect
     the rights or duties of the Agent under this Agreement or any Note.
     
            SECTION   8.02.   Notices,  Etc.   All  notices  and   other
     communications  provided for hereunder and  under  the  other  Loan
     Documents  shall be in writing (including telecopier,  telegraphic,
     telex  or cable communication) and mailed, telecopied, telegraphed,
     telexed, cabled or delivered, if to the Borrower, at its address at
     200  First  Street, Cedar Rapids, Iowa 52401, Attention: Treasurer;
     if to the Parent, at its address at 200 First Street, Cedar Rapids,
     Iowa  52401, Attention: Treasurer; if to any Bank, at its  Domestic
     Lending Office specified opposite its name on Schedule I hereto; if
     to  any  other Lender, at its Domestic Lending Office specified  in
     the Lender Assignment pursuant to which it became a Lender; and  if
     to the Agent, at its address at Two Pennsway, Ste. 200, New Castle,
     Delaware 19720, Attention: Bank Loan Syndications; or, as  to  each
     party,  at such other address as shall be designated by such  party
     in  a  written notice to the other parties.  All such  notices  and
     communications shall, when mailed, telecopied, telegraphed, telexed
     or  cabled,  be  effective five days after being deposited  in  the
     mails,  or  when  delivered to the telegraph  company,  telecopied,
     confirmed  by  telex answerback or delivered to the cable  company,
     respectively, except that notices and communications to  the  Agent
     pursuant to Article II or VII shall not be effective until received
     by the Agent.
     
          SECTION 8.03.  No Waiver; Remedies.  No failure on the part of
     any  Lender  or the Agent to exercise, and no delay in  exercising,
     any  right  hereunder or under any Note shall operate as  a  waiver
     thereof; nor shall any single or partial exercise of any such right
     preclude  any other or further exercise thereof or the exercise  of
     any  other right.  The remedies herein provided are cumulative  and
     not exclusive of any remedies provided by law.
     
           SECTION  8.04.  Costs, Expenses, Taxes  and  Indemnification.
     (a)  The Borrower agrees to pay on demand all costs and expenses of
     the  Agent  in connection with the preparation (including,  without
     limitation,  printing  costs),  negotiation,  execution,  delivery,
     modification  and amendment of this Agreement and  the  other  Loan
     Documents, and the other documents and instruments to be  delivered
     hereunder  and  thereunder,  including,  without  limitation,   the
     reasonable fees and out-of-pocket expenses of counsel for the Agent
     with respect thereto and with respect to the administration of, and
     advising  the  Agent  as to its rights and responsibilities  under,
     this  Agreement and the other Loan Documents.  The Borrower further
     agrees  to pay on demand all costs and expenses, if any (including,
     without  limitation,  reasonable counsel  fees  and  expenses),  in
     connection  with  the  enforcement (whether  through  negotiations,
     legal  proceedings or otherwise) of this Agreement  and  the  other
     Loan  Documents  and  the other documents  and  instruments  to  be
     delivered  hereunder and thereunder, including, without limitation,
     reasonable  counsel  fees  and  expenses  in  connection  with  the
     enforcement of rights under this Section 8.04(a).  In addition, the
     Borrower  shall  pay any and all stamp and other taxes  payable  or
     determined  to  be  payable in connection with  the  execution  and
     delivery  of this Agreement and the other Loan Documents,  and  the
     other  documents  and  instruments to be  delivered  hereunder  and
     thereunder,  and agrees to save the Agent and each Lender  harmless
     from  and  against  any  and all liabilities  with  respect  to  or
     resulting from any delay in paying or omission to pay such taxes.
     
                (b)   If any payment of principal of, or Conversion  of,
     any  Adjusted CD Rate Advance, Eurodollar Rate Advance or B Advance
     is  made other than on the last day of the Interest Period for such
     A  Advance or other than on the maturity date of such B Advance, as
     a  result  of a payment or Conversion pursuant to Section  2.09(f),
     2.10,  2.11,  2.12 or 2.14 or acceleration of the maturity  of  the
     Notes  pursuant  to  Section  6.01 or for  any  other  reason,  the
     Borrower  shall, upon demand by any Lender (with  a  copy  of  such
     demand  to  the  Agent), pay to the Agent for the account  of  such
     Lender  any  amounts  required to compensate such  Lender  for  any
     additional losses, costs or expenses which it may reasonably  incur
     as  a  result  of  such payment or Conversion,  including,  without
     limitation,  any loss, cost or expense incurred by  reason  of  the
     liquidation or reemployment of deposits or other funds acquired  by
     any Lender to fund or maintain such Advance.
     
                (c)   The  Borrower hereby agrees to indemnify and  hold
     each  Lender,  the Agent and their respective officers,  directors,
     employees,   professional  advisors  and   affiliates   (each,   an
     "Indemnified Person") harmless from and against any and all claims,
     damages,   losses,   liabilities,  costs  or  expenses   (including
     reasonable  attorney's  fees  and expenses,  whether  or  not  such
     Indemnified  Person  is named as a party to any  proceeding  or  is
     otherwise subjected to judicial or legal process arising  from  any
     such  proceeding)  which any of them may  incur  or  which  may  be
     claimed  against any of them by any Person (except for such claims,
     damages,  losses,  liabilities, costs and expenses  resulting  from
     such Indemnified Person's gross negligence or willful misconduct):
     
                (i)   by  reason of or in connection with the execution,
          delivery  or performance of any of the Loan Documents  or  any
          transaction  contemplated thereby, or the use by the  Borrower
          of the proceeds of any Extension of Credit;
     
                 (ii)   in   connection  with  any  documentary   taxes,
          assessments  or charges made by any governmental authority  by
          reason  of  the  execution and delivery of  any  of  the  Loan
          Documents;
     
                (iii)      in  connection  with or  resulting  from  the
          utilization,   storage,   disposal,   treatment,   generation,
          transportation,   release  or  ownership  of   any   Hazardous
          Substance  (i) at, upon, or under any property of the Borrower
          or  any  of  its  Affiliates or (ii) by or on  behalf  of  the
          Borrower  or  any  of its Affiliates at any time  and  in  any
          place; or
     
               (iv) by reason of or in connection with the Merger or any
          of the transactions contemplated by the Merger Agreement.
     
                (d)   The Borrower's obligations under this Section 8.04
     shall  survive  the repayment of all amounts owing to  the  Lenders
     under the Notes and the termination of the Commitments.  If and  to
     the  extent that the obligations of the Borrower under this Section
     8.04  are unenforceable for any reason, the Borrower agrees to make
     the  maximum  contribution to the payment and satisfaction  thereof
     which is permissible under applicable law.
     
          SECTION 8.05.  Right of Set-off.   (a) Upon (i) the occurrence
     and  during  the continuance of any Event of Default and  (ii)  the
     making  of  the  request  or the granting of  the  consent  by  the
     Majority  Lenders specified by Section 6.01 to authorize the  Agent
     to  declare the Notes due and payable pursuant to the provisions of
     Section 6.01, each Lender is hereby authorized at any time and from
     time  to  time, to the fullest extent permitted by law, to set  off
     and apply any and all deposits (general or special, time or demand,
     provisional  or  final) at any time held and other indebtedness  at
     any  time owing by such Lender to or for the credit or the  account
     of  the  Borrower  against any and all of the  obligations  of  the
     Borrower now or hereafter existing under any Loan Document and  any
     Note  held  by  such Lender, irrespective of whether  or  not  such
     Lender shall have made any demand under such Loan Document or  such
     Note  and although such obligations may be unmatured.  Each  Lender
     agrees  promptly to notify the Borrower after any such set-off  and
     application made by such Lender, provided that the failure to  give
     such  notice  shall  not affect the validity of  such  set-off  and
     application.  The rights of each Lender under this Section  are  in
     addition   to   other  rights  and  remedies  (including,   without
     limitation, other rights of set-off) which such Lender may have.
     
                (b)  The Borrower agrees that it shall have no right  of
     set-off,  deduction or counterclaim in respect of  its  obligations
     hereunder,  and that the obligations of the Lenders  hereunder  are
     several and not joint.  Nothing contained herein shall constitute a
     relinquishment  or  waiver  of  the  Borrower's   rights   to   any
     independent claim that the Borrower may have against the  Agent  or
     any  Lender for the Agent's or such Lender's, as the case  may  be,
     gross  negligence  or wilful misconduct, but  no  Lender  shall  be
     liable  for the conduct of the Agent or any other Lender,  and  the
     Agent shall not be liable for the conduct of any Lender.
     
           SECTION  8.06. Binding Effect.  This Agreement  shall  become
     effective when it shall have been executed by the Borrower and  the
     Agent  and  when the Agent shall have been notified in  writing  by
     each  Bank that such Bank has executed it and thereafter  shall  be
     binding  upon and inure to the benefit of the Borrower,  the  Agent
     and each Lender and their respective successors and assigns, except
     that  the  Borrower shall not have the right to assign  its  rights
     hereunder or any interest herein without the prior written  consent
     of the Lenders.
     
           SECTION  8.07.  Assignments and  Participations.   (a)   Each
     Lender  may  assign  to one or more Eligible  Assignees  all  or  a
     portion   of  its  rights  and  obligations  under  this  Agreement
     (including, without limitation, all or a portion of its Commitment,
     the  Advances  owing  to  it and the Note or  Notes  held  by  it);
     provided,  however, that (i) each such assignment  shall  be  of  a
     constant,  and  not a varying, percentage of all of  the  assigning
     Lender's  rights  and  obligations under this Agreement,  (ii)  the
     amount  of  the  Commitment of the assigning Lender being  assigned
     pursuant to each such assignment (determined as of the date of  the
     Lender  Assignment  with respect to such assignment)  shall  in  no
     event  be less than the lesser of the amount of such Lender's  then
     remaining  Commitment  and  $5,000,000  (except  in  the  case   of
     assignments  between Lenders at the time already  parties  hereto),
     and  (iii)  the parties to each such assignment shall  execute  and
     deliver  to  the  Agent, for its acceptance and  recording  in  the
     Register,  a  Lender Assignment, together with any  Note  or  Notes
     subject to such assignment and a processing and recordation fee  of
     $3,000.   Promptly following its receipt of such Lender Assignment,
     Note  or  Notes  and fee, the Agent shall accept  and  record  such
     Lender  Assignment in the Register.  Upon such execution, delivery,
     acceptance  and  recording,  from  and  after  the  effective  date
     specified  in  each Lender Assignment, (x) the assignee  thereunder
     shall  be  a  party  hereto  and, to the  extent  that  rights  and
     obligations  hereunder have been assigned to it  pursuant  to  such
     Lender  Assignment,  have the rights and obligations  of  a  Lender
     hereunder  and  (y) the Lender assignor thereunder  shall,  to  the
     extent that rights and obligations hereunder have been assigned  by
     it pursuant to such Lender Assignment, relinquish its rights and be
     released  from its obligations under this Agreement  (and,  in  the
     case  of  a Lender Assignment covering all or the remaining portion
     of   an  assigning  Lender's  rights  and  obligations  under  this
     Agreement,  such  Lender  shall  cease  to  be  a  party   hereto).
     Notwithstanding  anything  to  the  contrary  contained   in   this
     Agreement, any Lender may at any time assign all or any portion  of
     the  Advances owing to it to any Affiliate of such Lender.  No such
     assignment,  other than to an Eligible Assignee, shall release  the
     assigning Lender from its obligations hereunder.
     
               (b)  By executing and delivering a Lender Assignment, the
     Lender  assignor thereunder and the assignee thereunder confirm  to
     and  agree with each other and the other parties hereto as follows:
     (i)  other  than  as  provided  in  such  Lender  Assignment,  such
     assigning Lender makes no representation or warranty and assumes no
     responsibility  with  respect  to  any  statements,  warranties  or
     representations made in or in connection with any Loan Document  or
     the  execution,  legality,  validity, enforceability,  genuineness,
     sufficiency  or value of any Loan Document or any other  instrument
     or  document furnished pursuant thereto; (ii) such assigning Lender
     makes  no  representation or warranty and assumes no responsibility
     with  respect  to  the financial condition of the Borrower  or  the
     Parent  or  the  performance or observance by the Borrower  or  the
     Parent  of  any of its obligations under any Loan Document  or  any
     other instrument or document furnished pursuant thereto; (iii) such
     assignee  confirms  that  it  has received  a  copy  of  each  Loan
     Document, together with copies of the financial statements referred
     to  in  Section  5(d)  of  the Support  Agreement  and  such  other
     documents and information as it has deemed appropriate to make  its
     own  credit  analysis  and  decision  to  enter  into  such  Lender
     Assignment;  (iv)  such  assignee will, independently  and  without
     reliance upon the Agent, such assigning Lender or any other  Lender
     and  based  on  such documents and information  as  it  shall  deem
     appropriate at the time, continue to make its own credit  decisions
     in  taking or not taking action under the Loan Documents; (v)  such
     assignee  confirms  that  it  is an Eligible  Assignee;  (vi)  such
     assignee  appoints and authorizes the Agent to take such action  as
     agent  on  its  behalf and to exercise such powers under  the  Loan
     Documents  as  are  delegated to the Agent by  the  terms  thereof,
     together with such powers as are reasonably incidental thereto; and
     (vii) such assignee agrees that it will perform in accordance  with
     their  terms all of the obligations which by the terms of the  Loan
     Documents are required to be performed by it as a Lender.
     
                (c)  The Agent shall maintain at its address referred to
     in  Section 8.02 a copy of each Lender Assignment delivered to  and
     accepted by it and a register for the recordation of the names  and
     addresses  of  the  Lenders and the Commitment  of,  and  principal
     amount of the Advances owing to, each Lender from time to time (the
     "Register").   The entries in the Register shall be conclusive  and
     binding  for all purposes, absent manifest error, and the Borrower,
     the  Parent, the Agent and the Lenders may treat each Person  whose
     name  is  recorded  in the Register as a Lender hereunder  for  all
     purposes  of  this Agreement.  The Register shall be available  for
     inspection by the Borrower or any Lender at any reasonable time and
     from time to time upon reasonable prior notice.
     
                (d)  Upon its receipt of a Lender Assignment executed by
     an  assigning  Lender and an assignee representing that  it  is  an
     Eligible Assignee, together with any Note or Notes subject to  such
     assignment,  the  Agent shall, if such Lender Assignment  has  been
     completed and is in substantially the form of Exhibit 8.07  hereto,
     (i)  accept  such  Lender Assignment, (ii) record  the  information
     contained  therein  in the Register and (iii)  give  prompt  notice
     thereof to the Borrower.  Within 10 Business Days after its receipt
     of such notice, the Borrower, at its own expense, shall execute and
     deliver to the Agent in exchange for the surrendered Note or  Notes
     a  new  Note  to the order of such Eligible Assignee in  an  amount
     equal  to  the  Commitment assumed by it pursuant  to  such  Lender
     Assignment  and, if the assigning Lender has retained a  Commitment
     hereunder,  a new Note to the order of the assigning Lender  in  an
     amount equal to the Commitment retained by it hereunder.  Such  new
     Note  or  Notes shall be in an aggregate principal amount equal  to
     the  aggregate principal amount of such surrendered Note or  Notes,
     shall  be  dated  the effective date of such Lender Assignment  and
     shall  otherwise  be in substantially the form of  Exhibit  1.01A-1
     hereto.
     
                (e)   Each Lender may sell participations to one or more
     banks, financial institutions or other entities in all or a portion
     of  its rights and obligations under the Loan Documents (including,
     without  limitation,  all  or  a portion  of  its  Commitment,  the
     Advances  owing to it and the Note or Notes held by it);  provided,
     however,  that  (i) such Lender's obligations under this  Agreement
     (including,  without  limitation, its Commitment  to  the  Borrower
     hereunder)  shall remain unchanged, (ii) such Lender  shall  remain
     solely  responsible to the other parties hereto for the performance
     of  such obligations, (iii) such Lender shall remain the holder  of
     any  such  Note for all purposes of this Agreement,  and  (iv)  the
     Borrower,  the Agent and the other Lenders shall continue  to  deal
     solely  and  directly  with such Lender  in  connection  with  such
     Lender's rights and obligations under this Agreement.
     
               (f)  Any Lender may, in connection with any assignment or
     participation or proposed assignment or participation  pursuant  to
     this  Section  8.07,  disclose to the assignee  or  participant  or
     proposed assignee or participant, any information relating  to  the
     Borrower or the Parent furnished to such Lender by or on behalf  of
     the  Borrower  or  the Parent; provided that,  prior  to  any  such
     disclosure,  the  assignee or participant or proposed  assignee  or
     participant  shall agree, in accordance with the terms  of  Section
     8.08,   to   preserve  the  confidentiality  of  any   Confidential
     Information relating to the Borrower or the Parent received  by  it
     from such Lender.
     
                (g)   If any Lender (or any bank, financial institution,
     or  other  entity  to which such Lender has sold  a  participation)
     shall  (i) make any demand for payment under Section 2.08 or  2.13,
     (ii)  give  notice  to  the  Agent  pursuant  to  Section  2.14  or
     (iii)  determine not to extend the Termination Date in response  to
     any  request by the Borrower pursuant to Section 2.18, then (A)  in
     the  case  of  any  demand made under clause  (i),  above,  or  the
     occurrence of the event described in clause (ii), above, within  30
     days  after any such demand or occurrence (if, but only if, in  the
     case of any demanded payment described in clause (i), such demanded
     payment has been made by the Borrower), and (B) in the case of  the
     occurrence  of the event described in clause (iii), above,  at  any
     time  prior  to the then-scheduled Termination Date,  the  Borrower
     may,  with the approval of the Agent (which approval shall  not  be
     unreasonably  withheld), and provided that no Event of  Default  or
     Unmatured  Default  shall  then have occurred  and  be  continuing,
     demand that such Lender assign in accordance with this Section 8.07
     to  one  or more Eligible Assignees designated by the Borrower  all
     (but  not  less  than  all)  of such Lender's  Commitment  and  the
     Advances  owing  to it within the period ending on  the  latest  to
     occur of (x) the last day in the period described in clause (A)  or
     (B),  above, as applicable, (y) the last day of the longest of  the
     then current Interest Periods for such Advances, and (z) the latest
     maturity date of any B Advances owing to such Lender.  If any  such
     Eligible  Assignee  designated  by  the  Borrower  shall  fail   to
     consummate  such assignment on terms acceptable to such Lender,  or
     if the Borrower shall fail to designate any such Eligible Assignees
     for  all or part of such Lender's Commitment or Advances, then such
     demand   by  the  Borrower  shall  become  ineffective;  it   being
     understood for purposes of this subsection (g) that such assignment
     shall  be  conclusively deemed to be on terms  acceptable  to  such
     Lender,  and  such  Lender shall be compelled  to  consummate  such
     assignment  to an Eligible Assignee designated by the Borrower,  if
     such  Eligible  Assignee  (1) shall agree  to  such  assignment  by
     entering  into a Lender Assignment with such Lender and  (2)  shall
     offer compensation to such Lender in an amount equal to all amounts
     then  owing by the Borrower to such Lender hereunder and under  the
     Note  made  by the Borrower to such Lender, whether for  principal,
     interest, fees, costs or expenses (other than the demanded  payment
     referred to above and payable by the Borrower as a condition to the
     Borrower's right to demand such assignment), or otherwise.
     
                (h)   Anything  in  this Section 8.07  to  the  contrary
     notwithstanding,  any  Lender may assign  and  pledge  all  or  any
     portion  of  its Commitment and the Advances owing  to  it  to  any
     Federal  Reserve Bank (and its transferees) as collateral  security
     pursuant  to Regulation A of the Board of Governors of the  Federal
     Reserve  System and any Operating Circular issued by  such  Federal
     Reserve  Bank.   No  such  assignment shall release  the  assigning
     Lender from its obligations hereunder.
     
            SECTION  8.08.  Confidentiality.   In  connection  with  the
     negotiation and administration of this Agreement and the other Loan
     Documents, the Borrower and the Parent have furnished and will from
     time  to  time  furnish  to  the Agent and  the  Lenders  (each,  a
     "Recipient")  written  information  which  is  identified  to   the
     Recipient   in   writing  when  delivered  as  confidential   (such
     information, other than any such information which  (i) as publicly
     available,  or  otherwise known to the Recipient, at  the  time  of
     disclosure, (ii) subsequently becomes publicly available other than
     through  any  act  or omission by the Recipient or (iii)  otherwise
     subsequently  becomes known to the Recipient other than  through  a
     Person whom the Recipient knows to be acting in violation of his or
     its  obligations  to the Borrower or the Parent, being  hereinafter
     referred  to  as  "Confidential Information").  The Recipient  will
     maintain  the  confidentiality of any Confidential  Information  in
     accordance with such procedures as the Recipient applies  generally
     to information of that nature.  It is understood, however, that the
     foregoing  will  not  restrict the Recipient's  ability  to  freely
     exchange  such Confidential Information with current or prospective
     participants  in  or assignees of the Recipient's position  herein,
     but the Recipient's ability to so exchange Confidential Information
     shall  be  conditioned upon any such prospective  participant's  or
     assignee's  entering  into an understanding as  to  confidentiality
     similar  to  this  provision.  It is further  understood  that  the
     foregoing  will  not  prohibit  the  disclosure  of  any   or   all
     Confidential Information if and to the extent that such  disclosure
     may  be  required  (i)  by  a regulatory  agency  or  otherwise  in
     connection  with  an  examination of  the  Recipient's  records  by
     appropriate authorities, (ii) pursuant to court order, subpoena  or
     other legal process or in connection with any pending or threatened
     litigation, (iii) otherwise as required by law, or (iv) in order to
     protect its interests or its rights or remedies hereunder or  under
     the  other  Loan Documents; in the event of any required disclosure
     under  clause  (ii) or (iii), above, the Recipient  agrees  to  use
     reasonable  efforts  to  inform the  Borrower  and  the  Parent  as
     promptly as practicable.
     
           SECTION 8.09.  WAIVER OF JURY TRIAL.  THE AGENT, THE LENDERS,
     THE  BORROWER  AND  THE  PARENT HEREBY KNOWINGLY,  VOLUNTARILY  AND
     INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY  IN
     RESPECT  OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,  UNDER,
     OR  IN  CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
     OR  ANY  COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS  (WHETHER
     VERBAL  OR  WRITTEN), OR ACTIONS OF THE AGENT,  SUCH  LENDERS,  THE
     BORROWER  OR THE PARENT.   THIS PROVISION IS A MATERIAL  INDUCEMENT
     FOR THE AGENT AND THE LENDERS ENTERING INTO THIS AGREEMENT.
     
           SECTION 8.10.  Consent.  Unless otherwise specified as  being
     within  the sole discretion of the Agent, the Lenders the  Majority
     Lenders  or the Borrower, whenever the consent or approval  of  the
     Agent,   the  Lenders,  the  Majority  Lenders  or  the   Borrower,
     respectively,  is required herein, such consent or  approval  shall
     not be unreasonably withheld or delayed.
     
           SECTION  8.11.  Governing Law.  This Agreement and the  other
     Loan  Documents shall be governed by, and construed  in  accordance
     with, the laws of the State of New York.  The Borrower, the Parent,
     each  Lender,  and  the  Agent  (i)  irrevocably  submits  to   the
     non-exclusive jurisdiction of any New York State court  or  Federal
     court  sitting in New York City in any action arising  out  of  any
     Loan  Document, (ii) agrees that all claims in such action  may  be
     decided in such court, (iii) waives, to the fullest extent  it  may
     effectively  do so, the defense of an inconvenient forum  and  (iv)
     consents  to  the service of process by mail.  A final judgment  in
     any  such  action shall be conclusive and may be enforced in  other
     jurisdictions.  Nothing herein shall affect the right of any  party
     to serve legal process in any manner permitted by law or affect its
     right to bring any action in any other court.

           SECTION  8.12.  Relation of the Parties; No Beneficiary.   No
     term, provision or requirement, whether express or implied, of  any
     Loan  Document,  or  actions taken or to  be  taken  by  any  party
     thereunder,   shall   be   construed  to  create   a   partnership,
     association, or joint venture between such parties or any of  them.
     No  term  or provision of the Loan Documents shall be construed  to
     confer a benefit upon, or grant a right or privilege to, any Person
     other than the parties thereto.
     
           SECTION 8.13.  Execution in Counterparts.  This Agreement may
     be  executed in any number of counterparts and by different parties
     hereto  in  separate counterparts, each of which when  so  executed
     shall  be  deemed to be an original and all of which taken together
     shall constitute one and the same agreement.
     
           IN  WITNESS  WHEREOF,  the parties hereto  have  caused  this
     Agreement  to  be  executed by their respective officers  thereunto
     duly authorized, as of the date first above written.
     
     
                         IES DIVERSIFIED INC.
     
     
                         By /s/  Dennis B. Vass
                                 Title:  Treasurer

     
     
                         CITIBANK, N.A.,
                         as Agent
     
     
                         By /s/  Anita J. Brickell
                                 Title:  Attorney-In-Fact
     

     
                         Bank
     
                         CITIBANK, N.A.
     
     
                         By /s/  Anita J. Brickell
                                 Title:  Attorney-In-Fact
     


                         Bank
     

                         THE FIRST NATIONAL BANK OF CHICAGO
     
     
                         By /s/  Madeleine N. Pember
                                 Title:  Corporate Banking Officer
     
     
     
                               SCHEDULE I
     
                          IES DIVERSIFIED INC.
                                    
      3-Year Credit Agreement, dated as of October 20, 1997, among
    IES Diversified Inc., the Banks named therein and Citibank, N.A.,
    as Agent
                                    
                                    
     
Name of Bank    Commitment   Domestic Lending Office    CD Lending  Eurodollar
                                                        Office      Lending
                                                                    Office
           

Citibank, N.A. $225,000,000  Two Pennsway, Ste. 200,    Same as     Same as
                             New Castle,                Domestic    Domestic
                             Delware 19720              Lending     Lending
                             Attention: Bank Office     Office      Office
                             Loan Syndications
                     
The First      $225,000,000  One First National         Same as     Same as
National Bank                Plaza, Suite 0363          Domestic    Domestic
of Chicago                   Chicago, Illinois          Lending     Lending
                             60670-0363                 Office      Office
                             Telephone: 312.732.9780
                             Telecopy: 312.732.3055 /
                             312.732.6485
                             Attention:
                             Robert G. Bussa


     
                               SCHEDULE II
     

     
                               SCHEDULE III