Exhibit 4.14

                                         Published Deal CUSIP Number: 81154LAA5




                        CREDIT AGREEMENT

                  Dated as of December 3, 2004

                              among

                      SEABOARD CORPORATION,
                          as Borrower,

                     BANK OF AMERICA, N.A.,
           as Administrative Agent, Swing Line Lender
                        and a L/C Issuer,

                      SCOTIA CAPITAL, INC.,
                      as Syndication Agent,

                               and

                  HARRIS TRUST AND SAVINGS BANK

                               and

                         SUNTRUST BANK,
                   as Co-Documentation Agents

                               and

                 The Other Lenders Party Hereto

                 BANC OF AMERICA SECURITIES LLC

                               and

                      SCOTIA CAPITAL INC.,
                               as
          Joint Lead Arrangers and Joint Book Managers

<PAGE>


                        TABLE OF CONTENTS

Section                                                      Page

                           ARTICLE I.
                DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms                                             1
1.02 Other Interpretive Provisions                            21
1.03 Accounting Matters                                       22
1.04 Times of Day                                             23
1.05 Letter of Credit Amounts                                 23

                           ARTICLE II.
              THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 Committed Loans                                          23
2.02 Borrowings, Conversions and Continuations of Committed
     Loans                                                    23
2.03 Letters of Credit.                                       25
2.04 Swing Line Loans                                         34
2.05 Prepayments                                              37
2.06 Termination or Reduction of Commitments                  37
2.07 Repayment of Loans                                       38
2.08 Interest                                                 38
2.09 Fees                                                     39
2.10 Computation of Interest and Fees                         39
2.11 Evidence of Debt                                         39
2.12 Payments Generally; Administrative Agent's Clawback      40
2.13 Sharing of Payments by Lenders                           42
2.14 Increase in Commitments                                  42

                          ARTICLE III.
             TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes                                                    43
3.02 Illegality                                               46
3.03 Inability to Determine Rates                             46
3.04 Increased Costs; Reserves on Eurodollar Rate Loans       47
3.05 Compensation for Losses                                  48
3.06 Mitigation Obligations; Replacement of Lenders           49
3.07 Survival                                                 49

                           ARTICLE IV.
            CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01 Conditions of Initial Credit Extension                   50
4.02 Conditions to all Credit Extensions                      51

<PAGE> i

                           ARTICLE V.
                 REPRESENTATIONS AND WARRANTIES

5.01 Existence, Qualification and Power; Compliance with
     Laws                                                     52
5.02 Authorization; No Contravention                          52
5.03 Governmental Authorization; Other Consents               52
5.04 Binding Effect                                           53
5.05 Financial Statements; No Material Adverse Effect         53
5.06 Litigation                                               53
5.07 No Default                                               53
5.08 Ownership of Property; Liens                             54
5.09 Environmental Compliance                                 54
5.10 Insurance                                                54
5.11 Taxes                                                    54
5.12 ERISA Compliance                                         54
5.13 Subsidiaries; Equity Interests                           55
5.14 Margin Regulations; Investment Company Act; Public
     Utility Holding Company Act                              55
5.15 Disclosure                                               55
5.16 Compliance with Laws                                     56
5.17 Intellectual Property; Licenses, Etc                     56

                           ARTICLE VI.
                      AFFIRMATIVE COVENANTS

6.01 Financial Statements                                     56
6.02 Certificates; Other Information                          57
6.03 Notices                                                  59
6.04 Payment of Obligations                                   59
6.05 Preservation of Existence, Etc                           59
6.06 Maintenance of Properties                                60
6.07 Maintenance of Insurance                                 60
6.08 Compliance with Laws                                     60
6.09 Books and Records                                        60
6.10 Inspection Rights                                        60
6.11 Use of Proceeds                                          61

                          ARTICLE VII.
                       NEGATIVE COVENANTS

7.01 Negative Pledge                                          61
7.02 Investments                                              63
7.03 Subsidiary Indebtedness                                  64
7.04 Fundamental Changes                                      65
7.05 Dispositions                                             65
7.06 Restricted Payments                                      66
7.07 Change in Nature of Business                             67

<PAGE> ii

7.08 Transactions with Affiliates                             67
7.09 Burdensome Agreements                                    67
7.10 Use of Proceeds                                          67
7.11 Acquisitions                                             68
7.12 Financial Covenants                                      68
7.13 Amendments to Senior Note Agreements and Seaboard
     Overseas Credit Facility                                 68

                          ARTICLE VIII.
                 EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default                                        69
8.02 Remedies Upon Event of Default                           71
8.03 Application of Funds                                     71

                           ARTICLE IX.
                      ADMINISTRATIVE AGENT

9.01 Appointment and Authority                                72
9.02 Rights as a Lender                                       72
9.03 Exculpatory Provisions                                   72
9.04 Reliance by Administrative Agent                         73
9.05 Delegation of Duties                                     74
9.06 Resignation of Administrative Agent; L/C Issuer          74
9.07 Non-Reliance on Administrative Agent and Other Lenders   75
9.08 No Other Duties, Etc                                     75
9.09 Administrative Agent May File Proofs of Claim            75

                           ARTICLE X.
                          MISCELLANEOUS

10.01 Amendments, Etc                                         76
10.02 Notices; Effectiveness; Electronic Communication        77
10.03 No Waiver; Cumulative Remedies                          79
10.04 Expenses; Indemnity; Damage Waiver                      79
10.05 Payments Set Aside                                      81
10.06 Successors and Assigns                                  81
10.07 Treatment of Certain Information; Confidentiality       85
10.08 Right of Setoff                                         86
10.09 Interest Rate Limitation                                86
10.10 Counterparts; Integration; Effectiveness                86
10.11 Survival of Representations and Warranties              86
10.12 Severability                                            87
10.13 Replacement of Lenders                                  87
10.14 Governing Law; Jurisdiction; Etc                        88
10.15 Waiver of Jury Trial                                    88
10.16 USA PATRIOT Act Notice                                  89

<PAGE> iii


SCHEDULES

     1.01(a)   Existing Letters of Credit
     2.01      Commitments and Applicable Percentages
     5.05      Supplement to Interim Financial Statements
     5.13      Subsidiaries and Other Equity Investments
     7.01      Existing Liens
     7.03      Existing Indebtedness
     10.02     Administrative Agent's Office; Certain
               Addresses for Notices



EXHIBITS

          Form of

     A         Committed Loan Notice
     B         Swing Line Loan Notice
     C         Note
     D         Compliance Certificate
     E         Assignment and Assumption
     F-1       Opinion of Shook, Hardy & Bacon, L.L.P.
     F-2       Opinion of Helms Mulliss & Wicker, PLLC
     G         Letter of Credit Information Report

<PAGE> iv


                        CREDIT AGREEMENT

     This  CREDIT  AGREEMENT is entered into as  of  December  3,
2004,  among  SEABOARD CORPORATION, a Delaware  corporation  (the
"Borrower"),   each  lender  from  time  to  time  party   hereto
(collectively,  the "Lenders" and individually, a "Lender"),  and
BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender
and a L/C Issuer.

     The  Borrower  has  requested that  the  Lenders  provide  a
revolving credit facility, and the Lenders are willing to  do  so
on the terms and conditions set forth herein.

     In  consideration  of  the mutual covenants  and  agreements
herein  contained,  the  parties hereto  covenant  and  agree  as
follows:


                           ARTICLE I.
                DEFINITIONS AND ACCOUNTING TERMS

     1.01 Defined Terms.  As used in this Agreement, the following
terms shall have the meanings set forth below:

     "1993  Senior  Note  Agreements"  means  the  Note  Purchase
Agreements  dated as of December 1, 1993, among the Borrower  and
the purchasers of the Borrower's 1993 Senior Notes, as amended by
the  First  Amendment to Note Agreements dated as  of  March  31,
1994,  and  the Second Amendment to Note Agreements dated  as  of
September 30, 2002.

     "1993  Senior  Notes"  means, collectively,  the  Borrower's
6.49%  Senior  Notes due December 1, 2005, issued in  an  initial
aggregate principal amount of $100,000,000.

     "1995  Senior  Note  Agreements"  means  the  Note  Purchase
Agreements dated as of June 1, 1995, among the Borrower  and  the
purchasers of the Borrower's 1995 Senior Notes, as amended by the
First Amendment to Note Agreements dated as of December 15, 1995,
and the Second Amendment to Note Agreements dated as of September
30, 2002.

     "1995  Senior  Notes"  means, collectively,  the  Borrower's
7.88%  Senior  Notes  due  June 1, 2007,  issued  in  an  initial
aggregate principal amount of $125,000,000.

     "2002  Senior  Note  Agreements"  means  the  Note  Purchase
Agreements dated as of September 30, 2002, among the Borrower and
the purchasers of the Borrower's 2002 Senior Notes.

     "2002 Senior Notes" means, collectively, the Borrower's  (a)
5.80%  Senior Notes, Series A, due September 30, 2009, issued  in
an  initial aggregate principal amount of $32,500,000, (b)  6.21%
Senior  Notes,  Series B, due September 30, 2009,  issued  in  an
initial  aggregate  principal amount of  $38,000,000,  (c)  6.21%
Senior  Notes,  Series C, due September 30, 2012,  issued  in  an
initial  aggregate principal amount of $7,500,000, and (d)  6.92%
Senior  Notes,  Series D, due September 30, 2012,  issued  in  an
initial aggregate principal amount of $31,000,000.

     "Acquisition"  means any transaction or  series  of  related
transactions  for  the  purpose  of  or  resulting,  directly  or
indirectly,  in  (a)  the  acquisition  by  the  Borrower  or   a
Subsidiary of all or

<PAGE>

substantially    all    of    the    assets    of    a    Person,
or  of  any line of business or division of a Person, or (b)  the
acquisition by the Borrower or a Subsidiary of in excess  of  50%
of  the  Equity  Interests of any Person  (other  than  a  Person
already a Subsidiary), or otherwise causing any Person to  become
a Subsidiary.

     "Administrative Agent" means Bank of America in its capacity
as  administrative agent under any of the Loan Documents, or  any
successor administrative agent.

     "Administrative  Agent's  Office" means  the  Administrative
Agent's  address  and, as appropriate, account as  set  forth  on
Schedule  10.02  or  such  other  address  or  account   as   the
Administrative Agent may from time to time notify to the Borrower
and the Lenders.

     "Administrative   Questionnaire"  means  an   Administrative
Questionnaire in a form supplied by the Administrative Agent.

     "Affiliate"  means,  with respect  to  any  Person,  another
Person   that  directly,  or  indirectly  through  one  or   more
intermediaries, Controls or is Controlled by or is  under  common
Control with the Person specified.

     "Aggregate  Commitments" means the Commitments  of  all  the
Lenders.

     "Agreement" means this Credit Agreement.

     "Applicable Percentage" means with respect to any Lender  at
any time, the percentage (carried out to the ninth decimal place)
of   the  Aggregate  Commitments  represented  by  such  Lender's
Commitment  at  such time.  If the commitment of each  Lender  to
make  Loans  and  the obligation of the L/C Issuer  to  make  L/C
Credit  Extensions have been terminated pursuant to Section  8.02
or if the Aggregate Commitments have expired, then the Applicable
Percentage  of  each  Lender shall be  determined  based  on  the
Applicable  Percentage of such Lender most  recently  in  effect,
giving   effect  to  any  subsequent  assignments.   The  initial
Applicable  Percentage of each Lender is set forth  opposite  the
name  of  such  Lender on Schedule 2.01 or in the Assignment  and
Assumption pursuant to which such Lender becomes a party  hereto,
as applicable.

     "Applicable Rate" means the following percentages per annum,
based  upon the Consolidated Leverage Ratio as set forth  in  the
most recent Compliance Certificate received by the Administrative
Agent pursuant to Section 6.02(a):

<PAGE> 2

                             Applicable Rate

                                    Eurodollar
                                      Rate +
                                     Standby    Commercial
Pricing    Consolidated   Facility  Letter of   Letters of     Base
 Level    Leverage Ratio    Fee       Credit      Credit      Rate +

  1       Less than or    0.2000%    0.5500%     0.1375%     0.0000%
          equal to 1.50
            to 1.00

  2       Greater than    0.2250%    0.6500%     0.1625%      0.000%
          1.50 to 1.00
          but less than
          or equal to
          2.00 to 1.00

  3       Greater than    0.2500%    0.7500%     0.1875%     0.0000%
          2.00 to 1.00
          but less than
          or equal to
          2.50 to 1.00

  4       Greater than    0.3000%    0.9500%     0.2375%     0.0000%
          2.50 to 1.00
          but less than
          or equal to
          3.00 to 1.00

  5       Greater than    0.3500%    1.1500%     0.2875%     0.0000%
          3.00 to 1.00
          but less than
          or equal to
          3.50 to 1.00

  6       Greater than    0.4000%    1.3500%     0.3375%     0.2500%
          3.50 to 1.00

Any increase or decrease in the Applicable Rate resulting from  a
change  in the Consolidated Leverage Ratio shall become effective
as  of  the first Business Day immediately following the  date  a
Compliance Certificate is delivered pursuant to Section  6.02(a);
provided,  however,  that  if  a Compliance  Certificate  is  not
delivered when due in accordance with such Section, then  Pricing
Level  6 shall apply as of the first Business Day after the  date
on  which  such Compliance Certificate was required to have  been
delivered  until the first Business Day after the date  on  which
such   Compliance   Certificate  is  actually   delivered.    The
Applicable Rate in effect from the Closing Date through the first
Business   Day  immediately  following  the  date  a   Compliance
Certificate  is delivered or required to be pursuant  to  Section
6.02(a)  for  the fiscal year ended December 31,  2004  shall  be
determined based upon the Consolidated Leverage Ratio  set  forth
in  the  Compliance  Certificate delivered on  the  Closing  Date
pursuant to Section 4.01(a)(vii).

     "Approved  Fund"  means  any Fund that  is  administered  or
managed by (a) a Lender, (b) an Affiliate of a Lender or  (c)  an
entity or an Affiliate of an entity that administers or manages a
Lender.

     "Arrangers"  means BAS and Scotia Capital,  Inc.,  in  their
capacities as joint lead arrangers and joint book managers.

     "Assignment   and  Assumption"  means  an   assignment   and
assumption  entered  into by a Lender and  an  Eligible  Assignee
(with  the  consent  of any party whose consent  is  required  by
Section  10.06(b)), and accepted by the Administrative Agent,  in
substantially the form of Exhibit E or any other form approved by
the Administrative Agent.

<PAGE> 3

     "Attributable  Indebtedness" means,  on  any  date,  (a)  in
respect  of  any  capital  lease of any Person,  the  capitalized
amount  thereof  that  would appear on a balance  sheet  of  such
Person  prepared as of such date in accordance with GAAP, (b)  in
respect of any Synthetic Lease Obligation, the capitalized amount
of  the  remaining lease payments under the relevant  lease  that
would  appear  on a balance sheet of such Person prepared  as  of
such  date  in accordance with GAAP if such lease were  accounted
for  as  a  capital  lease,  and (c)  in  respect  of  any  asset
securitization transaction of any Person, (i) the  actual  amount
of  any  unrecovered investment of purchasers or  transferees  of
assets  so  transferred,  plus (ii) in  the  case  of  any  other
recourse, repurchase, or debt obligation described in clause  (a)
of   the  definition  of  "Off-Balance  Sheet  Liabilities,"  the
capitalized  amount of such obligation that  would  appear  on  a
balance  sheet of such Person prepared on such date in accordance
with  GAAP if such sale or transfer or assets were accounted  for
as a secured loan.

     "Audited    Financial   Statements"   means   the    audited
consolidated  balance sheet of the Borrower and its  Subsidiaries
and  Consolidated Entities for the fiscal year ended December 31,
2003,  and  the  related  consolidated  statements  of  earnings,
shareholders' equity and cash flows for such fiscal year  of  the
Borrower   and   its  Subsidiaries  and  Consolidated   Entities,
including the notes thereto.

     "Availability  Period" means the period from  and  including
the  Closing Date to the earliest of (a) the Maturity  Date,  (b)
the date of termination of the Aggregate Commitments pursuant  to
Section  2.06, and (c) the date of termination of the  commitment
of  each  Lender to make Loans and of the obligation of  the  L/C
Issuer to make L/C Credit Extensions pursuant to Section 8.02.

     "Bank  of  America"  means Bank of  America,  N.A.  and  its
successors.

     "BAS"   means  Banc  of  America  Securities  LLC  and   its
successors.

     "Base  Rate" means for any day a fluctuating rate per  annum
equal to the higher of (a) the Federal Funds Rate plus 1/2 of  1%
and  (b)  the rate of interest in effect for such day as publicly
announced  from  time to time by Bank of America  as  its  "prime
rate."   The "prime rate" is a rate set by Bank of America  based
upon  various  factors  including Bank  of  America's  costs  and
desired  return, general economic conditions and  other  factors,
and  is  used as a reference point for pricing some loans,  which
may  be  priced  at,  above, or below such announced  rate.   Any
change  in  such  rate announced by Bank of  America  shall  take
effect  at  the opening of business on the day specified  in  the
public announcement of such change.

     "Base Rate Committed Loan" means a Committed Loan that is  a
Base Rate Loan.

     "Base  Rate Loan" means a Loan that bears interest based  on
the Base Rate.

     "Borrower"  has  the meaning specified in  the  introductory
paragraph hereto.

     "Borrowing"  means a Committed Borrowing  or  a  Swing  Line
Borrowing, as the context may require.

<PAGE> 4

     "Bresky  Group" means (a) H. Harry Bresky, Otto Bresky,  Jr.
(brother  of H. Harry Bresky) and the estate of Marjorie  Shifman
(deceased  sister  of  H.  Harry  Bresky),  (b)  spouses,  heirs,
legatees,  lineal descendants, and spouses of lineal descendants,
other  blood  relatives, step-children, adopted children,  and/or
estates  or  representatives of estates of H. Harry Bresky,  Otto
Bresky, Jr. and Marjorie Shifman, (c) trusts established for  the
benefit  of  spouses, lineal descendants and  spouses  of  lineal
descendants, other blood relatives, step-children, and/or adopted
children  of  H.  Harry Bresky, Otto Bresky,  Jr.,  and  Marjorie
Shifman  and  (d)  any  person which is  directly  or  indirectly
Controlled  by a person described in the preceding  clauses  (a),
(b) or (c).

     "Business  Day" means any day other than a Saturday,  Sunday
or  other  day on which commercial banks are authorized to  close
under the Laws of, or are in fact closed in, the state where  the
Administrative Agent's Office is located and, if such day relates
to any Eurodollar Rate Loan, means any such day on which dealings
in  Dollar  deposits are conducted by and between  banks  in  the
London interbank eurodollar market.

     "Cash  Collateralize" has the meaning specified  in  Section
2.03(g).

     "Change in Law" means the occurrence, after the date of this
Agreement,  of any of the following: (a) the adoption  or  taking
effect of any law, rule, regulation or treaty, (b) any change  in
any  law,  rule,  regulation or treaty or in the  administration,
interpretation   or  application  thereof  by  any   Governmental
Authority or (c) the making or issuance of any request, guideline
or  directive  (whether or not having the force of  law)  by  any
Governmental Authority.

     "Change  of Control" means an event or series of  events  by
which any "person" or "group" (as such terms are used in Sections
13(d)  and  14(d)  of the Securities Exchange Act  of  1934,  but
excluding  (x)  any employee benefit plan of such person  or  its
subsidiaries, and any person or entity acting in its capacity  as
trustee,  agent or other fiduciary or administrator of  any  such
plan,  (y) Seaboard Flour and (z) any member of the Bresky Group)
(i) becomes the "beneficial owner" (as defined in Rules 13d-3 and
13d-5  under the Securities Exchange Act of 1934, except  that  a
person or group shall be deemed to have "beneficial ownership" of
all securities that such person or group has the right to acquire
(such   right,  an  "option  right"),  whether  such   right   is
exercisable  immediately  or only after  the  passage  of  time),
directly  or indirectly, of 50% or more of the equity  securities
of  the  Borrower entitled to vote for members of  the  board  of
directors or equivalent governing body of the Borrower on a fully-
diluted  basis (and taking into account all such securities  that
such  person  or group has the right to acquire pursuant  to  any
option  right),  or  (ii)  shall have  acquired  by  contract  or
otherwise,  or shall have entered into a contract or  arrangement
that,  upon  consummation thereof, will result in  its  or  their
acquisition  of the power to exercise, directly or indirectly,  a
controlling  influence over the management  or  policies  of  the
Borrower,  or control over the equity securities of the  Borrower
entitled  to  vote  for  members of the  board  of  directors  or
equivalent  governing  body of the Borrower  on  a  fully-diluted
basis  (and  taking  into account all such securities  that  such
Person  or group has the right to acquire pursuant to any  option
right)  representing 50% or more of the combined voting power  of
such securities.

     "Closing  Date"  means  the first date  all  the  conditions
precedent  in Section 4.01 are satisfied or waived in  accordance
with Section 10.01.

<PAGE> 5

     "Code" means the Internal Revenue Code of 1986.

     "Commitment" means, as to each Lender, its obligation to (a)
make  Committed Loans to the Borrower pursuant to  Section  2.01,
(b)  purchase participations in L/C Obligations and (c)  purchase
participations  in  Swing Line Loans in  an  aggregate  principal
amount  at any one time outstanding not to exceed the amount  set
forth  opposite  such Lender's name on Schedule 2.01  or  in  the
Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable, as such amount may be adjusted  from
time to time in accordance with this Agreement.

     "Committed  Borrowing"  means  a  borrowing  consisting   of
simultaneous Committed Loans of the same Type and, in the case of
Eurodollar  Rate Loans, having the same Interest Period  made  by
each of the Lenders pursuant to Section 2.01.

     "Committed Loan" has the meaning specified in Section 2.01.

     "Committed  Loan Notice" means a notice of (a)  a  Committed
Borrowing, (b) a conversion of Committed Loans from one  Type  to
the  other,  or  (c)  a  continuation of Eurodollar  Rate  Loans,
pursuant  to  Section  2.02(a), which, if in  writing,  shall  be
substantially in the form of Exhibit A.

     "Compliance  Certificate" means a certificate  substantially
in the form of Exhibit D.

     "Consolidated Adjusted Leverage Ratio" means, as of any date
of  determination, the ratio of (a) the remainder of Consolidated
Funded Indebtedness as of such date, minus all unencumbered  cash
and  cash  equivalents of the Borrower and its  Subsidiaries  and
Consolidated  Entities  as  of such  date  with  adjustments  for
international tax effects at an assumed withholding rate of  35%,
as  applicable, to (b) Consolidated EBITDA for the period of  the
four fiscal quarters most recently ended.

     "Consolidated  EBITDA"  means,  for  any  period,  for   the
Borrower  and  its Subsidiaries and Consolidated  Entities  on  a
consolidated  basis, an amount equal to Consolidated  Net  Income
for such period plus (a) the following to the extent deducted  in
calculating   such  Consolidated  Net  Income:  (i)  Consolidated
Interest Charges for such period, (ii) the provision for Federal,
state, local and foreign income taxes payable by the Borrower and
its   Subsidiaries  for  such  period,  (iii)  depreciation   and
amortization expense and (iv) other expenses, losses  or  charges
of  the  Borrower and its Subsidiaries and Consolidated  Entities
reducing  such Consolidated Net Income which do not  represent  a
cash item in such period or any future period, and minus (b)  the
following to the extent included in calculating such Consolidated
Net  Income:  (i)  Federal, state, local and foreign  income  tax
credits  of  the  Borrower and its Subsidiaries and  Consolidated
Entities  for  such period and (ii) all non-cash  items  and  all
other  extraordinary,  unusual  or  nonrecurring  gains  of   the
Borrower   and   its   Subsidiaries  and  Consolidated   Entities
increasing Consolidated Net Income for such period.

     "Consolidated  Entity"  means  an  entity,  other   than   a
Subsidiary, that is subject to consolidation under GAAP.

<PAGE> 6

     "Consolidated Funded Indebtedness" means, as of any date  of
determination,   for  the  Borrower  and  its  Subsidiaries   and
Consolidated   Entities   on   a  consolidated   basis,   without
duplication, the sum of (a) the outstanding principal  amount  of
all obligations, whether current or long-term, for borrowed money
(including  Obligations hereunder) and all obligations  evidenced
by  bonds,  debentures, notes, loan agreements or  other  similar
instruments, (b) the outstanding principal amount of all purchase
money  Indebtedness,  (c)  all direct obligations  arising  under
letters  of  credit (including standby and commercial),  bankers'
acceptances,   bank   guaranties,  surety   bonds   and   similar
instruments,  (d)  the outstanding amount of all  obligations  in
respect  of  the deferred purchase price of property or  services
(other  than trade accounts payable and accrued expenses  in  the
ordinary  course  of business), (e) Attributable Indebtedness  in
respect of capital leases, Synthetic Lease Obligations and  other
Off-Balance  Sheet  Liabilities,  (f)  without  duplication,  all
Guarantees with respect to outstanding Indebtedness of the  types
specified in clauses (a) through (e) above of Persons other  than
the  Borrower, any Subsidiary or any Consolidated Entity, and (g)
all  Indebtedness of the types referred to in clauses (a) through
(f) above of any partnership or joint venture (other than a joint
venture  that  is  itself  a  corporation  or  limited  liability
company)   in  which  the  Borrower  or  a  Subsidiary   or   any
Consolidated  Entity  is  a general partner  or  joint  venturer,
unless  such  Indebtedness is non-recourse to the Borrower,  such
Subsidiary or such Consolidated Entity.

     "Consolidated Interest Charges" means, for any  period,  for
the Borrower and its Subsidiaries and Consolidated Entities on  a
consolidated  basis,  the  sum  of  (a)  all  interest,   premium
payments,  debt discount, fees, charges and related  expenses  of
the  Borrower and its Subsidiaries and Consolidated  Entities  in
connection  with borrowed money (including capitalized  interest)
or  in connection with the deferred purchase price of assets,  in
each  case  to the extent treated as interest in accordance  with
GAAP,  (b)  the portion of rent expense of the Borrower  and  its
Subsidiaries  and  Consolidated Entities  with  respect  to  such
period  under  capital  leases that is  treated  as  interest  in
accordance with GAAP, and (c) all implicit interest in connection
with  Synthetic  Lease  Obligations and other  Off-Balance  Sheet
Liabilities.

     "Consolidated  Leverage Ratio" means,  as  of  any  date  of
determination, the ratio of (a) Consolidated Funded  Indebtedness
as  of such date to (b) Consolidated EBITDA for the period of the
four fiscal quarters most recently ended.

     "Consolidated  Net Income" means, for any  period,  for  the
Borrower  and  its Subsidiaries and Consolidated  Entities  on  a
consolidated basis, the net income (after excluding therefrom any
non-cash   charges  or  credits  relating  to  economic   hedging
transactions)   of   the  Borrower  and  its   Subsidiaries   and
Consolidated   Entities   (excluding  extraordinary   gains   but
including extraordinary losses) for that period.

     "Consolidated Tangible Net Worth" means, as of any  date  of
determination,   for  the  Borrower  and  its  Subsidiaries   and
Consolidated  Entities  on  a consolidated  basis,  Shareholders'
Equity (after excluding therefrom any non-cash charges or credits
relating to economic hedging transactions) on such date minus the
Intangible  Assets  of  the  Borrower and  its  Subsidiaries  and
Consolidated Entities on such date.

<PAGE> 7

     "Consolidated Total Capitalization" means, as of any date of
determination,  the  sum of (a) Consolidated Funded  Indebtedness
and  (b) Shareholders' Equity (after excluding therefrom any non-
cash   charges   or   credits  relating   to   economic   hedging
transactions) on such date.

     "Contractual  Obligation"  means,  as  to  any  Person,  any
provision  of  any  security issued by  such  Person  or  of  any
agreement,  instrument or other undertaking to which such  Person
is a party or by which it or any of its property is bound.

     "Control"  means the possession, directly or indirectly,  of
the  power to direct or cause the direction of the management  or
policies  of  a Person, whether through the ability  to  exercise
voting  power,  by  contract  or  otherwise.   "Controlling"  and
"Controlled" have meanings correlative thereto.

     "Cost   of   Acquisition"  means,  with   respect   to   any
Acquisition,  as  at  the  date of entering  into  any  agreement
therefor,  the  sum of the following (without duplication):   (a)
the  value  of  the  Equity Interests  of  the  Borrower  or  any
Subsidiary  to  be transferred in connection therewith,  (b)  the
amount  of  any  cash  and fair market value  of  other  property
(excluding  property  described in  clause  (a)  and  the  unpaid
principal  amount of any debt instrument) given as consideration,
(c) the amount (determined by using the face amount or the amount
payable  at  maturity, whichever is greater) of any  Indebtedness
incurred,  assumed or acquired by the Borrower or any  Subsidiary
in  connection with such Acquisition, (d) all additional purchase
price  amounts  in  the  form of earnouts  and  other  contingent
obligations  that should be recorded on the financial  statements
of the Borrower and its Subsidiaries in accordance with GAAP, (e)
all  amounts  paid  in  respect  of  covenants  not  to  compete,
consulting  agreements  that  should  be  recorded  on  financial
statements  of  the Borrower and its Subsidiaries  in  accordance
with GAAP, and other affiliated contracts in connection with such
Acquisition,  (f) the aggregate fair market value  of  all  other
consideration  given  by  the  Borrower  or  any  Subsidiary   in
connection  with  such  Acquisition,  and  (g)  out   of   pocket
transaction  costs  for the services and expenses  of  attorneys,
accountants  and  other consultants incurred  in  effecting  such
transaction,  and  other similar transaction costs  so  incurred.
For  purposes  of  determining the Cost of  Acquisition  for  any
transaction,  the capital stock of the Borrower or  a  Subsidiary
shall  be  valued (A) in the case of capital stock that  is  then
designated  as a national market system security by the  National
Association of Securities Dealers, Inc. ("NASDAQ") or  is  listed
on  a  national  securities exchange, the  average  of  the  last
reported  bid  and  ask  quotations or the last  prices  reported
thereon,  and (B) with respect to any other Equity Interests,  as
determined  by a committee composed of the disinterested  members
of  the  Board of Directors of the Borrower and, if requested  by
the Administrative Agent, determined to be a reasonable valuation
by  the  independent public accountants referred  to  in  Section
6.01(a),  and  (C)  with respect to any Acquisition  accomplished
pursuant to the exercise of options or warrants or the conversion
of  securities,  the Cost of Acquisition shall include  both  the
cost of acquiring such option, warrant or convertible security as
well as the cost of exercise or conversion.

     "Credit  Extension"  means each  of  the  following:  (a)  a
Borrowing and (b) an L/C Credit Extension.

     "Debtor Relief Laws" means the Bankruptcy Code of the United
States,  and  all other liquidation, conservatorship, bankruptcy,
assignment    for   the   benefit   of   creditors,   moratorium,
rearrangement,   receivership,  insolvency,  reorganization,   or
similar   debtor   relief   Laws   of   the

<PAGE> 8

United  States  or  other applicable  jurisdictions  from time to
time  in  effect and affecting the rights of creditors generally.

     "Default"  means any event or condition that constitutes  an
Event  of  Default or that, with the giving of  any  notice,  the
passage of time, or both, would be an Event of Default.

     "Default   Rate"  means  (a)  when  used  with  respect   to
Obligations  other than Letter of Credit Fees, an  interest  rate
equal to (i) the Base Rate plus (ii) the Applicable Rate, if any,
applicable to Base Rate Loans plus (iii) 2% per annum;  provided,
however, that with respect to a Eurodollar Rate Loan, the Default
Rate  shall  be  an  interest rate equal  to  the  interest  rate
(including any Applicable Rate) otherwise applicable to such Loan
plus  2%  per annum, and (b) when used with respect to Letter  of
Credit  Fees,  a rate equal to the Applicable Rate  plus  2%  per
annum.

     "Defaulting Lender" means any Lender that (a) has failed  to
fund  any portion of the Committed Loans, participations  in  L/C
Obligations or participations in Swing Line Loans required to  be
funded  by  it  hereunder within one Business  Day  of  the  date
required  to be funded by it hereunder, (b) has otherwise  failed
to  pay over to the Administrative Agent or any other Lender  any
other  amount  required  to be paid by it  hereunder  within  one
Business Day of the date when due, unless the subject of  a  good
faith  dispute, or (c) has been deemed insolvent  or  become  the
subject of a bankruptcy or insolvency proceeding.

     "Disposition"   or  "Dispose"  means  the  sale,   transfer,
license,   sales-type  or  direct  financing   lease   or   other
disposition (including any sale and leaseback transaction) of any
property  by any Person, including any sale, assignment, transfer
or  other  disposal, with or without recourse, of  any  notes  or
accounts   receivable  or  any  rights  and   claims   associated
therewith.

     "Dollar" and "$" mean lawful money of the United States.

     "Eligible Assignee" means (a) a Lender; (b) an Affiliate  of
a  Lender;  (c)  an  Approved Fund; and (d) any  other  financial
institution  approved by (i) the Administrative  Agent,  the  L/C
Issuer  and  the Swing Line Lender, and (ii) unless an  Event  of
Default  has occurred and is continuing, the Borrower (each  such
approval  not  to be unreasonably withheld or delayed);  provided
that notwithstanding the foregoing, "Eligible Assignee" shall not
include  the  Borrower  or  any of the Borrower's  Affiliates  or
Subsidiaries;  and provided further, however,  that  an  Eligible
Assignee shall include only a Lender, an Affiliate of a Lender or
another   financial  institution,  which,  through  its   Lending
Offices,  is  capable of lending Dollars to the Borrower  without
the imposition of any Taxes, additional Taxes or Other Taxes,  as
the case may be.

     "Environmental  Laws"  means any  and  all  Federal,  state,
local,  and  foreign  statutes,  laws,  regulations,  ordinances,
rules,  judgments, orders, decrees, permits, concessions, grants,
franchises,  licenses,  agreements or  governmental  restrictions
relating  to  pollution and the protection of the environment  or
the  release  of  any  materials into the environment,  including
those  related  to hazardous substances or wastes, air  emissions
and discharges to waste or public systems.

     "Environmental Liability" means any liability, contingent or
otherwise  (including  any  liability  for  damages,   costs   of
environmental  remediation,  fines, penalties or indemnities), of
the

<PAGE> 9

Borrower  or  any  of its  Subsidiaries  directly  or  indirectly
resulting  from or based upon (a) violation of any  Environmental
Law,  (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to
any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract,
agreement  or  other  consensual arrangement  pursuant  to  which
liability  is  assumed  or imposed with respect  to  any  of  the
foregoing.

     "Equity Interests" means, with respect to any Person, all of
the  shares  of  capital stock of (or other ownership  or  profit
interests in) such Person, all of the warrants, options or  other
rights for the purchase or acquisition from such Person of shares
of  capital stock of (or other ownership or profit interests  in)
such   Person,  all  of  the  securities  convertible   into   or
exchangeable  for shares of capital stock of (or other  ownership
or  profit  interests  in) such Person  or  warrants,  rights  or
options for the purchase or acquisition from such Person of  such
shares  (or such other interests), and all of the other ownership
or profit interests in such Person (including partnership, member
or  trust  interests therein), whether voting or  nonvoting,  and
whether  or not such shares, warrants, options, rights  or  other
interests are outstanding on any date of determination.

     "ERISA" means the Employee Retirement Income Security Act of
1974.

     "ERISA  Affiliate" means any trade or business  (whether  or
not  incorporated) under common control with the Borrower  within
the  meaning  of Section 414(b) or (c) of the Code (and  Sections
414(m) and (o) of the Code for purposes of provisions relating to
Section 412 of the Code).

     "ERISA Event" means (a) a Reportable Event with respect to a
Pension  Plan;  (b)  a withdrawal by the Borrower  or  any  ERISA
Affiliate  from a Pension Plan subject to Section 4063  of  ERISA
during  a  plan year in which it was a substantial  employer  (as
defined  in  Section  4001(a)(2) of  ERISA)  or  a  cessation  of
operations  that  is treated as such a withdrawal  under  Section
4062(e)  of  ERISA; (c) a complete or partial withdrawal  by  the
Borrower  or  any  ERISA Affiliate from a Multiemployer  Plan  or
notification that a Multiemployer Plan is in reorganization;  (d)
the filing of a notice of intent to terminate, the treatment of a
Plan  amendment as a termination under Sections 4041 or 4041A  of
ERISA,  or  the  commencement  of  proceedings  by  the  PBGC  to
terminate a Pension Plan or Multiemployer Plan; (e) an  event  or
condition which constitutes grounds under Section 4042  of  ERISA
for  the  termination  of, or the appointment  of  a  trustee  to
administer, any Pension Plan or Multiemployer Plan;  or  (f)  the
imposition  of any liability under Title IV of ERISA, other  than
for  PBGC premiums due but not delinquent under Section  4007  of
ERISA, upon the Borrower or any ERISA Affiliate.

     "Eurodollar Rate" means for any Interest Period with respect
to  a  Eurodollar  Rate Loan, the rate per  annum  equal  to  the
British   Bankers  Association  LIBOR  Rate  ("BBA  LIBOR"),   as
published  by  Reuters  (or other commercially  available  source
providing   quotations  of  BBA  LIBOR  as  designated   by   the
Administrative  Agent from time to time) at  approximately  11:00
a.m., London time, two Business Days prior to the commencement of
such  Interest Period, for Dollar deposits (for delivery  on  the
first day of such Interest Period) with a term equivalent to such
Interest Period.  If such rate is not available at such time  for
any  reason, then the "Eurodollar Rate" for such Interest  Period
shall  be  the  rate  per annum determined by the  Administrative
Agent to be the rate at which deposits in Dollars for delivery on
the  first day of

<PAGE> 10

such    Interest    Period   in    same   day    funds   in   the
approximate  amount  of  the Eurodollar  Rate  Loan  being  made,
continued  or  converted  by Bank of  America  and  with  a  term
equivalent  to such Interest Period would be offered by  Bank  of
America's  London  Branch to major banks in the London  interbank
eurodollar  market at their request at approximately  11:00  a.m.
(London time) two Business Days prior to the commencement of such
Interest Period.

     "Eurodollar  Rate Loan" means a Committed  Loan  that  bears
interest at a rate based on the Eurodollar Rate.

     "Event  of  Default"  has the meaning specified  in  Section
8.01.

     "Excluded  Taxes" means, with respect to the  Administrative
Agent,  any Lender, the L/C Issuer or any other recipient of  any
payment  to  be  made by or on account of any obligation  of  the
Borrower  hereunder,  (a) taxes imposed on  or  measured  by  its
overall  net  income (however denominated), and  franchise  taxes
imposed  on it (in lieu of net income taxes), by the jurisdiction
(or  any  political subdivision thereof) under the laws of  which
such  recipient is organized or in which its principal office  is
located  or,  in the case of any Lender, in which its  applicable
Lending  Office is located, (b) any branch profits taxes  imposed
by  the  United States or any similar tax imposed  by  any  other
jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request
by the Borrower under Section 10.13), any withholding tax that is
imposed  on  amounts payable to such Foreign Lender at  the  time
such  Foreign Lender becomes a party hereto (or designates a  new
Lending  Office)  or  is  attributable to such  Foreign  Lender's
failure or inability (other than as a result of a Change in  Law)
to  comply  with Section 3.01(e), except to the extent that  such
Foreign  Lender  (or its assignor, if any) was entitled,  at  the
time  of designation of a new Lending Office (or assignment),  to
receive additional amounts from the Borrower with respect to such
withholding tax pursuant to Section 3.01(a).

     "Existing  Letters  of Credit" means the Letters  of  Credit
listed on Schedule 1.01(a).

     "Federal Funds Rate" means, for any day, the rate per  annum
equal  to the weighted average of the rates on overnight  Federal
funds  transactions  with members of the Federal  Reserve  System
arranged  by  Federal funds brokers on such day, as published  by
the  Federal  Reserve Bank of New York on the Business  Day  next
succeeding  such  day; provided that (a) if such  day  is  not  a
Business Day, the Federal Funds Rate for such day shall  be  such
rate  on such transactions on the next preceding Business Day  as
so  published on the next succeeding Business Day, and (b) if  no
such  rate is so published on such next succeeding Business  Day,
the  Federal  Funds Rate for such day shall be the  average  rate
(rounded  upward, if necessary, to a whole multiple of  1/100  of
1%)  charged  to Bank of America on such day on such transactions
as determined by the Administrative Agent.

     "Fee Letter" means the letter agreement, dated September 22,
2004, among the Borrower, the Administrative Agent and BAS.

     "Foreign  Lender" means any Lender that is  organized  under
the  laws of a jurisdiction other than that in which the Borrower
is   resident   for   tax   purposes.  For   purposes   of   this

<PAGE> 11

definition, the   United  States,  each  State  thereof  and  the
District  of  Columbia  shall  be  deemed to  constitute a single
jurisdiction.

     "FRB"  means  the Board of Governors of the Federal  Reserve
System of the United States.

     "Fund"  means any Person (other than a natural person)  that
is  (or  will  be)  engaged  in making,  purchasing,  holding  or
otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business.

     "GAAP" means generally accepted accounting principles in the
United States 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 such other principles
as  may  be  approved by a significant segment of the  accounting
profession  in  the  United States, that are  applicable  to  the
circumstances  as  of  the  date of  determination,  consistently
applied.

     "Governmental Authority" means the government of the  United
States  or  any  other  nation, or of any  political  subdivision
thereof,  whether  state  or local, and  any  agency,  authority,
instrumentality, regulatory body, court, central  bank  or  other
entity   exercising  executive,  legislative,  judicial,  taxing,
regulatory or administrative powers or functions of or pertaining
to  government (including any supra-national bodies such  as  the
European Union or the European Central Bank).

     "Granting  Lender"  has  the meaning  specified  in  Section
10.06(h).

     "Guarantee"  means,  as to any Person, (a)  any  obligation,
contingent  or otherwise, of such Person guaranteeing  or  having
the  economic  effect of guaranteeing any Indebtedness  or  other
obligation payable or performable by another Person (the "primary
obligor")  in  any  manner, whether directly or  indirectly,  and
including any obligation of such Person, direct or indirect,  (i)
to  purchase or pay (or advance or supply funds for the  purchase
or  payment  of) such Indebtedness or other obligation,  (ii)  to
purchase  or  lease  property, securities  or  services  for  the
purpose  of  assuring the obligee in respect of such Indebtedness
or  other  obligation  of  the payment  or  performance  of  such
Indebtedness  or  other  obligation, (iii)  to  maintain  working
capital,   equity  capital  or  any  other  financial   statement
condition  or liquidity or level of income or cash  flow  of  the
primary  obligor so as to enable the primary obligor to pay  such
Indebtedness  or other obligation, or (iv) entered into  for  the
purpose of assuring in any other manner the obligee in respect of
such   Indebtedness  or  other  obligation  of  the  payment   or
performance  thereof or to protect such obligee against  loss  in
respect  thereof (in whole or in part), or (b) any  Lien  on  any
assets  of  such  Person  securing  any  Indebtedness  or   other
obligation  of any other Person, whether or not such Indebtedness
or  other  obligation is assumed by such Person  (or  any  right,
contingent  or  otherwise, of any holder of such Indebtedness  to
obtain  any  such  Lien); provided, that  "Guarantee"  shall  not
include  obligations  relating to the endorsement  of  checks  or
other  items  for collection in the ordinary course of  business.
The amount of any Guarantee shall be deemed to be an amount equal
to  the  stated  or  determinable amount of the  related  primary
obligation,  or  portion  thereof,  in  respect  of  which   such
Guarantee  is  made  or,  if  not  stated  or  determinable,  the

<PAGE> 12

maximum  reasonably  anticipated  liability in respect thereof as
determined by  the  guaranteeing  Person in good faith.  The term
"Guarantee"   as   a   verb   has   a    corresponding   meaning.

     "Hazardous  Materials"  means all explosive  or  radioactive
substances  or  wastes  and all hazardous  or  toxic  substances,
wastes  or  other  pollutants, including petroleum  or  petroleum
distillates,    asbestos   or   asbestos-containing    materials,
polychlorinated  biphenyls,  radon  gas,  infectious  or  medical
wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

     "Indebtedness" means, as to any Person at a particular time,
without  duplication,  all  of  the  following,  whether  or  not
included as indebtedness or liabilities in accordance with GAAP:

          (a)   all obligations of such Person for borrowed money
     and  all  obligations  of such Person  evidenced  by  bonds,
     debentures,   notes,  loan  agreements  or   other   similar
     instruments;

          (b)   all  direct  or  contingent obligations  of  such
     Person  arising  under letters of credit (including  standby
     and  commercial),  bankers'  acceptances,  bank  guaranties,
     surety bonds and similar instruments;

          (c)   net  obligations of such Person  under  any  Swap
     Contract;

          (d)  all obligations of such Person to pay the deferred
     purchase  price  of property or services (other  than  trade
     accounts payable in the ordinary course of business and,  in
     each case, not past due for more than 60 days and other than
     accrued expenses in the ordinary course of business);

          (e)   indebtedness (excluding prepaid interest thereon)
     secured  by  a Lien on property owned or being purchased  by
     such    Person   (including   indebtedness   arising   under
     conditional  sales  or  other title  retention  agreements),
     whether or not such indebtedness shall have been assumed  by
     such Person or is limited in recourse;

          (f)   capital  leases, Synthetic Lease Obligations  and
     other Off-Balance Sheet Liabilities;

          (g)   all  obligations  of  such  Person  to  purchase,
     redeem,  retire, defease or otherwise make  any  payment  in
     respect  of any Equity Interest in such Person or any  other
     Person,  valued,  in  the  case of  a  redeemable  preferred
     interest,  at  the greater of its voluntary  or  involuntary
     liquidation  preference plus accrued and  unpaid  dividends;
     and

          (h)  all Guarantees of such Person in respect of any of
     the foregoing.

     For  all  purposes hereof, the Indebtedness  of  any  Person
shall  include  the  Indebtedness of  any  partnership  or  joint
venture  (other than a joint venture that is itself a corporation
or  limited liability company) in which such Person is a  general
partner  or  a joint venturer, unless such Indebtedness  is  non-
recourse to such Person.  The amount of any net obligation  under
any  Swap  Contract on any date shall be deemed to  be  the  Swap
Termination  Value thereof as of such date.  The  amount  of  any
capital  lease,  Synthetic Lease Obligation or other  Off-Balance
Sheet  Liability

<PAGE> 13

as of any date shall be deemed to  be the  amount of Attributable
Indebtedness   in   respect   thereof    as    of    such   date.

     "Indemnified Taxes" means Taxes other than Excluded Taxes.

     "Indemnitees" has the meaning specified in Section 10.04(b).

     "Intangible Assets" means assets that are considered  to  be
intangible assets under GAAP, including customer lists, goodwill,
computer  software, copyrights, trade names, trademarks, patents,
franchises, licenses, unamortized deferred charges (but excluding
any  deferred  taxes), unamortized debt discount and  capitalized
research and development costs.

     "Interest Payment Date" means, (a) as to any Loan other than
a Base Rate Loan, the last day of each Interest Period applicable
to  such  Loan and the Maturity Date; provided, however, that  if
any  Interest  Period for a Eurodollar Rate  Loan  exceeds  three
months,  the respective dates that fall every three months  after
the  beginning  of  such Interest Period shall also  be  Interest
Payment  Dates;  and (b) as to any Base Rate  Loan  (including  a
Swing  Line  Loan),  the last Business Day of each  March,  June,
September and December and the Maturity Date.

     "Interest  Period" means, as to each Eurodollar  Rate  Loan,
the  period commencing on the date such Eurodollar Rate  Loan  is
disbursed or converted to or continued as a Eurodollar Rate  Loan
and  ending on the date one, two, three or six months thereafter,
as  selected  by  the  Borrower in  its  Committed  Loan  Notice;
provided that:

          (i)  any Interest Period that would otherwise end on  a
     day that is not a Business Day shall be extended to the next
     succeeding  Business Day unless such Business Day  falls  in
     another  calendar month, in which case such Interest  Period
     shall end on the next preceding Business Day;

          (ii)  any  Interest  Period 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

          (iii)      no  Interest Period shall extend beyond  the
     Maturity Date.

     "Investment" means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a)
the  purchase  or  other acquisition of capital  stock  or  other
securities  of  another Person, (b) a loan,  advance  or  capital
contribution to, Guarantee or assumption of debt of, or  purchase
or other acquisition of any other debt or equity participation or
interest  in, another Person, including any partnership or  joint
venture  interest  in  such  other  Person  and  any  arrangement
pursuant  to which the investor Guarantees Indebtedness  of  such
other  Person, or (c) the purchase or other acquisition  (in  one
transaction  or  a series of transactions) of assets  of  another
Person that constitute a business unit.  For purposes of covenant
compliance,  the  amount of any Investment shall  be  the  amount
actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment.

     "IP Rights" has the meaning specified in Section 5.17.

<PAGE> 14


     "IRS" means the United States Internal Revenue Service.

     "ISP"  means,  with  respect to any Letter  of  Credit,  the
"International Standby Practices 1998" published by the Institute
of  International Banking Law & Practice (or such  later  version
thereof as may be in effect at the time of issuance).

     "Issuer  Documents"  means with respect  to  any  Letter  of
Credit,  the  Letter Credit Application, and any other  document,
agreement and instrument entered into by the L/C Issuer  and  the
Borrower  (or  any  Subsidiary) or in favor the  L/C  Issuer  and
relating to any such Letter of Credit.

     "Laws"  means,  collectively,  all  international,  foreign,
Federal,  state and local statutes, treaties, rules,  guidelines,
regulations,  ordinances,  codes and administrative  or  judicial
precedents  or  authorities,  including  the  interpretation   or
administration thereof by any Governmental Authority charged with
the  enforcement, interpretation or administration  thereof,  and
all  applicable administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any
Governmental  Authority, in each case whether or not  having  the
force of law.

     "L/C  Advance"  means,  with respect to  each  Lender,  such
Lender's  funding  of its participation in any L/C  Borrowing  in
accordance with its Applicable Percentage.

     "L/C  Borrowing" means an extension of credit resulting from
a  drawing  under  any  Letter  of  Credit  which  has  not  been
reimbursed  on  the date when made or refinanced as  a  Committed
Borrowing.

     "L/C Credit Extension" means, with respect to any Letter  of
Credit,  the  issuance thereof or extension of  the  expiry  date
thereof, or the increase of the amount thereof.

     "L/C  Issuer" means (a) Bank of America in its  capacity  as
issuer of Letters of Credit hereunder, (b) Bank of Nova Scotia in
its capacity as issuer of Letters of Credit hereunder, (c) Harris
Trust  and  Savings Bank in its capacity as issuer of Letters  of
Credit  hereunder, (d) The Bank of New York in  its  capacity  as
issuer  of Letters of Credit hereunder, (e) SunTrust Bank in  its
capacity as issuer of Letters of Credit hereunder, and  (f)   any
successor issuer(s) of Letters of Credit hereunder.  All singular
references  to  the L/C Issuer shall mean any L/C Issuer,  either
L/C  Issuer, the L/C Issuer that has issued the applicable Letter
of Credit, or all L/C Issuers, as the context may require.

     "L/C  Obligations"  means, as at any date of  determination,
the  aggregate amount available to be drawn under all outstanding
Letters of Credit plus the aggregate of all Unreimbursed Amounts,
including  all  L/C Borrowings.  For purposes  of  computing  the
amount  available  to be drawn under any Letter  of  Credit,  the
amount of such Letter of Credit shall be determined in accordance
with Section 1.05.  For all purposes of this Agreement, if on any
date of determination a Letter of Credit has expired by its terms
but  any  amount may still be drawn thereunder by reason  of  the
operation of Rule 3.14 of the ISP, such Letter of Credit shall be
deemed  to  be "outstanding" in the amount so remaining available
to be drawn.

<PAGE> 15

     "Lender"  has  the  meaning specified  in  the  introductory
paragraph hereto and, as the context requires, includes the Swing
Line Lender and each L/C Issuer.

     "Lending  Office"  means, as to any Lender,  the  office  or
offices  of  such  Lender  described as  such  in  such  Lender's
Administrative Questionnaire, or such other office or offices  as
a  Lender  may  from  time to time notify the  Borrower  and  the
Administrative Agent.

     "Letter  of  Credit"  means  any  letter  of  credit  issued
hereunder  and shall include the Existing Letters of  Credit.   A
Letter  of  Credit  may be a commercial letter  of  credit  or  a
standby letter of credit.

     "Letter  of  Credit  Application" means an  application  and
agreement for the issuance or amendment of a Letter of Credit  in
the form from time to time in use by the L/C Issuer.

     "Letter  of  Credit Expiration Date" means the day  that  is
seven days prior to the Maturity Date then in effect (or, if such
day is not a Business Day, the next preceding Business Day).

     "Letter  of Credit Fee" has the meaning specified in Section
2.03(i).

     "Letter  of  Credit  Sublimit"  means  an  amount  equal  to
$70,000,000.  The Letter of Credit Sublimit is part of,  and  not
in addition to, the Aggregate Commitments.

     "Lien"    means   any   mortgage,   pledge,   hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory  or
other),   charge,  or  preference,  priority  or  other  security
interest  or preferential arrangement in the nature of a security
interest  of  any  kind  or  nature  whatsoever  (including   any
conditional   sale  or  other  title  retention  agreement,   any
easement,  right  of way or other encumbrance on  title  to  real
property, and any financing lease having substantially  the  same
economic effect as any of the foregoing).

     "Loan"  means  an  extension of credit  by  a  Lender  to  a
Borrower  under Article II in the form of a Committed Loan  or  a
Swing Line Loan.

     "Loan  Documents"  means  this Agreement,  each  Note,  each
Issuer Document and the Fee Letter.

     "Material  Adverse  Effect" means  (a)  a  material  adverse
change  in,  or  a material adverse effect upon, the  operations,
business,   properties,  liabilities  (actual   or   contingent),
condition  (financial or otherwise) or prospects of the  Borrower
or  the  Borrower and its Subsidiaries and Consolidated  Entities
taken as a whole; (b) a material impairment of the ability of the
Borrower  to perform its obligations under any Loan Document;  or
(c)  a  material  adverse  effect upon  the  legality,  validity,
binding effect or enforceability against the Borrower of any Loan
Document.

     "Maturity Date" means December 2, 2009.

     "Multiemployer Plan" means any employee benefit plan of  the
type  described  in  Section 4001(a)(3) of ERISA,  to  which  the
Borrower  or  any ERISA Affiliate makes or is obligated  to  make
contributions, or during the preceding five plan years, has  made
or been obligated to make contributions.

<PAGE> 16

     "Net  Cash Proceeds" means, with respect to the sale of  any
asset  by the Borrower or any Subsidiary, the remainder, if  any,
of  (i)  the  sum  of  cash  and  cash  equivalents  received  in
connection with such sale (including any cash received by way  of
deferred  payment  pursuant to, or by  monetization  of,  a  note
receivable or otherwise, but only as and when so received)  minus
(ii) the sum of (A) the principal amount of any Indebtedness that
is  secured  by such asset and that is required to be  repaid  in
connection with the sale thereof, (B) the out-of-pocket  expenses
incurred  by  the  Borrower or any Subsidiary in connection  with
such  sale  and  (C)  income  taxes reasonably  estimated  to  be
actually  payable within two years of the date  of  the  relevant
asset  sale  as  a  result of any gain recognized  in  connection
therewith.

     "Non-Material Subsidiary" means a Subsidiary that,

         (a)   at no time during the then current fiscal year  or
     the  two  then  preceding  fiscal  years  of  the  Borrower,
     constituted  more than three percent  (3%)  of  consolidated
     total  assets  (as  shown  on  the  Borrower's  consolidated
     balance sheet) or Shareholders' Equity; or

         (b)   accounted for no more than three percent  (3%)  of
     the   revenues   of  the  Borrower  and  its   Subsidiaries,
     determined  on a consolidated basis, in respect of  any  one
     or  more  of the then preceding twelve (12) fiscal  quarters
     of the Borrower.

     "Note"  means a promissory note made by a Borrower in  favor
of a Lender evidencing Loans made by such Lender to the Borrower,
substantially in the form of Exhibit C.

     "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, the Borrower arising  under
any Loan Document or otherwise with respect to any Loan or Letter
of  Credit, whether direct or indirect (including those  acquired
by assumption), absolute or contingent, due or to become due, now
existing  or  hereafter arising and including interest  and  fees
that accrue after the commencement by or against the Borrower  or
any  Affiliate thereof of any proceeding under any Debtor  Relief
Laws  naming  such  Person  as  the debtor  in  such  proceeding,
regardless  of whether such interest and fees are allowed  claims
in such proceeding.

     "Off-Balance Sheet Liabilities" means, with respect  to  any
Person   as  of  any  date  of  determination  thereof,   without
duplication and to the extent not included as a liability on  the
consolidated balance sheet of such Person and its Subsidiaries in
accordance   with   GAAP:  (a)  with   respect   to   any   asset
securitization  transaction (including  any  accounts  receivable
purchase  facility), the unrecovered investment of purchasers  or
transferees of assets so transferred and the principal amount  of
any   recourse,  repurchase  or  debt  obligations  incurred   in
connection therewith; and (b) the monetary obligations under  any
financing lease or so-called "synthetic," tax retention  or  off-
balance  sheet  lease transaction which, upon the application  of
any  Debtor Relief Law to such Person or any of its Subsidiaries,
would be characterized as indebtedness.

     "Organization  Documents" means, (a)  with  respect  to  any
corporation, the certificate or articles of incorporation and the
bylaws  (or equivalent or comparable constitutive documents  with
respect  to any non-U.S. jurisdiction); (b) with respect  to  any
limited  liability  company,  the  certificate  or  articles   of
formation or organization and operating agreement; and  (c)  with
respect to any partnership, joint venture, trust or other form of
business     entity,    the     partnership,     joint

<PAGE> 17

venture   or   other  applicable   agreement   of   formation  or
organization  and   any agreement,  instrument,  filing or notice
with  respect  thereto filed  in connection with its formation or
organization with  the applicable  Governmental  Authority in the
jurisdiction of its formation or organization and, if applicable,
any certificate  or articles of formation or organization of such
entity.

     "Other   Taxes"  means  all  present  or  future  stamp   or
documentary taxes or any other excise or property taxes,  charges
or  similar  levies  arising from any payment made  hereunder  or
under any other Loan Document or from the execution, delivery  or
enforcement  of, or otherwise with respect to, this Agreement  or
any other Loan Document.

     "Outstanding  Amount"  means (i) with respect  to  Committed
Loans  on  any  date, the aggregate outstanding principal  amount
thereof after giving effect to any borrowings and prepayments  or
repayments  of such Committed Loans occurring on such date;  (ii)
with  respect  to  Swing Line Loans on any  date,  the  aggregate
outstanding principal amount thereof after giving effect  to  any
borrowings and prepayments or repayments of such Swing Line Loans
occurring  on  such  date;  and (iii) with  respect  to  any  L/C
Obligations  on any date, the amount of the aggregate outstanding
amount  of such L/C Obligations on such date after giving  effect
to  any L/C Credit Extension occurring on such date and any other
changes in the aggregate amount of the L/C Obligations as of such
date, including as a result of any reimbursements by the Borrower
of Unreimbursed Amounts.

     "Participant" has the meaning specified in Section 10.06(d).

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Pension Plan" means any "employee pension benefit plan" (as
such  term  is  defined in Section 3(2) of ERISA), other  than  a
Multiemployer Plan, that is subject to Title IV of ERISA  and  is
sponsored or maintained by the Borrower or any ERISA Affiliate or
to  which the Borrower or any ERISA Affiliate contributes or  has
an  obligation  to  contribute, or in  the  case  of  a  multiple
employer or other plan described in Section 4064(a) of ERISA, has
made  contributions at any time during the immediately  preceding
five plan years.

     "Permitted  Lines  of  Business" means (a)  meat  (including
chicken,  turkey,  beef,  lamb and  pork),  poultry  and  seafood
production  and processing, (b) ocean transportation and  related
ground transportation and support, (c) animal feed production and
processing, (d)     flour and feed milling, (e) power production,
(f)  commodity merchandising, (g) baking, and (h) the holding  of
cash and investments held for future use by the Borrower and  its
Subsidiaries   in  connection  with  any  of  the  aforementioned
Permitted Lines of Business.

     "Person"  means  any  natural person,  corporation,  limited
liability  company,  trust, joint venture, association,  company,
partnership, Governmental Authority or other entity.

     "Plan"  means any "employee benefit plan" (as such  term  is
defined in Section 3(3) of ERISA) established by the Borrower or,
with  respect to any such plan that is subject to Section 412  of
the Code or Title IV of ERISA, any ERISA Affiliate.

<PAGE> 18

     "Priority   Indebtedness"  means,  as   of   any   date   of
determination,  the  sum  (without  duplication)   of   (a)   all
Indebtedness  of  the  Borrower secured  by  Liens  permitted  by
Section  7.01(n),  plus  (b)  all  Indebtedness  of  Subsidiaries
permitted by Sections 7.03(c) and (g).

     "Register" has the meaning specified in Section 10.06(c).

     "Related  Parties" means, with respect to any  Person,  such
Person's   Affiliates  and  the  partners,  directors,  officers,
employees,  agents  and  advisors of  such  Person  and  of  such
Person's Affiliates.

     "Reportable  Event"  means any of the events  set  forth  in
Section 4043(c) of ERISA, other than events for which the  30-day
notice period has been waived.

     "Request for Credit Extension" means (a) with respect  to  a
Borrowing,  conversion  or continuation  of  Committed  Loans,  a
Committed  Loan  Notice,  (b)  with  respect  to  an  L/C  Credit
Extension,  a Letter of Credit Application, and (c) with  respect
to a Swing Line Loan, a Swing Line Loan Notice.

     "Required  Lenders" means, as of any date of  determination,
Lenders having more than 50% of the Aggregate Commitments or,  if
the commitment of each Lender to make Loans and the obligation of
the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant  to Section 8.02, Lenders holding in the aggregate  more
than 50% of the Total Outstandings (with the aggregate amount  of
each Lender's risk participation and funded participation in  L/C
Obligations  and  Swing Line Loans being deemed  "held"  by  such
Lender  for  purposes  of  this definition);  provided  that  the
Commitment of, and the portion of the Total Outstandings held  or
deemed  held  by,  any Defaulting Lender shall  be  excluded  for
purposes of making a determination of Required Lenders.

     "Responsible  Officer"  means the chief  executive  officer,
president,  chief  financial  officer,  treasurer  or   assistant
treasurer  or  any vice president of the Borrower.  Any  document
delivered hereunder that is signed by a Responsible Officer shall
be conclusively presumed to have been authorized by all necessary
corporate action on the part of the Borrower and such Responsible
Officer shall be conclusively presumed to have acted on behalf of
the Borrower.

     "Restricted   Payment"   means   any   dividend   or   other
distribution (whether in cash, securities or other property) with
respect  to  any  capital stock or other Equity Interest  of  the
Borrower  or  any  Subsidiary, or any payment (whether  in  cash,
securities  or  other property), including any  sinking  fund  or
similar   deposit,  on  account  of  the  purchase,   redemption,
retirement, acquisition, cancellation or termination of any  such
capital  stock  or other Equity Interest, or on  account  of  any
return  of  capital to the Borrower's stockholders,  partners  or
members (or the equivalent Person thereof).

     "SEC"  means the Securities and Exchange Commission, or  any
Governmental  Authority  succeeding  to  any  of  its   principal
functions.

     "Seaboard  Flour"  means  Seaboard  Flour  LLC,  a  Delaware
limited liability company.

     "Seaboard  Overseas"  means  Seaboard  Overseas  Limited,  a
Bahamian corporation.

<PAGE> 19

     "Seaboard  Overseas  Credit  Facility"  means  that  certain
Credit Agreement dated as of February 21, 2003, as amended and in
effect  on  the  date  hereof, among Seaboard Overseas,  Standard
Chartered  Bank,  as  the Administrative  Agent,  and  the  other
parties thereto.

     "Senior  Note Agreements" means collectively, (a)  the  1993
Senior Note Agreements, (b) the 1995 Senior Note Agreements,  and
(c) the 2002 Senior Note Agreements.

     "Senior  Notes"  means, collectively, (a)  the  1993  Senior
Notes, (b) the 1995 Senior Notes, and (c) the 2002 Senior Notes.

     "Shareholders'   Equity"  means,   as   of   any   date   of
determination, consolidated shareholders' equity of the  Borrower
and  its  Subsidiaries and Consolidated Entities as of that  date
determined in accordance with GAAP.

     "SPC" has the meaning specified in Section 10.06(h).

     "Subsidiary"  of a Person means a corporation,  partnership,
joint venture, limited liability company or other business entity
of  which  a  majority  of  the shares  of  securities  or  other
interests  having  ordinary  voting power  for  the  election  of
directors  or  other  governing body (other  than  securities  or
interests having such power only by reason of the happening of  a
contingency)  are at the time beneficially owned by such  Person.
Unless   otherwise  specified,  all  references   herein   to   a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary  or
Subsidiaries of the Borrower.

     "Swap   Contract"   means  (a)  any  and   all   rate   swap
transactions,   basis  swaps,  credit  derivative   transactions,
forward  rate  transactions, commodity swaps, commodity  options,
forward  commodity  contracts, equity or equity  index  swaps  or
options,  bond  or bond price or bond index swaps or  options  or
forward  bond  or  forward  bond  price  or  forward  bond  index
transactions,  interest  rate options, forward  foreign  exchange
transactions,   cap  transactions,  floor  transactions,   collar
transactions,  currency  swap transactions,  cross-currency  rate
swap transactions, currency options, spot contracts, or any other
similar  transactions or any combination of any of the  foregoing
(including  any  options  to enter into any  of  the  foregoing),
whether or not any such transaction is governed by or subject  to
any  master  agreement, and (b) any and all transactions  of  any
kind,  and  the related confirmations, which are subject  to  the
terms  and  conditions of, or governed by,  any  form  of  master
agreement  published by the International Swaps  and  Derivatives
Association,  Inc.,  any  International Foreign  Exchange  Master
Agreement,  or  any  other  master  agreement  (any  such  master
agreement,  together  with  any  related  schedules,  a   "Master
Agreement"), including any such obligations or liabilities  under
any Master Agreement.

     "Swap  Termination Value" means, in respect of  any  one  or
more Swap Contracts, after taking into account the effect of  any
legally  enforceable  netting agreement  relating  to  such  Swap
Contracts,  (a)  for  any date on or after  the  date  such  Swap
Contracts   have   been  closed  out  and  termination   value(s)
determined  in  accordance therewith, such termination  value(s),
and  (b) for any date prior to the date referenced in clause (a),
the  amount(s) determined as the mark-to-market value(s) for such
Swap  Contracts, as determined based upon one or more  mid-market
or  other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or  any
Affiliate of a Lender).

<PAGE> 20

     "Swing  Line"  means  the  revolving  credit  facility  made
available by the Swing Line Lender pursuant to Section 2.04.

     "Swing  Line  Borrowing" means a borrowing of a  Swing  Line
Loan pursuant to Section 2.04.

     "Swing Line Lender" means Bank of America in its capacity as
provider of Swing Line Loans, or any successor swing line  lender
hereunder.

     "Swing  Line  Loan"  has the meaning  specified  in  Section
2.04(a).

     "Swing  Line  Loan Notice" means a notice of  a  Swing  Line
Borrowing  pursuant  to Section 2.04(b), which,  if  in  writing,
shall be substantially in the form of Exhibit B.

     "Swing Line Sublimit" means an amount equal to the lesser of
(a)  $25,000,000  and (b) the Aggregate Commitments.   The  Swing
Line  Sublimit is part of, and not in addition to, the  Aggregate
Commitments.

     "Synthetic  Lease Obligation" means the monetary  obligation
of a Person under (a) a so-called synthetic, off-balance sheet or
tax  retention  lease,  or  (b)  an  agreement  for  the  use  or
possession of property creating obligations that do not appear on
the  balance sheet of such Person but which, upon the  insolvency
or  bankruptcy  of  such Person, would be  characterized  as  the
indebtedness  of  such  Person  (without  regard  to   accounting
treatment).

     "Taxes"  means all present or future taxes, levies, imposts,
duties,  deductions,  withholdings, assessments,  fees  or  other
charges  imposed  by  any Governmental Authority,  including  any
interest, additions to tax or penalties applicable thereto.

     "Total  Outstandings" means the aggregate Outstanding Amount
of all Loans and all L/C Obligations.

     "Type"  means,  with  respect  to  a  Committed  Loan,   its
character as a Base Rate Loan or a Eurodollar Rate Loan.

     "Unfunded  Pension Liability" means the excess of a  Pension
Plan's  benefit liabilities under Section 4001(a)(16)  of  ERISA,
over  the current value of that Pension Plan's assets, determined
in  accordance with the assumptions used for funding the  Pension
Plan  pursuant to Section 412 of the Code for the applicable plan
year.

     "United  States"  and  "U.S."  mean  the  United  States  of
America.

     "Unreimbursed Amount" has the meaning specified  in  Section
2.03(c)(i).

     1.02  Other Interpretive Provisions.  With reference to this
Agreement   and  each  other  Loan  Document,  unless   otherwise
specified herein or in such other Loan Document:

          (a)   The  definitions  of  terms  herein  shall  apply
     equally  to  the  singular and plural  forms  of  the  terms
     defined.   Whenever  the context may  require,  any  pronoun
     shall

<PAGE> 21

     include    the   corresponding   masculine,   feminine   and
     neuter   forms.    The  words  "include,"   "includes"   and
     "including"  shall be deemed to be followed  by  the  phrase
     "without limitation."  The word "will" shall be construed to
     have  the  same  meaning and effect  as  the  word  "shall."
     Unless the context requires otherwise, (i) any definition of
     or  reference to any agreement, instrument or other document
     (including any Organization Document) shall be construed  as
     referring to such agreement, instrument or other document as
     from   time  to  time  amended,  supplemented  or  otherwise
     modified  (subject to any restrictions on  such  amendments,
     supplements  or  modifications set forth herein  or  in  any
     other  Loan  Document),  (ii) any reference  herein  to  any
     Person   shall   be  construed  to  include  such   Person's
     successors  and assigns, (iii) the words "herein,"  "hereof"
     and  "hereunder," and words of similar import when  used  in
     any  Loan Document, shall be construed to refer to such Loan
     Document in its entirety and not to any particular provision
     thereof, (iv) all references in a Loan Document to Articles,
     Sections, Exhibits and Schedules shall be construed to refer
     to  Articles and Sections of, and Exhibits and Schedules to,
     the  Loan Document in which such references appear, (v)  any
     reference  to  any  law  shall  include  all  statutory  and
     regulatory  provisions consolidating, amending replacing  or
     interpreting  such  law  and any reference  to  any  law  or
     regulation shall, unless otherwise specified, refer to  such
     law  or regulation as amended, modified or supplemented from
     time  to  time,  and (vi) the words "asset"  and  "property"
     shall  be construed to have the same meaning and effect  and
     to  refer to any and all tangible and intangible assets  and
     properties,   including  cash,  securities,   accounts   and
     contract rights.

          (b)   In  the  computation of periods of  time  from  a
     specified  date to a later specified date, the  word  "from"
     means "from and including;" the words "to" and "until"  each
     mean  "to  but excluding;" and the word "through" means  "to
     and including."

          (c)   Section  headings herein and in  the  other  Loan
     Documents are included for convenience of reference only and
     shall not affect the interpretation of this Agreement or any
     other Loan Document.

     1.03 Accounting Matters.  (a)  Generally.  All accounting terms
not  specifically or completely defined herein shall be construed
in  conformity with, and all financial data (including  financial
ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity  with,
GAAP  applied  on a consistent basis, as in effect from  time  to
time,  applied in a manner consistent with that used in preparing
the   Audited   Financial   Statements,   except   as   otherwise
specifically prescribed herein.

     (b) Changes in GAAP. If at any time any change in GAAP would
affect the computation of any financial ratio or requirement  set
forth  in  any  Loan  Document, and either the  Borrower  or  the
Required Lenders shall so request, the Administrative Agent,  the
Lenders  and the Borrower shall negotiate in good faith to  amend
such ratio or requirement to preserve the original intent thereof
in  light of such change in GAAP (subject to the approval of  the
Required  Lenders);  provided that, until so  amended,  (i)  such
ratio  or requirement shall continue to be computed in accordance
with  GAAP  prior  to such change therein and (ii)  the  Borrower
shall  provide  to  the  Administrative  Agent  and  the  Lenders
financial  statements  and other documents  required  under  this
Agreement  or as reasonably requested hereunder setting  forth  a
reconciliation

<PAGE> 22

between calculations of such ratio or requirement made before and
after giving effect to such change in GAAP.

     (c)  Accounting for Acquisitions.  With respect to any
Acquisition having a Cost of Acquisition of at least $50,000,000
consummated on or after the Closing Date, for each of the four
fiscal quarter periods ending next following the date of any
Acquisition, (x) Consolidated EBITDA shall include the historical
results of operations of the Person or assets so acquired, and
which amounts may include such adjustments as are permitted under
Regulation S-X of the SEC and reasonably satisfactory to the
Administrative Agent but (y) for purposes of determining
compliance with the provisions of Section 7.12(a), any increase
in Consolidated Net Income resulting solely from such pro forma
treatment of such Acquisition shall be disregarded.
     1.04 Times of Day.  Unless otherwise specified, all references
herein  to  times  of  day shall be references  to  Pacific  time
(daylight or standard, as applicable).

     1.05 Letter of Credit Amounts.  Unless otherwise specified
herein, the amount of a Letter of Credit at any time shall be
deemed to be the stated amount of such Letter of Credit in effect
at such time; provided, however, that with respect to any Letter
of Credit that, by its terms or the terms of any Issuer Document
related thereto, provides for one or more automatic increases in
the stated amount thereof, the amount of such Letter of Credit
shall be deemed to be the maximum stated amount of such Letter of
Credit after giving effect to all such increases, whether or not
such maximum stated amount is in effect at such time.

                           ARTICLE II.
              THE COMMITMENTS AND CREDIT EXTENSIONS

     2.01 Committed Loans.  Subject to the terms and conditions set
forth  herein, each Lender severally agrees to make  loans  (each
such loan, a "Committed Loan") to the Borrower from time to time,
on  any  Business  Day  during  the Availability  Period,  in  an
aggregate amount not to exceed at any time outstanding the amount
of such Lender's Commitment; provided, however, that after giving
effect  to  any  Committed Borrowing, (i) the Total  Outstandings
shall not exceed the Aggregate Commitments and (ii) the aggregate
Outstanding  Amount of the Committed Loans of  any  Lender,  plus
such Lender's Applicable Percentage of the Outstanding Amount  of
all L/C Obligations, plus such Lender's Applicable Percentage  of
the  Outstanding Amount of all Swing Line Loans shall not  exceed
such  Lender's  Commitment.  Within the limits of  each  Lender's
Commitment, and subject to the other terms and conditions hereof,
the  Borrower  may borrow under this Section 2.01,  prepay  under
Section  2.05,  and reborrow under this Section 2.01.   Committed
Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein.

     2.02  Borrowings, Conversions and Continuations of Committed
Loans.

     (a)  Each Committed Borrowing, each conversion of  Committed
Loans  from  one  Type  to  the  other,  and each continuation of
Eurodollar  Rate   Loans   shall  be  made  upon  the  Borrower's
irrevocable notice to the  Administrative  Agent,  which  may  be
given  by  telephone.  Each  such  notice must be received by the
Administrative  Agent  not  later  than   10:00   a.m. (i)  three
Business Days prior to the requested date of  any  Borrowing  of,
conversion to or continuation of

<PAGE> 23

Eurodollar Rate Loans  or  of  any  conversion of Eurodollar Rate
Loans to Base Rate Committed Loans, (ii) on  the  requested  date
of  any   Borrowing  of   Base   Rate  Committed Loans; provided,
however, that if the Borrower wishes to request  Eurodollar  Rate
Loans  having  an  Interest Period other  than one, two, three or
six  months  in   duration  as  provided  in  the  definition  of
"Interest Period", the  applicable notice must  be  received   by
the Administrative Agent not later than 10:00 a.m. four  Business
Days prior  to the requested date of such  Borrowing,  conversion
or continuation, whereupon the Administrative  Agent  shall  give
prompt  notice  to  the  Lenders of such  request  and  determine
whether  the requested Interest Period is acceptable  to  all  of
them.   Not later than 10:00 a.m. three Business Days before  the
requested date of such Borrowing, conversion or continuation, the
Administrative Agent shall notify the Borrower (which notice  may
be by telephone) whether or not the requested Interest Period has
been consented to by all the Lenders.  Each telephonic notice  by
the  Borrower pursuant to this Section 2.02(a) must be  confirmed
promptly  by  delivery to the Administrative Agent of  a  written
Committed  Loan Notice, appropriately completed and signed  by  a
Responsible   Officer  of  the  Borrower.   Each  Borrowing   of,
conversion to or continuation of Eurodollar Rate Loans  shall  be
in  a  principal  amount of $5,000,000  or a  whole  multiple  of
$1,000,000  in  excess thereof.  Except as provided  in  Sections
2.03(c) and 2.04(c), each Committed Borrowing of or conversion to
Base  Rate  Committed  Loans shall be in a  principal  amount  of
$500,000 or a whole multiple of $100,000 in excess thereof.  Each
Committed  Loan  Notice  (whether telephonic  or  written)  shall
specify  (i)  whether  the  Borrower is  requesting  a  Committed
Borrowing, a conversion of Committed Loans from one Type  to  the
other,  or  a  continuation of Eurodollar Rate  Loans,  (ii)  the
requested  date of the Borrowing, conversion or continuation,  as
the  case  may  be  (which shall be a Business  Day),  (iii)  the
principal amount of Committed Loans to be borrowed, converted  or
continued, (iv) the Type of Committed Loans to be borrowed or  to
which  existing Committed Loans are to be converted, and  (v)  if
applicable,  the  duration of the Interest  Period  with  respect
thereto.   If  the Borrower fails to specify a Type of  Committed
Loan  in a Committed Loan Notice or if the Borrower fails to give
a timely notice requesting a conversion or continuation, then the
applicable  Committed Loans shall be made as,  or  converted  to,
Base  Rate  Loans.  Any automatic conversion to Base  Rate  Loans
shall be effective as of the last day of the Interest Period then
in  effect with respect to the applicable Eurodollar Rate  Loans.
If  the  Borrower  requests a Borrowing  of,  conversion  to,  or
continuation of Eurodollar Rate Loans in any such Committed  Loan
Notice,  but  fails  to specify an Interest Period,  it  will  be
deemed to have specified an Interest Period of one month.

     (b)  Following  receipt  of a Committed Loan Notice, the
Administrative Agent shall promptly notify each Lender of the
amount of its Applicable Percentage of the applicable Committed
Loans, and if no timely notice of a conversion or continuation is
provided by the Borrower, the Administrative Agent shall notify
each Lender of the details of any automatic conversion to Base
Rate Loans described in the preceding subsection.  In the case of
a Committed Borrowing denominated in Dollars, each Lender shall
make the amount of its Committed Loan available to the
Administrative Agent in immediately available funds at the
Administrative Agent's Office not later than 12:00 p.m. on the
Business Day specified in the applicable Committed Loan Notice.
Upon satisfaction of the applicable conditions set forth in
Section 4.02 (and, if such Borrowing is the initial Credit
Extension, Section 4.01), the Administrative Agent shall make all
funds so received available to the Borrower or the other
applicable Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the
Borrower on the books of Bank of America with the amount of such
funds or

<PAGE> 24

(ii) wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably
acceptable to) the Administrative Agent by the Borrower;
provided, however, that if, on the date the Committed Loan Notice
with respect to such Borrowing is given by the Borrower, there
are L/C Borrowings outstanding, then the proceeds of such
Borrowing, first, shall be applied to the payment in full of any
such L/C Borrowings, and, second, shall be made available to the
Borrower as provided above.

     (c)  Except as otherwise provided herein, a Eurodollar Rate Loan
may be continued or converted only on the last day of an Interest
Period for such Eurodollar Rate Loan.  During the existence of a
Default, no Loans may be requested as, converted to or continued
as Eurodollar Rate Loans without the consent of the Required
Lenders.

     (d)  The Administrative Agent shall promptly notify the Borrower
and the Lenders of the interest rate applicable to any Interest
Period for Eurodollar Rate Loans upon determination of such
interest rate.  At any time that Base Rate Loans are outstanding,
the Administrative Agent shall notify the Borrower and the
Lenders of any change in Bank of America's prime rate used in
determining the Base Rate promptly following the public
announcement of such change.

     (e)  After giving effect to all Committed Borrowings, all
conversions of Committed Loans from one Type to the other, and
all continuations of Committed Loans as the same Type, there
shall not be more than ten  Interest Periods in effect with
respect to Committed Loans.

     2.03 Letters of Credit.

     (a)  The Letter of Credit Commitment.

          (i)  Subject to the terms and conditions set forth herein, (A)
     the L/C Issuer agrees, in reliance upon the agreements of the
     Lenders set forth in this Section 2.03,  (1) from time to time on
     any Business Day during the period from the Closing Date until
     the Letter of Credit Expiration Date, to issue Letters of Credit
     for the account of the Borrower or its Subsidiaries, and to amend
     or  extend   Letters of Credit previously issued by  it,  in
     accordance with subsection (b) below, and (2) to honor drawings
     under the Letters of Credit; and (B) the Lenders severally agree
     to participate in Letters of Credit issued for the account of the
     Borrower  or  its Subsidiaries and any drawings  thereunder;
     provided that after giving effect to any L/C Credit Extension
     with respect to any Letter of Credit, (x) the Total Outstandings
     shall not exceed the Aggregate Commitments, (y) the aggregate
     Outstanding Amount of the Committed Loans of any Lender, plus
     such Lender's Applicable Percentage of the Outstanding Amount of
     all L/C Obligations, plus such Lender's Applicable Percentage of
     the Outstanding Amount of all Swing Line Loans shall not exceed
     such Lender's Commitment, and (z) the Outstanding Amount of the
     L/C Obligations shall not exceed the Letter of Credit Sublimit.
     Each request by the Borrower for the issuance or amendment of a
     Letter of Credit shall be deemed to be a representation by the
     Borrower that the L/C Credit Extension so requested complies with
     the  conditions  set forth in the proviso to  the  preceding
     sentence.  Within the foregoing limits, and subject to the terms
     and conditions hereof, the Borrower's ability to obtain Letters
     of Credit shall be fully revolving, and accordingly the Borrower
     may, during the foregoing period, obtain Letters of Credit to
     replace Letters of Credit that have expired or

<PAGE> 25

     that have been drawn upon and reimbursed. All Existing Letters of
     Credit shall be deemed to have been issued pursuant hereto, and
     from and after the Closing Date shall be subject to and governed
     by the terms and conditions hereof.

          (ii) The L/C Issuer shall not issue any Letter of Credit, if:

               (A)  subject to Section 2.03(b)(iii), the expiry date of such
          requested Letter of Credit (other than the Existing Letters of
          Credit or extensions or renewals thereof) would occur more than
          twelve months after the date of issuance or last extension,
          unless the Required Lenders have approved such expiry date; or

               (B)  the expiry date of such requested Letter of Credit would
          occur after the Letter of Credit Expiration Date, unless all the
          Lenders have approved such expiry date.

          (iii)     The L/C Issuer shall not be under any obligation to
          issue any Letter of Credit if:

               (A)  any order, judgment or decree of any Governmental Authority
          or arbitrator shall by its terms purport to enjoin or restrain
          the L/C Issuer from issuing such Letter of Credit, or any Law
          applicable to the L/C Issuer or any request or directive (whether
          or not having the force of law) from any Governmental Authority
          with jurisdiction over the L/C Issuer shall prohibit, or request
          that the L/C Issuer refrain from, the issuance of letters of
          credit generally or such Letter of Credit in particular or shall
          impose upon the L/C Issuer with respect to such Letter of Credit
          any restriction, reserve or capital requirement (for which the
          L/C Issuer is not otherwise compensated hereunder) not in effect
          on the Closing Date, or shall impose upon the L/C Issuer any
          unreimbursed loss, cost or expense which was not applicable on
          the Closing Date and which the L/C Issuer in good faith deems
          material to it;

               (B)  the issuance of such Letter of Credit would violate one or
          more policies of the L/C Issuer;

               (C)  except as otherwise agreed by the Administrative Agent and
          the L/C Issuer, such Letter of Credit is in an initial stated
          amount less than $100,000, in the case of a commercial Letter of
          Credit, or $50,000, in the case of a standby Letter of Credit;

               (D)  such Letter of Credit is to be denominated in a currency
          other than Dollars;

               (E)  such Letter of Credit (other than the Existing Letters of
          Credit or extensions or renewals thereof) contains any provisions
          for automatic reinstatement of the stated amount after any
          drawing thereunder; or

               (F)  a default of any Lender's obligations to fund under Section
          2.03(c) exists or any Lender is at such time a Defaulting Lender
          hereunder, unless the L/C

<PAGE> 26

          Issuer has entered into satisfactory
          arrangements with the Borrower or such Lender to eliminate the
          L/C Issuer's risk with respect to such Lender.

          (iv) The L/C Issuer shall not amend any Letter of Credit,
     excluding, except with respect to the requirement under Section
     2.03(ii)(B) that the expiry date of such Letter of Credit not
     occur after the Letter of Credit Expiration Date, all Existing
     Letters of Credit, if the L/C Issuer would not be permitted at
     such time to issue such Letter of Credit in its amended form
     under the terms hereof.

          (v)  The L/C Issuer shall be under no obligation to amend any
     Letter of Credit if (A) the L/C Issuer would have no obligation
     at such time to issue such Letter of Credit in its amended form
     under the terms hereof, or (B) the beneficiary of such Letter of
     Credit does not accept the proposed amendment to such Letter of
     Credit.

          (vi) The L/C Issuer shall act on behalf of the Lenders with
     respect to any Letters of Credit issued by it and the documents
     associated therewith, and the L/C Issuer shall have all of the
     benefits and immunities (A) provided to the Administrative Agent
     in Article IX with respect to any acts taken or omissions
     suffered by the L/C Issuer in connection with Letters of Credit
     issued by it or proposed to be issued by it and Issuer Documents
     pertaining to such Letters of Credit as fully as if the term
     "Administrative Agent" as used in Article IX included the L/C
     Issuer with respect to such acts or omissions, and (B) as
     additionally provided herein with respect to the L/C Issuer.

     (b)  Procedures for Issuance and Amendment of Letters of Credit;
Auto-Extension Letters of Credit.

          (i)  Each Letter of Credit shall be issued or amended, as the
     case may be, upon the request of the Borrower delivered to the
     L/C Issuer (with a copy to the Administrative Agent) in the form
     of a Letter of Credit Application, appropriately completed and
     signed by a Responsible Officer of the Borrower.  Such Letter of
     Credit Application must be received by the L/C Issuer and the
     Administrative Agent not later than 10:00 a.m. at least  two
     Business Days (or such other date and time as the Administrative
     Agent and the L/C Issuer may agree in a particular instance in
     their sole discretion) prior to the proposed issuance date or
     date of amendment, as the case may be.  In the case of a request
     for an initial issuance of a Letter of Credit, such Letter of
     Credit Application shall specify in form and detail satisfactory
     to  the  L/C Issuer: (A) the proposed issuance date  of  the
     requested Letter of Credit (which shall be a Business Day); (B)
     the amount thereof; (C) the expiry date thereof; (D) the name and
     address of the beneficiary thereof; (E) the documents to  be
     presented by such beneficiary in case of any drawing thereunder;
     (F) the full text of any certificate to be presented by such
     beneficiary in case of any drawing thereunder; and (G) such other
     matters as the L/C Issuer may require.  In the case of a request
     for an amendment of any outstanding Letter of Credit, such Letter
     of  Credit  Application shall specify  in  form  and  detail
     satisfactory to the L/C Issuer (A) the Letter of Credit to be
     amended; (B) the proposed date of amendment thereof (which shall
     be a Business Day); (C) the nature of the proposed amendment; and
     (D)  such  other  matters  as the L/C  Issuer  may  require.
     Additionally, the Borrower shall furnish to the L/C Issuer and
     the Administrative Agent such other documents and information
     pertaining  to such

<PAGE> 27

     requested Letter of Credit  issuance  or amendment, including any
     Issuer Documents, as the L/C Issuer or the Administrative Agent
     may require.

          (ii) Promptly after receipt of any Letter of Credit Application,
     the L/C Issuer will confirm with the Administrative Agent (by
     telephone or in writing) that the Administrative Agent has
     received a copy of such Letter of Credit Application from the
     Borrower and, if not, the L/C Issuer will provide the
     Administrative Agent with a copy thereof.  Unless the L/C Issuer
     has received written notice from any Lender, the Administrative
     Agent or the Borrower, at least one Business Day prior to the
     requested date of issuance or amendment of the applicable Letter
     of Credit, that one or more applicable conditions contained in
     Article IV shall not then be satisfied, then, subject to the
     terms and conditions hereof, the L/C Issuer shall, on the
     requested date, issue a Letter of Credit for the account of the
     Borrower (or the applicable Subsidiary) or enter into the
     applicable amendment, as the case may be, in each case in
     accordance with the L/C Issuer's usual and customary business
     practices.  Immediately upon the issuance of each Letter of
     Credit, each Lender shall be deemed to, and hereby irrevocably
     and unconditionally agrees to, purchase from the L/C Issuer a
     risk participation in such Letter of Credit in an amount equal to
     the product of such Lender's Applicable Percentage times the
     amount of such Letter of Credit.

          (iii) If the Borrower so requests in any applicable Letter of
     Credit Application, the L/C Issuer may, in its sole and absolute
     discretion, agree to issue a Letter of Credit that has automatic
     extension provisions (each, an "Auto-Extension Letter of
     Credit"); provided that any such Auto-Extension Letter of Credit
     must permit the L/C Issuer to prevent any such extension at least
     once in each twelve-month period (commencing with the date of
     issuance of such Letter of Credit) by giving prior notice to the
     beneficiary thereof not later than a day (the "Non-Extension
     Notice Date") in each such twelve-month period to be agreed upon
     at the time such Letter of Credit is issued.  Unless otherwise
     directed by the L/C Issuer, the Borrower shall not be required to
     make a specific request to the L/C Issuer for any such extension.
     Once an Auto-Extension Letter of Credit has been issued, the
     Lenders shall be deemed to have authorized (but may not require)
     the L/C Issuer to permit the extension of such Letter of Credit
     at any time to an expiry date not later than the Letter of Credit
     Expiration Date; provided, however, that the L/C Issuer shall not
     permit any such extension if (A) the L/C Issuer has determined
     that it would not be permitted, or would have no obligation, at
     such time to issue such Letter of Credit in its revised form (as
     extended) under the terms hereof (by reason of the provisions of
     clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it
     has received notice (which may be by telephone or in writing) on
     or before the day that is five Business Days before the Non-
     Extension Notice Date (1) from the Administrative Agent that the
     Required Lenders have elected not to permit such extension or (2)
     from the Administrative Agent, any Lender or the Borrower that
     one or more of the applicable conditions specified in Section
     4.02 is not then satisfied, and in each such case directing the
     L/C Issuer not to permit such extension.

          (iv) Promptly after its delivery of any Letter of Credit or any
     amendment to a Letter of Credit to an advising bank with respect
     thereto or to the beneficiary thereof, the

<PAGE> 28

     L/C Issuer will also deliver to the Borrower and the Administrative
     Agent a true and complete copy of such Letter of Credit or amendment.

     (c)  Drawings and Reimbursements; Funding of Participations.

          (i)  Upon receipt from the beneficiary of any Letter of Credit of
     any notice of a drawing under such Letter of Credit, the L/C
     Issuer shall notify the Borrower and the Administrative Agent
     thereof.  Not later than 10:00 a.m. on the date of any payment by
     the L/C Issuer under a Letter of Credit (each such date,  an
     "Honor  Date"), the Borrower shall reimburse the L/C  Issuer
     through the Administrative Agent in an amount equal to the amount
     of such drawing.  If the Borrower fails to so reimburse the L/C
     Issuer by such time, the Administrative Agent shall promptly
     notify  each  Lender of the Honor Date, the  amount  of  the
     unreimbursed drawing (the "Unreimbursed Amount"), and the amount
     of such Lender's Applicable Percentage thereof.  In such event,
     the  Borrower shall be deemed to have requested a  Committed
     Borrowing of Base Rate Loans to be disbursed on the Honor Date in
     an amount equal to the Unreimbursed Amount, without regard to the
     minimum and multiples specified in Section 2.02 for the principal
     amount of Base Rate Loans, but subject to the amount of  the
     unutilized  portion  of the Aggregate  Commitments  and  the
     conditions set forth in Section 4.02 (other than the delivery of
     a Committed Loan Notice).  Any notice given by the L/C Issuer or
     the Administrative Agent pursuant to this Section 2.03(c)(i) may
     be  given  by telephone if immediately confirmed in writing;
     provided that the lack of such an immediate confirmation shall
     not affect the conclusiveness or binding effect of such notice.

          (ii) Each Lender shall upon any notice pursuant to Section
     2.03(c)(i) make funds available to the Administrative Agent for
     the account of the L/C Issuer, in Dollars, at the Administrative
     Agent's Office in an amount equal to its Applicable Percentage of
     the Unreimbursed Amount not later than 12:00 p.m. on the Business
     Day specified in such notice by the Administrative Agent,
     whereupon, subject to the provisions of Section 2.03(c)(iii),
     each Lender that so makes funds available shall be deemed to have
     made a Base Rate Committed Loan to the Borrower in such amount.
     The Administrative Agent shall remit the funds so received to the
     L/C Issuer.

          (iii) With respect to any Unreimbursed Amount that is not
     fully refinanced by a Committed Borrowing of Base Rate Loans
     because the conditions set forth in Section 4.02 cannot be
     satisfied or for any other reason, the Borrower shall be deemed
     to have incurred from the L/C Issuer an L/C Borrowing in the
     amount of the Unreimbursed Amount that is not so refinanced,
     which L/C Borrowing shall be due and payable on demand (together
     with interest) and shall bear interest at the Default Rate.  In
     such event, each Lender's payment to the Administrative Agent for
     the account of the L/C Issuer pursuant to Section 2.03(c)(ii)
     shall be deemed payment in respect of its participation in such
     L/C Borrowing and shall constitute an L/C Advance from such
     Lender in satisfaction of its participation obligation under this
     Section 2.03.

          (iv) Until each Lender funds its Committed Loan or L/C Advance
     pursuant to this Section 2.03(c) to reimburse the L/C Issuer for
     any amount drawn under any Letter

<PAGE> 29

     of Credit, interest in respect of such Lender's Applicable Percentage
     of such amount shall be solely for the account of the L/C Issuer.

          (v) Each Lender's obligation to make Committed Loans or L/C
     Advances to reimburse the L/C Issuer for amounts drawn under
     Letters of Credit, as contemplated by this Section 2.03(c), shall
     be absolute and unconditional and shall not be affected by any
     circumstance, including (A) any setoff, counterclaim, recoupment,
     defense or other right which such Lender may have against the L/C
     Issuer, the Borrower, any Subsidiary or any other Person for any
     reason whatsoever; (B) the occurrence or continuance of a
     Default, or (C) any other occurrence, event or condition, whether
     or not similar to any of the foregoing; provided, however, that
     each Lender's obligation to make Committed Loans pursuant to this
     Section 2.03(c) is subject to the conditions set forth in Section
     4.02 (other than delivery by the Borrower of a Committed Loan
     Notice).  No such making of an L/C Advance shall relieve or
     otherwise impair the obligation of the Borrower to reimburse the
     L/C Issuer for the amount of any payment made by the L/C Issuer
     under any Letter of Credit, together with interest as provided
     herein.

          (vi) If any Lender fails to make available to the Administrative
     Agent for the account of the L/C Issuer any amount required to be
     paid by such Lender pursuant to the foregoing provisions of this
     Section 2.03(c) by the time specified in Section 2.03(c)(ii), the
     L/C Issuer shall be entitled to recover from such Lender (acting
     through the Administrative Agent), on demand, such amount with
     interest thereon for the period from the date such payment is
     required to the date on which such payment is immediately
     available to the L/C Issuer at a rate per annum equal to the
     greater of the Federal Funds Rate and a rate determined by the
     L/C Issuer in accordance with banking industry rules or interbank
     compensation.  A certificate of the L/C Issuer submitted to any
     Lender (through the Administrative Agent) with respect to any
     amounts owing under this clause (vi) shall be conclusive absent
     manifest error.

     (d)  Repayment of Participations.

          (i)  At any time after the L/C Issuer has made a payment under
     any  Letter of Credit and has received from any Lender  such
     Lender's L/C Advance in respect of such payment in accordance
     with Section 2.03(c), if the Administrative Agent receives for
     the  account of the L/C Issuer any payment in respect of the
     related Unreimbursed Amount or interest thereon (whether directly
     from  the Borrower or otherwise, including proceeds of  Cash
     Collateral applied thereto by the Administrative Agent), the
     Administrative  Agent will distribute  to  such  Lender  its
     Applicable Percentage thereof (appropriately adjusted, in the
     case of interest payments, to reflect the period of time during
     which such Lender's L/C Advance was outstanding) and in the same
     funds as those received by the Administrative Agent.

          (ii) If any payment received by the Administrative Agent for the
     account of the L/C Issuer pursuant to Section 2.03(c)(i) is
     required to be returned under any of the circumstances described
     in Section 10.05 (including pursuant to any settlement entered
     into by the L/C Issuer in its discretion), each Lender shall pay
     to the Administrative Agent for the account of the L/C Issuer its
     Applicable Percentage thereof on demand of

<PAGE> 30

     the Administrative Agent, plus interest thereon from the date of such
     demand to the date such amount is returned by such Lender, at a rate
     per annum equal to the Federal Funds Rate from time to time in effect.
     The obligations of the Lenders under this clause shall survive the
     payment in full of the Obligations and the termination of this Agreement.

     (e)  Obligations Absolute.  The obligation of the Borrower to
reimburse  the L/C Issuer for each drawing under each  Letter  of
Credit  and  to  repay  each  L/C Borrowing  shall  be  absolute,
unconditional  and  irrevocable, and shall be  paid  strictly  in
accordance   with   the  terms  of  this  Agreement   under   all
circumstances, including the following:

          (i)  any lack of validity or enforceability of such Letter of
     Credit, this Agreement, or any other Loan Document;

          (ii) the existence of any claim, counterclaim, setoff, defense or
     other right that the Borrower or any Subsidiary may have at any
     time against any beneficiary or any transferee of such Letter of
     Credit (or any Person for whom any such beneficiary or any such
     transferee may be acting), the L/C Issuer or any other Person,
     whether in connection with this Agreement, the transactions
     contemplated hereby or by such Letter of Credit or any agreement
     or instrument relating thereto, or any unrelated transaction;

          (iii) any draft, demand, certificate or other document
     presented under such Letter of Credit proving to be forged,
     fraudulent, invalid or insufficient in any respect or any
     statement therein being untrue or inaccurate in any respect; or
     any loss or delay in the transmission or otherwise of any
     document required in order to make a drawing under such Letter of
     Credit;

          (iv) any payment by the L/C Issuer under such Letter of Credit
     against presentation of a draft or certificate that does not
     strictly comply with the terms of such Letter of Credit; or any
     payment made by the L/C Issuer under such Letter of Credit to any
     Person purporting to be a trustee in bankruptcy, debtor-in-
     possession, assignee for the benefit of creditors, liquidator,
     receiver or other representative of or successor to any
     beneficiary or any transferee of such Letter of Credit, including
     any arising in connection with any proceeding under any Debtor
     Relief Law;

          (v)  any other circumstance or happening whatsoever, whether or
     not similar to any of the foregoing, including any other
     circumstance that might otherwise constitute a defense available
     to, or a discharge of, the Borrower or any Subsidiary.

     The Borrower shall promptly examine a copy of each Letter of
Credit and each amendment thereto that is delivered to it and, in
the  event  of  any  claim of noncompliance with  the  Borrower's
instructions or other irregularity, the Borrower will immediately
notify the L/C Issuer.  The Borrower shall be conclusively deemed
to  have  waived  any such claim against the L/C Issuer  and  its
correspondents unless such notice is given as aforesaid.

     (f)  Role of L/C Issuer.  Each Lender and the Borrower agree
that,  in  paying any drawing under a Letter of Credit,  the  L/C
Issuer  shall not have any responsibility to obtain any  document
(other than any sight draft, certificates and documents expressly
required  by the Letter of Credit) or to ascertain or inquire  as
to the validity or accuracy of any such document or the

<PAGE> 31

authority  of  the  Person  executing  or  delivering   any  such
document.  None of the L/C Issuer, the Administrative Agent,  any
of  their  respective  Related  Parties  nor  any  correspondent,
participant or assignee of the  L/C Issuer shall be liable to any
Lender for (i) any action taken or omitted in connection herewith
at the request  or  with the  approval  of  the  Lenders  or  the
Required Lenders, as applicable; (ii) any action taken or omitted
in the  absence  of gross negligence  or  willful  misconduct; or
(iii)   the    due   execution,   effectiveness,   validity    or
enforceability  of  any document  or  instrument  related  to any
Letter of Credit or Issuer Document.  The Borrower hereby assumes
all  risks  of  the   acts  or omissions  of any  beneficiary  or
transferee with respect  to  its use  of any  Letter  of  Credit;
provided,  however,  that  this assumption  is  not  intended to,
and  shall  not,  preclude  the Borrower's  pursuing  such rights
and  remedies  as  it   may   have  against  the  beneficiary  or
transferee at law or under any  other agreement.  None of the L/C
Issuer, the Administrative Agent, any of their respective Related
Parties  nor  any  correspondent, participant or  assignee of the
L/C  Issuer  shall  be  liable  or  responsible  for  any  of the
matters described in clauses (i) through (iv) of Section 2.03(e);
provided, however, that anything in such clauses to the  contrary
notwithstanding, the Borrower may have  a  claim  against the L/C
Issuer, and the L/C Issuer may  be liable to the Borrower, to the
extent, but only to the extent, of any  direct,  as   opposed  to
consequential  or  exemplary,  damages  suffered  by the Borrower
which the Borrower proves were caused by the L/C Issuer's willful
misconduct  or  gross  negligence  or  the  L/C  Issuer's willful
failure to pay under any Letter of Credit after  the presentation
to it  by  the beneficiary of  a  sight draft and  certificate(s)
strictly  complying  with  the  terms  and conditions of a Letter
of Credit. In furtherance and not in limitation of the foregoing,
the L/C Issuer may accept documents that appear on their  face to
be in order, without responsibility for  further   investigation,
regardless  of  any   notice   or information  to   the contrary,
and the L/C Issuer  shall  not  be responsible  for the  validity
or sufficiency of  any  instrument transferring  or  assigning or
purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof,  in whole or in part,
which may prove to be  invalid  or ineffective  for  any  reason.

     (g)  Cash Collateral.  (i) Upon the request of the Administrative
Agent, (A) if the L/C Issuer has honored any full or partial
drawing request under any Letter of Credit and such drawing has
resulted in an L/C Borrowing, or (B) if, as of the Letter of
Credit Expiration Date, any L/C Obligation for any reason remains
outstanding, the Borrower shall, in each case, immediately Cash
Collateralize the then Outstanding Amount of all L/C Obligations.
          (ii) Sections 2.05 and 8.02(c) set forth certain additional
     requirements to deliver Cash Collateral hereunder.  For purposes
     of this Section 2.03, Section 2.05 and Section 8.02(c), "Cash
     Collateralize" means to pledge and deposit with or deliver to the
     Administrative Agent, for the benefit of the L/C Issuer and the
     Lenders, as collateral for the L/C Obligations, cash or deposit
     account balances pursuant to documentation in form and substance
     satisfactory to the Administrative Agent and the L/C  Issuer
     (which  documents are hereby consented to by  the  Lenders).
     Derivatives  of such term have corresponding meanings.   The
     Borrower hereby grants to the Administrative Agent, for  the
     benefit of the L/C Issuer and the Lenders, a security interest in
     all such cash, deposit accounts and all balances therein and all
     proceeds of the foregoing.  Cash Collateral shall be maintained
     in blocked, non-interest bearing deposit accounts at Bank of
     America.

     (h)  Applicability of ISP and UCP.  Unless otherwise expressly
agreed by the L/C Issuer and the Borrower when a Letter of Credit
is issued (including any such agreement

<PAGE> 32

applicable to an Existing Letter  of Credit), (i) the rules of the
ISP shall apply to  each standby  Letter  of  Credit, and (ii) the
rules  of  the  Uniform Customs  and  Practice for Documentary Credits,
as most  recently published by the International Chamber of Commerce at
the time of issuance shall apply to each commercial Letter of Credit.

     (i)  Letter of Credit Fees.  The Borrower shall pay to the
Administrative Agent for the account of each Lender in accordance
with its Applicable Percentage, a Letter of Credit fee (the
"Letter of Credit Fee") for each Letter of Credit equal to the
Applicable Rate times the daily amount available to be drawn
under such Letter of Credit.  For purposes of computing the daily
amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance
with Section 1.05.  Letter of Credit Fees shall be (i) computed
on a quarterly basis in arrears and (ii) due and payable on the
first Business Day after the end of each March, June, September
and December, commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand.  If there is any change
in the Applicable Rate during any quarter, the daily amount
available to be drawn under each Letter of Credit shall be
computed and multiplied by the Applicable Rate separately for
each period during such quarter that such Applicable Rate was in
effect.  Notwithstanding anything to the contrary contained
herein, upon the request of the Required Lenders, while any Event
of Default exists, all Letter of Credit Fees shall accrue at the
Default Rate.

     (j)  Fronting Fee and Documentary and Processing Charges Payable
to L/C Issuer.  The Borrower shall pay directly to the L/C Issuer
for its own account, in Dollars, a fronting fee (i) with respect
to each commercial Letter of Credit, at the rate equal to 0.125%
of the amount of such Letter of Credit, and payable upon the
issuance thereof, (ii) with respect to any amendment of a
commercial Letter of Credit increasing the amount of such Letter
of Credit, at a rate separately agreed between the Borrower and
the L/C Issuer, computed on the amount of such increase, and
payable upon the effectiveness of such amendment, and (iii) with
respect to each standby Letter of Credit, at the rate per annum
equal to 0.125%, computed on the daily amount available to be
drawn under such Letter of Credit on a quarterly basis in
arrears, and due and payable on the first Business Day after the
end of each March, June, September and December, commencing with
the first such date to occur after the issuance of such Letter of
Credit, on the Letter of Credit Expiration Date and thereafter on
demand.  For purposes of computing the daily amount available to
be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.05.  In
addition, the Borrower shall pay directly to the L/C Issuer for
its own account, the customary issuance, presentation, amendment
and other processing fees, and other standard costs and charges,
of the L/C Issuer relating to letters of credit as from time to
time in effect.  Such customary fees and standard costs and
charges are due and payable on demand and are nonrefundable.

     (k)  Conflict with Issuer Documents.  In the event of any
conflict between the terms hereof and the terms of any Issuer
Document, the terms hereof shall control.

     (l)  Letters of Credit Issued for Subsidiaries.  Notwithstanding
that a Letter of Credit issued or outstanding hereunder is in
support of any obligations of, or is for the account of, a
Subsidiary, the Borrower shall be obligated to reimburse the L/C
Issuer hereunder for any and all drawings under such Letter of
Credit.  The Borrower hereby acknowledges that the issuance of

<PAGE> 33

Letters of Credit for the account of Subsidiaries inures to the
benefit of the Borrower, and that the Borrower's business derives
substantial benefits from the businesses of such Subsidiaries.

     (m)  Reporting of Letter of Credit Information.  On (i) the last
Business Day of each calendar month, and (ii) each date that an
L/C Credit Extension occurs with respect to any Letter of Credit,
the L/C Issuer shall deliver to the Administrative Agent a report
in the form of Exhibit G hereto, appropriately completed with the
information for every Letter of Credit issued by the L/C Issuer
that is outstanding hereunder.

     2.04 Swing Line Loans.

     (a)  The Swing Line.  Subject to the terms and conditions set
forth herein, the Swing Line Lender agrees, in reliance upon  the
agreements  of the other Lenders set forth in this Section  2.04,
to  make  loans  (each such loan, a "Swing  Line  Loan")  to  the
Borrower  from  time  to  time on any  Business  Day  during  the
Availability Period in an aggregate amount not to exceed  at  any
time   outstanding  the  amount  of  the  Swing  Line   Sublimit,
notwithstanding  the  fact  that  such  Swing  Line  Loans,  when
aggregated  with  the Applicable Percentage  of  the  Outstanding
Amount  of  Committed  Loans and L/C Obligations  of  the  Lender
acting  as  Swing  Line Lender, may exceed  the  amount  of  such
Lender's Commitment; provided, however, that after giving  effect
to  any  Swing  Line Loan, (i) the Total Outstandings  shall  not
exceed   the  Aggregate  Commitments,  and  (ii)  the   aggregate
Outstanding  Amount of the Committed Loans of  any  Lender,  plus
such Lender's Applicable Percentage of the Outstanding Amount  of
all L/C Obligations, plus such Lender's Applicable Percentage  of
the  Outstanding Amount of all Swing Line Loans shall not  exceed
such  Lender's  Commitment,  and  provided,  further,  that   the
Borrower  shall not use the proceeds of any Swing  Line  Loan  to
refinance  any outstanding Swing Line Loan.  Within the foregoing
limits, and subject to the other terms and conditions hereof, the
Borrower may borrow under this Section 2.04, prepay under Section
2.05, and reborrow under this Section 2.04.  Each Swing Line Loan
shall  be  a  Base Rate Loan.  Immediately upon the making  of  a
Swing  Line  Loan,  each Lender shall be deemed  to,  and  hereby
irrevocably  and  unconditionally agrees to,  purchase  from  the
Swing Line Lender a risk participation in such Swing Line Loan in
an  amount  equal  to  the  product of such  Lender's  Applicable
Percentage times the amount of such Swing Line Loan.

     (b)  Borrowing Procedures.  Each Swing Line Borrowing shall be
made upon the Borrower's irrevocable notice to the Swing Line
Lender and the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Swing Line
Lender and the Administrative Agent not later than 10:00 a.m. on
the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a minimum of $100,000, and (ii) the
requested borrowing date, which shall be a Business Day.  Each
such telephonic notice must be confirmed promptly by delivery to
the Swing Line Lender and the Administrative Agent of a written
Swing Line Loan Notice, appropriately completed and signed by a
Responsible Officer of the Borrower.  Promptly after receipt by
the Swing Line Lender of any telephonic Swing Line Loan Notice,
the Swing Line Lender will confirm with the Administrative Agent
(by telephone or in writing) that the Administrative Agent has
also received such Swing Line Loan Notice and, if not, the Swing
Line Lender will notify the Administrative Agent (by telephone or
in writing) of the contents thereof.  Unless the Swing Line
Lender has received notice (by telephone or in writing) from the
Administrative Agent (including at the request of any Lender)
prior to 11:00

<PAGE> 34

a.m.   on   the   date   of   the   proposed   Swing   Line
Borrowing (A) directing the Swing Line Lender not to make such
Swing Line Loan as a result of the limitations set forth in the
proviso to the first sentence of Section 2.04(a), or (B) that one
or more of the applicable conditions specified in Article IV is
not then satisfied, then, subject to the terms and conditions
hereof, the Swing Line Lender will, not later than 12:00 noon on
the borrowing date specified in such Swing Line Loan Notice, make
the amount of its Swing Line Loan available to the Borrower
either (i) at its office by crediting the account of the Borrower
on the books of the Swing Line Lender in immediately available
funds, or (ii) by wire transfer to any third party for which the
Borrower has provided wiring instructions to the Swing Line
Lender not less than two Business Days prior to the related
borrowing date.

     (c)  Refinancing of Swing Line Loans.

          (i)  The Swing Line Lender at any time in its sole and absolute
     discretion may request, on behalf of the Borrower (which hereby
     irrevocably authorizes the Swing Line Lender to so request on its
     behalf), that each Lender make a Base Rate Committed Loan in an
     amount equal to such Lender's Applicable Percentage of the amount
     of Swing Line Loans then outstanding.  Such request shall be made
     in  writing (which written request shall be deemed to  be  a
     Committed Loan Notice for purposes hereof) and in accordance with
     the requirements of Section 2.02, without regard to the minimum
     and multiples specified therein for the principal amount of Base
     Rate  Loans,  but subject to the unutilized portion  of  the
     Aggregate Commitments and the conditions set forth in Section
     4.02.  The Swing Line Lender shall furnish the Borrower with a
     copy  of the applicable Committed Loan Notice promptly after
     delivering such notice to the Administrative Agent.  Each Lender
     shall make an amount equal to its Applicable Percentage of the
     amount specified in such Committed Loan Notice available to the
     Administrative Agent in immediately available funds for  the
     account of the Swing Line Lender at the Administrative Agent's
     Office not later than 10:00 a.m. on the day specified in such
     Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii),
     each Lender that so makes funds available shall be deemed to have
     made a Base Rate Committed Loan to the Borrower in such amount.
     The Administrative Agent shall remit the funds so received to the
     Swing Line Lender.

          (ii) If for any reason any Swing Line Loan cannot be refinanced
     by such a Committed Borrowing in accordance with Section
     2.04(c)(i), the request for Base Rate Committed Loans submitted
     by the Swing Line Lender as set forth herein shall be deemed to
     be a request by the Swing Line Lender that each of the Lenders
     fund its risk participation in the relevant Swing Line Loan and
     each Lender's payment to the Administrative Agent for the account
     of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be
     deemed payment in respect of such participation.

          (iii)     If any Lender fails to make available to the
     Administrative Agent for the account of the Swing Line Lender any
     amount required to be paid by such Lender pursuant to the
     foregoing provisions of this Section 2.04(c) by the time
     specified in Section 2.04(c)(i), the Swing Line Lender shall be
     entitled to recover from such Lender (acting through the
     Administrative Agent), on demand, such amount with interest
     thereon for the period from the date such payment is required to
     the date on which such payment

<PAGE> 35

     is immediately available to the Swing Line Lender at a rate per
     annum equal to the greater of the Federal Funds Rate and a rate
     determined by the Swing Line Lender in accordance with banking rules
     on interbank compensation.  A certificate of the Swing Line Lender
     submitted to any Lender (through the Administrative Agent) with respect
     to any amounts owing under this clause (iii) shall be conclusive absent
     manifest error.

          (iv) Each Lender's obligation to make Committed Loans or to
     purchase and fund risk participations in Swing Line Loans
     pursuant to this Section 2.04(c) shall be absolute and
     unconditional and shall not be affected by any circumstance,
     including (A) any setoff, counterclaim, recoupment, defense or
     other right which such Lender may have against the Swing Line
     Lender, the Borrower or any other Person for any reason
     whatsoever, (B) the occurrence or continuance of a Default, or
     (C) any other occurrence, event or condition, whether or not
     similar to any of the foregoing; provided, however, that each
     Lender's obligation to make Committed Loans pursuant to this
     Section 2.04(c) is subject to the conditions set forth in Section
     4.02.  No such funding of risk participations shall relieve or
     otherwise impair the obligation of the Borrower to repay Swing
     Line Loans, together with interest as provided herein.

     (d)  Repayment of Participations.

          (i)  At any time after any Lender has purchased and funded a risk
     participation in a Swing Line Loan, if the Swing Line Lender
     receives any payment on account of such Swing Line Loan, the
     Swing Line Lender will distribute to such Lender its Applicable
     Percentage of such payment (appropriately adjusted, in the case
     of interest payments, to reflect the period of time during which
     such Lender's risk participation was funded) in the same funds as
     those received by the Swing Line Lender.

          (ii) If any payment received by the Swing Line Lender in respect
     of principal or interest on any Swing Line Loan is required to be
     returned by the Swing Line Lender under any of the circumstances
     described in Section 10.05 (including pursuant to any settlement
     entered into by the Swing Line Lender in its discretion), each
     Lender shall pay to the Swing Line Lender its Applicable
     Percentage thereof on demand of the Administrative Agent, plus
     interest thereon from the date of such demand to the date such
     amount is returned, at a rate per annum equal to the Federal
     Funds Rate.  The Administrative Agent will make such demand upon
     the request of the Swing Line Lender.  The obligations of the
     Lenders under this clause shall survive the payment in full of
     the Obligations and the termination of this Agreement.

     (e)  Interest for Account of Swing Line Lender.  The Swing Line
Lender  shall  be  responsible for  invoicing  the  Borrower  for
interest  on the Swing Line Loans.  Until each Lender  funds  its
Base  Rate Committed Loan or risk participation pursuant to  this
Section 2.04 to refinance such Lender's Applicable Percentage  of
any  Swing  Line  Loan, interest in respect  of  such  Applicable
Percentage  shall  be solely for the account of  the  Swing  Line
Lender.

     (f)  Payments Directly to Swing Line Lender.  The Borrower shall
make all payments of principal and interest in respect of the
Swing Line Loans directly to the Swing Line Lender.

<PAGE> 36

     2.05 Prepayments.  (a) The Borrower may, upon notice from the
Borrower to the Administrative Agent, at any time or from time to
time  voluntarily  prepay Committed Loans in  whole  or  in  part
without premium or penalty; provided that (i) such notice must be
received  by the Administrative Agent not later than  10:00  a.m.
(A)  three  Business  Days prior to any  date  of  prepayment  of
Eurodollar Rate Loans, and (B) on the date of prepayment of  Base
Rate  Committed  Loans; (ii) any prepayment  of  Eurodollar  Rate
Loans  denominated in Dollars shall be in a principal  amount  of
$5,000,000  or a whole multiple of $1,000,000 in excess  thereof;
and (iii) any prepayment of Base Rate Committed Loans shall be in
a principal amount of $500,000 or a whole multiple of $100,000 in
excess  thereof  or, in each case, if less, the entire  principal
amount  thereof then outstanding.  Each such notice shall specify
the  date  and  amount  of such prepayment  and  the  Type(s)  of
Committed Loans to be prepaid and, if Eurodollar Loans are to  be
prepaid,   the   Interest   Period(s)   of   such   Loans.    The
Administrative  Agent will promptly notify  each  Lender  of  its
receipt  of each such notice, and of the amount of such  Lender's
Applicable  Percentage of such prepayment.   If  such  notice  is
given  by  the Borrower, the applicable Borrower shall make  such
prepayment and the payment amount specified in such notice  shall
be due and payable on the date specified therein.  Any prepayment
of  a  Eurodollar Rate Loan shall be accompanied by  all  accrued
interest  on  the  amount prepaid, together with  any  additional
amounts  required pursuant to Section 3.05.  Each such prepayment
shall  be  applied  to  the Committed Loans  of  the  Lenders  in
accordance with their respective Applicable Percentages.

     (b)  The Borrower may, upon notice to the Swing Line Lender (with
a  copy to the Administrative Agent), at any time or from time to
time,  voluntarily prepay Swing Line Loans in whole  or  in  part
without premium or penalty; provided that (i) such notice must be
received  by  the Swing Line Lender and the Administrative  Agent
not later than 10:00 a.m. on the date of the prepayment, and (ii)
any  such  prepayment shall be in a minimum principal  amount  of
$100,000.  Each such notice shall specify the date and amount  of
such  prepayment.  If such notice is given by the  Borrower,  the
Borrower  shall  make  such prepayment  and  the  payment  amount
specified  in such notice shall be due and payable  on  the  date
specified therein.

     (c)  If the Administrative Agent notifies the Borrower at any
time that the Total Outstandings at such time exceed the
Aggregate Commitments then in effect, then, within two Business
Days after receipt of such notice, the Borrower shall prepay
Loans and/or the Borrower shall Cash Collateralize the L/C
Obligations in an aggregate amount equal to such excess;
provided, however, that the Borrower shall not be required to
Cash Collateralize the L/C Obligations pursuant to this Section
2.05(c) unless after the prepayment in full of the Loans the
Total Outstandings exceed the Aggregate Commitments then in
effect.

     2.06 Termination or Reduction of Commitments.  The Borrower may,
upon  notice to the Administrative Agent, terminate the Aggregate
Commitments,  or  from  time  to  time  permanently  reduce   the
Aggregate Commitments; provided that (i) any such notice shall be
received  by the Administrative Agent not later than  10:00  a.m.
five Business Days prior to the date of termination or reduction,
(ii)  any such partial reduction shall be in an aggregate  amount
of  $10,000,000  or  any whole multiple of $1,000,000  in  excess
thereof,  (iii) the Borrower shall not terminate  or  reduce  the
Aggregate Commitments if, after giving effect thereto and to  any
concurrent  prepayments hereunder, the Total  Outstandings  would
exceed  the  Aggregate  Commitments, and (iv)  if,  after  giving
effect  to any reduction of the Aggregate Commitments, the Letter
of  Credit Sublimit or the Swing Line Sublimit exceeds the amount
of   the   Aggregate

<PAGE> 37

Commitments,  such   Sublimit   shall   be automatically  reduced
by  the  amount  of  such  excess.  The Administrative Agent will
promptly notify the Lenders of any such notice  of termination or
reduction  of the  Aggregate Commitments. Any  reduction  of  the
Aggregate Commitments shall be applied to the Commitment of  each
Lender according to its Applicable Percentage.   All fees accrued
until the effective  date  of  any termination  of the  Aggregate
Commitments   shall  be  paid  on  the  effective  date  of  such
termination.

     2.07 Repayment of Loans.  (a) The Borrower shall repay to the
Lenders on the Maturity Date the aggregate principal amount of
Committed Loans made to the Borrower outstanding on such date.

     (b)  The Borrower shall repay each Swing Line Loan on the earlier
to  occur  of (i) the date ten Business Days after such  Loan  is
made and (ii) the Maturity Date.

     2.08 Interest.  (a) Subject to the provisions of subsection (b)
below,  (i) each Eurodollar Rate Loan shall bear interest on  the
outstanding principal amount thereof for each Interest Period  at
a  rate  per annum equal to the Eurodollar Rate for such Interest
Period  plus  the Applicable Rate; (ii) each Base Rate  Committed
Loan  shall  bear  interest on the outstanding  principal  amount
thereof  from the applicable borrowing date at a rate  per  annum
equal  to the Base Rate plus the Applicable Rate; and (iii)  each
Swing  Line Loan shall bear interest on the outstanding principal
amount  thereof from the applicable borrowing date at a rate  per
annum equal to the Base Rate plus the Applicable Rate.

     (b)  (i)  If any amount of principal of any Loan is not paid
     when  due  (without regard to any applicable grace periods),
     whether  at  stated maturity, by acceleration or  otherwise,
     such  amount shall thereafter bear interest at a fluctuating
     interest  rate per annum at all times equal to  the  Default
     Rate to the fullest extent permitted by applicable Laws.

          (ii) If any amount (other than principal of any Loan) payable by
     the  Borrower under any Loan Document is not paid  when  due
     (without regard to any applicable grace periods), whether at
     stated maturity, by acceleration or otherwise, then upon the
     request of the Required Lenders, such amount shall thereafter
     bear interest at a fluctuating interest rate per annum at all
     times equal to the Default Rate to the fullest extent permitted
     by applicable Laws.

          (iii) Upon the request of the Required Lenders, while any
     Event of Default exists, the Borrower shall pay interest on the
     principal amount of all outstanding Obligations hereunder at a
     fluctuating interest rate per annum at all times equal to the
     Default Rate to the fullest extent permitted by applicable Laws.

          (iv) Accrued and unpaid interest on past due amounts (including
     interest on past due interest) shall be due and payable upon
     demand.

     (c)  Interest on each Loan shall be due and payable in arrears on
each  Interest Payment Date applicable thereto and at such  other
times  as  may be specified herein.  Interest hereunder shall  be
due  and  payable in accordance with the terms hereof before  and after

<PAGE> 38

judgment, and before and after the commencement of any proceeding under
any Debtor Relief Law.

     2.09 Fees.  In addition to certain fees described in subsections
(i) and (j) of Section 2.03:

     (a)  Facility Fee.  The Borrower shall pay to the Administrative
Agent  for  the  account of each Lender in  accordance  with  its
Applicable  Percentage, a facility fee equal  to  the  Applicable
Rate  times  the actual daily amount of the Aggregate Commitments
(or,  if  the  Aggregate  Commitments  have  terminated,  on  the
Outstanding Amount of all Committed Loans, Swing Line  Loans  and
L/C  Obligations), regardless of usage.  The facility  fee  shall
accrue   at  all  times  during  the  Availability  Period   (and
thereafter  so long as any Committed Loans, Swing Line  Loans  or
L/C Obligations remain outstanding), including at any time during
which one or more of the conditions in Article IV is not met, and
shall  be  due  and  payable quarterly in  arrears  on  the  last
Business  Day  of  each  March,  June,  September  and  December,
commencing  with the first such date to occur after  the  Closing
Date, and on the Maturity Date (and, if applicable, thereafter on
demand).   The  facility  fee shall be  calculated  quarterly  in
arrears, and if there is any change in the Applicable Rate during
any  quarter,  the  actual daily amount  shall  be  computed  and
multiplied  by  the Applicable Rate separately  for  each  period
during such quarter that such Applicable Rate was in effect.

     (b)  Other Fees.  (i) The Borrower shall pay to the Arrangers and
the Administrative Agent for their own respective accounts fees
in the amounts and at the times specified in the Fee Letter.
Such fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever.

     (ii)  The  Borrower shall pay to the Lenders  such  fees  as
shall  have been separately agreed upon in writing in the amounts
and  at  the times so specified.  Such fees shall be fully earned
when paid and shall not be refundable for any reason whatsoever.

     2.10 Computation of Interest and Fees.  All computations  of
interest for Base Rate Loans when the Base Rate is determined  by
Bank  of America's "prime rate" shall be made on the basis  of  a
year  of  365  or 366 days, as the case may be, and  actual  days
elapsed.   All other computations of fees and interest  shall  be
made  on  the  basis  of a 360-day year and actual  days  elapsed
(which  results  in  more fees or interest, as applicable,  being
paid  than if computed on the basis of a 365-day year).  Interest
shall  accrue on each Loan for the day on which the Loan is made,
and  shall not accrue on a Loan, or any portion thereof, for  the
day  on which the Loan or such portion is paid, provided that any
Loan  that  is repaid on the same day on which it is made  shall,
subject  to  Section 2.12(a), bear interest for  one  day.   Each
determination by the Administrative Agent of an interest rate  or
fee  hereunder shall be conclusive and binding for all  purposes,
absent manifest error.

     2.11 Evidence of Debt.  (a) The Credit Extensions made by each
Lender shall be evidenced by one or more accounts or records
maintained by such Lender and by the Administrative Agent in the
ordinary course of business.  The accounts or records maintained
by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Credit Extensions made
by the Lenders to the Borrower and the interest and

<PAGE> 39

payments thereon.  Any failure to so record or any error in doing
so shall not, however, limit or otherwise affect the obligation of
the Borrower hereunder to pay any amount owing with respect to the
Obligations.  In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records
of the Administrative Agent in respect of such matters, the
accounts and records of the Administrative Agent shall control in
the absence of manifest error.  Upon the request of any Lender to
a Borrower made through the Administrative Agent, the Borrower
shall execute and deliver to such Lender (through the
Administrative Agent) a Note, which shall evidence such Lender's
Loans to the Borrower in addition to such accounts or records.
Each Lender may attach schedules to a Note and endorse thereon
the date, Type (if applicable), amount and maturity of its Loans
and payments with respect thereto.

     (b)  In addition to the accounts and records referred to  in
subsection  (a), each Lender and the Administrative  Agent  shall
maintain  in  accordance  with its  usual  practice  accounts  or
records  evidencing the purchases and sales  by  such  Lender  of
participations in Letters of Credit and Swing Line Loans.  In the
event of any conflict between the accounts and records maintained
by  the Administrative Agent and the accounts and records of  any
Lender  in  respect of such matters, the accounts and records  of
the Administrative Agent shall control in the absence of manifest
error.

     2.12 Payments Generally; Administrative Agent's Clawback.  (a)
General.  All payments to be made by the Borrower shall  be  made
without  condition  or  deduction for any counterclaim,  defense,
recoupment  or  setoff.  Except as otherwise  expressly  provided
herein,  all payments by the Borrower hereunder shall be made  to
the  Administrative  Agent,  for the account  of  the  respective
Lenders  to  which  such payment is owed, at  the  Administrative
Agent's Office in Dollars and in immediately available funds  not
later  than  11:00  a.m.  on  the  date  specified  herein.   The
Administrative Agent will promptly distribute to each Lender  its
Applicable  Percentage  (or other applicable  share  as  provided
herein)  of  such  payment  in like funds  as  received  by  wire
transfer  to such Lender's Lending Office.  All payments received
by  the Administrative Agent after 11:00 a.m. shall in each  case
be  deemed received on the next succeeding Business Day  and  any
applicable  interest or fee shall continue  to  accrue.   If  any
payment to be made by the Borrower shall come due on a day  other
than  a Business Day, payment shall be made on the next following
Business  Day, and such extension of time shall be  reflected  in
computing interest or fees, as the case may be.

     (b)  (i)  Funding by Lenders; Presumption by Administrative
Agent.   Unless  the  Administrative Agent  shall  have  received
notice  from a Lender prior to the proposed date of any Committed
Borrowing  that  such  Lender will  not  make  available  to  the
Administrative  Agent  such  Lender's  share  of  such  Committed
Borrowing,  the Administrative Agent may assume that such  Lender
has  made  such  share available on such date in accordance  with
Section  2.02  and  may, in reliance upon such  assumption,  make
available to the Borrower a corresponding amount.  In such event,
if  a  Lender  has not in fact made its share of  the  applicable
Committed  Borrowing  or available to the  Administrative  Agent,
then  the  applicable Lender and the Borrower severally agree  to
pay   to  the  Administrative  Agent  forthwith  on  demand  such
corresponding amount in immediately available funds with interest
thereon, for each day from and including the date such amount  is
made  available  to  the Borrower to but excluding  the  date  of
payment  to  the Administrative Agent, at (A) in the  case  of  a
payment  to  be made by such Lender, the greater of  the  Federal
Funds  Rate  and  a  rate determined in accordance  with  banking
industry rules on

<PAGE> 40

interbank   compensation    and  (B)  in    the    case    of   a
payment  to be made by the Borrower, the interest rate applicable
to  Base  Rate Loans.  If the Borrower and such Lender shall  pay
such  interest  to the Administrative Agent for the  same  or  an
overlapping period, the Administrative Agent shall promptly remit
to  the Borrower the amount of such interest paid by the Borrower
for such period.  If such Lender pays its share of the applicable
Committed Borrowing to the Administrative Agent, then the  amount
so paid shall constitute such Lender's Committed Loan included in
such  Committed Borrowing.  Any payment by the Borrower shall  be
without  prejudice to any claim the Borrower may have  against  a
Lender  that  shall  have  failed to make  such  payment  to  the
Administrative Agent.

          (ii)  Payments  by Borrower; Presumptions by  Administrative
Agent.   Unless  the  Administrative Agent  shall  have  received
notice  from the Borrower prior to the date on which any  payment
is due to the Administrative Agent for the account of the Lenders
or  the L/C Issuer hereunder that the Borrower will not make such
payment,  the  Administrative Agent may assume that the  Borrower
has  made  such payment on such date in accordance  herewith  and
may,  in reliance upon such assumption, distribute to the Lenders
or  the L/C Issuer, as the case may be, the amount due.  In  such
event,  if  the Borrower has not in fact made such payment,  then
each  of  the  Lenders or the L/C Issuer, as  the  case  may  be,
severally  agrees to repay to the Administrative Agent  forthwith
on  demand  the amount so distributed to such Lender or  the  L/C
Issuer, in immediately available funds with interest thereon, for
each  day  from and including the date such amount is distributed
to  it to but excluding the date of payment to the Administrative
Agent,  at  the  greater of the Federal Funds  Rate  and  a  rate
determined in accordance with banking industry rules on interbank
compensation.

     A  notice  of  the  Administrative Agent to  any  Lender  or
Borrower  with respect to any amount owing under this  subsection
(b) shall be conclusive, absent manifest error.

     (c)  Failure to Satisfy Conditions Precedent.  If any Lender
makes available to the Administrative Agent funds for any Loan to
be  made  by  such  Lender to the Borrower, as  provided  in  the
foregoing provisions of this Article II, and such funds  are  not
made  available  to  the  Borrower by  the  Administrative  Agent
because  the  conditions to the applicable Credit  Extension  set
forth  in  Article IV are not satisfied or waived  in  accordance
with the terms hereof, the Administrative Agent shall return such
funds  (in  like  funds  as received from such  Lender)  to  such
Lender, without interest.

     (d)  Obligations of Lenders Several.  The obligations of the
Lenders hereunder to make Committed Loans, to fund participations
in Letters of Credit and Swing Line Loans and to make payments
pursuant to Section 10.04(c) are several and not joint.  The
failure of any Lender to make any Committed Loan, to fund any
such participation or to make any payment under Section 10.04(c)
on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender
to so make its Committed Loan, to purchase its participation or
to make its payment under Section 10.04(c).

     (e)  Funding Source.  Nothing herein shall be deemed to obligate
any Lender to obtain the funds for any Loan in any particular
place or manner or to constitute a representation by any

<PAGE> 41

Lender that it has obtained or will obtain the funds for any Loan in any
particular place or manner.

     2.13 Sharing of Payments by Lenders.  If any Lender shall, by
exercising  any  right  of setoff or counterclaim  or  otherwise,
obtain payment in respect of any principal of or interest on  any
of  the Committed Loans made by it, or the participations in  L/C
Obligations or in Swing Line Loans held by it resulting  in  such
Lender's  receiving  payment  of a proportion  of  the  aggregate
amount  of  such  Committed Loans or participations  and  accrued
interest  thereon  greater than its pro  rata  share  thereof  as
provided   herein,  then  the  Lender  receiving   such   greater
proportion  shall  (a) notify the Administrative  Agent  of  such
fact, and (b) purchase (for cash at face value) participations in
the  Committed Loans and subparticipations in the L/C Obligations
and  Swing  Line Loans of the other Lenders, or make  such  other
adjustments  as  shall be equitable, so that the benefit  of  all
such  payments  shall  be  shared  by  the  Lenders  ratably   in
accordance with the aggregate amount of principal of and  accrued
interest  on  their respective Committed Loans and other  amounts
owing them, provided that:

          (i)  if any such participations or subparticipations are
     purchased and all or any portion of the payment giving  rise
     thereto is recovered, such participations or subparticipations
     shall be rescinded and the purchase price restored to the extent
     of such recovery, without interest; and

          (ii) the provisions of this Section shall not be construed to
     apply to (x) any payment made by a Borrower pursuant to and in
     accordance with the express terms of this Agreement or (y) any
     payment obtained by a Lender as consideration for the assignment
     of or sale of a participation in any of its Committed Loans or
     subparticipations in L/C Obligations or Swing Line Loans to any
     assignee or participant, other than to the Borrower or any
     Subsidiary thereof (as to which the provisions of this Section
     shall apply).

     The  Borrower consents to the foregoing and agrees,  to  the
extent  it may effectively do so under applicable law,  that  any
Lender  acquiring  a  participation  pursuant  to  the  foregoing
arrangements may exercise against the Borrower rights  of  setoff
and  counterclaim with respect to such participation as fully  as
if  such  Lender  were a direct creditor of the Borrower  in  the
amount of such participation.

     2.14 Increase in Commitments.

     (a)  Request for Increase.  Provided there exists no Default and
the  Borrower  has made no voluntary reduction of  the  Aggregate
Commitments  pursuant  to  Section  2.06,  upon  notice  to   the
Administrative Agent (which shall promptly notify  the  Lenders),
the  Borrower may from time to time, request an increase  in  the
Aggregate  Commitments by an amount (for all such  requests)  not
exceeding $50,000,000; provided that (i) any such request for  an
increase  shall be in a minimum amount of $10,000,000,  and  (ii)
the  Borrower may make a maximum of three such requests.  At  the
time  of sending such notice, the Borrower (in consultation  with
the  Administrative Agent) shall specify the time  period  within
which  each  Lender is requested to respond (which  shall  in  no
event be less than ten Business Days from the date of delivery of
such notice to the Lenders).

<PAGE> 42

     (b)  Lender Elections to Increase.  Each Lender shall notify the
Administrative Agent within such time period whether or not it
agrees to increase its Commitment and, if so, whether by an
amount equal to, greater than, or less than its Applicable
Percentage of such requested increase.  Any Lender not responding
within such time period shall be deemed to have declined to
increase its Commitment.

     (c)  Notification by Administrative Agent; Additional Lenders.
The Administrative Agent shall notify the Borrower and each
Lender of the Lenders' responses to each request made hereunder.
To achieve the full amount of a requested increase and subject to
the approval of the Administrative Agent and the L/C Issuers
(which approvals shall not be unreasonably withheld), the
Borrower may also invite additional Eligible Assignees to become
Lenders pursuant to a joinder agreement in form and substance
satisfactory to the Administrative Agent and its counsel.

     (d)  Effective Date and Allocations.  If the Aggregate
Commitments are increased in accordance with this Section, the
Administrative Agent and the Borrower shall determine the
effective date (the "Increase Effective Date") and the final
allocation of such increase.  The Administrative Agent shall
promptly notify the Borrower and the Lenders of the final
allocation of such increase and the Increase Effective Date.

     (e)  Conditions to Effectiveness of Increase.  As a condition
precedent to such increase, the Borrower shall deliver to the
Administrative Agent a certificate dated as of the Increase
Effective Date (in sufficient copies for each Lender) signed by a
Responsible Officer (i) certifying and attaching the resolutions
adopted by the Borrower approving or consenting to such increase,
and (ii) certifying that, before and after giving effect to such
increase, (A) the representations and warranties contained in
Article V and the other Loan Documents are true and correct in
all material respects on and as of the Increase Effective Date,
except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are
true and correct in all material respects as of such earlier
date, and except that for purposes of this Section 2.14, the
representations and warranties contained in subsections (a) and
(b) of Section 5.05 shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01, and (B) no Default exists.  The
Borrower shall prepay any Committed Loans outstanding on the
Increase Effective Date (and pay any additional amounts required
pursuant to Section 3.05) to the extent necessary to keep the
outstanding Committed Loans ratable with any revised Applicable
Percentages arising from any nonratable increase in the
Commitments under this Section.

     (f)  Conflicting Provisions.  This Section shall supersede any
provisions in Sections 2.13 or 10.01 to the contrary.

                          ARTICLE III.
             TAXES, YIELD PROTECTION AND ILLEGALITY

     3.01 Taxes.

     (a)  Payments Free of Taxes.  Any and all payments by or  on
account of any obligation of the Borrower hereunder or under  any
other  Loan Document shall be made free and

<PAGE> 43

clear   of   and   without   reduction  or  withholding  for  any
Indemnified  Taxes  or   Other  Taxes,  provided  that   if   the
Borrower  shall  be  required  by applicable  law  to  deduct any
Indemnified Taxes (including any Other Taxes) from such payments,
then (i)  the  sum payable  shall be  increased  as  necessary so
that after  making all required deductions  (including deductions
applicable to  additional  sums payable  under this  Section) the
Administrative Agent, Lender  or L/C  Issuer, 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  timely  pay  the   full
amount  deducted   to   the   relevant  Governmental Authority in
accordance with applicable law.

     (b)  Payment of Other Taxes by the Borrower.  Without limiting
the provisions of subsection (a) above, the Borrower shall timely
pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.

     (c)  Indemnification by the Borrower.  The Borrower shall
indemnify the Administrative Agent, each Lender and the L/C
Issuer, within 10 days after demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and any
penalties, interest and reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority; provided, that if the Borrower,
reasonably believes that such Taxes were not correctly or legally
asserted, the Administrative Agent or such Lender or the L/C
Issuer, as the case may be, will use reasonable efforts to
cooperate with the Borrower to obtain a refund of such Taxes so
long as such efforts would not, in the reasonable determination
of the Administrative Agent or such Lender or the L/C Issuer, as
the case may be, result in any additional costs, expenses or
risks or otherwise be disadvantageous to it.  A certificate as to
the amount of such payment or liability delivered to a Borrower
by a Lender or the L/C Issuer (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on
behalf of a Lender or the L/C Issuer, shall be conclusive absent
manifest error.

     (d)  Evidence of Payments.  As soon as practicable after any
payment of Indemnified Taxes or Other Taxes by the Borrower to a
Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the
Administrative Agent.

     (e)  Status of Lenders.  Any Foreign Lender that is entitled to
an exemption from or reduction of withholding tax under the law
of the jurisdiction in which a Borrower is resident for tax
purposes, or any treaty to which such jurisdiction is a party,
with respect to payments hereunder or under any other Loan
Document shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by
applicable law or reasonably requested by the Borrower or the
Administrative Agent, such properly completed and executed
documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of
withholding.  In addition, any Lender, if requested by the
Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by applicable law or reasonably
requested by the Borrower or the Administrative Agent as will

<PAGE> 44

enable the Borrower or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or
information reporting requirements.

     Without  limiting  the generality of the foregoing,  in  the
event  that a Borrower is resident for tax purposes in the United
States,  any  Foreign Lender shall deliver to  Borrower  and  the
Administrative  Agent  (in such number  of  copies  as  shall  be
requested by the recipient) on or prior to the date on which such
Foreign  Lender becomes a Lender under this Agreement  (and  from
time  to time thereafter upon the request of the Borrower or  the
Administrative Agent, but only if such Foreign Lender is  legally
entitled to do so), whichever of the following is applicable:

          (i)  duly completed copies of Internal Revenue Service Form W-
     8BEN claiming eligibility for benefits of an income tax treaty to
     which the United States is a party,

          (ii) duly completed copies of Internal Revenue Service Form W-
     8ECI,

          (iii)     in the case of a Foreign Lender claiming the benefits
     of the exemption for portfolio interest under section 881(c) of
     the Code, (x) a certificate to the effect that such Foreign
     Lender is not (A) a "bank" within the meaning of section
     881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of the
     Borrower within the meaning of section 881(c)(3)(B) of the Code,
     or (C) a "controlled foreign corporation" described in section
     881(c)(3)(C) of the Code and (y) duly completed copies of
     Internal Revenue Service Form W-8BEN, or

          (iv) any other form prescribed by applicable law as a basis for
     claiming exemption from or a reduction in United States Federal
     withholding tax duly completed together with such supplementary
     documentation as may be prescribed by applicable law to permit
     the Borrower to determine the withholding or deduction required
     to be made.

     Without  limiting the obligations of the Lenders  set  forth
above  regarding  delivery  of certain  forms  and  documents  to
establish each Lender's status for U.S. withholding tax purposes,
each  Lender  agrees  promptly to deliver to  the  Administrative
Agent  or  the  Borrower,  as  the Administrative  Agent  or  the
Borrower  shall  reasonably request, on or prior to  the  Closing
Date,  and  in a timely fashion thereafter, such other  documents
and  forms required by any relevant taxing authorities under  the
Laws  of  any other jurisdiction, duly executed and completed  by
such  Lender,  as  are required under such Laws to  confirm  such
Lender's   entitlement  to  any  available  exemption  from,   or
reduction  of,  applicable withholding taxes in  respect  of  all
payments  to  be made to such Lender outside of the U.S.  by  the
Borrower  pursuant  to this Agreement or otherwise  to  establish
such  Lender's status for withholding tax purposes in such  other
jurisdiction.   Each  Lender  shall  promptly  (i)   notify   the
Administrative Agent of any change in circumstances  which  would
modify   or  render  invalid  any  such   claimed  exemption   or
reduction,  and (ii) take such steps as shall not  be  materially
disadvantageous to it, in the reasonable judgment of such Lender,
and  as may be reasonably necessary (including the re-designation
of  its  Lending Office) to avoid any requirement  of  applicable
Laws  of  any  such  jurisdiction  that  the  Borrower  make  any
deduction or withholding for taxes from amounts payable  to  such
Lender.   Additionally,  each  of  the  Borrower  shall  promptly
deliver  to  the  Administrative Agent  or  any  Lender,  as  the
Administrative Agent or such Lender shall reasonably request,  on
or prior to the

<PAGE> 45

Closing   Date,   and   in   a    timely    fashion   thereafter,
such   documents  and  forms  required  by  any  relevant  taxing
authorities under the Laws of any jurisdiction, duly executed and
completed  by  the Borrower, as are required to be  furnished  by
such  Lender  or  the  Administrative Agent under  such  Laws  in
connection  with any payment by the Administrative Agent  or  any
Lender  of Taxes or Other Taxes, or otherwise in connection  with
the Loan Documents, with respect to such jurisdiction.

     (f)  Treatment of Certain Refunds.  If the Administrative Agent,
any  Lender or the L/C Issuer determines, in its sole discretion,
that  it has received a refund of any Taxes or Other Taxes as  to
which it has been indemnified by the Borrower or with respect  to
which  the Borrower has paid additional amounts pursuant to  this
Section,  it  shall pay to the Borrower an amount equal  to  such
refund  (but  only to the extent of indemnity payments  made,  or
additional amounts paid, by the Borrower under this Section  with
respect  to the Taxes or Other Taxes giving rise to such refund),
net  of  all out-of-pocket expenses of the Administrative  Agent,
such  Lender  or the L/C Issuer, as the case may be, and  without
interest   (other  than  any  interest  paid  by   the   relevant
Governmental  Authority  with respect to such  refund),  provided
that  the Borrower, upon the request of the Administrative Agent,
such  Lender  or the L/C Issuer, agrees to repay the amount  paid
over  to  the  Borrower (plus any penalties,  interest  or  other
charges  imposed by the relevant Governmental Authority)  to  the
Administrative Agent, such Lender or the L/C Issuer in the  event
the  Administrative  Agent, such Lender  or  the  L/C  Issuer  is
required  to  repay  such refund to such Governmental  Authority.
This   subsection  shall  not  be  construed   to   require   the
Administrative  Agent,  any Lender or  the  L/C  Issuer  to  make
available  its tax returns (or any other information relating  to
its  taxes  that  it deems confidential) to the Borrower  or  any
other Person.

     3.02 Illegality.  If any Lender determines that any Law has made
it unlawful, or that any Governmental Authority has asserted that
it  is  unlawful, for any Lender or its applicable Lending Office
to  make, maintain or fund Eurodollar Rate Loans, or to determine
or  charge interest rates based upon the Eurodollar Rate, or  any
Governmental Authority has imposed material restrictions  on  the
authority of such Lender to purchase or sell, or to take deposits
of,  Dollars  in  the London interbank market,  then,  on  notice
thereof by such Lender to the Borrower through the Administrative
Agent,  any  obligation  of  such  Lender  to  make  or  continue
Eurodollar  Rate  Loans to convert Base Rate Committed  Loans  to
Eurodollar  Rate  Loans,  shall be suspended  until  such  Lender
notifies  the  Administrative Agent and  the  Borrower  that  the
circumstances giving rise to such determination no longer  exist.
Upon receipt of such notice, the Borrower shall, upon demand from
such Lender (with a copy to the Administrative Agent), prepay or,
if  applicable, convert all such Eurodollar Rate  Loans  of  such
Lender to Base Rate Loans, either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain
such  Eurodollar Rate Loans to such day, or immediately, if  such
Lender may not lawfully continue to maintain such Eurodollar Rate
Loans.   Upon  any  such prepayment or conversion,  the  Borrower
shall  also  pay  accrued interest on the amount  so  prepaid  or
converted.

     3.03 Inability to Determine Rates.  If the Required Lenders
determine that for any reason in connection with any request for
a Eurodollar Rate Loan or a conversion to or continuation thereof
that (a) Dollar deposits are not being offered to banks in the
London offshore interbank eurodollar market for the applicable
amount and Interest Period of such Eurodollar Rate Loan, (b)
adequate and reasonable means do not exist for determining the

<PAGE> 46

Eurodollar Rate for any requested Interest Period with respect to
a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for
any requested Interest Period with respect to a proposed
Eurodollar Rate Loan does not adequately and fairly reflect the
cost to such Lenders of funding such Eurodollar Rate Loan, the
Administrative Agent will promptly so notify the Borrower and
each Lender.  Thereafter, the obligation of the Lenders to make
or maintain Eurodollar Rate Loans shall be suspended until the
Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice.  Upon receipt of such notice, the
Borrower may revoke any pending request for a Borrowing of,
conversion to or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into
a request for a Committed Borrowing of Base Rate Loans in the
amount specified therein.

     3.04 Increased Costs; Reserves on Eurodollar Rate Loans.

     (a)  Increased Costs Generally.  If any Change in Law shall:

          (i)  (i)       impose, modify or deem applicable any reserve,
     special deposit, compulsory loan, insurance charge or similar
     requirement against assets of, deposits with or for the account
     of, or credit extended or participated in by, any Lender (except
     any reserve requirement contemplated by Section 3.04(e));

          (ii) subject any Lender or the L/C Issuer to any tax of any kind
     whatsoever with respect to this Agreement, any Letter of Credit,
     any participation in a Letter of Credit or any Eurodollar Loan
     made by it, or change the basis of taxation of payments to such
     Lender or the L/C Issuer in respect thereof (except for
     Indemnified Taxes or Other Taxes covered by Section 3.01 and the
     imposition of, or any change in the rate of, any Excluded Tax
     payable by such Lender or the L/C Issuer);

          (iii)     impose on any Lender or the L/C Issuer or the London
     interbank market any other condition, cost or expense affecting
     this Agreement or Eurodollar Loans made by such Lender or any
     Letter of Credit or participation therein;

and  the result of any of the foregoing shall be to increase  the
cost  to such Lender of making or maintaining any Eurodollar Loan
(or  of maintaining its obligation to make any such Loan), or  to
increase   the  cost  to  such  Lender  or  the  L/C  Issuer   of
participating in, issuing or maintaining any Letter of Credit (or
of  maintaining its obligation to participate in or to issue  any
Letter of Credit), or to reduce the amount of any sum received or
receivable by such Lender or the L/C Issuer hereunder (whether of
principal,  interest or any other amount) then, upon  request  of
such  Lender  or the L/C Issuer, the Borrower will  pay  to  such
Lender  or  the  L/C Issuer, as the case may be, such  additional
amount  or  amounts  as will compensate such Lender  or  the  L/C
Issuer, as the case may be, for such additional costs incurred or
reduction suffered.

     (b)   Capital Requirements.  If any Lender or the L/C Issuer
determines  that any Change in Law affecting such Lender  or  the
L/C  Issuer or any Lending Office of such Lender or such Lender's
or  the  L/C Issuer's holding company, if any, regarding  capital
requirements has or would have the effect of reducing the rate of
return  on  such Lender's or the L/C Issuer's capital or  on  the
capital of such Lender's or the L/C Issuer's holding company,  if
any,  as a consequence of this Agreement, the Commitments of such
Lender  or  the  Loans made by, or participations in

<PAGE> 47

Letters  of Credit held by, such Lender, or the Letters of Credit
issued by the L/C Issuer, to a level below that which such Lender
or  the  L/C  Issuer or such Lender's or the L/C Issuer's holding
company could have achieved  but for such Change in  Law  (taking
into consideration such Lender's or the L/C Issuer's policies and
the policies of such Lender's or the L/C Issuer's holding company
with  respect to capital adequacy), then from time  to  time  the
Borrower  will pay to such Lender or the L/C Issuer, as the  case
may be, such additional amount or amounts as will compensate such
Lender  or  the L/C Issuer or such Lender's or the  L/C  Issuer's
holding company for any such reduction suffered.

     (c)  Certificates for Reimbursement.  A certificate of a Lender
or the L/C Issuer setting forth in reasonable detail the amount
necessary to compensate such Lender or the L/C Issuer or its
holding company, as the case may be, as specified in subsection
(a) or (b) of this Section and the manner of determining such
amount and delivered to the Borrower shall be conclusive absent
manifest error.  The Borrower shall pay such Lender or the L/C
Issuer, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

     (d)  Delay in Requests.  Failure or delay on the part of any
Lender or the L/C Issuer to demand compensation pursuant to the
foregoing provisions of this Section shall not constitute a
waiver of such Lender's or the L/C Issuer's right to demand such
compensation, provided that the Borrower shall not be required to
compensate a Lender or the L/C Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or
reductions suffered more than nine months prior to the date that
such Lender or the L/C Issuer, as the case may be, notifies the
Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender's or the L/C Issuer's intention
to claim compensation therefor (except that, if the Change in Law
giving rise to such increased costs or reductions is retroactive,
then the nine-month period referred to above shall be extended to
include the period of retroactive effect thereof).

     (e)  Additional Reserve Requirements.  The Borrower shall pay to
each Lender, (i) as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits
(currently known as "Eurocurrency liabilities"), additional
interest on the unpaid principal amount of each Eurodollar Rate
Loan equal to the actual costs of such reserves allocated to such
Loan by such Lender (as determined by such Lender in good faith,
which determination shall be conclusive), which shall be due and
payable on each date on which interest is payable on such Loan,
provided the Borrower shall have received at least 10 days' prior
notice (with a copy to the Administrative Agent) of such
additional interest or costs from such Lender.  If a Lender fails
to give notice 10 days prior to the relevant Interest Payment
Date, such additional interest or costs shall be due and payable
10 days from receipt of such notice.

     3.05 Compensation for Losses.  Upon demand of any Lender (with a
copy to the Administrative Agent) from time to time, the Borrower
shall  promptly compensate such Lender for and hold  such  Lender
harmless  from  any loss, cost or expense incurred  by  it  as  a
result of:

     (a)  any continuation, conversion, payment or prepayment of any
Loan other than a Base Rate Loan on a day other than the last day
of   the  Interest  Period  for  such  Loan  (whether  voluntary,
mandatory, automatic, by reason of acceleration, or otherwise);

<PAGE> 48

     (b)  any failure by the Borrower (for a reason other than the
failure of such Lender to make a Loan) to prepay, borrow,
continue or convert any Loan other than a Base Rate Loan on the
date or in the amount notified by the Borrower;

     (c)  any assignment of a Eurodollar Rate Loan on a day other than
the last day of the Interest Period therefor as a result of a
request by the Borrower pursuant to Section 10.13;

including  any  loss or expense arising from the  liquidation  or
reemployment of funds obtained by it to maintain such Loan,  from
fees payable to terminate the deposits from which such funds were
obtained.    The   Borrower   shall  also   pay   any   customary
administrative fees charged by such Lender in connection with the
foregoing.

For  purposes of calculating amounts payable by the  Borrower  to
the  Lenders under this Section 3.05, each Lender shall be deemed
to  have  funded  each Eurodollar Rate Loan made  by  it  at  the
Eurodollar  Rate  for such Loan by a matching  deposit  or  other
borrowing  in  the  London  interbank  eurodollar  market  for  a
comparable  amount and for a comparable period,  whether  or  not
such Eurodollar Rate Loan was in fact so funded.  Any demand  for
compensation shall set forth in reasonable detail the amount  and
method of determining the loss, cost or expenses claimed.

     3.06 Mitigation Obligations; Replacement of Lenders.

     (a)  Designation of a Different Lending Office.  If any Lender
requests  compensation under Section 3.04,  or  the  Borrower  is
required  to  pay  any additional amount to  any  Lender  or  any
Governmental Authority for the account of any Lender pursuant  to
Section 3.01, or if any Lender gives a notice pursuant to Section
3.02,  then such Lender shall use reasonable efforts to designate
a  different  Lending  Office for funding or  booking  its  Loans
hereunder  or  to assign its rights and obligations hereunder  to
another  of  its  offices, branches or  affiliates,  if,  in  the
judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section  3.01  or
3.04,  as  the case may be, in the future, or eliminate the  need
for  the notice pursuant to Section 3.02, as applicable, and (ii)
in  each  case, would not subject such Lender to any unreimbursed
cost  or  expense  and would not otherwise be disadvantageous  to
such  Lender.   The Borrower hereby agrees to pay all  reasonable
costs and expenses incurred by any Lender in connection with  any
such designation or assignment.

     (b)  Replacement of Lenders.  If any Lender requests compensation
under Section 3.04, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for
the account of any Lender pursuant to Section 3.01, the Borrower
may replace such Lender in accordance with Section 10.13.

     3.07  Survival.  All of the Borrower' obligations under this
Article   III   shall  survive  termination  of   the   Aggregate
Commitments and repayment of all other Obligations hereunder.

<PAGE> 49


                           ARTICLE IV.
            CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

     4.01 Conditions of Initial Credit Extension.  The obligation of
the  L/C  Issuer  and  each  Lender to make  its  initial  Credit
Extension  hereunder is subject to satisfaction of the  following
conditions precedent:

     (a)  The Administrative Agent's receipt of the following, each of
which  shall  be  originals or telecopies (followed  promptly  by
originals) unless otherwise specified, each properly executed  by
a  Responsible Officer, each dated the Closing Date (or,  in  the
case  of  certificates of governmental officials, a  recent  date
before   the  Closing  Date)  and  each  in  form  and  substance
satisfactory to the Administrative Agent and each of the Lenders:

          (i)  executed counterparts of this Agreement, sufficient in
     number for distribution to the Administrative Agent, each Lender
     and the Borrower;

          (ii) Notes executed by the Borrower in favor of each Lender
     requesting Notes;

          (iii)     such certificates of resolutions or other action,
     incumbency certificates and/or other certificates of Responsible
     Officers as the Administrative Agent may require evidencing the
     identity, authority and capacity of such Responsible Officers in
     connection with this Agreement and the other Loan Documents;

          (iv) such documents and certifications as the Administrative
     Agent may reasonably require to evidence that the Borrower is
     duly organized, is validly existing, in good standing and
     qualified to engage in business in each jurisdiction where its
     ownership, lease or operation of properties or the conduct of its
     business requires such qualification, except to the extent that
     failure to do so could not reasonably be expected to have a
     Material Adverse Effect;

          (v)  a favorable opinion of Shook, Hardy & Bacon, L.L.P., counsel
     to the Borrower, addressed to the Administrative Agent and each
     Lender, as to the matters set forth in Exhibit F-1 and such other
     matters concerning the Borrower and the Loan Documents as the
     Required Lenders may reasonably request;

          (vi) a favorable opinion of Helms Mulliss & Wicker, PLLC, counsel
     to the Administrative Agent, addressed to the Administrative
     Agent and each Lender, as to the matters set forth in Exhibit F-2
     and such other matters concerning the Loan Documents as the
     Required Lenders may reasonably request;

          (vii)     a certificate of a Responsible Officer either (A)
     attaching copies of all consents, licenses and approvals required
     in connection with the execution, delivery and performance by the
     Borrower and the validity against the Borrower of the Loan
     Documents, and such consents, licenses and approvals shall be in
     full force and effect, or (B) stating that no such consents,
     licenses or approvals are so required;

          (viii)    a certificate signed by a Responsible Officer of the
     Borrower certifying (A) that attached thereto is a true and
     correct copy of each of the Seaboard Overseas

<PAGE> 50

     Credit Facility, the 1993 Senior Note Agreements, 1995 Senior Note
     Agreements and the 2002 Senior Note Agreements, (B) that the conditions
     specified in Sections 4.02(a) and (b) have been satisfied, (C)
     that there has been no event or circumstance since the date of
     the Audited Financial Statements that has had or could be
     reasonably expected to have, either individually or in the
     aggregate, a Material Adverse Effect; and (D) a calculation of
     the Consolidated Leverage Ratio as of October 2, 2004; and

          (ix) such other assurances, certificates, documents, consents or
     opinions as the Administrative Agent, the L/C Issuer, the Swing
     Line Lender or the Required Lenders reasonably may require.

     (b)  Any fees required to be paid on or before the Closing Date
shall have been paid.

     (c)  Unless waived by the Administrative Agent, the Borrower
shall have paid all fees, charges and disbursements of counsel to
the Administrative Agent to the extent invoiced prior to or on
the Closing Date, plus such additional amounts of such fees,
charges and disbursements as shall constitute its reasonable
estimate of such fees, charges and disbursements incurred or to
be incurred by it through the closing proceedings (provided that
such estimate shall not thereafter preclude a final settling of
accounts between the Borrower and the Administrative Agent).

     Without limiting the generality of the provisions of Section
9.04,  for purposes of determining compliance with the conditions
specified in this Section 4.01, each Lender that has signed  this
Agreement  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 a Lender unless the Administrative
Agent  shall have received notice from such Lender prior  to  the
proposed Closing Date specifying its objection thereto.

     4.02 Conditions to all Credit Extensions.  The obligation of each
Lender  to honor any Request for Credit Extension (other  than  a
Committed  Loan Notice requesting only a conversion of  Committed
Loans  to  the  other Type, or a continuation of Eurodollar  Rate
Loans) is subject to the following conditions precedent:

     (a)  The representations and warranties of the Borrower contained
in  Article  V  and each other Loan Document or in  any  document
furnished  at  any  time  under  or  in  connection  herewith  or
therewith, shall be true and correct in all material respects  on
and as of the date of such Credit Extension, except to the extent
that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct in all
material  respects as of such earlier date, and except  that  for
purposes of this Section 4.02, the representations and warranties
contained  in  subsections (a) and (b) of Section 5.05  shall  be
deemed  to refer to the most recent statements furnished pursuant
to clauses (a) and (b), respectively, of Section 6.01.

     (b)  No Default shall exist, or would result from such proposed
Credit Extension or the application of the proceeds thereof.

     (c)  The Administrative Agent and, if applicable, the L/C Issuer
or the Swing Line Lender shall have received a Request for Credit
Extension in accordance with the requirements hereof.

<PAGE> 51

     Each  Request for Credit Extension (other than  a  Committed
Loan  Notice requesting only a conversion of Committed  Loans  to
the  other  Type  or  a  continuation of Eurodollar  Rate  Loans)
submitted  by the Borrower shall be deemed to be a representation
and  warranty  that the conditions specified in Sections  4.02(a)
and  (b)  have  been  satisfied on and as  of  the  date  of  the
applicable Credit Extension.


                           ARTICLE V.
                 REPRESENTATIONS AND WARRANTIES

     The  Borrower  represents and warrants to the Administrative
Agent and the Lenders that:

     5.01 Existence, Qualification and Power; Compliance with Laws.
The Borrower and each Subsidiary thereof (a) is duly organized or
formed,  validly existing and in good standing under the Laws  of
the  jurisdiction of its incorporation or organization,  (b)  has
all  requisite power and authority and all requisite governmental
licenses, authorizations, consents and approvals to (i)  own  its
assets  and  carry on its business and (ii) execute, deliver  and
perform its obligations under the Loan Documents to which it is a
party, (c) is duly qualified and is licensed and in good standing
under the Laws of each jurisdiction where its ownership, lease or
operation  of properties or the conduct of its business  requires
such qualification or license, and (d) is in compliance with  all
Laws;  except  in each case referred to in clause (a)  (but  only
with  respect to Non-Material Subsidiaries), and clauses  (b)(i),
(c)  or  (d),  to  the extent that failure to  do  so  could  not
reasonably be expected to have a Material Adverse Effect.

     5.02 Authorization; No Contravention.  The execution, delivery
and performance by the Borrower of each Loan Document have been
duly authorized by all necessary corporate action, and do not and
will not (a) contravene the terms of any of such Person's
Organization Documents; (b) conflict with or result in any breach
or contravention of, or the creation of any Lien under, or
require any payment to be made under (i) any Contractual
Obligation to which such Person is a party or affecting such
Person or the properties of such Person or any of its
Subsidiaries or (ii) any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which such Person
or its property is subject; or (c) violate any Law.  The Borrower
and each Subsidiary thereof is in compliance with all Contractual
Obligations referred to in clause (b)(i), except to the extent
that failure to do so could not reasonably be expected to have a
Material Adverse Effect.

     5.03 Governmental Authorization; Other Consents.  No approval,
consent, exemption, authorization, or other action by, or notice
to, or filing with, any Governmental Authority or any other
Person is necessary or required in connection with the execution,
delivery or performance by, or enforcement against, the Borrower
of this Agreement or any other Loan Document.

<PAGE> 52

     5.04 Binding Effect.  This Agreement has been, and each other
Loan  Document,  when delivered hereunder, will have  been,  duly
executed   and   delivered  by  the  Borrower.   This   Agreement
constitutes, and each other Loan Document when so delivered  will
constitute,  a  legal,  valid  and  binding  obligation  of   the
Borrower, enforceable against the Borrower in accordance with its
terms,  except as enforceability may be limited by Debtor  Relief
Laws and subject to equitable remedies.

     5.05 Financial Statements; No Material Adverse Effect.

     (a)   The Audited Financial Statements (i) were prepared  in
accordance  with GAAP consistently applied throughout the  period
covered  thereby,  except as otherwise expressly  noted  therein;
(ii)  fairly  present  in  all material  respects  the  financial
condition  of  the Borrower and its Subsidiaries and Consolidated
Entities  as of the date thereof and their results of  operations
for   the   period  covered  thereby  in  accordance  with   GAAP
consistently  applied  throughout  the  period  covered  thereby,
except  as otherwise expressly noted therein; and (iii) show  all
material   indebtedness   and  other   liabilities,   direct   or
contingent, of the Borrower and its Subsidiaries and Consolidated
Entities as of the date thereof, including liabilities for taxes,
material commitments and indebtedness.

     (b)  The unaudited consolidated balance sheet of the Borrower and
its Subsidiaries and Consolidated Entities dated October 2, 2004,
and the related consolidated statements of earnings, shareholders
equity and cash flows for the fiscal quarter ended on that date
(i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise
expressly noted therein, and (ii) fairly present in all material
respects the financial condition of the Borrower and its
Subsidiaries and Consolidated Entities as of the date thereof and
their results of operations for the period covered thereby,
subject, in the case of clauses (i) and (ii), to the absence of
footnotes and to normal year-end audit adjustments.  Schedule
5.05 sets forth all material indebtedness and other liabilities,
direct or contingent, of the Borrower and its consolidated
Subsidiaries and Consolidated Entities on the Closing Date that
are not shown on such financial statements, including liabilities
for taxes, material commitments and Indebtedness.

     (c)  Since the date of the Audited Financial Statements, there
has been no event or circumstance, either individually or in the
aggregate, that has had or could reasonably be expected to have a
Material Adverse Effect.

     5.06  Litigation.  There are no actions, suits, proceedings,
claims  or disputes pending or, to the knowledge of the Borrower,
threatened or contemplated, at law, in equity, in arbitration  or
before any Governmental Authority, by or against the Borrower  or
any  of  its  Subsidiaries or against any of their properties  or
revenues  that (a) purport to affect or pertain to this Agreement
or   any   other  Loan  Document,  or  any  of  the  transactions
contemplated  hereby,  or  (b)  either  individually  or  in  the
aggregate could reasonably be expected to have a Material Adverse
Effect.

     5.07 No Default.  Neither the Borrower nor any Subsidiary is in
default under or with respect to any Contractual Obligation that
could, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.  No Default has
occurred and is

<PAGE> 53

continuing or would result from the consummation of the transactions
contemplated by this Agreement or any other Loan Document.

     5.08 Ownership of Property; Liens.  Each of the Borrower and each
Subsidiary has good record and marketable title in fee simple to,
or valid leasehold interests in, all real property necessary or
used in the ordinary conduct of its business, except for such
defects in title as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  The
property of the Borrower and its Subsidiaries is subject to no
Liens, other than Liens permitted by Section 7.01.

     5.09 Environmental Compliance.  The Borrower and its Subsidiaries
conduct in the ordinary course of business a review of the effect
of existing Environmental Laws and claims alleging potential
liability or responsibility for violation of any Environmental
Law on their respective businesses, operations and properties,
and as a result thereof the Borrower has reasonably concluded
that such Environmental Laws and claims could not, individually
or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

     5.10 Insurance.  The properties of the Borrower and its
Subsidiaries are insured with financially sound and reputable
insurance companies that are not Affiliates of the Borrower, in
such amounts (including self-insurance, if adequate reserves are
maintained with respect thereto), with such deductibles and
covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in
localities where the Borrower or the applicable Subsidiary
operates.

     5.11 Taxes.  The Borrower and its Subsidiaries have filed all
Federal, material state and other material tax returns and
reports required to be filed, and have paid all Federal, material
state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except
those which are being contested in good faith by appropriate
proceedings diligently conducted and for which adequate reserves
have been provided in accordance with GAAP.  There is no proposed
tax assessment against the Borrower or any Subsidiary that would,
if made, have a Material Adverse Effect.  Neither the Borrower
nor any Subsidiary thereof is party to any tax sharing agreement.

     5.12 ERISA Compliance.

     (a)  Each Plan is in compliance in all material respects with the
applicable  provisions of ERISA, the Code and  other  Federal  or
state  Laws.  Each Plan that is intended to qualify under Section
401(a)  of the Code has received a favorable determination letter
from  the  IRS  or an application for such a letter is  currently
being processed by the IRS with respect thereto and, to the  best
knowledge  of  the  Borrower, nothing has  occurred  which  would
prevent,  or cause the loss of, such qualification.  The Borrower
and each ERISA Affiliate have made all required contributions  to
each  Plan subject to Section 412 of the Code, and no application
for  a  funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to
any Plan.

<PAGE> 54

     (b)  There are no pending or, to the best knowledge of the
Borrower, threatened claims, actions or lawsuits, or action by
any Governmental Authority, with respect to any Plan that could
reasonably be expected to have a Material Adverse Effect.  There
has been no prohibited transaction or violation of the fiduciary
responsibility rules with respect to any Plan that has resulted
or could reasonably be expected to result in a Material Adverse
Effect.

     (c)  (i)  No ERISA Event has occurred or is reasonably expected
to occur; (ii) the aggregate Unfunded Pension Liability of all
Pension Plans does not exceed $35,000,000; (iii) neither the
Borrower nor any ERISA Affiliate has incurred, or reasonably
expects to incur, any liability under Title IV of ERISA with
respect to any Pension Plan (other than premiums due and not
delinquent under Section 4007 of ERISA); (iv) neither the
Borrower nor any ERISA Affiliate has incurred, or reasonably
expects to incur, any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Sections 4201 or 4243 of ERISA
with respect to a Multiemployer Plan; and (v) neither the
Borrower nor any ERISA Affiliate has engaged in a transaction
that could be subject to Sections 4069 or 4212(c) of ERISA.

     5.13 Subsidiaries; Equity Interests.  As of the Closing Date, the
Borrower  has  no  Subsidiaries  other  than  those  specifically
disclosed  in Part (a) of Schedule 5.13 (which Schedule indicates
those  Subsidiaries that are Non-Material Subsidiaries), and  all
of  the  outstanding Equity Interests in such  Subsidiaries  have
been  validly  issued, are fully paid and nonassessable  and  are
owned  by  the Borrower in the amounts specified on Part  (a)  of
Schedule  5.13  free and clear of all Liens.  As of  the  Closing
Date,  the  Borrower has no Equity Interests  (other  than  those
permitted by Section 7.02(a)) in any other corporation or  entity
other  than those specifically disclosed in Part (b) of  Schedule
5.13,  and  has  no  control  over any  other  entity  except  as
disclosed in Part (c) of Schedule 5.13.

     5.14 Margin Regulations; Investment Company Act; Public Utility
Holding Company Act.

     (a)  The Borrower is not engaged and will not engage, principally
or  as  one  of  its  important activities, in  the  business  of
purchasing  or  carrying  margin stock  (within  the  meaning  of
Regulation  U  issued by the FRB), or extending  credit  for  the
purpose of purchasing or carrying margin stock.

     (b)  None of the Borrower, any Person Controlling the Borrower,
or any Subsidiary (i) is a "holding company," or a "subsidiary
company" of a "holding company," or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company,"
within the meaning of the Public Utility Holding Company Act of
1935, or (ii) is or is required to be registered as an
"investment company" under the Investment Company Act of 1940.

     5.15   Disclosure.   The  Borrower  has  disclosed  to   the
Administrative Agent and the Lenders all agreements,  instruments
and  corporate or other restrictions to which it or  any  of  its
Subsidiaries is subject, and all other matters known to it, that,
individually  or in the aggregate, could reasonably  be  expected
(in  light of the circumstances existing at each respective  time
this  representation  is made) to result in  a  Material  Adverse
Effect.   No  report, financial statement, certificate  or  other
information  furnished (whether in writing or orally)  by  or  on
behalf  of the

<PAGE> 55

Borrower   to   the   Administrative   Agent   or    any   Lender
in  connection with the transactions contemplated hereby and  the
negotiation of this Agreement or delivered hereunder or under any
other Loan Document (in each case, as modified or supplemented by
other   information   so   furnished)   contains   any   material
misstatement  of  fact  or  omits  to  state  any  material  fact
necessary  to  make the statements therein, in the light  of  the
circumstances  under  which  they  were  made,  not   misleading;
provided   that,   (a)   with  respect  to  projected   financial
information,  the Borrower represents only that such  information
was prepared in good faith based upon assumptions believed to  be
reasonable  at the time and (b) with respect to general  industry
information, the foregoing representation is only to the best  of
the Borrower's knowledge.

     5.16 Compliance with Laws.  Each of the Borrower and each
Subsidiary is in compliance in all material respects with the
requirements of all Laws and all orders, writs, injunctions and
decrees applicable to it or to its properties, except in such
instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure
to comply therewith, either individually or in the aggregate,
could not reasonably be expected to have a Material Adverse
Effect.

     5.17 Intellectual Property; Licenses, Etc.  The Borrower and its
Subsidiaries own, or possess the right to use, all of the
trademarks, service marks, trade names, copyrights, patents,
patent rights, franchises, licenses and other intellectual
property rights (collectively, "IP Rights") that are reasonably
necessary for the operation of their respective businesses,
without conflict with the rights of any other Person.  To the
best knowledge of the Borrower, no slogan or other advertising
device, product, process, method, substance, part or other
material now employed, or now contemplated to be employed, by the
Borrower or any Subsidiary infringes upon any rights held by any
other Person.  No claim or litigation regarding any of the
foregoing is pending or, to the best knowledge of the Borrower,
threatened, which, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

                           ARTICLE VI.
                      AFFIRMATIVE COVENANTS

     So  long  as any Lender shall have any Commitment hereunder,
any  Loan  or other Obligation hereunder shall remain  unpaid  or
unsatisfied,  or  any Letter of Credit shall remain  outstanding,
the  Borrower  shall,  and  shall (except  in  the  case  of  the
covenants set forth in Sections 6.01, 6.02, and 6.03) cause  each
Subsidiary to:

     6.01 Financial Statements.  Deliver to the Administrative Agent
and   each  Lender,  in  form  and  detail  satisfactory  to  the
Administrative Agent and the Required Lenders:

     (a)  as soon as practicable, but in any event within 90 days
after  the  end  of  each fiscal year of  the  Borrower  (or,  if
earlier, 15 days after the date required to be filed with the SEC
(without  giving effect to any extension permitted  thereby)),  a
consolidated  balance sheet of the Borrower and its  Subsidiaries
and  Consolidated Entities as at the end of such fiscal year, and
the  related  consolidated statements of earnings,  shareholders'
equity and cash flows for such fiscal year, setting forth in each
case  in  comparative  form the figures for the  previous  fiscal
year,  all  in reasonable detail and prepared in accordance  with
GAAP,  such consolidated statements to be

<PAGE> 56

audited and accompanied by a report and opinion of an independent
certified  public accountant of nationally  recognized   standing
reasonably acceptable to the  Required Lenders, which report  and
opinion shall  be prepared in accordance with generally  accepted
auditing  standards  and  shall  not  be  subject  to  any "going
concern" or like qualification or exception or any  qualification
or  exception  as to the scope of such audit; and

     (b)  as soon as practicable, but in any event within 50 days
after the end of each of the first three fiscal quarters of each
fiscal year of the Borrower (commencing with the fiscal quarter
ended October 2, 2004) (or, if earlier, five days after the date
required to be filed with the SEC (without giving effect to any
extension permitted thereby)), a consolidated balance sheet of
the Borrower and its Subsidiaries and Consolidated Entities as at
the end of such fiscal quarter, and the related consolidated
statements of earnings and cash flows for such fiscal quarter and
for the portion of the Borrower's fiscal year then ended, setting
forth in each case in comparative form the figures for the
corresponding fiscal quarter of the previous fiscal year and the
corresponding portion of the previous fiscal year, all in
reasonable detail, certified by a Responsible Officer of the
Borrower as fairly presenting in all material respects the
financial condition, results of earnings and cash flows of the
Borrower and its Subsidiaries and Consolidated Entities in
accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes.

As  to  any information contained in materials furnished pursuant
to Section 6.02(c), the Borrower shall not be separately required
to  furnish  such information under clause (a) or (b) above,  but
the foregoing shall not be in derogation of the obligation of the
Borrower  to  furnish the information and materials described  in
clauses (a) and (b) above at the times specified therein.

     6.02  Certificates;  Other  Information.   Deliver  to   the
Administrative  Agent  and  each  Lender,  in  form  and   detail
satisfactory  to  the  Administrative  Agent  and  the   Required
Lenders:

     (a)  Not later than ten days after the delivery of the financial
statements  referred to in Sections 6.01(a) and  (b)  (commencing
with the delivery of the financial statements for the fiscal year
ended December 31, 2004), a duly completed Compliance Certificate
signed by a Responsible Officer of the Borrower;

     (b)  with reasonable promptness after any request by the
Administrative Agent or any Lender, copies of any detailed audit
reports, management letters or recommendations submitted to the
board of directors (or the audit committee of the board of
directors) of the Borrower by independent accountants in
connection with the accounts or books of the Borrower or any
Subsidiary, or any audit of any of them;

     (c)  promptly after the same are available, copies of each annual
report, proxy or financial statement or other report or
communication sent to the stockholders of the Borrower, and
copies of all annual, regular, periodic and special reports and
registration statements which the Borrower may file or be
required to file with the SEC under Section 13 or 15(d) of the
Securities Exchange Act of 1934, and not otherwise required to be
delivered to the Administrative Agent pursuant hereto;

<PAGE> 57

     (d)  promptly, after the same are available, copies of each
notice or other correspondence received from the SEC (or
comparable agency in any applicable non-U.S. jurisdiction)
concerning any investigation or possible investigation or other
inquiry by such agency regarding financial or other operational
results of the Borrower or any Subsidiary thereof; and

     (e)  with reasonable promptness, such additional information
regarding the business, financial or corporate affairs of the
Borrower or any Subsidiary, or compliance with the terms of the
Loan Documents, as the Administrative Agent or any Lender may
from time to time reasonably request.

     Documents  required  to  be delivered  pursuant  to  Section
6.01(a)  or  (b)  or  Section 6.02(c) (to  the  extent  any  such
documents are included in materials otherwise filed with the SEC)
may  be  delivered electronically and if so delivered,  shall  be
deemed  to  have  been delivered on the date  (i)  on  which  the
Borrower posts such documents, or provides a link thereto on  the
Borrower's website on the Internet at the website address  listed
on  Schedule 10.02; or (ii) on which such documents are posted on
the Borrower's behalf on an Internet or intranet website, if any,
to  which  each Lender and the Administrative Agent  have  access
(whether  a commercial, third-party website or whether  sponsored
by  the  Administrative Agent); provided that: (i)  the  Borrower
shall   deliver   paper   copies  of  such   documents   to   the
Administrative Agent or any Lender that requests the Borrower  to
deliver  such  paper  copies until a  written  request  to  cease
delivering paper copies is given by the Administrative  Agent  or
such Lender and (ii) the Borrower shall notify the Administrative
Agent  and each Lender (by telecopier or electronic mail) of  the
posting  of  any such documents and provide to the Administrative
Agent  by electronic mail electronic versions (i.e., soft copies)
of such documents.  Notwithstanding anything contained herein, in
every  instance the Borrower shall be required to  provide  paper
copies of the Compliance Certificates required by Section 6.02(a)
to   the   Administrative  Agent.   Except  for  such  Compliance
Certificates,  the Administrative Agent shall have no  obligation
to  request  the delivery or to maintain copies of the  documents
referred  to above, and in any event shall have no responsibility
to  monitor compliance by the Borrower with any such request  for
delivery,  and  each  Lender  shall  be  solely  responsible  for
requesting  delivery  to it or maintaining  its  copies  of  such
documents.

     The Borrower hereby acknowledges that (a) the Administrative
Agent and/or the Arrangers will make available to the Lenders and
the  L/C  Issuer materials and/or information provided by  or  on
behalf   of   the  Borrower  hereunder  (collectively,  "Borrower
Materials")  by posting the Borrower Materials on  IntraLinks  or
another  similar  electronic  system  (the  "Platform")  and  (b)
certain  of  the  Lenders  may  be "public-side"  Lenders  (i.e.,
Lenders   that  do  not  wish  to  receive  material   non-public
information  with  respect  to the Borrower  or  its  securities)
(each,  a "Public Lender").  The Borrower hereby agrees that  (w)
all  Borrower Materials that are to be made available  to  Public
Lenders shall be clearly and conspicuously marked "PUBLIC" which,
at  a  minimum,  shall mean that the word "PUBLIC"  shall  appear
prominently  on  the first page thereof; (x) by marking  Borrower
Materials  "PUBLIC",  the  Borrower  shall  be  deemed  to   have
authorized  the  Administrative Agent,  the  Arrangers,  the  L/C
Issuer  and the Lenders to treat the Borrower Materials as either
publicly   available  information  or  not  material  information
(although  it may be sensitive and proprietary) with  respect  to
the  Borrower  or  its securities for purposes of  United  States
Federal  and  state  securities laws; (y) all Borrower  Materials
marked

<PAGE> 58

"PUBLIC"  are   permitted  to  be  made  available    through   a
portion of the Platform designated "Public Investor"; and (z) the
Administrative Agent and the Arrangers shall be entitled to treat
the  Borrower  Materials that are not marked  "PUBLIC"  as  being
suitable  only  for  posting on a portion  of  the  Platform  not
designated "Public Investor".

     6.03 Notices.  Notify the Administrative Agent and each Lender:

     (a)  immediately, and in any event within three (3) days upon
becoming aware of the occurrence of any Default;

     (b)  promptly, of any matter (including (i) breach or non-
performance of, or any default under, a Contractual Obligation of
the Borrower or any Subsidiary; (ii) any dispute, litigation,
investigation, proceeding or suspension between the Borrower or
any Subsidiary and any Governmental Authority; or (iii) the
commencement of, or any material development in, any litigation
or proceeding affecting the Borrower or any Subsidiary, including
pursuant to any applicable Environmental Laws) that has resulted
or could reasonably be expected to result in a Material Adverse
Effect;

     (c)  immediately, and in any event within three (3) days, upon
becoming aware of the occurrence of any ERISA Event; and

     (d)  promptly, of any material change in accounting policies or
financial reporting practices by the Borrower or any Subsidiary.

     Each notice pursuant to this Section shall be accompanied by
a  statement  of  a  Responsible Officer of the Borrower  setting
forth  details of the occurrence referred to therein and  stating
what  action  the Borrower has taken and proposes  to  take  with
respect  thereto.  Each notice pursuant to Section 6.03(a)  shall
describe  with  particularity any  and  all  provisions  of  this
Agreement and any other Loan Document that have been breached.

     6.04 Payment of Obligations.  Pay and discharge as the same shall
become  due  and  payable, all its obligations  and  liabilities,
including  (a) all tax liabilities, assessments and  governmental
charges or levies upon it or its properties or assets, unless the
same are being contested in good faith by appropriate proceedings
diligently  conducted and adequate reserves  in  accordance  with
GAAP are being maintained by the Borrower or such Subsidiary; (b)
all  lawful claims which, if unpaid, would by law become  a  Lien
upon  its property, unless the same are being contested  in  good
faith   by  appropriate  proceedings  diligently  conducted   and
adequate reserves in accordance with GAAP are being maintained by
the Borrower or such Subsidiary; and (c) all Indebtedness, as and
when due and payable, but subject to any subordination provisions
contained  in any instrument or agreement evidencing or  relating
to such Indebtedness, except, in the case of clauses (a), (b) and
(c),  to  the  extent that any such obligations  or  liabilities,
individually  or in the aggregate, are not reasonably  likely  to
result in a Material Adverse Effect.

     6.05 Preservation of Existence, Etc.  (a) Preserve, renew and
maintain in full force and effect its legal existence and good
standing under the Laws of the jurisdiction of its organization
except in a transaction permitted by Section 7.04 or 7.05, and
except (but only with respect to Non-Material Subsidiaries) where
the failure to do so could not reasonably be expected to have a
Material Adverse Effect; (b) take all reasonable action to
maintain all rights,

<PAGE> 59

privileges,   permits,   licenses   and   franchises
necessary or desirable in the normal conduct of its business,
except to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect; and (c) preserve
or renew all of its registered patents, trademarks, trade names
and service marks, the non-preservation of which could reasonably
be expected to have a Material Adverse Effect.

     6.06 Maintenance of Properties.  (a) Maintain, preserve and
protect all of its material properties and equipment necessary in
the operation of its business in good working order and
condition, ordinary wear, tear and obsolescence excepted; (b)
make all necessary repairs thereto and renewals and replacements
thereof (provided that the Borrower and its Subsidiaries may
discontinue the operation and maintenance of any of its
properties if such discontinuance is desirable in the conduct of
its business) except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect; and (c)
use the standard of care typical in the industry in the operation
and maintenance of its facilities.

     6.07 Maintenance of Insurance.  Maintain with financially sound
and reputable insurance companies that are not Affiliates of the
Borrower, 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 (including self-insurance, if adequate
reserves are maintained with respect thereto) as are customarily
carried under similar circumstances by such other Persons.

     6.08 Compliance with Laws.  Comply in all material respects with
the requirements of all Laws and all orders, writs, injunctions
and decrees applicable to it or to its business or property,
except in such instances in which (a) such requirement of Law or
order, writ, injunction or decree is being contested in good
faith by appropriate proceedings diligently conducted; or (b) the
failure to comply therewith could not reasonably be expected to
have a Material Adverse Effect.

     6.09 Books and Records.  (a)  Maintain proper books of record and
account, in which full, true and correct entries in conformity
with GAAP consistently applied shall be made of all financial
transactions and matters involving the assets and business of the
Borrower or such Subsidiary, as the case may be; and (b) maintain
such books of record and account in material conformity with all
applicable requirements of any Governmental Authority having
regulatory jurisdiction over the Borrower or such Subsidiary, as
the case may be.

     6.10 Inspection Rights.  Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit
and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or
abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public
accountants, at such reasonable times during normal business
hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrower; provided, however, that (a) so
long as no Event of Default exists, such inspection shall be
limited to once per fiscal year of the Borrower and shall be at
the expense of the Lender(s) requesting such inspection and (b)
when an Event of Default exists the Administrative Agent or any
Lender (or any of their respective representatives or independent
contractors) may do any of the foregoing at the expense of the
Borrower at any time during normal business hours and without
advance notice.

<PAGE> 60

     6.11 Use of Proceeds.  Use the proceeds of the Credit Extensions
for general corporate purposes not in contravention of any Law or
of any Loan Document.

                          ARTICLE VII.
                       NEGATIVE COVENANTS

     So  long  as any Lender shall have any Commitment hereunder,
any  Loan  or other Obligation hereunder shall remain  unpaid  or
unsatisfied,  or  any Letter of Credit shall remain  outstanding,
the  Borrower  shall not, nor shall it permit any Subsidiary  to,
directly or indirectly:

     7.01 Negative Pledge.  Create, incur, assume or suffer to exist
any  Lien  upon any of its property, assets or revenues,  whether
now owned or hereafter acquired, other than the following:

     (a)  Liens pursuant to any Loan Document;

     (b)  Liens existing on the date hereof and listed on Schedule
7.01 (including but not limited to Liens securing Indebtedness of
Seaboard Overseas contemplated under the Seaboard Overseas Credit
Facility) and Liens securing renewals, extensions and
refinancings of the Indebtedness secured by liens listed on
Schedule 7.01; provided that (i) the property covered thereby is
not changed, (ii) (except with respect to the Seaboard Overseas
Credit Agreement) the amount secured or benefited thereby is not
increased, (iii) any contingent obligor with respect thereto is
not changed and (iv) in the event that the primary obligor with
respect thereto is changed, title to the property financed with
such Indebtedness is transferred substantially simultaneously to
such new primary obligor;

     (c)  Liens for taxes not yet due or which are being contested in
good faith and by appropriate proceedings diligently conducted,
if adequate reserves with respect thereto are maintained on the
books of the applicable Person in accordance with GAAP;

     (d)  carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of
business which are not overdue for a period of more than 30 days
or which are being contested in good faith and by appropriate
proceedings diligently conducted, if adequate reserves with
respect thereto are maintained on the books of the applicable
Person;

     (e)  pledges or deposits in the ordinary course of business in
connection with workers' compensation, unemployment insurance and
other social security legislation, other than any Lien imposed by
ERISA;

     (f)  deposits to secure the performance of bids, trade contracts
and leases (other than Indebtedness), statutory obligations,
surety bonds (other than bonds related to judgments or
litigation), performance bonds and other obligations of a like
nature incurred in the ordinary course of business;

     (g)  easements, rights-of-way, restrictions and other similar
encumbrances affecting real property which, in the aggregate, are
not substantial in amount, and which do not in any case

<PAGE> 61

materially detract from the value of the property subject thereto
or materially interfere with the ordinary conduct of the business
of the applicable Person;

     (h)  Liens securing judgments for the payment of money not
constituting an Event of Default under Section 8.01(h) or
securing appeal or other surety bonds related to such judgments;

     (i)  Liens securing Indebtedness (including renewals, extensions
and refinancings thereof) in respect of capital leases, Synthetic
Lease Obligations and purchase money obligations for fixed or
capital assets; provided in each case, that (i) such Liens do not
at any time encumber any property other than the property
financed by such Indebtedness, (ii) the Indebtedness secured
thereby does not exceed the cost or fair market value, whichever
is lower, of the property being acquired on the date of
acquisition and (iii) if the Indebtedness secured thereby is
owing to any Subsidiary, the property being financed thereby has
not been previously owned by the Borrower or any Subsidiary; and

     (j)  Liens securing Indebtedness (including renewals, extensions
and refinancings thereof) on property in existence at the time
such property is acquired by the Borrower or a Subsidiary in
connection with an Acquisition not prohibited herein; provided,
that such Liens do not at any time encumber any property other
than the property so acquired;

     (k)  Liens under UCC  4-210 and Liens in deposit accounts
created under the standard deposit agreement of any financial
institution at which the Borrower or any Subsidiary maintains a
deposit account;

     (l)  Liens on property owned by a Subsidiary, provided that such
Liens secure only obligations owing to the Borrower or a wholly-
owned Subsidiary;

     (m)  Liens securing Indebtedness permitted under Section 7.03(e);
provided that the fair market value of the assets subject to any
such Lien shall not exceed by more than two hundred percent, as
of the date of incurrence, the principal amount of the
Indebtedness so secured; and

     (n)  Liens not otherwise permitted by this Section 7.01;
provided, that the aggregate amount of Indebtedness secured by
Liens permitted by this clause (n) shall not at any time, when
added to all other Priority Indebtedness, exceed 10% of
Consolidated Tangible Net Worth determined at such time.

In  the  case  any  property shall be  subjected  to  a  Lien  in
violation of this Section 7.01, the Borrower shall forthwith make
or cause to be made to the fullest extent permitted by applicable
law,  provision  whereby the Obligations will be secured  equally
and  ratably  with  all other obligations secured  by  such  Lien
pursuant   to  such  agreements  and  instruments  as  shall   be
reasonably approved by the Administrative Agent, and the Borrower
shall cause to be delivered to the Administrative Agent and  each
Lender  an opinion of independent counsel reasonably satisfactory
to  the  Administrative Agent to the effect that such  agreements
and  instruments are enforceable in accordance with their  terms,
and  in any such case the Obligations shall have the benefit,  to
the  fullest extent that, and with such priority as, the  holders
of  the Obligations may be entitled under applicable law,  of  an
equitable  Lien  on  such  property (and  the  proceeds  thereof)

<PAGE> 62

securing  the  Obligations.  Such violation of this Section  7.01
will constitute an Event of Default hereunder, whether or not any
such provision is made pursuant to this Section 7.01.

     7.02 Investments.  Make or hold any Investments, except:

     (a)  Investments held by the Borrower or such Subsidiary in the
form  of  cash equivalents or readily marketable debt  or  equity
securities;

     (b)   (i)  Loans to officers, directors and employees of the
Borrower  or any Subsidiary that would not be prohibited  by  the
Sarbanes-Oxley  Act  of  2002  and  the  rules  and   regulations
promulgated thereunder, provided that the aggregate amount of all
such  loans  outstanding at any time shall not exceed  $5,000,000
and  (ii)  advances to any member of the Bresky Group or  to  any
officer,   director   or  employee  of  the   Borrower   or   any
Subsidiary, provided such advances are for travel, entertainment,
relocation  and  analogous  ordinary  course  business   purposes
provided  that the aggregate amount of all such advances  at  any
time outstanding shall not exceed $500,000;

     (c)  Investments of the Borrower in any Subsidiary and
Investments of any Subsidiary in the Borrower or in another
Subsidiary;

     (d)  Investments of the Borrower and Subsidiaries existing on the
Closing Date, as set forth on Schedule 5.13;

     (e)  Investments consisting of extensions of credit in the nature
of accounts receivable or notes receivable arising from the grant
of trade credit in the ordinary course of business, and
Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent
reasonably necessary in order to prevent or limit loss;

     (f)  Guarantees permitted by Section 7.03; provided, however,
that neither the Borrower nor any Subsidiary shall Guarantee any
Indebtedness incurred pursuant to Section 7.03(e) except that
Seaboard Overseas may Guarantee any such Indebtedness incurred by
any of its Subsidiaries and each Subsidiary of Seaboard Overseas
may Guarantee any such Indebtedness incurred by Seaboard Overseas
(provided, in either case, that any such Subsidiary is in
existence on the Closing Date) ;

     (g)  Investments incurred in order to consummate Acquisitions
permitted hereby;

     (h)  Investments in "seller take-back" notes arising in
connection with a Disposition of assets permitted hereby;
provided that the principal amount of any such "seller take-back"
note does not exceed the fair market value of the assets so
Disposed; and

     (i)  other Investments not permitted by this Section 7.02;
provided, that, (i) the aggregate value of all such Investments
made in any fiscal year shall not exceed $25,000,000 unless both
immediately before and immediately after making such Investment
the Consolidated Adjusted Leverage Ratio is less than 3.00 to
1.00, and (ii) to the extent that any such Investment would cause
the aggregate value of all such Investments made (which are still
outstanding or owed) in any fiscal year to exceed $25,000,000,
the Borrower shall have furnished to the Administrative Agent a
certificate of a Responsible Officer, which certificate shall
calculate the

<PAGE> 63

Consolidated Adjusted Leverage Ratio both immediately before and
immediately after making such Investment.

     7.03 Subsidiary Indebtedness.  Permit any Subsidiary to create,
incur,  assume or suffer to exist, or otherwise become or  remain
directly  or  indirectly liable with respect to, any Indebtedness
other than:

     (a)  Indebtedness listed on Schedule 7.03 (including renewals,
extensions and refinancings thereof );

     (b)  Indebtedness under the Seaboard Overseas Credit Facility
(including any renewals, increases, extensions and refinancings
thereof);

     (c)  Indebtedness (including renewals, extensions and
refinancings thereof so long as the principal amount thereof is
not increased) in respect of capital leases, Synthetic Lease
Obligations and purchase money obligations for fixed or capital
assets within the limitations set forth in clause (i) of Section
7.01;

     (d)  Swap Contracts entered into (i) to hedge interest rate
and/or currency risk with respect to Indebtedness incurred in the
ordinary course of business and pursuant to prudent and
reasonable business practices that are consistent with the
business practices of other companies similarly situated, (ii) to
hedge currency risk with respect to any such payments expected to
be received or made pursuant to a contract entered into in the
ordinary course of business and pursuant to prudent and
reasonable business practices that are consistent with the
business practices of other companies similarly situated or (iii)
to hedge commodity risk with respect to any commodity held,
required to be delivered or anticipated to be received in the
ordinary course of business and pursuant to prudent and
reasonable business practices that are consistent with the
business practices of other companies similarly situated;

     (e)  Indebtedness (including renewals, extensions and
refinancings thereof), in an aggregate principal amount not to
exceed $100,000,000 (but excluding for this purpose any
Indebtedness incurred under the Seaboard Overseas Facility)
incurred by a non-domestic Subsidiary, the proceeds of which are
paid as a dividend to the Borrower, or to a Subsidiary which in
turn dividends such proceeds to the Borrower pursuant to Section
965 of the Internal Revenue Code as amended by the American Jobs
Creation Act of 2004, and which proceeds will be invested in a
domestic reinvestment plan pursuant to the terms of said Section
965 and the regulations promulgated thereunder;

     (f)  Indebtedness of a Subsidiary owing to the Borrower or a
Subsidiary; provided such indebtedness has a tenor of less than
365 days; and

     (g)  Indebtedness (including renewals, extensions and
refinancings thereof so long as the principal amount thereof is
not increased) not otherwise permitted under this Section 7.03;
provided, that the aggregate amount of Indebtedness permitted by
this clause (g) shall not at any time, when added together with
all Indebtedness outstanding pursuant to clause (c) above and all
other Priority Indebtedness, exceed 10% of Consolidated Tangible
Net Worth determined at such time.

<PAGE> 64

     7.04   Fundamental  Changes.   Merge,  dissolve,  liquidate,
consolidate  with or into another Person, or 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 or in favor of any Person, except that, so  long  as
no Default exists or would result therefrom:

     (a)  any Subsidiary may merge with (i) the Borrower, provided
that the Borrower shall be the continuing or surviving Person, or
(ii)  any one or more other Subsidiaries, provided that when  any
wholly-owned  Subsidiary is merging with another Subsidiary,  the
wholly-owned  Subsidiary  shall be the  continuing  or  surviving
Person;

     (b)  any Subsidiary may Dispose of all or substantially all of
its assets (upon voluntary liquidation or otherwise) to the
Borrower or to another Subsidiary; provided that if the
transferor in such a transaction is a wholly-owned Subsidiary,
then the transferee must either be the Borrower or a wholly-owned
Subsidiary; and

     (c)  a merger by the Borrower or a Subsidiary with a Person to
consummate an Acquisition permitted by Section 7.11.

     7.05  Dispositions.  Make any Disposition or enter into  any
agreement to make any Disposition, except:

     (a)  Dispositions of obsolete or worn out property, whether now
owned or hereafter acquired, in the ordinary course of business;

     (b)  Dispositions of inventory in the ordinary course of
business;

     (c)  Dispositions of equipment or real property to the extent
that (i) such property is exchanged for credit against the
purchase price of similar replacement property or (ii) the Net
Cash Proceeds of such Disposition are reasonably promptly applied
to the purchase price of such replacement property;

     (d)  Dispositions of property by any Subsidiary to the Borrower
or to any wholly-owned Subsidiary;

     (e)  Dispositions permitted by Section 7.04;

     (f)  Dispositions by the Borrower or a Subsidiary that satisfy
each of the following conditions and which shall not be deemed to
be a Disposition under this clause (f) until all of the following
conditions have been satisfied:
          (i)  the Borrower shall have delivered a written notice to the
     Administrative Agent contemporaneously with the consummation of
     the Disposition in which the Borrower:

               (A)  identifies the property that is the subject of the
          Disposition,

               (B)  states the nature and terms of the transaction and the
          nature and use of the proceeds of the transaction, and

<PAGE> 65

               (C)  states that, within three hundred and sixty-five (365) days
          following the consummation of such Disposition, the entire
          proceeds of such Disposition (or portion thereof which has not
          been allocated by the Borrower to clause (g) below), net of
          reasonable and ordinary transaction costs and expenses incurred
          in connection with such Disposition and any Indebtedness required
          by its terms to be repaid in connection with such Disposition,
          shall be applied to the acquisition by the Borrower or any
          Subsidiary of operating assets or Equity Interests of a Person
          which will become a Subsidiary and which owns operating assets
          and which operating assets will be used in the ordinary course of
          business of the Borrower and its Subsidiaries, and

          (ii) the proceeds of such Disposition shall have been applied as
     described in such written notice;

     (g)   Dispositions by the Borrower and its Subsidiaries  not
otherwise permitted under this Section 7.05; provided that (i) at
the  time  of such Disposition, no Default shall exist  or  would
result from such Disposition and (ii) the aggregate book value of
all property Disposed of in reliance on this clause (g) shall not
exceed  25% of Consolidated Tangible Net Worth as of the  Closing
Date;

provided,  however, that any Disposition pursuant to clauses  (a)
through (g) shall be for fair market value.

     7.06  Restricted  Payments.  Declare or  make,  directly  or
indirectly,  any  Restricted Payment,  or  incur  any  obligation
(contingent or otherwise) to do so, except that, so  long  as  no
Default shall have occurred and be continuing at the time of  any
action described below or would result therefrom:

     (a)  each Subsidiary may make Restricted Payments to any Persons
that own an Equity Interest in such Subsidiary, ratably according
to  their  respective holdings of the type of Equity Interest  in
respect of which such Restricted Payment is being made;

     (b)  the Borrower and each Subsidiary may declare and make
dividend payments or other distributions payable solely in the
common stock or other common Equity Interests of such Person;

     (c)  the Borrower and each Subsidiary may purchase, redeem or
otherwise acquire Equity Interests issued by it with the proceeds
received from the substantially concurrent issue of new shares of
its common stock or other common Equity Interests; and

     (d)  the Borrower may declare or pay cash dividends to its
stockholders and purchase, redeem or otherwise acquire for cash
Equity Interests issued by it; provided, that, (i) the aggregate
amount of all such dividends, purchases, redemptions and
acquisitions shall not exceed $15,000,000 in any given fiscal
year of the Borrower unless both immediately before and
immediately after making such payment the Consolidated Adjusted
Leverage Ratio is less than 2.50 to 1.00, and (ii) to the extent
any such dividend, purchase, redemption or acquisition would
cause the aggregate amount of all such Restricted Payments in any
fiscal year to exceed $15,000,000, the Borrower shall have
furnished to the Administrative Agent a certificate of a

<PAGE> 66

Responsible Officer, which certificate shall calculate the
Consolidated Adjusted Leverage Ratio both immediately before and
immediately after making such dividend, purchase, redemption or
and acquisition, as the case may be.

     7.07 Change in Nature of Business.  Engage in any material line
of  business substantially different from those lines of business
conducted by the Borrower and its Subsidiaries on the date hereof
or  any business substantially related or incidental thereto.  In
furtherance  of the foregoing, the Borrower shall  at  all  times
cause,  (i)  the  amount  of revenues of  the  Borrower  and  its
Subsidiaries derived from Permitted Lines of Business  to  be  at
least sixty-six and two-thirds percent (66-2/3%) of the amount of
all revenues of the Borrower and its Subsidiaries, determined  in
each  case for the then most recently ended period of twelve (12)
fiscal months on a consolidated basis, or (ii) the net book value
of  assets of the Borrower and its Subsidiaries used in Permitted
Lines of Business to be at least sixty-six and two-thirds percent
(66-2/3%)  of the amount of the net book value of all  assets  of
the Borrower and its Subsidiaries, in each case determined as  of
the  end  of  then  most  recently  ended  calendar  month  on  a
consolidated basis.

     7.08 Transactions with Affiliates.  Enter into any transaction of
any kind with any Affiliate of the Borrower, whether or not in
the ordinary course of business, other than on fair and
reasonable terms substantially as favorable to the Borrower or
such Subsidiary as would be obtainable by the Borrower or such
Subsidiary at the time in a comparable arm's length transaction
with a Person other than an Affiliate; provided that this Section
7.08 shall not prohibit the Borrower or any Subsidiary from
entering into or consummating any transaction contemplated by any
of the Permitted Affiliate Transactions (as defined in the Senior
Note Agreements).

     7.09 Burdensome Agreements.  Be a party to or enter into any
Contractual Obligation (including for this purpose, its
organizational documents) other than this Agreement, any other
Loan Document, the Senior Note Agreements or the Seaboard
Overseas Credit Facility (and refinancings or renewals thereof,
on the same or substantially similar terms)) that (a) limits the
ability (i) of any Subsidiary to make Restricted Payments to the
Borrower or to otherwise transfer property to the Borrower, (ii)
of any Subsidiary to Guarantee the Indebtedness of the Borrower
or (iii) of the Borrower or any Subsidiary to create, incur,
assume or suffer to exist Liens on property of such Person;
provided, however, that this clause (iii) shall not prohibit any
negative pledge incurred or provided in favor of any holder of
Indebtedness in respect of a capital lease, Synthetic Lease
Obligation or purchase money obligation for fixed or capital
assets solely to the extent any such negative pledge relates to
the property financed by or the subject of such Indebtedness; or
(b) requires the grant of a Lien to secure an obligation of such
Person if a Lien is granted to secure another obligation of such
Person.

     7.10 Use of Proceeds.  Use the proceeds of any Credit Extension,
whether directly or indirectly, and whether immediately,
incidentally or ultimately, to purchase or carry margin stock
(within the meaning of Regulation U of the FRB) or to extend
credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such
purpose.

<PAGE> 67

     7.11 Acquisitions.  Enter into any agreement, contract, binding
commitment or other arrangement providing for any Acquisition, or
take any action to solicit the tender of securities or proxies in
respect thereof in order to effect any Acquisition, unless (i) no
Default or Event of Default shall have occurred and be continuing
either immediately prior to or immediately after giving effect to
such Acquisition and, if the Cost of Acquisition is in excess of
$50,000,000, the Borrower shall have furnished to the
Administrative Agent (A) pro forma historical financial
statements as of the end of the most recently completed fiscal
year of the Borrower and most recent interim fiscal quarter, if
applicable giving effect to such Acquisition and (B) a Compliance
Certificate prepared on a historical pro forma basis as of the
most recent date for which financial statements have been
furnished pursuant to Section 6.01(a) or (b) (or if no such
financial statements have been furnished, from the date of the
financial statements referred to in Section 5.05(b)) giving
effect to such Acquisition, which certificate shall demonstrate
that no Default or Event of Default would exist immediately after
giving effect thereto, (ii) the Person acquired shall be a
Subsidiary, or be merged into the Borrower or a Subsidiary,
immediately upon consummation of the Acquisition (or if assets
are being acquired, the acquiror shall be the Borrower or a
Subsidiary), and (iii) after giving effect to such Acquisition,
the aggregate Costs of Acquisition incurred in any fiscal year of
the Borrower shall not exceed $50,000,000 (on a noncumulative
basis, with the effect that amounts not incurred in any fiscal
year may not be carried forward to a subsequent period) unless,
both immediately before and immediately after making such
Acquisition, the Consolidated Adjusted Leverage Ratio is less
than 3.00 to 1.00.

     7.12 Financial Covenants.

     (a)   Consolidated Tangible Net Worth.  Permit  Consolidated
Tangible  Net Worth at any time to be less than the  sum  of  (i)
$507,000,000, and (ii) an amount equal to 25% of the Consolidated
Net  Income  earned  in  each full fiscal  quarter  ending  after
October  2,  2004 (with no deduction for a net loss in  any  such
fiscal quarter).

     (b)  Debt to Capitalization.  Permit Consolidated Funded
Indebtedness at any time to be greater than 50% of Consolidated
Total Capitalization.

     (c)  Consolidated Adjusted Leverage Ratio.  Permit the
Consolidated Adjusted Leverage Ratio at any time to be greater
than 3.50 to 1.00.

     7.13 Amendments to Senior Note Agreements and Seaboard Overseas
Credit Facility.

     Enter  into or suffer to exist any amendment or modification
(a)   to  the  amortization  schedule  or  prepayment  provisions
(excluding  the waiver of any prepayment premium or  penalty)  of
the  Indebtedness created under the Senior Note Agreements or the
Seaboard  Overseas Credit Facility or (b) to any other  terms  or
conditions  contained  in  the  Senior  Note  Agreements  or  the
Seaboard Overseas Credit Facility if such modification (i)  would
conflict with or be more restrictive than the terms or provisions
of this Agreement, (ii) would provide for collateral security for
such   Indebtedness  in  excess  of  that  provided  under   such
agreements  as  of  the  Closing Date,  (iii)  would  expand  any
negative pledge provision provided for therein, (iv) would  alter
any  provision  of the events of default under those  agreements,
(v) further limits, in any manner, Seaboard Overseas' ability  to
make  Restricted Payments, or (vi) would alter the

<PAGE> 68

advance  rates used in  the  definition of "Borrowing Base" under
the  Seaboard Overseas Credit Facility.


                          ARTICLE VIII.
                 EVENTS OF DEFAULT AND REMEDIES

     8.01 Events of Default.  Any of the following shall constitute an
Event of Default:

     (a)  Non-Payment.  The Borrower fails to pay (i) when and as
required  to be paid herein, any amount of principal of any  Loan
or  any  L/C Obligation, or (ii) within five days after the  same
becomes  due, any interest on any Loan or on any L/C  Obligation,
or  any  fee due hereunder, or (iii) within five days  after  the
same becomes due, any other amount payable hereunder or under any
other Loan Document; or

     (b)  Specific Covenants.  The Borrower fails to perform or
observe any term, covenant or agreement contained in any of
Sections 6.03, 6.10, or 6.11 or Article VII; or

     (c)  Other Defaults.  The Borrower fails to perform or observe
any other covenant or agreement (not specified in subsection (a)
or (b) above) contained in any Loan Document on its part to be
performed or observed and such failure continues for 10 days, in
the case of any failure under Sections 6.01 or 6.02, or 30 days,
in the case of any failure under other such covenant or
agreement, after the Borrower has knowledge thereof; or

     (d)  Representations and Warranties.  Any representation,
warranty, certification or statement of fact made or deemed made
by or on behalf of the Borrower herein, in any other Loan
Document, or in any document delivered in connection herewith or
therewith shall be incorrect or misleading in any material
respect when made or deemed made; or

     (e)  Cross-Default.  (i) The Borrower or any Subsidiary (A) fails
to make any payment when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise, but
giving effect to any applicable grace or cure period) in respect
of (1) the Seaboard Overseas Credit Facility, (2) the Senior
Notes or (3) any other Indebtedness or Guarantee (other than
Indebtedness hereunder and Indebtedness under Swap Contracts)
having an aggregate principal amount (including undrawn committed
or available amounts and including amounts owing to all creditors
under any combined or syndicated credit arrangement) of more than
$10,000,000, or (B) fails to observe or perform any other
agreement or condition relating to any such Indebtedness or
Guarantee (including but not limited to the Seaboard Overseas
Credit Facility and the Senior Notes) or contained in any
instrument or agreement evidencing, securing or relating thereto,
or any other event occurs, the effect of which default or other
event is to cause, or to permit the holder or holders of such
Indebtedness or the beneficiary or beneficiaries of such
Guarantee (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause, with the
giving of notice if required, such Indebtedness to be demanded or
to become due or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise), or an offer to repurchase, prepay,
defease or redeem such Indebtedness to be made, prior to its
stated maturity, or such Guarantee to become payable or cash
collateral in respect thereof to be demanded; or (ii) there
occurs under any Swap Contract an Early Termination Date (as
defined in such Swap Contract) resulting from (A) any event of
default under such Swap

<PAGE> 69

Contract as to which the Borrower or any Subsidiary is the Defaulting
Party (as defined in such Swap Contract) or (B) any Termination Event
(as so defined) under such Swap Contract as to which the Borrower or
any Subsidiary is an Affected Party (as so defined) and, in either event,
the Swap Termination Value owed by the Borrower or such Subsidiary as a
result thereof is greater than $10,000,000; or

     (f)  Insolvency Proceedings, Etc.  The Borrower or any of its
Subsidiaries institutes or consents to the institution of any
proceeding under any Debtor Relief Law, or makes an assignment
for the benefit of creditors; or applies for or consents to the
appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee,
custodian, conservator, liquidator, rehabilitator or similar
officer is appointed without the application or consent of such
Person and the appointment continues undischarged or unstayed for
60 calendar days; or any proceeding under any Debtor Relief Law
relating to any such Person or to all or any material part of its
property is instituted without the consent of such Person and
continues undismissed or unstayed for 60 calendar days, or an
order for relief is entered in any such proceeding; or

     (g)  Inability to Pay Debts; Attachment.  (i) The Borrower or any
Subsidiary becomes unable or admits in writing its inability or
fails generally to pay its debts as they become due, or (ii) any
writ or warrant of attachment or execution or similar process is
issued or levied against all or any material part of the property
of any such Person and is not released, vacated or fully bonded
within 30 days after its issue or levy; or

     (h)  Judgments.  There is entered against the Borrower or any
Subsidiary (i) a final, non-appealable judgment or order for the
payment of money in an aggregate amount exceeding $50,000,000 (to
the extent coverage by any applicable independent third-party
insurer has been denied), or (ii) any one or more non-monetary
final, non-appealable judgments that have, or could reasonably be
expected to have, individually or in the aggregate, a Material
Adverse Effect and, in either case, (A) enforcement proceedings
are commenced by any creditor upon such judgment or order; or (B)
there is a period of 30 consecutive days during which a stay of
enforcement of such judgment, by reason of a pending appeal or
otherwise, is not in effect; or

     (i)  ERISA.  (i) An ERISA Event occurs with respect to a Pension
Plan or Multiemployer Plan which has resulted or could reasonably
be expected to result in liability of the Borrower under Title IV
of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in
an aggregate amount in excess of $10,000,000, or (ii) the
Borrower or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment
payment with respect to its withdrawal liability under Section
4201 of ERISA under a Multiemployer Plan in an aggregate amount
in excess of the $10,000,000; or

     (j)  Invalidity of Loan Documents.  Any provision of any Loan
Document, at any time after its execution and delivery and for
any reason other than as expressly permitted hereunder or
satisfaction in full of all the Obligations, ceases to be in full
force and effect; or the Borrower or any other Person contests in
any manner the validity or enforceability of any provision of any
Loan Document; or the Borrower denies that it has any or further
liability or obligation under any Loan Document, or purports to
revoke, terminate or rescind any provision of any Loan Document;
or

<PAGE> 70

     (k)  Change of Control.  There occurs any Change of Control.

     8.02 Remedies Upon Event of Default.  If any Event of Default
occurs and is continuing, the Administrative Agent shall, at  the
request  of,  or may, with the consent of, the Required  Lenders,
take any or all of the following actions:

     (a)  declare the commitment of each Lender to make Loans and any
obligation of the L/C Issuer to make L/C Credit Extensions to  be
terminated,  whereupon such commitments and obligation  shall  be
terminated;

     (b)  declare the unpaid principal amount of all outstanding
Loans, all interest accrued and unpaid thereon, and all other
amounts owing or payable hereunder or under any other Loan
Document to be immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are
hereby expressly waived by the Borrower;

     (c)  require that the Borrower Cash Collateralize the L/C
Obligations (in an amount equal to the then Outstanding Amount
thereof); and

     (d)  exercise on behalf of itself and the Lenders all rights and
remedies available to it and the Lenders under the Loan
Documents;

provided,  however,  that upon the occurrence  of  an  actual  or
deemed  entry of an order for relief with respect to the Borrower
under the Bankruptcy Code of the United States, the obligation of
each Lender to make Loans and any obligation of the L/C Issuer to
make  L/C  Credit Extensions shall automatically  terminate,  the
unpaid principal amount of all outstanding Loans and all interest
and other amounts as aforesaid shall automatically become due and
payable, and the obligation of the Borrower to Cash Collateralize
the  L/C  Obligations  as  aforesaid shall  automatically  become
effective, in each case without further act of the Administrative
Agent or any Lender.

     8.03  Application of Funds.  After the exercise of  remedies
provided   for  in  Section  8.02  (or  after  the   Loans   have
automatically  become immediately due and  payable  and  the  L/C
Obligations  have  automatically  been  required   to   be   Cash
Collateralized as set forth in the proviso to Section 8.02),  any
amounts  received on account of the Obligations  shall be applied
by the Administrative Agent in the following order:

     First,  to  payment  of  that  portion  of  the  Obligations
constituting  fees,  indemnities,  expenses  and  other   amounts
(including  fees,  charges and disbursements of  counsel  to  the
Administrative  Agent  and  amounts payable  under  Article  III)
payable to the Administrative Agent in its capacity as such;

     Second,  to  payment  of  that portion  of  the  Obligations
constituting  fees,  indemnities and other  amounts  (other  than
principal and interest) payable to the Lenders and the L/C Issuer
(including   fees, charges and disbursements of  counsel  to  the
respective  Lenders and the L/C Issuer (including fees  and  time
charges for attorneys who may be employees of any Lender  or  the
L/C Issuer) and amounts payable under Article III), ratably among
them in proportion to the amounts described in this clause Second
payable to them;

<PAGE> 71

     Third,  to  payment  of  that  portion  of  the  Obligations
constituting  accrued  and  unpaid interest  on  the  Loans,  L/C
Borrowings  and other Obligations, ratably among the Lenders  and
the  L/C Issuer in proportion to the respective amounts described
in this clause Third payable to them;

     Fourth,  to  payment  of  that portion  of  the  Obligations
constituting  unpaid principal of the Loans and  L/C  Borrowings,
ratably among the Lenders and the L/C Issuer in proportion to the
respective amounts described in this clause Fourth held by them;

     Fifth,  to the Administrative Agent for the account  of  the
L/C Issuer, to Cash Collateralize that portion of L/C Obligations
comprised  of the aggregate undrawn amount of Letters of  Credit;
and

     Last, the balance, if any, after all of the Obligations have
been  indefeasibly paid in full, to the Borrower or as  otherwise
required by Law.

Subject  to  Section 2.03(c), amounts used to Cash  Collateralize
the  aggregate  undrawn amount of Letters of Credit  pursuant  to
clause  Fifth  above shall be applied to satisfy  drawings  under
such  Letters of Credit as they occur.  If any amount remains  on
deposit  as  Cash  Collateral after all Letters  of  Credit  have
either  been fully drawn or expired, such remaining amount  shall
be  applied  to the other Obligations, if any, in the  order  set
forth above.


                           ARTICLE IX.
                      ADMINISTRATIVE AGENT

     9.01 Appointment and Authority.  Each of the Lenders and the L/C
Issuer hereby irrevocably appoints Bank of America to act on  its
behalf as the Administrative Agent hereunder and under the  other
Loan  Documents and authorizes the Administrative Agent  to  take
such  actions  on its behalf and to exercise such powers  as  are
delegated  to  the Administrative Agent by the  terms  hereof  or
thereof,  together with such actions and powers as are reasonably
incidental  thereto.  The provisions of this Article  are  solely
for  the benefit of the Administrative Agent, the Lenders and the
L/C  Issuer, and the Borrower shall not have rights  as  a  third
party beneficiary of any of such provisions.

     9.02 Rights as a Lender.  The Person serving as the
Administrative Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent
and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder
in its individual capacity.  Such Person and its Affiliates may
accept deposits from, lend money to, act as the financial advisor
or in any other advisory capacity for and generally engage in any
kind of business with the Borrower or any Subsidiary or other
Affiliate thereof as if such Person were not the Administrative
Agent hereunder and without any duty to account therefor to the
Lenders.

     9.03 Exculpatory Provisions.  The Administrative Agent shall not
have any duties or obligations except those expressly set forth
herein and in the other Loan Documents.  Without limiting the
generality of the foregoing, the Administrative Agent:

<PAGE> 72

     (a)   shall not be subject to any fiduciary or other implied
duties,  regardless  of whether a Default  has  occurred  and  is
continuing;

     (b)  shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights
and powers expressly contemplated hereby or by the other Loan
Documents that the Administrative Agent is required to exercise
as directed in writing by the Required Lenders (or such other
number or percentage of the Lenders as shall be expressly
provided for herein or in the other Loan Documents), provided
that the Administrative Agent shall not be required to take any
action that, in its opinion or the opinion of its counsel, may
expose the Administrative Agent to liability or that is contrary
to any Loan Document or applicable law; and

     (c)  shall not, except as expressly set forth herein and in the
other Loan Documents, have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to
any of the Borrower or any of their respective Affiliates that is
communicated to or obtained by the Person serving as the
Administrative Agent or any of its Affiliates in any capacity.

     The  Administrative Agent shall not be liable for any action
taken  or not taken by it (i) with the consent or at the  request
of  the  Required Lenders (or such other number or percentage  of
the Lenders as shall be necessary, or as the Administrative Agent
shall  believe  in  good  faith shall  be  necessary,  under  the
circumstances as provided in Sections 10.01 and 8.02) or (ii)  in
the  absence  of its own gross negligence or willful  misconduct.
The Administrative Agent shall be deemed not to have knowledge of
any  Default unless and until notice describing such  Default  is
given  to  the Administrative Agent by the Borrower, a Lender  or
the L/C Issuer.

     The  Administrative  Agent shall not be responsible  for  or
have  any  duty  to ascertain or inquire into (i) any  statement,
warranty  or  representation made in or in connection  with  this
Agreement  or any other Loan Document, (ii) the contents  of  any
certificate,  report  or  other document delivered  hereunder  or
thereunder  or  in  connection herewith or therewith,  (iii)  the
performance or observance of any of the covenants, agreements  or
other  terms  or  conditions set forth herein or therein  or  the
occurrence  of  any  Default, (iv) the validity,  enforceability,
effectiveness  or genuineness of this Agreement, any  other  Loan
Document  or any other agreement, instrument or document  or  (v)
the  satisfaction  of any condition set forth in  Article  IV  or
elsewhere  herein,  other  than  to  confirm  receipt  of   items
expressly required to be delivered to the Administrative Agent.

     9.04 Reliance by Administrative Agent.  The Administrative Agent
shall be entitled to rely upon, and shall not incur any liability
for  relying  upon,  any  notice, request, certificate,  consent,
statement,  instrument, document or other writing (including  any
electronic message, Internet or intranet website posting or other
distribution)  believed  by it to be genuine  and  to  have  been
signed,  sent  or otherwise authenticated by the  proper  Person.
The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by
the  proper Person, and shall not incur any liability for relying
thereon.   In determining compliance with any condition hereunder
to  the  making of a Loan, or the issuance of a Letter of Credit,
that  by  its  terms must be fulfilled to the satisfaction  of  a
Lender  or  the L/C Issuer, the Administrative Agent may  presume
that   such    condition   is   satisfactory   to   such   Lender

<PAGE> 73

or  the  L/C  Issuer unless  the  Administrative Agent shall have
received  notice  to  the  contrary  from  such Lender or the L/C
Issuer prior to  the making of  such Loan or the issuance of such
Letter of Credit. The Administrative Agent may consult with legal
counsel  (who  may  be  counsel for  the  Borrower),  independent
accountants and  other experts  selected by  it, and shall not be
liable for  any  action taken  or  not  taken by it in accordance
with the advice  of  any such   counsel, accountants  or  experts.

     9.05 Delegation of Duties.  The Administrative Agent may perform
any and all of its duties and exercise its rights and powers
hereunder or under any other Loan Document by or through any one
or more sub agents appointed by the Administrative Agent.  The
Administrative Agent and any such sub agent may perform any and
all of its duties and exercise its rights and powers by or
through their respective Related Parties.  The exculpatory
provisions of this Article shall apply to any such sub agent and
to the Related Parties of the Administrative Agent and any such
sub agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.
9.06 Resignation of Administrative Agent; L/C Issuer.  Each of
the Administrative Agent and the L/C Issuer may at any time give
notice of its resignation to the Lenders, any other L/C Issuer
and the Borrower.  Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in
consultation with the Borrower so long as no Default exists, to
appoint a successor, which shall be a bank with an office in the
United States, or an Affiliate of any such bank with an office in
the United States.  If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring
Administrative Agent may on behalf of the Lenders and the L/C
Issuer, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the
Administrative Agent shall notify the Borrower and the Lenders
that no qualifying Person has accepted such appointment, then
such resignation shall nonetheless become effective in accordance
with such notice and (1) the retiring Administrative Agent shall
be discharged from its duties and obligations hereunder and under
the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of
the Lenders or the L/C Issuer under any of the Loan Documents,
the retiring Administrative Agent shall continue to hold such
collateral security until such time as a successor Administrative
Agent is appointed) and (2) all payments, communications and
determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender
and the L/C Issuer directly, until such time as the Required
Lenders appoint a successor Administrative Agent as provided for
above in this Section.  Upon the acceptance of a successor's
appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring (or retired)
Administrative Agent, and the retiring Administrative Agent shall
be discharged from all of its duties and obligations hereunder or
under the other Loan Documents (if not already discharged
therefrom as provided above in this Section).  The fees payable
by the Borrower to a successor Administrative Agent shall be the
same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor.  After the retiring
Administrative Agent's resignation hereunder and under the other
Loan Documents, the provisions of this Article and Section 10.04
shall continue in effect for the benefit of such retiring
Administrative Agent, its sub agents and their respective Related
Parties

<PAGE> 74

in respect of any actions taken or omitted to be taken by
any of them while the retiring Administrative Agent was acting as
Administrative Agent.

     Any  resignation by Bank of America as Administrative  Agent
pursuant to this Section shall also constitute its resignation as
L/C  Issuer  and  Swing Line Lender.  Upon the  acceptance  of  a
successor's  appointment as Administrative Agent  hereunder,  (a)
such successor shall succeed to and become vested with all of the
rights,  powers, privileges and duties of Bank of  America  as  a
retiring  L/C Issuer and Swing Line Lender, (b) Bank  of  America
shall be discharged from all its duties and obligations hereunder
or  under  the other Loan Documents as L/C Issuer and Swing  Line
Lender,  and (c) the successor L/C Issuer shall issue letters  of
credit  in  substitution  for  the Letters  of  Credit,  if  any,
outstanding  at  the  time  of  such  succession  or  make  other
arrangement satisfactory to Bank of America to effectively assume
the obligations of the Bank of America as L/C Issuer with respect
to the Letters of Credit issued by it.

     In  the  event of any dismissal or resignation by any  other
L/C  Issuer,  any Letters of Credit issued by such  retiring  L/C
Issuer  shall  remain outstanding until termination  pursuant  to
their  terms  and such retiring L/C Issuer shall retain  all  the
rights and obligations of an L/C Issuer hereunder with respect to
all  such Letters of Credit and all L/C Obligations with  respect
thereto (including the right to require the Lenders to make  Base
Rate  Committed Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.03(c)), but excluding the right  to
consent  to  Eligible Assignees and the obligation to  issue  new
Letters of Credit.

     9.07 Non-Reliance on Administrative Agent and Other Lenders.
Each  Lender  and  the  L/C  Issuer  acknowledges  that  it  has,
independently and without reliance upon the Administrative  Agent
or  any other Lender or any of their Related Parties and based on
such documents and information as it has deemed appropriate, made
its   own  credit  analysis  and  decision  to  enter  into  this
Agreement.  Each Lender and the L/C Issuer also acknowledges that
it   will,   independently   and  without   reliance   upon   the
Administrative Agent or any other Lender or any of their  Related
Parties  and based on such documents and information as it  shall
from  time  to  time deem appropriate, continue to make  its  own
decisions in taking or not taking action under or based upon this
Agreement,  any other Loan Document or any related  agreement  or
any document furnished hereunder or thereunder.

     9.08 No Other Duties, Etc.  Anything herein to the contrary
notwithstanding, none of the Bookrunners, Arrangers, Syndication
Agent or Documentation Agent listed on the cover page hereof
shall have any powers, duties or responsibilities under this
Agreement or any of the other Loan Documents, except in its
capacity, as applicable, as the Administrative Agent, a Lender or
a L/C Issuer hereunder.

     9.09 Administrative Agent May File Proofs of Claim.  In case of
the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to the Borrower, the
Administrative Agent (irrespective of whether the principal of
any Loan or L/C Obligation shall then be due and payable as
herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in
such proceeding or otherwise:

<PAGE> 75

     (a)   to file and prove a claim for the whole amount of  the
principal and interest owing and unpaid in respect of the  Loans,
L/C  Obligations  and all other Obligations that  are  owing  and
unpaid  and  to file such other documents as may be necessary  or
advisable  in  order to have the claims of the Lenders,  the  L/C
Issuer and the Administrative Agent (including any claim for  the
reasonable compensation, expenses, disbursements and advances  of
the  Lenders,  the  L/C Issuer and the Administrative  Agent  and
their respective agents and counsel and all other amounts due the
Lenders,  the  L/C  Issuer  and the  Administrative  Agent  under
Sections  2.03(i)  and  (j),  2.09 and  10.04)  allowed  in  such
judicial proceeding; and

     (b)  to collect and receive any monies or other property payable
or deliverable on any such claims and to distribute the same;

and  any  custodian,  receiver,  assignee,  trustee,  liquidator,
sequestrator  or  other similar official  in  any  such  judicial
proceeding is hereby authorized by each Lender and the L/C Issuer
to  make  such payments to the Administrative Agent and,  in  the
event  that the Administrative Agent shall consent to the  making
of  such payments directly to the Lenders and the L/C Issuer,  to
pay to the Administrative Agent any amount due for the reasonable
compensation,  expenses,  disbursements  and  advances   of   the
Administrative Agent and its agents and counsel,  and  any  other
amounts  due  the  Administrative Agent under Sections  2.09  and
10.04.

     Nothing  contained herein shall be deemed to  authorize  the
Administrative  Agent to authorize or consent  to  or  accept  or
adopt  on  behalf  of any Lender or the L/C Issuer  any  plan  of
reorganization, arrangement, adjustment or composition  affecting
the  Obligations or the rights of any Lender or to authorize  the
Administrative  Agent to vote in respect  of  the  claim  of  any
Lender in any such proceeding.


                           ARTICLE X.
                          MISCELLANEOUS

     10.01      Amendments, Etc.  No amendment or waiver  of  any
provision  of this Agreement or any other Loan Document,  and  no
consent  to  any  departure by the Borrower therefrom,  shall  be
effective  unless in writing signed by the Required  Lenders  and
the  Borrower, and acknowledged by the Administrative Agent,  and
each  such  waiver  or  consent shall be effective  only  in  the
specific  instance and for the specific purpose for which  given;
provided,  however,  that no such amendment,  waiver  or  consent
shall:

     (a)  waive any condition set forth in Section 4.01(a) without the
written consent of each Lender;

     (b)  extend or increase the Commitment of any Lender (or
reinstate any Commitment terminated pursuant to Section 8.02)
without the written consent of such Lender;

     (c)  postpone any date fixed by this Agreement or any other Loan
Document for any payment of principal, interest, fees or other
amounts due to the Lenders (or any of them) hereunder or under
any other Loan Document without the written consent of each
Lender directly affected thereby;

<PAGE> 76

     (d)  reduce the principal of, or the rate of interest specified
herein on, any Loan or L/C Borrowing, or (subject to clause (v)
of the second proviso to this Section 10.01) any fees or other
amounts payable hereunder or under any other Loan Document
without the written consent of each Lender directly affected
thereby; provided, however, that only the consent of the Required
Lenders shall be necessary (i) to amend the definition of
"Default Rate" or to waive any obligation of the Borrower to pay
interest or Letter of Credit Fees at the Default Rate or (ii) to
amend any financial covenant hereunder (or any defined term used
therein) even if the effect of such amendment would be to reduce
the rate of interest on any Loan or L/C Borrowing or to reduce
any fee payable hereunder;

     (e)  change Section 2.13 or Section 8.03 in a manner that would
alter the pro rata sharing of payments required thereby without
the written consent of each Lender;

     (f)  change any provision of this Section or the definition of
"Required Lenders" or any other provision hereof specifying the
number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination
or grant any consent hereunder, without the written consent of
each Lender; or

and,  provided further, that (i) no amendment, waiver or  consent
shall, unless in writing and signed by the L/C Issuer in addition
to the Lenders required above, affect the rights or duties of the
L/C  Issuer under this Agreement or any Issuer Document  relating
to  any  Letter of Credit issued or to be issued by it;  (ii)  no
amendment, waiver or consent shall, unless in writing and  signed
by  the  Swing  Line Lender in addition to the  Lenders  required
above, affect the rights or duties of the Swing Line Lender under
this  Agreement;  (iii) no amendment, waiver  or  consent  shall,
unless  in  writing  and  signed by the Administrative  Agent  in
addition  to  the Lenders required above, affect  the  rights  or
duties  of the Administrative Agent under this Agreement  or  any
other  Loan  Document; (iv) Section 10.06(h) may not be  amended,
waived or otherwise modified without the consent of each Granting
Lender all or any part of whose Loans are being funded by an  SPC
at  the time of such amendment, waiver or other modification; and
(v)  the  Fee  Letter  may be amended, or  rights  or  privileges
thereunder  waived,  in a writing executed only  by  the  parties
thereto.   Notwithstanding anything to the  contrary  herein,  no
Defaulting  Lender shall have any right to approve or  disapprove
any  amendment,  waiver  or consent hereunder,  except  that  the
Commitment  of  such  Lender may not  be  increased  or  extended
without the consent of such Lender.

     10.02     Notices; Effectiveness; Electronic Communication.

     (a)  Notices Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone  (and
except  as  provided in subsection (b) below),  all  notices  and
other communications provided for herein shall be in writing  and
shall  be delivered by hand or overnight courier service,  mailed
by certified or registered mail or sent by telecopier as follows,
and  all  notices  and  other communications expressly  permitted
hereunder  to  be  given  by  telephone  shall  be  made  to  the
applicable telephone number, as follows:

          (i)  if to the Borrower, the Administrative Agent, the L/C Issuer
     or the Swing Line Lender, to the address, telecopier number,
     electronic mail address or telephone number specified for such
     Person on Schedule 10.02; and

<PAGE> 77

          (ii) if to any other Lender, to the address, telecopier number,
     electronic mail address or telephone number specified in its
     Administrative Questionnaire.

Notices  sent by hand or overnight courier service, or mailed  by
certified or registered mail, shall be deemed to have been  given
when received; notices sent by telecopier shall be deemed to have
been  given  when sent (except that, if not given  during  normal
business  hours for the recipient, shall be deemed to  have  been
given at the opening of business on the next business day for the
recipient).   Notices delivered through electronic communications
to  the  extent  provided  in  subsection  (b)  below,  shall  be
effective as provided in such subsection (b).

     (b)  Electronic Communications.  Notices and other communications
to  the Lenders and the L/C Issuer hereunder may be delivered  or
furnished  by  electronic communication  (including  e  mail  and
Internet or intranet websites) pursuant to procedures approved by
the  Administrative Agent,  provided that the foregoing shall not
apply  to  notices  to any Lender or the L/C Issuer  pursuant  to
Article  II if such Lender or the L/C Issuer, as applicable,  has
notified  the  Administrative  Agent  that  it  is  incapable  of
receiving notices under such Article by electronic communication.
The  Administrative Agent or the Borrower may, in its discretion,
agree  to accept notices and other communications to it hereunder
by  electronic communications pursuant to procedures approved  by
it,  provided that approval of such procedures may be limited  to
particular notices or communications.

     Unless  the  Administrative Agent otherwise prescribes,  (i)
notices and other communications sent to an e-mail address  shall
be   deemed   received   upon  the   sender's   receipt   of   an
acknowledgement  from  the intended recipient  (such  as  by  the
"return receipt requested" function, as available, return  e-mail
or  other written acknowledgement), provided that if such  notice
or  other  communication is not sent during the  normal  business
hours  of  the recipient, such notice or communication  shall  be
deemed  to have been sent at the opening of business on the  next
business   day   for   the  recipient,  and   (ii)   notices   or
communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient
at its e-mail address as described in the foregoing clause (i) of
notification  that such notice or communication is available  and
identifying the website address therefor.

     (c)   Change  of  Address, Etc.  Each of the  Borrower,  the
Administrative  Agent, the L/C Issuer and the Swing  Line  Lender
may  change  its  address,  telecopier or  telephone  number  for
notices and other communications hereunder by notice to the other
parties  hereto.   Each  other Lender  may  change  its  address,
telecopier   or   telephone  number   for   notices   and   other
communications   hereunder  by  notice  to  the   Borrower,   the
Administrative Agent, the L/C Issuer and the Swing Line Lender.

     (d)  Reliance by Administrative Agent, L/C Issuer and Lenders.
The Administrative Agent, the L/C Issuer and the Lenders shall be
entitled to rely and act upon any notices (including telephonic
Committed Loan Notices and Swing Line Loan Notices) believed in
good faith to have been given by or on behalf of the Borrower
even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any
other form of notice specified herein, or (ii) the terms thereof,
as understood by the recipient, varied from any confirmation
thereof.  The Borrower shall indemnify the Administrative Agent,
the L/C Issuer, each Lender and the Related Parties of each of
them from all losses, costs, expenses and

<PAGE> 78

liabilities resulting from the reliance by such Person on each
notice ) believed in good faith to have been given by or on behalf
of the Borrower. All telephonic notices to and other telephonic
communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby
consents to such recording.

     10.03     No Waiver; Cumulative Remedies.  No failure by any
Lender,  the L/C Issuer or the Administrative Agent to  exercise,
and no delay by any such Person in exercising, any right, remedy,
power  or  privilege hereunder shall operate as a waiver thereof;
nor  shall  any single or partial exercise of any right,  remedy,
power  or  privilege  hereunder preclude  any  other  or  further
exercise  thereof  or  the exercise of any other  right,  remedy,
power  or privilege.  The rights, remedies, powers and privileges
herein  provided are cumulative and not exclusive of any  rights,
remedies, powers and privileges provided by law.

     10.04     Expenses; Indemnity; Damage Waiver.

     (a)   Costs  and Expenses.  The Borrower shall pay  (i)  all
reasonable  out of pocket expenses incurred by the Administrative
Agent  and its Affiliates (including the reasonable fees, charges
and  disbursements of counsel for the Administrative  Agent),  in
connection with the syndication of the credit facilities provided
for herein, the preparation, negotiation, execution, delivery and
administration  of  this Agreement and the other  Loan  Documents
(which in the case of administration shall be expenses which  are
consistent  with  practices  and activities  that  are  generally
accepted   and  customary  for  administrative  agents   in   the
syndicated  loan  market)  or  any amendments,  modifications  or
waivers  of the provisions hereof or thereof (whether or not  the
transactions   contemplated   hereby   or   thereby   shall    be
consummated), (ii) all reasonable out of pocket expenses incurred
by  the  L/C  Issuer in connection with the issuance,  amendment,
renewal  or  extension of any Letter of Credit or any demand  for
payment  thereunder and (iii) all out of pocket expenses incurred
by  the  Administrative  Agent, any  Lender  or  the  L/C  Issuer
(including the fees, charges and disbursements of any counsel for
the  Administrative  Agent, any Lender or the  L/C  Issuer),  and
shall  pay  all fees and time charges for attorneys  who  may  be
employees  of  the Administrative Agent, any Lender  or  the  L/C
Issuer, in connection with the enforcement or protection  of  its
rights  (A) in connection with this Agreement and the other  Loan
Documents,  including its rights under this Section,  or  (B)  in
connection  with  the  Loans made or  Letters  of  Credit  issued
hereunder,  including  all such out of pocket  expenses  incurred
during  any workout, restructuring or negotiations in respect  of
such Loans or Letters of Credit.

     (b)  Indemnification by the Borrower.  The Borrower shall
indemnify the Administrative Agent (and any sub-agent thereof),
each Lender and the L/C Issuer, and each Related Party of any of
the foregoing Persons (each such Person being called an
"Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related
expenses (including the fees, charges and disbursements of any
counsel for any Indemnitee), and shall indemnify and hold
harmless each Indemnitee from all fees and time charges and
disbursements for attorneys who may be employees of any
Indemnitee, incurred by any Indemnitee or asserted against any
Indemnitee by any third party or by the Borrower arising out of,
in connection with, or as a result of (i) the execution or
delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations
hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, (ii) any Loan or Letter of

<PAGE> 79

Credit or the use or proposed use of the proceeds therefrom (including
any refusal by the L/C Issuer to honor a demand for payment under
a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter
of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by
the Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to the Borrower or any of its
Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by the Borrower, and
regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available
to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted
from such Indemnitee's gross negligence, willful misconduct or
breach in bad faith of such Indemnitee's obligations hereunder or
under any other Loan Document.

     (c)  Reimbursement by Lenders.  To the extent that the Borrower
for any reason fails to indefeasibly pay any amount required
under subsection (a) or (b) of this Section to be paid by it to
the Administrative Agent (or any sub-agent thereof), the L/C
Issuer or any Related Party of any of the foregoing, each Lender
severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may
be, such Lender's Applicable Percentage (determined as of the
time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent (or any such sub-
agent) or the L/C Issuer in its capacity as such, or against any
Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent) or L/C Issuer in
connection with such capacity.  The obligations of the Lenders
under this subsection (c) are subject to the provisions of
Section 2.12(d).

     (d)  Waiver of Consequential Damages, Etc.  To the fullest extent
permitted by applicable law, the Borrower shall assert, and
hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of,
in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby,
the transactions contemplated hereby or thereby, any Loan or
Letter of Credit or the use of the proceeds thereof.  No
Indemnitee referred to in subsection (b) above shall be liable
for any damages arising from the use by unintended recipients of
any information or other materials distributed by it through
telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby,
except in the event of gross negligence, willful misconduct or
breach in bad faith by such Indemnitee of this Agreement or any
other Loan Document, as determined by a court of competent
jurisdiction in a final and nonappealable judgment.

     (e)  Payments.  All amounts due under this Section shall be
payable not later than ten Business Days after demand therefor.

<PAGE> 80

     (f)  Survival.  The agreements in this Section shall survive the
resignation of the Administrative Agent and the L/C Issuer, the
replacement of any Lender, the termination of the Aggregate
Commitments and the repayment, satisfaction or discharge of all
the other Obligations.

     10.05     Payments Set Aside.  To the extent that any payment by
or on behalf of the Borrower is made to the Administrative Agent,
the  L/C  Issuer or any Lender, or the Administrative Agent,  the
L/C  Issuer or any Lender exercises its right of setoff, and such
payment  or  the proceeds of such setoff or any part  thereof  is
subsequently   invalidated,  declared   to   be   fraudulent   or
preferential,  set aside or required (including pursuant  to  any
settlement  entered  into by the Administrative  Agent,  the  L/C
Issuer  or  such  Lender in its discretion) to  be  repaid  to  a
trustee,  receiver  or any other party, in  connection  with  any
proceeding under any Debtor Relief Law or otherwise, then (a)  to
the  extent  of  such recovery, the obligation  or  part  thereof
originally  intended  to  be  satisfied  shall  be  revived   and
continued  in  full force and effect as if such payment  had  not
been  made  or such setoff had not occurred, and (b) each  Lender
and  the L/C Issuer severally agrees to pay to the Administrative
Agent  upon demand its applicable share (without duplication)  of
any  amount  so  recovered from or repaid by  the  Administrative
Agent, plus interest thereon from the date of such demand to  the
date  such  payment  is made at a rate per  annum  equal  to  the
applicable  Federal Funds Rate from time to time in effect.   The
obligations of the Lenders and the L/C Issuer under clause (b) of
the  preceding sentence shall survive the payment in full of  the
Obligations and the termination of this Agreement.

     10.06     Successors and Assigns.

     (a)  Successors and Assigns Generally.  The provisions of this
Agreement shall be binding upon and inure to the benefit  of  the
parties  hereto  and  their  respective  successors  and  assigns
permitted  hereby,  except that the Borrower may  not  assign  or
otherwise  transfer  any of its rights or  obligations  hereunder
without the prior written consent of the Administrative Agent and
each Lender and no Lender may assign or otherwise transfer any of
its  rights  or obligations hereunder except (i) to  an  Eligible
Assignee in accordance with the provisions of subsection  (b)  of
this Section, (ii) by way of participation in accordance with the
provisions  of subsection (d) of this Section, (iii)  by  way  of
pledge  or  assignment  of  a security interest  subject  to  the
restrictions of subsection (f) of this Section, or (iv) to an SPC
in  accordance  with  the provisions of subsection  (h)  of  this
Section  (and any other attempted assignment or transfer  by  any
party hereto shall be null and void).  Nothing in this Agreement,
expressed  or  implied, shall be construed  to  confer  upon  any
Person   (other   than  the  parties  hereto,  their   respective
successors  and  assigns permitted hereby,  Participants  to  the
extent  provided in subsection (d) of this Section  and,  to  the
extent expressly contemplated hereby, the Related Parties of each
of  the Administrative Agent, the L/C Issuer and the Lenders) any
legal  or equitable right, remedy or claim under or by reason  of
this Agreement.

     (b)  Assignments by Lenders.  Any Lender may at any time assign
to one or more Eligible Assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion
of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations and in Swing
Line Loans) at the time owing to it); provided that

<PAGE> 81

          (i)  except in the case of an assignment of the entire remaining
     amount of the assigning Lender's Commitment and the Loans at the
     time owing to it or in the case of an assignment to a Lender or
     an Affiliate of a Lender or an Approved Fund with respect to a
     Lender, the aggregate amount of the Commitment (which for this
     purpose  includes Loans outstanding thereunder) or,  if  the
     Commitment  is not then in effect, the principal outstanding
     balance of the Loans of the assigning Lender subject to each such
     assignment,  determined as of the date  the  Assignment  and
     Assumption with respect to such assignment is delivered to the
     Administrative Agent or, if "Trade Date" is specified in the
     Assignment and Assumption, as of the Trade Date, shall not be
     less than $5,000,000 unless each of the Administrative Agent and,
     so long as no Event of Default has occurred and is continuing,
     the Borrower otherwise consents (each such consent not to be
     unreasonably withheld or delayed);

          (ii) each partial assignment shall be made as an assignment of a
     proportionate part of all the assigning Lender's rights and
     obligations under this Agreement with respect to the Loans or the
     Commitment assigned, except that this clause (ii) shall not apply
     to rights in respect of Swing Line Loans;

          (iii)     any assignment of a Commitment must be approved by the
     Administrative Agent, the L/C Issuer and the Swing Line Lender
     unless the Person that is the proposed assignee is itself a
     Lender (whether or not the proposed assignee would otherwise
     qualify as an Eligible Assignee);

          (iv) the parties to each assignment shall execute and deliver to
     the Administrative Agent an Assignment and Assumption, together
     with a processing and recordation fee of $3,500, and the Eligible
     Assignee, if it shall not be a Lender, shall deliver to the
     Administrative Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative
Agent  pursuant to subsection (c) of this Section, from and after
the  effective date specified in each Assignment and  Assumption,
the  Eligible  Assignee  thereunder shall  be  a  party  to  this
Agreement  and,  to the extent of the interest assigned  by  such
Assignment and Assumption, have the rights and obligations  of  a
Lender  under this Agreement, and the assigning Lender thereunder
shall,  to the extent of the interest assigned by such Assignment
and  Assumption,  be  released from its  obligations  under  this
Agreement  (and,  in  the  case of an Assignment  and  Assumption
covering  all  of  the assigning Lender's rights and  obligations
under  this  Agreement, such Lender shall cease  to  be  a  party
hereto)  but  shall continue to be entitled to  the  benefits  of
Sections  3.01, 3.04, 3.05, and 10.04 with respect to  facts  and
circumstances  occurring  prior to the  effective  date  of  such
assignment.   Upon request, the Borrower (at its  expense)  shall
execute  and  deliver  a  Note  to  the  assignee  Lender.    Any
assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this subsection shall be
treated  for purposes of this Agreement as a sale by such  Lender
of  a  participation in such rights and obligations in accordance
with subsection (d) of this Section.

     (c)  Register.  The Administrative Agent, acting solely for this
purpose  as  an  agent  of the Borrower, shall  maintain  at  the
Administrative  Agent's  Office  a copy of  each  Assignment  and
Assumption delivered to it and a register for the recordation  of
the  names and addresses of

<PAGE> 82

the Lenders, and the Commitments of, and principal amounts of the
Loans and L/C Obligations owing to, each  Lender  pursuant to the
terms hereof from time to time  (the "Register").  The entries in
the  Register  shall  be  conclusive,  and  the   Borrower,   the
Administrative Agent and the Lenders  may treat each Person whose
name is recorded in the Register pursuant to  the terms hereof as
a   Lender   hereunder   for   all  purposes of  this  Agreement,
notwithstanding notice to  the  contrary.   The  Register   shall
be  available for  inspection  by  each  of  the Borrower and the
L/C Issuer at any reasonable time  and  from  time to  time  upon
reasonable prior notice.  In addition, at any time that a request
for a consent for a material or substantive  change to  the  Loan
Documents is pending, any Lender wishing  to consult  with  other
Lenders  in  connection therewith  may  request  and receive from
the Administrative Agent a copy of the Register.

     (d)  Participations.  Any Lender may at any time, without the
consent of, or notice to, the Borrower or the Administrative
Agent, sell participations to any financial institution (other
than a natural person or the Borrower or any of the Borrower's
Affiliates or Subsidiaries) (each, a "Participant") in all or a
portion of such Lender's rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or
the Loans (including such Lender's participations in L/C
Obligations and/or Swing Line Loans) owing to it); provided that
(i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent, the Lenders and
the L/C Issuer shall continue to deal solely and directly with
such Lender in connection with such Lender's rights and
obligations under this Agreement.

     Any agreement or instrument pursuant to which a Lender sells
such  a participation shall provide that such Lender shall retain
the  sole  right  to enforce this Agreement and  to  approve  any
amendment,  modification  or waiver of  any   provision  of  this
Agreement; provided that such agreement or instrument may provide
that   such  Lender  will  not,  without  the  consent   of   the
Participant, agree to any amendment, waiver or other modification
described  in clauses (c) or (d) of the first proviso to  Section
10.01  that affects such Participant.  Subject to subsection  (e)
of  this Section, the Borrower agrees that each Participant shall
be  entitled to the benefits of Sections 3.01, 3.04 and  3.05  to
the  same  extent  as if it were a Lender and  had  acquired  its
interest  by  assignment  pursuant  to  subsection  (b)  of  this
Section.   To the extent permitted by law, each Participant  also
shall  be entitled to the benefits of Section 10.08 as though  it
were a Lender, provided such Participant agrees to be subject  to
Section 2.13 as though it were a Lender.

     (e)  Limitation upon Participant Rights.  A Participant shall not
be  entitled to receive any greater payment under Section 3.01 or
3.04  than  the  applicable Lender would have  been  entitled  to
receive   with  respect  to  the  participation  sold   to   such
Participant,  unless  the  sale  of  the  participation  to  such
Participant  is  made with the Borrower's prior written  consent.
In  addition and without limitation of the foregoing sentence,  a
Participant  that would be a Foreign Lender if it were  a  Lender
shall not be entitled to the benefits of Section 3.01 unless  the
Borrower   is  notified  of  the  participation  sold   to   such
Participant and such Participant agrees, for the benefit  of  the
Borrower,  to  comply with Section 3.01(e) and  Section  3.06  as
though it were a Lender.

     (f)  Certain Pledges.  Any Lender may at any time pledge or
assign a security interest in all or any portion of its rights
under this Agreement (including under its Note(s), if any) to
secure obligations of such Lender, including any pledge or
assignment to secure obligations to a

<PAGE> 83

Federal Reserve Bank; provided that no such pledge or assignment
shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.

     (g)  Electronic Execution of Assignments.  The words "execution,"
"signed," "signature," and words of like import in any Assignment
and Assumption shall be deemed to include electronic signatures
or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act, or any
other similar state laws based on the Uniform Electronic
Transactions Act.

     (h)  Special Purpose Funding Vehicles.  Notwithstanding anything
to the contrary contained herein, any Lender (a "Granting
Lender") may grant to a special purpose funding vehicle
identified as such in writing from time to time by the Granting
Lender to the Administrative Agent and the Borrower (an "SPC")
the option to provide all or any part of any Committed Loan that
such Granting Lender would otherwise be obligated to make
pursuant to this Agreement; provided that (i) nothing herein
shall constitute a commitment by any SPC to fund any Committed
Loan, and (ii) if an SPC elects not to exercise such option or
otherwise fails to make all or any part of such Committed Loan,
the Granting Lender shall be obligated to make such Committed
Loan pursuant to the terms hereof or, if it fails to do so, to
make such payment to the Administrative Agent as is required
under Section 2.12(b)(ii).  Each party hereto hereby agrees that
(i) neither the grant to any SPC nor the exercise by any SPC of
such option shall increase the costs or expenses or otherwise
increase or change the obligations of the Borrower under this
Agreement (including its obligations under Section 3.04), (ii) no
SPC shall be liable for any indemnity or similar payment
obligation under this Agreement for which a Lender would be
liable, and (iii) the Granting Lender shall for all purposes,
including the approval of any amendment, waiver or other
modification of any provision of any Loan Document, remain the
lender of record hereunder.  The making of a Committed Loan by an
SPC hereunder shall utilize the Commitment of the Granting Lender
to the same extent, and as if, such Committed Loan were made by
such Granting Lender.  In furtherance of the foregoing, each
party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding
commercial paper or other senior debt of any SPC, it will not
institute against, or join any other Person in instituting
against, such SPC any bankruptcy, reorganization, arrangement,
insolvency, or liquidation proceeding under the laws of the
United States or any State thereof.  Notwithstanding anything to
the contrary contained herein, any SPC may (i) with notice to,
but without prior consent of the Borrower and the Administrative
Agent and with the payment of a processing fee of $3,500, assign
all or any portion of its right to receive payment with respect
to any Committed Loan to the Granting Lender and (ii) disclose on
a confidential basis any non-public information relating to its
funding of Committed Loans to any rating agency, commercial paper
dealer or provider of any surety or Guarantee or credit or
liquidity enhancement to such SPC.

     (i)  Resignation as L/C Issuer or Swing Line Lender after
Assignment.  Notwithstanding anything to the contrary contained
herein, if at any time Bank of America assigns all of its
Commitment and Loans pursuant to subsection (b) above, Bank of
America

<PAGE> 84

may, (i) upon 30 days' notice to   the   Borrower   and   the
Lenders, resign as L/C Issuer and/or (ii) upon 30 days' notice to
the Borrower, resign as Swing Line Lender.  In the event of any
such resignation as L/C Issuer or Swing Line Lender, the Borrower
shall be entitled to appoint from among the Lenders a successor
L/C Issuer or Swing Line Lender hereunder; provided, however,
that no failure by the Borrower to appoint any such successor
shall affect the resignation of Bank of America as L/C Issuer or
Swing Line Lender, as the case may be.  If Bank of America
resigns as L/C Issuer, it shall retain all the rights and
obligations of the L/C Issuer hereunder with respect to all
Letters of Credit issued by it and outstanding as of the
effective date of its resignation as L/C Issuer and all L/C
Obligations with respect thereto (including the right to require
the Lenders to make Base Rate Committed Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section
2.03(c)).  If Bank of America resigns as Swing Line Lender, it
shall retain all the rights of the Swing Line Lender provided for
hereunder with respect to Swing Line Loans made by it and
outstanding as of the effective date of such resignation,
including the right to require the Lenders to make Base Rate
Committed Loans or fund risk participations in outstanding Swing
Line Loans pursuant to Section 2.04(c).

     10.07     Treatment of Certain Information; Confidentiality.
Each  of the Administrative Agent, the Lenders and the L/C Issuer
agrees  to  maintain the confidentiality of the  Information  (as
defined below), except that Information may be disclosed  (a)  to
its   Affiliates  and  to  its  and  its  Affiliates'  respective
partners,  directors, officers, employees, agents,  advisors  and
representatives  (it being understood that the  Persons  to  whom
such  disclosure  is  made will be informed of  the  confidential
nature   of   such  Information  and  instructed  to  keep   such
Information  confidential), (b) to the extent  requested  by  any
regulatory  authority  purporting to have  jurisdiction  over  it
(including  any self-regulatory authority, such as  the  National
Association  of  Insurance  Commissioners),  (c)  to  the  extent
required by applicable laws or regulations or by any subpoena  or
similar  legal  process, (d) to any other party  hereto,  (e)  in
connection with the exercise of any remedies hereunder  or  under
any  other Loan Document or any action or proceeding relating  to
this  Agreement or any other Loan Document or the enforcement  of
rights  hereunder  or  thereunder, (f) subject  to  an  agreement
containing  provisions substantially the same as  those  of  this
Section,  to  (i)  any  assignee of or  Participant  in,  or  any
prospective assignee of or Participant in, any of its  rights  or
obligations   under  this  Agreement  or  (ii)  any   actual   or
prospective  counterparty  (or  its  advisors)  to  any  swap  or
derivative   transaction  relating  to   a   Borrower   and   its
obligations, (g) with the consent of the Borrower or (h)  to  the
extent such Information (x) becomes publicly available other than
as  a result of a breach of this Section or (y) becomes available
to the Administrative Agent, any Lender, the L/C Issuer or any of
their  respective Affiliates on a nonconfidential  basis  from  a
source other than the Borrower.

     For  purposes  of  this  Section,  "Information"  means  all
information received from the Borrower or any Subsidiary relating
to  the  Borrower  or any Subsidiary or any of  their  respective
businesses, other than any such information that is available  to
the  Administrative  Agent, any Lender or the  L/C  Issuer  on  a
nonconfidential basis prior to disclosure by the Borrower or  any
Subsidiary,  provided  that, in the case of information  received
from  the Borrower or any Subsidiary after the date hereof,  such
information  is  clearly identified at the time  of  delivery  as
confidential.     Any   Person   required   to    maintain    the
confidentiality of Information as provided in this Section  shall
be  considered to have complied with its obligation to do  so  if
such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person  would  accord
to its own confidential information.

<PAGE> 85

     10.08     Right of Setoff.  If an Event of Default shall have
occurred and be continuing, each Lender, the L/C Issuer and  each
of  their respective Affiliates is hereby authorized at any  time
and  from  time  to  time,  to the fullest  extent  permitted  by
applicable  law,  to  set  off and apply  any  and  all  deposits
(general  or  special, time or demand, provisional or  final,  in
whatever  currency)  at any time held and other  obligations  (in
whatever  currency)  at any time owing by such  Lender,  the  L/C
Issuer  or any such Affiliate to or for the credit or the account
of  the  Borrower against any and all of the obligations  of  the
Borrower  now or hereafter existing under this Agreement  or  any
other   Loan   Document  to  such  Lender  or  the  L/C   Issuer,
irrespective  of  whether or not such Lender or  the  L/C  Issuer
shall have made any demand under this Agreement or any other Loan
Document  and  although such obligations of the Borrower  may  be
contingent or unmatured or are owed to a branch or office of such
Lender  or  the  L/C Issuer different from the branch  or  office
holding  such  deposit  or obligated on such  indebtedness.   The
rights  of  each  Lender,  the L/C Issuer  and  their  respective
Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender, the
L/C  Issuer or their respective Affiliates may have.  Each Lender
and  the  L/C  Issuer  agrees  to notify  the  Borrower  and  the
Administrative   Agent  promptly  after  any  such   setoff   and
application, provided that the failure to give such notice  shall
not affect the validity of such setoff and application.

     10.09     Interest Rate Limitation.  Notwithstanding anything to
the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law
(the "Maximum Rate").  If the Administrative Agent or any Lender
shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of
the Loans or, if it exceeds such unpaid principal, refunded to
the Borrower.  In determining whether the interest contracted
for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Law, (a) characterize any payment that is
not principal as an expense, fee, or premium rather than
interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal
or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.

     10.10     Counterparts; Integration; Effectiveness.  This
Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together
shall constitute a single contract.  This Agreement and the other
Loan Documents constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating
to the subject matter hereof.  Except as provided in Section
4.01, this Agreement shall become effective when it shall have
been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the
other parties hereto.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.

     10.11     Survival of Representations and Warranties.  All
representations and warranties made hereunder and in any other
Loan Document or other document delivered pursuant hereto or
thereto or in connection herewith or therewith shall survive the
execution and delivery hereof and thereof.  Such representations
and warranties have been or will be relied

<PAGE> 86

upon by the Administrative Agent and each Lender, regardless of any
investigation made by the Administrative Agent or any Lender or
on their behalf and notwithstanding that the Administrative Agent
or any Lender may have had notice or knowledge of any Default at
the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation
hereunder shall remain unpaid or unsatisfied or any Letter of
Credit shall remain outstanding.

     10.12     Severability.  If any provision of this Agreement or
the other Loan Documents is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability of
the remaining provisions of this Agreement and the other Loan
Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid
provisions the economic effect of which comes as close as
possible to that of the illegal, invalid or unenforceable
provisions.  The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

     10.13     Replacement of Lenders.  If any Lender requests
compensation under Section 3.04, or if the Borrower is required
to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01,
or if any Lender is a Defaulting Lender, then the Borrower may,
at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, Section
10.06), all of its interests, rights and obligations under this
Agreement and the related Loan Documents to an assignee that
shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment), provided that:

     (a)  the Borrower shall have paid to the Administrative Agent the
assignment fee specified in Section 10.06(b);

     (b)  such Lender shall have received payment of an amount equal
to the outstanding principal of its Loans and L/C Advances,
accrued interest thereon, accrued fees and all other amounts
payable to it hereunder and under the other Loan Documents
(including any amounts under Section 3.05) from the assignee (to
the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts);

     (c)  in the case of any such assignment resulting from a claim
for compensation under Section 3.04 or payments required to be
made pursuant to Section 3.01, such assignment will result in a
reduction in such compensation or payments thereafter; and

     (d)  such assignment does not conflict with applicable Laws.

     A  Lender  shall not be required to make any such assignment
or  delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower  to
require such assignment and delegation cease to apply.

<PAGE> 87

     10.14     Governing Law; Jurisdiction; Etc.

     (a)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     (b)  SUBMISSION TO JURISDICTION.  THE BORROWER IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT
COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR
FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
PARTIES HERETO 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 FULLEST
EXTENT PERMITTED BY APPLICABLE 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 OR IN ANY
OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES
IN THE COURTS OF ANY JURISDICTION.

     (c)  WAIVER OF VENUE.  THE BORROWER IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY
COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM
TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT.

     (d)  SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS
TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 10.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT
OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY APPLICABLE LAW.

     10.15      Waiver  of Jury Trial.  EACH PARTY HERETO  HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW,  ANY  RIGHT  IT  MAY HAVE TO A TRIAL BY JURY  IN  ANY  LEGAL
PROCEEDING  DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING  TO
THIS  AGREEMENT  OR ANY OTHER LOAN DOCUMENT OR  THE  TRANSACTIONS
CONTEMPLATED  HEREBY OR

<PAGE> 88

THEREBY (WHETHER BASED ON CONTRACT,  TORT OR  ANY  OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT  NO  REPRESENTATIVE,   AGENT
OR  ATTORNEY  OF  ANY  OTHER  PERSON  HAS REPRESENTED,  EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT,  IN  THE EVENT OF
LITIGATION,   SEEK   TO   ENFORCE  THE  FOREGOING WAIVER  AND (B)
ACKNOWLEDGES  THAT  IT  AND  THE  OTHER  PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY,  AMONG  OTHER  THINGS,  THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.

     10.16     USA PATRIOT Act Notice.  Each Lender that is subject to
the Act (as hereinafter defined) and the Administrative Agent
(for itself and not on behalf of any Lender) hereby notifies the
Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the "Act"), it is required to obtain, verify and record
information that identifies the Borrower, which information
includes the name and address of the Borrower and other
information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with
the Act.

<PAGE> 89

IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Agreement to be duly executed as of the date first above written.

                              SEABOARD CORPORATION

                              By:    /s/ Robert L. Steer
                              Name:  Robert L. Steer
                              Title: Senior Vice President, Chief Financial
                                     Officer and Treasurer
<PAGE> S-1


                              BANK OF AMERICA, N.A., as
                              Administrative Agent

                              By:    /s/ Joan Mok
                              Name:  Joan Mok
                              Title: Assistan Vice President

<PAGE> S-2

                              BANK OF AMERICA, N.A., as a Lender,
                              a L/C Issuer and Swing Line Lender

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

<PAGE> S-3

                              THE BANK OF NOVA SCOTIA
                              ATLANTA AGENCY

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

<PAGE> S-4

                              HARRIS TRUST AND SAVINGS BANK

                              By:    /s/ John R. Carley
                              Name:  John R. Carley
                              Title: Vice President

<PAGE> S-5

                              THE BANK OF NEW YORK

                              By:    /s/ Mark O'Connor
                              Name:  Mark O'Connor
                              Title: Vice President

<PAGE> S-6

                              SUNTRUST BANK

                              By:    /s/ Hugh E. Brown
                              Name:  Hugh E. Brown
                              Title: Vice President

<PAGE> S-7

                              COOPERATIEVE  CENTRALE  RAIFFEISEN-
                              BOERENLEENBANK,   B.A.,   "RABOBANK
                              INTERNATIONAL", NEW YORK BRANCH

                              By:    /s/ James V. Kenwood
                              Name:  James V. Kenwood
                              Title: Vice President


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

<PAGE> S-8

                              U.S.   AGBANK,  FCB,  AS  DISCLOSED
                              AGENT

                              By:    /s/ Travis W. Ball
                              Name:  Travis W. Ball
                              Title: Vice President

<PAGE> S-9