<PAGE>




                              CREDIT AGREEMENT
                        dated as of January 12, 2001
                                    among
                             TYSON FOODS, INC.,
                                 as Borrower
                           THE BANKS PARTY HERETO
                          THE CHASE MANHATTAN BANK,
                           as Administrative Agent
                     MERRILL LYNCH CAPITAL CORPORATION,
                            as Syndication Agent
                                     and
                            SUNTRUST BANKS, INC.,
                           as Documentation Agent
                       _______________________________
                  SUNTRUST EQUITABLE SECURITIES CORPORATION
                                 as Arranger
                                  JP MORGAN
                            MERRILL LYNCH & CO.,
               as Joint Lead Arrangers and Joint Book Managers



































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                                  ARTICLE I
                      Definitions and Accounting Terms

     SECTION 1.01.  Certain Defined Terms                         1
     SECTION 1.02.  Computation of Time Periods                  11
     SECTION 1.03.  Accounting Matter                            11
     SECTION 1.04.  Certain Terms                                11

                                 ARTICLE II
                       Amounts and Terms of the Loans

     SECTION 2.01.  Amounts and Terms of Commitments             11
     SECTION 2.02.  Procedure for Committed Borrowing            12
     SECTION 2.03.  Bid Borrowings                               12
     SECTION 2.04.  Procedure for Bid Borrowings                 13
     SECTION 2.05.  Evidence of Indebtedness                     14
     SECTION 2.06.  Termination and Reduction of the Commitments 15
     SECTION 2.07.  Optional Prepayments                         15
     SECTION 2.08.  Repayment                                    16
     SECTION 2.09.  Interest                                     16
     SECTION 2.10.  Default Interest                             16
     SECTION 2.11.  Continuation and Conversion Elections for
                    Committed Borrowings                         16

                                 ARTICLE III
               Fees; Payments; Taxes; Changes in Circumstances

     SECTION 3.01.  Fees                                         17
     SECTION 3.02.  Computation of Fees and Interest             18
     SECTION 3.03.  Payments by the Borrower                     18
     SECTION 3.04.  Payments by the Banks to the Administrative
                    Agent                                        19
     SECTION 3.05.  Taxes                                        19
     SECTION 3.06.  Sharing of Payments, Etc                     22
     SECTION 3.07.  Inability to Determine Rates                 22
     SECTION 3.08.  Increased Costs                              23
     SECTION 3.09.  Illegality                                   23
     SECTION 3.10.  Capital Adequacy                             23
     SECTION 3.11.  Funding Losses                               24
     SECTION 3.12.  Additional Interest on Eurodollar Loans      24
     SECTION 3.13.  Certificates of Banks                        24
     SECTION 3.14.  Change of Lending Office; Replacement Bank   24

                                 ARTICLE IV
                       Representations and Warranties

     SECTION 4.01.  Corporate Existence; Compliance with Law     25
     SECTION 4.02.  Corporate Authorization; No Contravention;
                    Governmental Authorization                   25
     SECTION 4.03.  Enforceable Obligations                      26
     SECTION 4.04.  Taxes                                        26
     SECTION 4.05.  Financial Matters                            26
     SECTION 4.06.  Litigation                                   27
     SECTION 4.07.  Subsidiaries                                 27
     SECTION 4.08.  Liens                                        27
     SECTION 4.09.  No Burdensome Restrictions; No Defaults      27


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     SECTION 4.10.  Investment Company Act                       27
     SECTION 4.11.  Use of Proceeds; Margin Regulations          28
     SECTION 4.12.  Asset                                        28
     SECTION 4.13.  Labor Matters                                28
     SECTION 4.14.  Environmental Matters                        28
     SECTION 4.15.  Completeness                                 29
     SECTION 4.16.  ERISA                                        29
     SECTION 4.17.  Insurance                                    30

                                  ARTICLE V
                            Conditions Precedent

     SECTION 5.01.  Conditions Precedent to Effectiveness        30
     SECTION 5.02.  Conditions Precedent to All Borrowings       32

                                 ARTICLE VI
                            Affirmative Covenants

     SECTION 6.01.  Compliance with Laws, Etc                    33
     SECTION 6.02.  Use of Proceeds                              33
     SECTION 6.03.  Payment of Obligations, Etc                  33
     SECTION 6.04.  Insurance                                    33
     SECTION 6.05.  Preservation of Corporate Existence, Etc     33
     SECTION 6.06.  Access                                       33
     SECTION 6.07.  Keeping of Books                             34
     SECTION 6.08.  Maintenance of Properties                    34
     SECTION 6.09.  Financial Statements                         34
     SECTION 6.10.  Reporting Requirements                       34
     SECTION 6.11.  Notices Regarding ERISA                      35
     SECTION 6.12.  Employee Plans                               36
     SECTION 6.13.  Environmental Compliance; Notice             36
     SECTION 6.14.  Acquisition and Merger Agreement             36
     SECTION 6.15.  Shelf Registration                           37

                                 ARTICLE VII
                             Negative Covenants

     SECTION 7.01.  Limitations on Liens                         37
     SECTION 7.02.  Limitation on Indebtedness                   39
     SECTION 7.03.  Lease Obligations                            40
     SECTION 7.04.  Restricted Payments                          40
     SECTION 7.05.  Mergers, Etc                                 40
     SECTION 7.06.  Investments in Other Persons                 41
     SECTION 7.07.  Assets                                       41
     SECTION 7.08.  Change in Nature of Business                 42
     SECTION 7.09.  Capital Structure                            42
     SECTION 7.10.  Transactions with Affiliates, Etc            42
     SECTION 7.11.  Accounting Changes                           43
     SECTION 7.12.  Margin Regulations                           43
     SECTION 7.13.  Compliance with ERISA                        43
     SECTION 7.14.  Speculative Transactions                     43
     SECTION 7.15.  Debt Ratio                                   43
     SECTION 7.16.  Interest Expense Coverage Ratio              43





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                                ARTICLE VIII
                              Events of Default

     SECTION 8.01.  Events of Default                            44
     SECTION 8.02.  Remedies                                     46
     SECTION 8.03.  Rights Not Exclusive                         47

                                 ARTICLE IX
                          The Administrative Agent

     SECTION 9.01.  Appointment                                  47
     SECTION 9.02.  Delegation of Duties                         47
     SECTION 9.03.  Liabilities of Agents                        47
     SECTION 9.04.  Reliance by Administrative Agent             47
     SECTION 9.05.  Notice of Default                            48
     SECTION 9.06.  Credit Decision                              48
     SECTION 9.07.  Indemnification                              48
     SECTION 9.08.  Administrative Agent in Individual Capacity  49
     SECTION 9.09.  Successor Administrative Agent               49

                                  ARTICLE X
                                Miscellaneous

     SECTION 10.01.  Notices, Etc                                49
     SECTION 10.02.  Amendments, Etc                             49
     SECTION 10.03.  No Waiver; Remedies                         50
     SECTION 10.04.  Costs and Expenses                          50
     SECTION 10.05.  Indemnity                                   50
     SECTION 10.06.  Right of Set-off                            51
     SECTION 10.07.  Binding Effect                              51
     SECTION 10.08.  Assignments, Participations Etc             51
     SECTION 10.09.  Confidentiality                             52
     SECTION 10.10.  Survival                                    53
     SECTION 10.11.  Headings                                    53
     SECTION 10.12.  Governing Law and Jurisdiction              53
     SECTION 10.13.  Execution in Counterparts                   53
     SECTION 10.14.  Entire Agreement                            53
     SECTION 10.15.  Waiver of Jury Trial                        53




















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     Exhibits
     Exhibit 1.01      Form of Guarantee Agreement
     Exhibit 2.02      Form of Notice of Borrowing
     Exhibit 2.04(a)   Form of Competitive Bid Request
     Exhibit 2.04(b)   Form of Competitive Bid
     Exhibit 2.05(b)   Form of Committed Loan Note
     Exhibit 2.05(c)   Form of Bid Note
     Exhibit 2.11      Form of Notice of Conversion/Continuation
     Exhibit 5.01      Forms of Opinion
     Exhibit 6.09      Form of Compliance Certificate
     Exhibit 10.08     Form of Notice of Assignment
     Attachment A to   Form of Assignment and Assumption
     Exhibit 10.08     agreement Schedules
     Schedule 1.01(a)  Commitments; Percentage Shares
     Schedule 1.01(c)  Existing Depositories
     Schedule 4.05     Material Liabilities
     Schedule 4.06     Pending Litigation
     Schedule 4.07(a)  Subsidiaries
     Schedule 4.07(d)  Joint Ventures/Partnerships
     Schedule 4.13     Labor Matters
     Schedule 4.14     Environmental Matters
     Schedule 4.16     Employee Benefit Plans
     Schedule 7.01/7.02Existing Liens and Existing Indebtedness


































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          CREDIT AGREEMENT dated as of January 12, 2001, among TYSON FOODS,
INC., a Delaware corporation (the "Borrower"), the banks which are or may,
from time to time hereafter, become parties hereto (the "Banks"), THE CHASE
MANHATTAN BANK, as Administrative Agent (the "Administrative Agent"),
MERRILL LYNCH CAPITAL CORPORATION, as Syndication Agent, and SUNTRUST BANKS,
INC., as Documentation Agent.
          The Borrower intends to acquire (the "Acquisition") IBP (such term
and each other capitalized term used but not defined herein having the
meaning given it in Article I) for an aggregate purchase price, together
with the assumption and refinancing of Indebtedness, of approximately
$4,700,000,000, of which approximately $1,584,300,000 will be the portion of
the purchase price paid in cash and approximately $950,000,000 will be the
cash amount required to refinance the IBP Credit Agreement and to provide
for working capital for IBP.
          The parties hereto agree as follows:

                                  ARTICLE I

                      Definitions and Accounting Terms

          SECTION 1.01.  Certain Defined Terms.  As used in this Agreement
and in any Schedules and Exhibits to this Agreement, the following terms
have the following meanings (such meanings to be equally applicable to both
the singular and plural forms of the terms defined):
          "Absolute Rate" means a fixed annual rate, expressed as a
percentage.
          "Absolute Rate Bid Loan" means any Bid Loan that bears interest
determined with reference to an Absolute Rate.
          "Acquisition" has the meaning assigned to such term in the
preamble to this Agreement.
          "Acquisition Date" means the date on which the conditions set
forth in paragraphs (h) through (l) of Section 5.01 are satisfied (or waived
in accordance with Section 10.02).
          "Administrative Agent" means The Chase Manhattan Bank, in its
capacity as administrative agent for the Banks, together with any successor
thereto in such capacity.
          "Administrative Agent's Letter" means the fee letter dated
January 10, 2001, between the Borrower and the Administrative Agent.
          "Administrative Agent's Payment Office" means the address for
payments set forth on the signature pages hereof in relation to the
Administrative Agent or such other address as the Administrative Agent may
from time to time specify in accordance with Section 10.01.
          "Affiliate" means, with respect to any Person, any Subsidiary of
such Person and any other Person which, directly or indirectly, controls, is
controlled by, or is under common control with, such Person, and includes,
if such Person is a corporation, each Person who is the beneficial owner of
5% or more of such corporation's outstanding common stock.  For purposes of
this definition, "control" means the possession of the power to direct or
cause the direction of management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.
          "Agreement" means this Credit Agreement, as from time to time
amended, modified or supplemented.
          "Aggregate Commitments" means the aggregate amount of the
Commitments of all the Banks as in effect from time to time.
          "Assignee" has the meaning specified in Section 10.08(a).
          "Bank" has the meaning specified in the preamble and includes


                                     100
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each Bank listed on the signature pages hereof and each Person which becomes
a Bank pursuant to Section 10.08.
          "Bank Affiliate" means a Person engaged primarily in the business
of commercial banking and that is a Subsidiary of a Bank or of a Person of
which a Bank is a Subsidiary.
          "Bid Borrowing" means an extension of credit hereunder consisting
of one or more Bid Loans made to the Borrower on the same day by one or more
Banks.
          "Bid Loan" means a Loan made by a Bank to the Borrower pursuant to
Section 2.03 and may be a LIBOR Bid Loan or an Absolute Rate Bid Loan.
          "Borrower" has the meaning specified in the preamble.
          "Borrowing" means a Committed Borrowing or a Bid Borrowing.
          "Business Day" means any day other than a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or
required by law to close and, if the applicable Business Day relates to any
Eurodollar Loan, means such a day on which dealings are carried on in the
London interbank market.
          "CERCLA" has the meaning specified in the definition of
Environmental Law.
          "COBRA" has the meaning specified in Section 4.16(k).
          "Code" means the Internal Revenue Code of 1986 (or any
successor(s) thereto), as amended from time to time.
          "Commitment" means, for each Bank, as the context may require
     (i)  the amount in dollars set forth in Schedule 1.01(a) opposite the name
          of such Bank under the heading "Commitment" or as otherwise set forth
          in any Notice of Assignment, as such amount may be reduced pursuant
          to Section 2.06 or as a result of one or more assignments pursuant to
          Section 10.08 or
     (j)  the obligation of such Bank to extend credit to the Borrower hereunder
          in the amount specified in the immediately preceding clause (a).  The
          initial aggregate amount of the Banks' Commitments is $2,500,000,000.
          "Committed Borrowing" means an extension of credit hereunder
consisting of Committed Loans made, continued or converted on the same day
by the Banks ratably according to their Percentage Shares and, in the case
of Eurodollar Loans, having the same Interest Periods.
          "Committed Loan" means an extension of credit by a Bank to the
Borrower pursuant to Section 2.01 and may be a Eurodollar Loan or a
Reference Rate Loan.
          "Competitive Bid" means an offer by a Bank to make a Bid Loan in
accordance with Section 2.04(b).
          "Competitive Bid Request" has the meaning specified in
Section 2.04(a).
          "Consolidated EBITDA" means, for any period, Consolidated Net
Income for such period plus (a) without duplication and to the extent
deducted in determining such Consolidated Net Income, the sum of
     (k)  Consolidated Interest Expense for such period, (ii) consolidated
income tax expense for such period, (iii) all amounts attributable to
depreciation and amortization for such period and (iv) extraordinary losses
for such period and minus (b) without duplication and to the extent included in
determining such Net Income, any extraordinary gains for such period, all
determined on a consolidated basis in accordance with GAAP.
          "Consolidated Interest Expense" means, for any period, the
interest expense (including imputed interest expense in respect of capital
lease obligations) of the Borrower and its consolidated Subsidiaries for
such period, determined on a consolidated basis in accordance with GAAP.



                                     101
<PAGE>
          "Consolidated Net Income" means, for any period, the consolidated
net income (or loss) of the Borrower and its consolidated Subsidiaries for
such period (taken as a single accounting period) determined in conformity
with GAAP, excluding (to the extent otherwise included therein) any gains or
losses, together with any related provision for taxes, realized upon any
sale of assets other than in the ordinary course of business; provided,
however, that there shall be excluded therefrom the net income (or loss) of
any Person accrued prior to the earlier of the date such Person becomes a
Subsidiary of the Borrower or is merged into or consolidated with the
Borrower or any of its Subsidiaries or such Person's assets are acquired by
the Borrower or any of its Subsidiaries.
          "Contractual Obligation" means, as to any Person, any provision of
any security issued by such Person or of any agreement, undertaking,
contract, indenture, mortgage, deed of trust or other instrument, document
or agreement to which such Person is a party or by which it or any of its
property is bound.
          "Controlled Group" means, with respect to any Person, all members
of a controlled group of corporations and all trades or businesses (whether
or not incorporated) which are under common control with such Person and
which, together with such Person, are treated as a single employer under
Section 414(b), (c), (m) or (o) of the Code.
          "Debt Rating" means the actual or implied rating as most recently
assigned to the Index Debt or the Borrower's senior, unsecured, non-credit
enhanced short-term debt by Moody's or S&P, as the case may be.
          "Debt Ratio" means, at any date of determination, the ratio of
(a)  Indebtedness for Borrowed Money at such date to (b) Total
Capitalization as of the last day of the most recent fiscal quarter or
fiscal year, as the case may be, of the Borrower for which financial
statements have been delivered pursuant to paragraph (a) or (b) of Section
6.09.
          "Default" means any event or condition which, with the giving of
notice or the lapse of time, or both, would become an Event of Default.
          "Domestic Lending Office" has the meaning specified in the
definition of Lending Office.
          "Effective Date" means the date on which all conditions precedent
set forth in paragraphs (a) through (g) of Section 5.01 are satisfied (or
waived in accordance with Section 10.02).
          "Environmental Claim" means any claim, however asserted, by any
Governmental Authority or other Person alleging potential liability for
violation of any Environmental Law or for release or injury to the
environment or threat to public health, personal injury (including sickness,
disease or death), property damage, natural resources damage, or otherwise
alleging liability for damages, punitive damages, cleanup costs, removal
costs, remedial costs, response costs, restitution, civil or criminal
penalties, injunctive relief, or other type of relief, resulting from or
based upon (a) the presence, placement, discharge, emission or release
(including intentional and unintentional, negligent and non-negligent,
sudden or non-sudden, accidental or non-accidental placement, spill, leaks,
discharges, emissions or releases) of any Hazardous Material at, in or from
property, whether or not owned by the Borrower or any of its Subsidiaries,
or (b) any other circumstances forming the basis of any violation, or
alleged violation, of any Environmental Law.
          "Environmental Law" means the Comprehensive Environmental
Response, Compensation, and Liability Act (42 U.S.C.  9601 et seq.)
("CERCLA"), the Hazardous Material Transportation Act (49 U.S.C.  1801 et
seq.), the Resource Conservation and Recovery Act (42 U.S.C.  6901 et
seq.), the Federal Water Pollution Control Act (33 U.S.C.  1251 et seq.),

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the Clean Air Act (42 U.S.C.  7401 et seq.), the Toxic Substances Control
Act (15 U.S.C.  2601 et seq.) and the Occupational Safety and Health Act
(29 U.S.C.  651 et seq.) ("OSHA"), as such laws have been or hereafter may
be amended, modified or supplemented, and any and all analogous future
federal, or present or future state or local, statutes and the regulations
promulgated pursuant thereunder.
          "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time and all regulations promulgated thereunder.
          "ERISA Event" means, with respect to any Person, (a) a Reportable
Event (other than a Reportable Event not subject to the provision for 30-day
notice to the PBGC under regulations issued under Section 4043 of ERISA);
(b) the withdrawal of such Person or any member of its Controlled Group from
a Plan during a plan year in which it was a "substantial employer" as
defined in Section 4001(a)(2) of ERISA; (c) the filing of a notice of intent
to terminate a Plan or the treatment of a Plan amendment as a termination
under Section 4041 of ERISA; (d) the institution of proceedings to terminate
a Plan by the PBGC; (e) the failure to make required contributions which
would result in the imposition of a Lien under Section 412 of the Code or
Section 302 of ERISA; and (f) any other 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, any Plan
or the imposition of any liability under Title IV of ERISA other than PBGC
premiums due but not delinquent under Section 4007 of ERISA.
          "Eurocurrency Liabilities" has the meaning assigned to that term
in Regulation D of the Federal Reserve Board, as in effect from time to
time.
          "Eurodollar Lending Office" has the meaning specified in the
definition of Lending Office.
          "Eurodollar Loan" means any Committed Loan that bears interest at
a rate determined with reference to LIBOR.
          "Eurodollar Reserve Percentage" means, with respect to any
Interest Period for any Eurodollar Loan made by any Bank, the reserve
percentage applicable 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 regulations issued from time to time by the Federal
Reserve Board for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) for such Bank
with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities having a term equal to such Interest Period.
          "Event of Default" has the meaning specified in Section 8.01.
          "Excess Margin Stock" means that portion, if any, of the Margin
Stock owned by the Borrower and its Subsidiaries that must be excluded from
the restrictions imposed by Section 7.01 and Section 7.07 in order for the
value (determined in accordance with Regulation U) of the Margin Stock
subject to such Sections to account for less than 25% of the aggregate value
(as so determined) of all assets subject to such Sections.
          "Existing Credit Agreement" means the Fourth Amended and Restated
Credit Agreement dated as of May 26, 1995, as amended, among the Borrower
and the banks and agents party thereto.
          "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



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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 Administrative
Agent from three Federal funds brokers of recognized standing selected by
the Administrative Agent.
          "Federal Reserve Board" means the Board of Governors of the
Federal Reserve System.
          "Form W-8BEN" has the meaning specified in Section 3.05(f)(i)(B).
          "Form W-8ECI" has the meaning specified in Section 3.05(f)(i)(A).
          "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board, or in such other
statements by such other entity as may be in general use by significant
segments of the accounting profession, which are applicable to the
circumstances as of the date of determination.
          "Governmental Authority" means any nation or government, any state
or other political subdivision thereof and any central bank (or similar
monetary or regulatory authority) thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of
or pertaining to government.
          "Guarantee Agreement" means the Guarantee Agreement, substantially
in the form of Exhibit 1.01, made by IBP for the benefit of the
Administrative Agent and the Lenders.
          "Hazardous Materials" means all those substances which are
regulated by, or which may form the basis of liability under, any
Environmental Law, including all substances identified under any
Environmental Law as a pollutant, contaminant, waste, solid waste, hazardous
waste, hazardous constituent, special waste, hazardous substance, hazardous
material, or toxic substance, or petroleum or petroleum derived substance or
waste.
          "IBP" means IBP, inc., a Delaware corporation.
          "IBP Credit Agreement" means the $950,000,000 Nine-Month Credit
Agreement among IBP, the banks party thereto, Bank of America, N.A., as
Syndication Agent, and U.S. Bank National Association, as Administrative
Agent.
          "Indebtedness" of any Person means, without duplication, (a) all
indebtedness for borrowed money or for the deferred purchase price of
property or services (including reimbursement and all other obligations with
respect to surety bonds, letters of credit and bankers' acceptances, whether
or not matured); (b) all obligations evidenced by notes, bonds, debentures
or similar instruments; (c) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller
or bank under such agreement in the event of default are limited to
repossession or sale of such property); (d) all obligations under leases
which have been or should be, in accordance with GAAP, recorded as capital
leases; (e) all net obligations with respect to Interest Rate Contracts;
(f) all direct or indirect guaranties in respect of any obligations
(contingent or otherwise) to purchase or otherwise acquire, or otherwise to
assure a creditor against loss in respect of, indebtedness or obligations of
others of the kinds referred to in clause (a), (b), (c), (d) or (e) above;
and (g) all Indebtedness referred to in clause (a), (b), (c), (d) or
(e) above secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien upon or
in property (including accounts and contracts rights) owned by such Person,

                                     104
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even though such Person has not assumed or become liable for the payment of
such Indebtedness; provided, however, that if any Indebtedness of any type
referred to above is supported by another type of Indebtedness referred to
above, such Indebtedness shall not be considered more than once for the
purposes of this definition; and provided, further, that for the purposes of
this definition, Indebtedness shall not include any obligation of the
Borrower to make payments to or in respect of the Hogty Limited Partnership
or similar programs in connection with live inventory, consistent with past
practices, or to make payments to MetLife Leasing or a similar entity under
and in respect of a lease guaranty program or any similar live inventory
program with Arkansas-California Livestock Company, Inc. or another entity,
consistent with past practices.
          "Indebtedness for Borrowed Money" means the sum of all
Indebtedness of the Borrower and its consolidated Subsidiaries of the type
referred to in paragraphs (a), (b) and (d) of the definition of
Indebtedness.
          "Indemnified Party" has the meaning specified in Section 10.05(a).
          "Index Debt" means senior, unsecured, long-term indebtedness for
borrowed money of the Borrower that is not guaranteed by any other Person or
subject to any other credit enhancement.
          "Insolvency Proceeding" means (a) any case, action or proceeding
before any court or other Governmental Authority relating to bankruptcy,
reorganization, insolvency, liquidation, receivership, dissolution, winding-
up or relief of debtors or (b) any general assignment for the benefit of
creditors, composition, marshalling of assets for creditors or other similar
arrangement in respect of the creditors of any Person generally or any
substantial portion of the creditors of such Person; in each case undertaken
under United States Federal or State law or foreign law.
          "Interest Payment Date" means (a) with respect to any Eurodollar
Loan or Bid Loan, the last day of each Interest Period applicable to such
Eurodollar Loan or Bid Loan and (i) with respect to any Interest Period of
six months duration for any Eurodollar Loan, the date which falls three
months after the beginning of such Interest Period, and (ii) with respect to
any Bid Loan, such intervening date prior to the maturity thereof as may be
agreed between the Borrower and the applicable Bank and (b) with respect to
any Reference Rate Loan, the last day of each calendar quarter.
          "Interest Period" means,
     (a) with respect to any Eurodollar Loan, the period commencing on the
Business Day such Eurodollar Loan is disbursed or on the date on which a
Reference Rate Loan is converted into a Eurodollar Loan and ending on the
date one, two, three or six months thereafter, as selected by the Borrower
in its Notice of Borrowing or Notice of Conversion/Continuation; and
     (b) with respect to any Bid Loan, the period specified by the Borrower
in the relevant Competitive Bid Request;
     provided, however, that:
          (i) in the case of the continuation of a Eurodollar Loan pursuant
     to Section 2.11(b), the Interest Period applicable after the
     continuation of such Loan shall commence on the last day of the
     preceding Interest Period;
          (ii) if any Interest Period applicable to a Eurodollar Loan would
     otherwise end on a day which is not a Business Day, that Interest
     Period shall be extended to the next succeeding Business Day unless
     the result of such extension would be to carry such Interest Period
     into another calendar month in which event such Interest Period shall
     end on the immediately preceding Business Day;



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         (iii) any Interest Period applicable to a Eurodollar Loan that
     begins on the last Business Day of a calendar month (or on a day for
     which there is no numerically corresponding day in the calendar month
     at the end of such Interest Period) shall end on the last Business Day
     of the calendar month at the end of such Interest Period; and
          (iv) no Interest Period for any Loan shall extend beyond the
     Maturity Date.
          "Interest Rate Contracts" means interest rate protection, cap or
collar agreements, interest rate insurance, and other agreements or
arrangements designed to provide protection against fluctuations in interest
rates.
          "IRS" means the Internal Revenue Service of the United States of
America.
          "Lending Office" means, with respect to any Bank, (a) in the case
of a Committed Loan, the office or offices of such Bank specified as its
"Domestic Lending Office" or "Eurodollar Lending Office", as the case may
be, opposite its name in Schedule 1.01(b) or in the applicable Notice of
Assignment or such other office or offices of such Bank as such Bank may
from time to time specify in writing to the Borrower and the Administrative
Agent and (b) in the case of a Bid Loan, the office of such Bank notified by
such Bank to the Borrower as its Lending Office with respect to such Bid
Loan or, if such Bank fails to so notify the Borrower, such Bank's Domestic
Lending Office listed in Schedule 1.01(b).
          "Level  I Status" exists at any date if, at such date (a) the Debt
Rating is A- (or the equivalent) or higher by S&P and Baa1 (or the
equivalent) or higher by Moody's or (b) BBB+ (or the equivalent) or higher
by S&P and A3 (or the equivalent) or higher by Moody's and (c) Level IV
Status does not exist.
          "Level  II Status" exists at any date if, at such date (a) the
Debt Rating is BBB+ (or the equivalent) or higher by S&P or Baa1 (or the
equivalent) or higher by Moody's, (b) Level I Status does not exist and
(c) Level IV Status does not exist.
          "Level III Status" exists at any date if, at such date (a) the
Debt Rating is BBB (or the equivalent) by S&P and Baa2 (or the equivalent)
by Moody's and (b) Level IV Status does not exist.
          "Level IV Status" exists at any date if, at such date (a) the Debt
Rating is BBB- (or the equivalent) or lower by S&P or Baa3 (or the
equivalent) or lower by Moody's, (b) the Index Debt is unrated by either S&P
or Moody's or (c) the Borrower's senior, unsecured short-term Indebtedness
for borrowed money that is not guaranteed by any other Person or subject to
any other credit enhancement is rated less than A2 by Moody's or less than
P2 by S&P or is unrated by either S&P or Moody's.
          "LIBOR" means, with respect to any Eurodollar Loan or LIBOR Bid
Loan for any Interest Period, the rate appearing on Page 3750 of the
Telerate Service (or on any successor or substitute page of such Service, or
any successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two
Business days prior to the commencement of such Interest Period, as the rate
for dollar deposits with a maturity comparable to such Interest Period.  In
the event that such rate is not available at such time for any reason, then
the "LIBOR" with respect to such Eurodollar Loan or LIBOR Bid Loan for such
Interest Period shall be the rate at which dollar deposits of $5,000,000 and
for a maturity comparable to such Interest Period are offered by the


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principal London office of the Administrative Agent in immediately available
funds in the London interbank market at approximately 11:00 a.m., London
time, two Business days prior to the commencement of such Interest Period.
          "LIBOR Bid Loan" means any Bid Loan that bears interest at a rate
determined with reference to LIBOR.
          "LIBOR Bid Margin" has the meaning specified in
Section 2.04(b)(ii)(B).
          "Lien" means any lien, charge, security interest or encumbrance or
any other type of preferential arrangement (including liens or retained
security titles of conditional vendors and capitalized leases but excluding
any right of set-off).
          "Loan" means an extension of credit by a Bank pursuant to
Article II and may be a Committed Loan or a Bid Loan.
          "Loan Documents" means this Agreement, the Guarantee Agreement,
any promissory notes delivered pursuant to this Agreement, the account
agreement contemplated by the last paragraph of Section 5.01, the Notices of
Borrowing, the Notices of Conversion/Continuation and the Competitive Bid
Requests.
          "Majority Banks" means at any time Banks holding at least 51% of
the Commitments and, if the Commitments have been terminated, Banks holding
at least 51% of the then aggregate unpaid principal amount of the Loans made
by the Banks.
          "Margin Stock" shall have the meaning given such term under
Regulation U.
          "Material Adverse Effect" means (a) an adverse change in, or an
adverse effect upon, the financial condition, business, prospects or
properties of any of (i) the Borrower or (ii) the Borrower and its
Subsidiaries taken as a whole resulting from a single event or a series of
events within any 12-month period causing the consolidated Net Worth
(calculated as if the Merger had occurred as of the Effective Date) of the
Borrower to be reduced by 10% or more; (b) any material adverse change in
the rights or remedies of the Banks under the Loan Documents or the ability
of the Borrower to perform its obligations under any of the Loan Documents;
or (c) any material adverse change in the legality, validity or
enforceability of any Loan Document.
          "Maturity Date" means the first anniversary of the Termination
Date.
          "Merger" means the merger of IBP with and into Merger Co. in
accordance with the Merger Agreement.
          "Merger Agreement" means the Agreement and Plan of Merger dated as
of January 1, 2001, among IBP, the Borrower and Merger Co., with no changes
therefrom adverse to the Banks.
          "Merger Co." means Lasso Acquisition Corporation, a Delaware
corporation and a wholly-owned Subsidiary of the Borrower.
          "Moody's" means Moody's Investors Service, Inc. or any successor
to the rating agency business thereof.
          "Multiemployer Plan" means, with respect to any Person, at any
time, a "multiemployer plan" within the meaning of Section 4001(a)(3) of
ERISA and to which such Person or any member of its Controlled Group is
making, or is obligated to make contributions or has made, or been obligated
to make, contributions.
          "Net Proceeds" means, with respect to any sale, lease, transfer,
condemnation or other voluntary or involuntary disposition of assets,
including a Permitted Disposition, or any sale or issuance of Senior Notes
or any Indebtedness or equity of the Borrower sold or issued in lieu of
Senior Notes,


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     (a) the aggregate amount of cash proceeds received by the Borrower or
any of its Subsidiaries from such disposition or sale or issuance;
     minus
     (b) the sum of
                (i) all fees and expenses, including customary brokerage
          commissions, appraisal fees, survey charges, legal and investment
          banking fees and other similar commissions, charges or fees
          incurred in connection with such disposition or sale or issuance;
          plus
               (ii) all taxes, including filing, recording or registration
          fees, recording taxes and transfer taxes paid (or payable) and
          income tax paid in connection with such disposition or sale or
          issuance;
          plus
               (iii) the amount of Indebtedness required to be paid in
          connection with such disposition to satisfy any Lien existing on
          the property included in such disposition.
          "Net Worth" means, with respect to any Person, at any date of
determination, shareholders' equity as determined in accordance with GAAP.
          "Notice of Assignment" has the meaning specified in
Section 10.08(b).
          "Notice of Borrowing" has the meaning specified in
Section 2.02(a).
          "Notice of Conversion/Continuation" has the meaning specified in
Section 2.11(b).
          "Obligations" means all Loans, other Indebtedness, advances,
debts, liabilities, obligations, covenants and duties owing by the Borrower
to any Bank, the Administrative Agent, any Affiliate of any of the foregoing
or any Indemnified Party, of any kind or nature, present or future, whether
or not evidenced by any note, guaranty or other instrument, arising under
this Agreement or under any other Loan Document, whether or not for the
payment of money, whether arising by reason of an extension of credit, loan,
guaranty, indemnification, or in any other manner, whether direct or
indirect (including those acquired by assignment), absolute or contingent,
due or to become due, now existing or hereafter arising and however
acquired.  The term "Obligations" includes all interest, charges, expenses,
fees, attorneys' fees and disbursements (including the allocated cost of in-
house counsel) and any other sum chargeable to the Borrower under this
Agreement or any other Loan Document.
          "OSHA" has the meaning specified in the definition of
Environmental Laws.
          "Other Taxes" has the meaning specified in Section 3.05(b).
          "Participant" has the meaning specified in Section 10.08(d).
          "PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.
          "Percentage Share" means, as to any Bank, at any time, such Bank's
percentage share of the Aggregate Commitments, as set forth opposite such
Bank's name in Schedule 1.01(a) under the heading "Percentage Share" or set
forth in any Notice of Assignment delivered pursuant to Section 10.08, as
such percentage may be modified from time to time in connection with any
assignment of the Commitment of such Bank in accordance with the terms
hereof.
          "Permitted Disposition" means, any disposition (except as
otherwise permitted under Section 7.07) made by the Borrower or any of its
Subsidiaries of any of its assets if the net income for the most recently
completed four fiscal quarter period for which financial statements have
been delivered pursuant to Section 6.09(a) or (b) derived from the assets

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subject to such disposition together with the net income for such period
derived from all other assets sold or otherwise disposed of during or after
such period does not exceed 10% of Consolidated Net Income (calculated as if
the Merger had occurred as of the Effective Date) for such period.
          "Permitted Investments" means:
          (a) securities issued or fully guaranteed or insured by the
     United States Government or any agency thereof and backed by the full
     faith and credit of the United States of America having maturities of
     not more than one year from the date of acquisition;
          (b) certificates of deposit, time deposits, Eurodollar time
     deposits, overnight bank deposits, repurchase agreements, reverse
     repurchase agreements or bankers' acceptances, having in each case a
     tenor of not more than one year issued by any Bank, or by any
     United States commercial bank or any branch or agency of a non-
     United States bank licensed to conduct business in the United States
     of America having a combined capital and surplus of not less than
     $100,000,000 whose short terms securities are rated at least A-1 by
     S&P and P-1 by Moody's;
          (c) commercial paper of an issuer rated at least A-1 by S&P or
     P-1 by Moody's and in either case having a tenor of not more than 270
     days; and
          (d) money-market funds invested in short-term securities rated at
     least as provided in clause (b) above.
          "Permitted Lien Basket" means 10% of Total Capitalization.
          "Permitted Liens" has the meaning specified in Section 7.01.
          "Person" means an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint venture
or Governmental Authority.
          "Plan" means, with respect to the Borrower or any member of its
Controlled Group, at any time, an employee pension benefit plan as defined
in Section 3(2) of ERISA (including a Multiemployer Plan) that is covered by
Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code and is maintained for the employees of such Person
or any member of its Controlled Group.
          "Priority Debt" means (a) any Indebtedness secured by a Lien
(including in connection with capital leases or other financing leases)
encumbering any asset of the Borrower or any of its Subsidiaries, (b) any
Indebtedness of any Subsidiary of the Borrower (other than Indebtedness of
IBP under the Guarantee Agreement and Indebtedness of IBP owed to the
Borrower), (c) any receivables purchase transaction involving receivables of
the Borrower or any of its Subsidiaries or any other securitization of
assets of the Borrower or any of its Subsidiaries and (d) any sale-leaseback
transaction involving assets of the Borrower or any of its Subsidiaries.
          "Reference Rate" means the higher of (a) the Federal Funds Rate
plus 1/2% and (b) the rate of interest (the "Prime Rate") publicly announced
from time to time by the Administrative Agent, as its prime rate in effect
at its principal office in New York City.  Any change in the Prime Rate
shall take effect at the opening of business on the day specified in the
public announcement of such change.
          "Reference Rate Loan" means any Committed Loan that bears interest
at a rate determined with reference to the Reference Rate.
          "Regulation U" shall mean Regulation U of the Board of Governors
of the Federal Reserve System of the United States of America as from time
to time in effect and all official rulings and interpretations thereunder or
thereof.



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          "Reportable Event" means any of the events set forth in
Section 4043(b) of ERISA or the regulations thereunder.
"Replacement Bank" has the meaning specified in Section 3.14(b).
          "Requirement of Law" means, with respect to any Person, the
charter and by-laws or other organizational or governing documents of such
Person, and any law, rule or regulation (including Environmental Laws and
ERISA) or order, decree or other determination of an arbitrator or a court
or other Governmental Authority applicable to or binding upon such Person or
any of its property or to which such Person or any of its property is
subject.
          "Responsible Officer" means, with respect to any Person, the Chief
Executive Officer, the President, the Chief Financial Officer, the
Treasurer, the Assistant Treasurer or the Secretary of such Person.
          "Senior Notes" means senior unsecured notes of the Borrower
intended to be issued in an aggregate principal amount of up to
$2,000,000,000, the proceeds of which will be used to repay commercial paper
of the Borrower or, if outstanding, Loans and to terminate Commitments
hereunder.
          "S&P" means Standard & Poor's Ratings Group or any successor to
the rating agency business thereof.
          "Solvent" means, with respect to any Person, that the fair value
of the assets of such Person (both at fair valuation and at present fair
saleable value) is, on the date of determination, greater than the total
amount of liabilities (including contingent and unliquidated liabilities) of
such Person as of such date and that, as of such date, such Person is able
to pay all liabilities of such Person as such liabilities mature and such
Person does not have unreasonably small capital with which to carry on its
business.  In computing the amount of contingent or unliquidated liabilities
at any time, such liabilities will be computed at the amount which, in light
of all the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured
liability.
          "Stock" means all shares, options, interests, participations or
other equivalents (regardless of how designated) of or in a corporation or
other entity, whether voting or non-voting, of any class and includes,
common stock, preferred stock or warrants or options for any of the
foregoing.
          "Subsidiary" means, with respect to any Person, any corporation
more than 50% of whose stock having by the terms thereof ordinary voting
power to elect a majority of the directors of such corporation is at the
time owned by such Person, directly or indirectly through one or more
Subsidiaries.  At all times on and after the Effective Date, IBP and its
Subsidiaries will constitute Subsidiaries of the Borrower.
          "Taxes" has the meaning specified in Section 3.05(a).
          "Tender Offer" means the Offer (as defined in the Merger
Agreement) of the Borrower and Merger Co. to acquire 50.1% of the issued and
outstanding shares of IBP common stock.
          "Termination Date" means January 10, 2002.
          "Total Capitalization" means, at any date, the sum of (a) the
aggregate amount of Indebtedness for Borrowed Money and (b) Net Worth of the
Borrower and its consolidated Subsidiaries.
          "Transactions" means the execution, delivery and performance by
the Borrower of this Agreement and the other Loan Documents, the borrowing
of Loans and the use of the proceeds thereof, the Acquisition, the Merger
and the assumption and refinancing of Indebtedness and the other
transactions contemplated by the Borrower to be effected in connection
therewith.

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          "Tyson Limited Partnership" means that certain Delaware limited
partnership of the same name of which Mr. Don Tyson is the Managing General
Partner.
          SECTION 1.02.  Computation of Time Periods.  In this Agreement, in
the computation of periods of time from a specified date to 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.  Accounting Matters.  All accounting terms not
specifically defined herein shall be construed in accordance with GAAP;
provided, however, all computations determining compliance with
Sections 7.15 and 7.16 shall use accounting principles consistent with those
applied in the preparation of the financial statements of the Borrower
referred to in Section 4.05.  IBP and its Subsidiaries will be deemed to be
consolidated Subsidiaries of the Borrower at all times on and after the
Effective Date.
          SECTION 1.04.  Certain Terms.  The words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a
whole, including the Exhibits and Schedules hereto, as the same may from
time to time be amended, supplemented, amended and restated or otherwise
modified and not to any particular Article, Section, paragraph or clause in
this Agreement.  The word "includes" and "including" when used herein is not
intended to be exclusive and means "includes, without limitation" and
"including, without limitation."  References herein to an Article, Section,
paragraph or clause shall refer to the appropriate Article, Section,
paragraph or clause in this Agreement.

                                   ARTICLE II

                       Amounts and Terms of the Loans

          SECTION 2.01.  Amounts and Terms of Commitments.  Each Bank
severally agrees, on the terms and subject to the conditions hereinafter set
forth, to make Committed Loans to the Borrower (each such Loan, a "Committed
Loan") from time to time on any Business Day during the period from the
Effective Date to the Termination Date, in an aggregate principal amount not
to exceed at any time outstanding such Bank's Commitment; provided, however,
that after giving effect to any Borrowing of Committed Loans, (a) the
aggregate principal amount of all outstanding Committed Loans plus (b) the
aggregate principal amount of all outstanding Bid Loans shall not exceed the
Aggregate Commitments; and provided further that no Loan shall be made at
any time prior to the Acquisition Date unless there are at such time no
unused commitments under the Existing Credit Agreement (and/or any amendment
of, supplement to or replacement of the Existing Credit Agreement).  Within
the limits of each Bank's Commitment, the Borrower may on and prior to the
Termination Date borrow under this Section 2.01, prepay pursuant to Section
2.07 and reborrow pursuant to this Section 2.01.  Loans repaid or prepaid
after the Termination Date may not be reborrowed.
          SECTION 2.02.  Procedure for Committed Borrowing.  (a)  Each
Committed Borrowing shall be made upon the irrevocable notice of the
Borrower, received by the Administrative Agent not later than 12:00 noon
(New York City time) (i) three Business days prior to the date of the
proposed Borrowing, in the case of Eurodollar Loans; and (ii) one Business
Day prior to the date of the proposed Borrowing, in the case of Reference
Rate Loans; provided, however, that in case of a Committed Borrowing of
Reference Rate Loans after the cancellation of a Bid Borrowing pursuant to
Section 2.04(c)(i), the Borrower may give such notice to the Administrative
Agent not later than 11:00 a.m. (New York City time) on the date of such

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Committed Borrowing.  Each such notice of a Committed Borrowing (a "Notice
of Borrowing") shall be in writing (including by facsimile confirmed
immediately by telephone), in substantially the form of Exhibit 2.02
specifying:
           (i) the requested borrowing date, which shall be a Business Day;
          (ii) the aggregate amount of the Borrowing, which (a) shall not
     exceed the unused portion of the Aggregate Commitments and (b) shall
     be a minimum amount of $5,000,000 or an integral multiple of
     $1,000,000 in excess thereof;
          (iii) whether the Borrowing is to be comprised of Eurodollar
     Loans or Reference Rate Loans; and
          (iv) if the Borrowing is to be comprised of Eurodollar Loans, the
     duration of the initial Interest Period applicable to such Loans.  If
     the Notice of Borrowing shall fail to specify the duration of the
     initial Interest Period for any Borrowing comprised of Eurodollar
     Loans, such Interest Period shall be three months.
          (b) Upon receipt of a Notice of Borrowing, the Administrative
Agent shall promptly notify each Bank thereof and of the amount of such
Bank's Percentage Share of such Borrowing.
          (c) Each Bank shall make the amount of its Percentage Share of the
Committed Borrowing available to the Administrative Agent for the account of
the Borrower at the Administrative Agent's Payment Office by 12:00 noon (New
York City time) on the borrowing date requested by the Borrower in funds
immediately available to the Administrative Agent.  Unless any applicable
condition specified in Article V has not been satisfied, the Administrative
Agent will make the funds so received from the Banks promptly available to
the Borrower by crediting the account of the Borrower on the books of the
Administrative Agent (or such other account as shall have been specified by
the Borrower) with the aggregate amount made available to the Administrative
Agent by the Banks and in like funds as received by the Administrative
Agent.
          (d) After giving effect to any Committed Borrowing, there shall
not be more than six different Interest Periods in effect in respect of all
Committed Loans together.
          SECTION 2.03.  Bid Borrowings.  In addition to Committed
Borrowings pursuant to Section 2.01, each Bank severally agrees that the
Borrower may, as set forth in Section 2.04, from time to time on any
Business Day during the period from the Effective Date to the Termination
Date, request the Banks to submit offers to make Bid Loans to the Borrower;
provided, however, that the Banks may, but shall have no obligation to,
submit such offers and the Borrower may, but shall have no obligation to,
accept any such offers; and provided, further, that at no time shall the sum
of (a) the aggregate principal amount of all outstanding Bid Loans made by
all Banks plus (b) the aggregate principal amount of all outstanding
Committed Loans exceed the Aggregate Commitments.
          SECTION 2.04.  Procedure for Bid Borrowings.  (a)  The Borrower
may request a Bid Borrowing hereunder by delivering to the Administrative
Agent and each Bank by facsimile not later than 12:00 noon (New York City
time) (i) three Business days prior to the date of the proposed Borrowing,
in the case of LIBOR Bid Loans; and (ii) one Business Day prior to the date
of the proposed Borrowing, in the case of Absolute Rate Bid Loans, a
solicitation for Bid Loans (a "Competitive Bid Request"), in substantially
the form of Exhibit 2.04(a), specifying:
          (i) the requested borrowing date, which shall be a Business Day;
          (ii) the aggregate amount of the Borrowing, which shall be a
     minimum amount of $5,000,000 or an integral multiple of $1,000,000 in
     excess thereof;

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       (iii) whether the Bid Loans requested are LIBOR Bid Loans or
     Absolute Rate Bid Loans;
        (iv) the duration of the Interest Period applicable to such Bid
     Loans, which shall be not less than five days and not more than
     183 days and which shall not extend beyond the Termination Date; and
          (v) any other terms to be applicable to such Bid Loans.
          (b) (i) Each Bank may, in response to a Competitive Bid Request,
in its discretion, irrevocably submit to the Borrower a Competitive Bid
containing an offer or offers to make one or more Bid Loans.  Each
Competitive Bid must be submitted to the Borrower by facsimile before 10:00
a.m. (New York City time) (i) two Business days prior to the proposed date
of Borrowing, in the case of a request for LIBOR Bid Loans and (ii) on the
proposed date of Borrowing, in the case of a request for Absolute Rate Bid
Loans.
          (ii) Each Competitive Bid shall be in substantially the form of
     Exhibit 2.04(b), specifying:
          (A) the minimum amount of each Bid Loan for which such Competitive
     Bid is being made, which shall be $5,000,000 or an integral multiple of
     $1,000,000 in excess thereof, and the maximum amount thereof, which may
     not exceed the principal amount of Bid Loans for which Competitive Bids
     were requested (but which may exceed such Bank's Commitment);
          (B) the rate or rates of interest per annum offered for each Bid
     Loan, which, in the case of a LIBOR Bid Loan, shall be expressed as a
     percentage (rounded to the nearest 1/100%) to be added to or subtracted
from the applicable LIBOR (the "LIBOR Bid Margin");
          (D) the applicable Interest Period for each Bid Loan offered by
     it; and
          (E) the identity and the applicable Lending Office of the quoting
     Bank. A Competitive Bid may contain up to six separate offers by the
     quoting Bank with respect to each Interest Period specified in the
     related Competitive Bid Request.
          (iii) Any Competitive Bid shall be disregarded if it:
          (A) is not substantially in conformity with Exhibit 2.04(b) or
     does not specify all of the information required by clause (ii) above;
          (B) contains qualifying, conditional or similar language;
          (C) proposes terms other than or in addition to those set forth
     in the applicable Competitive Bid Request; or
          (D) arrives after the time set forth in clause (i) above.
          (c) Not later than 11:00 a.m. (New York City time) (i) two
Business days prior to the proposed date of Borrowing, in the case of LIBOR
Bid Loans and (ii) on the date of such Bid Borrowing, in the case of
Absolute Rate Loans, the Borrower shall either
          (i) cancel such Borrowing by giving the Administrative Agent and
     the Banks notice thereof (which notice may be given by telephone,
     confirmed by facsimile); or
          (ii) accept one or more of the offers made by any Bank or Banks
     pursuant to paragraph (b) above, in its sole discretion, by giving
     notice (which notice may be given by telephone, confirmed by
     facsimile)(a) to such Bank or Banks of the amount of each Bid Loan
     (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 such Bank for such Bid Loan pursuant to paragraph (b) above) to be
     made by each such Bank as part of such Bid Borrowing, and reject any
     remaining offers made by the Banks and give notice to that effect, and
     (b) to the Administrative Agent of the date of such Borrowing and the



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     aggregate amount thereof (which may not exceed the applicable amount
     set forth in the related Competitive Bid Request); provided, however,
     that acceptance by the Borrower of offers may only be made on the
     basis of ascending LIBOR Bid Margins or Absolute Rates within each
     Interest Period; and, provided, further, that if offers are made by
     two or more Banks with the same LIBOR Bid Margins or Absolute Rates
     for a greater aggregate principal amount than the amount for which
     such offers are accepted for the related Interest Rate Period, the
     principal amount of Bid Loans accepted shall be allocated by the
     Borrower among such Banks as nearly as possible (in multiples not less
     than $1,000,000) in proportion to the aggregate principal amount of
     such offers; provided, however, that in the event the Borrower does
     not, before the time stated above, either cancel the proposed Bid
     Borrowing pursuant to clause (i) above or accept one or more of the
     offers pursuant to clause (ii) above, such Bid Borrowing shall be
     deemed cancelled and provided further, that in the event the Borrower
     accepts one or more of the offers pursuant to clause (ii) above but
     does not expressly reject or accept the remaining offers, such
     remaining offers shall be deemed rejected.
          (d) (i) If the Borrower accepts one or more of the offers to make
Bid Loans made by any Bank or Banks pursuant to paragraph (c)(ii) above,
each such Bank shall, subject to the satisfaction of the conditions
precedent specified in Section 5.02, before 12:00 noon (New York City time)
on the date of the Bid Borrowing, make available to the Borrower at such
Bank's Lending Office such Bank's portion of such Bid Borrowing in same day
funds. (ii) Not later than 5:00 p.m. (New York City time) on the date of
each Bid Borrowing,
          (A) the Borrower shall notify the Administrative Agent of (1) the
     aggregate amount of Bid Loans made in connection with such Bid
     Borrowing (which amount may not exceed the amount requested pursuant to
     Section 2.04(a)(ii)), (2) each date on which any Bid Loan shall mature,
     (3) the principal amount of Bid Loans which shall mature on each such
     date, (4) the highest and the lowest Competitive Bid submitted by the
     Banks in connection with each Competitive Bid Request, and (5) the
     highest and the lowest Competitive Bid accepted by the Borrower; and
          (B) the Administrative Agent will in turn promptly give to each
     Bank the information received from the Borrower in connection with such
     Bid Borrowing.
          (e) Upon being notified by the Borrower of the amount of, and the
applicable Interest Period for, any LIBOR Bid Loan, the Administrative Agent
shall determine LIBOR (as provided in the definition of LIBOR) and give
prompt notice to the Borrower and the relevant Bank or Banks thereof.
          SECTION 2.05.  Evidence of Indebtedness.  (a) Each Bank, with
respect to amounts payable to it hereunder, and the Administrative Agent,
with respect to all amounts payable hereunder, shall maintain on its books
in accordance with its usual practice, loan accounts, setting forth each
Committed Loan, and, in the case of each Bank having made a Bid Loan, each
such Bid Loan, the applicable interest rate and the amounts of principal,
interest and other sums paid and payable by the Borrower from time to time
hereunder with respect thereto; provided, however, that the failure by any
Bank to record any such amount on its books shall not affect the obligations
of the Borrower with respect thereto.  In the case of any dispute, action or
proceeding relating to any amount payable hereunder, the entries in each
such account shall be conclusive evidence of such amount absent manifest
error.  In case of any discrepancy between the entries in the Administrative
Agent's books and any Bank's books, such Bank's books shall be considered
correct in the absence of manifest error.

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          (b) Notwithstanding the foregoing, if any Bank shall so request
for purposes of Section 10.08(e), the obligation to repay the Committed
Loans shall also be evidenced by a promissory note in the form of
Exhibit 2.05(b).
          (c) The obligation to repay any Bid Loan shall also, if so
requested by the Bank making such Bid Loan, be evidenced by a promissory
note in the form of Exhibit 2.05(c).
          SECTION 2.06.  Termination and Reduction of the Commitments.
          (a) Unless previously terminated, the Commitments shall terminate
on the Termination Date.
          (b) The Borrower may, at any time and from time to time, upon not
less than three Business days' prior notice to the Administrative Agent,
terminate the Aggregate Commitments or permanently reduce the Aggregate
Commitments by an aggregate amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof; provided, however, that no such termination or
reduction shall be permitted if, after giving effect thereto and to any
prepayment of Loans made on the effective date thereof, the then outstanding
principal amount of Committed Loans and Bid Loans would exceed the Aggregate
Commitments then in effect and, provided, further, that once reduced in
accordance with this Section 2.06, the Aggregate Commitments may not be
increased.  Any reduction of the Aggregate Commitments shall be applied to
each Bank's Commitment in accordance with such Bank's Percentage Share.
          (c) In the event that (i) Senior Notes are issued, or any offering
of Indebtedness or equity of the Borrower is completed in lieu of, or in
addition to, an offering of Senior Notes, or (ii) the Existing Credit
Agreement is modified, supplemented or replaced and the result is an
increase in the commitments available to the Borrower, the Aggregate
Commitments shall be reduced by (x) the Net Proceeds thereof upon the
receipt by the Borrower of such Net Proceeds or (y) the aggregate amount of
such increase in commitments upon the effectiveness thereof, as the case may
be, and if such reduction would result in the aggregate outstanding amount
of Loans exceeding the Aggregate Commitments, the Borrower shall immediately
prepay Committed Loans in an amount sufficient to eliminate such excess (and
in the event an excess remains after the prepayment of all Committed Loans,
the Borrower will place in a cash collateral account maintained with the
Administrative Agent for the benefit of the Banks cash in an amount equal to
the remaining excess for application to outstanding Bid Loans as they mature
until such excess is eliminated).  Any such reduction of the Aggregate
Commitments and prepayment of Committed Loans shall be applied as among the
Banks ratably in accordance with each Bank's Percentage Share.  Any such
application of cash from a cash collateral account to repay Bid Loans
maturing on the same date shall be applied as among the Banks holding such
Bid Loans on a pro rata basis based upon the respective amounts of such
maturing Bid Loans.
          SECTION 2.07.  Optional Prepayments.  (a) Subject to Section 3.11,
the Borrower may upon notice to the Administrative Agent, stating the
proposed date and aggregate principal amount of the prepayment, received by
the Administrative Agent (i) not less than three Business days prior to the
proposed date of prepayment, in the case of a prepayment of Eurodollar Loans
and (ii) not less than one Business Day prior to the proposed date of
prepayment, in the case of a prepayment of Reference Rate Loans, prepay
ratably among the Banks, the outstanding principal amount of any Committed
Loans in whole or in part, together with accrued interest to the date of
such prepayment on the principal amount prepaid.  Each such partial
prepayment shall be in an aggregate principal amount of not less than
$5,000,000 or an integral multiple of $1,000,000 in excess thereof;
provided, however, that if the aggregate amount of Eurodollar Loans

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comprised in the same Borrowing shall be reduced as a result of any optional
prepayment to an amount less than $5,000,000, the Eurodollar Loans comprised
in such Borrowing shall automatically convert into Reference Rate Loans at
the end of the then current Interest Period.  If any notice of prepayment is
given, the principal amount stated therein, together with accrued interest
to the date of prepayment, shall be due and payable on the date specified in
such notice.
          (b) The Borrower may not voluntarily prepay any Bid Loan prior to
the maturity date thereof.
          SECTION 2.08.  Repayment.  (a) The Committed Loans.  The
outstanding principal amount of all Committed Loans shall be repaid on the
Maturity Date.
          (b) The Bid Loans.  Each Bid Loan shall mature, and the principal
amount thereof shall be due and payable, on the last day of the Interest
Period applicable thereto; provided, however, that the outstanding principal
amount of all Bid Loans shall be repaid on the Termination Date.
          SECTION 2.09.  Interest.  (a) Subject to Section 2.10, each
Committed Loan shall bear interest, at the option of the Borrower, as
follows,
          (i) if such Committed Loan is a Reference Rate Loan, at a rate per
     annum equal to the Reference Rate; and
          (ii) if such Committed Loan is a Eurodollar Loan, at a rate per
     annum equal to the sum of LIBOR plus the applicable margin set forth
     below:
          Debt Rating    Applicable Margin
          Level I Status           0.525%
          Level II Status          0.625%
          Level III Status         0.725%
          Level IV Status          1.075%
          (b) Any change in the Debt Rating shall be effective as of the
date on which such change is first publicly announced by S&P or notified to
the Borrower by Moody's.  Any change in the applicable margin due to a
change in the applicable Debt Rating shall be effective on the effective
date of such change in the Debt Rating and shall apply to all Eurodollar
Loans that are outstanding at any time during the period commencing on the
effective date of such change in the Debt Rating and ending on the date
immediately preceding the effective date of the next such change in the Debt
Rating which results in a change in the applicable margin.
          (c) Accrued and unpaid interest in respect of each Committed Loan
shall be paid on each Interest Payment Date, on the date of any prepayment
or repayment of Committed Loans and, in the case of any Reference Rate Loan,
on each date such Loan is converted into a Eurodollar Loan.
          (d) The Borrower shall pay to each Bank which had made a Bid Loan
interest on the unpaid principal amount of such Bid Loan from the date when
made until paid in full, on each Interest Payment Date, at a rate per annum
equal to LIBOR plus (or minus) the LIBOR Bid Margin, or the Absolute Rate,
as the case may be, as specified by such Bank in its Competitive Bid
pursuant to Section 2.04(b)(ii).
          SECTION 2.10.  Default Interest.  During the continuation of any
Event of Default pursuant to Section 8.01(a), or after acceleration, the
Borrower shall pay, on demand, interest (after as well as before judgment)
on the principal amount of all Loans then outstanding, at a rate per annum
which is determined by increasing the rate of interest then in effect
pursuant to Section 2.09 by 2% per annum; provided, however, that, on and
after the expiration of the Interest Period applicable to any Eurodollar
Loan on the date of occurrence of such Event of Default or acceleration, the
principal amount of such Loan shall, during the continuation of such Event

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of Default or acceleration, bear interest at a rate per annum equal to the
Reference Rate plus 2%; and, provided, further, that if so requested by the
Borrower, the Majority Banks may, in their sole discretion, waive the
provisions of this Section 2.10.
          SECTION 2.11.  Continuation and Conversion Elections for Committed
Borrowings.  (a) The Borrower may upon irrevocable written notice to the
Administrative Agent in accordance with paragraph (b) below:
          (i) elect to convert, on any Business Day, any Reference Rate
     Loans (or any part thereof in an aggregate amount not less than
     $5,000,000 or an integral multiple of $1,000,000 in excess thereof)
     into Eurodollar Loans;
          (ii) elect to convert, on the expiration date of any Interest
     Period, any Eurodollar Loans maturing on such Interest Payment Date (or
     any part thereof in an aggregate amount not less than $5,000,000 or an
     integral multiple of $1,000,000 in excess thereof) into Reference Rate
     Loans; or
          (iii) elect to continue, on the expiration date of any Interest
     Period, any Eurodollar Loans maturing on such Interest Payment Date;
     provided, however, that if on the expiration date of any Interest
     Period the aggregate amount of outstanding Eurodollar Loans comprised
     in the same Committed Borrowing shall have been reduced as a result of
     the conversion of part thereof to an amount less than $5,000,000, the
     remaining Eurodollar Loans comprised in such Borrowing shall
     automatically convert into Reference Rate Loans on such date and on and
     after such date the right of the Borrower to continue such Loans as
     Eurodollar Loans shall terminate.
          (b) The Borrower shall deliver a notice of conversion or
continuation (a "Notice of Conversion/Continuation"), in substantially the
form of Exhibit 2.11, to the Administrative Agent not later than 12:00 noon
(New York City time) (i) three Business days prior to the proposed date of
conversion or continuation, if the Committed Loans or any portion thereof
are to be converted into or continued as Eurodollar Loans; and (ii) one
Business Day prior to the proposed date of conversion, if the Committed
Loans or any portion thereof are to be converted into Reference Rate Loans.
     Each such Notice of Conversion/Continuation shall be by facsimile
     confirmed immediately by telephone specifying therein:
          (i) the proposed date of conversion or continuation;
          (ii) the aggregate amount of Committed Loans to be converted or
     continued;
          (iii) the nature of the proposed conversion or continuation; and
          (iv) he duration of the requested Interest Period.
          (c) If, upon the expiration of any Interest Period applicable to
Eurodollar Loans, the Borrower shall have failed to select a new Interest
Period to be applicable to such Eurodollar Loans, or if an Event of Default
shall then have occurred and be continuing, the Borrower shall be deemed to
have elected to convert such Eurodollar Loans into Reference Rate Loans
effective as of the expiration date of such current Interest Period.
          (d) Upon receipt of a Notice of Conversion/Continuation, the
Administrative Agent shall promptly notify each Bank thereof or, if no
timely notice is provided, the Administrative Agent shall promptly notify
each Bank of the details of any automatic conversion.  All conversions and
continuations shall be made pro rata among the Banks based on the respective
outstanding principal amounts of the Loans with respect to which such notice
was given held by each Bank.
          (e) After giving effect to any conversion or continuation of any
Committed Loans, there shall not be more than six different Interest Periods
in effect in respect of all Committed Loans together.

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                                 ARTICLE III

               Fees; Payments; Taxes; Changes in Circumstances

          SECTION 3.01.  Fees.  (a) (i)  The Borrower agrees to pay to the
Administrative Agent for the account of each Bank a facility fee equal to
the percentage per annum set forth below times such Bank's Commitment
(regardless of utilization) or, after the Termination Date, times the
aggregate daily outstanding amount of such Bank's Loans:

               Debt Rating            Facility
                                      Fee
               Level I Status         0.100%
               Level II Status        0.125%
               Level III Status       0.150%
               Level IV Status        0.175%

          (ii) Any change in the Debt Rating shall be effective as of the
     date on which such change is first publicly announced by S&P or
     notified to the Borrower by Moody's.  Any change in the facility fee
     due to a change in the applicable Debt Rating shall be effective on the
     effective date of such change in the Debt Rating and shall apply at any
     time during the period commencing on the effective date of such change
     in the Debt Rating and ending on the date immediately preceding the
     effective date of the next such change in the Debt Rating which results
     in a change in the facility fee.
          (ii) The facility fee shall accrue from the Effective Date to the
     Maturity Date and shall be due and payable quarterly in arrears on the
     last Business Day of each calendar quarter commencing in the calendar
     quarter ending on March 31, 2001 and on the Maturity Date, provided
     that if any Loans shall be outstanding after the Maturity Date, then
     the facility fee shall continue to accrue on the daily outstanding
     amount of such Loans from and including the Maturity Date to but
     excluding the date on which such Loans are repaid in full, and such
     facility fee shall be payable on demand.
          (b) The Borrower agrees to pay to the Administrative Agent, for
the Administrative Agent's own account, fees in the amounts and at the times
set forth in the Administrative Agent's Fee Letter.
          SECTION 3.02.  Computation of Fees and Interest.  (a) All
computations of interest payable in respect of Reference Rate Loans shall be
made on the basis of a year of 365 days or 366 days, as the case may be, and
actual days elapsed.  All other computations of fees and interest under this
Agreement shall be made on the basis of a year of 360 days and actual days
elapsed.  Interest and fees shall accrue during each period during which
interest or such fees are computed from the first day thereof to the last
day thereof. (b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrower and the Banks in the absence of
manifest error.
          SECTION 3.03.  Payments by the Borrower.  (a) All payments
(including prepayments) to be made by the Borrower hereunder shall be made
without set-off or counterclaim and shall, except as expressly provided
herein, be made to the Administrative Agent for the ratable account of the
Banks at the Administrative Agent's Payment Office, in dollars and in
immediately available funds, not later than 12:00 noon New York City time on
the date specified herein; provided, however, that unless otherwise
specified herein, each payment in respect of a Bid Loan shall be made

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directly to the relevant Bank to the Lending Office of such Bank.  The
Administrative Agent will promptly after receiving any payment of principal,
interest, fees and other amounts from the Borrower distribute to each Bank
its Percentage Share (or other applicable share as expressly provided
herein) of such payment for the account of its respective Lending Office.
Any payment which is received by the Administrative Agent after 12:00 noon
(New York City time) shall be deemed to have been received on the
immediately succeeding Business Day.
          (b) Whenever any payment of a Committed Loan (and unless otherwise
stated in the relevant Competitive Bid Request, a Bid Loan) 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 interest and fees, as the case may
be; provided, however, that if such extension would cause any payment of
principal of or interest on Eurodollar Loans to be made in the next calendar
month, such payment shall be made on the immediately preceding Business Day.
          (c) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the Banks
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent
may (but shall not be so required), in reliance upon such assumption, cause
to be distributed to each Bank on such due date an amount equal to the
amount then due such Bank.  If and to the extent the Borrower shall not have
so made such payment in full to the Administrative Agent, each Bank shall
repay to the Administrative Agent, on demand, the excess of the amount
distributed to such Bank over the amount, if any, paid by the Borrower,
together with interest thereon at the Federal Funds Rate, for each day from
the date such amount is distributed to such Bank to the date such Bank
repays such amount to the Administrative Agent; provided, however, that if
any Bank shall fail to repay such amount within three Business days after
demand therefor, such Bank shall, from and after such third Business Day
until payment is made to the Administrative Agent, pay interest thereon at a
rate per annum equal to the sum of the Reference Rate plus 1%.
          SECTION 3.04.  Payments by the Banks to the Administrative Agent.
(a) Unless the Administrative Agent shall have received notice from a Bank
on the Effective Date, or, with respect to each Committed Borrowing after
the Effective Date, at least one Business Day prior to the date of such
Borrowing that such Bank will not make available to the Administrative Agent
for the account of the Borrower the amount of such Bank's Percentage Share
of such Borrowing, the Administrative Agent may assume that such Bank has
made such amount available to the Administrative Agent on the date of such
Borrowing and the Administrative Agent may (but shall not be so required),
in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount.  If and to the extent such Bank shall not have
so made such full amount available to the Administrative Agent and the
Administrative Agent in such circumstances makes available to the Borrower
such amount, such Bank shall, within two Business days following the date of
such Borrowing, make such amount available to the Administrative Agent,
together with interest at the Federal Funds Rate for and determined as of
each day during such period.  If such amount is so made available, such
payment to the Administrative Agent shall constitute such Bank's Committed
Loan on the date of the Borrowing for all purposes of this Agreement.  If
such amount is not made available to the Administrative Agent within two
Business days following the date of such Borrowing, the Administrative Agent
shall notify the Borrower of such failure to fund and, on the third Business
Day following the date of such Borrowing, the Borrower shall pay such amount

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to the Administrative Agent for the Administrative Agent's account, together
with interest thereon for each day elapsed since the date of such Borrowing,
at a rate per annum equal to the interest rate applicable at the time to the
Loans comprising such Borrowing.  Nothing contained in this
Section 3.04(a) shall relieve any Bank which has failed to make available
its Percentage Share of any Committed Borrowing hereunder from its
obligation to do so in accordance with the terms hereof.
          (b) The failure of any Bank to make any Committed Loan on the date
of any Committed Borrowing shall not relieve any other Bank of its
obligation hereunder to make a Loan on the date of such Borrowing pursuant
to the provisions contained herein, but no Bank shall be responsible for the
failure of any other Bank to make the Loan to be made by such other Bank on
the date of any Committed Borrowing.
          SECTION 3.05.  Taxes.  (a) Subject to Section 3.05(g), any and all
payments by or on account of any obligation of the Borrower to each Bank or
the Administrative Agent under this Agreement or any other Loan Document
shall be made free and clear of, and without deduction or withholding 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 Bank and the Administrative Agent, such taxes (including income
taxes, franchise taxes or branch profit taxes) as are imposed on or measured
by such Bank's or the Administrative Agent's, as the case may be, net income
by the jurisdiction under the laws of which such Bank or the Administrative
Agent, as the case may be, is organized or maintains a 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").
          (b) In addition, the Borrower shall pay any present or future
stamp or documentary taxes, intangible taxes, mortgage recording taxes or
any other sales, excise or property taxes, charges or similar levies which
arise from any payment made hereunder 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) Subject to Section 3.05(g), the Borrower shall indemnify and
hold harmless each Bank and the Administrative Agent for the full amount of
Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section 3.05) paid by such Bank
or the Administrative Agent, as the case may be, and any liability
(including penalties, interest, additions to tax and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes
were correctly or legally asserted.  Payment under this indemnification
shall be made within 30 days from the date such Bank or the Administrative
Agent, as the case may be, makes written demand therefor.
          (d) If the Borrower shall be required by law to deduct or withhold
any Taxes or Other Taxes from or in respect of any sum payable hereunder to
any Bank or the Administrative Agent, then, subject to Section 3.05(g),
          (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 3.05) such Bank or the
     Administrative 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.



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          (e) Within 30 days after the date of any payment by the Borrower
of Taxes or Other Taxes, the Borrower shall furnish to the Administrative
Agent the original or a certified copy of a receipt evidencing such payment,
or other evidence of such payment satisfactory to the Administrative Agent.
          (f) Each Bank which is a foreign Person (i.e., a Person other than
a United States Person for United States Federal income tax purposes) hereby
agrees that:
          (i) it shall no later than on the Effective Date (or, in the case
     of a Bank which becomes a party hereto pursuant to Section 10.08 after
     the Effective Date, the date upon which such Bank becomes a party
     hereto) deliver to the Administrative Agent (two originals) and to the
     Borrower (one original):
          (A) if any Lending Office is located in the United States of
     America, accurate and complete signed copies of IRS Form W-8ECI or any
     successor thereto ("Form W-8ECI"), and/or
          (B) if any Lending Office is located outside the United States of
     America, accurate and complete signed copies of IRS Form W-8BEN or any
     successor thereto ("Form W-8BEN"),
     in each case indicating that such Bank is on the date of delivery
     thereof entitled to receive payments of principal, interest and fees
     for the account of such Lending Office or Lending Offices under this
     Agreement free from withholding of United States Federal income tax;
          (ii) if at any time such Bank changes its Lending Office or
     Lending Offices or selects an additional Lending Office it shall, at
     the same time, but only to the extent the forms previously delivered by
     it hereunder are no longer effective, deliver to the Administrative
     Agent (two originals) and to the Borrower (one original), in
     replacement for the forms previously delivered by it hereunder:
          (A) if such changed or additional Lending Office is located in the
     United States of America, accurate and complete signed originals of
     Form W-8ECI; or
          (B) otherwise, accurate and complete signed originals of Form W-
     8BEN, in each case indicating that such Bank is on the date of delivery
     thereof entitled to receive payments of principal, interest and fees
     for the account of such changed or additional Lending Office under this
     Agreement free from withholding of United States Federal income tax;
          (iii) it shall, upon the expiration of the most recent Form W-8ECI
     or Form W-8BEN previously delivered by such Bank or upon such Form
     becoming inaccurate, incomplete or obsolete in any respect (in each
     case, other than as a result of any event mentioned in clause (ii)
     above), deliver to the Administrative Agent (two originals) and to the
     Borrower (one original) accurate and complete signed copies of Form
     W-8ECI or Form W-8BEN in replacement for the forms previously delivered
     by such Bank;
          (iv) it shall, promptly upon the request of the Administrative
     Agent or the Borrower, deliver to the Administrative Agent and the
     Borrower, such other forms or similar documentation as may be required
     from time to time by any applicable law, treaty, rule or regulation in
     order to establish such Bank's tax status for withholding purposes;
          (v) if such Bank claims exemption from withholding tax under a
     United States tax treaty by providing a Form 1001 and such Bank sells
     or grants a participation of all or part of its rights under this
     Agreement, it shall notify the Administrative Agent of the percentage
     amount in which it is no longer the beneficial owner under this
     Agreement.  To the extent of this percentage amount, the Administrative
     Agent shall treat such Bank's Form 1001 as no longer in compliance with


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     this Section 3.05(f).  In the event a Bank claiming exemption from
     United States withholding tax by filing Form W-8ECI with the
     Administrative Agent, sells or grants a participation in its rights
     under this Agreement, such Bank agrees to undertake sole responsibility
     for complying with the withholding tax requirements imposed by Sections
     1441 and 1442 of the Code; and
          (vi) if the IRS or any authority of the United States of America
     or other jurisdiction asserts a claim that the Administrative Agent or
     the Borrower did not properly withhold tax from amounts paid to or for
     the account of any Bank (but only to the extent such claim arises
     because the appropriate form was not delivered, was not properly
     executed, because such Bank failed to notify the Administrative Agent
     of a change in circumstances which rendered the exemption from
     withholding tax ineffective or because of such Bank's sale of a
     participating interest in a Loan), such Bank shall indemnify the
     Administrative Agent and/or the Borrower, as applicable, fully for all
     amounts paid, directly or indirectly, by the Administrative Agent
     and/or the Borrower, as tax or otherwise, including penalties and
     interest, and including any taxes imposed by any jurisdiction on the
     amounts payable to the Administrative Agent or the Borrower under this
     Section 3.05(f), together with all costs, expenses and attorneys' fees
     (including the allocated cost of in-house counsel).
Without limiting or restricting any Bank's right to increased amounts under
Section 3.05(d) from the Borrower subject to satisfaction of such Bank's
obligations under the provisions of this Section 3.05(f), if such Bank is
entitled to a reduction in the applicable withholding tax, the
Administrative Agent may withhold from any interest payment to such Bank an
amount equivalent to the applicable withholding tax after taking into
account such reduction.  If the forms or other documentation required by
clause (i) above are not delivered to the Administrative Agent, then the
Administrative Agent may withhold from any interest payment to the Bank not
providing such forms or other documentation, an amount equivalent to the
applicable withholding tax.  In addition, the Administrative Agent may also
withhold against periodic payments other than interest payments to the
extent United States withholding tax is not eliminated by obtaining Form W-
8ECI or Form W-8BEN.
          (g) The Borrower shall not be required to pay any additional
amounts in respect of United States Federal income tax pursuant to
Section 3.05(d) to any Bank that is a foreign Person for the account of any
Lending Office of such Bank:
          (i) if the obligation to pay such additional amounts would not
     have arisen but for a failure by such Bank to comply with its
     obligations under Section 3.05(f) in respect of such Lending Office;
          (ii) if such Bank shall have delivered to the Administrative Agent
     and the Borrower a Form W-8ECI in respect of such Lending Office
     pursuant to Sections 3.05(f)(i)(A), 3.05(f)(ii)(a) or 3.05(f)(iii) and
     such Bank shall not at any time be entitled to exemption from deduction
     or withholding of United States Federal income tax in respect of
     payments by the Borrower hereunder for the account of such Lending
     Office for any reason other than a change in United States law or
     regulations or in the official interpretation of such law or
     regulations by any Governmental Authority charged with the
     interpretation or administration thereof (whether or not having the
     force of law) after the date of delivery of such Form W-8ECI; or




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          (iii) if such Bank shall have delivered to the Administrative
     Agent and the Borrower a Form 1001 in respect of such Lending Office
     pursuant to Sections 3.05(f)(i)(B), 3.05(f)(ii)(b) or 3.05(f)(iii) and
     such Bank shall not at any time be entitled to exemption from deduction
     or withholding of United States Federal income tax in respect of
     payments by the Borrower hereunder for the account of such Lending
     Office for any reason other than a change in United States law or
     regulations or any applicable tax treaty or regulations or in the
     official interpretation of any such law, treaty or regulations by any
     Governmental Authority charged with the interpretation or
     administration thereof (whether or not having the force of law) after
     the date of delivery of such Form W-8BEN.
          (h) Any and all present or future Taxes, Other Taxes and related
liabilities (including penalties, interest, additions to tax and expenses)
which are not paid by the Borrower pursuant to and as required by this
Section 3.05 shall be paid by the Bank which received the principal,
interest or fees in respect of which such Taxes, Other Taxes or related
liabilities are payable.  Any and all present or future Taxes or Other Taxes
which are required by law to be deducted or withheld from or in respect of
any sum payable hereunder to any Bank and which are not paid by the Borrower
pursuant to and as required by this Section 3.05 will be deducted or
withheld by the Administrative Agent without any increase in the sum payable
as provided in Section 3.05(d).  Each Bank agrees to indemnify the
Administrative Agent and hold the Administrative Agent harmless for the full
amount of any and all present or future Taxes, Other Taxes and related
liabilities (including penalties, interest, additions to tax and expenses,
and any Taxes or Other Taxes imposed by any jurisdiction on amounts payable
to the Administrative Agent under this Section 3.05(h)) which are imposed on
or with respect to principal, interest or fees payable to such Bank
hereunder and which are not paid by the Borrower pursuant to this
Section 3.05, whether or not such Taxes, Other Taxes or related liabilities
were correctly or legally asserted.  This indemnification shall be made
within 30 days from the date the Administrative Agent makes written demand
therefor.
          SECTION 3.06.  Sharing of Payments, Etc.  If other than as
provided in Section 3.05, 3.08, 3.09, 3.10, 3.11 or 3.12, any Bank shall
obtain any payment (whether voluntary, involuntary, through the exercise of
any right of set-off, or otherwise) on account of any Committed Loan made by
it and, after acceleration of all Obligations pursuant to Section 8.02(b),
in respect of any Obligation owing to it (including with respect to any Bid
Loan), in the case of the Committed Loan, in excess of its Percentage Share
of payments on account of the Committed Loans obtained by all the Banks and,
after acceleration, in excess of its pro rata share of all Obligations, such
Bank shall forthwith (a) notify the Administrative Agent of such fact and
(b) purchase from the other Banks such participations in the Committed Loans
made by them or, after acceleration, in all Obligations owing to them, as
shall be necessary to cause such purchasing Bank to share the excess payment
ratably with each of the other Banks according to their respective
Percentage Shares or, after acceleration, their pro rata shares of all
Obligations then owing to them; provided, however, that if all or any
portion of such excess payment is thereafter recovered from such purchasing
Bank, such purchase shall to the extent of such recovery be rescinded and
each other Bank shall repay to the purchasing Bank the purchase price
thereto together with an amount equal to such paying Bank's ratable share
(according to the proportion of (i) the amount of such paying Bank's
required repayment to (ii) the total amount so recovered from the purchasing
Bank) of any interest or other amount paid or payable by the purchasing Bank

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in respect of the total amount so recovered.  The Borrower agrees that any
Bank so purchasing a participation from another Bank pursuant to the
provisions of this Section 3.06 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 Bank were the direct
creditor of the Borrower in the amount of such participation.  The
Administrative Agent will keep records (which shall be conclusive and
binding in the absence of manifest error), of participations purchased
pursuant to this Section 3.06 and will in each case notify the Banks
following any such purchases.
          SECTION 3.07.  Inability to Determine Rates.  If with respect to
any Interest Period for Eurodollar Loans, the Administrative Agent shall
determine, or Majority Banks shall notify the Administrative Agent, that
LIBOR for such Interest Period will not adequately and fairly reflect the
cost to Banks of making, funding or maintaining their Eurodollar Loans for
such Interest Period (after giving effect to any event giving rise to
additional interest on such Loans pursuant to Section 3.12), the
Administrative Agent shall forthwith so notify the Borrower and the Banks,
whereupon the obligations of the Banks to make or continue Committed Loans
as Eurodollar Loans or to convert Committed Loans into Eurodollar Loans at
the end of the then current Interest Period shall be suspended until the
Administrative Agent upon the instruction of the Majority Banks revokes such
notice.  Upon receipt of such notice, the Borrower may revoke its Notice of
Borrowing or Notice of Conversion/Continuation then submitted by it.  If the
Borrower does not revoke such notice, the Banks shall make, convert or
continue the Committed Loans, as proposed by the Borrower, in the amount
specified in the applicable notice submitted by the Borrower, but such Loans
shall be made, converted or continued as Reference Rate Loans instead of
Eurodollar Loans.
          SECTION 3.08.  Increased Costs.  If any Bank shall determine that,
due to either (a) the introduction of any Requirement of Law or any change
(other than any change by way of imposition of or increase in reserve
requirements included in the Eurodollar Reserve Percentage) in or in the
interpretation thereof or (b) 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 such Bank of
agreeing to make or making, funding or maintaining any Committed Loan, the
Borrower shall be liable for, and shall from time to time, upon demand by
such Bank (with a copy of such demand to the Administrative Agent), pay to
the Administrative Agent for the account of such Bank, additional amounts
sufficient to compensate such Bank for such increased costs.
          SECTION 3.09.  Illegality.  (a) If any Bank shall determine that
the introduction of any Requirement of Law, or any change in or in the
interpretation thereof has made it unlawful, or any central bank or other
Governmental Authority shall assert that it is unlawful, for such Bank or
its Lending Office to make or continue to fund Loans as Eurodollar Loans or
to convert Loans into Eurodollar Loans, then, on notice thereof by such Bank
to the Borrower through the Administrative Agent, the obligation of such
Bank to make or to continue to fund Loans as Eurodollar Loans or to convert
any Loans into Eurodollar Loans shall be suspended until such Bank shall
have notified the Administrative Agent and the Borrower that the
circumstances giving rise to such determination no longer exist.
          (b) If a Bank shall determine that it is unlawful to maintain any
Eurodollar Loan made by such Bank, the Borrower shall prepay in full all
Eurodollar Loans of such Bank then outstanding, together with interest
accrued thereon, either on the last day of the then current Interest Period
applicable to each such Eurodollar Loan if such Bank may lawfully continue

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to maintain such Eurodollar Loan to such day, or immediately, together with
any amounts required to be paid pursuant to Section 3.11, if such Bank may
not lawfully continue to maintain such Eurodollar Loan to such day, unless
the Borrower, on or prior to the date on which it would otherwise be
required to prepay such Eurodollar Loan, converts all Eurodollar Loans of
such Bank then outstanding into Reference Rate Loans.
          (c) Notwithstanding the foregoing, if the obligation of any Bank
to make or maintain Eurodollar Loans has been suspended, the Borrower may
elect by giving notice to such Bank through the Administrative Agent that
all Loans which would otherwise be made or maintained by such Bank as
Eurodollar Loans shall be instead Reference Rate Loans.
          SECTION 3.10.  Capital Adequacy.  If any Bank shall have
determined that the compliance with any Requirement of Law regarding capital
adequacy, or any change therein or in the interpretation or application
thereof or compliance by such Bank (or its Lending Office) or any
corporation controlling such Bank with any request or directive regarding
capital adequacy (whether or not having the force of law) from any central
bank or other Governmental Authority, affects or would affect the amount of
capital required or expected to be maintained by such Bank or any
corporation controlling such Bank and such Bank (taking into consideration
such Bank's or such corporation's policies with respect to capital adequacy
and such Bank's desired return on capital) determines that the amount of
such capital is increased as a consequence of such Bank's Commitment, loans
or obligations under this Agreement with respect to any Committed Borrowing
then from time to time, upon demand of such Bank (with a copy of such demand
to the Administrative Agent), the Borrower shall be liable for, and shall
pay to the Administrative Agent for the account of such Bank, as specified
by such Bank, additional amounts sufficient to compensate such Bank for such
increase.
          SECTION 3.11.  Funding Losses.  The Borrower agrees to reimburse
each Bank and to hold each Bank harmless from any loss, cost or expense
which such Bank may sustain or incur as a consequence of:
          (a) any failure of the Borrower to borrow, continue or convert a
Eurodollar Loan after the Borrower has given (or is deemed to have given) a
Notice of Borrowing or a Notice of Conversion/Continuation;
          (b) any prepayment or payment of a Eurodollar Loan on a day which
is not the last day of the Interest Period with respect thereto;
          (c) any failure of the Borrower to make any prepayment after the
Borrower has given a notice in accordance with Section 2.07; or
          (d) the conversion of any Eurodollar Loan to a Reference Rate Loan
on a day that is not the last day of the respective Interest Period pursuant
to Section 2.11; including any such loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain its
Eurodollar Loans hereunder or from fees payable to terminate the deposits
from which such funds were obtained.
          SECTION 3.12.  Additional Interest on Eurodollar Loans.  The
Borrower shall pay to each Bank, at the request of such Bank (but not more
frequently than once in each calendar quarter), as long as such Bank shall
be required under regulations of the Federal Reserve Board to maintain
reserves with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities, additional interest on the unpaid principal amount
of each Eurodollar Loan of such Bank from the date such Eurodollar Loan is
made until such principal amount is paid in full, at a rate per annum equal
at all times to the remainder obtained by subtracting (a) LIBOR for the
Interest Period for such Eurodollar Loan from (b) the rate obtained by
dividing such LIBOR by a percentage equal to 100% minus the Eurodollar


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Reserve Percentage of such Bank for such Interest Period, payable on each
date interest in respect of such Eurodollar Loan is payable.
Notwithstanding the provisions of the previous sentence, the Borrower shall
not be obligated to pay to any Bank any additional interest in respect of
Eurodollar Loans made by such Bank for any period commencing more than three
months prior to the date on which such Bank notifies the Borrower by
delivering a certificate from a financial officer of such Bank, that such
Bank is required to maintain reserves with respect to Eurocurrency
Liabilities.
          SECTION 3.13.  Certificates of Banks.  Any Bank claiming
reimbursement or compensation pursuant to Section 3.05, 3.08, 3.10, 3.11
and/or 3.12 shall deliver to the Borrower (with a copy to the Administrative
Agent) a certificate setting forth in reasonable detail the basis for
computing the amount payable to such Bank hereunder and such certificate
shall be conclusive and binding on the Borrower in the absence of manifest
error.  Unless otherwise specifically provided herein, the Borrower shall
pay to any Bank claiming compensation or reimbursement from the Borrower
pursuant to Section 3.08, 3.10, 3.11 or 3.12, the amount requested by such
Bank no later than five Business days after such demand.
          SECTION 3.14.  Change of Lending Office; Replacement Bank.
(a) Each Bank agrees that upon the occurrence of any event giving rise to
the operation of Section 3.05(c) or (d) or Section 3.08 or 3.09 with respect
to such Bank, it will if so requested by the Borrower, use reasonable
efforts (consistent with its internal policy and legal and regulatory
restrictions) to designate a different Lending Office for any Loans affected
by such event with the object of avoiding the consequence of the event
giving rise to the operation of such Section; provided, however, that such
designation would not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank.  Nothing in this Section 3.14 shall affect or
postpone any of the obligations of the Borrower or the right of any Bank
provided in Section 3.05(c) or (d) or Section 3.08 or 3.09.
          (b) In the event the Borrower becomes obligated to pay additional
amounts to any Bank pursuant to Sections 3.05(c) or (d) or 3.08, or if it
becomes illegal for any Bank to continue to fund or to make Eurodollar Loans
pursuant to Section 3.09, as a result of any condition described in any such
Section, then, unless such Bank has theretofore taken steps to remove or
cure, and has removed or cured, the conditions creating the cause for such
obligation to pay such additional amounts or for such illegality, the
Borrower may designate another Bank which is reasonably acceptable to the
Administrative Agent and the Majority Banks (such Bank being herein called a
"Replacement Bank") to purchase the Committed Loans of such Bank and such
Bank's rights hereunder, without recourse to or warranty by, or expense to,
such Bank for a purchase price equal to the outstanding principal amount of
the Committed Loans payable to such Bank plus any accrued but unpaid
interest on such Loans and accrued but unpaid fees in respect of such Bank's
Commitment and any other amounts payable to such Bank under this Agreement,
and to assume all the obligations of such Bank hereunder (except for such
rights as survive repayment of the Loans), and, upon such purchase, such
Bank shall no longer be a party hereto or have any rights hereunder (except
those related to any Bid Loans of such Bank which remain outstanding and
those that survive full payment hereunder) and shall be relieved from all
obligations to the Borrower hereunder, and the Replacement Bank shall
succeed to the rights and obligations of such Bank hereunder.





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                                 ARTICLE IV

                       Representations and Warranties

          The Borrower represents and warrants to the Administrative Agent
and each Bank that:
          SECTION 4.01.  Corporate Existence; Compliance with Law.  The
Borrower and each of its Subsidiaries:
          (a) is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation;
          (b) is duly qualified as a foreign corporation and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification except where the failure to so qualify has no reasonable
likelihood of having a Material Adverse Effect;
          (c) has all requisite corporate power and authority to own,
pledge, mortgage, hold under lease and operate its properties, and to
conduct its business as now or currently proposed to be conducted;
          (d) is in compliance with its certificate of incorporation and by-
laws; and
          (e) is in compliance with all other Requirements of Law except
such non-compliance as has no reasonable likelihood of having a Material
Adverse Effect.
          SECTION 4.02.  Corporate Authorization; No Contravention;
Governmental Authorization.  The execution, delivery and performance by the
Borrower of the Loan Documents, the borrowing of the Loans, the Acquisition,
the Merger and the other Transactions:
          (a) are within the corporate powers of the Borrower;
          (b) have been duly authorized by all necessary corporate action,
including the consent of shareholders where required;
          (c) do not and will not:
          (i) contravene the certificate of incorporation or by-laws of the
     Borrower;
          (ii) violate any other Requirement of Law (including the
     Securities Exchange Act of 1934, Regulations T, U and X of the Federal
     Reserve Board or any order or decree of any court or other Governmental
     Authority);
          (iii) conflict with or result in the breach of, or constitute a
     default under, any Contractual Obligation binding on or affecting the
     Borrower or any of its properties, if such breach or default has any
     reasonable likelihood of having a Material Adverse Effect, or any
     order, injunction, writ or decree of any Governmental Authority to
     which the Borrower or any of its properties is subject; or
          (iv) result in the creation or imposition of any Lien upon any of
     the property of the Borrower; and
          (d) do not require the consent, authorization by or approval of or
notice to or filing or registration with any Governmental Authority or any
other Person other than those which have been duly obtained, made or given.
          SECTION 4.03.  Enforceable Obligations.  This Agreement and the
other Loan Documents have been duly executed and delivered by the Borrower.
This Agreement and each other Loan Document are legal, valid and binding
obligations of the Borrower, enforceable against the Borrower in accordance
with their respective terms except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws or
equitable principles relating to or limiting creditors' rights generally.



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          SECTION 4.04.  Taxes.  The Borrower and its Subsidiaries have
filed all Federal and other material tax returns and reports required to be
filed, and have paid all Federal and other material taxes and assessments
payable by them, to the extent the same have become due and payable and
before they have become delinquent, except those which are currently being
contested in good faith by appropriate proceedings and for which adequate
reserves have been provided in accordance with GAAP, provided the non-
payment thereof has no reasonable likelihood of having a Material Adverse
Effect.  The Borrower does not know of any proposed material tax assessment
against the Borrower or any of its Subsidiaries and in the opinion of the
Borrower, all potential tax liabilities are adequately provided for on the
books of the Borrower and its Subsidiaries.  The statute of limitations for
assessment or collection of Federal income tax has expired for all federal
income tax returns filed by the Borrower for all tax years up to and
including the tax year ended in March 1992.
          SECTION 4.05.  Financial Matters.  (a) The consolidated balance
sheet of the Borrower and its Subsidiaries as of the last day of the fiscal
year of the Borrower ended on September 30, 2000, and the related
consolidated statements of income, shareholders' equity and cash flows of
the Borrower and its Subsidiaries for such fiscal year, with reports thereon
by Ernst & Young LLP:
          (i) are complete, accurate and fairly present the financial
     condition of the Borrower and its Subsidiaries as of the date thereof
     and for the period covered thereby;
          (ii) were prepared in accordance with GAAP consistently applied
     throughout the period covered thereby, except as set forth in the notes
     thereto; and
          (iii) except as specifically disclosed in Schedule 4.05, show all
     material indebtedness and other liabilities, direct or contingent, of
     the Borrower and its consolidated Subsidiaries as of the date thereof,
     including liabilities for taxes, material commitments and long-term
     leases.
          (b) The consolidated balance sheet of IBP and its Subsidiaries as
of the last day of the fiscal year of IBP ended on December 25, 1999, and as
of the last day of the fiscal quarter of IBP ended on September 23, 2000,
and the related consolidated statements of earnings, changes in
stockholders' equity and comprehensive income, and of cash flows of IBP and
its Subsidiaries for such fiscal year and quarter, with, in the case of said
fiscal year, reports thereon by PriceWaterhouseCoopers LLP:
          (i) except as disclosed on Schedule 4.05, are complete, accurate
     and fairly present the financial condition of IBP and its Subsidiaries
     as of the respective dates thereof and for the periods covered thereby;
          (ii) except as disclosed on Schedule 4.05, were prepared in
     accordance with GAAP consistently applied throughout the periods
     covered thereby, except as set forth in the notes thereto; and
          (iii) except as specifically disclosed in Schedule 4.05, show all
     material indebtedness and other liabilities, direct or contingent, of
     IBP and its consolidated Subsidiaries as of the dates thereof,
     including liabilities for taxes, material commitments and long-term
     leases.
          (c) The Borrower has heretofore furnished to the Lenders its pro
forma consolidated balance sheet as of March 31, 2001, prepared giving
effect to the Transactions as if the Transactions had occurred on such date
and included in the model delivered by the Borrower to the Banks prior to
the date hereof.  Such pro forma consolidated balance sheet (i) has been
prepared in good faith based on assumptions believed by the Borrower to be
reasonable, (ii) is based on the best information available to the Borrower

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after due inquiry, (iii) accurately reflects all adjustments necessary to
give effect to the Transactions and (iv) presents fairly, in all material
respects, the pro forma financial position of the Borrower and its
consolidated Subsidiaries as of March 31, 2001, as if the Transactions had
occurred on such date.
          (d) Since September 30, 2000, with respect to the Borrower and its
Subsidiaries (other than IBP and its Subsidiaries), and December 25, 1999,
with respect to IBP and its Subsidiaries, there has been no Material Adverse
Effect and no development which has any reasonable likelihood of having a
Material Adverse Effect.
          (e) The Borrower is, and the Borrower and its Subsidiaries are, on
a consolidated basis, Solvent.
          SECTION 4.06.  Litigation.  There are no actions, suits,
proceedings, claims or disputes pending, or to the best knowledge of the
Borrower, threatened, against the Borrower or any of its Subsidiaries before
any court or other Governmental Authority or any arbitrator that have a
reasonable likelihood of having a Material Adverse Effect.  All pending
actions or proceedings affecting the Borrower or any of its Subsidiaries as
of the date hereof and involving claims in excess of $10,000,000 are
described in Schedule 4.06.
          SECTION 4.07.  Subsidiaries.  (a) A complete and correct list of
all Subsidiaries of the Borrower after giving effect to the transactions to
occur on the Acquisition Date, showing, as to each Subsidiary, the correct
name thereof, the jurisdiction of its incorporation and the percentage of
shares of each class outstanding owned by the Borrower and each other
Subsidiary of the Borrower is set forth in Schedule 4.07(a).
          (a) All of the outstanding shares of each of the Subsidiaries
listed on Schedule 4.07(a) have been validly issued, are fully paid and non-
assessable and (other than the shares of IBP) are owned by the Borrower or
another Subsidiary of the Borrower, free and clear of any Lien.
          (b) The Borrower has no obligation to capitalize any of its
Subsidiaries.
          (c) A complete and correct list of all joint ventures in which the
Borrower or any of its Subsidiaries is a partner is set forth in Schedule
4.07(d).
          SECTION 4.08.  Liens.  There are no Liens of any nature whatsoever
on any properties of the Borrower or any of its Subsidiaries other than
Permitted Liens.
          SECTION 4.09.  No Burdensome Restrictions; No Defaults.
(a) Neither the Borrower nor any of its Subsidiaries is a party to or bound
by any Contractual Obligation, or subject to any charter or corporate
restriction or any Requirement of Law, which has any reasonable likelihood
of having a Material Adverse Effect.
          (b) Neither the Borrower nor any of its Subsidiaries is in default
under or with respect to any Contractual Obligation in any respect which,
individually or together with all such defaults, has a reasonable likelihood
of having a Material Adverse Effect.
          (c) No Default or Event of Default exists or would result from the
incurring of any Obligations by the Borrower or any of its Subsidiaries.
          SECTION 4.10.  Investment Company Act.  Neither the Borrower nor
any of its Subsidiaries is an "investment company" or an "affiliated person"
of, or "promoter" or "principal underwriter" for, an "investment company",
as such terms are defined in the Investment Company Act of 1940, as amended.
The making of the Loans by the Banks and the application of the proceeds and
repayment thereof by the Borrower and the consummation of the transactions
contemplated by the Loan Documents will not violate any provision of such


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Act or any rule, regulation or order issued by the Securities and Exchange
Commission thereunder.
          SECTION 4.11.  Use of Proceeds; Margin Regulations.  No part of
the proceeds of any Loan will be used, and no Loan will otherwise be, in
violation of Regulation T, U or X of the Federal Reserve Board.
          SECTION 4.12.  Assets.  (a) The Borrower and each of its
Subsidiaries has good record and marketable title to all real property
necessary or used in the ordinary conduct of its business, except for
Permitted Liens and such defects in title as have no reasonable likelihood,
individually or in the aggregate, of having a Material Adverse Effect.
          (b) The Borrower and each of its Subsidiaries owns or licenses or
otherwise has the right to use all material licenses, permits, patents,
trademarks, service marks, trade names, copyrights, franchises,
authorizations and other intellectual property rights that are necessary for
the operation of its business, without infringement of or conflict with the
rights of any other Person with respect thereto, except for such
infringements or conflicts as have no reasonable likelihood of having a
Material Adverse Effect.  No material slogan or other advertising device,
product, process, method or other material now employed, or now contemplated
to be employed, by the Borrower or any of its Subsidiaries infringes upon or
conflicts with any rights owned by any other Person except for such
infringements or conflicts as have no reasonable likelihood, individually or
in the aggregate, of having a Material Adverse Effect.
          SECTION 4.13.  Labor Matters.  There are no strikes or other labor
disputes pending or, to the knowledge of the Borrower, threatened against
the Borrower or any of its Subsidiaries which have any reasonable likelihood
of having a Material Adverse Effect.  Except as disclosed in Schedule 4.13,
no significant unfair labor practice complaint is pending or, to the
knowledge of the Borrower, threatened, against the Borrower or any of its
Subsidiaries before any Governmental Authority.
          SECTION 4.14.  Environmental Matters.  Except as disclosed in
Schedule 4.14:
          (a) the on-going operations of the Borrower and each of its
Subsidiaries comply in all respects with all Environmental Laws except such
non-compliance as has no reasonable likelihood of having a Material Adverse
Effect;
          (b) the Borrower and each of its Subsidiaries have obtained all
environmental, health and safety permits necessary or required for its
operations, all such permits are in good standing, and the Borrower and each
of its Subsidiaries is in compliance with all material terms and conditions
of such permits;
          (c) none of the Borrower, any of its Subsidiaries or any of their
present property or operations (or past property or operations) is subject
to any outstanding written order from or agreement with any Governmental
Authority nor subject to any judicial or docketed administrative proceeding,
respecting any Environmental Claim or Hazardous Material which, in each
case, has any reasonable likelihood of having a Material Adverse Effect;
          (d) there are no conditions or circumstances associated with any
property of the Borrower or any of its Subsidiaries formerly owned and
operated by the Borrower or any of its Subsidiaries or any of their
predecessors or with the former operations, including off-site disposal
practices, of the Borrower or its Subsidiaries or their predecessors which
may give rise to Environmental Claims which in the aggregate have any
reasonable likelihood of having a Material Adverse Effect; and
          (e) there are no conditions or circumstances which may give rise
to any Environmental Claim arising from the operations of the Borrower or
its Subsidiaries, including Environmental Claims associated with any

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operations of the Borrower or its Subsidiaries, which have any reasonable
likelihood of having a Material Adverse Effect.  In addition, (i) neither
the Borrower nor any of its Subsidiaries has any underground storage tanks
(a) that are not properly permitted under applicable Environmental Laws or
(b) that to the best of the Borrower's knowledge, are leaking or dispose of
Hazardous Materials off-site and (ii) the Borrower and each of its
Subsidiaries has notified all of its employees of the existence, if any, of
any health hazard arising from the conditions of their employment and have
met all notification requirements under Title III of CERCLA and under OSHA
and all other Environmental Laws.
          SECTION 4.15.  Completeness.  None of the representations or
warranties of the Borrower contained herein or in any other Loan Document or
in any certificate or written statement furnished by or on behalf of the
Borrower pursuant to the provisions of this Agreement or any other Loan
Document contain any untrue statement of a material fact or omit to state
any material fact necessary to make the statements contained herein or
therein, in light of the circumstances under which they are made, not
misleading.  There is no fact known to the Borrower which the Borrower has
not disclosed to the Banks which may have a Material Adverse Effect.
          SECTION 4.16.  ERISA.  (a) Neither the Borrower nor any member of
its Controlled Group contributes to any Plan other than those set forth in
Schedule 4.16.
          (b) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and any other applicable Federal or
state law and rules and regulations promulgated thereunder.  With respect to
each Plan (other than a Multiemployer Plan) all material reports required
under ERISA or any other applicable law or regulation to be filed with the
relevant Governmental Authority, the failure of which to file could
reasonably result in liability of the Borrower or any member of its
Controlled Group in excess of $500,000 have been duly filed and all such
reports are true and correct in all material respects as of the date given.
          (c) Except as set forth in Schedule 4.16, no Plan has been
terminated nor has any accumulated funding deficiency (as defined in
Section 412(a) of the Code) been incurred (without regard to any waiver
granted under Section 412 of the Code) nor has any funding waiver from the
IRS been received or requested.
          (d) Neither the Borrower nor any member of its Controlled Group
has failed to make any contribution or pay any amount due or owing as
required by Section 412 of the Code or Section 302 of ERISA or the terms of
any such Plan prior to the due date (including permissible extensions
thereof) under Section 412 of the Code and Section 302 of ERISA.
          (e) There has been no ERISA Event or any event requiring
disclosure under Section 4041(c)(3)(C), 4068(f), 4063(a) or 4043(b) of ERISA
with respect to any Plan or trust of the Borrower or any member of its
Controlled Group.
          (f) Except as set forth in Schedule 4.16, the value of the assets
of each Plan (other than a Multiemployer Plan) equalled or exceeded the
present value of the benefit liabilities, as defined in Title IV of ERISA,
of each such Plan as of the most recent valuation date using Plan actuarial
assumptions at such date.
          (g) There are no pending claims, lawsuits or actions (other than
routine claims for benefits in the ordinary course) asserted or instituted
against, and neither the Borrower nor any member of its Controlled Group has
knowledge of any threatened litigation or claims against, (i) the assets of
any Plan or trust or against any fiduciary of a Plan with respect to the
operation of such Plan which has any reasonable likelihood of having a
Material Adverse Effect or (ii) the assets of any employee welfare benefit

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plan maintained by the Borrower or any member of its Controlled Group within
the meaning of Section 3(1) of ERISA or against any fiduciary thereof with
respect to the operation of any such Plan which has any reasonable
likelihood of having a Material Adverse Effect.
          (h) Neither the Borrower nor any member of its Controlled Group
has engaged in any prohibited transaction, within the meaning of Section 406
of ERISA or Section 4975 of the Code, in connection with any Plan.
          (i) Neither the Borrower nor any member of its Controlled Group
(i) has incurred or reasonably expects to incur (a) any liability under
Title IV of ERISA (other than premiums due under Section 4007 of ERISA to
the PBGC) or (b) any withdrawal liability (and no event has occurred which
with the giving of notice under Section 4219 of ERISA would result in such
liability) under Section 4201 of ERISA as a result of a complete or partial
withdrawal (within the meaning of Section 4203 or 4205 of ERISA) from a
Multiemployer Plan or (c) any liability under Section 4062 of ERISA to the
PBGC or to a trustee appointed under Section 4042 of ERISA, or (ii) has
withdrawn from any Multiemployer Plan.
          (j) Neither the Borrower nor any member of its Controlled Group
nor any organization to which the Borrower or any member of its Controlled
Group is a successor or parent corporation within the meaning of
Section 4069(b) of ERISA has engaged in a transaction within the meaning of
Section 4069 of ERISA.
          (k) Except as set forth in Schedule 4.16, neither the Borrower nor
any member of its Controlled Group maintains or has established any welfare
benefit plan within the meaning of Section 3(1) of ERISA which provides for
(i) continuing benefits or coverage for any participant or any beneficiary
of any participant after such participant's termination of employment except
as may be required by the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended ("COBRA") and the regulations thereunder, and at the
expense of the participant or the beneficiary of the participant, or
(ii) retiree medical liabilities.  The Borrower and each member of its
Controlled Group which maintains a welfare benefit plan within the meaning
of Section 3(1) of ERISA has complied with any applicable notice and
continuation requirements of COBRA and the regulations thereunder, except
where the failure to so comply could not result in the loss of a tax
deduction or imposition of a tax or other penalty on the Borrower or any
member of its Controlled Group.
          SECTION 4.17.  Insurance.  The properties of the Borrower and its
Subsidiaries are insured with financially sound and reputable insurance
companies, in such amounts, with such deductibles and covering such risks as
are customarily carried by companies engaged in similar business and owning
similar properties in localities where the Borrower and its Subsidiaries
operate.
                                  ARTICLE V

                            Conditions Precedent

          SECTION 5.01.  Conditions Precedent to Effectiveness.  The
obligation of each Bank to make Loans hereunder shall not become effective
until the date on which each of the following conditions is satisfied (or
waived in accordance with Section 10.02):
          (a) Credit Agreement and Notes.  The Administrative Agent shall
have received (i) counterparts of this Agreement executed by the Borrower,
the Administrative Agent and each of the Banks and of any promissory notes
requested by the Banks pursuant to Section 2.05 executed by the Borrower, or
(ii) written evidence satisfactory to the Administrative Agent (which may
include telecopy transmission of signed counterparts) that such parties have
signed such counterparts;
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          (b) Board Resolutions; Approvals; Incumbency Certificates.  The
Administrative Agent shall have received (i) copies of the resolutions of
the Board of Directors of the Borrower approving and authorizing the
execution, delivery and performance by the Borrower of this Agreement and of
each of the other Loan Documents to be delivered hereunder by it, and
authorizing the borrowing of the Loans, the Acquisition, the Merger and the
other Transactions, certified as of the Effective Date by the Secretary or
an Assistant Secretary of the Borrower; and
          (ii) a certificate of the Secretary or Assistant Secretary of the
     Borrower certifying the names and true signatures of the officers of
     the Borrower authorized to execute and deliver this Agreement and all
     other Loan Documents to be delivered hereunder by it;
          (c) Articles of Incorporation; By-laws and Good Standing.  The
Administrative Agent shall have received each of the following documents:
          (i) the articles or certificate of incorporation of the Borrower
     as in effect on the Effective Date, certified by the Secretary of State
     of Delaware as of a recent date and by the Secretary or Assistant
     Secretary of the Borrower as of the Effective Date and the by- laws of
     the Borrower and IBP as in effect on the Effective Date, certified by
     the Secretary or Assistant Secretary of the Borrower as of the
     Effective Date; and
          (ii) good standing certificates as of a recent date for the
     Borrower from the Secretaries of State of such states as the
     Administrative Agent may request;
          (d) Legal Opinion.  The Administrative Agent shall have received a
favorable opinion, dated the Effective Date and addressed to the
Administrative Agent and the Banks of Corporate Counsel of the Borrower and
its Subsidiaries to substantially the effect set forth on Exhibit 5.01 and
as to such other matters as any Bank through the Administrative Agent may
reasonably request (and the Borrower hereby instructs such counsel to
deliver such opinion);
          (e) Certificate.  The Administrative Agent shall have received a
certificate signed by a Responsible Officer of the Borrower, (accompanied,
if applicable, by a supporting certificate signed by a Responsible Officer
of IBP) dated as of the Effective Date, stating that:
          (i) the representations and warranties contained in Article IV are
     true and correct on and as of such date, as though made on and as of
     such date (which statement may be qualified as required in the event
     the supporting certificate from IBP is not available);
          (ii) no Default or Event of Default exists or would result from
     the initial Borrowing hereunder; and
          (iii) there has not occurred or become known since September 30,
     2000, any condition or change that has affected or could reasonably be
     expected to affect materially and adversely the business, assets,
     liabilities, financial condition or material agreements of the Borrower
     and its Subsidiaries, including IBP and its Subsidiaries, taken as a
     whole;
          (f) Other Documents.  The Administrative Agent shall have received
such other approvals, opinions or documents as the Administrative Agent or
any Bank may request.
          (g) Fees, Costs and Expenses.  The Borrower shall have paid all
costs and expenses referred to in Section 10.04 (including legal fees and
expenses and the allocated cost of in-house counsel) for which the Borrower
has been invoiced prior to the Effective Date.
The Administrative Agent shall notify the Borrower and the Banks of the
Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Banks to make Loans

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hereunder shall not become effective unless each of the foregoing conditions
is satisfied (or waived pursuant to Section 10.02) at or prior to 3:00 p.m.,
New York City time, on March 30, 2001 (and, in the event such conditions are
not so satisfied or waived, the Commitments shall terminate at such time).
          The effectiveness of the obligations to make Loans hereunder shall
terminate (other than Loans made solely for the purpose of repaying
commercial paper issued on or after the Effective Date but prior to the date
of such termination, to the extent the proceeds of such commercial paper
shall have been deposited in the account referred to in the last paragraph
of this Section 5.01), and any outstanding Obligations shall become
immediately due and payable at 3:00 p.m. on March 30, 2001 (or, in the case
of Obligations incurred after such time shall become due and payable
immediately following their incurrence), unless each of the following
conditions is satisfied (or waived in accordance with Section 10.02):
          (h) IBP Guarantee.  The Administrative Agent shall have received
(i) a counterpart of the Guarantee Agreement executed by IBP or (ii) written
evidence satisfactory to the Administrative Agent (which may include
telecopy transmission of a signed counterpart) that IBP has signed such
counterpart, together with (a) a favorable opinion, dated the date of the
Guarantee Agreement and addressed to the Administrative Agent and the Banks
of  counsel to IBP, to substantially the effect set forth on Exhibit 5.01
and as to such other matters as any Bank through the Administrative Agent
may reasonably request, (b) such documents and certificates as the
Administrative Agent, (b) such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of IBP, the authorization of the
Transactions to which IBP is party and (c) if not provided on the Effective
Date, the supporting certificate referenced to in paragraph (e) above
together with a revised certificate.
          (i) Tender Offer.  The Tender Offer shall have been completed
(after giving effect to the application of funds made available pursuant to
clause (A)(ii) in the last paragraph of this Section 5.01) in accordance
with applicable law and the terms of the Merger Agreement and the other
documentation related to the Acquisition approved by the Banks prior to the
date hereof, without modification or waiver of any material term or
condition thereof not approved by the Administrative Agent, and the assets
and liabilities of IBP and its Subsidiaries shall be consistent with the pro
forma consolidated balance sheet referred to in Section 4.05(c).
          (j) Indebtedness.  All credit exposures outstanding under the IBP
Credit Agreement shall have been simultaneously repaid, prepaid, defeased or
refinanced and all commitments thereunder shall have been terminated (or
irrevocable notice of termination shall have been given by IBP), and after
giving effect thereto and to the other transactions contemplated to occur in
connection with the completion of the Tender Offer, the Borrower and its
Subsidiaries (including IBP and its Subsidiaries) shall have outstanding no
Indebtedness other than commitments and Indebtedness under or permitted by
this Agreement and the Existing Credit Agreement, Indebtedness under the
Borrower's commercial paper program and the Senior Notes, if any.
          (k) Approvals and Consents.  All requisite governmental
authorities and third parties shall have approved or consented to the
Acquisition to the extent such approvals or consents are required under
applicable laws or agreements or otherwise; all applicable appeal periods
shall have expired; and there shall be no governmental or judicial action,
actual or threatened, that could reasonably be expected to restrain, prevent
or impose materially burdensome conditions on the Acquisition or the
Transactions. There shall be no litigation or administrative action that
could reasonably be expected to have a material adverse effect on the

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business, assets, liabilities or financial condition of the Borrower and its
Subsidiaries, including IBP and its Subsidiaries, taken as a whole.
          (l) Existing Credit Agreement.  Any amendment, waiver or other
modification of the Existing Credit Agreement required in connection with
this Agreement, the Acquisition, the Merger or any other Transaction shall
have become effective and shall be satisfactory in all respects to the
Banks.
The Administrative Agent shall notify the Borrower and the Banks of the
Acquisition Date, and such notice shall be conclusive and binding.  All
proceeds of any commercial paper issued by the Borrower on or after the
Effective Date but prior to the Acquisition Date shall to the extent that
after giving effect to the issuance of such commercial paper (and to any
repayment of commercial paper of the Borrower on the date of such issuance)
the aggregate outstanding principal amount of commercial paper of the
Borrower is in excess of the difference between the aggregate commitments
under the Existing Credit Agreement (and/or any amendment of, supplement to
or replacement of the Existing Credit Agreement) and the aggregate
outstanding principal amount of the loans outstanding thereunder be held in
an account of the Borrower maintained with the Administrative Agent pursuant
to an account agreement satisfactory to the Borrower and the Administrative
Agent and shall (a) be made available to the Borrower solely to finance
(i) the refinancing of the IBP Credit Agreement and other Indebtedness of
IBP on or after the date when the condition set forth in paragraph (h) shall
have been satisfied and (ii) the consummation of the Tender Offer and the
related Transactions on the date on which all the conditions set forth in
paragraphs (h) through (l) are satisfied, or (b) if all such conditions are
not satisfied on or prior to March 30, 2001, or any earlier date on which
the Commitments shall have terminated, be applied solely to repay such
commercial paper as it matures and all Obligations that may from time to
time be outstanding on or after March 30, 2001, or any earlier date on which
the Commitments shall have terminated.
          SECTION 5.02.  Conditions Precedent to All Borrowings.  The
obligation of each Bank to make any Loan on or after the Effective Date
shall be subject to the further conditions precedent that:
          (a) Notice of Borrowing.  In the case of a Committed Borrowing,
the Administrative Agent shall have received a Notice of Borrowing as
required by Section 2.02.
          (b) Continuation of Representations and Warranties.  The
representations and warranties contained in Article IV and in each other
Loan Document shall be true and correct on and as of the date of borrowing
with the same effect as if made on and as of such date (except for
representations and warranties expressly relating to an earlier date, in
which case they shall be true and correct as of such earlier date).
          (c) No Existing Default.  No Default or Event of Default shall
exist and be continuing or shall result from the Loan being made on such
date.
          (d) Other Assurances.  The Administrative Agent shall have
received such other approvals, opinions or documents as any Bank through the
Administrative Agent may reasonably request related to the transactions
contemplated hereby.
Each Notice of Borrowing and Competitive Bid Request submitted by the
Borrower hereunder shall constitute a representation and warranty by the
Borrower hereunder, as of the date of each such notice, application or
request and as of the date of each Borrowing relating thereto, that the
conditions in this Section 5.02 are satisfied.



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                                 ARTICLE VI

                            Affirmative Covenants

          The Borrower covenants and agrees that as long as any Bank shall
have any Commitment hereunder or any Loan or other Obligation shall remain
unpaid or unsatisfied, unless the Majority Banks waive compliance in
writing:
          SECTION 6.01.  Compliance with Laws, Etc.  The Borrower shall
comply, and cause each of its Subsidiaries to comply, with all applicable
Requirements of Law, except such as may be contested in good faith by
appropriate proceedings and which has no reasonable likelihood of having a
Material Adverse Effect.
          SECTION 6.02.  Use of Proceeds.  The Borrower shall use the
proceeds of any Loan hereunder made on or after the Effective Date to
finance the Acquisition, to refinance the IBP Credit Agreement and other
Indebtedness of IBP, to refinance the Borrower's commercial paper and for
working capital and other general corporate purposes (including capital
expenditures and acquisitions and to support the issuance of commercial
paper) not in contravention of any Requirement of Law and consistent with
the representations and warranties contained herein; provided, however, that
the proceeds of any Loan hereunder may not be used to finance the purchase
or other acquisition of Stock in any Person if such purchase or acquisition
is opposed by the board of directors of such Person.
          SECTION 6.03.  Payment of Obligations, Etc.  The Borrower shall
pay and discharge, and cause each of its Subsidiaries to pay and discharge,
before the same shall become delinquent, all lawful claims and all taxes,
assessments and governmental charges or levies unless the same are being
contested in good faith by appropriate proceedings and adequate reserves
therefor have been established on the books of the Borrower or one of its
Subsidiaries in accordance with GAAP, provided all such non-payments,
individually or in the aggregate, have no reasonable likelihood of having a
Material Adverse Effect.
          SECTION 6.04.  Insurance.  The Borrower shall maintain, and cause
each of its Subsidiaries to maintain, with financially sound and reputable
independent insurers, insurance with respect to its properties and business
against loss or damage of the kinds customarily insured against by Persons
engaged in the same or similar business, of such types and in such amounts
as are customarily carried under similar circumstances by such other
Persons.
          SECTION 6.05.  Preservation of Corporate Existence, Etc.  The
Borrower shall preserve and maintain, and cause each of its Subsidiaries to
preserve and maintain, its corporate existence, rights (charter and
statutory) and franchises, except as permitted under Sections 7.05 and 7.07.
          SECTION 6.06.  Access.  The Borrower shall permit, and cause each
of its Subsidiaries to permit, representatives of the Administrative Agent
or any Bank to examine and make copies of and abstracts from the records and
books of account of, and visit the properties of, the Borrower and any of
its Subsidiaries, and to discuss the affairs, finances and accounts of the
Borrower and any of its Subsidiaries with any of their directors, officers
and independent public accountants and authorize those accountants to
disclose to such Person any and all financial statements and other
information of any kind, including copies of any management letter or the
substance of any oral information that such accountants may have with
respect to the business, financial and other affairs of the Borrower or any
of its Subsidiaries, all at the expense of the Borrower and at such times
during normal business hours and as often as may be reasonably desired, upon

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reasonable advance notice to the Borrower; provided, however, that when an
Event of Default exists, the Administrative Agent or any Bank may visit and
inspect, at the expense of the Borrower, its records and properties at any
time during business hours and without advance notice.
          SECTION 6.07.  Keeping of Books.  The Borrower shall maintain, and
cause each of its Subsidiaries to maintain, proper books of record and
account, in which full and correct entries shall be made of all financial
transactions and matters involving the assets and business of the Borrower
and each of its Subsidiaries in accordance with GAAP.
          SECTION 6.08.  Maintenance of Properties.  The Borrower shall
maintain and preserve, and cause each of its Subsidiaries to maintain and
preserve, all of its properties in good repair, working order and condition,
and from time to time make or cause to be made all necessary and proper
repairs, renewals, replacements and improvements so that the business
carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section 6.08
shall prevent the Borrower or any of its Subsidiaries from discontinuing the
operation and the maintenance of any of its properties if such
discontinuance is, in the opinion of the Borrower, desirable in the conduct
of its business and has no reasonable likelihood of having a Material
Adverse Effect.
          SECTION 6.09.  Financial Statements.  The Borrower shall deliver
to each Bank with a copy to the Administrative Agent, in form and details
satisfactory to the Banks and the Administrative Agent:
          (a) as soon as available, but not later than 45 days after the end
of each of the first three quarters of each fiscal year of the Borrower, a
copy of the unaudited consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of such quarter and the related consolidated
statements of income, shareholders' equity and cash flows for such quarter
and for the period commencing at the end of the previous fiscal year and
ending on the last day of such quarter, which statements shall be certified
by the Chief Financial Officer of the Borrower as being complete and correct
and fairly presenting, in accordance with GAAP, the financial position and
results of operation of the Borrower and its Subsidiaries;
          (b) as soon as available, but not later than 90 days after the end
of each fiscal year of the Borrower, a copy of the audited consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such
year and the related consolidated statements of income, shareholders' equity
and cash flows for the period commencing at the end of the previous fiscal
year and ending with the end of such fiscal year, which statements shall be
certified without qualification as to the scope of the audit by a nationally
recognized independent public accounting firm and be accompanied by (i) a
certificate of such accounting firm stating that such accounting firm has
obtained no knowledge that a Default or an Event of Default has occurred and
is continuing, or if such accounting firm has obtained such knowledge that a
Default or an Event of Default has occurred and is continuing, a statement
as to the nature thereof and (ii) copies of any letters to the management of
the Borrower from such accounting firm; and
          (c) at the same time it furnishes each set of financial statements
pursuant to paragraph (a) or (b) above, a certificate of the Chief Financial
Officer of the Borrower (i) to the effect that no Default or Event of
Default has occurred and is continuing (or, if any Default or Event of
Default has occurred and is continuing, describing the same in reasonable
detail and the action which the Borrower proposes to take with respect
thereto) and (ii) a compliance certificate, in substantially the form of
Exhibit 6.09, setting forth in reasonable detail the computations necessary


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to determine whether the Borrower was in compliance with the financial
covenant set forth in Section 7.15, in each case reconciling any differences
between the numbers used in such calculations and those used in the
preparation of such financial statements.
          SECTION 6.10.  Reporting Requirements.  The Borrower shall furnish
to the Administrative Agent (and the Administrative Agent shall promptly
furnish to the Banks):
          (a) promptly after the commencement thereof, notice of all
actions, suits and proceedings before any court or other Governmental
Authority affecting the Borrower or any of its Subsidiaries which,
individually or in the aggregate, has any reasonable likelihood of having a
Material Adverse Effect;
          (b) promptly but not later than three Business days after the
Borrower becomes aware of the existence of (i) any Default or Event of
Default, (ii) any breach or non-performance of, or any default under, any
Contractual Obligation to which the Borrower or any of its Subsidiaries is a
party which has any reasonable likelihood of having a Material Adverse
Effect, or (iii) any Material Adverse Effect or any event or other
development which has a reasonable likelihood of having a Material Adverse
Effect, notice by telephone or facsimile specifying the nature of such
Default, Event of Default, breach, non-performance, default, Material
Adverse Effect, event or development, including the anticipated effect
thereof;
          (c) promptly after the sending or filing thereof, copies of all
reports which the Borrower or any of its Subsidiaries sends to its security
holders generally, and copies of all reports and registration statements
which the Borrower or any of its Subsidiaries files with the Securities and
Exchange Commission or any national securities exchange;
          (d) promptly after the creation or acquisition thereof, the name
and jurisdiction of incorporation of each new Subsidiary of the Borrower;
          (e) promptly, but not later than five Business days after the
Borrower becomes aware of any change by Moody's or S&P in its Debt Rating,
notice by telephone or facsimile of such change; and
          (f) such other information respecting the business, prospects,
properties, operations or the condition, financial or otherwise, of the
Borrower or any of its Subsidiaries as any Bank through the Administrative
Agent may from time to time reasonably request.
          SECTION 6.11.  Notices Regarding ERISA.  Without limiting the
generality of the notice provisions contained in Section 6.10, the Borrower
shall furnish to the Administrative Agent:
          (a) promptly and in any event (i) within 30 days after the
Borrower or any member of its Controlled Group knows or has reason to know
that any ERISA Event described in clause (a) of the definition of ERISA
Event or any event described in Section 4063(a) of ERISA with respect to any
Plan, and (ii) within ten days after the Borrower or any member of its
Controlled Group knows or has reason to know that any other ERISA Event with
respect to any Plan has occurred or a request for a minimum funding waiver
under Section 412 of the Code with respect to any Plan has been made, a
statement of the Chief Financial Officer of the Borrower describing such
ERISA Event and the action, if any, which the Borrower or such member of its
Controlled Group proposes to take with respect thereto together with a copy
of the notice of such ERISA Event or other event, if required by the
applicable regulations under ERISA, given to the PBGC;





                                     138
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          (b) promptly and in any event within five Business days after
receipt thereof by the Borrower or any member of its Controlled Group from
the PBGC, copies of each notice received by the Borrower or any such member
of its Controlled Group of the PBGC's intention to terminate any Plan or to
have a trustee appointed to administer any Plan;
          (c) promptly and in any event within ten Business days after
receipt thereof, a copy of any correspondence the Borrower or any member of
its Controlled Group receives from the Plan Sponsor (as defined by
Section 4001(a)(10) of ERISA) of any Multiemployer Plan concerning potential
withdrawal liability of the Borrower or any member of its Controlled Group
pursuant to Section 4219 or 4202 of ERISA, and a statement from the Chief
Financial Officer of the Borrower or such member of its Controlled Group
setting forth details as to the events giving rise to such potential
withdrawal liability and the action which the Borrower or such member of its
Controlled Group proposes to take with respect thereto;
          (d) notification within 30 days of any material increase in the
benefits under any existing Plan which is not a Multiemployer Plan, or the
establishment of any new Plans, or the commencement of contributions to any
Plan to which the Borrower or any member of its Controlled Group was not
previously contributing;
          (e) notification within five Business days after the Borrower or
any member of its Controlled Group knows or has reason to know that the
Borrower or any such member of its Controlled Group has or intends to file a
notice of intent to terminate any Plan under a distress termination within
the meaning of Section 4041(c) of ERISA and a copy of such notice; and
          (f) promptly after receipt of written notice of commencement
thereof, notice of any action, suit and proceeding before any Governmental
Authority affecting the Borrower or any member of its Controlled Group with
respect to any Plan, except those which, in the aggregate, if adversely
determined, could not have a Material Adverse Effect.
          SECTION 6.12.  Employee Plans.  (a) With respect to Plans other
than a Multiemployer Plan, for each Plan intended to be qualified under
Section 401(a) of the Code which is hereafter adopted or maintained by the
Borrower or by any member of its Controlled Group, the Borrower shall or
shall cause any such member of its Controlled Group to (i) seek and receive
determination letters from the IRS to the effect that such Plan is qualified
within the meaning of Section 401(a) of the Code; (ii) from and after the
adoption of any such Plan, cause such Plan to be qualified within the
meaning of Section 401(a) of the Code and to be administered in all material
respects in accordance with the requirements of ERISA and Section 401(a) of
the Code; (iii) make all required contributions by the due date (including
permissible extensions) under Section 412 of the Code and Section 302 of
ERISA; and (iv) not take any action which could reasonably be expected to
cause such Plan not to be qualified within the meaning of Section 401(a) of
the Code or not to be administered in all material respects in accordance
with the requirements of ERISA and Section 401(a) of the Code.
          (b) With respect to each Multiemployer Plan, the Borrower and each
member of its Controlled Group will make any contributions required by such
Multiemployer Plan.
          SECTION 6.13.  Environmental Compliance; Notice.  The Borrower
shall, and cause each of its Subsidiaries to:
          (a) use and operate all of its facilities and properties in
substantial compliance with all Environmental Laws, keep all necessary
permits, approvals, certificates, license and other authorizations relating
to environmental matters in effect and remain in substantial compliance
therewith, and handle all Hazardous Materials in substantial compliance with
all applicable Environmental Laws;

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          (b) promptly upon receipt of all written claims, complaints,
notices or inquiries relating to the condition of its facilities and
properties or compliance with Environmental Laws, evaluate such claims,
complaints, notices and inquiries and forward copies of (i) all such claims,
complaints, notices and inquiries which individually have any reasonable
likelihood of having a Material Adverse Effect and (ii) all such claims,
complaints, notices and inquiries, arising from a single occurrence which
together have any reasonable likelihood of having a Material Adverse Effect,
and endeavor to promptly resolve all such actions and proceedings relating
to compliance with Environmental Laws; and
          (c) provide such information and certifications which the
Administrative Agent may reasonably request from time to time to evidence
compliance with this Section 6.13.
          SECTION 6.14.  Acquisition and Merger Agreement.  The Borrower
will use its best efforts to complete the Acquisition and consummate the
Merger as soon as practicable and will not amend or waive without the
approval of the Administrative Agent any material term or condition of the
Merger Agreement or any other documentation related to the Acquisition
delivered to the Banks prior to the date of this Agreement.
          SECTION 6.15.  Shelf Registration.  The Borrower shall no later
than March 16, 2001, file with the Securities and Exchange Commission a
shelf registration pursuant to Rule 415 of the Securities Act in respect of
up to $2,000,000,000 of the Company's debt securities.

                                 ARTICLE VII

                             Negative Covenants

          The Borrower hereby covenants and agrees that so as long as any
Bank shall have any Commitment hereunder or any Loan or other Obligation
shall remain unpaid or unsatisfied, unless the Majority Banks shall waive
compliance in writing:
          SECTION 7.01.  Limitations on Liens.  The Borrower shall not
create, incur, assume or suffer to exist, or permit any of its Subsidiaries
to create, incur, assume or suffer to exist, any Lien upon or with respect
to any of its properties, whether now owned or hereafter acquired, other
than (subject to the final sentence of this Section 7.01) the following
("Permitted Liens"):
          (a) any Lien existing on the property of the Borrower or any of
its Subsidiaries on the Effective Date and set forth in Schedule 7.01 and
any extension, renewal and replacement of any such Lien; provided any such
extension, renewal or replacement Lien is limited to the property or assets
covered by the Lien extended, renewed or replaced and does not secure any
Indebtedness in addition to that secured immediately prior to such
extension, renewal and replacement;
          (b) any Lien created pursuant to any Loan Document;
          (c) Liens imposed by law, such as materialmen's, mechanics',
warehousemen's, carriers', lessors' or vendors' Liens incurred by the
Borrower or any of its Subsidiaries in the ordinary course of business which
secure its payment obligations to any Person, provided (i) neither the
Borrower nor any of its Subsidiaries is in default with respect to any
payment obligation to such Person or the Borrower or the applicable
Subsidiary is in good faith and by appropriate proceedings diligently
contesting such obligation for which adequate reserves shall have been set
aside on its books and (ii) such Liens have no reasonable likelihood of
having, individually or in the aggregate, a Material Adverse Effect;


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          (d) Liens for taxes, assessments or governmental charges or levies
either not yet due and payable or to the extent that non-payment thereof
shall be permitted by Section 6.03;
          (e) Liens on the property of the Borrower or any of its
Subsidiaries incurred, or pledges and deposits made, in the ordinary course
of business in connection with worker's compensation, unemployment
insurance, old-age pensions and other social security benefits, other than
in respect of employee plans subject to ERISA;
          (f) Liens on the property of the Borrower or any of its
Subsidiaries securing (i) the performance of bids, tenders, statutory
obligations, leases and contracts (other than for the repayment of borrowed
money), (ii) obligations on surety and appeal bonds not exceeding in the
aggregate $5,000,000 and (iii) other obligations of like nature incurred as
an incident to and in the ordinary course of business, provided all such
Liens in the aggregate have no reasonable likelihood (even if enforced) of
having a Material Adverse Effect;
          (g) zoning restrictions, easements, licenses, reservations,
restrictions on the use of real property or minor irregularities incident
thereto which do not impair the value of any parcel of property material to
the operation of the business of the Borrower and its Subsidiaries taken as
a whole or the value of such property for the purpose of such business;
          (h)  (i) purchase money liens or purchase money security interests
(including in connection with capital leases) upon or in any property
acquired or held by the Borrower or any of its Subsidiaries in the ordinary
course of business to secure the purchase price of such property or to
secure Indebtedness incurred solely for the purpose of financing the
acquisition of such property and Liens existing on such property at the time
of its acquisition (other than any such Lien created in contemplation of
such acquisition) which Liens do not extend to any other property and do not
secure Indebtedness exceeding the purchase price of such property;
          (ii) Liens (including in connection with capital leases) securing
     Indebtedness of the Borrower or any of its Subsidiaries incurred to
     finance all or some of the cost of construction of property (or to
     refinance Indebtedness so incurred upon completion of such
     construction) which Liens do not extend to any other property except to
     the unimproved real property upon which such construction will occur;
     provided the Indebtedness secured by such Liens is not incurred more
     than 90 days after the later of the completion of construction or the
     commencement of full operation of such property;
          (iii) Liens on property in favor of any Governmental Authority to
     secure partial, progress, advance or other payments, or performance of
     any other obligations, pursuant to any contract or statute or to secure
     any Indebtedness of the Borrower or any of its Subsidiaries incurred
     for the purpose of financing all or any part of the purchase price or
     the cost of construction of property subject to Liens (including in
     connection with capital leases) securing Indebtedness of the pollution
     control or industrial or other revenue bond type and which Liens do not
     extend to any other property; and
          (iv) in addition to  Liens permitted under clauses (i) and (ii)
     above, Liens in connection with capital leases entered into by the
     Borrower or any of its Subsidiaries in connection with sale-leaseback
     transactions.
     provided, however, that the aggregate amount of Indebtedness secured by
     all Liens referred to in clauses (i), (ii), (iii) and (iv) of this
     paragraph (h) at any time outstanding, together with the Indebtedness
     secured by Liens permitted pursuant to paragraphs (i) and (l) below
     (and any extensions, renewals and refinancings of such Indebtedness)

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     shall not, subject to the second proviso of paragraph (i) below, at any
     time exceed the Permitted Lien Basket;
          (i) Liens on assets of any corporation existing at the time such
corporation becomes a Subsidiary of the Borrower or merges into or
consolidates with the Borrower or any of its Subsidiaries, if such Liens
(a) do not extend to any other property, (b) do not secure Indebtedness
exceeding the fair market value of such property at the time such
corporation becomes a Subsidiary of the Borrower or at the time of such
merger or consolidation, and (c) were not created in contemplation of such
corporation becoming a Subsidiary of the Borrower or of such merger or
consolidation; provided, however, that the aggregate amount of Indebtedness
secured by Liens referred to in this paragraph (i), together with the
Indebtedness secured by Liens permitted pursuant to paragraph (h) above and
paragraph (l) below (and any extensions, renewals and refinancings of such
Indebtedness) shall not at any time exceed the Permitted Lien Basket;
provided, further, however, that notwithstanding the foregoing limitation,
the Borrower may incur, and permit its Subsidiaries to incur, Indebtedness
secured by Liens referred to in this paragraph (i) which, when aggregated
with the Indebtedness secured by Liens permitted pursuant to paragraph (h)
above and paragraph (l) below, exceed the Permitted Lien Basket if, and only
if, (x) such Indebtedness remains outstanding for a period of less than six
months from the date on which such Indebtedness first exceeded the Permitted
Lien Basket or (y) such Liens are released within six months;
          (j) the filing of financing statements in respect of accounts sold
by the Borrower and its Subsidiaries pursuant to a receivables purchase
transaction by the purchaser or purchasers from the Borrower and its
Subsidiaries of such accounts;
          (k) judgment Liens created by or resulting from any litigation or
legal proceeding if released or bonded within 60 days of the date of
creation thereof (or such earlier date as may be required by
Section 8.01(h)), unless such litigation shall have had a Material Adverse
Effect;
          (l) Liens securing other Indebtedness of the Borrower or any of
its Subsidiaries not expressly permitted by paragraphs (a) through (k);
provided, however, that the aggregate amount of Indebtedness secured by
Liens permitted pursuant to paragraphs (h) and (i) above and pursuant to
this paragraph (l) (and any extensions, renewals and refinancings of such
Indebtedness) shall not, subject to the second proviso of paragraph (i)
above, at any time exceed the Permitted Lien Basket; and
          (m) any Lien on Excess Margin Stock
Notwithstanding anything contained in this Agreement to the contrary, the
Borrower shall not create, incur or assume, or permit any of its
Subsidiaries to create, incur or assume, any Priority Debt (other than
Priority Debt resulting from the securing of existing Indebtedness with
Excess Margin Stock), if after giving effect to such creation, incurrence or
assumption the aggregate outstanding amount of Priority Debt at the time of
such creation, incurrence or assumption would exceed 15% of the total
consolidated assets (calculated as if the Merger had occurred as of the
Effective Date) of the Borrower and its Subsidiaries at the most recent
fiscal quarter end of the Borrower for which financial statements have been
delivered under Section 6.09(a) or (b) (or prior to the first delivery of
such financial statements, at the respective dates of the most recent
financial statements for the Borrower and IBP referred to in
Section 4.05(a) and (b)).




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          SECTION 7.02.  Limitation on Indebtedness.  The Borrower shall not
create, incur, assume or suffer to exist, or permit any of its Subsidiaries
to create, incur, assume or suffer to exist, any Indebtedness except
(subject to the final sentence of this Section 7.02):
          (a) the Loans and any other Indebtedness under this Agreement or
any other Loan Document;
          (b) Indebtedness existing on the Effective Date and set forth in
Schedule 7.02, and any extension, renewal, refunding and refinancing
thereof, provided that after giving effect to such extension, renewal,
refunding or refinancing, (a) the principal amount thereof is not increased,
(b) neither the tenor nor the remaining average life thereof is reduced and
(c) the interest rate thereon is not increased; provided, however, that the
industrial revenue bonds identified by an asterisk in Schedule 7.02 may be
refinanced at an interest rate higher than the rate in effect immediately
prior to such refinancing if such rate is not in excess of any rate of
interest then payable in respect of the Loans (without taking into account
any interest payable pursuant to Section 2.10);
          (c) Indebtedness of the Borrower to any of its wholly-owned
Subsidiaries, of any Subsidiary of the Borrower to the Borrower or of any
Subsidiary of the Borrower to another Subsidiary of the Borrower;
          (d) surety bonds and appeal bonds required in the ordinary course
of business or in connection with the enforcement of rights or claims of the
Borrower or its Subsidiaries or in connection with judgments that do not
result in a Default or an Event of Default;
          (e) trade debt (including Indebtedness for the purchase of farm
products from contract growers and other similar suppliers but excluding
Indebtedness for Borrowed Money) incurred by the Borrower or any of its
Subsidiaries in the ordinary course of business in a manner and to an extent
consistent with their past practices and necessary or desirable for the
prudent operation of its businesses;
          (f) Indebtedness secured by Liens permitted pursuant to
Section 7.01 subject to the limitations contained therein;
          (g) Indebtedness incurred in connection with the issuance of
commercial paper; and
          (h) other present and future unsecured Indebtedness provided at
the time of, and immediately after giving effect to, the incurrence of such
Indebtedness, no condition or event shall exist which constitutes an Event
of Default.
Notwithstanding anything contained in this Agreement to the contrary, the
Borrower shall not create, incur or assume, or permit any of its
Subsidiaries to create, incur or assume, any Priority Debt (other than
Priority Debt resulting from the securing of existing Indebtedness with
Excess Margin Stock), if after giving effect to such creation, incurrence or
assumption the aggregate outstanding amount of Priority Debt at the time of
such creation, incurrence or assumption would exceed 15% of the total
consolidated assets (calculated as if the Merger had occurred as of the
Effective Date) of the Borrower and its Subsidiaries at the most recent
fiscal quarter end of the Borrower for which financial statements have been
delivered under Section 6.09(a) or (b) (or prior to the first delivery of
such financial statements, at the respective dates of the most recent
financial statements for the Borrower and IBP referred to in
Section 4.05(a) and (b)).
          SECTION 7.03.  Lease Obligations.  The Borrower shall not create,
incur, assume or suffer to exist, or permit any of its Subsidiaries to
create, incur, assume or suffer to exist, any obligation for the payment of
rent for any property under lease or agreement to lease having a term of one
year or more, except (subject to the final sentence of this Section 7.03):

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          (a) leases of the Borrower and its Subsidiaries in existence on
the Effective Date and any renewal or extension thereof;
          (b) operating leases in the ordinary course of business; and
          (c) subject to the limitations set forth in Section 7.01(h)
capital leases entered into by the Borrower or any of its Subsidiaries after
the Effective Date in connection with sale-leaseback transactions; provided
(i) immediately prior to giving effect to such lease, the property subject
to such lease was sold by the Borrower or any such Subsidiary to the lessor
pursuant to a transaction permitted under Section 7.07 and (ii) no Event of
Default exists or would occur as a result of such sale and subsequent lease.
Notwithstanding anything contained in this Agreement to the contrary, the
Borrower shall not create, incur or assume, or permit any of its
Subsidiaries to create, incur or assume, any Priority Debt (other than
Priority Debt resulting from the securing of existing Indebtedness with
Excess Margin Stock), if after giving effect to such creation, incurrence or
assumption the aggregate outstanding amount of Priority Debt at the time of
such creation, incurrence or assumption would exceed 15% of the total
consolidated assets (calculated as if the Merger had occurred as of the
Effective Date) of the Borrower and its Subsidiaries at the most recent
fiscal quarter end of the Borrower for which financial statements have been
delivered under Section 6.09(a) or (b) (or prior to the first delivery of
such financial statements, at the respective dates of the most recent
financial statements for the Borrower and IBP referred to in
Section 4.05(a) and (b)).
          SECTION 7.04.  Restricted Payments.  The Borrower shall not:
          (a) declare or make, or permit any of its Subsidiaries to declare
or make, any dividend payment or other distribution of assets, properties,
cash, rights, obligations or securities on account of its Stock other than
(i) dividends paid by any wholly-owned Subsidiary of the Borrower to the
Borrower or any other wholly-owned Subsidiary of the Borrower;
(ii) distributions of shares of common stock of the Borrower to its
management as executive compensation and in connection with management
incentive plans; (iii) dividends or distributions payable solely in
additional common Stock of the Borrower; and (iv) other dividends to the
shareholders of the Borrower, provided at the time of, and immediately after
giving effect to, the payment of such dividends pursuant to this
paragraph (a)(iv), no condition or event shall exist which constitutes an
Event of Default; or
          (b) purchase, redeem, or otherwise acquire for value or make any
payment in respect of any of its Stock now or hereafter outstanding (or
permit any of its Subsidiaries to do so) except (i) purchases in the open
market to fund the Borrower's stock option plans, employee stock purchase
plans, 401(k) plans and other similar plans consistent with the past
practices of the Borrower; (ii) the redemption or purchase by any wholly-
owned Subsidiary of the Borrower of any of its Stock owned by another wholly-
owned Subsidiary of the Borrower and (iii) the purchase, redemption and
other acquisition of any of its or such Subsidiary's Stock, provided at the
time of, and immediately after giving effect to, such purchase, redemption
or other acquisition pursuant to this paragraph (b)(iii), no condition or
event shall exist which constitutes an Event of Default.
          SECTION 7.05.  Mergers, Etc.  The Borrower shall not merge or
consolidate with or into, or convey, transfer, lease or otherwise dispose of
(whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to
any Person, or, except as permitted pursuant to Section 7.06 or
Section 7.09, acquire all or substantially all of the Stock of any Person,
or acquire all or substantially all of the assets of any Person (other than

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live inventory) or enter into any joint venture or partnership with, any
Person, or permit any of its Subsidiaries to do so; provided, however, that:
          (a) the Borrower may merge with a wholly-owned Subsidiary of the
Borrower so long as (i) the Borrower is the surviving corporation and
(ii) at the time of, and immediately after giving effect to, such merger, no
condition or event shall exist which constitutes an Event of Default;
          (b) any wholly-owned direct or indirect Subsidiary of the Borrower
may merge with or into any other wholly-owned direct or indirect Subsidiary
of the Borrower or acquire Stock of any other wholly-owned direct or
indirect Subsidiary of the Borrower;
          (c) the Borrower or any Subsidiary of the Borrower may acquire all
or substantially all of the Stock or all or substantially all of the assets
of any Person, provided at the time of, and immediately after giving effect
to such acquisition, no condition or event shall exist which constitutes an
Event of Default; and
          (d) any Subsidiary of the Borrower may merge with any other
corporation permitted to be acquired pursuant to paragraph (c) above,
provided (i) at the time of, and immediately after giving effect to, such
merger, no condition or event shall exist which constitutes an Event of
Default and (ii) and after such merger, the surviving corporation is a
Subsidiary of the Borrower.
          SECTION 7.06.  Investments in Other Persons.  The Borrower shall
not make, or permit any of its Subsidiaries to make, any loan or advance to
any Person (other than accounts receivable created in the ordinary course of
business); or, except as permitted under Section 7.04 or 7.05, purchase or
otherwise acquire, or permit any of its Subsidiaries to purchase or
otherwise acquire, any Stock or other equity interest or Indebtedness of any
Person, or make, or permit any of its Subsidiaries to make, any capital
contribution to, or otherwise invest in, any Person, except:
          (a) Permitted Investments;
          (b) loans or advances made by the Borrower or any of its
Subsidiaries to (i) employees of the Borrower or any of such Subsidiaries in
the ordinary course of business in a manner consistent with past practices
and (ii) joint ventures and partnerships in which the Borrower is a partner,
provided at the time of, and immediately after giving effect to, such loans
or advances, no condition or event shall exist which constitutes an Event of
Default;
          (c) loans or advances or other credit support, including the
procurement of letters of credit for its account, made by the Borrower or
any of its Subsidiaries (in addition to those permitted under paragraph
(b) above) to any Person; provided, however, that the aggregate amount of
all investments pursuant to this paragraph (c) shall not at any time exceed
15% of the consolidated Net Worth (calculated as if the Merger had occurred
as of the Effective Date) of the Borrower;
          (d) investments in Stock or other joint ventures and partnerships
(including through mergers and consolidations), provided at the time of, and
immediately after giving effect to, such investments, no condition or event
shall exist which constitutes an Event of Default;
          (e) the organization or acquisition by the Borrower or any of its
wholly-owned Subsidiaries of one or more wholly-owned Subsidiaries;
          (f) the acquisition by the Borrower or any of its wholly-owned
Subsidiaries of Stock permitted to be issued pursuant to Section 7.09; and
          (g) intercompany Indebtedness permitted pursuant to
Section 7.02(d).




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          SECTION 7.07.  Assets.  The Borrower shall not sell, assign,
transfer or otherwise dispose of any of its assets, or permit any of its
Subsidiaries to sell, assign, transfer or otherwise dispose of any of its
assets, except:
          (a) the sale or disposition of inventory and farm products in the
ordinary course of business;
          (b) the sale or disposition in the ordinary course of business of
any assets which have become obsolete or surplus to the business of the
Borrower or any of its Subsidiaries, or has no remaining useful life, in
each case as reasonably determined in good faith by the Borrower or such
Subsidiary, as the case may be;
          (c) he periodic sales to third parties of live inventory and
related products and services under grow out contracts;
          (d) Permitted Dispositions;
          (e) the sale or disposition of Permitted Investments;
          (f) the sale of accounts or other receivables for not less than
the fair value thereof by the Borrower and its Subsidiaries, without
recourse, in connection with a receivables purchase transaction; and
          (g) the sale or disposition of Excess Margin Stock for not less
than the fair value thereof.
          SECTION 7.08.  Change in Nature of Business.  The Borrower shall
not:
          (a) engage in any business other than the production, marketing
and distribution of food products and any related food or agricultural
products, processes or business; or
          (b) permit any of its Subsidiaries to make any material change in
the nature of its business as carried on at the date hereof except as
permitted under Section 7.05 or enter into any new business.
          SECTION 7.09.  Capital Structure.  The Borrower shall not:
          (a) make, or, except as permitted by Section 7.05, permit any of
its Subsidiaries to make, any changes in its capital structure (including in
the terms of its outstanding Stock), amend their certificate of
incorporation or by-laws, or make any changes in any of its business
objectives, purposes or operations if such change has a reasonable
likelihood of having a Material Adverse Effect; or
          (b) permit any of its Subsidiaries to issue any Stock (other than
directors' qualifying shares) other than to the Borrower or any wholly-owned
Subsidiary of the Borrower, except if (i) after giving effect to such
issuance, such Subsidiary is still a Subsidiary of the Borrower; (ii) such
issuance has no reasonable likelihood of having a Material Adverse Effect;
and (iii) at the time of, and immediately after giving effect to such
issuance, there shall exist no condition or event which constitutes an Event
of Default.
          SECTION 7.10.  Transactions with Affiliates, Etc.  The Borrower
shall not:
          (a) enter into or be a party to, or permit any of its Subsidiaries
to enter into or be a party to, any transaction with any Affiliate of the
Borrower or any such Subsidiary except (i) as otherwise expressly permitted
herein or (ii) in the ordinary course of business, to the extent consistent
with past practices, so long as any such transaction individually and in the
aggregate with other such transactions has no reasonable likelihood of
having a Material Adverse Effect;
          (b) enter into, or permit any of its Subsidiaries to enter into,
any contract or other agreement or arrangement for employment of an
executive officer other than in the ordinary course of business, or enter
into, or permit any of its Subsidiaries to enter into, any contract or other
obligation for the payment of management fees by the Borrower or any of its

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Subsidiaries, except for the intercompany allocation of general
administrative costs and other expenses consistent with past practices; or
          (c) enter into, or permit any of its Subsidiaries to enter into,
any agreement that prohibits, limits or restricts any repayment of loans or
advances or other distributions to the Borrower by any of its respective
Subsidiaries, or that restricts any such Subsidiary's ability to declare or
make any dividend payment or other distribution on account of any shares of
any class of its capital stock or on its ability to acquire or make a
payment in respect thereof.
          SECTION 7.11.  Accounting Changes.  The Borrower shall not make,
or permit any of its Subsidiaries to make, any significant change in
accounting treatment and reporting practices except as required by GAAP, the
IRS or the Securities and Exchange Commission; provided, however, that if
any such changes are so required to be made within a certain period of time
only, such changes may, in the discretion of the Borrower, be made at any
time during such period.
          SECTION 7.12.  Margin Regulations.  (a) The Borrower shall not use
the proceeds of any Loan in violation of Regulation T, U or X of the Board
of Governors of the Federal Reserve System.
          (b) The Borrower will not, and will not permit any of its
Subsidiaries to, (other than in connection with the Acquisition) purchase or
otherwise acquire Margin Stock if, after giving effect to any such purchase
or acquisition, Margin Stock owned by the Borrower and its Subsidiaries
would represent more than 25% of the assets of the Borrower and its
Subsidiaries on a consolidated basis (valued in accordance with Regulation
U).
          SECTION 7.13.  Compliance with ERISA.  The Borrower shall not,
directly or indirectly, permit any member of the Controlled Group of the
Borrower to, directly or indirectly:
          (a) terminate any Plan so as to result in any material liability
(in the opinion of the Majority Banks exercised reasonably) to the Borrower
or any member of its Controlled Group;
          (b) permit to exist any ERISA Event, or any other event or
condition which presents the risk of a material liability (in the opinion of
the Majority Banks exercised reasonably) of the Borrower or any member of
its Controlled Group;
          (c) make a complete or partial withdrawal (within the meaning of
Section 4201 of ERISA) from any Multiemployer Plan so as to result in any
material liability (in the opinion of the Majority Banks exercised
reasonably) to the Borrower or any member of its Controlled Group;
          (d) enter into any new Plan or modify any existing Plan so as to
increase its obligations thereunder except in the ordinary course of
business consistent with past practice which has any reasonable likelihood
of resulting in material liability to the Borrower or any member of its
Controlled Group; or
          (e) permit the present value of all benefit liabilities, as
defined in Title IV of ERISA, under each Plan of the Borrower or any member
of its Controlled Group (using each Plan's actuarial assumptions upon
termination of such Plan) to materially (in the opinion of the Majority
Banks exercised reasonably) exceed the fair market value of Plan assets
allocable to such benefits all determined as of the most recent valuation
date for each such Plan.
          SECTION 7.14.  Speculative Transactions.  The Borrower shall not
engage or permit any of its Subsidiaries to engage in any transaction
involving commodity options or futures contracts other than in the ordinary
course of business consistent with past transactions.


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          SECTION 7.15.  Debt Ratio.  The Borrower shall not permit at any
time the Debt Ratio to be greater than .65 to 1.
          SECTION 7.16.  Interest Expense Coverage Ratio.  At any time when
the Index Debt (a) is rated BBB or lower or is unrated by S&P and (b) is
rated Baa2 or lower or is unrated by Moody's, the Company will not permit
the ratio of (I  Consolidated EBITDA to (ii) Consolidated Interest Expense,
in each case for the period of four consecutive fiscal quarters (or shorter
period referred to in the next sentence) for which financial statements have
most recently been delivered under Section 6.09(a) or (b) at such time, to
be less than 3.0 to 1.0.  If at any such time less than four full fiscal
quarters have been completed since the Acquisition Date, compliance with
this Section 7.16 will be calculated based upon Consolidated EBITDA and
Consolidated Interest Expense for the period commencing on the first day of
the first quarter to begin after the Acquisition Date and ending on the last
day of the most recently completed fiscal quarter for which financial
statements have most recently been delivered under Section 6.09(a) or (b).

                                ARTICLE VIII

                              Events of Default

          SECTION 8.01.  Events of Default.  The term "Event of Default"
shall mean any of the events set forth in this Section 8.01.
          (a) Non-Payment.  The Borrower shall (i) fail to pay when and as
required to be paid herein, any amount of principal of any Loan or any
amount of interest on any Bid Loan; or (ii) fail to pay within three
Business days after the same shall become due and payable, any other
interest or any fee or other amount payable hereunder or under any other
Loan Document or any other Obligation;
          (b) Representations and Warranties.  Any representation or
warranty made by the Borrower in this Agreement or in any other Loan
Document, or which is contained in any certificate, document or financial or
other statement delivered at any time under or in connection with this
Agreement or any other Loan Document shall prove to have been incorrect or
untrue in any material respect when made or deemed made;
          (c) Specific Defaults.  The Borrower shall fail to perform or
observe any term, covenant or agreement contained in Article VII or
Section 6.02, 6.04 (but only to the extent such failure could have a
Material Adverse Effect), 6.05, 6.06, 6.10(b) or 6.10(e);
          (d) Other Defaults.  The Borrower shall fail to perform or observe
any other term or covenant contained in this Agreement (including
Section 6.04 to the extent not covered by paragraph (c) above) or any other
Loan Document, and such Default shall continue unremedied for a period of
30 days after the date upon which written notice thereof shall have been
given to the Borrower by the Administrative Agent;
          (e) Default under Other Agreements.  Any default shall occur under
the Existing Credit Agreement or under any other Indebtedness of the
Borrower (other than under this Agreement and other than any default under
any agreement to which the Borrower and one or more Banks are party to the
extent such default results from the transfer or pledge of Excess Margin
Stock) or any of its Subsidiaries (other than Tyson de Mexico, S.A. de C.V.,
a Mexican Subsidiary of the Borrower) having an aggregate outstanding
principal amount of $10,000,000 or more or under one or more Interest Rate
Contracts of the Borrower or any of its Subsidiaries resulting in aggregate
net obligations of $10,000,000 or more and such default shall:



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          (i) consist of the failure to pay any Indebtedness when due
     (whether at scheduled maturity, by required prepayment, acceleration,
     demand or otherwise) after giving effect to any applicable grace or
     notice period; or
          (ii) result in, or continue unremedied for a period of time
     sufficient to permit, the acceleration of such Indebtedness or the
     early termination of such Interest Rate Contract;
          (f) Bankruptcy or Insolvency.  The Borrower or any of its
Subsidiaries shall:
          (i) cease to be Solvent or generally fail to pay, or admit in
     writing its inability to pay, its debts as they become due;
          (ii) commence an Insolvency Proceeding;
          (iii) voluntarily cease to conduct its business in the ordinary
     course; or
          (iv) take any action to effectuate or authorize any of the
     foregoing;
          (g) Involuntary Proceedings.
          (i) An involuntary Insolvency Proceeding shall be commenced
     against the Borrower or any of its Subsidiaries or any writ, judgment,
     warrant of attachment, execution or similar process shall be issued or
     levied against a substantial part of the Borrower's, or any of its
     Subsidiaries' properties, and any such proceeding or petition shall not
     be dismissed, or such writ, judgment, warrant of attachment, execution
     or similar process shall not be released, vacated or fully bonded
     within 60 days after commencement, filing or levy;
          (ii) the Borrower or any of its Subsidiaries shall admit in
     writing the material allegations of a petition against it in any
     Insolvency Proceeding, or an order for relief (or similar order under
     non-United States law) against the Borrower or such Subsidiary is
     ordered in any Insolvency Proceeding; or
          (iii) the Borrower or any of its Subsidiaries shall acquiesce in
     the appointment of a receiver, trustee, custodian, conservator,
     liquidator, mortgagee in possession (or agent therefor) or other
     similar Person for itself or a substantial portion of its property or
     business;
          (h) Monetary Judgments.  One or more judgments, orders or decrees
for the payment of money exceeding in the aggregate $10,000,000 (not fully
covered by insurance) shall be rendered against the Borrower or any of its
Subsidiaries and either (i) enforcement proceedings shall have been
initiated by any creditor upon such judgment or order or (ii) such judgment
or order shall continue unsatisfied, unvacated or unstayed for a period of
20 days;
          (i) Non-Monetary Judgments.  Any non-monetary judgment, order or
decree shall be rendered against the Borrower or any of its Subsidiaries
which does or has a reasonable likelihood of having a Material Adverse
Effect and either (a) enforcement proceedings shall have been initiated by
any Person upon such judgment or order or (b) there shall be any period of
ten consecutive days during which a stay of enforcement of such judgment,
order or decree, by reason of a pending appeal or otherwise, shall not be in
effect;
          (j) ERISA.  With respect to any Plan:
          (i) the Borrower, any member of its Controlled Group or any other
     party-in-interest or disqualified Person shall engage in transactions
     which in the aggregate have a reasonable likelihood of resulting in a
     direct or indirect liability to the Borrower or any member of its
     Controlled Group in excess of $10,000,000 under Section 409 or 502 of
     ERISA or Section 4975 of the Code;

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          (ii) the Borrower or any member of its Controlled Group shall
     incur any accumulated funding deficiency, as defined in Section 412 of
     the Code, in the aggregate in excess of $10,000,000, or request a
     funding waiver from the IRS for contributions in the aggregate in
     excess of $10,000,000;
          (iii) the Borrower or any member of its Controlled Group shall
     incur any withdrawal liability in the aggregate in excess of
     $10,000,000 as a result of a complete or partial withdrawal from a
     Multiemployer Plan within the meaning of Section 4203 or 4205 of ERISA;
          (iv) the Borrower or any member of its Controlled Group shall fail
     to make a required contribution by the due date (including any
     permissible extensions) under Section 412 of the Code or Section 302 of
     ERISA which would result in the imposition of a Lien under Section 412
     of the Code or Section 302 of ERISA;
          (v) the Borrower, any member of its Controlled Group or any Plan
     sponsor shall notify the PBGC of an intent to terminate in a distressed
     termination, or the PBGC shall institute proceedings to terminate, a
     Plan;
          (vi) a Reportable Event shall occur with respect to a Plan, and
     within 15 days after the reporting of such Reportable Event to the
     Majority Banks, the Majority Banks shall have notified the Borrower in
     writing that (a) they have made a determination that, on the basis of
     such Reportable Event, there are reasonable grounds for the termination
     of such Plan by the PBGC or for the appointment by the appropriate
     United States District Court of a trustee to administer such Plan and
     (b) as a result thereof a Default or an Event of Default shall occur
     hereunder;
          (vii) a trustee shall be appointed by a court of competent
     jurisdiction to administer any Plan or the assets thereof;
          (viii) the benefits of any Plan shall be increased (other than in
     the ordinary course of business consistent with past practice), or the
     Borrower or any member of its Controlled Group shall begin to maintain,
     or begin to contribute to, any Plan, without the prior written consent
     of the Majority Banks;
          (ix) any ERISA Event with respect to a Plan shall have occurred,
     and 30 days thereafter (a) such ERISA Event shall not have been
     corrected and (b) the then present value of such Plan's benefit
     liabilities, as defined in Title IV of ERISA, shall exceed the then
     current value of assets accumulated in such Plan; or
provided, however, that the events listed in clauses (v)-(ix) of this
paragraph (j) shall constitute Events of Default only if, as of the date
thereof or any subsequent date, the maximum amount of liability the Borrower
or any member of its Controlled Group could incur in the aggregate under
Section 4062, 4063, 4064, 4219 or 4243 of ERISA or any other provision of
law with respect to all such Plans, computed by the actuary of the Plan
taking into account any applicable rules and regulations of the PBGC at such
time, and based on the actuarial assumptions used by the Plan, resulting
from or otherwise associated with such event exceeds $10,000,000; or
          (k) Change in Control.  Mr. Don Tyson, the Tyson Limited
Partnership and "members of the same family" of Mr. Don Tyson as defined in
Section 447(e) of the Code shall cease to have at least 51% of the total
combined voting power of the outstanding Stock of the Borrower; or






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          (j) at any time after the delivery of the Guarantee Agreement and
prior to the completion of the Merger, the Guarantee Agreement shall not for
any reason be, or shall be asserted by the Borrower or IBP not to be, in
full force and effect and enforceable against IBP in all material respects
in accordance with its terms.
          SECTION 8.02.  Remedies.  If any Event of Default shall have
occurred and be continuing, the Administrative Agent shall at the request
of, or may with the consent of, the Majority Banks:
          (a) declare the Commitment of each Bank to be terminated,
whereupon such Commitment shall forthwith be terminated; and/or
          (b) declare the unpaid principal amount of all outstanding Loans,
all interest accrued and unpaid thereon and all other Obligations payable
hereunder or under any other Loan Document to be immediately due and
payable, whereupon the Loans, all such interest and all such Obligations
shall become and be forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly
waived by the Borrower;
provided, however, that upon the occurrence of any event specified in
Section 8.01(f) or (g) with respect to the Borrower, the Commitment of each
Bank to make Loans shall automatically terminate and the unpaid principal
amount of all outstanding Loans and all interest accrued thereon and all
other Obligations shall automatically become due and payable without further
action of the Administrative Agent or any Bank.  If any Event of Default
shall occur and be continuing under Section 8.01(a) due to the Borrower's
failure to pay any amount of principal on or interest of any Bid Loan, the
Bank having made such Bid Loan may send a written request to the
Administrative Agent to obtain approval of the Majority Banks to terminate
the Commitments and, if such approval is not obtained within ten
Business days after the date such request is received, the affected Bank (or
assignee) may commence enforcement of such default by any and all legal
means.
          SECTION 8.03.  Rights Not Exclusive.  The rights provided for in
this Agreement and the other Loan Documents are cumulative and are not
exclusive of any other rights, powers, privileges or remedies provided by
law or in equity, or under any other instrument, document or agreement now
existing or hereafter arising.

                                 ARTICLE IX

                          The Administrative Agent

          SECTION 9.01.  Appointment.  Each Bank hereby irrevocably
appoints, designates and authorizes the Administrative Agent to take such
action on its behalf under the provisions of this Agreement or any other
Loan Document and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement or
in any other Loan Document, the Administrative Agent shall not have any
duties or responsibilities except those expressly set forth herein or any
fiduciary relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.




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          SECTION 9.02.  Delegation of Duties.  The Administrative Agent may
execute any of its duties under this Agreement and any other Loan Document
by or through employees, agents or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties.  The
Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects with reasonable
care.
          SECTION 9.03.  Liabilities of Agents.  (a) Neither the
Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates shall be (a) liable for any action taken or
omitted to be taken by any of them under or in connection with this
Agreement or any other Loan Document (except for its own gross negligence or
willful misconduct), or (b) responsible in any manner to any of the Banks
for any recital, statement, representation or warranty made by the Borrower
or any officer thereof contained in this Agreement or any other Loan
Document or in any certificate, report, statement or other document referred
to or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Loan Document or for the value
of any collateral or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document
or for any failure of the Borrower to perform its obligations hereunder or
thereunder.  The Administrative Agent shall not be under any obligation to
any Bank to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the properties, books or records of the
Borrower or any of its Subsidiaries.
          (b) Each party to this Agreement acknowledges that neither the
Syndication Agent nor the Documentation Agent shall have any separate
duties, responsibilities, obligations or authority under this Agreement or
any other Loan Document in such capacity.
          SECTION 9.04.  Reliance by Administrative Agent.  (a) The
Administrative Agent shall be entitled to rely, and shall be fully protected
in relying, upon any writing, resolution, notice, consent, certificate,
affidavit, letter, facsimile or telex message, statement, order or other
document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon any
advice and statements of legal counsel (including counsel to the Borrower),
independent accountants and other experts selected by the Administrative
Agent.  The Administrative Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Loan Document
unless it shall first receive such advice or concurrence of the Majority
Banks as it deems appropriate or it shall first be indemnified to its
satisfaction by the Banks against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such
action.  The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement or any other Loan
Document in accordance with a request from or the consent of the Majority
Banks and such request or consent and any action taken or failure to act
pursuant thereto shall be binding upon all the Banks and all future holders
of the Loans or any portion thereof.
          (b) For purposes of determining compliance with the conditions
specified in Section 5.01, each Bank shall be deemed to have consented to,
approved or accepted or to be satisfied with each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to the Banks unless an officer of the Administrative Agent
responsible for the transactions contemplated by the Loan Documents shall
have received notice from such Bank prior to the Effective Date specifying

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its objection thereto and either such objection shall not have been
withdrawn by notice to the Administrative Agent to that effect or such Bank
shall not have made available to the Administrative Agent such Bank's
Percentage Share of such Borrowing.
          SECTION 9.05.  Notice of Default.  The Administrative Agent shall
not be deemed to have knowledge or notice of the occurrence of any Default
or Event of Default, except with respect to payment defaults, unless the
Administrative Agent shall have received notice from a Bank or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default".  In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall
give prompt notice thereof to the Banks.  The Administrative Agent shall
take such action with respect to such Default or Event of Default as shall
be requested by the Majority Banks in accordance with Article VIII; provided
however, that unless and until the Administrative Agent shall have received
any such request from the Majority Banks, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem
advisable in the best interests of the Banks.
          SECTION 9.06.  Credit Decision.  Each Bank expressly acknowledges
that neither the Administrative Agent nor any of its Affiliates nor any
officer, director, employee, agent, attorney-in-fact of any of them has made
any representation or warranty to it and that no act by the Administrative
Agent hereinafter taken, including any review of the affairs of the Borrower
and its Subsidiaries, shall be deemed to constitute any representation or
warranty by the Administrative Agent to any Bank.  Each Bank represents to
the Administrative Agent that it has, independently and without reliance
upon the Administrative Agent or any other Bank, and based on such documents
and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, properties, operations or
condition, financial or otherwise, and creditworthiness of the Borrower and
made its own decision to enter into this Agreement and extend credit to the
Borrower hereunder.  Each Bank also represents that it will, independently
and without reliance upon the Administrative Agent or any other Bank, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, properties, operations or condition, financial or otherwise, and
creditworthiness of the Borrower.  Except for notices, reports and other
documents expressly required to be furnished to the Banks by the
Administrative Agent hereunder, the Administrative Agent shall not have any
duty or responsibility to provide any Bank with any credit or other
information concerning the business, prospects, properties, operations or
condition, financial or otherwise, and creditworthiness of the Borrower
which may come into the possession of the Administrative Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates.
          SECTION 9.07.  Indemnification.  The Banks agree to indemnify the
Administrative Agent (to the extent not reimbursed by or on behalf of the
Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective Percentage Shares, from and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever
which may at any time (including at any time after the repayment of the
Loans and all other Obligations) be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of
this Agreement or any other Loan Document or any documents contemplated by

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or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by the Administrative Agent under or
in connection with any of the foregoing; provided however, that no Bank
shall be liable for the payment to the Administrative Agent of any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting solely from the
Administrative Agent's gross negligence or willful misconduct.  Without
limitation of the foregoing, each Bank agrees to reimburse the
Administrative Agent promptly upon demand for its ratable share of any out-
of-pocket expenses (including fees and expenses of counsel and the allocated
cost of in-house counsel) incurred by the Administrative Agent in connection
with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiation, legal proceedings or
otherwise) of, or legal advice in respect of its or the Banks' rights or
responsibilities under, this Agreement, any other Loan Document or any
document contemplated by or referred to herein or therein to the extent that
the Administrative Agent is not reimbursed for such expenses by or on behalf
of the Borrower.
          SECTION 9.08.  Administrative Agent in Individual Capacity.  The
Chase Manhattan Bank and its Affiliates may make loans to, accept deposits
from and generally engage in any kind of business with the Borrower and its
Subsidiaries as though The Chase Manhattan Bank were not the Administrative
Agent hereunder.  With respect to its Loans, The Chase Manhattan Bank shall
have the same rights and powers under this Agreement as any Bank and may
exercise the same as though it were not the Administrative Agent, and the
terms "Bank" and "Banks" shall include The Chase Manhattan Bank in its
individual capacity.
          SECTION 9.09.  Successor Administrative Agent.  The Administrative
Agent may resign at any time by giving written notice thereof to the Banks
and the Borrower.  Upon any such resignation, the Majority Banks shall have
the right to appoint a successor Administrative Agent which shall be a
commercial bank organized or chartered under the laws of the United States
of America or of any State thereof and having combined capital and surplus
of at least $500,000,000.  If no successor Administrative Agent shall have
been so appointed by the Majority Banks, and shall have accepted such
appointment, within 30 days after the notice of resignation of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf
of the Banks, with the consent of the Borrower, which shall not be
unreasonably withheld, appoint a successor Administrative Agent which shall
be a commercial bank organized or chartered under the laws of the
United States of America or of any State thereof and having a combined
capital and surplus of at least $500,000,000.  Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall
be discharged from its duties and obligations under this Agreement and the
other Loan Documents.  After any retiring Administrative Agent's resignation
as Administrative Agent, the provisions of this Article IX and Sections
10.04 and 10.05 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent under this
Agreement and the other Loan Documents.






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                                  ARTICLE X

                                Miscellaneous

          SECTION 10.01.  Notices, Etc.  All notices, requests and other
communications provided to any party under this Agreement shall, unless
otherwise expressly specified herein, be in writing (including by telex or
by facsimile) and mailed by overnight delivery, telexed, transmitted by
facsimile or delivered: if to the Borrower, to its address specified on the
signature pages hereof; if to any Bank, to its Domestic Lending Office; and
if to the Administrative Agent, to its address specified on the signature
pages hereof; or, as to the Borrower or the Administrative Agent, at such
other address as shall be designated by such party in a written notice to
the other parties and, as to each other party, at such other address as
shall be designated by such party in a written notice to the Borrower and
the Administrative Agent.  All such notices and communications shall be
effective, if telexed, when confirmed by telex answerback, if transmitted by
facsimile, when transmitted by facsimile and confirmed by telephone or
facsimile, or, if mailed by overnight delivery or delivered, upon delivery,
except that notices and communications to the Administrative Agent pursuant
to Article II or IX shall not be effective until received by the
Administrative Agent.
          SECTION 10.02.  Amendments, Etc.  No amendment or waiver of any
provision of this Agreement or of any other Loan Document, and no consent to
any departure by the Borrower herefrom or therefrom, shall in any event be
effective unless the same shall be in writing, acknowledged by the
Administrative Agent and signed or consented to by the Majority Banks, 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
Banks, do any of the following:
          (a) increase the Commitments of the Banks (other than by
assignment) or subject the Banks to any additional monetary obligation;
          (b) reduce the principal of, or interest (other than any default
interest payable pursuant to Section 2.10) on, the Committed Loans or any
fees payable hereunder;
          (c) extend the Termination Date or the Maturity Date or any date
fixed for any payment of interest on, the Committed Loans or any fees
payable hereunder;
          (d) change the percentage of the Commitments or the percentage of
the aggregate unpaid principal amount of the Loans which shall be required
for the Banks or any of them to take any action hereunder; or
          (e) amend this Section 10.02.
          SECTION 10.03.  No Waiver; Remedies.  No failure on the part of
any Bank or the Administrative Agent to exercise, and no delay in
exercising, any right, remedy, power or privilege hereunder or under any
other Loan Document shall operate as a waiver thereof; nor shall any single
or partial exercise of any such right, remedy, power or privilege preclude
any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege.  The remedies herein provided are cumulative and
not exclusive of any remedies provided by law.
          SECTION 10.04.  Costs and Expenses.  The Borrower agrees to pay on
demand:





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          (a) all costs and expenses incurred by the Administrative Agent in
connection with the preparation, execution, delivery, administration,
modification and amendment of this Agreement or any other Loan Document or
any other document to be delivered hereunder or thereunder or in connection
with the transactions contemplated hereby or thereby, or with respect to
advising the Administrative Agent as to its rights and responsibilities
under the Loan Documents, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent (including the
allocated cost of in-house counsel);
          (b) all costs and expenses incurred by the Administrative Agent or
any Bank in connection with the enforcement or preservation of any rights
under this Agreement or any other Loan Document or in connection with any
restructuring or "work-out" (whether through negotiations, legal proceedings
or otherwise), including the reasonable fees, charges and disbursements of
counsel for the Administrative Agent or such Bank (including the allocated
cost of in-house counsel); and
          (c) all costs and expenses of the Administrative Agent incurred in
connection with due diligence, transportation, use of computers,
duplication, appraisals, surveys, audits, insurance, consultants and search
reports and all filing and recording fees and title insurance premiums.
          SECTION 10.05.  Indemnity.  (a)  The Borrower agrees to indemnify,
defend, reimburse and hold harmless the Administrative Agent, the
Syndication Agent, the Documentation Agent, each Bank and each of their
Affiliates, and each of their respective directors, officers, employees,
agents and advisors (each, an "Indemnified Party") from and against all
claims, actions, proceedings, suits, damages, losses, liabilities, costs and
expenses, including the reasonable fees, charges and disbursements of
counsel (including the allocated cost of in-house counsel) which may be
incurred by or asserted against any Indemnified Party in connection with, or
arising out of, or relating to (i) any transaction or proposed transaction
(whether or not consummated) financed or to be financed, in whole or in
part, directly or indirectly, with the proceeds of any Borrowing or
otherwise contemplated in this Agreement; (ii) the entering into and
performance of this Agreement and any other Loan Document by the
Administrative Agent, the Syndication Agent, the Documentation Agent or any
Bank or any action or omission of the Borrower in connection therewith; or
(iii) any investigation, litigation, suit, action or proceeding (regardless
of whether an Indemnified Party is a party thereto) which relates to any of
the foregoing or to any Environmental Claim, unless and to the extent such
claim, action, proceeding, suit, damage, loss, liability, cost or expense
was solely attributable to such Indemnified Party's gross negligence or
willful misconduct as determined by a final judgment of a court of competent
jurisdiction.
          (a) The Administrative Agent, the Syndication Agent, the
Documentation Agent and each Bank agree that in the event that any
investigation, litigation, suit, action or proceeding is asserted or
threatened in writing or instituted against it or any other Indemnified
Party, or any remedial, removal or response action is requested of it or any
other Indemnified Party, for which the Administrative Agent, the Syndication
Agent, the Documentation Agent or any Bank may desire indemnity or defense
hereunder, the Administrative Agent, the Syndication Agent, the
Documentation Agent or such Bank shall promptly notify the Borrower in
writing.





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          (b) The Borrower at the request of the Administrative Agent, the
Syndication Agent, the Documentation Agent or any Bank shall have the
obligation to defend against such investigation, litigation, suit, action or
proceeding or requested remedial, removal or response action, and the
Administrative Agent, the Syndication Agent and the Documentation Agent, in
any event, may participate in the defense thereof with legal counsel of the
Administrative Agent's choice.  In the event that the Administrative Agent,
the Syndication Agent, the Documentation or any Bank requests the Borrower
to defend against such investigation, litigation, suit, action or proceeding
or requested remedial, removal or response action, the Borrower shall
promptly do so and the Administrative Agent, the Syndication Agent, the
Documentation Agent or the affected Bank shall have the right to have legal
counsel of its choice participate in such defense.  No action taken by legal
counsel chosen by the Administrative Agent or any Bank in defending against
any such investigation, litigation, suit, action or proceeding or requested
remedial, removal or response action shall vitiate or any way impair the
Borrower's obligations and duties hereunder to indemnify and hold harmless
any Indemnified Party.
          SECTION 10.06.  Right of Set-off.  Upon the occurrence and during
the continuation of any Event of Default, each Bank 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 Bank to or for the credit or the account of the Borrower
against any and all of the Obligations, whether or not such Bank shall have
made any demand under this Agreement.  Each Bank agrees promptly to notify
the Borrower after any such set-off and application made by such Bank;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application.  The rights of each Bank under
this Section 10.06 are in addition to any other rights and remedies
(including other rights of set-off) which such Bank may have.
          SECTION 10.07.  Binding Effect.  The provisions of this Agreement
shall be binding upon and inure to the benefit of the Borrower, the
Administrative Agent and each Bank and their respective successors and
assigns, except that the Borrower shall not have the right to assign or
transfer its rights or obligations hereunder or any interest herein without
the prior written consent of all the Banks.
          SECTION 10.08.  Assignments, Participations Etc.  (a) (i)  Each
Bank may, with the prior written approval of the Borrower and the
Administrative Agent, assign to one or more assignees, which approvals will
not be unreasonably withheld, and (ii) each Bank may, without the consent of
the Borrower or the Administrative Agent, assign to any of its Affiliates or
to any other Bank, other than a Bank replaced pursuant to Section 3.14(b),
(each such Person, an "Assignee"), all or any fraction of its Committed
Loans, if any, owed to it and its Commitment in a minimum amount of
$10,000,000; provided, however, that the Borrower shall not, as a result of
an assignment by any Bank to any of its wholly-owned Subsidiaries incur any
increased liability for Taxes and Other Taxes pursuant to Section 3.05.
          (b) No assignment shall become effective, and the Borrower and the
Administrative Agent shall be entitled to continue to deal solely and
directly with each Bank in connection with the interests so assigned by such
Bank to an Assignee, until (i) written notice of such assignment, together
with an agreement to be bound, payment instructions, addresses and related
information with respect to such Assignee, shall have been given to the
Borrower and the Administrative Agent by such Bank and such Assignee, in
substantially the form of Exhibit 10.08 (a "Notice of Assignment"), and such
Bank and such Assignee shall have executed in connection therewith an

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Assignment and Assumption Agreement in substantially the form of Attachment
A to such Notice of Assignment, (ii) a processing fee in the amount of
$1,000 shall have been paid to the Administrative Agent by the assignor Bank
or the Assignee, and (iii) either (a) five Business days shall have elapsed
after receipt by the Administrative Agent of the items referred to in
clauses (i) and (ii) or (b) if earlier, the Administrative Agent shall have
notified the assignor Bank and the Assignee of its receipt of the items
mentioned in clauses (i) and (ii) and that it has acknowledged the
assignment by countersigning the Notice of Assignment.
          (c) From and after the effective date of any assignment, (i) the
Assignee thereunder shall be deemed automatically to have become a party
hereto and, to the extent that rights and obligations hereunder have been
assigned to such Assignee by the assignor Bank, shall have the rights and
obligations of a Bank hereunder and under each other Loan Document, and
(ii) the assignor Bank, to the extent that rights and obligations hereunder
have been assigned by it to the Assignee, shall be released from its
obligations hereunder and under the each other Loan Document.
          (d) Any Bank may at any time sell to one or more banks or other
Persons (each of such Persons being herein called a "Participant")
participating interests in any of the Loans, its Commitment or any other
interest of such Bank hereunder; provided, however, that
          (i) no participation contemplated in this Section 10.08(d) shall
     relieve such Bank from its Commitment or its other obligations
     hereunder or under any other Loan Document;
          (ii) such Bank shall remain solely responsible for the performance
     of its Commitment and such other obligations;
          (iii) the Borrower and the Administrative Agent shall continue to
     deal solely and directly with such Bank in connection with such Bank's
     rights and obligations under this Agreement; and
          (iv) no Participant, unless such Participant is itself a Bank,
     shall be entitled to require such Bank to take or refrain from taking
     any action hereunder or under any other Loan Document, except that such
     Bank may agree with any Participant that such Bank will not, without
     such Participant's consent, approve any amendment to, or any consent or
     waiver with respect to, this Agreement or any other Loan Document, to
     the extent such amendment, consent or waiver would require unanimous
     consent of the Banks as described in the proviso to Section 10.02.
The Borrower acknowledges and agrees that each Participant, for purposes of
Sections 3.05 (other than 3.05(f)), 3.06, 3.08, 3.10, 3.11 or 10.06 shall be
considered a Bank; provided, however, that (a) for purposes of Sections
3.05, 3.08, 3.10 and 3.11, no Participant shall be entitled to receive any
payment or compensation in excess of that to which such Participant's
selling Bank would be entitled with respect to the amount of such
Participant's participation interests if such Bank had not sold such
participation interests and (b) a Participant that is a foreign Person shall
not be considered a Bank for purposes of Section 3.05 unless the Borrower is
notified in writing of the participation sold to such Participant and such
Participant agrees in writing for the benefit of the Borrower, to comply
with Section 3.05(f) as though it were a Bank.
          (e) Notwithstanding any other provision of this Agreement, nothing
contained in this Agreement shall prevent any Bank from pledging or
assigning its interest in the Loans to a Federal Reserve Bank in the Federal
Reserve System of the United States of America in accordance with applicable
law; provided, however, that no such pledge or assignment shall release any
Bank from its obligations hereunder.



                                     158
<PAGE>
          SECTION 10.09.  Confidentiality.  Each Bank agrees to take normal
and reasonable precautions and exercise due care to maintain the
confidentiality of all non-public information provided to it by the Borrower
or by the Administrative Agent on the Borrower's behalf in connection with
this Agreement or any other Loan Document and agrees and undertakes that
neither it nor any of its Affiliates shall use any such information for any
purpose or in any manner other than pursuant to the terms contemplated by
this Agreement.  Any Bank may disclose such information (a) at the request
of any bank regulatory authority or in connection with an examination of
such Bank by any such authority; (b) pursuant to subpoena or other court
process; (c) when required to do so in accordance with the provisions of any
applicable law; (d) at the express direction of any agency of any State of
the United States of America or of any other jurisdiction in which such Bank
conducts its business; and (e) to such Bank's affiliates, independent
auditors, counsel and other professional advisors.  Notwithstanding the
foregoing, the Borrower authorizes each Bank to disclose to any Participant
or Assignee and any prospective Participant and Assignee such financial and
other information in such Bank's possession concerning the Borrower or its
Subsidiaries which has been delivered to the Banks pursuant to this
Agreement or any other Loan Document or which has been delivered to the
Banks by the Borrower in connection with the Banks' credit evaluation of the
Borrower prior to entering into this Agreement; provided, however, that such
Participant or Assignee or prospective Participant or Assignee agrees in
writing to such Bank to keep such information confidential to the same
extent required of the Banks hereunder.
          SECTION 10.10.  Survival.  The obligations of the Borrower under
Sections 3.05, 3.08, 3.10, 3.11, 3.12, 10.04 and 10.05, and the obligations
of the Banks under Sections 3.05(h) and 9.07, shall in each case survive
repayment or purchase of the Loans or any termination of this Agreement and
the Commitments.  The representations and warranties made by the Borrower in
this Agreement and in each other Loan Document shall survive the execution
and delivery of this Agreement and each other Loan Document.
          SECTION 10.11.  Headings.  The various headings of this Agreement
are inserted for convenience only and shall not affect the meaning or
interpretation of this Agreement or any provisions hereof or thereof.
          SECTION 10.12.  Governing Law and Jurisdiction.  (a) THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK; and
          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER HEREBY CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
THE AFORESAID COURTS.  THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT
OR ANY DOCUMENT RELATED HERETO.
          SECTION 10.13.  Execution in Counterparts.  This Agreement may be
executed in any number of counterparts and by different parties hereto on
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.





                                     159
<PAGE>
          SECTION 10.14.  Entire Agreement.  THIS AGREEMENT EMBODIES THE
ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE BORROWER, THE BANKS AND THE
ADMINISTRATIVE AGENT, AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS
OF SUCH PERSONS RELATING TO THE SUBJECT MATTER HEREOF EXCEPT FOR THE FEE
LETTER AND ANY PRIOR ARRANGEMENTS MADE WITH RESPECT TO THE PAYMENT BY THE
BORROWER OF (OR ANY INDEMNIFICATION FOR) ANY FEES, COSTS OR EXPENSES PAYABLE
TO OR INCURRED (OR TO BE INCURRED) BY OR ON BEHALF OF THE ADMINISTRATIVE
AGENT OR THE BANKS.
          SECTION 10.15.  Waiver of Jury Trial.  THE ADMINISTRATIVE AGENT,
THE BANKS AND THE BORROWER 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
ADMINISTRATIVE AGENT, THE BANKS OR THE BORROWER.  THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE BANKS TO ENTER INTO
THIS AGREEMENT.









































                                     160
<PAGE>
     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.
                              TYSON FOODS, INC.,
                              by
                                   ________________________________
                                   Name:
                                   Title:
                              Address for notices:
                              2210 West Oaklawn Drive
                              Springdale, Arkansas  72764
                              Attention:
                              Facsimile No.:
                              THE CHASE MANHATTAN BANK,
                              individually and as Administrative Agent,
                              by   ________________________________
                                   Name:
                                   Title:
                              Address for notices:
                              Loan and Agency Services Group
                              One Chase Manhattan Plaza
                              8th Floor
                              New York NY 10081
                              Attention: Rocky Chan
                              Facsimile No.:  (212) 552-7490
                              Address for payments:
                              ABA # 021000021
                              Attention: Rocky Chan
                              Chase Plaza, 8th Floor
                              New York, NY 10081
                              Credit to Account number:
                              323219551
                              Reference: Tyson Foods, Inc.
                              With a copy to:
                              The Chase Manhattan Bank
                              270 Park Avenue
                              New York NY 10017
                              Attention of.:
                              Facsimile No.:
                              MERRILL LYNCH CAPITAL CORPORATION.,
                              individually and as Syndication Agent,
                              by
                                   ________________________________
                                   Name:
                                   Title:
                              MERRILL LYNCH BANK USA,
                              individually as a Bank,
                              by
                                   ________________________________
                                   Name:
                                   Title:
                              SUNTRUST BANK, individually and as
                              Documentation Agent,
                              by
                                   ________________________________
                                   Name:
                                   Title:

                                     161
<PAGE>

                                                               EXHIBIT  1.01
                                  [FORM OF]

      GUARANTEE AGREEMENT dated as of [__________], 2001, between IBP, INC.,
a Delaware corporation (the "Subsidiary Guarantor"), and THE CHASE MANHATTAN
BANK, as administrative agent (the "Administrative Agent") for the Banks (as
defined in the Credit Agreement referred to below).
      Reference is made to the Credit Agreement dated as of January 12, 2001
(as  amended,  supplemented or otherwise modified from  time  to  time,  the
"Credit  Agreement"), among Tyson Foods, Inc., a Delaware  corporation  (the
"Borrower"),  the banks from time to time party thereto (the  "Banks"),  The
Chase  Manhattan  Bank,  as  Administrative  Agent,  Merrill  Lynch  Capital
Corporation,   as   Syndication  Agent,  and  SunTrust   Banks,   Inc.,   as
Documentation  Agent.  Capitalized terms used herein and not defined  herein
shall have the meanings assigned to such terms in the Credit Agreement.
      The  Banks have agreed to make Loans to the Borrower pursuant to,  and
upon  the  terms  and  subject to the conditions specified  in,  the  Credit
Agreement.   Among other uses, the Loans are expected to be used to  acquire
the   Subsidiary  Guarantor  and  to  repay  or  refinance  the   Subsidiary
Guarantor's indebtedness outstanding pursuant to IBP Credit Agreement.   The
Subsidiary  Guarantor  acknowledges that it will derive  the  foregoing  and
other  substantial benefits pursuant to the Credit Agreement  and  from  the
making  of the Loans by the Banks to the Borrower.  The obligations  of  the
Banks  to  make Loans are conditioned on, among other things, the  execution
and  delivery  by the Subsidiary Guarantor of this Guarantee Agreement.   In
order to induce the Banks to make Loans, the Subsidiary Guarantor is willing
to execute this Agreement.
     Accordingly, the parties hereto agree as follows:
      SECTION  1.   Guarantee.   Upon the effectiveness  of  this  Guarantee
pursuant to the terms of Section 6, and subject to the limitations contained
in   Section   5,   the   Subsidiary  Guarantor   hereby   irrevocably   and
unconditionally  guarantees, as a guarantee of payment  and  not  merely  of
collection,  all  Loans, other Indebtedness, advances,  debts,  liabilities,
obligations,  covenants and duties owing by the Borrower to  any  Bank,  the
Administrative  Agent,  any  Affiliate  of  any  of  the  foregoing  or  any
Indemnified Party, of any kind or nature, present or future, whether or  not
evidenced  by  any  note, guaranty or other instrument,  arising  under  the
Credit  Agreement or under any other Loan Document, whether or not  for  the
payment of money, whether arising by reason of an extension of credit, loan,
guaranty,  indemnification,  or  in any  other  manner,  whether  direct  or
indirect  (including those acquired by assignment), absolute or  contingent,
due or to become due, now existing or hereafter arising and however acquired
(including  all  interest,  charges, expenses,  fees,  attorneys'  fees  and
disbursements  (including the allocated cost of in-house  counsel)  and  any
other sum chargeable to the Borrower under the Credit Agreement or any other
Loan  Document  and  all  interest and other monetary  obligations  accruing
during  the pendency of any bankruptcy, insolvency, receivership or  similar
proceeding,  regardless of whether allowed or allowable in such  proceeding)
(collectively, the "Obligations").  The Subsidiary Guarantor further  agrees
that  the  due  and punctual payment of the Obligations may be  extended  or
renewed,  in whole or in part, without notice to or further assent from  it,
and  that  it will remain bound upon its Guarantee hereunder notwithstanding
any such extension or renewal of any Obligation.  Each and every default  in
payment  of  the  principal  of and premium, if  any,  or  interest  on  any
Obligation  shall  give  rise to a separate cause of action  hereunder,  and
separate suits may be brought hereunder as each cause of action arises.

                                     162
<PAGE>

      The Subsidiary Guarantor waives presentment to, demand of payment from
and  protest  to  the Borrower of any of the Obligations,  and  also  waives
notice  of  acceptance  of  its  obligations  and  notice  of  protest   for
nonpayment.  The obligations of the Subsidiary Guarantor hereunder shall not
be  affected by (a) the failure of any Bank, the Administrative  Agent,  any
beneficiary of any indemnification, fee or expense obligation undertaken  by
the  Borrower under any Loan Document or the successors and assigns of  each
of   the   foregoing   (each,  a  "Beneficiary"   and,   collectively,   the
"Beneficiaries") to assert any claim or demand or to enforce  any  right  or
remedy  under  any  Loan Document, any guarantee or any other  agreement  or
instrument against the Borrower under the provisions of this Agreement,  any
other Loan Document or otherwise; (b) any extension or renewal of any of the
Obligations;  (c) any rescission, waiver, amendment or modification  of,  or
release from, any of the terms or provisions of this Agreement or any  other
Loan  Document  or  agreement; provided, however,  that  without  the  prior
written  consent of the Subsidiary Guarantor, there shall be no modification
or  amendment to the commencement date of Subsidiary Guarantor's obligations
under  this  Agreement, nor any modifications to Section  5  or  Section  6,
including  the  termination provisions hereof; (d) the release  of  (or  the
failure  to  perfect  a  security interest in)  any  security  held  by  any
Beneficiary for the performance of the Obligations or any of them;  (e)  the
failure  or delay of any Beneficiary to exercise any right or remedy against
any  other guarantor of the Obligations; (f) any default, failure or  delay,
wilful or otherwise, in the performance of the Obligations; or (g) any other
act,  omission or delay to do any other act which may or might in any manner
or  to  any  extent vary the risk of the Subsidiary Guarantor  or  otherwise
operate  as a discharge of the Subsidiary Guarantor as a matter  of  law  or
equity  or  which  would  impair or eliminate any right  of  the  Subsidiary
Guarantor to subrogation; provided, however, that without the prior  written
consent  of  the  Subsidiary Guarantor, there shall be  no  modification  or
amendment  to  this Guarantee Agreement (or to any defined term incorporated
by  reference  into this Guarantee Agreement from any other agreement)  that
changes  the  commencement date of Subsidiary Guarantor's obligations  under
this  Agreement, nor any modifications to Section 5 or Section 6,  including
the termination provisions hereof..
      The  Subsidiary Guarantor further agrees that its agreement  hereunder
constitutes a promise of payment when due (whether or not any bankruptcy  or
similar proceeding shall have stayed the accrual or collection of any of the
Obligations  or  operated  as  a  discharge  thereof)  and  not  merely   of
collection, and waives any right to require that any resort be  had  by  any
Beneficiary to any balance of any deposit account or credit on the books  of
any Beneficiary in favor of the Borrower or any other Person.
      Except as expressly provided in this Agreement, the obligations of the
Subsidiary  Guarantor  hereunder shall not  be  subject  to  any  reduction,
limitation,  impairment  or termination for any reason,  and  shall  not  be
subject  to  any defense or setoff, counterclaim, recoupment or  termination
whatsoever,  by reason of the invalidity, illegality or unenforceability  of
the  Obligations, or any impossibility in the performance of the Obligations
or otherwise.
      Except  as  expressly  provided  in  this  Agreement,  the  Subsidiary
Guarantor further agrees that its obligations hereunder shall continue to be
effective  or be reinstated, as the case may be, if at any time payment,  or
any  part  thereof,  of  any Obligation is rescinded or  must  otherwise  be
restored  by  any Beneficiary upon the bankruptcy or reorganization  of  the
Borrower or otherwise.


                                     163
<PAGE>

      In  furtherance of the foregoing and not in limitation  of  any  other
right  which  any  Beneficiary may have at law  or  in  equity  against  the
Subsidiary  Guarantor by virtue hereof, upon the failure of the Borrower  to
pay  any  Obligation  when  and as the same shall  become  due,  whether  at
maturity,  by  acceleration, after notice of prepayment  or  otherwise,  and
subject  to  the  terms of this Agreement, the Subsidiary  Guarantor  hereby
promises  to  and will, upon receipt of written demand by the Administrative
Agent,  forthwith pay, or cause to be paid, to the Administrative Agent  for
distribution to the Beneficiaries in cash an amount equal to the sum of  (i)
the  unpaid principal amount of such Obligations then due, (ii) accrued  and
unpaid  interest and fees on such Obligations and (iii) all  other  monetary
Obligations then due.
     Upon payment in full by the Subsidiary Guarantor of any Obligation, the
repaid  Bank  shall,  in  a  reasonable manner,  assign  to  the  Subsidiary
Guarantor  the Obligation owed to it and so paid by the Subsidiary Guarantor
to  such  Bank, such assignment to be pro tanto to the extent to  which  the
Obligation in question was discharged by the Subsidiary Guarantor,  or  make
such  disposition  thereof  as the Subsidiary Guarantor  shall  direct  (all
without  recourse  to  any  Beneficiary and without  any  representation  or
warranty by any Beneficiary).
     Upon payment by the Subsidiary Guarantor of any sums as provided above,
all  rights  of the Subsidiary Guarantor against the Borrower arising  as  a
result  thereof  by way of right of subrogation or otherwise  shall  in  all
respects  be  subordinated  and junior in right  of  payment  to  the  prior
indefeasible payment in full of all the Obligations owed by the Borrower  to
the Beneficiaries.
     Except as expressly provided in this Agreement, nothing shall discharge
or  satisfy  the liability of the Subsidiary Guarantor hereunder except  the
full performance and payment of the Obligations.
      SECTION 2.  Defenses of the Borrower Waived.  The Administrative Agent
and  the Banks may, at their election, foreclose on any security held by one
or  more  of  them by one or more judicial or nonjudicial sales,  accept  an
assignment of any such security in lieu of foreclosure, compromise or adjust
any part of the Obligations, make any other accommodation with the Borrower,
the  Subsidiary Guarantor or any other guarantor or exercise any other right
or  remedy  available to them against the Borrower, the Subsidiary Guarantor
or  any  other  guarantor, without affecting or impairing  in  any  way  the
liability  of  the Subsidiary Guarantor hereunder except to the  extent  the
Obligations  have  been  fully,  finally  and  indefeasibly  paid  in  cash.
Pursuant  to  applicable law, the Subsidiary Guarantor  waives  any  defense
arising  out  of  any  such  election even though  such  election  operates,
pursuant  to  applicable  law,  to impair or  to  extinguish  any  right  of
reimbursement  or  subrogation or other right or remedy  of  the  Subsidiary
Guarantor against the Borrower or any guarantor, as the case may be, or  any
security.
       SECTION  3.   Information.   The  Subsidiary  Guarantor  assumes  all
responsibility  for  being  and keeping itself informed  of  the  Borrower's
financial condition and assets, and of all other circumstances bearing  upon
the  risk of nonpayment of the Obligations and the nature, scope and  extent
of the risks that the Subsidiary Guarantor assumes and incurs hereunder, and
agrees  that  none of the Administrative Agent and the Banks will  have  any
duty to advise the Subsidiary Guarantor of information known to it or any of
them regarding such circumstances or risks.




                                     164
<PAGE>
     SECTION 4.  Representations and Warranties; Agreements.  The Subsidiary
Guarantor represents and warrants as to itself that all representations  and
warranties  relating  to  the Subsidiary Guarantor  contained  in  any  Loan
Document  are  true  and correct in all material respects.   The  Subsidiary
Guarantor agrees that the provisions of Section 3.05 of the Credit Agreement
shall  apply  equally to the Subsidiary Guarantor with respect  to  payments
made by it hereunder.
      SECTION  5.   Termination; Limitation of Guarantee  Amount.   (a)  The
Guarantees  made  hereunder (A) shall terminate upon the completion  of  the
Merger  or  (B) in the event the Merger does not occur prior thereto,  shall
(i)  subject  to clause (ii) below, terminate when all the Obligations  have
been paid in full and the Banks have no further commitment to lend under the
Credit  Agreement and (ii) shall continue to be effective or be  reinstated,
as  the  case  may be, if at any time payment, or any part thereof,  of  any
Obligation  is rescinded or must otherwise be restored by the Administrative
Agent or any Bank upon the bankruptcy or reorganization of the Borrower, the
Subsidiary  Guarantor or otherwise.  Notwithstanding any other provision  in
this  Guarantee  Agreement, in the event and after the Subsidiary  Guarantor
and/or the Borrower terminate(s) the Merger Agreement in accordance with its
terms  as  in  effect  on  the  Effective Date, the  Subsidiary  Guarantor's
obligations hereunder shall be limited to an amount equal to $1,250,000,000.
           (b)  Notwithstanding anything in this Guarantee Agreement to  the
contrary,   the  Subsidiary  Guarantor's  liability  under  this   Guarantee
Agreement  shall be limited to an amount not to exceed as  of  any  date  of
determination  the  greater  of:  (A) the  amount  of  Indebtedness  of  the
Subsidiary  Guarantor  (including the IBP Credit  Agreement)  refinanced  by
funds  obtained from the Borrower; and (B) the amount which could be claimed
by  the  Administrative  Agent and the Banks from the  Subsidiary  Guarantor
under  this  Guarantee Agreement without rendering such  claim  voidable  or
avoidable  under Section 548 of Chapter 11 of the Bankruptcy Code  or  under
any  applicable  state Uniform Fraudulent Transfer Act,  Uniform  Fraudulent
Conveyance Act or similar statute or state corporate law or common law (such
highest   amount  determined  hereunder  being  the  Subsidiary  Guarantor's
"Maximum  Liability").  The Subsidiary Guarantor agrees that the Obligations
may  at  any time and from time to time exceed the Maximum Liability without
impairing  this Guarantee Agreement or affecting the rights and remedies  of
the  Administrative Agent hereunder provided nothing in this Section 5 shall
be  construed  to increase the Subsidiary Guarantor's obligations  hereunder
beyond its Maximum Liability.
     SECTION 6.  Binding Agreement; Assignments.  Whenever in this Agreement
any Bank or the Administrative Agent is referred to, such reference shall be
deemed  to  include  the  successors and assigns  of  such  party;  and  all
covenants,  promises  and  agreements by or  on  behalf  of  the  Subsidiary
Guarantor that are contained in this Agreement shall bind and inure  to  the
benefit  of  each  such party and their respective successors  and  assigns.
This  Agreement shall become effective as to the Subsidiary Guarantor as  of
the  date  on  which the debt outstanding under the IBP Credit Agreement  is
repaid  or  refinanced (it being understood that the Subsidiary  Guarantor's
obligations  under  this  Guarantee Agreement  on  any  date  prior  to  the
Acquisition  Date shall be limited to $950,000,000) and when  a  counterpart
hereof  executed  on  behalf  of the Subsidiary Guarantor  shall  have  been
delivered  to the Administrative Agent, and a counterpart hereof shall  have
been executed on behalf of the Administrative Agent, and thereafter shall be
binding upon the Subsidiary Guarantor and the Administrative Agent and their
respective  successors and assigns, and shall inure to the  benefit  of  the
Subsidiary  Guarantor, the Administrative Agent and  the  Banks,  and  their
respective successors and assigns, except that the Subsidiary Guarantor

                                     165
<PAGE>

shall  not  have the right to assign its rights or obligations hereunder  or
any interest herein, and any such attempted assignment shall be void.
     SECTION  7.   Waivers;  Amendment.  (a)  No failure  or  delay  of  the
Administrative Agent or any Bank in exercising any power or right  hereunder
shall  operate as a waiver thereof, nor shall any single or partial exercise
of any such right or power, or any abandonment or discontinuance of steps to
enforce  such  a  right  or power, preclude any other  or  further  exercise
thereof or the exercise of any other right or power. The rights and remedies
of  the  Administrative  Agent or any Bank hereunder  or  under  the  Credit
Agreement or any other Loan Document are cumulative and are not exclusive of
any  rights  or remedies that they would otherwise have.  No waiver  of  any
provision  of  this Agreement or any other Loan Document or consent  to  any
departure  by  the  Subsidiary Guarantor therefrom shall  in  any  event  be
effective  unless the same shall be permitted by paragraph  (b)  below,  and
then such waiver or consent shall be effective only in the specific instance
and  for the purpose for which given.  No notice or demand on the Subsidiary
Guarantor in any case shall entitle the Subsidiary Guarantor to any other or
further notice or demand in similar or other circumstances.
          (b)   Neither  this  Agreement nor any  provision  hereof  may  be
waived,  amended or modified except pursuant to a written agreement  entered
into between the Subsidiary Guarantor and the Administrative Agent (with the
prior written consent of the Banks if required under the Credit Agreement).
     SECTION  8.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED  BY,  AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
     SECTION 9.  Notices.  All communications and notices hereunder shall be
in  writing  and given as provided in Section 10.01 of the Credit Agreement.
All  communications and notices hereunder to the Subsidiary Guarantor  shall
be given to the address set forth below, with a copy to the Borrower:
               IBP, inc.
               800 Stevens Port Drive
               Dakota Dunes, South Dakota 57049
               Attention: Treasurer

     SECTION 10.  Survival of Agreement; Severability.  (a)  Subject to  the
provisions  of  Section  5, all covenants, agreements,  representations  and
warranties  made by the Subsidiary Guarantor herein and in the  certificates
or other instruments prepared or delivered in connection with or pursuant to
this  Agreement  shall  be  considered to  have  been  relied  upon  by  the
Administrative Agent and the Banks and shall survive the making by the Banks
of  the  Loans, regardless of any investigation made by any of  them  or  on
their  behalf, and shall continue in full force and effect until the earlier
of  (a)  the  date  of the completion of the Merger and  (b)  the  date  the
principal  or  any accrued interest on any Loan or any other fee  or  amount
payable  under  this  Agreement or any other  Loan  Document  is  no  longer
outstanding and unpaid and the Commitments have been terminated.
          (b)   In the event any one or more of the provisions contained  in
this  Agreement  should  be held invalid, illegal or  unenforceable  in  any
respect,   the  validity,  legality  and  enforceability  of  the  remaining
provisions  contained  herein shall not in any way be affected  or  impaired
thereby  (it being understood that the invalidity of a particular  provision
in  a particular jurisdiction shall not in and of itself affect the validity
of such provision in any other jurisdiction).  The parties shall endeavor in
good-faith  negotiations  to replace the invalid, illegal  or  unenforceable
provisions with valid provisions the economic effect of which comes as close
as possible to that of the invalid, illegal or unenforceable provisions.


                                     166
<PAGE>

     SECTION   11.   Counterparts.   This  Agreement  may  be  executed   in
counterparts, each of which shall constitute an original, but all  of  which
when  taken  together shall constitute a single contract, and  shall  become
effective as provided in Section 6.  Delivery of an executed signature  page
to  this  Agreement  by  facsimile transmission shall  be  as  effective  as
delivery of a manually executed counterpart of this Agreement.
     SECTION  12.   Rules  of Interpretation.  The rules  of  interpretation
specified  in  Sections  1.03  and 1.04 of the  Credit  Agreement  shall  be
applicable to this Agreement.
     SECTION  13.   Jurisdiction; Consent to Service of Process.   (a)   The
Subsidiary  Guarantor  hereby irrevocably and unconditionally  submits,  for
itself  and its property, to the nonexclusive jurisdiction of any  New  York
State court or Federal court of the United States of America sitting in  New
York  City,  and  any appellate court from any thereof,  in  any  action  or
proceeding  arising out of or relating to this Agreement, or for recognition
or  enforcement  of  any  judgment, and each of the  parties  hereto  hereby
irrevocably  and unconditionally agrees that all claims in  respect  of  any
such action or proceeding may be heard and determined in such New York State
court  or, to the extent permitted by law, in such Federal court.   Each  of
the  parties  hereto  agrees that a final judgment in  any  such  action  or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit  on  the judgment or in any other manner provided by law.   Nothing  in
this  Agreement shall affect any right that the Administrative Agent or  any
Bank  may otherwise have to bring any action or proceeding relating to  this
Agreement  against the Subsidiary Guarantor or its properties in the  courts
of any jurisdiction.
          (b)     The   Subsidiary   Guarantor   hereby   irrevocably    and
unconditionally waives, to the fullest extent it may legally and effectively
do  so,  any  objection that it may now or hereafter have to the  laying  of
venue  of any suit, action or proceeding arising out of or relating to  this
Agreement  in  any  New York State or Federal court.  Each  of  the  parties
hereto  hereby irrevocably waives, to the fullest extent permitted  by  law,
the  defense of an inconvenient forum to the maintenance of such  action  or
proceeding in any such court.
          (c)   Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 9.  Nothing in this
Agreement  will  affect the right of any party to this  Agreement  to  serve
process in any other manner permitted by law.
     SECTION 14.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT 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  BANKS,  THE  ADMINISTRATIVE AGENT,  THE  Borrower  OR  THE
SUBSIDIARY GUARANTOR.  EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE  OTHER
PARTY  HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.










                                     167
<PAGE>

    SECTION  15.   Right  of Setoff.  Upon the occurrence  and  during  the
continuation of any Event of Default, each of the Administrative  Agent  and
the  Banks  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 Person to or for the credit
or  the  account  of  the  Subsidiary  Guarantor  against  any  or  all  the
obligations of the Subsidiary Guarantor now or hereafter existing under this
Agreement  held by such Person, irrespective of whether or not  such  Person
shall  have made any demand under this Agreement.  The rights of each Person
under  this  Section are in addition to other rights and remedies (including
other rights of setoff) which such Person may have.













































                                     168
<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement as of the day and year first above written.

                                   IBP, INC.,


                                   By:
                                   Name:
                                   Title:


                                   THE    CHASE    MANHATTAN    BANK,     as
                                   Administrative Agent,


                                   By:
                                   Name:
                                   Title:







































                                     169
<PAGE>

                                                                EXHIBIT 2.02
                                  [FORM OF]
                             NOTICE OF BORROWING
                                                       Date:_________, 200__
The Chase Manhattan Bank,
as Administrative Agent
270 Park Avenue
New York, New York 10017
Attention:  Loan and Agency Services Group
               Re:  Credit Agreement dated as of January 12, 2001 (as from
               time to amended, modified or supplemented, the "Credit
               Agreement"), among Tyson Foods, Inc., the Banks parties
               thereto, Merrill Lynch Capital Corporation, as Syndication
               Agent, SunTrust Banks, Inc., as Documentation Agent, and The
               Chase Manhattan Bank, as Administrative Agent
          __________________________________________________
Ladies and Gentlemen:
     The undersigned, Tyson Foods, Inc., refers to the Credit Agreement, the
terms defined in the Credit Agreement being used in this Notice of Borrowing
as defined in the Credit Agreement, and hereby gives you notice,
irrevocably, pursuant to Section 2.02(a) of the Credit Agreement of the
Committed Borrowing specified below:
          (a)  The Business Day of the proposed Committed Borrowing
     is__________.
          (b)  The aggregate amount of the proposed Committed Borrowing
     is $__________.
          (c)  The proposed Committed Borrowing is to be comprised of
     [Eurodollar Loans] [Reference Rate Loans].
          (d)  [If any Eurodollar Loans:]  The duration of the first
     Interest Period for the Eurodollar Loans included in the proposed
     Committed Borrowing is ___ months.
     The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the proposed Committed
Borrowing, before and after giving effect thereto and to the application of
the proceeds therefrom:
          (i)  [Except for representations and warranties expressly
     relating to an earlier date] the representations and warranties
     contained its Article IV of the Credit Agreement and in each other
     Loan Document are true and correct with the same effect as if made
     on and as of such date; and
          (ii) No event has occurred and is continuing, or will result
     from the proposed Committed Borrowing, which constitutes a Default
     or an Event of Default.
                                   Very truly yours,
                                   TYSON FOODS, INC.



                                   By:________________________
                                   Title:







                                        170
<PAGE>


                                                             EXHIBIT 2.04(a)
                                  [FORM OF]
                           COMPETITIVE BID REQUEST
                                                        Date:_________, 200_
The Chase Manhattan Bank,
as Administrative Agent, and
each of the Banks parties to the
Credit Agreement
     Re:  Credit Agreement dated as of January 12, 2001 (as from time to
          time amended, modified or supplemented, the "Credit Agreement"),
          among Tyson Foods, Inc., the Banks parties thereto, Merrill Lynch
          Capital Corporation, as Syndication Agent, SunTrust Banks, Inc.,
          as Documentation Agent, and The Chase Manhattan Bank, as
          Administrative Agent
Ladies and Gentlemen:
     This is a Competitive Bid Request pursuant to Section 2.04(a) of the
Credit Agreement:
          Borrowing Date:                    ________________
          Aggregate Amount of Bid Borrowing: $________________
          Rate Basis: [LIBOR Bid Loans] [Absolute Rate
          Bid Loans]

          Principal           Interest            [Interest
            Amount              Period             Payment
                                                   Date[s]]

        _____________       _____________       _____________
        _____________       _____________       _____________
        _____________       _____________       _____________

     The undersigned hereby certifies that the conditions precedent
specified in Section 5.02 of the Credit Agreement will be satisfied on the
date of the proposed Bid Borrowing.























                                     171
<PAGE>
     All bids are to be sent to Tyson Foods, Inc. by 10:00 a.m. (New York
City time) on__________.  Our primary fax number to be used for these
purposes is (501) 750-7915, and our secondary fax number is (501) 756-4061.
If you have any questions, please call Dennis Leatherby at (501) 756-7194.

                             Very truly yours,
                                   TYSON FOODS, INC,
                                   By:
                                   Title:

















































                                        172
<PAGE>

                                                  EXHIBIT 2.04(b)
                                  [FORM OF]
                               COMPETITIVE BID
                                                       Date:_________, 200__
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, Arkansas 72764
Attention:  Dennis Leatherby
               Re:  Credit Agreement dated as of January 12, 2001 (as from
               time to time amended, modified or supplemented, the "Credit
               Agreement"), among Tyson Foods, Inc., the Banks parties
               thereto, Merrill Lynch Capital Corporation, as Syndication
               Agent, SunTrust Banks, Inc., as Documentation Agent, and The
               Chase Manhattan Bank, as Administrative Agent
Ladies and Gentlemen:
     This Competitive Bid is delivered pursuant to Section 2.04(b) of the
Credit Agreement.  The undersigned Bank offers to make Bid Loan(s)
thereunder in the following principal amount(s) at the following interest
rate(s) for the following Interest Period(s):
          Date of Bid Borrowing:   _____________
          Offer 1:  (Maximum Amount $__________)
                    (Minimum Amount $__________).


       Principal       Interest       Interest      [Interest
         Amount          Rate*         Period        Payment
                                                     Date[s]]

       __________     __________     __________     __________
       __________     __________     __________     __________
       __________     __________     __________     __________

___________
          *Insert LIBOR Bid Margin or Absolute Rate.























                                     173
<PAGE>

          Offer 2:  (Maximum Amount $__________)
                    (Minimum Amount $__________).


       Principal       Interest       Interest      [Interest
         Amount          Rate*         Period        Payment
                                                     Date[s]]

       __________     __________     __________     __________
       __________     __________     __________     __________
       __________     __________     __________     __________

          Offer 3:  (Maximum Amount $__________)
                    (Minimum Amount $__________).


       Principal       Interest       Interest      [Interest
         Amount          Rate*         Period        Payment
                                                     Date[s]]

       __________     __________     __________     __________
       __________     __________     __________     __________
       __________     __________     __________     __________

          Offer 4:  (Maximum Amount $__________)
                    (Minimum Amount $__________).


       Principal       Interest       Interest      [Interest
         Amount          Rate*         Period        Payment
                                                     Date[s]]

       __________     __________     __________     __________
       __________     __________     __________     __________
       __________     __________     __________     __________

          Offer 5:  (Maximum Amount $__________)
                    (Minimum Amount $__________).


       Principal       Interest       Interest      [Interest
         Amount          Rate*         Period        Payment
                                                     Date[s]]

       __________     __________     __________     __________
       __________     __________     __________     __________
       __________     __________     __________     __________

          Offer 6:  (Maximum Amount $__________)
                    (Minimum Amount $__________).







                                     174
<PAGE>
       Principal       Interest       Interest      [Interest
         Amount          Rate*         Period        Payment
                                                     Date[s]]

       __________     __________     __________     __________
       __________     __________     __________     __________
       __________     __________     __________     __________

     The applicable Lending Office for payments and notices is __________.
     Subject to Section 2.04(c) of the Credit Agreement, the Borrower may
accept any combination of Interest Periods from one or more offers for the
principal amounts indicated; provided that the aggregate principal amount
accepted from one offer does not exceed the maximum amount specified for
such offer.
Dated: __________, 200__                [Name of Bidding Bank]
                                   By:_____________________
                                   Title:____________________
                                    [Address]
                                    [Facsimile No.]
                                    [Telephone]
                                    [Contact Person]





































                                     175
<PAGE>
                                                  EXHIBIT 2.05(b)
                                  [FORM OF]
                               PROMISSORY NOTE
                              (Committed Loans)



     FOR VALUE RECEIVED, on the Maturity Date, the undersigned, TYSON FOODS,
INC., a Delaware corporation (the "Borrower") hereby promises to pay to the
order of __________  (the "Bank") $___________ or, if less, the aggregate
principal amount of all Committed Loans made by the Bank to the Borrower
pursuant to the Credit Agreement dated as of January 12, 2001 (as from time
to time amended, modified or supplemented, the "Credit Agreement"), among
the Borrower, the Bank, the other banks parties thereto, Merrill Lynch
Capital Corporation, as Syndication Agent, SunTrust Banks, Inc., as
Documentation Agent, and The Chase Manhattan Bank, as Administrative Agent.
     The Borrower also promises to pay interest on the unpaid principal
amount hereof from time to time outstanding from the date hereof until paid
in full at the rates and at the times which shall be determined in
accordance with the provisions of the Credit Agreement.
     The Bank shall endorse on the schedule annexed to this Note, the date,
amount and maturity of each Committed Loan made by it and the amount of each
payment of principal and interest made by the Borrower with respect thereto;
provided that the failure to make, or an error in making, a notation thereon
shall not limit or otherwise affect the obligation of the Borrower hereunder
with respect to payments of principal or interest on this promissory note
(this "Note").
     This Note is one of the Borrower's promissory notes issued pursuant to
and entitled to the benefits of the Credit Agreement to which reference is
hereby made for a more complete statement of the rights of prepayment and
the terms and conditions under which the Committed Loans evidenced hereby
are made and are to be repaid.  Capitalized terms used in this Note without
definition shall have the meanings specified in the Credit Agreement.
     All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in immediately
available funds at the             of _____________________________, or at
such other place as shall be designated in writing for such purpose in
accordance with the terms of the Credit Agreement.  Each of the Bank and any
subsequent holder of this Note agrees that before disposing of this Note or
any part hereof it will make a notation hereon of all principal payments
previously made hereunder and of the date to which interest hereon has been
paid.
     Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note may become, or may be declared to be, due and
payable in the manner, upon the conditions and with the effect provided in
the Credit Agreement.
     The Borrower promises to pay all costs and expenses, including
reasonable attorneys' fees and the allocated cost of in-house counsel,
incurred in the collection and enforcement of this Note in accordance with
the terms of the Credit Agreement.  The Borrower hereby waives diligence,
presentment, protest, demand and notice of every kind and, to the full
extent permitted by law, the right to plead any statute of limitations as a
defense to any demand hereunder.
     THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.



                                     176
<PAGE>

     IN WITNESS WHEREOF, the Borrower has caused this Note to be executed
and delivered by its duly authorized officer, as of this day and year and
the place first above written.
                                   TYSON FOODS, INC.
                                   By:
                                   Title:



















































                                      177
<PAGE>


                            TRANSACTIONS ON NOTE

                                 AMOUNT OF  OUTSTANDING
  TYPE OF    AMOUNT    END OF    PRINCIPAL    PRINCIPAL
    LOAN     OF LOAN  INTEREST   OR INTEREST  BALANCE   NOTATION
    MADE      MADE     PERIOD      PAID      THIS DATE  MADE BY
    THIS      THIS               THIS DATE
    DATE      DATE
















































                                         178
<PAGE>
                                                  EXHIBIT 2.05(c)
                                  [FORM OF]
                               PROMISSORY NOTE
                                 (Bid Loans)
     FOR VALUE RECEIVED, the undersigned, TYSON FOODS, INC., a Delaware
corporation (the "Borrower") hereby promises to pay to the order of
___________________ (the "Bank") the principal sum of each Bid Loan made by
the Bank to the Borrower pursuant to the Credit Agreement dated as of
January 12, 2001 (as from time to time amended, modified or supplemented,
the "Credit Agreement"), among the Borrower, the Bank, the other banks
parties thereto, Merrill Lynch Capital Corporation, as Syndication Agent,
SunTrust Banks, Inc., as Documentation Agent, and The Chase Manhattan Bank,
as Administrative Agent, on the maturity date, which shall be no later than
the Termination Date, for such Bid Loan as determined in accordance with the
Credit Agreement.
     The Borrower also promises to pay interest on the unpaid principal
amount of each Bid Loan from time to time outstanding from the date of
disbursement thereof until paid in full at the rates and at the times which
shall be determined in accordance with the provisions of the Credit
Agreement.
     The Bank shall endorse on the schedule annexed to this Note, the date,
amount and maturity of each Bid Loan made by it and the amount of each
payment of principal and interest made by the Borrower with respect thereto;
provided that the failure to make, or an error in making, a notation thereon
shall not limit or otherwise affect the obligation of the Borrower hereunder
with respect to payments of principal or interest on this promissory note
(this "Note").
     This Note is one of the Borrower's promissory notes issued pursuant to
and entitled to the benefits of the Credit Agreement to which reference is
hereby made for a more complete statement of the terms and conditions under
which the Bid Loans evidenced hereby are made and are to be repaid.
Capitalized terms used in this Note without definition shall have the
meanings specified in the Credit Agreement.
     All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in immediately
available funds at the office of the Bank at __________ or at such other
place as shall be designated in writing for such purpose in accordance with
the terms of the Credit Agreement.  Each of the Bank and any subsequent
holder of this Note agrees that before disposing of this Note or any part
hereof it will make a notation hereon of all principal payments previously
made hereunder and of the date to which interest hereon has been paid.
     No Bid Loan evidenced by this Note may be prepaid prior to the maturity
date thereof.  Upon the occurrence of an Event of Default, the unpaid
balance of the principal amount of this Note may become, or may be declared
to be, due and payable in the manner, upon the conditions and with the
effect provided in the Credit Agreement.
     The Borrower promises to pay all costs and expenses, including
reasonable attorneys' fees and the allocated cost of in-house counsel,
incurred in the collection and enforcement of this Note.  The Borrower
hereby waives diligence, presentment, protest, demand and notice of every
kind and, to the full extent permitted by law, the right to plead any
statute of limitations as a defense to any demand hereunder.
     THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.




                                     179
<PAGE>

     IN WITNESS WHEREOF, the Borrower has caused this Note to be executed
and delivered by its duly authorized officer, as of this day and year and
the place first above written.
                                   TYSON FOODS, INC.
                                   By:_______________________
                                   Title:______________________



















































                                      180
<PAGE>
                            TRANSACTIONS ON NOTE

                                 AMOUNT OF
  TYPE OF   AMOUNT OF   END OF   PRINCIPAL  OUTSTANDING
    LOAN    LOAN MADE   INTEREST   OR        PRINCIPAL  NOTATION
    MADE    THIS DATE   PERIOD   INTEREST    BALANCE    MADE BY
    THIS                            PAID     THIS DATE
    DATE                         THIS DATE


















































                                     181
<PAGE>
                                                       EXHIBIT 2.11
                                  [FORM OF]
                      NOTICE OF CONVERSION/CONTINUATION
                                             Date:_________, 200__
The Chase Manhattan Bank,
as Administrative Agent
270 Park Avenue
New York, New York 10017
Attention: Loan and Agency Services Group
     Re:Credit Agreement dated as of January 12, 2001 (as from time to
         amended, modified or supplemented, the "Credit Agreement"), among
         Tyson Foods, Inc., the Banks parties thereto, Merrill Lynch
         Capital Corporation, as Syndication Agent, SunTrust Banks, Inc.,
         as Documentation Agent, and The Chase Manhattan Bank, as
         Administrative Agent
Ladies and Gentlemen:
     The undersigned, Tyson Foods, Inc., refers to the Credit Agreement, the
terms defined in the Credit Agreement being used in this Notice of
Conversion/Continuation as defined in the Credit Agreement, and hereby gives
you notice, irrevocably, pursuant to Section 2.11 of the Credit Agreement of
the Committed Loans specified below:
     (1)  The date of the [conversion] [continuation] is __________, 200_.
     (2)  The aggregate amount of the Committed Loans to be [converted]
          [continued] is $__________.
     (3)  The Loans are to be [converted into] [continued as] [Eurodollar]
          [Reference Rate] Loans.
     (4)  [If applicable:] The duration of the Interest Period for the
          Loans included in the [conversion] [continuation] shall be
          ________ [months].
                                   Very truly yours,
                                   TYSON FOODS, INC.
                                   By:_______________________
                                   Title:______________________

























                                     182
<PAGE>
                                                  EXHIBIT 5.01

                   [FORM OF OPINION OF CORPORATE COUNSEL]
                                                  [Effective Date]
     To:  The Chase Manhattan Bank, as Administrative Agent, and each
          of the Banks party to the Credit Agreement
Ladies and Gentlemen:
     I am corporate counsel to TYSON FOODS, INC., a Delaware corporation,
and I have advised Tyson in connection with the preparation, execution and
delivery of the Credit Agreement dated as of January 12, 2001 (the "Credit
Agreement"), among Tyson, the Banks parties thereto, Merrill Lynch Capital
Corporation, as Syndication Agent, SunTrust Banks, Inc., as Documentation
Agent, and The Chase Manhattan Bank, as Administrative Agent (collectively,
the "Bank Parties").  This opinion is being delivered pursuant to Section
5.01(d) of the Credit Agreement.  Terms defined in the Credit Agreement are
used in this opinion as defined in the Credit Agreement.
     In that connection, I have examined originals or copies, certified or
otherwise identified to my satisfaction, of the following:
     (i)  an executed copy of the Credit Agreement;
     (ii)an executed copy of the Account Agreement dated as of January 12,
         2001 (the "Account Agreement"), between Tyson and The Chase
         Manhattan Bank, as Administrative Agent;
     (iii)    certified copies of the Certificate of Incorporation, all
         amendments thereto and the By-Laws of Tyson;
     (iv) a certified copy of resolutions of the Board of Directors of
Tyson; and
     (v)  a certificate from the Secretary of State of Delaware attesting
          to the continued corporate existence and good standing of Tyson
          in such state.
     In addition, I have examined and am familiar with originals or copies,
certified or otherwise identified to my satisfaction, of such other
documents, and have made such other investigations, as I have deemed
necessary or appropriate as a basis for the opinions set forth below.
     In my examination I have assumed the genuineness of all signatures
(other than the signature of the Company for the Credit Agreement and the
Account Agreement) including endorsements, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as
certified or photostatic copies, and the authenticity of the originals of
such copies.
     As to any facts material to this opinion which I did not independently
establish or verify, I have relied upon statements and representations of
Tyson and its officers and other representatives and of public officials.
     Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, I am of the
opinion that:
          1.   Tyson (a) has been duly incorporated and organized and is
     validly existing and in good standing under the laws of the State of
     Delaware and is qualified to do business and is in good standing as a
     foreign corporation under the laws of each jurisdiction where the
     failure to so qualify would have a Material Adverse Effect, (b) has all
     requisite corporate power and authority to execute, deliver and perform
     the Credit Agreement and the Account Agreement and to consummate the
     Transactions (as defined below) and (c) has all requisite corporate
     power and authority and the legal right to own, pledge, mortgage, hold
     under lease and operate its properties and to conduct its business as
     now and currently proposed to be conducted.

                                     183
<PAGE>
          2.   The execution, delivery and performance by Tyson of the
     Credit Agreement, the other Loan Documents and the Account Agreement,
     the borrowings under the Credit Agreement, the Acquisition, the Merger
     and the assumption and refinancing of Indebtedness of IBP, inc.
     (collectively, the "Transactions") have been duly authorized by all
     necessary corporate action on the part of Tyson, and each of the Credit
     Agreement and Account Agreement has been duly executed and delivered by
     Tyson.  The Board of Directors of Tyson has the authority to approve
     the Credit Agreement and the Account Agreement, and the transactions
     contemplated thereby, and the Transactions.
          3.   The execution, delivery and performance by Tyson of the
     Credit Agreement and the Account Agreement, and the consummation of the
     Transactions by Tyson do not and will not violate, contravene or
     conflict with (a) any provision of its Certificate of Incorporation or
     By-laws or (b) any other Requirement of Law.
          4.   The execution, delivery and performance by Tyson of the
     Credit Agreement and the Account Agreement and the consummation of the
     Transactions by Tyson do not and will not conflict with or result in
     the breach of, or constitute a default under, any Contractual
     Obligations binding on or affecting Tyson or its property or result in
     the creation or imposition of any Lien upon any property of Tyson.
          5.   (i)  To my knowledge, there is no pending action or
     proceeding against Tyson before any court or other Governmental
     Authority which purports to affect the legality, validity or
     enforceability of the Credit Agreement, any other Loan Document or the
     Account Agreement; or the performance by Tyson of the Credit Agreement,
     any other Loan Document or the Account Agreement; or the consummation
     of the Transactions by Tyson and (ii) there are no actions, suits,
     proceedings, claims or disputes pending against Tyson or any of its
     Subsidiaries (other than IBP, inc.) that have a reasonable likelihood
     of having a Material Adverse Effect.
          6.   No authorization, consent or other approval of, notice to or
     filing with any court or other Governmental Authority is required to
     authorize or is required in connection with the execution, delivery or
     performance by Tyson of the Credit Agreement or the Account Agreement,
     or the transactions contemplated thereby, or the consummation of the
     Transactions by Tyson, except for (a) the filing of a certificate of
     merger in accordance with the General Corporation Law of the State of
     Delaware, (b) compliance with the applicable requirements of the Hart-
     Scott-Rodino Antitrust Improvements Act of 1976, the waiting period
     under which will have expired or terminated prior to the refinancing of
     the IBP Credit Agreement, (c) compliance with any applicable non-United
     States laws intended to prohibit, restrict or regulate actions having
     the purpose or effect of monopolization or restraint of trade, and (d)
     compliance with any applicable requirements of the Securities Act of
     1933 and the Securities Exchange Act of 1934.
          7.   Each of the Credit Agreement and the Account Agreement has
     been duly executed and delivered and constitutes the legal, valid and
     binding obligation of Tyson, enforceable against Tyson in accordance
     with its terms, except as enforceability may be limited by applicable
     bankruptcy, insolvency or similar laws affecting the enforcement of
     creditors' rights generally or by equitable principles relating to
     enforceability.





                                     184
<PAGE>
          8.   The Company is not an "investment company" as defined in, or
     subject to regulation under, the Investment Company Act of 1940.  The
     Company is not a "holding company" as defined in, or subject to
     regulation under, the Public Utility Holding Company Act of 1935.
     I am admitted to the Bar in the State of Arkansas.  I express no
opinion as to the laws of any jurisdiction other than (i) the laws of the
State of Arkansas, (ii) the general corporation law of the State of Delaware
and (iii) the federal laws of the United States of America to the extent
specifically referred to herein; however, if the Loan Documents and/or the
Account Agreement were stated to be governed by and construed in accordance
with the law of the State of Arkansas, or if an Arkansas court were to apply
the law of the State of Arkansas to the Loan Documents and/or the Account
Agreement, each Loan Document and/or the Account Agreement, as appropriate,
would constitute the legal, valid and binding obligation of Tyson,
enforceable against Tyson in accordance with its terms.
     This opinion is solely for the benefit of, and may only be relied upon
by, the addressees, provided that any Person that becomes a Bank pursuant to
the assignment provisions of Section 10.08 of the Credit Agreement may rely
on this opinion as if it were addressed to such Person and delivered on the
date hereof.
                                   Very truly yours,





































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<PAGE>
                                                  EXHIBIT 6.09
                                  [FORM OF]
                           COMPLIANCE CERTIFICATE
                                        Date:  ____________, 200__
The Chase Manhattan Bank,
as Administrative Agent
270 Park Avenue
New York, New York 10017
Attention: Loan and Agency Services Group
     Re:  Credit Agreement dated as of January [ ], 2001 (as from time to
          time amended, modified or supplemented, the "Credit Agreement")
          among Tyson Foods, Inc. (the "Borrower"), the Banks parties
          thereto, Merrill Lynch Capital Corporation, as Syndication Agent,
          SunTrust Banks, Inc., as Documentation Agent, and The Chase
          Manhattan Bank, as Administrative Agent
Ladies and Gentlemen:
     This Compliance Certificate is delivered pursuant to Section 6.09(c) of
the Credit Agreement.  Any terms defined in the Credit Agreement and not
defined in this Compliance Certificate are used herein as defined in the
Credit Agreement.
     The Borrower hereby certifies and warrants that, as of the dates set
forth below:
              (a)  on             , (the "Computation Date"), the Debt
     Ratio was approximately (and in any event not greater than)
     to       ; and
          (b) as of each of the Computation Date and the date hereof, no
     Default or Event of Default has occurred and is continuing or will
     have occurred and be continuing.
     The undersigned Responsible Officer of the Borrower executing this
Certificate on behalf of the Borrower is, and at all pertinent times
mentioned herein has been, the Chief Financial Officer of the Borrower and
in such capacity has been responsible for the management of the financial
affairs of the Borrower and the preparation of financial statements of the
Borrower and its Subsidiaries on a consolidated basis.
     IN WITNESS WHEREOF, the Borrower has caused this Certificate to be
executed and delivered, and the certification and warranties contained
herein to be made, this         day of

                                   TYSON FOODS, INC.
                                   By:  _____________________
                                   Title:________________________

















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<PAGE>
                                                  EXHIBIT 10.08
                                  [FORM OF]
                            NOTICE OF ASSIGNMENT
                                                  Date:             , 200__
The Chase Manhattan Bank,
as Administrative Agent
270 Park Avenue
New York, New York 10017
Attention: Loan and Agency Services Group
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, Arkansas 72764
Attention:
     Re:  Credit Agreement dated as of January 12, 2001 (as from time to
          time amended, modified or supplemented, the "Credit Agreement"),
          among Tyson Foods, Inc. (the "Borrower"), the Banks parties
          thereto, Merrill Lynch Capital Corporation, as Syndication Agent,
          SunTrust Banks, Inc., as Documentation Agent, and The Chase
          Manhattan Bank, as Administrative Agent
Ladies and Gentlemen:
     We refer to Section 10.08(b) of the Credit Agreement. All defined terms
used in this Notice of Assignment and not defined herein have the meanings
assigned to such terms in the Credit Agreement.
     This Notice of Assignment is delivered to you pursuant to Section
10.08(b) of the Credit Agreement and also constitutes notice to each of you,
pursuant to clause (i) of Section 10.08(b) of the Credit Agreement, of the
assignment to        (the "Assignee") of [___%] of all rights, title and
interest of                    (the "Assignor") in and to the Credit
Agreement, including the Commitment of the Assignor and all outstanding
Committed Loans made by the Assignor but excluding any Bid Loans made by the
Assignor, which assignment was undertaken pursuant to an Assignment and
Assumption Agreement, substantially in the form attached hereto as
Attachment A, duly executed and delivered by the Assignor and the Assignee
on        , 200_.  After giving effect to the foregoing assignment, the
Assignor's and the Assignee's Commitments for the purposes of the Credit
Agreement as set forth opposite such Person's name on the signature pages
hereof.
     [If applicable:  The Assignee hereby represents and warrants that it
has obtained from the Borrower and the Administrative Agent the prior
consent to the assignment required pursuant to Section 10.08(a).]  The
Assignee hereby acknowledges and confirms that it has received a copy of the
Credit Agreement and the Schedules and Exhibits thereto, together with
copies of the financial statements referred to in Section 6.09 of the Credit
Agreement and such other documents and information as it has deemed
appropriate to make its own credit and legal analysis and decision to enter
into the Assignment and Assumption Agreement.
     The Assignee further confirms and agrees that in becoming a Bank and in
extending its Commitment and making its Committed Loans under the Credit
Agreement, such actions have and will be made without recourse to, or
representation or warranty by, the Administrative Agent.
     Effective as of the date contemplated by Section 10.08(b)(iii) of the
Credit Agreement for the effectiveness of the assignment which is the
subject of this Notice of Assignment (the "Effective Date"):
          (a) the Assignee




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<PAGE>
               (i) shall be deemed automatically to have become a party to
          the Credit Agreement and have all the rights and obligations of a
          "Bank" under the Credit Agreement and the other Loan Documents as
          if it were an original signatory thereto to the extent specified
          in paragraph (a)(ii) hereof; and
               (ii) agrees to be bound by the terms and conditions set forth
          in the Credit Agreement and the other Loan Documents as if it were
          an original signatory thereto; and
          (b) the Assignor shall be released from its obligations under the
     Credit Agreement and the other Loan Documents to the extent specified
     in paragraph (a)(ii) hereof.
     The Assignor and the Assignee hereby agree that the [Assignor]
[Assignee] will pay to the Administrative Agent the processing fee referred
to in clause (ii) of Section 10.08(b) of the Credit Agreement upon the
delivery hereof.
     The Assignee hereby advises each of you of the following administrative
details with respect to the assigned Loans and Commitments and requests the
Administrative Agent to acknowledge receipt of this document:
     The following administrative details apply to the Assignee:
          (A)  Domestic Lending Office:
               Assignee name:
               Address:
               Attention:
               Telephone: (   )
               Facsimile: (   )
               Telex (Answerback):
          (B)  Eurodollar Lending Office:
               Assignee name:
               Address:
               Attention:
               Telephone: (   )
               Facsimile: (   )
               Telex (Answerback):
          (C)  Notice Address:
               Assignee name:
               Address:
               Attention:
               Telephone: (   )
               Facsimile: (   )
               Telex (Answerback):
          (D)  Payment Instructions:
               Account No.:
                    At:


               Reference:
               Attention:
     The Assignee agrees to furnish to the Administrative Agent and the
Borrower on or before the Effective Date the tax form[s] required by Section
3.05(f) (if so required) of the Credit Agreement.








                                     188
<PAGE>
     This Notice of Assignment may be executed by the Assignor and the
Assignee in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute one and the same notice and agreement.
                                   [ASSIGNOR]
Adjusted Commitment:               By:
$                                  Title:
Commitment:                        [ASSIGNEE]
$                                  By:
                                   Title:
ACKNOWLEDGED
this _____ day of             , 200__:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By:
Title:










































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<PAGE>
                                                  Attachment A to
                                                  EXHIBIT 10.08
                                  [Form of]
                     Assignment and Assumption Agreement
     This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement")
     dated as of    , 200_ is made
between _______________ (the "Assignor") and _____________ (the "Assignee").

                                  RECITALS
     WHEREAS, the Assignor is party to that certain Credit Agreement dated
as of January 12, 2001, among TYSON FOODS, INC., a Delaware corporation (the
"Borrower"), the banks parties thereto, Merrill Lynch Capital Corporation,
as Syndication Agent, SunTrust Banks, Inc., as Documentation Agent, and The
Chase Manhattan Bank, as Administrative Agent (including the Assignor, the
"Banks"), (as from time to time amended, modified or supplemented, the
"Credit Agreement").  Any terms defined in the Credit Agreement and not
defined in this Agreement are used herein as defined in the Credit
Agreement;
     WHEREAS, as provided under the Credit Agreement, the Assignor has
committed to make committed loans (the "Committed Loans") to the Company in
an aggregate amount not to exceed $                     (the "Commitment");
     WHEREAS, [the Assignor has made Committed Loans in the aggregate
principal amount of $          to the Borrower] [no Committed Loans are
outstanding under the Credit Agreement];

     WHEREAS, the Assignor wishes to assign to the Assignee [part of the]
[all] rights and obligations of the Assignor under the Credit Agreement in
respect of its Commitment, [together with a corresponding portion of each of
its outstanding Committed Loans,] in an amount equal to $
(the "Assigned Amount") on the terms and subject to the conditions set forth
herein, and the Assignee wishes to accept assignment of such rights and to
assume such obligations from the Assignor on such terms and subject to such
conditions; and

     WHEREAS, the Assignee will have no interest in any Bid Loans made by
the Assignor;
     NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:
     1.   Assignment and Assumption.
          (a)  Subject to the terms and conditions of this Agreement, (i)
     the Assignor hereby sells, transfers and assigns to the Assignee, and
     (ii) the Assignee hereby purchases, assumes and undertakes from the
     Assignor, without recourse and without representation or warranty
     (except as provided in this Agreement) [_____%] (the "Assignee's
     Percentage Share") of (A) the Commitment [and the Committed Loans] of
     the Assignor and (B) all related rights, benefits, obligations,
     liabilities and indemnities under and in connection with the Credit
     Agreement and each other Loan Document (other than any such rights,
     benefits, obligations, liabilities or indemnities with respect to any
     Bid Loans made by the Assignor).
          [If appropriate, add paragraph specifying payment to Assignor by
     Assignee of outstanding principal of, accrued interest on, and fees
     with respect to, Committed Loans assigned.]





                                     190
<PAGE>
          (b)  With effect on and after the Effective Date (as defined in
     the Notice of Assignment), the Assignee shall be a party to the Credit
     Agreement and succeed to all of the rights and be obligated to perform
     all of the obligations of a Bank under the Credit Agreement, including
     the requirements concerning confidentiality, with a Commitment in an
     amount equal to the Assigned Amount.  The Assignee agrees that it will
     perform in accordance with their terms all of the obligations which by
     the terms of the Credit Agreement are required to be performed by it as
     a Bank.  It is the intent of the parties hereto that the Commitment of
     the Assignor shall, as of the Effective Date, be reduced by an amount
     equal to the Assigned Amount and the Assignor shall relinquish its
     rights and be released from its obligations under the Credit Agreement
     to the extent such obligations have been assumed by the Assignee.
          (c)  After giving effect to the assignment and assumption, on the
     Effective Date the Assignee's Commitment will be $               .
     2.   Payments.
               (a)  As consideration for the sale, assignment and transfer
     contemplated in Section 1, the Assignee shall pay to the Assignor on
     the Transfer Date (as defined in Section 5) in immediately available
     funds an amount equal to $              , representing the Assignee's
     Percentage Share of the principal amount of all Committed Loans
     previously made, and currently owned, by the Assignor to the Borrower
     under the Credit Agreement and outstanding on the Effective Date.
          (b)  The [Assignor] [Assignee] further agrees to pay to the
     Administration Agent a recordation fee in the amount of $1,000.
     3.   Reallocation of Payments.
          Any interest, commissions, fees and other payments accrued to the
     Transfer Date with respect to the Committed Loans and the Commitment
     shall be for the account of the Assignor.  Any interest, fees and other
     payments accrued on and after the Transfer Date with respect to the
     Assigned Amount shall be for the account of the Assignee.  Each of the
     Assignor and the Assignee agrees that it will hold in trust for the
     other party any interest, fees and other amounts which it may receive
     to which the other party is entitled pursuant to the preceding sentence
     and pay to the other party any such amounts which it may receive
     promptly upon receipt.
     4.   Independent Credit Decision.
          The Assignee (a) acknowledges that it has received a copy of the
     Credit Agreement and the Schedules and Exhibits thereto, together with
     copies of the financial statements referred to in Section 6.09 of the
     Credit Agreement, and such other documents and information as it has
     deemed appropriate to make its own credit and legal analysis and
     decision to enter into this Agreement; and (b) agrees that it will,
     independently and without reliance upon the Assignor, the
     Administrative Agent or any other Bank and based on such documents and
     information as it shall deem appropriate at the time, continue to make
     its own credit and legal decisions in taking or not taking action under
     the Credit Agreement.
     5.   Transfer Date; Notices.
          (a)  As between the Assignor and the Assignee (but without
     affecting the Effective Date of the assignment being made hereby for
     purposes of the Credit Agreement), the effective date for this
     Agreement shall be_________ (the "Transfer Date"); provided that the
     following conditions precedent have been satisfied on or before the
     Transfer Date:



                                     191
<PAGE>
               (i) this Agreement shall be executed and delivered by the
          Assignor and the Assignee;
               (ii) the consent of the Borrower and the Administrative Agent
          required for an effective assignment of the Assigned Amount by the
          Assignor to the Assignee shall have been duly obtained and shall
          be in full force and effect as of the Transfer Date;
               (iii) the Assignee shall pay to the Assignor all amounts due
          to the Assignor under this Agreement; and
               (iv) the recordation fee referred to in Section 2(b) and in
          Section 10.08(b) of the Credit Agreement shall have been paid to
          the Administrative Agent.
          (b)  Promptly following the execution of this Agreement, the
     Assignor shall deliver to the Administrative Agent for acknowledgment
     by the Administrative Agent, the Notice of Assignment required under
     the Credit Agreement.
          [6.  Administrative Agent [INCLUDE ONLY IF ASSIGNOR IS
     ADMINISTRATIVE AGENT].
          (a)  The Assignee hereby appoints and authorizes the Assignor to
     take such action as administrative agent on its behalf and to exercise
     such powers under the Credit Agreement as are delegated to the
     Administrative Agent by the Banks pursuant to the terms of the Credit
     Agreement.

          (b)  The Assignee shall assume no duties or obligations held by
     the Assignor in its capacity as Administrative Agent under the Credit
     Agreement.]
     7.   Withholding Tax.
          The Assignee agrees to comply with Section 3.05(f) of the Credit
     Agreement as if the date of this Agreement were the Effective Date of
     the Credit Agreement.
     8.   Representations and Warranties.
          (a)  The Assignor represents and warrants that (i) it is the legal
     and beneficial owner of the interest being assigned by it hereunder and
     that such interest is free and clear of any lien, security interest or
     other adverse claim; (ii) it is duly organized and existing and it has
     the full power and authority to take, and has taken, all action
     necessary to execute and deliver this Agreement and any other documents
     required or permitted to be executed or delivered by it in connection
     with this Agreement and to fulfill its obligations hereunder; (iii) no
     notices to, or consents, authorizations or approvals of, any Person are
     required (other than any already given or obtained) for its due
     execution, delivery and performance of this Agreement, and apart from
     any agreements or undertaking or filings required by the Credit
     Agreement, no further action by, or notice to, or filing with, any
     Person is required of it for such execution, delivery or performance;
     and (iv) this Agreement has been duly executed and delivered by it and
     constitutes the legal, valid and binding obligation of the Assignor,
     enforceable against the Assignor in accordance with the terms hereof,
     subject, as to enforcement, to bankruptcy, insolvency, moratorium,
     reorganization and other laws of general application relating to or
     affecting creditors' rights and to general equitable principles.







                                     192
<PAGE>
          (b)  The Assignor makes no representation or warranty and assumes
     no responsibility with respect to any statements, warranties or
     representations made in or in connection with the Credit Agreement or
     the execution, legality, validity, enforceability, genuineness,
     sufficiency or value of the Credit Agreement or any other instrument or
     document furnished pursuant thereto.  The Assignor makes no
     representation or warranty in connection with, and assumes no
     responsibility with respect to, the solvency, financial condition or
     statements of the Borrower, or the performance or observance by the
     Borrower, of any of its respective obligations under the Credit
     Agreement or any other instrument or document furnished in connection
     therewith.
          (c)  The Assignee represents and warrants that (i) it is duly
     organized and existing and it has full power and authority to take, and
     has taken, all action necessary to execute and deliver this Agreement
     and any other documents required or permitted to be executed or
     delivered by it in connection with this Agreement, and to fulfill its
     obligations hereunder; (ii) no notices to, or consents, authorizations
     or approvals of, any Person are required (other than any already given
     or obtained) for its due execution, delivery and performance of this
     Agreement; and apart from any agreements or undertaking or filings
     required by the Credit Agreement, no further action by, or notice to,
     or filing with, any Person is required of it for such execution,
     delivery or performance; and (iii) this Agreement has been duly
     executed and delivered by it and constitutes the legal, valid and
     binding obligation of the Assignee, enforceable against the Assignee in
     accordance with the terms hereof, except subject, as to enforcement, to
     bankruptcy, insolvency, moratorium, reorganization and other laws of
     general application relating to or affecting creditors' rights and to
     general equitable principles.
     9.   Further Assurances.
          The Assignor and the Assignee each hereby agrees to execute and
     deliver such other instruments, and take such other action, as either
     party may reasonably request in connection with the transactions
     contemplated by this Agreement, including the delivery of any notices
     or other documents or instruments to the Borrower or the Administrative
     Agent, which may be required in connection with the assignment and
     assumption contemplated hereby.
     10.  Miscellaneous.
          (a)  Any amendment or waiver of any provision of this Agreement
     shall be in writing signed by the parties hereto. No failure or delay
     by either party hereto in exercising any right, power or privilege
     hereunder shall operate as a waiver thereof and any waiver of any
     breach of the provisions of this Agreement shall be without prejudice
     to any rights with respect to any other or further breach hereof.
          (b)  All payments made hereunder shall be made without any set-off
     or counterclaim.
          (c)  The Assignor and the Assignee shall each pay its own costs
     and expenses incurred in connection with the negotiation, preparation,
     execution and performance of this Agreement.
          (d)  This Agreement may be executed in any number of counterparts
     and all of such counterparts taken together shall be deemed to
     constitute one and the same instrument.





                                     193
<PAGE>
          (e)  This Agreement shall be governed by and construed in
     accordance with the law of the State of New York.  The Assignor and the
     Assignee each irrevocably submits to the non-exclusive jurisdiction of
     any New York State or Federal court sitting in The City of New York
     over any suit, action or proceeding arising out of or relating to this
     Agreement and irrevocably agrees that all claims in respect of such
     action or proceeding may be heard and determined in such New York State
     or Federal court.  Each party to this Agreement hereby irrevocably
     waives, to the fullest extent it may effectively do so, the defense of
     an inconvenient forum to the maintenance of such action or proceeding.
          (f)  The Assignor and the Assignee each 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, the Credit Agreement, any
     related documents and agreements or any course of conduct, course of
     dealing, statements (whether oral or written).
          [Other provisions to be added as may be negotiated between the
     Assignor and the Assignee, provided that such provisions are not
     inconsistent with the Credit Agreement.]

     IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Agreement to be executed and delivered by their duly authorized officers as
of the date first above written.
                                   [                        ]
                                        Assignor
                                   By:
                                   Title:
                                   Address:
                                   [                        ]
                                        Assignee
                                   By:
                                   Title:
                                   Address:

























                                     194