S-118
                                                                EXECUTION COPY


  ___________________________________________________________________________

                          LONG TERM CREDIT AGREEMENT

                          Dated as of March 31, 1998

                                     among


                        AGRIBRANDS INTERNATIONAL, INC.


               THE SUBSIDIARY BORROWERS AND SUBSIDIARY OBLIGORS
                        FROM TIME TO TIME PARTY HERETO,

                 THE FINANCIAL INSTITUTIONS FROM TIME TO TIME
                           PARTY HERETO AS LENDERS,

                                      and

                              ABN AMRO BANK N.V.,
                                   as Agent

                                      and

                        CREDIT LYONNAIS CHICAGO BRANCH,
                             as Syndication Agent

                                      and

                           THE BANK OF NOVA SCOTIA,
                            as Documentation Agent

                 

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     TABLE  OF  CONTENTS
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<TABLE>
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<S>                                                                                              <C>
ARTICLE I:  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
1.1  Certain Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
1.2  Currency Equivalents.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19
ARTICLE II:  THE CREDITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19
2.1  Revolving Loans to the Company and the Subsidiary Borrowers. . . . . . . . . . . . . . . .    19
2.2  Prepayments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
2.3  Method of Borrowing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
2.4  Method of Selecting Types and Interest Periods for Advances; Determination of Applicable
Margins, Interest on Advances to Purina Korea, Inc. . . . . . . . . . . . . . . . . . . . . . .    21
(a)  Method of Selecting Types and Interest Periods for Advances. . . . . . . . . . . . . . . .    21
(b)  Determination of Applicable Margins, Applicable Letter of Credit Fee and
Applicable Facility Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21
2.5  Minimum Amount of Each Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
2.6  Method of Selecting Types and Interest Periods for Conversion and Continuation of
Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
(A)  Right to Convert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
(B)  Automatic Conversion and Continuation. . . . . . . . . . . . . . . . . . . . . . . . . . .    25
(C)  No Conversion Post-Default or Post-Unmatured Default . . . . . . . . . . . . . . . . . . .    25
(D)  Conversion/Continuation Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
2.7  Default Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
2.8 Method of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
2.9  Evidence of Debt; Telephonic Notices . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
2.10  Promise to Pay; Interest and Fees; Interest Payment Dates; Interest and Fee Basis; Taxes;
Loan and Control Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
(A)  Promise to Pay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
(B)  Interest Payment Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
(C)  Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
(D)  Interest and Fee Basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
(E)  Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    28
(F)  Loan Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    31
(G)  Entries Binding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    31
2.11  Notification of Advances, Interest Rates, Prepayments and Aggregate Commitment
Reductions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    32
2.12  Lending Installations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    32
2.13  Non-Receipt of Funds by the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . .    32
2.14  Termination Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    32
2.15  Replacement of Certain Lenders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    32
2.16  Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    33
2.17  Letter of Credit Participation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    34
2.18  Reimbursement Obligation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    35
2.19  Cash Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    36
2.20  Letter of Credit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    36
2.21  Indemnification; Exoneration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
2.22  Judgment Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    38
2.23  Currency Disruption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    38
2.24  Termination Date Extension. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    39
ARTICLE III:  CHANGE IN CIRCUMSTANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    39
3.1  Yield Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    39
3.2  Changes in Capital Adequacy Regulations. . . . . . . . . . . . . . . . . . . . . . . . . .    40
3.3  Availability of Types of Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
3.4  Funding Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
3.5  Lender Statements; Survival of Indemnity . . . . . . . . . . . . . . . . . . . . . . . . .    41
ARTICLE IV:  CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    42
4.1  Initial Advances and Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . .    42
4.2  Each Advance and Letter of Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    42
ARTICLE V:  REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . . . . . . . .    42
5.1  Organization; Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    42
5.2  Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    43
5.3  No Conflict; Governmental Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . .    43
5.4  Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
5.5  No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
5.6  Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
(A)  Tax Examinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
(B)  Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
5.7  Litigation; Loss Contingencies and Violations. . . . . . . . . . . . . . . . . . . . . . .    45
5.8  Subsidiaries; Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    45
5.9  ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    45
5.10  Accuracy of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    46
5.11  Securities Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    46
5.12  Material Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    46
5.13  Compliance with Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    47
5.14  Assets and Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    47
5.15  Statutory Indebtedness Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . .    47
5.16  Post-Retirement Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    47
5.17  Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    47
5.18  Contingent Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    47
5.19  Restricted Junior Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    48
5.20  Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    48
5.21  Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    48
5.22  Foreign Employee Benefit Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    49
ARTICLE VI:  COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    49
6.1  Reporting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    49
(A)  Financial Reporting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    49
(B)  Notice of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    50
(C)  Lawsuits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    51
(D)  Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    51
(E)  ERISA Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    51
(F)  Labor Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    53
(G)  Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    53
(H)  Other Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    53
(I)  Environmental Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    53
(J)  Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    53
6.2  Affirmative Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    53
(A)  Existence, Etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    53
(B)  Corporate Powers; Conduct of Business. . . . . . . . . . . . . . . . . . . . . . . . . . .    54
(C)  Compliance with Laws, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    54
(D)  Payment of Taxes and Claims; Tax Consolidation . . . . . . . . . . . . . . . . . . . . . .    54
(E)  Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    54
(F)  Inspection of Property; Books and Records; Discussions . . . . . . . . . . . . . . . . . .    54
(G)  ERISA Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    55
(H)  Maintenance of Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    55
(I)  Environmental Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    55
(J)  Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    55
(K)  Foreign Employee Benefit Compliance. . . . . . . . . . . . . . . . . . . . . . . . . . . .    56
6.3  Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    56
(A)  Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    56
(B)  Sales of Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    56
(C)  Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    57
(D)  Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    57
(E)  Contingent Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    58
(F)  Restricted Junior Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    59
(G)  Conduct of Business; Subsidiaries; Acquisitions. . . . . . . . . . . . . . . . . . . . . .    59
(H)  Transactions with Shareholders and Affiliates. . . . . . . . . . . . . . . . . . . . . . .    60
(I)  Sales and Leasebacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    60
(J)  Margin Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    60
(K)  ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    60
(L)  Issuance of Equity Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    61
(M)  Organizational Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    61
(N)  Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    61
(O)  Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    61
(P)  Hedging Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    61
(Q)  Subsidiary Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    62
6.4  Financial Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    62
(A)  Interest Coverage Ratio. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    62
(B)  Maximum Leverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    62
(C)  Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    62
(D)  Minimum Consolidated Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    63
(E)  Country Debt Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    63
ARTICLE VII:  DEFAULTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    65
7.1  Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    65
ARTICLE VIII:  ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS
AND REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    67
8.1  Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    67
(a)  Termination of Commitments; Acceleration . . . . . . . . . . . . . . . . . . . . . . . . .    67
(b)  Rescission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    68
(c) Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    68
8.2  Defaulting Lender. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    68
8.3  Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    69
8.4  Preservation of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    70
ARTICLE IX:  GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    70
9.1  Survival of Representations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    70
9.2  Governmental Regulation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    70
9.3  Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    70
9.5  Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    71
9.7  Expenses; Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    71
(A)  Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    71
(B)  Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    72
(C)  Waiver of Certain Claims; Settlement of Claims . . . . . . . . . . . . . . . . . . . . . .    73
(D)  Survival of Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    73
9.8  Numbers of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    73
9.9  Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    73
9.10  Severability of Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    73
9.11  Nonliability of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    73
9.12  GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    73
9.13  CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL . . . . . . . . . . . . . . . . .    74
(A)  JURISDICTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    74
(B)  OTHER JURISDICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    74
(C)  VENUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    74
(D)  WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    74
9.14  Subordination of Intercompany Indebtedness. . . . . . . . . . . . . . . . . . . . . . . .    75
9.15  No Strict Construction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    76
ARTICLE X:  THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    76
10.1  Appointment; Nature of Relationship . . . . . . . . . . . . . . . . . . . . . . . . . . .    76
10.2  Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    76
10.3  General Immunity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    76
10.4  No Responsibility for Loans, Creditworthiness, Collateral, Recitals, Etc. . . . . . . . .    77
10.5  Action on Instructions of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . .    77
10.6  Employment of Agents and Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    77
10.7  Reliance on Documents; Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    77
10.8  The Agent's Reimbursement and Indemnification . . . . . . . . . . . . . . . . . . . . . .    77
10.9  Rights as a Lender. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    78
10.10  Lender Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    78
10.11  Successor Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    78
10.12  Collateral Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    78
ARTICLE XI:  SETOFF; RATABLE PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    79
11.1  Setoff. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    79
11.2  Ratable Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    79
11.3  Application of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    79
11.4  Relations Among Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    80
ARTICLE XII:  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS . . . . . . . . . . . . . . . .    81
12.1  Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    81
12.2  Participations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    81
(A)  Permitted Participants; Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    81
(B)  Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    81
(C)  Benefit of Setoff. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    81
12.3  Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    82
(A)  Permitted Assignments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    82
(B)  Effect; Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    82
(C)  The Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    83
12.4  Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    83
12.5  Dissemination of Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    83
ARTICLE XIII:  NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    84
13.1  Giving Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    84
13.2  Change of Address . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    84
ARTICLE XIV:  COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    84
</TABLE>







                            EXHIBITS AND SCHEDULES

                                   EXHIBITS
                                   --------

EXHIBIT  A          --          Commitments
(Definitions)

EXHIBIT  B          --          [Reserved]

EXHIBIT  C          --          Form  of  Compliance  Certificate
                                (Definitions, 4.2,  6.1(A)(iii))

EXHIBIT  D          --          Form  of  Assignment  Agreement
                                (2.15,  12.3)

EXHIBIT  E          --          List  of  Closing  Documents
                                (4.1)

EXHIBIT  F          --          Form  of  Officer's  Certificate
                                (4.2,  6.1(A)(iii))

EXHIBIT  G          --          Financial  Statements
                                (5.4(A),  5.18)

EXHIBIT  H          --          Form  of  Request  for  Letter  of  Credit
                                (2.16)

EXHIBIT  I          --          Form  of  Letter  of  Credit
                                (2.16)


                                   SCHEDULES
                                   ---------


The  information  presented  on each of the following Schedules is dated as of
February  28,  1998.

Schedule  1.1.1               --     Permitted Existing Contingent Obligations
                                    (Definitions)

Schedule  1.1.2           --     Permitted Existing Indebtedness (Definitions)

Schedule  1.1.3            --     Permitted Existing Investments (Definitions)

Schedule  1.1.4                  --     Permitted Existing Liens (Definitions)

Schedule  2.16(b)          --          Existing  Letters of Credit (  2.16(b))

Schedule  5.3                  --     Conflicts; Governmental Consents (  5.3)

Schedule  5.7                    --     Litigation; Loss Contingencies (  5.7)

Schedule  5.8                    --          Subsidiaries  (    5.8)

Schedule  5.17                    --       Insurance (   5.17, 6.1(D), 6.2(E))

Schedule  5.20          --     Labor Matters; Compensation Agreements (  5.20)

Schedule  5.21                    --          Environmental  Matters  (  5.21)

Schedule  6.3(F)                    --          Restricted  Junior  Payments

Schedule  6.3(H)          --     Transactions with Shareholders and Affiliates


                         LONG  TERM  CREDIT  AGREEMENT


     This  Long  Term  Credit  Agreement dated as of March 31, 1998 is entered
into  among  AGRIBRANDS  INTERNATIONAL,  INC.,  a  Missouri  corporation,  any
SUBSIDIARY  BORROWERS  and any SUBSIDIARY OBLIGORS  (as such terms are defined
herein)  which  are  now  or  may hereafter become a party hereto from time to
time,  the financial institutions from time to time a party hereto as LENDERS,
whether  by  execution  of  this  Agreement  or  an  assignment and acceptance
pursuant  to  Section  12.3,  ABN AMRO BANK N.V., in its capacity as Agent for
              -------------
itself  and  the  other  Lenders.    The  parties  hereto  agree  as  follows:


ARTICLE  I:    DEFINITIONS
--------------------------

     1.1    In  addition  to  the  terms  defined  in  other  sections of this
Agreement, the following terms used in this Agreement shall have the following
meanings,  applicable  both  to the singular and the plural forms of the terms
defined:

     As  used  in  this  Agreement:

     "ACQUISITION"  means  any  transaction,  or  any  series  of  related
      -----------
transactions, consummated on or after the date of this Agreement, by which the
      -----
Company  or  any  Subsidiary of the Company (i) acquires any going business or
all  or  substantially  all of the assets of any firm, corporation or division
thereof,  whether  through purchase of assets, merger or otherwise, including,
without  limitation,  by surrender of or foreclosure on collateral provided by
customers or (ii) directly or indirectly acquires (in one transaction or as of
the  most  recent  transaction in a series of transactions, including, without
limitation,  by  surrender  of  or  foreclosure  on  collateral  provided  by
customers)  at  least  a  majority  (in number of vote) of the securities of a
corporation  which  have  ordinary  voting power for the election of directors
(other  than securities having such power only by reason of the happening of a
contingency)  or a majority (by percentage of voting power) of the membership,
ownership  or  other equity interests in a limited liability company or of the
outstanding  partnership  interests  of  a  partnership.

     "ADVANCE"  means a borrowing hereunder consisting of the aggregate amount
      -------
of  the  several Loans made by the Lenders to a Borrower of the same Type and,
in  the  case  of  Eurodollar Advances and Korean Eurodollar Advances, for the
same  Interest  Period.

     "AFFECTED  LENDER"  is  defined  in  Section  2.15  hereof.
      ----------------                    -------------

     "AFFILIATE"  of  any Person means any other Person directly or indirectly
      ---------
controlling, controlled by or under common control with such Person.  A Person
shall  be  deemed  to  control another Person if the controlling Person is the
"beneficial  owner"  (as  defined  in Rule 13d-3 under the Securities Exchange
Act)  of greater than ten percent (10%) or more of any class of voting Capital
Stock  (or  other  voting  interests)  of  the controlled Person or possesses,
directly  or  indirectly,  the  power  to direct or cause the direction of the
management  or  policies  of the controlled Person through ownership of Equity
Interests.    In  addition, each director of a Borrower or any Subsidiary of a
Borrower  shall  be  deemed  to  be  an  Affiliate  of  each  Borrower.

     "AGENT"  means  ABN  AMRO  Bank  N.V.  in  its  capacity  as  contractual
      -----
representative for itself and the Lenders pursuant to Article X hereof and any
      ---                                             ---------
successor  Agent  appointed  pursuant  to  Article  X  hereof.
                                           ----------

     "AGGREGATE  COMMITMENT" means the aggregate of the Commitments of all the
      ---------------------
Lenders  under  this  Agreement  as adjusted from time to time pursuant to the
terms  hereof.    The  initial  Aggregate Commitment is Fifty-Five Million and
00/100  Dollars  ($55,000,000.00).

     "AGREEMENT"  means this Long Term Credit Agreement, as it may be amended,
      ---------
restated  or  otherwise  modified  and  in  effect  from  time  to  time.

     "AGREEMENT  ACCOUNTING  PRINCIPLES"  means  generally accepted accounting
      ---------------------------------
principles as in effect as of the date of this Agreement in the United States.
If  any  changes  in  generally  accepted  accounting principles are hereafter
required or permitted and are adopted by the Company with the agreement of its
independent  certified  public accountants and such changes result in a change
in  the  method of calculation of any of the financial covenants, restrictions
or  standards  herein  or  in  the  related  definitions or terms used therein
("Covenant  Accounting  Changes"),  the  parties  hereto  agree  to enter into
      -------------------------
negotiations,  in  good  faith,  in order to amend such provisions in a credit
neutral manner so as to reflect equitably such changes with the desired result
that  the  criteria  for  evaluating  the  Company's  consolidated  financial
condition shall be the same after such changes as if such changes had not been
made;  provided,  however,  that  no Covenant Accounting Change shall be given
       --------   -------
effect  in  such  calculations  until  such provisions are amended in a manner
reasonably satisfactory to the Required Lenders.  If such amendment is entered
into,  all  references  in  this  Agreement to Agreement Accounting Principles
shall  mean  generally  accepted  accounting principles as of the date of such
amendment  except as agreed in connection with the Covenant Accounting Changes
set  forth  in  such  an  amendment and together with any changes in generally
accepted  accounting principles after the date of such amendment which are not
Covenant  Accounting  Changes.

     "ALTERNATE  BASE RATE" means, for any day, a fluctuating rate of interest
      --------------------
per  annum equal to the higher of (i) the Prime Rate for such day and (ii) the
sum  of  (a) the Federal Funds Effective Rate for such day and (b) one-half of
one  percent  (0.5%)  per  annum.

     "APPLICABLE  FACILITY  FEE" as at any date of determination, shall be the
      -------------------------
rate  per  annum  then  applicable  in the determination of the amount payable
under  Section  2.10(C) with respect to the Aggregate Commitment determined in
       ----------------
accordance  with  the  provisions  of  Section  2.4(b).
                                       ---------------

     "APPLICABLE  EURODOLLAR MARGIN" as at any date of determination, shall be
      -----------------------------
the  rate  per  annum  then applicable to Eurodollars Rate Loans determined in
accordance  with  the  provisions  of  Section  2.4(b).
                                       ---------------

     "APPLICABLE  BASE  RATE MARGIN" as at any date of determination, shall be
      -----------------------------
the rate per annum then applicable to Base Rate Loans determined in accordance
with  the  provisions  of  Section  2.4(b).
                           ---------------

     "APPLICABLE  LETTER OF CREDIT FEE" as at any date of determination, shall
      --------------------------------
be  the  rate  per  annum  then  applicable in the determination of the amount
payable  under  Section  2.20 with respect to Letters of Credit, determined in
                -------------
accordance  with  the  provisions  of  Section  2.4(b).
                                       ---------------

     "APPLICABLE  MARGIN(S)"  is  defined  in  Section  2.4(b).
      ---------------------                    ---------------

     "ARRANGER"  means  ABN AMRO Bank N.V. in its capacity as the arranger for
      --------
the  loan  transaction  evidenced  by  this  Agreement.

     "AUTHORIZED  OFFICER"  means  any  of  the chief executive officer, chief
      -------------------
operating  officer,  chief  financial  officer,  controller and treasurer of a
Borrower,  acting  singly.

     "BASE  RATE"  means,  for any day for any Loan, a rate per annum equal to
      ----------
(i)  the  Alternate  Base Rate for such day plus (ii) the Applicable Base Rate
Margin  applicable  to such Loan, changing when and as the Alternate Base Rate
changes.

     "BASE  RATE  ADVANCE"  means  an Advance which bears interest at the Base
      -------------------
Rate.

     "BASE  RATE  LOAN" means a Loan, or portion thereof, which bears interest
      ----------------
at  the  Base  Rate.

     "BENEFIT  PLAN"  means a defined benefit plan as defined in Section 3(35)
      -------------
of  ERISA (other than a Multiemployer Plan) in respect of which the Company or
any  other  member  of  the  Controlled  Group  is,  or within the immediately
preceding  six  (6)  years  was,  an  "employer" as defined in Section 3(5) of
ERISA.

     "BORROWER"  shall  mean  the  Company, Agribrands Canada, Inc., a company
      --------
organized  under  the federal laws of Canada, Purina Italia, S.p.A., a company
organized  under  the  laws of Italy, Purina Espana, S.A., a company organized
under  the  laws  of  Spain,  Purina Hungaria Animal Feed Production & Trading
Company,  Ltd.,  a  company  organized  under  the laws of Hungary, and Purina
Korea,  Inc., a corporation organized under the laws of the Republic of Korea,
and  each  of  their  respective  successors  and  assigns.

     "BORROWING  DATE"  means  a  date on which an Advance, is made hereunder.
      ---------------

     "BORROWING  NOTICE"  is  defined  in  Section  2.4(a)  hereof.
      -----------------                    ---------------

     "BUSINESS  DAY"  means (i) with respect to any borrowing, payment or rate
      -------------
selection  of  Revolving  Loans bearing interest at the Eurodollar Rate, a day
(other  than a Saturday or Sunday) on which banks are open for business in New
York,  New  York  and Chicago, Illinois and on which dealings in United States
Dollars  and  Korean  Won  are carried on in the relevant interbank market and
(ii)  for  all other purposes a day (other than a Saturday or Sunday) on which
banks  are  open  for  business  in  New York, New York and Chicago, Illinois.

     "CALCULATION DATE" means (i) with respect to any Revolving Loan or Letter
      ----------------
of Credit in Korean Won, the Business Day of the making of such Revolving Loan
or  the issuance of the Letter of Credit with respect to Korean Won; (ii) with
respect to outstanding Revolving Loans and Letters of Credit, (x) the Business
Day  on  which  any subsequent Loan is made or Letter of Credit is issued, (y)
the  twenty-fifth  day  of  each  calendar  month  (or,  if such date is not a
Business  Day,  the  next succeeding Business Day), and (z) any other Business
Day  selected  at  the option of the Agent or at the direction of the Required
Lenders;  provided,  with  respect  to any option exercised pursuant to clause
          --------                                                      ------
(ii)(z)  above,  without  the  consent  of the Agent required to calculate the
   ----
applicable  Exchange  Rate, the Calculation Date selected shall not be earlier
   -
than  the  second  (2nd)  Business  Day  following  exercise  of  such option.

     "CAPITAL  EXPENDITURES"  means,  for  any  period,  the  aggregate of all
      ---------------------
expenditures  (whether  paid  in  cash or accrued as liabilities and including
Capitalized  Leases)  by  the  Company and its Subsidiaries during that period
that,  in  conformity with Agreement Accounting Principles, are required to be
included  in  or  reflected by the property, plant, equipment or similar fixed
asset  accounts reflected in the consolidated balance sheet of the Company and
its  Subsidiaries  other  than with respect to the acquisition of inventory in
the  ordinary  course  of  business.

     "CAPITAL  STOCK" means (i) in the case of a corporation, corporate stock,
      --------------
(ii)  in  the  case  of an association or business entity, any and all shares,
interests,  participations, rights or other equivalents (howsoever designated)
of  corporate stock, (iii) in the case of a partnership, partnership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or  distributions  of  assets  of,  the  issuing  person,  in  each  such case
regardless  of  class  or  designation.

     "CAPITALIZED  LEASE"  of  a  Person  means  any lease of property by such
      ------------------
Person  as lessee which would be capitalized on a balance sheet of such Person
prepared  in  accordance  with  Agreement  Accounting  Principles.

     "CAPITALIZED  LEASE  OBLIGATIONS"  of  a  Person  means the amount of the
      -------------------------------
obligations of such Person under Capitalized Leases which would be capitalized
on  a  balance  sheet  of  such  Person  prepared in accordance with Agreement
Accounting  Principles.

     "CASH  COLLATERAL  ACCOUNT" means that certain deposit account maintained
      -------------------------
at all times by the Company at ABN AMRO Bank N.V. with a balance not less than
$25,000,000  at  any  time.

     "CASH  EQUIVALENTS"  means  (i)  marketable  direct obligations issued or
      -----------------
unconditionally  guaranteed  by  the  government  of  the United States or the
government  of  any member of the European Union; (ii) domestic and Eurodollar
certificates  of deposit and time deposits, bankers' acceptances issued by any
commercial  bank  organized  under  the  laws  of the United States, any state
thereof,  the District of Columbia, or its branches or agencies or the laws of
any  member  of  the  European  Union  and  having  a rating of B or better by
Thompson  BankWatch,  or rated A or better by S&P and A2 or better by Moody's;
(iii)  shares  of  money  market, mutual or similar funds having net assets in
excess  of $500,000,000 maturing or being due or payable in full not more than
one hundred eighty (180) days after any Borrower's acquisition thereof and the
investments  of  which  are  limited  to  investment  grade  securities (i.e.,
securities  rated  at  least  Baa  by Moody's or at least BBB by S&P) and (iv)
commercial paper of United States and foreign banks and bank holding companies
and  their  subsidiaries  and  United  States and foreign finance, commercial,
industrial  or  utility companies which, at the time of acquisition, are rated
A-1 (or better) by S&P or P-1 (or better) by Moody's, or are backed by letters
of  credit  from  banks  rated B or better by Thompson BankWatch or rated A or
better  by  S&P  and  A2 or better by Moody's; provided that the maturities of
                                               --------
such  Cash  Equivalents  shall  not  exceed  365  days.

     "CASH  INTEREST  EXPENSE"  will  mean, for any period, the total Interest
      -----------------------
Expense of the applicable entity actually paid in cash (including the interest
component of Capitalized Leases but excluding the arrangement fee set forth in
the  letter  agreement  between  the Agent, the Arranger and the Company dated
February  25,  1998) all as determined in conformity with Agreement Accounting
Principles.

     "CHANGE"  is  defined  in  Section  3.2  hereof.
      ------                    ------------

     "CHANGE  OF  CONTROL"  means  any  of  the  following:
      -------------------

     (i)     any "person" or "group" (as such terms are used in Sections 13(d)
                                                                --------------
and 14(d) of the Exchange Act)is or becomes the "beneficial owner" (as defined
    -----
in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be
deemed  to  have "beneficial ownership" of all securities that such person has
the  right  to  acquire, whether such right is exercisable immediately or only
after  the  passage  of  time), directly or indirectly, of  20% or more of the
combined  voting  power  of  the Company's Capital Stock ordinarily having the
right  to  vote  at  an  election  of  directors;

     (ii)          during  any  period  of  12  consecutive  calendar  months,
individuals:

(a)      who were directors of the Company on the first day of such period, or

(b)     whose election or nomination for election to the board of directors of
the  Company  was  recommended  or  approved  by  at  least  a majority of the
directors  then still in office who were directors of the Company on the first
day  of  such  period,  or  whose  election  or nomination for election was so
approved,

shall cease to constitute a majority of the board of directors of the Company;

     (iii)          the  Company  consolidates  with  or  merges  into another
corporation  or  conveys,  transfers or leases all or substantially all of its
property  to  any  Person, or any corporation consolidates with or merges into
the  Company,  in  either  event  pursuant  to  a  transaction  in  which  the
outstanding  Capital  Stock  of the Company is reclassified or changed into or
exchanged  for  cash,  securities  or  other  property;  and

     (iv)         except as provided by Section 6.3(B)(iv) with respect to the
                                        ------------------
sale,  dissolution  or liquidation of certain Subsidiaries of the Company, the
Company  shall  cease  to own of record and beneficially, with sole voting and
dispositive  power, at least 80% of the outstanding shares of Capital Stock of
each  Subsidiary  Borrower  and  each Subsidiary Obligor ordinarily having the
right  to  vote  at an election of directors or shall cease to have the power,
directly  or indirectly, to elect a majority of the board of directors of each
Subsidiary  Borrower.

     "CLOSING  DATE" means the date on which the Agent notifies the Company in
      -------------
writing  that  all of the conditions precedent under Sections 4.1 and 4.2 have
                                                     ------------     ---
been  satisfied  and  any  of  the Borrowers may request Loans, and any of the
Borrowers or the Subsidiary Obligors may request Letters of Credit, under this
Agreement.

     "CODE"  means  the Internal Revenue Code of 1986, as amended, reformed or
      ----
otherwise  modified  from  time  to  time.

     "COLLATERAL  DOCUMENT"  shall  mean the Pledge Agreements, the Guaranties
      --------------------
and  all  other  security  agreements,  mortgages,  loan  agreements,  notes,
guarantees, pledges, powers of attorney, consents, assignments, contracts, fee
letters,  notices,  leases,  financing statements and all other written matter
whether  heretofore, now, or hereafter executed by or on behalf of the Company
or  any  of its Subsidiaries and delivered to the Agent or any of the Lenders,
together with all agreements and documents referred to therein or contemplated
thereby.

     "COLLATERAL"  means  all  property  and interest in property now owned or
      ----------
hereafter  acquired by the Company which has been pledged to the Agent for the
benefit  of  the  Holders  of Secured Obligations under the Pledge Agreements.
"COMMISSION"  means  the  Securities  and  Exchange  Commission and any Person
 ----------
succeeding  to  the  functions  thereof.
 ----

     "COMMITMENT"  means,  for  each  Lender, the obligation of such Lender to
      ----------
make  Revolving Loans, and to purchase participations in Letters of Credit not
exceeding  the Dollar Amount set forth on Exhibit A to this Agreement opposite
                                          ---------
its  name  thereon  under  the  heading  "Commitment" or in the assignment and
acceptance  by  which  it became a Lender, as such amount may be modified from
time  to time pursuant to the terms of this Agreement or to give effect to any
applicable  assignment  and  acceptance.

     "COMPANY"  means  Agribrands International, Inc., a Missouri corporation,
      -------
together  with  its  successors  and  assigns.

     "COMPLIANCE CERTIFICATE" means a certificate substantially in the form of
      ----------------------
Exhibit  C  delivered  to the Agent and each Lender by the Company pursuant to
----------
the  provisions  of  this  Agreement  and  covering,  among  other things, its
--
calculation  of  the  Applicable  Margins, Applicable Facility Fee, Applicable
--
Letter of Credit Fee, its compliance with the financial covenants contained in
--
Section  6.4  and  certain  other  provisions  of  this  Agreement.
------------

     "CONFIDENTIAL  INFORMATION  MEMORANDUM"  means  that certain Confidential
      -------------------------------------
Information  Memorandum dated February 1998 and delivered by the Agent and the
Company  to  prospective  Lenders  in  connection  with  this  Agreement.

     "CONSOLIDATED  EBITDA"  means,  for any period, EBITDA of the Company and
      --------------------
its  Subsidiaries  on  a  consolidated  basis.

     "CONSOLIDATED  NET  WORTH" means, at a particular date, all amounts which
      ------------------------
would  be  included under shareholders' or members' equity for the Company and
its  consolidated  Subsidiaries  deter-mined  in  accordance  with  Agreement
Accounting  Principles.

     "CONTAMINANT"  means  any  waste,  pollutant,  hazardous substance, toxic
      -----------
substance,  hazardous  waste,  special  waste,  petroleum or petroleum-derived
substance  or  waste,  asbestos,  polychlorinated  biphenyls  ("PCBS"), or any
constituent of any such substance or waste, and includes but is not limited to
these terms as defined in Environmental, Health or Safety Requirements of Law.

     "CONTINGENT  OBLIGATION", as applied to any Person, means any Contractual
      ----------------------
Obligation,  contingent  or  otherwise,  of  that  Person  with respect to any
Indebtedness  of  another  or  other  obligation  or  liability  of  another,
including,  without limitation, any such Indebtedness, obligation or liability
of  another  directly  or  indirectly guaranteed, endorsed (otherwise than for
collection  or  deposit  in  the  ordinary  course  of  business),  co-made or
discounted  or  sold with recourse by that Person, or in respect of which that
Person  is  otherwise  directly  or  indirectly  liable, including Contractual
Obligations  (contingent  or  otherwise)  arising  through  any  agreement  to
purchase,  repurchase,  or  otherwise acquire such Indebtedness, obligation or
liability  or  any  security  therefor, or to provide funds for the payment or
discharge  thereof  (whether  in the form of loans, advances, stock purchases,
capital contributions or otherwise), or to maintain solvency, assets, level of
income,  or other financial condition, or to make payment other than for value
received.

     "CONTINGENT  PURCHASE  PRICE OBLIGATION", as applied to any Person, means
      --------------------------------------
any  Contractual  Obligation  of  such  Person  incurred in connection with an
Acquisition  pursuant  to  which  such  Person  is obligated to pay additional
consideration  to  the  applicable seller in the form of an earnout, milestone
payment, contingent purchase price payment, or other similar performance based
compensation  relating  to post-Acquisition financial or operating performance
of  the  business  acquired.

     "CONTRACTUAL  OBLIGATION",  as applied to any Person, means any provision
      -----------------------
of  any  equity  or  debt  securities  issued by that Person or any indenture,
mortgage,  deed  of  trust,  security  agreement,  pledge agreement, guaranty,
contract,  undertaking,  agreement  or  instrument, in any case in writing, to
which that Person is a party or by which it or any of its properties is bound,
or  to  which  it  or  any  of  its  properties  is  subject.

     "CONTROLLED  GROUP"  means  the  group  consisting of (i) any corporation
      -----------------
(other  than  Ralston  Purina  Company and any company that is a subsidiary of
such  company as of the Closing Date) which is a member of the same controlled
group  of  corporations  (within the meaning of Section 414(b) of the Code) as
the  Company;  (ii)  a  partnership or other trade or business (whether or not
incorporated  (other  than  Ralston  Purina  Company and any company that is a
subsidiary  of  such  company  as  of the Closing Date)) which is under common
control  (within  the meaning of Section 414(c) of the Code) with the Company;
and (iii) a member of the same affiliated service group (within the meaning of
Section  414(m)  of  the  Code)  as  the Company, any corporation described in
clause  (i)  above or any partnership or trade or business described in clause
     ------                                                             ------
(ii)  above  (in  each case, other than Ralston Purina Company and any company
 ---
that  is  a  subsidiary  of  such  company  as  of  the  Closing  Date).
 -

     "CONVERSION/CONTINUATION  NOTICE"  is  defined  in Section 2.6(D) hereof.
      -------------------------------                   --------------

     "CUSTOMARY  PERMITTED  LIENS"  means:
      ---------------------------

     (i)       Liens (other than Environmental Liens and Liens in favor of the
IRS  or  the  PBGC)  with  respect  to  the  payment  of taxes, assessments or
governmental  charges  in  all  cases which are not yet due or which are being
contested  in  good faith by appropriate proceedings and with respect to which
adequate  reserves  or  other  appropriate  provisions are being maintained in
accordance  with  Agreement  Accounting  Principles;

     (ii)      statutory Liens of landlords and Liens of suppliers, mechanics,
carriers, materialmen, warehousemen or workmen and other similar Liens imposed
by  law  created in the ordinary course of business for amounts not yet due or
which  are  being  contested in good faith by appropriate proceedings and with
respect  to  which adequate reserves or other appropriate provisions are being
maintained  in  accordance  with  Agreement  Accounting  Principles;

     (iii)     Liens (other than Environmental Liens and Liens in favor of the
IRS  or the PBGC) incurred or deposits made in the ordinary course of business
in  connection  with  worker's  compensation,  unemployment insurance or other
types  of  social  security  benefits  or  to  secure the performance of bids,
tenders,  sales,  contracts  (other than for the repayment of borrowed money),
surety,  appeal and performance bonds; provided that (A) all such Liens do not
                                       --------
in  the  aggregate  materially detract from the value of assets or property of
any  Borrower  taken  as  a  whole or materially impair the use thereof in the
operation of the businesses taken as a whole, and (B) all Liens securing bonds
to stay judgments or in connection with appeals that do not secure at any time
an  aggregate  amount  exceeding  $5,000,000;

     (iv)        Liens arising with respect to zoning restrictions, easements,
licenses,  reservations, covenants, rights-of-way, utility easements, building
restrictions  and  other  similar  charges  or encumbrances on the use of real
property  which  do not interfere with the ordinary conduct of the business of
any  Borrower  or  any  Subsidiary  of  any  Borrower;

     (v)      Liens of attachment or judgment with respect to judgments, writs
or  warrants  of  attachment,  or  similar process against any Borrower or any
Subsidiary  of  any  Borrower  which do not constitute a Default under Section
                                                                       -------
7.1(h);
   ---

     (vi)          Liens arising from leases, subleases or licenses granted to
others which do not interfere in any material respect with the business of any
Borrower  or  any  Subsidiary  of  any  Borrower;  and

     (vii)      any interest or title of the lessor in the property subject to
any  operating  lease  entered  into  by any Borrower or any Subsidiary of any
Borrower  in  the  ordinary  course  of  business.

     "DEFAULT"  means  an  event  described  in  Article  VII  hereof.
      -------                                    ------------

     "DOL"  means  the  United  States  Department  of  Labor  and  any Person
      ---
succeeding  to  the  functions  thereof.
      --

     "DOLLAR"  or  "$" means the lawful money of the United States of America.
      ------        -

     "DOLLAR  AMOUNT" of any currency at any date shall mean (i) the amount of
      --------------
such  currency  if  such  currency is Dollars or (ii) the Equivalent Amount of
Dollars if such currency is any currency other than Dollars, calculated on the
basis  of  the  then  applicable  Exchange  Rate.

     "EBITDA"  will  mean,  for  any  period,  on a consolidated basis for the
      ------
applicable  Person,  the  sum  of  the  amounts  for  such  period,  without
duplication,  of  (i)  net  sales minus (ii) cost of products sold minus (iii)
                                  -----                            -----
selling,  general  and administrative expenses, plus (iv) depreciation expense
                                                ----
to  the  extent  deducted  in  computing the amounts in clauses (ii) and (iii)
                                                        ------------     -----
above,  plus  (v)  amortization  expense,  including,  without  limitation,
        ----
amortization of goodwill and other intangible assets to the extent deducted in
       --
computing  the  amounts  in clauses (ii) and (iii) above, all as determined in
                            ------------     -----
accordance  with  Agreement Accounting Principles.  EBITDA for each Subsidiary
shall  be  calculated  excluding  the  effect of any service fees paid by such
Subsidiary  to  the  Company.

     "EBITDA CONTRIBUTION RATIO" shall mean the ratio of (i) Total Debt of the
      -------------------------
Company  and its Subsidiaries to (ii) the sum of 100% of EBITDA contributed by
Subsidiaries  in  countries with a rating of equal to or better than BBB- from
S&P  and  Baa3  from  Moody's and 50% of EBITDA contributed by Subsidiaries in
countries  with  a  rating of lower than BBB- from S&P or lower than Baa3 from
Moody's.

     "ENVIRONMENTAL,  HEALTH  OR  SAFETY  REQUIREMENTS  OF  LAW"  means  all
      ---------------------------------------------------------
Requirements  of  Law  derived from or relating to foreign, federal, state and
      ---
local laws or regulations relating to or addressing pollution or protection of
the  environment, or protection of worker health or safety, including, but not
limited  to,  the  Comprehensive  Environmental  Response,  Compensation  and
Liability  Act,  42  U.S.C.   9601 et seq., the Occupational Safety and Health
                                   -- ---
Act  of  1970,  29  U.S.C.      651 et seq., and the Resource Conservation and
                                    -- ---
Recovery  Act  of  1976,  42 U.S.C.   6901 et seq., in each case including any
                                           -- ---
amendments  thereto,  any  successor statutes, and any regulations or guidance
promulgated  thereunder,  and  any  state  or  local  equivalent  thereof.

     "ENVIRONMENTAL  LIEN" means a lien in favor of any Governmental Authority
      -------------------
for  (a)  any  liability under Environmental, Health or Safety Requirements of
Law,  or  (b)  damages  arising  from,  or costs incurred by such Governmental
Authority  in  response  to,  a Release or threatened Release of a Contaminant
into  the  environment.

     "ENVIRONMENTAL PROPERTY TRANSFER ACT" means any applicable requirement of
      -----------------------------------
law  that  conditions,  restricts,  prohibits  or requires any notification or
disclosure  triggered  by the closure of any property or the transfer, sale or
lease  of  any  property  or  deed or title for any property for environmental
reasons,  including,  but  not  limited  to,  any  so-called  "Industrial Site
Recovery  Act"  or  "Responsible  Property  Transfer  Act."

     "EQUIPMENT" means all of the present and future (i) equipment, including,
      ---------
without  limitation,  machinery,  manufacturing,  distribution,  selling, data
processing  and  office  equipment,  assembly  systems,  tools,  molds,  dies,
fixtures,  appliances,  furniture,  furnishings,  vehicles, vessels, aircraft,
aircraft  engines,  and  trade fixtures, (ii) other tangible personal property
(other  than  the  Inventory),  and  (iii)  any  and all accessions, parts and
appurtenances  attached  to    any  of  the  foregoing  or  used in connection
therewith,  and  any  substitutions  therefor  and  replacements, products and
proceeds  thereof  owned  by  the  Company  or  any  of  the  other Borrowers.

     "EQUITY  INTERESTS"  means  Capital  Stock  and  all  warrants,  options,
      -----------------
purchase  rights,  conversion  or  exchange  rights,  other  rights to acquire
      -
Capital  Stock  and  all  voting rights, calls or claims of any character with
respect  thereto (but excluding any debt security that is convertible into, or
exchangeable  for,  Capital  Stock).

     "EQUIVALENT AMOUNT" of any currency with respect to any amount of Dollars
      -----------------
at  any  date means the equivalent in such currency of such amount of Dollars,
calculated on the basis of the then applicable Exchange Rate rounded up to the
nearest  incremental  amount  of such currency as determined by the Agent from
time  to  time.

     "ERISA"  means  the  Employee  Retirement Income Security Act of 1974, as
      -----
amended  from  time  to time including (unless the context otherwise requires)
any  rules  or  regulations  promulgated  thereunder.

     "EURODOLLAR  ADVANCE"  means  an  Advance (other than a Korean Eurodollar
      -------------------
Advance)  which  bears  interest  at  the  Eurodollar  Rate.

     "EURODOLLAR BASE RATE" means, with respect to a Eurodollar Loan or Korean
      --------------------
Eurodollar  Loan  for the relevant Interest Period, the rate at which deposits
in  Dollars  are  offered  by  ABN  AMRO Bank N.V. to first-class banks in the
London interbank market at approximately (x) in the case of a Eurodollar Loan,
11:00  a.m.  (London  time)  two Business Days and (y) in the case of a Korean
Eurodollar  Loan,  11:00  a.m. (London time) three Business Days, prior to the
first  day  of such Interest Period, in the approximate amount of the portions
of  the  relevant Eurodollar Loan of ABN AMRO Bank N.V., and having a maturity
approximately  equal  to  such  Interest  Period.

     "EURODOLLAR  LOAN" means a Loan (other than a Korean Eurodollar Loan), or
      ----------------
portion  thereof,  which  bears  interest  at  the  Eurodollar  Rate.

"EURODOLLAR  RATE"  means,  with  respect  to  a  Eurodollar Advance or Korean
 ----------------
Eurodollar  Advance  for  the relevant Interest Period, the sum of (a) (i) the
 -----
Eurodollar  Base  Rate  divided  by  (ii)  one  minus  the Reserve Requirement
 -                                              -----
(expressed  as  a  decimal)  applicable  to  such Interest Period plus (b) the
 -                                                                ----
percentage  determined  in accordance with Section 2.4(b) to be the Applicable
 -                                         --------------
Eurodollar  Margin  in  connection  with  Eurodollar  Loans.

     "EXCHANGE  RATE"  means  with respect to Korean Won on a particular date,
      --------------
the  rate at which Korean Won may be exchanged into Dollars, calculated on the
basis  of  the arithmetical mean of the buy and sell spot rates of exchange of
the  Agent  in  the London interbank market (or other market where the Agent's
foreign  currency  exchange operations in respect of Korean Won are then being
conducted) for Korean Won at or about 1:00 p.m. (local time), on such date for
the  purchase  of  Dollars with Korean Won for delivery five (5) Business Days
later;  provided,  however, that if at the time of any such determination, for
        --------   -------
any  reason,  no  such  spot  rate  is  being  quoted,  the  Agent may use any
reasonable  method  it  deems  appropriate  to  determine  such rate, and such
determination  shall  be  conclusive  absent  manifest  error.

     "EXISTING  LETTERS  OF  CREDIT"  is  defined  in  Section  2.16(b).
      -----------------------------                    ----------------

     "FEDERAL  FUNDS  EFFECTIVE RATE" means, for any day, an interest 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 for such day (or, if such day is not a
Business  Day,  for  the  immediately  preceding  Business Day) by the Federal
Reserve  Bank  of  New  York, or, if such rate is not so published for any day
which  is a Business Day, the average of the quotations at approximately 10:00
a.m.  (New  York  time) on such day on such transactions received by the Agent
from  three Federal funds brokers of recognized standing selected by the Agent
in  its  sole  discretion.

     "FEES"  are  described  in  Section  2.10(C)  hereof.
      ----                       ----------------

     "FOREIGN  EMPLOYEE  BENEFIT  PLAN"  means  any  employee  benefit plan as
      --------------------------------
defined in Section 3(3) of ERISA which is maintained or contributed to for the
benefit  of  the  employees  of  the  Company,  any of its Subsidiaries or any
members  of its Controlled Group and is not covered by ERISA pursuant to ERISA
Section  4(b)(4).

     "FOREIGN  PENSION  PLAN"  means any employee benefit plan as described in
      ----------------------
Section  3(3)  of  ERISA  which  (i)  is  maintained or contributed to for the
benefit  of  employees  of  the Company, any of its Subsidiaries or any of its
ERISA  Affiliates, (ii) is not covered by ERISA pursuant to Section 4(b)(4) of
ERISA,  and (iii) under applicable local law, is required to be funded through
a  trust  or  other  funding  vehicle.

     "GOVERNMENTAL  ACTS"  is  defined  in  Section  2.21(a)  hereof.
      ------------------                    ----------------

     "GOVERNMENTAL  AUTHORITY"  means  any  nation or government, any federal,
      -----------------------
state,  local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining  to  government.

     "GUARANTY"  means  each of (i) those certain Guaranties executed in favor
      --------
of the Agent for the benefit of the Holders of Secured Obligations pursuant to
which  each of the Subsidiary Borrowers and Subsidiary Obligors shall guaranty
all  of  the  Obligations  of  the  other  Subsidiary Borrowers and Subsidiary
Obligors  and  (ii)  that certain Guaranty executed by the Company in favor of
the  Agent  for  the benefit of the Holders of Secured Obligations pursuant to
which  the  Company  shall  guaranty  all of the Obligations of the Subsidiary
Borrowers  and  the  Subsidiary  Obligors,  in  each  case, as the same may be
amended,  restated,  supplemented  or  otherwise  modified  from time to time.

     "HEDGING  AGREEMENTS"  is  defined  in  Section  6.3(P).
      -------------------                    ---------------

     "HEDGING  OBLIGATIONS"  of a Person means any and all obligations of such
      --------------------
Person,  whether  absolute or contingent and howsoever and whensoever created,
arising,  evidenced  or  acquired  (including  all  renewals,  extensions  and
modifications  thereof  and  substitutions  therefor),  under  (i) any and all
agreements,  devices  or  arrangements designed to protect at least one of the
parties  thereto  from  the  fluctuations of interest rates, commodity prices,
exchange rates or forward rates applicable to such party's assets, liabilities
or exchange transactions, including, but not limited to, dollar-denominated or
cross-currency  interest  rate  exchange agreements, forward currency exchange
agreements,  interest  rate  cap or collar protection agreements, forward rate
currency  or  interest  rate  options, puts and warrants, and (ii) any and all
cancellations, buy backs, reversals, terminations or assignments of any of the
foregoing.

     "HOLDERS  OF  SECURED  OBLIGATIONS"  means  the  holders  of  the Secured
      ---------------------------------
Obligations from time to time and shall refer to (i) each Lender in respect of
      -
its  Loans  and the L/C Obligations owed directly or indirectly to such Lender
(including,  if  applicable,  any  agency  or Affiliate of a Lender), (ii) the
Issuing  Lenders in respect of Reimbursement Obligations and other Obligations
relating  to  its  Letters  of  Credit, (iii) the Agent, the Arranger, and the
Issuing  Lenders  in  respect  of all other present and future obligations and
liabilities  of  any  Borrower  or any of their subsidiaries of every type and
description  arising  under  or in connection with this Agreement or any other
Loan  Document,  (iv)  each  Indemnitee  in  respect  of  the  obligations and
liabilities  of any Borrower to such Person hereunder or under any of the Loan
Documents,  (v) each Lender (or any agency or Affiliate thereof) in respect of
all  Hedging  Obligations of any Borrower or any of their Subsidiaries to such
lender  (or agency or Affiliate thereof) and (vi) their respective successors,
transferees  and  assigns.

     "INDEBTEDNESS"  of  any Person means (i) any indebtedness of such Person,
      ------------
contingent  or  otherwise,  (a)  in  respect  of  borrowed money including all
principal,  interest,  fees  and expenses with respect thereto (whether or not
the  recourse  of  the  lender is to the whole of the assets of such Person or
only  to  a  portion  thereof), or (b) evidenced by bonds, notes, acceptances,
debentures  or  other  instruments  or  letters  of  credit  (or reimbursement
obligations  with  respect  thereto,  including, in the case of the Borrowers,
Reimbursement  Obligations with respect to amounts funded under the Letters of
Credit)  or representing the balance deferred and unpaid of the purchase price
of any property (including pursuant to Capitalized Leases) or services, if and
to  the  extent  any of the foregoing indebtedness would appear as a liability
upon  a  balance  sheet  of  such Person prepared in accordance with Agreement
Accounting  Principles  (except that any such balance that constitutes a trade
payable and/or an accrued liability arising in the ordinary course of business
shall  not  be  considered  Indebtedness);  (ii)  to  the extent not otherwise
included,  (a)  any Capitalized Lease Obligations, (b) obligations, whether or
not  assumed,  secured  by  Liens or payable out of the proceeds or production
from  property  now  or  hereafter  owned  or acquired by such Person, and (c)
Contingent  Obligations in respect of Indebtedness of other Persons (exclusive
of  whether  such  items would appear upon such balance sheet).  The amount of
Indebtedness  of  any  Person at any date shall be without duplication (i) the
outstanding balance at such date of all unconditional obligations as described
above  and  the  maximum  liability of any such Contingent Obligations at such
date and (ii) in the case of Indebtedness of others secured by a Lien to which
the  property or assets owned or held by such Person is subject, the lesser of
(x) the fair market value at such date of any asset subject to a Lien securing
the  Indebtedness  of  others  and (y) the amount of the Indebtedness secured.

     "INDEMNIFIED  MATTERS"    is  defined  in  Section  9.7(B)  hereof.
      --------------------                      ---------------

     "INDEMNITEES"  is  defined  in  Section  9.7(B)  hereof.
      -----------                    ---------------

     "INTEREST EXPENSE" means, for any period, the consolidated total interest
      ----------------
expense  of  the  Company  and  its Subsidiaries, determined on a consolidated
basis,  whether  paid  or  accrued,  but  without  duplication  (including the
interest  component of Capitalized Leases), but excluding interest expense not
payable  in  cash  (including  amortization  of  discount)  and  excluding the
arrangement  fee  set  forth  in  the  letter agreement between the Agent, the
Arranger  and  the  Company  dated  February  25,  1998,  all as determined in
conformity  with  Agreement  Accounting  Principles.

     "INTEREST  PERIOD" means, (x) with respect to a Eurodollar Loan, a period
      ----------------
of one (1), two (2), three (3) or six (6) months, and, to the extent available
to all of the Lenders, upon request of the applicable Borrower and only if the
Lenders,  in  their  discretion,  shall  agree, nine (9) months or twelve (12)
months,  and  (y)  with  respect to a Korean Eurodollar Loan,  a period of one
(1),  two  (2) or three (3) months, and, to the extent available to all of the
Lenders,  upon request of Purina Korea, Inc. and only if the Lenders, in their
discretion, shall agree, six (6) months, in each case commencing on a Business
Day  selected  by  the  applicable  Borrower pursuant to this Agreement.  Such
Interest  Period  shall  end  on  (but  exclude)  the  day  which  corresponds
numerically  to  such  date  one, two, three or six months and, if applicable,
nine or twelve months, thereafter; provided, however, that if there is no such
                                   --------  -------
numerically  corresponding day in such next, second, third or sixth succeeding
month  and,  if  applicable,  ninth or twelfth succeeding month, such Interest
Period shall end on the last Business Day of such next, second, third or sixth
succeeding  month and, if applicable, ninth or twelfth succeeding month.  With
respect  to a Korean Won Advance, Interest Period means a period designated by
the  Agent  of  approximately  ninety  (90) days.  If an Interest Period would
otherwise end on a day which is not a Business Day, such Interest Period shall
end  on the next succeeding Business Day, provided, however, that if said next
                                          --------  -------
succeeding  Business  Day  falls in a new calendar month, such Interest Period
shall  end  on  the  immediately  preceding  Business  Day.

     "INVESTMENT" means, with respect to any Person, (i) any purchase or other
      ----------
acquisition  by that Person of any Equity Interest, notes, debentures or other
securities,  or  of  a  beneficial  interest  in  any  Equity Interest, notes,
debentures  or other securities, issued by any other Person, (ii) any purchase
by  that  Person  of  all  or  substantially  all  of the assets of a business
conducted  by another Person, and (iii) any loan, advance (other than deposits
with  financial  institutions  available  for  withdrawal  on  demand, prepaid
expenses, accounts receivable, advances to employees and similar items in each
case  made  or  incurred  in  the  ordinary  course  of  business)  or capital
contribution by that Person to any other Person, including all Indebtedness to
such  Person  arising from a sale of property by such Person other than in the
ordinary  course  of  its  business.

     "IRS" means the Internal Revenue Service and any Person succeeding to the
      ---
functions  thereof.

     "ISSUING  LENDER"  means, as the context may require, ABN AMRO Bank N.V.,
      ---------------
with respect to Letters of Credit issued by it pursuant to this Agreement, and
any  other  Lender  that  becomes an Issuing Lender, pursuant to Section 2.16,
                                                                 ------------
with  respect  to  Letters  of  Credit  issued  by  such  Lender.

     "KNOWLEDGE"  means,  at any time in respect of any Person and relative to
      ---------
any  matter,  knowledge  which  the  Authorized  Officers of such Person would
reasonably  be  expected  to  have  regarding  such  matter.

     "KOREAN  CD  RATE"  means  with respect to any Korean Won Advance for any
      ----------------
specified  Interest  Period,  the  rate per annum, as determined by the Agent,
shown  on  page  "KWCD 3M" screen of the Bloomberg L.P. service (or such other
page  as  may replace the "KWCD 3M" screen on that service) for the purpose of
displaying the rate offered in Seoul, Korea for 91-day certificates of deposit
issued  in  Seoul,  Korea as of 11:00 a.m. (Seoul time) five (5) Business Days
prior  to  the  first  day  of  such  Interest  Period.

     "KOREAN  EURODOLLAR  ADVANCE"  means an Advance to Purina Korea, Inc., in
      ---------------------------
Dollars  which  bears  interest  at  the  Korean  Eurodollar  Rate.

     "KOREAN  EURODOLLAR  LOAN"  means a Loan, or portion thereof, which bears
      ------------------------
interest  at  the  Korean  Eurodollar  Rate.

     "KOREAN  EURODOLLAR  RATE" means a rate per annum equal to the Eurodollar
      ------------------------
Rate  minus  the  Applicable  Eurodollar  Margin  plus  3.50%  per  annum.
      -----                                       ----

     "KOREAN  WON  ADVANCE"  means  an  advance  made  pursuant to Section 2.1
      --------------------                                         -----------
denominated  in  Korean  Won  to  Purina  Korea,  Inc.

     "KOREAN  WON  LOAN" means with respect to a Lender, such Lender's portion
      -----------------
of  any  Korean  Won  Advance  made  pursuant  to  Section  2.1.
                                                   ------------

     "L/C DRAFT" means a draft drawn on an Issuing Lender pursuant to a Letter
      ---------
of  Credit.

     "L/C  INTEREST"  is  defined  in  Section  2.17.
      -------------                    -------------

     "L/C  OBLIGATIONS" means, without duplication, an amount equal to the sum
      ----------------
of  (i)  the  aggregate of the amount then available for drawing under each of
the  Letters  of  Credit,  (ii)  the face amount of all outstanding L/C Drafts
corresponding to the Letters of Credit, which L/C Drafts have been accepted by
the  Issuing  Lender,  (iii)  the  aggregate  outstanding  amount  of  all
Reimbursement  Obligations  at such time and (iv) the aggregate face amount of
all Letters of Credit requested by any Borrower but not yet issued (unless the
request  for  an  unissued  Letter  of  Credit  has  been  denied).

     "LENDERS" means the lending institutions listed on the signature pages of
      -------
this  Agreement, including the Issuing Lenders and their respective successors
and  assigns.

     "LENDING  INSTALLATION" means, with respect to a Lender or the Agent, any
      ---------------------
office,  branch,  subsidiary  or  affiliate  of  such  Lender  or  the  Agent.

     "LETTER(S)  OF CREDIT" means the letters of credit to be issued by one of
      --------------------
the  Issuing  Lenders  pursuant  to  Section  2.16  hereof.
                                     -------------

     "LIEN"  means  any  lien  (statutory  or  other),  mortgage,  pledge,
      ----
hypothecation,  assignment,  deposit  arrangement,  encumbrance or preference,
      ----
priority  or  security  agreement  or  preferential arrangement of any kind or
nature  whatsoever (including, without limitation, the interest of a vendor or
lessor  under any conditional sale, Capitalized Lease or other title retention
agreement).

     "LOAN(S)"  means  with  respect to a Lender, such Lender's portion of any
      -------
Advance  made  pursuant  to  Section  2.1.
                             ------------

     "LOAN  ACCOUNT"  is  defined  in  Section  2.10(F)  hereof.
      -------------                    ----------------

     "LOAN  DOCUMENTS"  means  this  Agreement  and  all  other  documents,
      ---------------
instruments  and  agreements  executed in connection therewith or contemplated
      ----
thereby,  including  the letter agreements regarding fees among the Agent, the
Arranger, and the Company and between the Agent and the Borrower, in each case
as  the same may be amended, restated or otherwise modified and in effect from
time  to  time.

     "MARGIN STOCK" shall have the meaning ascribed to such term in Regulation
      ------------
U.

     "MATERIAL  ADVERSE  EFFECT"  means a material adverse effect upon (a) the
      -------------------------
business,  condition  (financial  or  otherwise),  operations,  performance,
properties  or prospects of the Company and its Subsidiaries taken as a whole,
(b)  the  ability  of  the  Company and the other Borrowers and the Subsidiary
Obligors  taken  as  a  whole  to  perform  their  obligations  under the Loan
Documents  in  any  material respect, or (c) the ability of the Lenders or the
Agent  to  enforce  in any material respect this Agreement, the Obligations or
their  rights  with  respect  to  the Collateral other than any such inability
resulting form the gross negligence or willful misconduct of any Lender or the
Agent.

     "MAXIMUM  KOREAN  COMMITMENT"  shall  mean  the  maximum amount which the
      ---------------------------
Lenders  have agreed to provide as Loans or Letters of Credit to Purina Korea,
Inc.  under  this  Agreement.    The  initial  Maximum  Korean  Commitment  is
$15,000,000.

     "MAXIMUM  KOREAN  WON COMMITMENT" shall mean the maximum amount which the
      -------------------------------
Lenders  have agreed to provide as Loans or Letters of Credit to Purina Korea,
Inc.  in  Korean  Won  under this Agreement.  The Dollar Amount of the initial
Maximum  Korean  Won  Commitment  is  $7,500,000.

     "MOODY'S"  means  Moody's  Investors  Service,  Inc.
      -------

     "MULTIEMPLOYER  PLAN"  means a "Multiemployer Plan" as defined in Section
      -------------------
4001(a)(3)  of  ERISA  which  is,  or within the immediately preceding six (6)
years  was,  contributed  to  by  either  the  Company  or  any  member of the
Controlled  Group.

     "NOTICE  OF  ASSIGNMENT"  is  defined  in  Section  12.3(B)  hereof.
      ----------------------                    ----------------

     "OBLIGATIONS" means all Loans, advances, debts, liabilities, obligations,
      -----------
covenants  and  duties owing by any of the Borrowers or Subsidiary Obligors to
the Agent, the Arranger, or the Lenders, the Issuing Lenders, any Affiliate of
any  of  the  foregoing  or  any Indemnitee, of any kind or nature, present or
future,  arising  under  this Agreement or any other Loan Document, whether or
not  evidenced  by  any note, guaranty or other instrument, whether or not for
the  payment  of  money,  whether arising by reason of an extension of credit,
loan,  guaranty,  indemnification,  or  in any other manner, whether direct or
indirect (including those acquired by assignment), absolute or contingent, due
or to become due, now existing or hereafter arising and however acquired.  The
term  includes,  without  limitation,  all  interest, charges, expenses, fees,
attorneys'  fees  and disbursements, paralegals' fees (in each case whether or
not  allowed),  and  any  other  sum  chargeable  to  any  of the Borrowers or
Subsidiary  Obligors  under  this  Agreement  or  any  other  Loan  Document.

     "OTHER  TAXES"  is  defined  in  Section  2.10(E)(ii)  hereof.
      ------------                    --------------------

     "PARTICIPANTS"  is  defined  in  Section  12.2(A)  hereof.
      ------------                    ----------------

     "PAYMENT DATE" means the last Business Day of each March, June, September
      ------------
and  December.

     "PBGC"  means  the Pension Benefit Guaranty Corporation, or any successor
      ----
thereto.

     "PERMITTED  ACQUISITION"  is  defined  in  Section  6.3(G)  hereof.
      ----------------------                    ---------------

     "PERMITTED  EXISTING  CONTINGENT  OBLIGATIONS"  means  the  Contingent
      --------------------------------------------
Obligations  of  the  Borrowers  and  all  other  Subsidiaries  of the Company
      --
identified  as  such  on  Schedule  1.1.1  to  this  Agreement.
      -                   ---------------

     "PERMITTED EXISTING INDEBTEDNESS" means the Indebtedness of the Borrowers
      -------------------------------
and all other Subsidiaries of the Company identified as such on Schedule 1.1.2
                                                                --------------
to  this  Agreement.

     "PERMITTED  EXISTING  INVESTMENTS" means the Investments of the Borrowers
      --------------------------------
and all other Subsidiaries of the Company identified as such on Schedule 1.1.3
                                                                --------------
to  this  Agreement.

     "PERMITTED  EXISTING LIENS" means the Liens on assets of the Borrowers or
      -------------------------
all  other Subsidiaries of the Company identified as such on Schedule 1.1.4 to
                                                             --------------
this  Agreement.

     "PERSON"  means  any  natural  person,  corporation, firm, company, joint
      ------
venture,  partnership,  association,  enterprise,  trust  or  other  entity or
organization, or any government, domestic or foreign, or political subdivision
or  any  agency,  department  or  instrumentality  thereof.

     "PLAN" means an employee benefit plan defined in Section 3(3) of ERISA in
      ----
respect  of  which  the  Company  or any member of the Controlled Group is, or
within  the  immediately preceding six (6) years was, an "employer" as defined
in  Section  3(5)  of  ERISA.

     "PLEDGE  AGREEMENTS"  means  those  certain Pledge Agreements pursuant to
      ------------------
which  the  Company  pledges  to  the  Agent for the benefit of the Holders of
Secured  Obligations  all  of  the  Capital  Stock  of  each of the Subsidiary
Borrowers  and  Subsidiary  Obligors.

     "PRIME  RATE"  shall  mean  the rate of interest per annum announced from
      -----------
time to time by the Agent as its prime lending rate in effect at its principal
office in New York, New York; each change in the Prime Rate shall be effective
on  the date such change is announced.  The Prime Rate is a reference rate and
does  not  necessarily  represent  the  lowest  or  best  rate  charged to any
customers.  ABN AMRO Bank N.V. and the other Lenders may make commercial loans
or  other  loans  at  rates  of  interest  at,  above or below the Prime Rate.

     "PRO  RATA  SHARE"  means,  with  respect  to  any Lender, the percentage
      ----------------
obtained  by  dividing  (A) such Lender's Commitment at such time (as adjusted
from  time to time in accordance with the provisions of this Agreement) by (B)
the  Aggregate  Commitments  at  such  time;  provided, however, if all of the
                                              --------  -------
Commitments  are terminated pursuant to the terms of this Agreement, then "Pro
Rata  Share"  means  the percentage obtained by dividing (x) the sum of all of
such  Lender's  Loans  and  L/C Obligations by (y) the aggregate amount of all
Loans  and  L/C  Obligations.

     "PURCHASERS"  is  defined  in  Section  12.3(A)  hereof.
      ----------                    ----------------

     "RATE  OPTION"  means  the  applicable  Eurodollar  Rate  or  Base  Rate.
      ------------

     "REGULATION  G"  means  Regulation  G  of  the  Board of Governors of the
      -------------
Federal  Reserve  System  as  from time to time in effect and any successor or
other  regulation  or  official  interpretation  of  said  Board  of Governors
relating  to  the  extension  of  credit by nonbank, nonbroker lenders for the
purpose  of  purchasing  or  carrying  margin  stock  (as  defined  therein).

     "REGULATION  T"  means  Regulation  T  of  the  Board of Governors of the
      -------------
Federal  Reserve  System  as  from time to time in effect and any successor or
other  regulation  or  official  interpretation  of  said  Board  of Governors
relating  to  the  extension  of  credit  by  and  to  brokers  and dealers of
securities  for the purpose of purchasing or carrying margin stock (as defined
therein).

     "REGULATION  U"  means  Regulation  U  of  the  Board of Governors of the
      -------------
Federal  Reserve  System  as  from time to time in effect and any successor or
other  regulation  or  official  interpretation  of  said  Board  of Governors
relating  to the extension of credit by banks for the purpose of purchasing or
carrying  Margin  Stock  applicable  to  member  banks  of the Federal Reserve
System.

     "REGULATION  X"  means  Regulation  X  of  the  Board of Governors of the
      -------------
Federal  Reserve  System  as  from time to time in effect and any successor or
other  regulation  or  official  interpretation  of  said  Board  of Governors
relating  to  the  extension  of  credit by foreign lenders for the purpose of
purchasing  or  carrying  margin  stock  (as  defined  therein).

     "REIMBURSEMENT  OBLIGATION"  is  defined  in  Section  2.18  hereof.
      -------------------------                    -------------

     "RELEASE"  means  any  release,  spill,  emission,  leaking,  pumping,
      -------
injection,  deposit,  disposal, discharge, dispersal, leaching or migration of
      ---
Contaminants into the indoor or outdoor environment, including the movement of
Contaminants  through  or  in  the  air,  soil,  surface water or groundwater.

     "REPLACEMENT  LENDER"  is  defined  in  Section  2.15  hereof.
      -------------------                    -------------

     "REPORTABLE EVENT" means a reportable event as defined in Section 4043 of
      ----------------
ERISA  and  the regulations issued under such section, with respect to a Plan,
excluding,  however, such events as to which the PBGC by regulation waived the
requirement  of  Section  4043(a)  of ERISA that it be notified within 30 days
after such event occurs; provided, however, that a failure to meet the minimum
                         --------  -------
funding standards of Section 412 of the Code and of Section 302 of ERISA shall
be  a  Reportable  Event  regardless of the issuance of any such waiver of the
notice  requirement  in  accordance  with  either  Section 4043(a) of ERISA or
Section  412(d)  of  the  Code.

     "REQUIRED LENDERS" means Lenders whose Pro Rata Shares, in the aggregate,
      ----------------
are  at  least  sixty-six and two-thirds percent (66-2/3%), provided, however,
                                                            --------  -------
that,  if  any  of  the Lenders shall have failed to fund its Revolving Credit
Share  of  any Loan requested by any Borrower which such Lenders are obligated
to  fund  under  the terms of this Agreement and any such failure has not been
cured,  then  for  so long as such failure continues, "REQUIRED LENDERS" means
Lenders  (excluding all Lenders whose failure to fund such Loans have not been
so  cured)  whose  Pro Rata Shares represent at least sixty-six and two-thirds
percent  (66-2/3%)  of  the  aggregate  Pro Rata Shares of such non-defaulting
Lenders;  provided,  further,  however,  that,  if  the  Commitments have been
          --------   -------   -------
terminated  pursuant  to the terms of this Agreement, "REQUIRED LENDERS" means
Lenders  (without  regard  to  such  Lenders'  performance of their respective
obligations hereunder) whose aggregate ratable shares (stated as a percentage)
of  the  aggregate  outstanding  principal  balance  of  all  Loans  and  L/C
Obligations  are  at  least  sixty-six  and  two-thirds  percent  (66-2/3%).

     "REQUIREMENTS OF LAW" means, as to any Person, the charter and by-laws or
      -------------------
other  organizational or governing documents of such Person, and any law, rule
or  regulation,  or  determination  of  an  arbitrator  or  a  court  or other
Governmental Authority, in each case applicable to or binding upon such Person
or  any  of  its  property  or  to which such Person or any of its property is
subject  including,  without  limitation,  the  Securities Act, the Securities
Exchange  Act, Regulations G, T, U and X, ERISA, the Fair Labor Standards Act,
the  Worker  Adjustment  and  Retraining  Notification  Act,  Americans  with
Disabilities  Act of 1990, and any certificate of occupancy, zoning ordinance,
building,  environmental  or  land use requirement or Permit or environmental,
labor,  employment,  occupational  safety  or  health law, rule or regulation,
including  Environmental,  Health  or  Safety  Requirements  of  Law.

     "RESERVE  REQUIREMENT"  means  the  maximum  reserve  requirement,  as
      --------------------
prescribed  by  the  Board  of Governors of the Federal Reserve System (or any
      ---
successor) with respect to "Eurodollar liabilities" or in respect of any other
category  of  liabilities  which  includes  deposits by reference to which the
interest  rate  on Eurodollar Loans is determined or category of extensions of
credit  or  other assets which includes loans by a non-United States office of
any  Lender  to  United  States  residents.

     "RESET  DATE"  is  defined  in  Section  1.2.
      -----------                    ------------

     "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other distribution,
      -------------------------
direct  or  indirect,  on account of any ownership, membership or other Equity
Interest  in  the  Company  now  or  hereafter  outstanding, except a dividend
payable  solely in additional interests of the same type, (ii) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for
value,  direct  or  indirect,  of  any  ownership,  membership or other Equity
Interest  in  the  Company  or  any  such  interests or shares of any class of
Capital  Stock  of the Company now or hereafter outstanding, (iii) any payment
made to redeem, purchase, repurchase or retire, or to obtain the surrender of,
any  outstanding  options or other rights to acquire any ownership, membership
or  other  Equity Interests in the Company and (iv) any payment of a claim for
the  rescission  of  the  purchase or sale of, or for material damages arising
from  the  purchase  or  sale  of  any  ownership,  membership or other Equity
Interests  in  the Company or of a claim for reimbursement, indemnification or
contribution  arising  out  of  or  related  to  any such claim for damages or
rescission.

     "REVOLVING  ADVANCE"  means  a  borrowing  hereunder  consisting  of  the
      ------------------
aggregate amount of the several ratable Revolving Loans made by the Lenders to
      -
any  Borrower having Commitments to such Borrower of the same Type and, in the
case of Eurodollar Advances, denominated in the same currency and for the same
Interest  Period.

     "REVOLVING CREDIT AVAILABILITY" means, at any particular time, the amount
      -----------------------------
by  which  the  Aggregate Commitment at such time exceeds the Dollar Amount of
the  Revolving  Credit  Obligations  at  such  time.

     "REVOLVING  CREDIT OBLIGATIONS" means, at any particular time, the sum of
      -----------------------------
(i)  the  outstanding  principal  Dollar Amount of the Revolving Loans at such
time,  plus  (ii)  the  L/C  Obligations  at  such  time.
       ----

     "REVOLVING  CREDIT  SHARE"  means,  with  respect  to  any  Lender,  the
      ------------------------
percentage  obtained  by dividing (A) such Lender's Commitment at such time by
      ---
(B)  the  Aggregate  Commitment  at  such  time.

     "REVOLVING  LOAN"  is  defined  in  Section  2.1.
      ---------------                    ------------

     "RISK-BASED  CAPITAL  GUIDELINES"  is  defined  in  Section  3.2  hereof.
      -------------------------------                    ------------

     "SECURED  OBLIGATIONS"  means, collectively, (i) the Obligations and (ii)
      --------------------
all  Hedging Obligations owing to one or more of the Lenders (or any agency or
Affiliate  thereof)  by  any  of  the  Borrowers  or  Subsidiary  Obligors.

     "S&P"  means  Standard  &  Poor's  Ratings  Group.
      ---

     "SINGLE  EMPLOYER  PLAN"  means  a  Plan maintained by the Company or any
      ----------------------
member  of  the Controlled Group for employees of the Company or any member of
the  Controlled  Group.

     "SUBSIDIARY"  of  a Person means (i) any corporation more than 50% of the
      ----------
outstanding  Capital  Stock having ordinary voting power of which shall at the
time  be owned or controlled, directly or indirectly, by such Person or by one
or  more  of  its  Subsidiaries  or  by  such  Person  and  one or more of its
Subsidiaries,  or (ii) any company, partnership, association, joint venture or
similar  business organization more than 50% of the ownership interests having
ordinary  voting  power  of which shall at the time be so owned or controlled.
Unless  otherwise  expressly provided, all references herein to a "Subsidiary"
shall  mean  a  direct  or  indirect  Subsidiary  of  the  Company.

     "SUBSIDIARY  BORROWERS"  means  those Borrowers which are Subsidiaries of
      ---------------------
the  Company.

     "SUBSIDIARY  OBLIGORS"  means Purina Korea, Inc., a corporation organized
      --------------------
under  the  laws of Korea, Industrias Purina S.A. de C.V., a company organized
under  the  laws  of Mexico, Purina Colombiana S.A., a company organized under
the  laws of Colombia, Agribrands Purina do Brasil, Ltda., a company organized
under  the  laws  of Brazil, Purina Philippines, Inc., a corporation organized
under  the  laws  of the Philippines, and Purina de Venezuela, C.A., a company
organized  under  the  laws  of  Venezuela.

     "TAXES"  is  defined  in  Section  2.10(E)(i)  hereof.
      -----                    -------------------

     "TERMINATION  DATE"  means  the  earlier of (a) March 31, 2001 or (b) the
      -----------------
date  of  termination  of  the  Commitments  pursuant  to  Section  8.1.
                                                           ------------

     "TERMINATION  EVENT"  means  (i)  a  Reportable Event with respect to any
      ------------------
Benefit  Plan;  (ii)  the  withdrawal  of  the  Company  or  any member of the
Controlled  Group  from a Benefit Plan during a plan year in which the Company
or  such  Controlled  Group  member was a "substantial employer" as defined in
Section  4001(a)(2)  of  ERISA or the cessation of operations which results in
the  termination  of  employment  of  twenty  percent  (20%)  of  Benefit Plan
participants  who are employees of the Company or any member of the Controlled
Group;  (iii)  the imposition of an obligation on the Company or any member of
the  Controlled  Group under Section 4041 of ERISA to provide affected parties
written notice of intent to terminate a Benefit Plan in a distress termination
described  in  Section  4041(c)  of ERISA; (iv) the institution by the PBGC of
proceedings  to  terminate  a  Benefit  Plan; (v) any event or condition which
might  constitute  grounds under Section 4042 of ERISA for the termination of,
or  the  appointment of a trustee to administer, any Benefit Plan; or (vi) the
partial  or complete withdrawal of the Company or any member of the Controlled
Group  from  a  Multiemployer  Plan.

     "TOTAL  DEBT"  means  the  sum of all Indebtedness of the Company and its
      -----------
Subsidiaries  (including,  without limitation and without duplication, standby
letters  of  credit  (whether  on or off-balance sheet)) minus ordinary course
                                                         -----
liability  for  trade  indebtedness  (including reimbursement under commercial
letters  of  credit).

     "TRANCHE C OBLIGATIONS" means the Obligations of the Borrowers other than
      ---------------------
Purina  Korea,  Inc.

     "TRANCHE D OBLIGATIONS" means the Obligations of the Subsidiary Obligors.
      ---------------------

     "TRANSFEREE"  is  defined  in  Section  12.5  hereof.
      ----------                    -------------

     "TYPE"  means,  with  respect  to  any Advance, its nature as a Base Rate
      ----
Advance or a Eurodollar Advance or a Korean Eurodollar Advance or a Korean Won
Advance.

     "UNMATURED  DEFAULT"  means  an event which, but for the lapse of time or
      ------------------
the  giving  of  notice,  or  both,  would  constitute  a  Default.

     The  foregoing  definitions  shall  be  equally  applicable  to  both the
singular  and plural forms of the defined terms.  Any accounting terms used in
this  Agreement  which  are  not  specifically  defined  herein shall have the
meanings  customarily  given  them  in accordance with United States generally
accepted  accounting  principles  in  existence  as  of  the  date  hereof.

     1.2    Currency  Equivalents.  Not later than 1:00 p.m., New York time or
            ---------------------
Seoul,  Korea  time,  as applicable, on each Calculation Date, the Agent shall
(i)  determine  the  Exchange Rate as of such Calculation Date with respect to
Korean  Won  and (ii) give notice thereof to the Company and the Lenders.  The
Exchange  Rates  so determined shall become effective immediately with respect
to  any  new  Loans  being  made  or  Letters  of  Credit  being issued on any
Calculation Date and otherwise on the fifth Business Day immediately following
the  relevant  Calculation Date (a "RESET DATE"), shall remain effective until
the  next  succeeding  Reset  Date  and  shall  during  the  period  of  their
effectiveness  be  employed  in making any computation of currency equivalents
required  to  be  made  under  this  Agreement.


ARTICLE  II:    THE  CREDITS
----------------------------

     2.1    Revolving Loans to the Company and the Subsidiary Borrowers.  Upon
            -----------------------------------------------------------
the satisfaction of the conditions precedent set forth in Sections 4.1 and 4.2
                                                          ------------     ---
hereof,  from  and  including  the  date  of  this  Agreement and prior to the
Termination  Date,  each  Lender  with  a Commitment severally and not jointly
agrees,  on  the  terms  and  conditions  set forth in this Agreement, to make
revolving  loans  to  the Company and/or the Subsidiary Borrowers from time to
time,  in  Dollars  or,  with  respect to Purina Korea, Inc., Korean Won, in a
Dollar  Amount,  not  to  exceed  such  Lender's Revolving Credit Share of the
Dollar  Amount  of  the  Revolving  Credit  Availability  at  such  time (each
individually,  a  "REVOLVING  LOAN" and, collectively, the "REVOLVING LOANS");
provided,  however, at no time shall the Dollar Amount of the Revolving Credit
  ------   -------
Obligations  in Korean Won exceed the Maximum Korean Won Commitment other than
as  a result of currency fluctuations and then only to the extent permitted in
Section 2.2(B); provided, further, however, at no time shall the amount of the
--------------  --------  -------  -------
Revolving  Credit  Obligations  owed  by any of the Borrowers pursuant to this
Agreement  exceed  the  corresponding  amounts  listed  below:

     Agribrands  International,  Inc.                    $  5,000,000
Agribrands  Canada,  Inc.                              $  6,500,000
Purina  Italia  S.p.A.                              $  4,000,000
Purina  Espana,  S.A.                              $  2,500,000
Purina  Hungaria  Animal  Feed
     Production  &  Trading  Company  Ltd.          $  2,000,000
Purina  Korea,  Inc.                              $15,000,000

Each Revolving Advance under this Section 2.1 shall consist of Revolving Loans
                                  -----------
made  by  each  such  Lender ratably in proportion to such Lender's respective
Revolving Credit Share.  Subject to the terms of this Agreement, the Borrowers
may  borrow,  repay  and  reborrow  at any time prior to the Termination Date.
Korean  Won Advances and Korean Eurodollar Advances shall bear interest at the
rates  prescribed in Section 2.4(c).  On the Termination Date, the outstanding
                     --------------
principal  balance  of  the  Revolving  Loans  shall  be  paid  in full by the
applicable  Borrower  and  prior  to  the  Termination Date prepayments of the
Revolving Loans shall be made if and to the extent required in Section 2.2(B).
                                                               --------------

     2.2  Prepayments  (A)  Optional Payments.  Upon prior notice to the Agent
          -----------       -----------------
which  notice  shall be given not later than 11:00 a.m. (New York time) on the
date  of payment, the Borrowers may from time to time repay or prepay, without
penalty or premium all or any part of outstanding Base Rate Advances.  Subject
to  payment  of all amounts payable pursuant to Section 3.4 upon not less than
                                                -----------
(x)  five  (5)  Business Days' prior notice with respect to Advances to Purina
Korea,  Inc.  and  (y) two (2) Business Day's prior notice with respect to all
other  Advances,  in  each  case  to the Agent which notice shall be given not
later than 11:00 a.m. (New York time or Seoul, Korea time, as applicable), the
Borrowers  may from time to time repay or prepay all or any part of the Korean
Eurodollar  Advances  or  Korean  Won  Advances,  or  Eurodollar  Advances,
respectively.    Unless  the  aggregate  outstanding  principal balance of the
applicable  Loans is to be prepaid in full, voluntary prepayments of the Loans
shall  be  in  the  same  aggregate  minimum amounts and integral multiples in
excess  of  such  amounts  as are required for borrowings of Loans of the same
Type  and  in  the  same  currency  as  set  forth  in  Section  2.5.
                                                        ------------

     (B)    Mandatory  Prepayments.    If at any time the Dollar Amount of the
            ----------------------
Revolving Credit Obligations is greater than 105% of the Aggregate Commitment,
the  Borrowers  shall  within  five  (5)  Business Days after receiving notice
thereof  from  the Agent make a mandatory prepayment (i) of the Obligations in
an  amount  equal  to  such excess and (ii) of the Korean Won Loans and/or L/C
Obligations  denominated  in Korean Won in an aggregate amount such that after
giving effect thereto the Dollar Amount of the sum of the Korean Won Loans and
L/C Obligations denominated in Korean Won is less than or equal to the Maximum
Korean  Won  Commitment.

     2.3    Method  of Borrowing.  The Agent shall promptly notify each Lender
            --------------------
having  Commitments  of  each  Revolving Advance on the Borrowing Date of each
Base  Rate  Advance, three (3) Business Days before the Borrowing Date of each
Eurodollar  Advance, three (3) Business Days before the Borrowing Date of each
Korean  Eurodollar  Advance,  and  five (5) Business Days before the Borrowing
Date for each Korean Won Advance, and, not later than 2:00 p.m. (New York time
or  Seoul,  Korea  time,  as  applicable)  on each Borrowing Date, each Lender
having Revolving Credit Commitments shall make available its Revolving Loan or
Loans,  in  funds  immediately available in New York, New York to the Agent at
its  address  specified  pursuant  to Article XIII hereof unless the Agent has
                                      ------------
notified  the  Lenders that such Loan is to be made available to Purina Korea,
Inc.  at  the  Agent's office in Seoul, Korea, in which case each Lender shall
make  available its Revolving Loan or Loans, in funds immediately available to
the  Agent  at  its  office  in  Seoul,  Korea not later than 2:00 p.m. at the
Agent's  office  in  Seoul, Korea in Korean Won or Dollars, as requested.  The
Agent  will  promptly make the funds so received from the Lenders available to
the  applicable  Borrower.

     2.4    Method  of  Selecting  Types  and  Interest  Periods for Advances;
            ------------------------------------------------------------------
Determination  of  Applicable  Margins,  Interest on Advances to Purina Korea,
       -----------------------------------------------------------------------
Inc.    The  Advances  (other  than  Korean  Won Advances or Korean Eurodollar
Advances)  may  be Base Rate Advances or Eurodollar Advances, or a combination
thereof,  selected  by the applicable Borrower in accordance with this Article
                                                                       -------
II.    Advances  to  Purina  Korea, Inc., shall bear interest as prescribed in
 -
Section  2.4(c).   The applicable Borrower may select, in accordance with this
 -
Article  II,  Rate  Options and Interest Periods applicable to portions of the
 ----------
Revolving  Loans.
 -

     (a)    Method  of  Selecting Types and Interest Periods for Advances  The
            -------------------------------------------------------------
applicable  Borrower shall select the Type of Advance and, in the case of each
Eurodollar  Advance  or  Korean  Eurodollar  Advance,  the  Interest  Period
applicable  to  each Advance from time to time.  The applicable Borrower shall
give  the Agent irrevocable notice (a "BORROWING NOTICE") not later than 11:00
a.m.,  New  York  time  (or  Seoul  time  for  Korean  Won  Advances or Korean
Eurodollar  Advance) (i) on the Borrowing Date of each Base Rate Advance; (ii)
three (3) Business Days before the Borrowing Date for each Eurodollar Advance;
(iii)  three  (3)  Business  Days  before  the  Borrowing Date for each Korean
Eurodollar  Advance; and (iv) five (5) Business Days before the Borrowing Date
for  each Korean Won Advance, specifying:  (i) the Borrowing Date (which shall
be a Business Day) of such Advance; (ii) the aggregate amount of such Advance;
(iii)  the  Type  of  Advance selected, as applicable; and (iv) in the case of
each  Eurodollar  Advance  or  Korean Eurodollar Advance, the Interest Period.
There  shall  be  (x) no more than twenty (20) Interest Periods in effect with
respect to all of the Revolving Loans at any time, and (y) with respect to any
Borrower  individually,  no more than four (4) Interest Periods in effect with
respect  to  all  of the Revolving Loans made to such Borrower at any time, in
each case, with Interest Periods for the same term but in different currencies
or  to  different  Borrowers being treated as separate Interest Periods.  Each
Base  Rate  Advance  shall  bear  interest  from and including the date of the
making of such Advance to (but not including) the date of repayment thereof at
the  Base  Rate, changing when and as such Base Rate changes.  Each Eurodollar
Advance,  Korean Eurodollar Advance and Korean Won Advance shall bear interest
from  and including the first day of the Interest Period applicable thereto to
(but  not including) the last day of such Interest Period at the interest rate
determined  as  applicable  to  such  Advance.    All  Obligations (other than
Advances)  shall  bear  interest  from  and  including the date such amount is
payable  under the terms of this Agreement or the other Loan Documents to (but
not  including)  the date of repayment thereof at the Base Rate, changing when
and  as  such  Base  Rate  changes.    Changes in the rate of interest on that
portion  of  any  Advance  maintained  as  a  Base  Rate  Loan  or  such other
Obligations will take effect simultaneously with each change in the applicable
Base  Rate.

     (b)  Determination of Applicable Margins, Applicable Letter of Credit Fee
          --------------------------------------------------------------------
and  Applicable  Facility  Fee.
------------------------------

     (i)   Definitions.  As used in this Section 2.4(b) and in this Agreement,
           -----------                   --------------
the  following  terms  shall  have  the  following  meanings:

     "Applicable Margins", "Applicable Facility Fee" and "Applicable Letter of
      ------------------    -----------------------       --------------------
Credit  Fee"  shall  mean  the  Applicable Base Rate Margins and/or Applicable
-----------
Eurodollar  Margins,  with  respect  to  Loans and the Applicable Facility Fee
----
and/or  Applicable  Letter  of Credit Fee, with respect to fees payable as the
----
case  may  be.  The Applicable Margins shall be determined, in accordance with
--
the  provisions  of  this  Section  2.4(b),  by  reference  to  the following:
-                          ---------------

<PAGE>
<TABLE>
<CAPTION>

                EBITDA        APPLICABLE         APPLICABLE         APPLICABLE LETTER OF      APPLICABLE         APPLICABLE
             CONTRIBUTION     BASE RATE       EURODOLLAR MARGIN        CREDIT FEE FOR      FACILITY FEE FOR   FACILITY FEE FOR
                RATIO         MARGIN FOR        FOR TRANCHE A         LETTERS OF CREDIT       COMMITMENTS        COMMITMENTS
                              TRANCHE A        OBLIGATIONS AND         ISSUED FOR THE       WITH RESPECT TO    WITH RESPECT TO
                             OBLIGATIONS    APPLICABLE LETTER OF         ACCOUNT OF            TRANCHE A          TRANCHE B
                                           CREDIT FEE FOR LETTERS    SUBSIDIARY OBLIGORS      OBLIGATIONS        OBLIGATIONS
                                            OF CREDIT ISSUED FOR     (OTHER THAN PURINA
                                               THE ACCOUNT OF           KOREA, INC.)
                                              BORROWERS (OTHER
                                             THAN PURINA KOREA,
                                                    INC.)


<S>        <C>               <C>           <C>                      <C>                    <C>                <C>
LEVEL I    GREATER THAN
               1.50 TO 1.00         0.25%                    1.50%                  1.75%              0.50%          Z   1.75%


LEVEL II   LESS THAN OR
           EQUAL TO 1.50 TO
           1.00 AND GREATER            0%                    1.00%                  1.25%             0.375%              1.25%
           THAN OR EQUAL TO
               1.00 TO 1.00


LEVEL III  LESS THAN 1.00
           TO 1.0
                                       0%                    0.75%                  1.00%              0.25%              1.00%


LEVEL IV   COMPANY'S
           RATING EQUAL TO
           OR BETTER THAN              0%                    0.50%                  0.75%             0.175%              0.75%
           BBB- FROM S&P
           OR BAA3 FROM
           MOODY'S

</TABLE>




(ii)  Determination of Applicable Margins, Applicable Letter of Credit Fee and
      ------------------------------------------------------------------------
Applicable  Facility  Fee.
-------------------------

     (A)  The Applicable Margins in respect of any Loan, the Applicable Letter
of  Credit  Fee  payable under Section 2.10(C) and the Applicable Facility Fee
                               ---------------
payable  under  Section  2.10(c) shall be determined by reference to the table
                ----------------
set  forth  in  clause  (i)  above,  as applicable, on the basis of the EBITDA
                -----------
Contribution  Ratio  determined  by  reference  to  the  most recent financial
statements  delivered  pursuant  to Section 6.1(A)(i) or 6.1(A)(ii); provided,
                                    -----------------    ----------  --------
however,  for  the  period  from  the  Closing Date until August 31, 1998, the
  -----
Applicable  Margins,  Applicable Letter of Credit Fee, Applicable Facility Fee
  ---
shall be at Level II; provided, further that Level IV shall be applicable only
                      --------  -------
in  the  event that the Company shall have a rating of equal to or better than
BBB-  from  S&P or Baa3 from Moody's and, provided, further, however, that the
                                          --------  -------  -------
Borrowers shall not be eligible for any reduction in the pricing prescribed in
this  Section  2.4  in  the  event  that  as of the date of determination, the
      ------------
Company's  Consolidated  EBITDA  for  the  most recently completed four fiscal
     -
quarters (or, prior to March 31, 1999, the period from the Closing Date to the
end  of  the  most  recently  completed quarter) shall be less than 80% of the
Company's  forecasted  Consolidated  EBITDA  for  such  period as set forth on
Exhibit  G  hereto.
     -----

     (B)    Upon  receipt  of  the  financial statements delivered pursuant to
Section 6.1(A)(i) or Section 6.1(A)(ii), as applicable, the Applicable Margins
     ------------    ------------------
for  all outstanding Loans, the Applicable Letter of Credit Fee and Applicable
Facility  Fee  shall be adjusted, such adjustment being effective on the first
(1st)  Business  Day  after  receipt  of  such  financial  statements  and the
Compliance  Certificate  to  be  delivered  in connection therewith; provided,
                                                                     --------
however,  if  the  Borrowers  shall  not  have timely delivered such financial
    ---
statements  in  accordance  with  Section  6.1(A)(i) or Section 6.1(A)(ii), as
    -                             ------------------    ------------------
applicable,  beginning  with  the  date  upon  which such financial statements
should  have been delivered and continuing until such financial statements are
delivered,  it  shall  be  assumed  for purposes of determining the Applicable
Margins,  the  Applicable Facility Fee and the Applicable Letter of Credit Fee
that  the  EBITDA  Contribution  Ratio  was  greater  than  1.50  to  1.0.

     (c)    Interest  on  Advances  to  Purina Korea, Inc.  Advances to Purina
            ----------------------------------------------
Korea,  Inc.  in Korean Won shall bear interest in the per annum rate equal to
the  Korean  CD Rate minus 6.00% per annum.  Advances to Purina Korea, Inc. in
                     -----
Dollars shall bear interest at a rate per annum equal to the Korean Eurodollar
Rate.

     2.5    Minimum Amount of Each Advance.  Each Eurodollar Advance or Korean
            ------------------------------
Eurodollar  Advance  shall  be  in  the  minimum  amount of $1,000,000 (and in
multiples  of $100,000 if in excess thereof).  Each Base Rate Advance shall be
in the minimum amount of $1,000,000 (and in multiples of $100,000 if in excess
thereof),  provided,  however, that any Base Rate Advance may be in the amount
           --------   -------
of  the  unused Aggregate Commitment.  Each Korean Won Advance shall be in the
minimum amount of 1,000,000,000 Won (and in multiples of 500,000,000 Won if in
excess  thereof).

     2.6    Method  of Selecting Types and Interest Periods for Conversion and
            ------------------------------------------------------------------
Continuation  of  Advances.
  ------------------------

     (A)    Right  to  Convert.    The  Borrowers may elect from time to time,
            ------------------
subject to the provisions of Section 2.3, Section 2.4, and this Section 2.6 to
                             -----------  -----------           -----------
convert  all or any part of a Loan of any Type into any other Type or Types of
Loans;  provided  that  any  conversion  of  any  Eurodollar Advance or Korean
        --------
Eurodollar Advance shall be made on, and only on, the last day of the Interest
Period  applicable  thereto.

     (B)    Automatic  Conversion  and  Continuation.    Base Rate Loans shall
            ----------------------------------------
continue  as  Base  Rate  Loans  unless  and  until  such  Base Rate Loans are
converted  into  Eurodollar  Loans.    Eurodollar  Loans  shall  continue  as
Eurodollar  Loans  until  the  end  of  the  then  applicable  Interest Period
therefor, at which time such Eurodollar Loans shall be automatically converted
into Base Rate Loans unless the applicable Borrower shall have given the Agent
requesting  that,  at  the  end of such Interest Period, such Eurodollar Loans
continue  as  a Eurodollar Loan.  Korean Eurodollar Advances shall continue as
Korean Eurodollar Advances until repaid and Korean Won Advances shall continue
as  Korean  Won  Advances  until  repaid.

     (C)    No  Conversion  Post-Default  or  Post-Unmatured  Default.
            ---------------------------------------------------------
Notwithstanding  anything  to  the  contrary  contained  in  Section 2.6(A) or
          ---                                                --------------
Section  2.6(B),  no  Loan  may be converted into or continued as a Eurodollar
      ---------
Loan  except  with  the  consent  of  the Required Lenders when any Default or
Unmatured  Default  has  occurred  and  is  continuing.

     (D)    Conversion/Continuation Notice.  The Borrower shall give the Agent
            ------------------------------
irrevocable  notice (a "CONVERSION/CONTINUATION NOTICE") of each conversion of
a  Base  Rate Loan into a Eurodollar Loan or continuation of a Eurodollar Loan
not  later  than  11:00  a.m.  (New  York time) three Business Days before the
proposed  date  of  such  conversion  or  continuation,  specifying:   (1) the
requested  date  (which  shall  be  a  Business  Day)  of  such  conversion or
continuation;  (2)  the  amount  and  Type  of  the  Loan  to  be converted or
continued;  and  (3) the amounts of Eurodollar Loan(s) into which such Loan is
to  be  converted  or  continued  and  the  duration  of  the Interest Periods
applicable  thereto.

     2.7   Default Rate.  After the occurrence and during the continuance of a
           ------------
Default,  the interest rate(s) applicable to the Obligations and the letter of
credit  fee payable under Section 2.20 with respect to Letters of Credit shall
                          ------------
be  increased  by two percent (2.0%) per annum above the Base Rate, Eurodollar
Rate,  Korean  CD  Rate, Korean Eurodollar Rate or Applicable Letter of Credit
Fee,  as  applicable.

     2.8  Method  of  Payment.   All payments of principal, interest, and fees
          -------------------
hereunder  shall  be  made,  without setoff, deduction or counterclaim, to the
Agent  (i)  at  the  Agent's  office in New York, New York (or, in the case of
Advances  to  Purina Korea, Inc., Seoul, Korea) in immediately available funds
or at any other Lending Installation of the Agent specified in writing by 9:00
a.m.  (New  York time) on the day before the date when due by the Agent to the
Company,  by  12:00 noon (New York time) with respect to Advances to Borrowers
other  than  Purina  Korea,  Inc.  and 12:00 noon (Seoul time) with respect to
Advances  to Purina Korea, Inc. on the date when due and shall be made ratably
among  the applicable Lenders with respect to Revolving Advances in proportion
to  their  Revolving  Credit  Shares  (unless  such amount is not to be shared
ratably  in  accordance  with  the other terms hereof).  Each Advance shall be
repaid  or prepaid in the currency in which it was made in the amount borrowed
and  interest  payable  thereon  shall be paid in such currency.  Each payment
delivered  to  the  Agent  for  the  account  of any Lender shall be delivered
promptly by the Agent to such Lender in the same type of funds which the Agent
received  at  its address specified pursuant to Article XIII or at any Lending
                                                ------------
Installation  specified  in a notice received by the Agent from such Lender by
9:00  a.m.  (New York time) on the Business Day prior to the date such payment
is to be made.  The Borrowers authorize the Agent to charge any account of any
Borrower  maintained  with  the  Agent,  as  applicable,  for  each payment of
principal, interest and fees as it becomes due hereunder if not paid when due.
Notwithstanding the foregoing provisions of this Section, if, after the making
of  any  Advance  in  Korean Won, currency control or exchange regulations are
imposed  in the Republic of Korea with the result that different types of such
currency (the "NEW CURRENCY") are introduced and the type of currency in which
the  Advance  was  made  (the  "ORIGINAL CURRENCY") no longer exists or Purina
Korea,  Inc.  is  not able to make payment to the Agent for the account of the
applicable  Lenders in such Original Currency, then all payments to be made by
Purina  Korea,  Inc. hereunder in such Original Currency shall be made in such
amount  and such type of the New Currency or Dollars as shall be equivalent to
the amount of such payment otherwise due hereunder in the Original Currency as
determined  as of the date of repayment, it being the intention of the parties
hereto  that  the  Borrowers  take  all  risks  of  the imposition of any such
currency  control  or  exchange  regulations.

     2.9    Evidence  of  Debt;  Telephonic  Notices.
            ----------------------------------------

     (a)   Each Lender shall maintain in accordance with its usual practice an
account  or  accounts  evidencing  the  indebtedness  of the Borrowers to such
Lender  resulting from each Loan made by such Lender, including the amounts of
principal  and  interest  payable  and  paid  to such Lender from time to time
hereunder.

     (b)    The Agent shall maintain accounts in which it shall record (i) the
amount  of each Loan made hereunder, the Type thereof and the Interest Period,
if  any,  applicable thereto, (ii) the amount of any principal or interest due
and  payable  or  to  become due and payable from the Borrowers to each Lender
hereunder  and (iii) the amount of any sum received by the Agent hereunder for
the  account  of  the  Lenders  and  each  Lender's  share  thereof.

     (c)   The entries made in the accounts maintained pursuant to subsections
                                                                   -----------
(a)  or (b) of this Section shall be prima facie evidence of the existence and
---     ---                          ----- -----
amounts  of the obligations recorded therein; provided that the failure of any
                                              --------
Lender  or  the Agent to maintain such accounts or any error therein shall not
in  any  manner  affect  the  obligation of any Borrower to repay the Loans in
accordance  with  the  terms  of  this  Agreement.

     (d)    Any Lender may request that the Revolving Loans made by it each be
evidenced  by  a promissory note.  In such event, each Borrower shall prepare,
execute  and  deliver  to  such  Lender  a promissory note for Revolving Loans
payable  to the order of such Lender (or, if requested by such Lender, to such
Lender  and  its  registered  assigns) and in a form approved by the Agent and
consistent  with the terms of this Agreement.  Thereafter, the Loans evidenced
by  such  promissory  notes and interest thereon shall at all times (including
after  assignment  pursuant  to  Section  12.3)  be represented by one or more
                                 -------------
promissory  notes in such form payable to the order of the payee named therein
(or,  if  such  promissory  note  is  a registered note, to such payee and its
registered  assigns).

     (e)    Each  Borrower  authorizes  the  Lenders  and the Agent to extend,
convert  or  continue  Advances, effect selections of Types of Advances and to
transfer  funds  based on telephonic notices made by any person or persons the
Agent  or any Lender in good faith believes to be an Authorized Officer acting
on  behalf  of  any Borrower.  Each Borrower agrees to deliver promptly to the
Agent a written confirmation of each telephonic notice signed by an Authorized
Officer.  If the written confirmation differs in any material respect from the
action  taken  by  the Agent and the Lenders, the records of the Agent and the
Lenders  shall  govern  absent  manifest  error.    In  case  of  disagreement
concerning  such  notices,  if  the  Agent  has  recorded telephonic borrowing
notices,  such  recordings  will  be  made  available  to  the  Company.

     2.10  Promise to Pay; Interest and Fees; Interest Payment Dates; Interest
           -------------------------------------------------------------------
and  Fee  Basis;  Taxes;  Loan  and  Control  Accounts.
------------------------------------------------------

     (A)    Promise to Pay.  Each of the Borrowers unconditionally promises to
            --------------
pay when due without setoff, deduction or counterclaim the principal amount of
each  Loan made to it and all other Obligations incurred by it, and to pay all
unpaid  interest  accrued  thereon,  in  accordance  with  the  terms  of this
Agreement,  it  being  understood and agreed that each Subsidiary Borrower and
Subsidiary  Obligor  shall be obligated to repay only the Loans made to it and
pay  the  other  Obligations  incurred  by it and certain other Loans made and
Obligations  incurred  by  other Subsidiary Borrowers and Subsidiary Obligors.
Subject  to  the  foregoing,  the Borrowers and Subsidiary Obligors agree that
they  will pay the Tranche C Obligations on or before the Termination Date and
the  Tranche  D  Obligations  on  or  before  the  date on which the Aggregate
Commitment  with  respect  to  Tranche  D  Obligations  shall  expire.

     (B)    Interest  Payment  Dates.  Interest accrued on each Base Rate Loan
            ------------------------
shall  be payable on each Payment Date, commencing with the first such date to
occur  after  the  date  hereof,  on  any  date on which the Base Rate Loan is
prepaid, whether due to acceleration or otherwise, and at maturity (whether by
acceleration  or  otherwise).    Interest  accrued  on each Eurodollar Loan or
Korean  Eurodollar Loan or Korean Won Loan shall be payable on the last day of
its  applicable  Interest  Period, on any date on which the Eurodollar Loan or
Korean  Eurodollar  Loan is prepaid, whether by acceleration or otherwise, and
at  maturity;  provided,  interest  accrued  on each Eurodollar Loan or Korean
               --------
Eurodollar  Loan having an Interest Period longer than three months shall also
be  payable  on the last day of each three-month interval during such Interest
Period.    Interest  accrued on the principal balance of all other Obligations
shall  be  payable  in  arrears (i) upon repayment thereof in full or in part,
(ii)  if  not  theretofore  paid  in  full,  at the time such other Obligation
becomes  due  and  payable (whether by acceleration or otherwise) and (iii) if
not  theretofore  paid  in  full,  on demand, commencing on the first such day
following  the  date  such  Obligation became payable pursuant to the terms of
this  Agreement  or  the  other  Loan  Documents.

     (C)    Fees.    (i)    The  Company  shall  pay  or cause the appropriate
            ----
Subsidiary  to  pay to the Agent, for the account of the Lenders in accordance
with  their  Pro  Rata  Shares,  a  facility  fee  accruing at the rate of the
Applicable  Facility  Fee  per annum from and after the Closing Date until the
Termination Date on the sum of the Aggregate Commitment in effect from time to
time  minus the Maximum Korean Won Commitment.  All such facility fees payable
under  this  clause  (C) shall be payable quarterly in arrears on each Payment
             -----------
Date  commencing  June 30, 1998 and on the Termination Date.  In addition, the
Company  shall  pay to the Agent, for the account of the Lenders in accordance
with  their  Pro  Rata  Shares,  a Korean facility fee accruing at the rate of
3.00%  per  annum  payable on the Maximum Korean Won Commitment from and after
the  Closing  Date until the Termination Date, payable quarterly in arrears on
each  Payment  Date  commencing  June  30,  1998  and on the Termination Date.

     (ii)    The  Company agrees to pay or cause the appropriate Subsidiary to
pay  to the Agent the fees set forth in the letter agreement between the Agent
and  the  Company  dated  February  25,  1998.

     (D)    Interest  and  Fee  Basis.    Interest on Eurodollar Loans, Korean
            -------------------------
Eurodollar  Loans and Korean Won Loans and fees shall be calculated for actual
days  elapsed  on  the  basis  of a 360-day year.  Interest on Base Rate Loans
shall  be  calculated  for  actual  days elapsed on the basis of a 365/366-day
year.  Interest shall be payable for the day an Obligation is incurred but not
for  the day of any payment on the amount paid if payment is received prior to
12:00  noon  (New  York time) with respect to Advances (other than Advances to
Purina  Korea,  Inc.)  and 12:00 noon (Seoul time) with respect to Advances to
Purina  Korea,  Inc.   If any payment of principal of or interest on a Loan or
any  payment of any other Obligations shall become due on a day which is not a
Business  Day,  such payment shall be made on the next succeeding Business Day
and,  in  the  case  of  a  principal payment, such extension of time shall be
included  in  computing  interest  in  connection with such payment; provided,
                                                                     --------
however,  if  such  extension  of  payment would cause payment of principal or
    ---
interest  on  any  Eurodollar Loan or Korean Eurodollar Loan to be made in the
next  following  calendar month, such payment shall be made on the immediately
preceding  Business  Day.

     For  purposes  of  the  Interest Act (Canada):  (i) whenever any interest
under  this  Agreement is calculated using a rate based on a year of 360 days,
such rate determined pursuant to such calculation, when expressed as an annual
rate,  is  equivalent  to (x) the applicable rate based on a year of 360 days,
(y)  multiplied by the actual number of days in the calendar year in which the
period  for  which  such  interest is calculated ends, and (z) divided by 360;
(ii)  the  principle of deemed reinvestment of interest shall not apply to any
interest  calculation  under  this  Agreement; and (iii) the rates of interest
stipulated  in  this  Agreement  are  intended  to  be  nominal  rates and not
effective  rates  or  yields.

     Notwithstanding  any  provision  to  the  contrary  contained  in  this
Agreement,  in  no event shall the aggregate "interest" (as defined in Section
347  of  the  Criminal  Code (Canada), as the same may be amended, replaced or
re-enacted  from time to time) payable under this Agreement exceed the maximum
amount of interest on the "credit advanced" (as defined in that section) under
this  Agreement  lawfully  permitted  under  that section and, if any payment,
collection  or  demand pursuant to this Agreement in respect of "interest" (as
defined  in  that  section)  is determined to be contrary to the provisions of
that  section, such payment, collection or demand shall be deemed to have been
made  by mutual mistake of the relevant Borrower and the Agent and the Lenders
and the amount of such payment or collection shall be refunded to the relevant
Borrower.    For  purposes  of  this  Agreement,  the effective annual rate of
interest  shall  be determined in accordance with generally accepted actuarial
practices  and  principles  over  the  term  the  Revolving  Credit  Loans are
outstanding  on the basis of annual compounding of the lawfully permitted rate
of interest and, in the event of any dispute, a certificate of a Fellow of the
Canadian  Institute of Actuaries appointed by the Agent will be conclusive for
the  purposes  of  such  determination.

     (E)    Taxes.
            -----

     (i)   Any and all payments by any of the Borrowers or Subsidiary Obligors
hereunder  shall  be  made free and clear of and without deduction for any and
all  present  or  future  taxes,  levies,  imposts,  deductions,  charges  or
withholdings  or  any liabilities with respect thereto including those arising
after the date hereof as a result of the adoption of or any change in any law,
treaty,  rule,  regulation,  guideline  or  determination  of  a  Governmental
Authority  or  any  change  in  the interpretation or application thereof by a
Governmental  Authority  but  excluding,  in  the  case of each Lender and the
Agent,  such  taxes (including income taxes, franchise taxes and branch profit
taxes)  as are imposed on or measured by such Lender's or Agent's, as the case
may  be,  income by the United States of America or any Governmental Authority
of  the jurisdiction under the laws of which such Lender or Agent, as the case
may  be,  is  organized  or incorporated (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings, and liabilities which the Agent or
a  Lender  determines  to  be  applicable  to  this  Agreement, the other Loan
Documents,  the  Commitments,  the  Loans  or  the  Letters  of  Credit  being
hereinafter  referred to as "TAXES").  Subject to Section 2.10(E)(vii), if any
                                                  ---------------------
of the Borrowers or Subsidiary Obligors shall be required by law to deduct any
Taxes  from or in respect of any sum payable hereunder or under the other Loan
Documents  to  any Lender or the Agent, (i) the sum payable shall be increased
as  may  be  necessary so that after making all required deductions (including
deductions  applicable  to additional sums payable under this Section 2.10(E))
                                                              ---------------
such  Lender or Agent (as the case may be) receives an amount equal to the sum
it would have received had no such deductions been made, (ii) such Borrower or
Subsidiary  Obligor  shall  make  such  deductions, and (iii) such Borrower or
Subsidiary Obligor shall pay the full amount deducted to the relevant taxation
authority  or  other  authority  in  accordance  with  applicable  law.   If a
withholding  tax  of  the  United  States of America or any other Governmental
Authority  shall be or become applicable (y) after the date of this Agreement,
to  such  payments by any of the Borrowers made to the Lending Installation or
any  other  office that a Lender may claim as its Lending Installation, or (z)
after  such  Lender's  selection  and  designation  of  any  other  Lending
Installation,  to  such payments made to such other Lending Installation, such
Lender  shall  use reasonable efforts to make, fund and maintain its Loans and
issue Letters of Credit through another Lending Installation of such Lender in
another  jurisdiction  so  as to reduce the Borrowers' liability hereunder, if
the  making,  funding  or  maintenance  of such Loans and the issuance of such
Letters  of Credit through such other Lending Installation of such Lender does
not,  in  the  good  faith judgment of such Lender, otherwise adversely affect
such Loans, or obligations under the Commitments or such Lender.  With respect
to such deduction or withholding for or on account of any Taxes and to confirm
that  all  such  Taxes  have  been  paid  to  the  appropriate  Governmental
Authorities,  the  Company  shall  promptly  (and  in any event not later than
thirty  (30)  days  after  receipt)  furnish to each Lender and the Agent such
certificates, receipts and other documents as may be required (in the judgment
of  such Lender or the Agent) to establish any tax credit to which such Lender
or  the Agent may be entitled.  A payment may be made by the Company or by the
Subsidiary  that  is  the Borrower with respect to the Loan that gives rise to
such  payment.

     (ii)   In addition, the Company agrees to pay any present or future stamp
or  documentary  taxes  or  any  other  excise  or property taxes, charges, or
similar  levies  that arise from any payment made hereunder, from the issuance
of  Letters  of  Credit  hereunder,  or  from  the  execution,  delivery  or
registration  of, or otherwise with respect to, this Agreement, the other Loan
Documents,  the  Commitments,  the Loans or the Letters of Credit (hereinafter
referred  to  as  "OTHER  TAXES").

     (iii)    Subject  to  Section  2.10(E)(vii), the Company indemnifies each
                           ---------------------
Lender  and the Agent for the full amount of Taxes and Other Taxes (including,
without  limitation,  any  Taxes  or  Other  Taxes imposed by any Governmental
Authority  on  amounts payable under this Section 2.10(E)) paid by such Lender
                                          ---------------
or  the  Agent  (as  the  case may be) and any liability (including penalties,
interest,  and expenses) arising therefrom or with respect thereto, whether or
not  such  Taxes  or  Other  Taxes  were  correctly or legally asserted.  This
indem-nification  shall  be  made  within thirty (30) days after the date such
Lender  or  the  Agent  (as the case may be) makes written demand therefor.  A
certificate  as  to  any  additional amount payable to any Lender or the Agent
under  this  Section  2.10(E)  submitted  to the Company and the Agent by such
             ----------------
Lender or the Agent shall show in reasonable detail the amount payable and the
calculations  used  to determine such amount and shall, absent manifest error,
be  final,  conclusive  and  binding  upon  all  parties  hereto.

     (iv)    Within thirty (30) days after the date of any payment of Taxes or
Other Taxes by any Borrower or Subsidiary Obligor, such Borrower or Subsidiary
Obligor  shall  furnish  to  the  Agent  the original or a certified copy of a
receipt  evidencing  payment  thereof.

     (v)    Without prejudice to the survival of any other agreement of any of
the  Borrowers or Subsidiary Obligor hereunder, the agreements and obligations
of  the  Borrowers  and  Subsidiary  Obligor contained in this Section 2.10(E)
                                                               ---------------
shall  survive  the  payment  in full of principal and interest hereunder, the
termination  of  the  Letters of Credit and the termination of this Agreement.

     (vi)    Without  limiting the obligations of the Borrowers and Subsidiary
Obligor under this Section 2.10(E) (except as expressly provided by subsection
                   ---------------                                  ----------
(vii)  below),  (A)  each  Lender that has a Commitment that is not created or
-----
organized  under  the  laws  of  the  United  States of America or a political
---
subdivision  thereof  shall  deliver to the Company and the Agent on or before
---
the Closing Date, or, if later, the date on which such Lender becomes a Lender
--
pursuant  to  Section 12.3 hereof, a true and accurate certificate executed in
              ------------
duplicate  by a duly authorized officer of such Lender, in a form satisfactory
to  the Company and the Agent, to the effect that such Lender is capable under
the  provisions  of an applicable tax treaty concluded by the United States of
America  (in  which  case the certificate shall be accompanied by two executed
copies  of  Form  1001 of the IRS) or under Section 1442 of the Code (in which
case  the  certificate  shall be accompanied by two copies of Form 4224 of the
IRS) of receiving payments of interest and fees hereunder without deduction or
withholding  of  United  States  federal  income tax and (B) each Lender shall
deliver  to  the  Company  and the Agent on or before the Closing Date, or, if
later,  the  date  on  which such Lender becomes a Lender, a true and accurate
certificate executed in duplicate by a duly authorized officer of such Lender,
in  a  form satisfactory to the Company and the Agent, to the effect that such
Lender  is  capable  under the provisions of an applicable tax treaty or under
the  provisions  of  applicable  law  of  receiving  payments of interest with
respect  to  the Advances to Purina Korea, Inc. hereunder without deduction or
withholding  of income tax.  Each such Lender further agrees to deliver to the
Company  and  the  Agent,  from  time  to time a true and accurate certificate
executed  in  duplicate  by  a  duly  authorized  officer  of  such  Lender
substantially  in  a form satisfactory to the Company and the Agent, before or
promptly  upon  the  occurrence  of  any  event requiring a change in the most
recent  certificate  previously  delivered  by  it  pursuant  to  this Section
                                                                       -------
2.10(E)(vi).  Further, each Lender which delivers a certificate accompanied by
       ----
Form  1001  of  the IRS covenants and agrees to deliver to the Company and the
Agent within fifteen (15) days prior to January 1, 1999, and every third (3rd)
anniversary  of  such  date  thereafter,  on  which this Agreement is still in
effect, another such certificate and two accurate and complete original signed
copies of Form 1001 (or any successor form or forms required under the Code or
the  applicable  regulations  promulgated  thereunder),  and  each Lender that
delivers  a  certificate  accompanied  by  Form  4224 of the IRS covenants and
agrees  to deliver to the Company and the Agent within fifteen (15) days prior
to  the  beginning of each subsequent taxable year of such Lender during which
this  Agreement  is still in effect, another such certificate and two accurate
and complete original signed copies of IRS Form 4224 (or any successor form or
forms  required  under  the  Code  or  the  applicable regulations promulgated
thereunder).

     Each  such certificate shall certify pursuant to this Section 2.10(E)(vi)
                                                           -------------------
as  to  one  of  the  following:

     (a)    that  such  Lender  is  capable  of receiving payments of interest
hereunder without deduction or withholding of United States of America federal
income  tax;

     (b)    that  such Lender is not capable of receiving payments of interest
hereunder  without  deduction  or  withholding of the applicable income tax as
specified  therein  but  is  capable of recovering the full amount of any such
deduction  or  withholding  from  a  source  other  than the Borrowers and the
Subsidiary  Obligor  and will not seek any such recovery from the Borrowers or
the  Subsidiary  Obligor;  or

     (c)    that,  as  a  result  of the adoption of or any change in any law,
treaty,  rule,  regulation,  guideline  or  determination  of  a  Governmental
Authority  or  any  change  in  the interpretation or application thereof by a
Governmental  Authority after the date such Lender became a party hereto, such
Lender  is  not  capable  of  receiving payments of interest hereunder without
deduction  or  withholding  of  applicable income tax as specified therein and
that it is not capable of recovering the full amount of the same from a source
other  than  the  Borrowers  and  the  Subsidiary  Obligors.

     Each  Lender  shall  promptly  furnish  to the Company and the Agent such
additional documents as may be reasonably required by the Company or the Agent
to  establish  any  exemption  from  or  reduction of any Taxes or Other Taxes
required  to  be  deducted or withheld and which may be obtained without undue
expense  to  such  Lender.

     A  Borrower  shall  provide  such  information  and take such action as a
Lender may reasonably request without undue expense to such Borrower to enable
the  Lender  to  comply with the foregoing provisions of this subsection (vi).
                                                              ---------------

     (vii)    None  of  the  Borrowers shall be required to pay any additional
amounts  under  subsection (i) above or indemnification under subsection (iii)
                --------------                                ----------------
above  to  the  extent  that  the obligation to pay such additional amounts or
indemnification would not have arisen but for:  (a) a failure by the Lender or
Agent  to  comply  with  the  provisions  of subsection (vi) above; or (b) the
                                             ---------------
certifications  referred  to  in  subsection  (vi)  above  not  being  true.
                                  ----------------

     (viii)    Each  Lender  and the Agent agree that if it shall become aware
that it is entitled to receive a refund or a tax credit in respect of Taxes or
Other  Taxes  as  to which it has been indemnified by the Company or any other
Borrower  pursuant  to  this  Section  2.10(E),  it  shall promptly notify the
                              ----------------
Company of the availability of such refund or tax credit and at the request of
the Company will apply for such refund or take the benefit of such tax credit;
provided,  however  the  failure  to provide such notice shall not relieve the
Company  or  any  other  Borrower of any of their Obligations hereunder.  Upon
receipt of such refund or the benefit of such tax credit , the Lender or Agent
agrees to pay such refund or an amount equal to the benefit of such tax credit
to  the applicable Borrower along with any interest actually received from the
taxing  authority,  net  of all out-of-pocket expenses of such Lender or Agent
incurred  with  respect  to  such  refund  or  tax  credit.

     (F)    Loan  Account.   Each Lender shall maintain in accordance with its
            -------------
usual  practice  an  account  or  accounts  (a  "LOAN ACCOUNT") evidencing the
Obligations  of each of the Borrowers to such Lender owing to such Lender from
time  to  time, including the amount of principal and interest payable paid to
such  Lender  from  time  to  time  hereunder.

     (G)    Entries  Binding.   The entries made in each Loan Account shall be
            ----------------
conclusive  and  binding  for  all purposes, absent manifest error, unless the
Company  objects  to  information  contained in the Loan Account within thirty
(30)  days  of  the  Company's  receipt  of  such  information.

     2.11  Notification of Advances, Interest Rates, Prepayments and Aggregate
           -------------------------------------------------------------------
Commitment  Reductions.  Promptly after receipt thereof, the Agent will notify
----------------------
each  applicable Lender of the contents of each Aggregate Commitment reduction
notice,  Borrowing  Notice for Revolving Loans, Conversion/Continuation Notice
with  respect  to  Revolving  Loans,  and  repayment  notice  received  by  it
hereunder.   The Agent will notify each applicable Lender of the interest rate
applicable to each Eurodollar Loan, Korean Eurodollar Loan and Korean Won Loan
promptly  upon  determination  of  such interest rate, and the Agent will give
each  applicable  Lender  prompt  notice  of each change in the Alternate Base
Rate.

     2.12    Lending  Installations.    Each  Lender may book its Loans at any
             ----------------------
Lending  Installation  selected  by  such  Lender  and  may change its Lending
Installation  from  time  to time.  All terms of this Agreement shall apply to
any  such  Lending  Installation.    Each  Lender may, by written or facsimile
notice  to  the  Agent  and  the  Borrowers,  designate a Lending Installation
through which Loans will be made by it and for whose account Loan payments are
to  be  made.

     2.13   Non-Receipt of Funds by the Agent.  Unless the applicable Borrower
            ---------------------------------
or a Lender, as the case may be, notifies the Agent prior to the date on which
it  is  scheduled to make payment to the Agent of (i) in the case of a Lender,
the  proceeds  of  a  Loan  or  (ii)  in  the case of a Borrower, a payment of
principal,  interest  or  fees to the Agent for the account of the Lenders for
the  account  of  the applicable Lenders, that it does not intend to make such
payment, the Agent may assume that such payment has been made.  The Agent may,
but  shall  not  be obligated to, make the amount of such payment available to
the  intended  recipient  in reliance upon such assumption.  If such Lender or
Borrower,  as  the case may be, has not in fact made such payment to the Agent
the  recipient  of  such  payment  shall, on demand by the Agent, repay to the
Agent  the  amount so made available together with interest thereon in respect
of  each  day during the period commencing on the date such amount was so made
available by the Agent until the date the Agent recovers such amount at a rate
per  annum  equal to (i) in the case of payment by a Lender, the Federal Funds
Effective  Rate for such day or (ii) in the case of payment by a Borrower, the
interest  rate  applicable  to  the  relevant  Loan.

     2.14    Termination  Date.    This Agreement shall be effective until the
             -----------------
Termination  Date.    Notwithstanding the termination of this Agreement on the
Termination  Date,  until  all  of  the  Obligations  (other  than  contingent
indemnity  and  reimbursement  obligations)  shall  have  been  fully  and
indefeasibly  paid  and  satisfied,  all  financing  arrangements  among  the
Borrowers and the Lenders shall have been terminated (other than under Hedging
Agreements) and all of the Letters of Credit shall have expired, been canceled
or  terminated,  all  of  the rights and remedies under this Agreement and the
other  Loan  Documents shall survive and the Agent shall be entitled to retain
its  security  interest  in  and to all existing and future Collateral for the
benefit  of  itself  and  the  Holders  of  Secured  Obligations.

     2.15    Replacement of Certain Lenders.  In the event a Lender ("AFFECTED
             ------------------------------
LENDER")  shall  have:    (i) failed to fund its Revolving Credit Share of any
Advance requested by any Borrower which such Lender is obligated to fund under
the  terms  of  this  Agreement  and  which  failure  has not been cured, (ii)
requested compensation from any Borrower under Sections 2.10(E), 3.1 or 3.2 to
                                               ----------------  ---    ---
recover  Taxes,  Other Taxes or other additional costs incurred by such Lender
which are not being incurred generally by the other Lenders, (iii) delivered a
notice  pursuant  to Section 3.3 claiming that such Lender is unable to extend
                     -----------
Eurodollar  Loans  to any Borrower for reasons not generally applicable to the
other Lenders, (iv) declined to extend the Termination Date or the expiry date
of the Aggregate Commitment with respect to the Tranche D Obligations pursuant
to  Section  2.24, or (v) has invoked Section 9.2, then, in any such case, any
    -------------                     -----------
Borrower  or the Agent may make written demand on such Affected Lender (with a
copy  to  the  Agent in the case of a demand by any Borrower and a copy to the
Borrowers  in  the  case  of a demand by the Agent) for the Affected Lender to
assign, and such Affected Lender shall use its best efforts to assign pursuant
to  one  or  more  duly  executed  assignment  and  acceptance  agreements  in
substantially  the  form of Exhibit D five (5) Business Days after the date of
                            ---------
such  demand,  to  one  or  more  financial  institutions that comply with the
provisions of Section 12.3(A) (and, if selected by the Borrowers is reasonably
              ---------------
acceptable to the Agent, and, so long as no Default shall have occurred and is
continuing,  if selected by the Agent is reasonably acceptable to the Company)
which  any  Borrower  or the Agent, as the case may be, shall have engaged for
such  purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and
obligations  under  this  Agreement  and  the other Loan Documents (including,
without  limitation,  its  Commitment,  all  Loans  owing  to  it,  all of its
participation  interests  in  existing Letters of Credit and its obligation to
participate  in  Letters of Credit hereunder) in accordance with Section 12.3.
                                                                 ------------
The  Agent  agrees,  upon  the  occurrence  of  such events with respect to an
Affected  Lender  and  upon  the  written  request of any Borrower, to use its
reasonable  efforts  to  obtain  the  commitments  from  one or more financial
institutions  qualified to act as a Replacement Lender.  Further, with respect
to  such  assignment  the Affected Lender shall have concurrently received, in
cash,  all amounts due and owing to the Affected Lender hereunder or under any
other  Loan Document, including, without limitation, the aggregate outstanding
principal  amount  of  the  Loans  owed  to such Lender, together with accrued
interest  thereon  through  the date of such assignment, amounts payable under
Sections  2.10(E),  3.1,  and  3.2  with  respect  to such Affected Lender and
  ---------------   ---        ---
compensation  payable under Section 2.10(C) in the event of any replacement of
  ----                      ---------------
any  Affected  Lender  under clause (ii) or clause (iii) of this Section 2.15;
                             -----------    ------------         ------------
provided  that  upon  such Affected Lender's replacement, such Affected Lender
  ------
shall  cease  to  be  a  party hereto but shall continue to be entitled to the
benefits  of  Sections 2.10(E), 3.1, 3.2, 3.4, and 9.7, as well as to any fees
              ----------------  ---  ---  ---      ---
accrued  for  its account hereunder and not yet paid, and shall continue to be
obligated  under  Section  10.8.   Upon the replacement of any Affected Lender
                  -------------
pursuant to this Section 2.15, the provisions of Section 8.2 shall continue to
                 ------------                    -----------
apply  with  respect  to  Advances  which are then outstanding with respect to
which  the Affected Lender failed to fund its Revolving Credit Share and which
failure  has  not  been  cured.

     2.16   Letters of Credit.  (a) Upon receipt of duly executed applications
            -----------------
therefor  in  substantially  the  form of Exhibit H, and such other documents,
                                          ---------
instructions and agreements as such Issuing Lender may reasonably require, and
subject  to the provisions of Article IV, the Agent shall, or any other Lender
                              ----------
in  its  sole  discretion  may,  issue standby or commercial letters of credit
denominated in Dollars for the account of the Company or one of the Subsidiary
Borrowers  or  Subsidiary Obligors or standby letters of credit denominated in
Korean Won for the account of Purina Korea, Inc., on terms as are satisfactory
to  such  Issuing  Lender  in  substantially  the form of Exhibit I; provided,
                                                          ---------  --------
however,  that  no  Letter  of  Credit  will be issued hereunder by an Issuing
     --
Lender  if  on  the  date  of  issuance, before or after taking such Letter of
Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations
at  such  time would exceed the Aggregate Commitments at such time or (ii) the
amount  (or  with  respect  to standby Letters of Credit denominated in Korean
Won, the Dollar Amount) of the Revolving Credit Obligations owed by any of the
Borrowers  or  Subsidiary Obligors pursuant to this Agreement would exceed the
corresponding  amounts  listed  below:

     Agribrands  International,  Inc.                    $  5,000,000
Agribrands  Canada,  Inc.                    $  6,500,000
Purina  Italia  S.p.A.                              $  4,000,000
Purina  Espana,  S.A.                              $  2,500,000
Purina  Hungaria  Animal  Feed
     Production  &  Trading  Company  Ltd.          $  2,000,000
Purina  Korea,  Inc.                              $15,000,000
Industrias  Purina  S.A.  de  C.V.                    $  5,000,000
Purina  Colombiana  S.A.                    $  5,000,000
Agribrands  Purina  do  Brasil,  Ltda.          $  5,000,000
Purina  Philippines,  Inc.                              $  2,500,000
Purina  de  Venezuela,  C.A.                    $  2,500,000


and  provided,  further, that no Letter of Credit shall be issued which has an
     --------   -------
expiration  date  more than one year after the date of issuance of such Letter
of Credit or an expiration date later than the date which is five (5) Business
Days immediately preceding (x) the Termination Date with respect to Letters of
Credit  issued for the account of any Borrower (other than Purina Korea, Inc.)
and  (y)  the  then  effective expiry date of the Aggregate Commitment for the
Tranche  D  Obligations  with  respect  to any Letter of Credit issued for the
account  of any Subsidiary Obligor; and provided, further, that all commercial
                                        --------  -------
Letters  of  Credit  requested hereunder shall be denominated only in Dollars.
Each  Letter  of  Credit  issued  for  the account of any Borrower (other than
Purina  Korea, Inc.) may, upon the request of the applicable Borrower, include
a  provision  whereby such Letter of Credit shall be renewed automatically for
additional  consecutive  periods of 12 months or less (but not beyond the date
that  is  five Business Days prior to the Termination Date) unless the Issuing
Lender  notifies  the  beneficiary  thereof  at  least  30  days  prior to the
then-applicable  expiry  date  that such Letter of Credit will not be renewed.
Each  Letter  of Credit issued for the account of any Subsidiary Obligor shall
be  renewed or extended beyond the then effective expiry date of the Aggregate
Commitment  for  the  Tranche  D  Obligations at the request of the applicable
Subsidiary  Obligor  only  with  the  consent of all of the Lenders.  Prior to
issuing  any Letter of Credit, the applicable Issuing Lender shall request and
the  Agent  shall  provide  confirmation  that  the request for such Letter of
Credit  complies  with  the  provisions of this Section 2.16(a).  If the Agent
                                                ---------------
notifies  the  applicable  Issuing  Lender that it is authorized to issue such
Letter  of  Credit,  and  the  conditions  described  in  Article IV have been
                                                          ----------
satisfied,  then  such  Issuing  Lender  shall  issue such Letter of Credit as
requested.  The applicable Issuing Lender shall give the Agent and each Lender
prompt  notice  of  the  issuance  of  any  such Letter of Credit by it.  Each
Issuing  Lender  shall  furnish  to  the  Agent  and  each Lender on the first
Business  Day of each month a written report, with respect to each outstanding
Letter  of  Credit  issued  by  such  Issuing Lender, summarizing whether such
Letter  of  Credit  is  a  standby or commercial Letter of Credit, the maximum
amount available to be drawn thereon, and the beneficiary and the issuance and
expiration  dates  thereof.      Together  with  each such monthly report each
Issuing  Lender shall provide the Agent a copy of each Letter of Credit issued
by  such  Issuing  Bank  during  the  previous  month.

     (b)       Schedule 2.16(b), which the Company may amend at any time prior
               ----------------
to  the  Closing  Date contains a schedule of certain letters of credit issued
for  the  account  of  certain  Borrowers and Subsidiary Obligors prior to the
Closing  Date  by certain Lenders (the "EXISTING LETTERS OF CREDIT").  Subject
to  the satisfaction of the conditions contained in Sections 4.1 and 4.2, from
                                                    ------------     ---
and  after  the Closing Date the Existing Letters of Credit shall be deemed to
be  Letters  of  Credit  issued  pursuant  to  Section  2.16(a).
                                               ----------------

     2.17    Letter of Credit Participation.  On the Closing Date with respect
             ------------------------------
to  the  Existing Letters of Credit, and immediately upon the issuance of each
Letter  of  Credit  by  any  Issuing  Lender hereunder, each Lender that has a
Commitment  shall  be  deemed  to  have  automatically,  irrevocably  and
unconditionally  purchased  and received from the applicable Issuing Lender an
undivided  interest  and  participation  in  and to such Letter of Credit, the
obligations  of  the  applicable  Borrower  or  Subsidiary  Obligor in respect
thereof,  and  the  liability  of  the  applicable  Issuing  Lender thereunder
(collectively,  an  "L/C INTEREST") in an amount equal to the amount available
for  drawing under such Letter of Credit multiplied by such Lender's Revolving
Credit  Share.

     The  applicable  Issuing  Lender  will  notify  the  Agent  promptly upon
presentation  to  it  of an L/C Draft or upon any other draw under a Letter of
Credit  and  the Agent will promptly notify each Lender that has a Commitment.
On  or  before  the  Business Day on which the applicable Issuing Lender makes
payment  of  each  such  L/C Draft or any other draw on a Letter of Credit, on
demand  of  the  Agent received by each Lender that has a Commitment not later
than  12:00 noon (Seoul, Korea time) on the fifth (5th) Business Day after the
date  of  such demand with respect to Letters of Credit issued for the account
of  Purina  Korea,  Inc.,  and  12:00  noon (New York time) on the third (3rd)
Business  Day  after the date of such demand with respect to all other Letters
of  Credit,  each Lender (other than the Issuing Lender) shall make payment on
such  Business  Day  to  the  Agent  for the account of the applicable Issuing
Lender, in immediately available funds in the applicable currency in an amount
equal to such Lender's Revolving Credit Share of the amount of such payment or
draw.

     Upon  the  Agent's  receipt  of  funds as a result of an Issuing Lender's
payment  on  an L/C Draft or any other draw on a Letter of Credit issued by an
Issuing Lender, the Agent shall promptly pay such funds to the Issuing Lender.
The  obligation  of each Lender that has a Commitment to pay the Agent for the
account  of  the  applicable  Issuing  Lender under this Section 2.17 shall be
                                                         ------------
unconditional,  continuing,  irrevocable  and absolute.  In the event that any
such  Lender  fails  to make payment to the Agent of any amount due under this
Section 2.17, the Agent shall be entitled to receive, retain and apply against
  ----------
such  obligation  the  principal and interest otherwise payable to such Lender
hereunder  until the Agent on behalf of the applicable Issuing Lender receives
such payment from such Lender or such obligation is otherwise fully satisfied;
provided,  however, that nothing contained in this sentence shall relieve such
--------   -------
Lender  of its obligation to reimburse the Agent for such amount in accordance
with  this  Section  2.17.
            -------------

     2.18    Reimbursement  Obligation.   Each of the Borrowers and Subsidiary
             -------------------------
Obligors  agrees  unconditionally,  irrevocably and absolutely upon receipt of
notice  from  the Agent or the applicable Issuing Lender to pay immediately to
the  Agent, for the account of the applicable Issuing Lender or the account of
the Lenders, as the case may be, the amount of each advance which may be drawn
under or pursuant to a Letter of Credit issued for its account or an L/C Draft
related  thereto  (such  obligation  of  each  of the Borrowers and Subsidiary
Obligors  to  reimburse  the  Issuing  Lender or the Agent for an advance made
under  a  Letter  of  Credit  or  L/C Draft being hereinafter referred to as a
"REIMBURSEMENT  OBLIGATION"  with  respect  to  such  Letter  of Credit or L/C
Draft),  each such payment to be made by the applicable Borrower or Subsidiary
Obligor  to  the Agent no later than 1:00 p.m. (New York time) or with respect
to Reimbursement Obligations owed by Purina Korea, Inc. 1:00 p.m. (Seoul time)
on  the  Business  Day on which the applicable Issuing Lender makes payment of
each  such  L/C Draft or, in the case of any other draw on a Letter of Credit,
1:00 p.m. (New York time) or with respect to Reimbursement Obligations owed by
Purina Korea, Inc. 1:00 p.m. (Seoul time) on the date specified in a demand by
the  Agent  and such payment shall be made in the applicable currency in which
such  Letter of Credit was issued.  Any Issuing Lender may direct the Agent to
make  such  demand  with  respect  to Letters of Credit issued by such Issuing
Lender.  If any Borrower at any time fails to repay a Reimbursement Obligation
pursuant  to  this Section 2.18, such Borrower shall be deemed to have elected
                   ------------
to  borrow a Revolving Loan from the applicable Lenders, as of the date of the
Advance  giving  rise  to  the Reimbursement Obligation equal in amount to the
amount  of  the unpaid Reimbursement Obligation.  Such Revolving Loan shall be
made  as  of  the  date  of  the  payment  giving  rise  to such Reimbursement
Obligation,  automatically,  without  notice  and  without  any requirement to
satisfy  the  conditions  precedent  otherwise  applicable  to  an  Advance of
Revolving Loans if such Borrower shall have failed to make such payment to the
Agent  for  the  account  of the applicable Issuing Lender prior to such time.
Such  Revolving Loans shall constitute a Base Rate Advance, or, in the case of
standby Letters of Credit denominated in Korean Won, a Korean Won Advance, the
proceeds  of  which  Advance  shall  be  used  to  repay  such  Reimbursement
Obligation.    If, for any reason, any Borrower or Subsidiary Obligor fails to
repay  a  Reimbursement  Obligation  on  the day such Reimbursement Obligation
arises  and,  for  any  reason,  the  Lenders  are  unable  to make or have no
obligation  to make a Revolving Loan, then such Reimbursement Obligation shall
bear  interest  from  and  after such day, until paid in full, at the interest
rate  applicable  to a Base Rate Advance, or in the case of standby Letters of
Credit  denominated  in  Korean  Won,  at  the  Korean  CD  Rate.

     2.19    Cash Collateral.  Notwithstanding anything to the contrary herein
             ---------------
or  in any application for a Letter of Credit, after the occurrence and during
the  continuance  of Default, each Borrower and Subsidiary Obligor shall, upon
the  Agent's demand, deliver to the Agent for the benefit of the Lenders, cash
collateral,  having  a  value,  as  determined  by  such Lenders, equal to the
aggregate  outstanding  L/C Obligations of such Borrower or Subsidiary Obligor
in  addition  to  amounts on deposit in the Cash Collateral Account.  Any such
additional  collateral  shall  be  held  by  the  Agent  in a separate account
appropriately  designated  as  a  cash  collateral account in relation to this
Agreement  and the Letters of Credit and retained by the Agent for the benefit
of  the  Lenders  as  collateral  security  for  the Borrowers' and Subsidiary
Obligors'  obligations in respect of this Agreement and each of the Letters of
Credit  and  L/C Drafts.  Such amounts shall be applied to reimburse the Agent
or  each  Issuing  Lender,  as  applicable,  for drawings or payments under or
pursuant  to  Letters  of Credit or L/C Drafts, or if no such reimbursement is
required,  to  payment  of  such  of  the other Obligations as the Agent shall
determine.    If no Default shall be continuing, amounts remaining in any cash
collateral  account  (other  than  the  Cash  Collateral  Account) established
pursuant  to  this  Section  2.19 which are not to be applied to reimburse the
                    -------------
Agent  for  amounts  actually  paid or to be paid by the Agent in respect of a
Letter  of  Credit  or L/C Draft, shall be promptly returned to the applicable
Borrower  (after deduction of the Agent's expenses incurred in connection with
such  cash  collateral  account).

     2.20  Letter of Credit Fees.  The Company agrees to pay (i) quarterly, in
           ---------------------
arrears,  on  each  Payment  Date  to the Agent for the ratable benefit of the
Lenders  having  Commitments,  except as set forth in Section 8.2, a letter of
                                                      -----------
credit  fee  ("LETTER  OF  CREDIT  FEE")  in  the  amount  of:

(w)          with  respect  to Letters of Credit issued for the account of the
Borrowers  (other  than Purina Korea, Inc.) and the Subsidiary Obligors (other
than  Purina  Korea, Inc.), a rate per annum equal to the Applicable Letter of
Credit  Fee  on  the  aggregate average daily outstanding amount available for
drawing  under  all  of  the  Letters  of  Credit  issued  for  its  account;

(x)        with respect to standby Letters of Credit issued for the account of
Purina Korea, Inc. and denominated in Dollars, a per annum rate equal to 3.50%
on  the aggregate average daily outstanding amount available for drawing under
all  standby  Letters  of  Credit  denominated  in  Dollars and issued for its
account;

(y)        with respect to standby Letters of Credit issued for the account of
Purina  Korea,  Inc.  and denominated in Korean Won, a per annum rate equal to
1.75%  on the aggregate average daily outstanding amount available for drawing
under  all  of  the  standby  Letters  of Credit denominated in Korean Won and
issued  for  its  account;  and

(z)     with respect to commercial Letters of Credit issued for the account of
Purina Korea, Inc. and denominated in Dollars, a per annum rate equal to 1.50%
on  the aggregate average daily outstanding amount available for drawing under
all  of the commercial Letters of Credit denominated in Dollars and issued for
its  account;  plus
               ----

(ii)  to  the  Agent for the benefit of the Issuing Lenders, a fronting fee of
one-eighth  of  one  percent (0.125%) per annum on the aggregate average daily
outstanding  Dollar  Amount  available for drawing under all of the Letters of
Credit  issued  for  the account of any Borrower or Subsidiary Obligor payable
quarterly,  in  arrears,  on  each  Payment  Date;  plus
                                                    ----

(iii) in each case, all customary fees and other issuance, amendment, document
examination,  negotiation  and  presentment  expenses  and  related charges in
connection  with  the issuance, amendment, presentation of L/C Drafts, and the
like  customarily  charged  by  the Issuing Lender with respect to standby and
commercial  Letters  of  Credit,  including,  without  limitation,  standard
commissions  with respect to commercial Letters of Credit, payable at the time
of  invoice  of  such  amounts.

     2.21   Indemnification; Exoneration.  (a)  In addition to amounts payable
            ----------------------------
as  elsewhere provided in this Agreement, each Borrower and Subsidiary Obligor
with  respect  to  Letters of Credit issued for its account agrees to protect,
indemnify,  pay  and  save  harmless  the  Agent, each Issuing Lender and each
Lender from and against any and all liabilities and costs which the Agent, any
Issuing  Lender  or  any  Lender  may incur or be subject to as a consequence,
direct or indirect, of (i) the issuance of any Letter of Credit other than, in
the case of the Issuing Lender, as a result of its gross negligence or willful
misconduct,  as  determined  by  the  final  judgment  of a court of competent
jurisdiction,  or (ii) the failure of the Issuing Lender of a Letter of Credit
to  honor  a  drawing  under  such  Letter of Credit as a result of any act or
omission, whether rightful or wrongful, of any present or future de jure or de
facto  Governmental  Authority  (all  such  acts  or  omissions  herein called
"GOVERNMENTAL  ACTS").

     (b)    As  among the Borrowers, the Subsidiary Obligors, the Lenders, the
Issuing  Lenders  and  the Agent, the Borrowers and Subsidiary Obligors assume
all risks of the acts and omissions of, or misuse of such Letter of Credit by,
the beneficiary of any Letter of Credit.  In furtherance and not in limitation
of  the  foregoing,  subject  to  the  provisions  of  the  Letter  of  Credit
applications  and  Letter  of  Credit reimbursement agreements executed by the
applicable  Borrower  or  Subsidiary  Obligor  at  the time of request for any
Letter  of Credit, the Issuing Lender of a Letter of Credit, the Agent and the
Lenders  shall  not  be  responsible  (in  the  absence of gross negligence or
willful  misconduct  in  connection  therewith,  as  determined  by  the final
judgment  of  a court of competent jurisdiction):  (i) for the form, validity,
sufficiency,  accuracy,  genuineness or legal effect of any document submitted
by  any  party  in  connection  with  the  application for and issuance of the
Letters  of  Credit,  even  if  it  should  in  fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) 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; (iii) for failure of the beneficiary of
a  Letter  of  Credit to comply duly with conditions required in order to draw
upon  such  Letter  of  Credit;  (iv)  for errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex,  or other similar form of teletransmission or otherwise; (v) for errors
in  interpretation of technical trade terms; (vi) for any loss or delay in the
transmission  or otherwise of any document required in order to make a drawing
under  any  Letter  of  Credit  or  of  the  proceeds  thereof;  (vii) for the
misapplication by the beneficiary of a Letter of Credit of the proceeds of any
drawing  under  such Letter of Credit; and (viii) for any consequences arising
from  causes  beyond  the  control  of  the  Agent, the Issuing Lender and the
Lenders  including,  without  limitation,  any Governmental Acts.  None of the
above  shall  affect,  impair,  or  prevent  the vesting of any of the Issuing
Lender's  rights  or  powers  under  this  Section  2.21.
                                           -------------

     (c)    In furtherance and extension and not in limitation of the specific
provisions  hereinabove  set  forth, any action taken or omitted by an Issuing
Lender  under  or in connection with Letters of Credit issued on behalf of any
Borrower  or  Subsidiary Obligor or any related certificates shall not, in the
absence  of gross negligence or willful misconduct, as determined by the final
judgment  of  a  court  of competent jurisdiction, put the Issuing Lender, the
Agent  or  any  Lender  under  any  resulting  liability  to  any  Borrower or
Subsidiary Obligor or relieve any Borrower or Subsidiary Obligor of any of its
obligations  hereunder  to  any  such  Person.

     (d)    Without  prejudice  to  the survival of any other agreement of the
Borrowers or the Subsidiary Obligors hereunder, the agreements and obligations
of  the  Borrowers contained in this Section 2.21 shall survive the payment in
                                     ------------
full  of  principal  and interest hereunder, the termination of the Letters of
Credit  and  the  termination  of  this  Agreement.

     2.22    Judgment Currency.  If, for the purposes of obtaining judgment in
             -----------------
any  court,  it is necessary to convert a sum due from a Borrower hereunder or
under  any  of  the  Notes in the currency expressed to be payable herein (the
"SPECIFIED  CURRENCY") into another currency, the parties hereto agree, to the
fullest extent that they may effectively do so, that the rate of exchange used
shall  be that at which in accordance with normal banking procedures the Agent
could  purchase the specified currency with such other currency at the Agent's
main  office  in  New  York,  New York or Seoul, Korea or any other applicable
local  office  on  the  Business  Day  preceding  that  on  which  the  final,
non-appealable  judgment is given.  The obligations of the applicable Borrower
in  respect  of  any  sum  due  to  any  Lender  or the Agent hereunder shall,
notwithstanding  any judgment in a currency other than the specified currency,
be discharged only to the extent that on the Business Day following receipt by
such  Lender or Agent (as the case may be) of any sum adjudged to be so due in
such  other  currency  such  Lender  or  Agent  (as  the  case  may be) may in
accordance  with  normal, reasonable banking procedures purchase the specified
currency with such other currency.  If the amount of the specified currency so
purchased  is less than the sum originally due to such Lender or Agent, as the
case may be, in the specified currency, the applicable Borrower agrees, to the
fullest  extent  that  it  may effectively do so, as a separate obligation and
notwithstanding  any  such judgment, to indemnify such Lender or Agent, as the
case may be, against such loss, and if the amount of the specified currency so
purchased  exceeds  (a)  the sum originally due to any Lender or Agent, as the
case  may  be, in the specified currency and (b) any amounts shared with other
Lenders  as  a  result  of  allocations  of  such excess as a disproportionate
payment  to  such Lender under Section 11.2, such Lender or Agent, as the case
                               ------------
may  be,  agrees  to  remit  such  excess to the applicable Borrower.  Without
prejudice  to  the  survival  of  any of the other agreements of the Borrowers
hereunder,  the  agreements  and  obligations of the Borrowers in this Section
                                                                       -------
2.22  shall  survive  the termination of this Agreement and the payment of all
   -
other  amounts  owing  hereunder.

     2.23    Currency  Disruption.    Notwithstanding  the satisfaction of all
             --------------------
conditions referred to in Article II with respect to any Advance in Korean Won
                          ----------
or  in  Dollars  to Purina Korea, Inc., if, after the Closing Date, a material
adverse  change  in  the  banking  market  (including,  without  limitation, a
significant  down-grading of the credit ratings of the major domestic banks in
the  Republic  of Korea or the sovereign debt of the Republic of Korea) occurs
or  bank  regulatory circumstances change or currency controls or restrictions
or  other  exchange  regulations are imposed or other circumstances arise as a
result  of  which,  in  the  reasonable  opinion  of the Agent or the Required
Lenders,  Korean Won or Dollars in Korea are unavailable to the Lenders or are
no longer readily available or freely traded or other exchange regulations are
imposed  in  the  Republic  or  Korea  with the result that different types of
currency  are  introduced,  then  the  Advances  and standby Letters of Credit
denominated  in  Korean  Won and the Advances in Dollars to Purina Korea, Inc.
and standby Letters of Credit denominated in Dollars for the account of Purina
Korea,  Inc.  shall no longer be available until such time as the Agent or the
Required  Lenders  determine  that the disqualifying event or events no longer
exist;  provided,  that  during  the period that such Korean Won or Letters of
        --------
Credit  denominated  in Dollars are unavailable pursuant to this Section 2.23,
                                                                 ------------
the  Company's  obligation  to pay the Korean facility fee pursuant to Section
                                                                       -------
2.10(C)(i)  shall  be  suspended.
  --------

     2.24   Termination Date Extension.  The Aggregate Commitment with respect
            --------------------------
to  Tranche  C  Obligations  shall expire on the Termination Date.  Within the
period  beginning  120  days and ending 90 days before each anniversary of the
Closing  Date, the Company may request in writing that the Termination Date be
extended  for  an  additional  year.   Within the period beginning 45 days and
ending  30  days  prior  to  such  anniversary,  each  Lender may, in its sole
discretion, agree to such extension by giving written notice of such agreement
to  the Company and the Agent (and the failure to provide such notice shall be
determined  to  be  a  decision not to extend).  The Aggregate Commitment with
respect  to Tranche D Obligations shall expire on the first anniversary of the
Closing  Date.   Within the period beginning 270 days and ending 30 days prior
to  such  first  anniversary  of  the Closing Date, the Company may request in
writing  that  the  expiry  date  for the Aggregate Commitment with respect to
Tranche  D Obligations be extended to remain in effect for up to one year from
the  then  effective  termination  date;  and  thereafter  within  the  period
beginning  270 days and ending 30 days prior to the then effective expiry date
for  the  Aggregate  Commitment  with  respect  to  Tranche D Obligations, the
Company  may  request  in  writing  that  the  expiry  date  for the Aggregate
Commitment  with  respect  to  Tranche  D Obligations be extended to remain in
effect  for up to one year from such then effective extension date.  Within 30
days  after  such  request,  each Lender may, in its sole discretion, agree to
such  extension  by giving written notice of such extension to the Company and
the  Agent  (and the failure to provide such notice shall be deemed a decision
not  to  extend).   The Commitment of each Lender that declines to extend with
respect  to the Tranche C Obligations or the Tranche D Obligations may, at the
option  of  the Company, be replaced in accordance with Section 12.3 (but only
                                                        ------------
to  the  extent  a  replacement  Lender  is  then  available) or the Aggregate
Commitment  reduced.    The  Required Lenders must agree to any extension with
respect to the Termination Date or the expiry of the Aggregate Commitment with
respect  to  Tranche D Obligations for any such extension to become effective.



ARTICLE  III:    CHANGE  IN  CIRCUMSTANCES
------------------------------------------

     3.1    Yield  Protection.    If  any  law  or  any  governmental  or
            -----------------
quasi-governmental  rule,  regulation, policy, guideline or directive (whether
          -----
or  not  having the force of law) adopted after the date of this Agreement and
having  general  applicability  to  all banks within the jurisdiction in which
such Lender operates (excluding, for the avoidance of doubt, the effect of and
phasing  in  of capital requirements or other regulations or guidelines passed
prior  to  the  date  of this Agreement), or any interpretation or application
thereof  by  any  Governmental  Authority  charged  with the interpretation or
application  thereof,  or  the  compliance  of  any  Lender  therewith,

     (i)   subjects any Lender (each reference in this Section 3.1 to a Lender
                                                       -----------
being  in  its  capacity  as  a  Lender  or  an  Issuing Lender, or all of the
foregoing)  or any applicable Lending Installation to any tax, duty, charge or
withholding  on  or  from  payments  due  from any of the Borrowers (excluding
taxation imposed by the United States of America or any Governmental Authority
of  the  jurisdiction under the laws of which such Lender is organized, on the
overall  net  income  of  any  Lender  or applicable Lending Installation), or
changes  the  basis  of  taxation  of payments to any Lender in respect of its
Loans,  its  L/C  Interests,  the  Letters  of  Credit or other amounts due it
hereunder,  provided however that this clause (i) shall not apply with respect
                                       ----------
to  any  Taxes  to  which  Section  2.10(E)  applies,  or
                           ----------------

     (ii)    imposes or increases or deems applicable any reserve, assessment,
insurance  charge,  special  deposit or similar requirement against assets of,
deposits  with or for the account of, or credit extended by, any Lender or any
applicable  Lending  Installation with respect to its Eurodollar Loans, Korean
Eurodollar  Loans,  Korean  Won  Loans, L/C Interests or the Letters of Credit
(other  than  reserves  and  assessments taken into account in calculating the
Eurodollar  Rate  or  Korean  Eurodollar  Rate),  or

     (iii)  imposes any other condition the result of which is to increase the
cost  to  any Lender or any applicable Lending Installation of making, funding
or  maintaining  the  Eurodollar  Loans,  Korean  Eurodollar Loans, Korean Won
Loans,  the  L/C  Interests  or  the  Letters  of Credit or reduces any amount
received  by  any  Lender or any applicable Lending Installation in connection
with Eurodollar Loans, Korean Eurodollar Loans, Korean Won Loans or Letters of
Credit,  or requires any Lender or any applicable Lending Installation to make
any  payment  calculated  by reference to the amount of Loans or L/C Interests
held  or  interest received by it or by reference to the Letters of Credit, by
an  amount  deemed  material  by  such  Lender;

and  the result of any of the foregoing is to increase the cost to that Lender
of  making,  renewing  or  maintaining  its Loans, L/C Interests or Letters of
Credit  or to reduce any amount received under this Agreement, then, within 15
days after receipt by the Company of written demand by such Lender pursuant to
Section  3.5, the Company shall pay or cause the appropriate Subsidiary to pay
------------
such Lender that portion of such increased expense incurred or reduction in an
amount  received  which  such  Lender  determines  is  attributable to making,
funding  and  maintaining  its Loans, L/C Interests, Letters of Credit and its
Commitment.

     3.2    Changes  in  Capital  Adequacy  Regulations.    If  a Lender (each
            -------------------------------------------
reference in this Section 3.2 to a Lender being in its capacity as a Lender or
                  -----------
an  Issuing  Lender,  or  all  of  the foregoing) determines (i) the amount of
capital  required  or  expected  to  be maintained by such Lender, any Lending
Installation  of  such  Lender  or  any corporation controlling such Lender is
increased as a result of a "Change" (as defined below), and (ii) such increase
in  capital  will  result  in  an  increase  in  the  cost  to  such Lender of
maintaining  its Loans, L/C Interests, the Letters of Credit or its obligation
to  make Loans hereunder, then, within 15 days after receipt by the Company of
written  demand  by such Lender pursuant to Section 3.5, the Company shall pay
                                            -----------
or cause the appropriate Subsidiary to pay such Lender the amount necessary to
compensate  for  any  shortfall  in  the rate of return on the portion of such
increased  capital  which  such  Lender  determines  is  attributable  to this
Agreement,  its  Loans,  its  L/C  Interests,  the  Letters  of  Credit or its
obligation  to  make  Loans hereunder (after taking into account such Lender's
policies  as  to  capital  adequacy).  "CHANGE" means (i) any change after the
date  of  this  Agreement  in  the "Risk-Based Capital Guidelines" (as defined
below)  excluding, for the avoidance of doubt, the effect of any phasing in of
such  Risk-Based  Capital  Guidelines or any other capital requirements passed
prior  to the date hereof, or (ii) any adoption of or change in any other law,
governmental  or  quasi-governmental  rule,  regulation,  policy,  guideline,
interpretation,  or  directive  (whether or not having the force of law) after
the  date  of this Agreement and having general applicability to all banks and
financial  institutions  within the jurisdiction in which such Lender operates
which  affects  the amount of capital required or expected to be maintained by
any  Lender  or  any  Lending  Installation or any corporation controlling any
Lender.    "RISK-BASED  CAPITAL  GUIDELINES"  means (i) the risk-based capital
guidelines  in  effect  in  the  United  States on the date of this Agreement,
including  transition  rules,  and  (ii) the corresponding capital regulations
promulgated  by  regulatory authorities outside the United States implementing
the  July  1988  report  of  the  Basle  Committee  on  Banking Regulation and
Supervisory  Practices  Entitled  "International  Convergence  of  Capital
Measurements  and  Capital  Standards,"  including  transition  rules, and any
amendments  to  such  regulations adopted prior to the date of this Agreement.

     3.3    Availability  of  Types of Advances.  If (i) any Lender determines
            -----------------------------------
that  maintenance  of  its Eurodollar Loans, Korean Eurodollar Loans or Korean
Won Loans at a suitable Lending Installation would violate any applicable law,
rule,  regulation,  policy, guideline, interpretation or directive, whether or
not  having  the  force  of  law,  or  (ii)  the Agent or the Required Lenders
determine  that  (x)  deposits of a type, currency and maturity appropriate to
match  fund  Eurodollar  Advances,  Korean  Eurodollar  Advances or Korean Won
Advances are not available or (y) the interest rate applicable to a Eurodollar
Advance,  Korean  Eurodollar  Advances or Korean Won Advance is unavailable or
does  not  accurately  reflect  the  cost  of  making  or  maintaining  such a
Eurodollar Advance, Korean Eurodollar Advances or Korean Won Advance, then the
Agent shall suspend the availability of Eurodollar Advances, Korean Eurodollar
Advances  or  Korean Won Advances and, in the case of any occurrence set forth
in  clause (i), require any Eurodollar Advances, Korean Eurodollar Advances or
    ----------
Korean  Won  Advances to be repaid or, at the option of the Company, converted
to  Base  Rate  Advances  denominated  in  Dollars or repaid at the end of the
current  Interest  Period  or  at  such  other time, as may be required by the
applicable  law,  rule,  regulation,  policy,  guideline,  interpretation  or
directive.

     3.4  Funding Indemnification.  If (i) any payment of a Eurodollar Advance
          -----------------------
or  Korean  Eurodollar Advance or Korean Won Advance occurs on a date which is
not  the  last  day  of  the  applicable Interest Period, (ii) any Loan in any
currency  is  converted to a Loan in any other currency on a date which is not
the  last  day  of  the  applicable  Interest  Period,  whether  because  of
acceleration, prepayment, illegality or otherwise, or if a Eurodollar Advance,
a  Korean Eurodollar Advance or Korean Won Advance is not made or continued or
prepaid  on the date specified by the applicable Borrower for any reason other
than  default by the Lenders, the applicable Borrower agrees to compensate and
indemnify  each  Lender,  on  demand,  for  any  loss  or  cost incurred by it
resulting  therefrom,  including,  without  limitation,  any  loss  or cost in
liquidating  or employing deposits acquired to fund or maintain the Eurodollar
Advance,  the  Korean  Eurodollar  Advance  or  Korean  Won  Advance.

     3.5    Lender Statements; Survival of Indemnity.  If reasonably possible,
            ----------------------------------------
each  Lender shall designate an alternate Lending Installation with respect to
its  Eurodollar  Loans,  Korean Eurodollar Loans or Korean Won Loans to reduce
any liability of the Borrowers to such Lender under Sections 3.1 and 3.2 or to
                                                    ------------     ---
avoid  the  unavailability  of a Type of Advance under Section 3.3, so long as
                                                       -----------
such  designation  is  not  disadvantageous  to  such  Lender  in  its  sole
determination.  Each Lender requiring compensation pursuant to Section 2.10(E)
                                                               ---------------
or  to this Article III shall use its reasonable efforts to notify the Company
            -----------
and  the  Agent  in  writing  of  any  Change, law, policy, rule, guideline or
directive  giving  rise  to  such demand for compensation not later than sixty
(60)  days  following  the  date upon which the responsible account officer of
such  Lender  knows  or  should  have known of such Change, law, policy, rule,
guideline  or  directive; provided, that failure to give such notice shall not
                          --------
affect  any  obligations  of  the  Borrowers  hereunder  with respect thereto;
provided,  further  that  for each such Change, law policy, rule, guideline or
      --   -------
directive  giving rise to such demand, such reimbursement obligations shall be
limited  to  an  amount  equal to costs incurred sixty (60) days prior to such
notice  and  thereafter.  Any demand for compensation pursuant to this Article
                                                                       -------
III  shall be in writing and shall state the amount due, if any, under Section
 --                                                                    -------
3.1, 3.2 or 3.4 and shall set forth in reasonable detail the calculations upon
---  ---    ---
which  such  Lender  determined  such  amount.    Such written demand shall be
rebuttably  presumed  correct  for  all  purposes.    Determination of amounts
payable  under  such  Sections  in  connection  with a Eurodollar Loan, Korean
Eurodollar  Loan  or Korean Won Loan shall be calculated as though each Lender
funded  its  Eurodollar  Loan,  Korean  Eurodollar Loan or Korean Won Loan, as
applicable    through  the  purchase  of  a  deposit of the type, currency and
maturity  corresponding  to the deposit used as a reference in determining the
Eurodollar  Rate,  Korean  Eurodollar Rate or Korean CD Rate, as applicable to
such  Loan,  whether  in fact that is the case or not.  The obligations of the
Borrowers  under  Sections  3.1,  3.2  and  3.4  shall  survive payment of the
                  -------------   ---       ---
Obligations  and  termination  of  this  Agreement.

ARTICLE  IV:    CONDITIONS  PRECEDENT
-------------------------------------

     4.1    Initial  Advances and Letters of Credit.  The Lenders shall not be
            ---------------------------------------
required  to  make the initial Loans or issue any Letters of Credit unless (i)
such initial Loans are made not later than May 29, 1998 and (ii) the Company's
Subsidiaries  shall  be capitalized (with contributions to capital, or, in the
Company's  discretion,  loans)  as  described  in  the Consolidating Financial
Forecasts  for Subsidiaries dated February 25, 1998 and delivered to the Agent
on  February  26,  1998  and  (iii) the Borrowers and Subsidiary Obligors have
furnished  to  the  Agent,  with sufficient copies for the Lenders, all of the
documents  reflected on the List of Closing Documents attached as Exhibit E to
                                                                  ---------
this  Agreement; it being understood and agreed that the Agent will notify the
Company  in  writing  promptly  when all of the conditions precedent have been
satisfied,  provided,  that it is further understood and agreed that if all of
            --------
the  conditions precedent described in clauses (i), (ii) and (iii) above shall
                                       -----------  ----     -----
not  have  been  satisfied on or before May 29, 1998, the Aggregate Commitment
hereunder  shall be terminated as of such date (unless otherwise agreed by the
Company and all of the Lenders) and all fees otherwise payable hereunder shall
cease  to  accrue.

     4.2   Each Advance and Letter of Credit.  Except as expressly provided in
           ---------------------------------
Sections  2.17  with  respect  to the purchase of participations in Letters of
--------------
Credit,  the Lenders shall not be required to make any Advance and the Issuing
---
Lender  shall  not  be  required  to issue any Letter of Credit, unless on the
applicable  Borrowing  Date, or in the case of a Letter of Credit, the date on
which  the  Letter  of  Credit  is  to  be  issued:

     (i)    There  exists  no  Default  or  Unmatured  Default;  and

     (ii)   The representations and warranties contained in Article V are true
                                                            ---------
and  correct  in  all  material respects as of such Borrowing Date, except for
representations  and  warranties  made with reference to a specific date which
representations  and  warranties  shall  be  true  and correct in all material
respects  as  of  such  date.

     Each Borrowing Notice with respect to each such Advance and the letter of
credit  application  with  respect  to  a  Letter of Credit shall constitute a
representation  and  warranty by the Borrower requesting such Advance that the
conditions  contained  in Sections 4.2(i) and (ii) will have been satisfied as
                          ---------------     ----
of  the  date  of  such Advance or the issuance of such Letter of Credit.  Any
Lender may require a duly completed officer's certificate in substantially the
form  of  Exhibit  F  hereto and/or a duly completed compliance certificate in
          ----------
substantially  the  form  of  Exhibit  C  hereto  as  a condition to making an
                              ----------
Advance.

ARTICLE  V:    REPRESENTATIONS  AND  WARRANTIES
-----------------------------------------------

      In  order  to  induce  the  Agent  and  the  Lenders  to enter into this
Agreement  and to make the Loans and the other financial accommodations to the
Borrowers  and  in  order to induce the Issuing Lender to issue the Letters of
Credit  for  the account of the Borrowers and Subsidiary Obligors, each of the
Borrowers  and  the  Subsidiary Obligors represents and warrants as follows to
each  Lender and each Agent as of the date of this Agreement and thereafter on
each  date  as  required  by  Section  4.2:
                              ------------

     5.1  Organization; Powers.  Each of the Borrowers and Subsidiary Obligors
          --------------------
(i)  is  a  duly  organized  corporation validly existing and in good standing
under the laws of the jurisdiction of its organization, (ii) is duly qualified
to  do  business  as  a foreign company or corporation and is in good standing
under the laws of each jurisdiction in which failure to be so qualified and in
good  standing  could  have  a  Material  Adverse  Effect,  and  (iii) has all
requisite power and authority to own, operate and encumber its property and to
conduct its business as presently conducted and as proposed to be conducted in
connection  with  and  following  the  consummation  of  the  transactions
contemplated  by  this  Agreement.

     5.2    Authority.
            ---------

     (A)    Each  of the Borrowers and each of the Subsidiary Obligors has the
requisite  power and authority (i) to execute, deliver and perform each of the
Loan  Documents  which  have been executed by it as required by this Agreement
and  (ii)  to  file  the  Loan  Documents  which  must be filed by it with any
Governmental  Authority.

     (B)  The execution, delivery, performance and filing, as the case may be,
of  each  of  the Loan Documents which must be executed or filed by any of the
Borrowers  or  any  Subsidiary  Obligor  which  have been executed or filed as
required by this Agreement and to which any of the Borrowers or any Subsidiary
Obligor  is  party,  and  the  consummation  of  the transactions contemplated
thereby,  have  been duly approved, to the extent required,  by the respective
boards of managers or directors, as applicable, and, if necessary, the members
or  shareholders or workers' councils of the applicable Borrower or Subsidiary
Obligor,  as applicable, and such approvals have not been rescinded.  No other
action or proceedings on the part of any Borrower or any Subsidiary Obligor or
other  Person  are  necessary  to  consummate  such  transactions.

     (C)    Each  of  the  Loan Documents to which any of the Borrowers or any
Subsidiary  Obligor  is a party has been duly executed, delivered or filed, as
the  case  may  be,  by  it  and  constitutes  its  legal,  valid  and binding
obligation,  enforceable  against  it  in accordance with its terms (except as
enforceability  may  be  limited  by  bankruptcy,  insolvency, or similar laws
affecting  the  enforcement  of creditors' rights generally), is in full force
and  effect  and  no  material  term  or  condition  thereof has been amended,
modified  or  waived  from  the  terms  and  conditions  contained in the Loan
Documents  delivered  to  the  Agent pursuant to Section 4.1 without the prior
                                                 -----------
written  consent  of  the  Required Lenders, and each of the Borrowers or each
Subsidiary  Obligor  has,  and,  to  the best of such Borrower's or Subsidiary
Obligor's  Knowledge,  all  other  parties thereto have performed and complied
with  all  the  terms, provisions, agreements and conditions set forth therein
and  required  to  be  performed  or  complied  with  by  such parties, and no
unmatured  default, default or breach of any covenant by any such party exists
thereunder.

     5.3    No  Conflict;  Governmental Consents.  The execution, delivery and
            ------------------------------------
performance of each of the Loan Documents to which any of the Borrowers or any
Subsidiary  Obligor  is  a  party  do  not  and will not (i) conflict with the
documents  of  organization  or  governance  of  such  Borrower  or Subsidiary
Obligor, (ii) constitute tortious interference with any Contractual Obligation
of  any  Person or conflict with, result in a breach of or constitute (with or
without  notice  or  lapse of time or both) a default under any Requirement of
Law  (including,  without limitation, any Environmental Property Transfer Act)
or  Contractual  Obligation  of  any  Borrower  or  any Subsidiary Obligor, or
require  termination  of any Contractual Obligation, except such interference,
breach,  default  or  termination which individually or in the aggregate would
not reasonably be expected to have a Material Adverse Effect or to subject the
Agent,  the  Arranger,  any  of  the  Lenders  or  any  Issuing  Lender to any
liability,  (iii) with respect to the Loan Documents, result in or require the
creation  or  imposition  of  any  Lien whatsoever upon any of the property or
assets  of  any Borrower or any Subsidiary Obligor, other than Liens permitted
by  the  Loan Documents, or (iv) require any approval of the Borrower's or any
Subsidiary  Obligor's members, shareholders, workers' council or other similar
constituent  group except such as have been obtained.  The execution, delivery
and  performance  of  each  of the Loan Documents to which any Borrower or any
Subsidiary  Obligor  is  a  party do not and will not require any registration
with, consent or approval of, or notice to, or other action to, with or by any
Governmental  Authority,  including  under any Environmental Property Transfer
Act,  except  (i) filings, consents or notices which have been or, in the case
of any of the foregoing, not required prior to the Closing Date, will be made,
obtained or given, and (ii) filings, registrations and deliveries necessary to
create  or  perfect  security  interests  in  the  Collateral.

     5.4    Financial  Statements.    The  historical and forecasted financial
            ---------------------
statements,  including,  without  limitation,  the  Consolidating  Financial
Forecasts  for Subsidiaries dated February 25, 1998 and delivered to the Agent
on  February  26, 1998 (the "Statements") of the Company and its Subsidiaries,
copies  of  which  are  attached  hereto as Exhibit G, (i) with respect to the
                                            ---------
historical Statements, (a) were prepared in accordance with generally accepted
accounting  principles  consistently  applied  throughout  the  period covered
thereby,  except as otherwise expressly noted therein, (b) fairly present on a
pro  forma  basis  the  consolidated financial position of the Company and its
Subsidiaries as of the date thereof and consolidated results of operations for
the  period  covered thereby; and (c) show all material indebtedness and other
liabilities,  direct  or  contingent,  of  the  Company  and  its consolidated
Subsidiaries as of the date thereof, including liabilities for taxes, material
commitments  and material Contingent Obligations; and (ii) with respect to the
forecasted  Statements, the projections and assumptions expressed therein were
prepared  in  good  faith  and  represent  management's  opinion  based on the
information  available  to  the  Company  at  the  time  so  furnished.

     5.5    No Material Adverse Change.  (a) Since November 30, 1997 up to the
            --------------------------
Closing  Date, except as disclosed in the Company's Form 10 filed on March 19,
1998  with  the  Commission (a copy of which has been delivered to the Agent),
there has occurred no change in the business, properties, condition (financial
or  otherwise),  results  of  operations  or  prospects of the Company and its
Subsidiaries  taken  as  a  whole  or  any  other  event  which  has had or is
reasonably  likely  to  have  a  Material  Adverse  Effect.

     (b)    Since  the  Closing  Date,  there  has  occurred  no change in the
business,  properties,  condition  (financial  or  otherwise),  results  of
operations  or  prospects of the Company and its Subsidiaries taken as a whole
or  any  other  event which has had or is reasonably likely to have a Material
Adverse  Effect.

     5.6    Taxes.
            -----

     (A)  Tax Examinations.  All deficiencies which have been asserted against
          ----------------
the  Company  or any of the Company's Subsidiaries as a result of any federal,
state,  local  or  foreign tax examination for each taxable year in respect of
which  an  examination  has  been  conducted  have  been fully paid or finally
settled  or  are  being contested in good faith, and as of the Closing Date no
issue  has  been raised by any taxing authority in any such examination which,
by  application of similar principles, reasonably can be expected to result in
assertion by such taxing authority of a material deficiency for any other year
not  so examined which has not been reserved for in the Company's consolidated
financial  statements  to the extent, if any, required by Agreement Accounting
Principles.    Except  as  permitted  pursuant to Section 6.2(D) and except as
                                                  --------------
reserved for in the Company's consolidated financial statements to the extent,
if  any,  required by Agreement Accounting Principles, neither the Company nor
any  of the Company's Subsidiaries anticipates any material tax liability with
respect  to  the  years which have not been closed pursuant to applicable law.

     (B)    Payment  of  Taxes.    All  tax returns and reports of each of the
            ------------------
Company  and its Subsidiaries required to be filed have been timely filed, and
all taxes, assessments, fees and other governmental charges thereupon and upon
their  respective  property,  assets, income and franchises which are shown in
such  returns  or  reports  to  be due and payable have been paid except those
items  which  are  being contested in good faith and have been reserved for in
accordance with Agreement Accounting Principles.  The Company has no Knowledge
of  any  proposed  tax assessment against the Company, or any of the Company's
other  Subsidiaries  that will have or is reasonably likely to have a Material
Adverse  Effect.

     5.7  Litigation; Loss Contingencies and Violations.  Except for Permitted
          ---------------------------------------------
Existing  Contingent  Obligations  and  as  set  forth in Schedule 5.7 to this
                                                          ------------
Agreement,  there is no action, suit, proceeding or investigation of which the
Company  has  Knowledge or arbitration before or by any Governmental Authority
or  private  arbitrator  pending or, to the Knowledge of the Company or any of
its Subsidiaries, threatened against the Company or any of its Subsidiaries or
any property of any of them (i) challenging the validity or the enforceability
of  any material provision of the Loan Documents or (ii) which will have or is
reasonably  likely  to  have  a Material Adverse Effect.  There is no material
loss  contingency  within the meaning of Agreement Accounting Principles which
has not been reflected in the consolidated financial statements of the Company
prepared and delivered pursuant to Section 6.1(A) for the fiscal period during
                                   --------------
which  such  material  loss contingency was incurred.  Neither the Company nor
any  of its Subsidiaries is (A) in violation of any applicable Requirements of
Law  which  violation  will  have  or  is reasonably likely to have a Material
Adverse  Effect,  or  (B)  subject  to or in default with respect to any final
judgment,  writ, injunction, restraining order or order of any nature, decree,
rule  or  regulation of any court or Governmental Authority which will have or
is  reasonably  likely  to  have  a  Material  Adverse  Effect.

     5.8    Subsidiaries;  Capital  Stock.  Schedule 5.8 to this Agreement (i)
            -----------------------------   ------------
contains  a  description  as of the Closing Date of the corporate structure of
the  Company,  the  Company's  Subsidiaries  and any other Person in which the
Company  or  any  of  its  Subsidiaries  holds  an  equity  interest; and (ii)
accurately  sets  forth  (A)  the  correct  legal  name,  the  jurisdiction of
organization or incorporation and the jurisdictions in which each Borrower and
the  direct  and indirect Subsidiaries of the Company is qualified to transact
business  as  a foreign company or corporation, (B) the authorized, issued and
outstanding  shares  of each class of Capital Stock of each entity referred to
above  that  is  a  corporation  and the owners of such shares (both as of the
Closing  Date  and  on a fully-diluted basis), and (C) a summary of the direct
and  indirect  ownership,  membership,  partnership,  joint  venture, or other
equity interests, if any, of the Company and each Subsidiary of the Company in
any  Person  that  is not a corporation.  Except as disclosed on Schedule 5.8,
                                                                 ------------
none  of the issued and outstanding Capital Stock of the Company or any of its
Subsidiaries  is  subject to any vesting, redemption, or repurchase agreement,
and  there are no warrants or options outstanding with respect to such Capital
Stock.    As of the Closing Date, the outstanding Capital Stock of the Company
and  each  of  its Subsidiaries will be duly authorized, validly issued, fully
paid  and  nonassessable  and,  with the exception of the Company, will not be
Margin  Stock.

     5.9    ERISA.    No  Benefit  Plan  has  incurred any accumulated funding
            -----
deficiency  (as defined in Sections 302(a)(2) of ERISA and 412(a) of the Code)
whether  or  not waived.  Neither the Company nor any member of the Controlled
Group  has  incurred any liability to the PBGC which remains outstanding other
than  the  payment  of  premiums, and there are no premium payments which have
become  due  which  are  unpaid.   Schedule B to the most recent annual report
filed  with  the  IRS  with  respect to each Benefit Plan and furnished to the
lenders  is  complete  and  accurate.  Since the date of each such Schedule B,
there  has  been no material adverse change in the funding status or financial
condition  of  the  Benefit  Plan  relating  to  such Schedule B.  Neither the
Company  nor  any  member  of  the  Controlled  Group has (i) failed to make a
required  contribution  or  payment  to  a  Multiemployer  Plan or (ii) made a
complete  or  partial  withdrawal  under Sections 4203 or 4205 of ERISA from a
Multiemployer  Plan.    Neither  the  Company nor any member of the Controlled
Group  has failed to make a required installment or any other required payment
under  Section  412 of the Code on or before the due date for such installment
or  other payment.  Neither the Company nor any member of the Controlled Group
is  required to provide security to a Benefit Plan under Section 401(a)(29) of
the  Code  due  to  a  Plan  amendment  that results in an increase in current
liability  for the plan year.  Neither the Company nor any of its Subsidiaries
maintains  or  contributes  to  any  employee  welfare benefit plan within the
meaning  of  Section  3(1) of ERISA which provides benefits to employees after
termination  of  employment  other  than  as required by Section 601 of ERISA.
Each  Plan  which is intended to be qualified under Section 401(a) of the Code
as  currently  in  effect  is so qualified, and each trust related to any such
Plan  is  exempt  from  federal income tax under Section 501(a) of the Code as
currently  in  effect.   The Company and all Subsidiaries are in compliance in
all  material  respects  with  the  responsibilities,  obligations  and duties
imposed  on  them  by ERISA and the Code with respect to all Plans (other than
Foreign  Employee  Benefit  Plans  and  Foreign  Pension  Plans).  Neither the
Company  nor any of its Subsidiaries nor any fiduciary of any Plan has engaged
in  a  nonexempt  prohibited transaction described in Sections 406 of ERISA or
4975  of the Code which could reasonably be expected to subject the Company to
liability  individually  or in the aggregate in excess of $2,500,000.  Neither
the Company nor any member of the Controlled Group has taken or failed to take
any  action  which  would  constitute  or result in a Termination Event, which
action or inaction could reasonably be expected to subject the Company nor any
of its Subsidiaries to liability in excess of $2,500,000.  Neither the Company
nor  any  Subsidiary  is  subject  to any liability under Sections 4063, 4064,
4069,  4204 or 4212(c) of ERISA and no other member of the Controlled Group is
subject  to  any liability under Sections 4063, 4064, 4069, 4204 or 4212(c) of
ERISA  which  could reasonably be expected to subject the Company to or any of
its  Subsidiaries  liability  individually  or  in  the aggregate in excess of
$2,500,000.  Neither the Company nor any of its Subsidiaries has, by reason of
the  transactions  contemplated  hereby, any obligation to make any payment to
any  employee  pursuant  to  any  Plan  or  existing  contract or arrangement.

     5.10    Accuracy of Information.  Each of (i) the Company's Form 10 filed
             -----------------------
on  March  19, 1998 with the Commission (a copy of which has been delivered to
the  Agent),  as of the date of filing of such Form 10,  (ii) any registration
statement  or  report  on Form 10-K, 10-Q and 8-K (or their equivalents) which
the  Company  shall have filed with the Commission as at the time of filing of
such  registration  or  report,  as applicable, and (iii) all written reports,
certificates  and  documents  of  the Company furnished by or on behalf of the
Company  and  any  of  its  Subsidiaries  to  the  Agent  or  to any Lender in
connection  with  the  negotiation of, or compliance with, the Loan Documents,
including,  without  limitation,  the  Confidential  Information  Memorandum
reviewed  by the Company (provided that except as set forth in Section 5.4, no
                                                               -----------
representation  or  warranty  is  made  with  respect  to  the forward looking
information contained therein), in each case, as of the date furnished, do not
contain  any  untrue  statement of a material fact or omit to state a material
fact necessary in order to make the statements contained herein or therein, in
light  of  the  circumstances  under  which  they  were  made, not misleading.

     5.11    Securities  Activities.    Neither  the  Company  nor  any of its
             ----------------------
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing  or  carrying  Margin  Stock.

     5.12    Material Agreements.  Neither the Company nor any Subsidiary is a
             -------------------
party  to  any  agreement  or  instrument  or  subject to any charter or other
contractual  or  corporate restriction which will have or is reasonably likely
to  have  a  Material  Adverse  Effect.    Neither  the Company nor any of its
Subsidiaries has received notice or has Knowledge that (i) it is in default in
the  performance,  observance  or  fulfillment  of  any  of  the  obligations,
covenants  or conditions contained in any Contractual Obligation applicable to
it, or (ii) any condition exists which, with the giving of notice or the lapse
of  time  or  both,  would  constitute  a  default  with  respect  to any such
Contractual  Obligation,  in each case, except where such default or defaults,
if  any, will not have or are not reasonably likely to have a Material Adverse
Effect.

     5.13    Compliance  with  Laws.   The Company and its Subsidiaries are in
             ----------------------
compliance  with  all  Requirements  of  Law  applicable  to  them  and  their
respective  businesses,  in  each  case  where  the  failure  to  so  comply
individually  or  in the aggregate will have or is reasonably likely to have a
Material  Adverse  Effect.

     5.14    Assets  and Properties.  The Company and each of its Subsidiaries
             ----------------------
has  good  and  marketable title to all of its assets and properties (tangible
and intangible, real or personal) owned by it or a valid leasehold interest in
all  of  its  leased assets (except insofar as marketability may be limited by
any  laws or regulations of any Governmental Authority affecting such assets),
and all such assets and property are free and clear of all Liens, except Liens
securing  the  Obligations  and  Liens  permitted  under  Section  6.3(C).
                                                          ---------------
Substantially  all of the assets and properties owned by, leased to or used by
the  Company  and/or  each  such  Subsidiary  of  the  Company are in adequate
operating  condition  and repair, ordinary wear and tear excepted.  Except for
Liens  granted  to  the  Agent for the benefit of the Agent and the Holders of
Secured  Obligations,  neither this Agreement nor any other Loan Document, nor
any  transaction contemplated under any such agreement, will affect any right,
title  or  interest  of  the  Company or such Subsidiary in and to any of such
assets  in  a manner that will have or is reasonably likely to have a Material
Adverse  Effect.

     5.15   Statutory Indebtedness Restrictions.  Neither the Company, nor any
            -----------------------------------
of  its Subsidiaries is subject to regulation under the Public Utility Holding
Company  Act  of  1935, the Federal Power Act, the Interstate Commerce Act, or
the  Investment  Company  Act  of  1940, or any other federal, state, local or
foreign  statute  or  regulation  which  limits  its ability to consummate the
transactions  contemplated  hereby.

     5.16   Post-Retirement Benefits.  As of the Closing Date, the Company and
            ------------------------
its  Subsidiaries  have  no  expected  cost  of  post-retirement  medical  and
insurance benefits payable by the Company or its Subsidiaries to its employees
and former employees, as estimated by the Company in accordance with Financial
Accounting  Standards  Board  Statement  No.  106.

     5.17    Insurance.  Schedule 5.17 to this Agreement accurately sets forth
             ---------   -------------
as of the Closing Date all insurance policies and programs currently in effect
with  respect  to  the  respective  properties  and assets and business of the
Company and its Subsidiaries, specifying for each such policy and program, (i)
the  amount thereof, (ii) the risks insured against thereby, (iii) the name of
the  insurer  and  each  insured  party  thereunder,  (iv) the policy or other
identification  number  thereof,  (v)  the  expiration  date thereof, (vi) the
annual premium with respect thereto and (vii) describes any reserves, relating
to  any self-insurance program that is in effect.  Such insurance policies and
programs  reflect coverage that is reasonably consistent with prudent industry
practice.

     5.18    Contingent Obligations.  Except for Permitted Existing Contingent
             ----------------------
Obligations,  neither  the  Company  nor  any  of  its  Subsidiaries  has  any
Contingent  Obligation,  contingent  liability,  long-term lease, or synthetic
lease,  not reflected in the financial statements attached hereto as Exhibit G
                                                                     ---------
or  otherwise disclosed to the Agent and the Lenders in the other Schedules to
this  Agreement, which could reasonably be expected to subject the Company nor
any  of  its  Subsidiaries  to  liability  individually or in the aggregate in
excess  of  (a)  $2,500,000  with  respect to payments for Contingent Purchase
Price  Obligations,  (b) $30,000,000 with respect to guarantees issued for the
benefit  of  third-parties  as  support  for  loans  and advances made by such
third-parties  to Subsidiaries (other than Subsidiary Borrowers and Subsidiary
Obligors)  of  the  Company  or  (c)  $2,500,000  for  other  amounts.

     5.19    Restricted  Junior  Payments.  Neither the Company nor any of its
             ----------------------------
Subsidiaries has directly or indirectly declared, ordered, paid or made or set
apart  any sum or properties for any Restricted Junior Payment or agreed to do
so,  except  to  the  extent  permitted  pursuant  to  Section  6.3(F) of this
                                                       ---------------
Agreement.

     5.20    Labor  Matters.
             --------------

     (A)    There  are  on  the Closing Date no material collective bargaining
agreements,  other labor agreements or Multiemployer Plans covering any of the
employees  of the Company or any of its Subsidiaries.  As of the Closing Date,
no  material  labor  disputes, strikes or walkouts affecting the operations of
the  Company  or  any  of  its  Subsidiaries, is pending, or, to the Company's
Knowledge,  threatened,  planned  or  contemplated.

     (B)    Set  forth in Schedule 5.20 to this Agreement is a list, as of the
                          -------------
Closing  Date,  of  all material consulting agreements, executive compensation
plans,  deferred compensation agreements, employee pension plans or retirement
plans, employee profit sharing plans, employee stock purchase and stock option
plans,  severance  plans,  group  life insurance, hospitalization insurance or
other  plans or arrangements of the Company and its Subsidiaries providing for
benefits  for  employees  of  the  Company  or  its  Subsidiaries.

     5.21   Environmental Matters.  (a)  Except as disclosed on Schedule 5.21:
            ---------------------                               -------------

     (i)    the  operations  of the Company and its Subsidiaries comply in all
material  respects  with  all  applicable  Environmental,  Health  or  Safety
Requirements  of  Law;

     (ii)    the  Company  and  its  Subsidiaries  have  all material permits,
licenses  or other authorizations required under all applicable Environmental,
Health  or Safety Requirements of Law and are in material compliance with such
permits;

     (iii)    neither  the  Company,  any of its Subsidiaries nor any of their
respective  present  property or operations, or, to the best of, the Company's
or  any  of its Subsidiaries' Knowledge, any of their respective past property
or  operations,  are subject to or are the subject of, any investigation known
to  the  Company  or  any  of its Subsidiaries, any judicial or administrative
proceeding, order, judgment, decree, settlement or other agreement respecting:
(A)  any material violation of Environmental, Health or Safety Requirements of
Law;  (B)  any  material  remedial  action;  or  (C)  any  material  claims or
liabilities  arising  from  the Release or threatened Release of a Contaminant
into  the  environment;

     (iv)    there  is not now, nor to the best of the Company's or any of its
Subsidiaries'  Knowledge  has  there  ever  been  on or in the property of the
Company  or  any  of  its  Subsidiaries  any  material  landfill,  waste pile,
underground  storage  tanks, aboveground storage tanks, surface impoundment or
hazardous waste storage facility of any kind, polychlorinated biphenyls (PCBs)
used  in  hydraulic  oils,  electric  transformers  or  other  equipment,  or
asbestos-containing  material;  and

     (v)    neither  the  Company nor any of its Subsidiaries has any material
Contingent  Obligation or material contingent liability in connection with any
Release  or  threatened  Release  of  a  Contaminant  into  the  environment.

     (b)  For purposes of this Section 5.21 "material" means any noncompliance
                               ------------
or basis for liability which could reasonably be likely to subject the Company
to  liability  individually  in  excess  of  $2,500,000 or in the aggregate in
excess  of  $5,000,000.

     5.22    Foreign  Employee  Benefit  Matters.    (a) Each Foreign Employee
             -----------------------------------
Benefit  Plan  is in compliance in all respects with all laws, regulations and
rules  applicable  thereto  and  the  respective requirements of the governing
documents  for  such  Plan,  except for any non-compliance the consequences of
which,  in  the  aggregate,  would  not result in a material obligation to pay
money;  (b)  the  aggregate  of  the accumulated benefit obligations under all
Foreign  Pension Plans does not exceed to any material extent the current fair
market  value of the assets held in the trusts or similar funding vehicles for
such  Plans  or  reasonable  reserves have been established in accordance with
prudent  business  practices or as required by Agreement Accounting Principles
with  respect  to  any  shortfall;  (c)  with  respect to any Foreign Employee
Benefit  Plan maintained or contributed to by the Company or any Subsidiary or
any  member  of  its  Controlled  Group  (other  than a Foreign Pension Plan),
reasonable  reserves have been established in accordance with prudent business
practice  or  where  required  by  ordinary  accounting  practices  in  the
jurisdiction  in  which such Plan is maintained; and (d) there are no actions,
suits  or  claims  (other than routine claims for benefits) pending or, to the
Knowledge  of the Company and its Subsidiaries, threatened against the Company
or  any  Subsidiary  of  it or any ERISA Affiliate with respect to any Foreign
Employee  Benefit Plan, except to the extent the consequences of which, in the
aggregate,  would  not  result  in  a  material  obligation  to  pay  money.


ARTICLE  VI:    COVENANTS
-------------------------

     Each  of  the  Borrowers  covenants  and  agrees  that  so  long  as  any
Commitments are outstanding and thereafter until payment in full of all of the
Obligations  (other  than contingent indemnity and reimbursement obligations),
unless  the  Required  Lenders  shall  otherwise  give  prior written consent:

     6.1    Reporting.    The  Borrowers  shall:
            ---------

     (A)    Financial  Reporting.  Furnish  to  the Agent (which will promptly
            --------------------
furnish  copies  of  the  following  to  the  Lenders):

     (i)   Quarterly Reports.  As soon as practicable, and in any event within
           -----------------
forty-five  (45) days after the end of the first three fiscal quarters in each
fiscal  year  beginning  with the fiscal quarter ending February 28, 1998, the
consolidated  and  consolidating  balance  sheets  of  the  Company  and  its
Subsidiaries  as  at  the  end  of  such  period, the related consolidated and
consolidating  statements  of income and the related consolidated statement of
stockholders'  equity  and  cash  flow of the Company and its Subsidiaries for
such  fiscal quarter and for the period from the beginning of the then current
fiscal  year  to  the  end  of  such  fiscal  quarter,  certified by the chief
financial officer of the Company on behalf of the Company as fairly presenting
in  all  material  respects the consolidated and, as applicable, consolidating
financial  position  of  the  Company  and  its  Subsidiaries  as at the dates
indicated  and  the  results of their operations and cash flow for the periods
indicated  in  accordance  with  Agreement  Accounting  Principles, subject to
normal  year  end  adjustments.

     (ii)    Annual  Reports.  As soon as practicable, and in any event within
             ---------------
ninety  (90)  days after the end of each fiscal year, (a) the consolidated and
consolidating  balance sheet of the Company and its Subsidiaries as at the end
of  such fiscal year and the related consolidated and consolidating statements
of  income  and the related consolidated statement of stockholders' equity and
cash  flow  of  the Company and its Subsidiaries for such fiscal year, and, in
comparative form the corresponding figures for the previous fiscal year, (b) a
schedule  from  the  Company setting forth for each item in clause (a) hereof,
                                                            ----------
the  corresponding  figures  from  the  consoli-dated financial budget for the
current fiscal year delivered pursuant to Section 6.1(A)(iv), and (c) an audit
                                          ------------------
report on the items (other than the consolidating financial statements) listed
in clause (a) hereof of independent certified public accountants of recognized
   ----------
national  standing,  which  audit  report shall be unqualified and shall state
that  such  financial  statements  fairly present in all material respects the
consolidated  financial position of the Company and its Subsidiaries as at the
dates  indicated  and  the  results  of their operations and cash flow for the
periods  indicated in conformity with Agreement Accounting Principles and that
the  examination  by  such  accountants  in  connection with such consolidated
financial  statements  has  been  made  in  accordance with generally accepted
auditing standards.  The deliveries made pursuant to this clause (ii) shall be
                                                          -----------
accompanied  by a certificate of such accountants that, in the course of their
examination  necessary  for  their  certification  of  the  foregoing  (such
examination  utilizing  only  their  customary  audit  procedures  without any
necessity  of  conducting extra procedures for purposes of this certificates),
they  have  obtained  no  knowledge of such Default or Unmatured Default under
Section  6.4,  or  if,  in  the  opinion  of  such accountants, any Default or
   ---------
Unmatured  Default  shall  exist, stating the nature and status thereof.  Such
   ----
deliveries shall also, not later than one hundred twenty days after the end of
such  fiscal year, be accompanied by the management recommendation letter from
such  accountants  delivered  in connection with such financial statements (x)
confirming that although no separate internal controls audit was conducted, in
the  process  of  their  regular audit, the internal systems and controls were
reviewed  on  a limited basis, and (y) listing any recommendations made to the
Company  with  respect  to its internal systems and controls.  If the Required
Lenders  are  not  satisfied  with  the  management  recommendation  letter's
treatment  of the Company's internal systems and controls, they shall have the
right  to  require  the  Company  to  direct  independent  certified  public
accountants  of recognized national standing to prepare an audit report on the
internal  systems  and  controls  of  the  Company  and  its  Subsidiaries.

     (iii)    Officer's  Certificate.    Together  with  each  delivery of any
              ----------------------
financial  statement  pursuant to clauses (i) and (ii) of this Section 6.1(A),
                                  -----------     ----         --------------
(a)  an  Officer's  Certificate  of  the Company, substantially in the form of
Exhibit  F  attached hereto and made a part hereof, stating that no Default or
    ------
Unmatured  Default  exists,  or  if  any  Default or Unmatured Default exists,
stating  the  nature  and  status  thereof  and  (b) a Compliance Certificate,
substantially in the form of Exhibit C attached hereto and made a part hereof,
                             ---------
signed  by  the Company's chief financial officer, setting forth the Company's
calculations  for  the  period  then  ended for Section 2.2(B) and for Section
                                                --------------         -------
2.4(b)  and which demonstrate compliance, when applicable, with the provisions
    --
of Section 6.4, and which calculate the EBITDA Contribution Ratio for purposes
   -----------
of  determining  the  Applicable  Eurodollar Margins, the Applicable Base Rate
Margins, the Applicable Letter of Credit Fee, and the Applicable Facility Fee.

     (iv)    Budgets.   As soon as practicable and in any event not later than
             -------
thirty  (30)  days  following the beginning of each fiscal year beginning with
the fiscal year beginning September 1, 1998, a copy of the budget (including a
budgeted  balance  sheet and income statement) of the Company for the upcoming
fiscal year prepared in such detail as shall be reasonably satisfactory to the
Agent.

     (B)    Notice  of  Default.    Promptly  upon  any of the chief executive
            -------------------
officer,  chief  operating  officer, or chief financial officer of the Company
obtaining  Knowledge (i) of any condition or event which constitutes a Default
or Unmatured Default, or becoming aware that any Lender or Agent has given any
written  notice  with  respect to a claimed Default or Unmatured Default under
this  Agreement,  or  (ii) that any Person has given any written notice to the
Company  or  any  Subsidiary  of  the  Company  or taken any other action with
respect  to a claimed default or event or condition of the type referred to in
Section  7.1(e), deliver to the Agent and the Lenders an Officer's Certificate
---------------
specifying (a) the nature and period of existence of any such claimed default,
Default, Unmatured Default, condition or event, (b) the notice given or action
taken  by such Person in connection therewith, and (c) what action the Company
has  taken,  is  taking  and  proposes  to  take  with  respect  thereto.

     (C)  Lawsuits.  (i)  Promptly upon the Company obtaining Knowledge of the
          --------
institution  of,  or  written  threat  of,  any  action,  suit,  proceeding,
governmental  investigation or arbitration against or affecting the Company or
any  of  its  Subsidiaries  or  any  property  of  the  Company  or any of its
Subsidiaries  not  previously disclosed pursuant to Section 5.7, which action,
                                                    -----------
suit, proceeding, governmental investigation or arbitration exposes, or in the
case  of  multiple actions, suits, proceedings, governmental investigations or
arbitrations  arising  out  of  the  same general allegations or circumstances
which  expose, in the Company's reasonable judgment, the Company or any of its
Subsidiaries  to  liability  in an amount aggregating $2,500,000 or more, give
written  notice  thereof  to  the Agent and the Lenders and provide such other
information as may be reasonably available to enable each Lender and the Agent
and  its  counsel  to  evaluate  such  matters;  and  (ii)  in addition to the
requirements  set  forth in clause (i) of this Section 6.1(C), upon request of
                            ----------         --------------
the  Agent or the Required Lenders, promptly give written notice of the status
of  any  action,  suit,  proceeding, governmental investigation or arbitration
disclosed  on Schedule 5.7 or covered by a report delivered pursuant to clause
              ------------                                              ------
(i) above and provide such other information as may be reasonably available to
---
it  that  would  not  result  in  loss  of  any  attorney-client  privilege by
disclosure  to the Lenders to enable each Lender and the Agent and its counsel
to  evaluate  such  matters.

     (D)    Insurance.    As  soon  as practicable and in any event within one
            ---------
hundred  twenty  (120) days of the end of each fiscal year commencing with the
fiscal  year ending August 31, 1998 deliver to the Agent and the Lenders (i) a
report in form as attached as Schedule 5.17 or otherwise in form and substance
                              -------------
reasonably satisfactory to the Agent outlining all material insurance coverage
maintained  as  of the date of such report by the Company and its Subsidiaries
and  the  duration  of  such coverage and (ii) an insurance broker's statement
that  all  premiums  with  respect  to  such coverage have been paid when due.

     (E)    ERISA  Notices.  Deliver or cause to be delivered to the Agent and
            --------------
the  Lenders,  at the Company's expense, the following information and notices
as  soon  as  reasonably  possible,  and  in  any  event:

     (i)    (a)  within  ten  (10)  Business  Days  after  the Company obtains
Knowledge  that  a  Termination  Event  has occurred which could reasonably be
expected  to  subject  the  Company  to  or  any of its Subsidiaries liability
individually  or in the aggregate in excess of $2,500,000, a written statement
of  the  chief  financial  officer  of the Company describing such Termination
Event  and  the  action,  if  any,  which  the Company has taken, is taking or
proposes  to  take  with  respect thereto, and when known, any action taken or
threatened  by  the  IRS,  DOL or PBGC with respect thereto and (b) within ten
(10)  Business Days after any member of the Controlled Group obtains Knowledge
that  a  Termination  Event has occurred which could reasonably be expected to
subject the Company to or any of its Subsidiaries liability individually or in
the  aggregate  in  excess  of  $2,500,000,  a  written statement of the chief
financial  officer  of  the  Company describing such Termination Event and the
action,  if any, which the member of the Controlled Group has taken, is taking
or  proposes to take with respect thereto, and when known, any action taken or
threatened  by  the  IRS,  DOL  or  PBGC  with  respect  thereto;

     (ii)    within  ten  (10)  Business  Days after the Company or any of its
Subsidiaries  obtains  Knowledge  that  a  prohibited  transaction (defined in
Sections  406 of ERISA and Section 4975 of the Code) has occurred, a statement
of  the chief financial officer of the Company describing such transaction and
the  action  which  the  Company  or  such  Subsidiary has taken, is taking or
proposes  to  take  with  respect  thereto;

     (iii)    within ten (10) Business Days after any material increase in the
benefits  of any existing Plan or the establishment of any new Benefit Plan or
the  commencement  of, or obligation to commence, contributions to any Benefit
Plan  or  Multiemployer  Plan  to  which  the  Company  or  any  member of the
Controlled  Group  was  not  previously  contributing,  notification  of  such
increase, establishment, commencement or obligation to commence and the amount
of  such  contributions;

     (iv)    within  ten  (10)  Business  Days after the Company or any of its
Subsidiaries  receives notice of any unfavorable determination letter from the
IRS  regarding  the  qualification of a Plan under Section 401(a) of the Code,
copies  of  each  such  letter;

     (v)    within  thirty  (30)  Business Days after the establishment of any
Foreign  Employee  Benefit  Plan  or  the  commencement  of,  or obligation to
commence,  contributions  to  any  Foreign  Employee Benefit Plan to which the
Company  or any Subsidiary was not previously contributing which, in any case,
would materially increase the Company's employment costs, notification of such
establishment,  commencement  or obligation to commence and the amount of such
contributions;

     (vi)      within ten (10) Business Days after the filing thereof with the
IRS,  a  copy of each funding waiver request filed with respect to any Benefit
Plan  and  all  communications  received  by  the  Company  or a member of the
Controlled  Group  with  respect  to  such  request;

     (vii)   within ten (10) Business Days after receipt by the Company or any
member  of the Controlled Group of the PBGC's intention to terminate a Benefit
Plan  or  to  have a trustee appointed to administer a Benefit Plan, copies of
each  such  notice;

     (viii)  within ten (10) Business Days after receipt by the Company or any
member of the Controlled Group of a notice from a Multiemployer Plan regarding
the  imposition  of  withdrawal  liability,  copies  of  each  such  notice;

     (ix)    within  ten (10) Business Days after the Company or any member of
the  Controlled  Group  fails  to  make  a  required  installment or any other
required  payment  under Section 412 of the Internal Revenue Code on or before
the  due date for such installment or payment, a notification of such failure;
and

     (x)  within ten (10) Business Days after the Company or any member of the
Controlled Group knows or has reason to know that (a) a Multiemployer Plan has
been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan
intends  to  terminate a Multiemployer Plan, or (c) the PBGC has instituted or
will  institute  proceedings  under  Section  4042  of  ERISA  to  terminate a
Multiemployer  Plan.

For  purposes of this Section 6.1(E), the Company, any of its Subsidiaries and
                      --------------
any  member of the Controlled Group shall be deemed to know all facts known by
the  Administrator  of  any  Plan  of  which the Borrower or any member of the
Controlled  Group  or  such  Subsidiary  is  the  plan  sponsor.

     (F)    Labor  Matters.    Notify  the  Agent  and the Lenders in writing,
            --------------
promptly  upon  the Company's or any of its Subsidiaries' learning thereof, of
(i)  any  labor  dispute  to  which the Company or any of its Subsidiaries may
become  a party, including, without limitation, any strikes, lockouts or other
disputes  relating  to  such Persons' plants and other facilities and (ii) any
Worker  Adjustment  and  Retraining  Notification  Act liability incurred with
respect to the closing of any plant or other facility of the Company or any of
its  Subsidiaries where, in the case of (i) or (ii), such is reasonably likely
to  have  a  Material  Adverse  Effect.

     (G)  Other Indebtedness.  Deliver to the Agent and the Lenders (i) a copy
          ------------------
of  each regular report, notice or communication regarding potential or actual
defaults (including any accompanying officers' certificate) delivered by or on
behalf  of  the  Company  or  any  of  its  Subsidiaries  to  the  holders  of
Indebtedness  for  money borrowed with respect to Indebtedness the outstanding
principal balance of which is at least $2,500,000 pursuant to the terms of the
agreements  governing  such Indebtedness, such delivery to be made at the same
time  and by the same means as such notice or other communication is delivered
to  such  holders,  and  (ii)  a  copy  of  each notice or other communication
received  by  the  Company  or  any  of  its  Subsidiaries from the holders of
Indebtedness  for  money borrowed with respect to Indebtedness the outstanding
principal  balance  of  which  is at least $2,500,000 pursuant to the terms of
such  Indebtedness,  such  delivery  to  be made promptly after such notice or
other  communication  is received by the Company or the applicable Subsidiary.

     (H)    Other  Reports.  Deliver or cause to be delivered to the Agent and
            --------------
the  Lenders  copies of all 10-Ks, 10-Qs and 8-Ks filed with the Commission by
the  Company.

     (I)   Environmental Notices. Deliver to the Agent and the Lenders as soon
           ---------------------
as possible and in any event within ten (10) days after receipt by the Company
or  any  of  its Subsidiaries, a copy of (i) any notice or claim to the effect
that  the Company or any of its Subsidiaries is or may be liable to any Person
as  a  result  of  the Release by the Company, any of its Subsidiaries, or any
other  Person  of  any  Contaminant  into the environment, and (ii) any notice
alleging  any violation of any Environmental, Health or Safety Requirements of
Law  by the Company or any of its Subsidiaries if, in either case, such notice
or claim relates to an event which could reasonably be expected to subject the
Company  or  any  of  its  Subsidiaries  to  liability  individually or in the
aggregate  in  excess  of  $2,500,000.

     (J)    Other  Information.   Within a reasonable period of time following
            ------------------
receipt of a request therefor from the Agent, prepare and deliver to the Agent
and the Lenders such other information with respect to the Company, any of its
Subsidiaries,  or  the  Collateral,  including,  without limitation, schedules
identifying  and  describing  the  Collateral and any dispositions thereof, as
from  time  to  time  may  be reasonably requested by the Agent or any Lender.

     6.2    Affirmative  Covenants.
            ----------------------

     (A)    Existence,  Etc.  Except  as  provided  by Section 6.3(B)(iv) with
            ----------------                           ------------------
respect to the sale, dissolution or liquidation of certain Subsidiaries of the
Company,  the  Company  shall, and shall cause each of its Subsidiaries to, at
all  times  maintain  its  existence  and  preserve  and  keep, or cause to be
preserved  and  kept,  in  full  force  and  effect  its rights and franchises
material to its businesses except that any Subsidiary of the Company may merge
with  or  liquidate  into  the Company or any other Subsidiary of the Company;
provided  that the surviving entity expressly assumes any liabilities, if any,
   -----
of  either of such Subsidiaries with respect to the Obligations pursuant to an
assumption  agreement  reasonably  satisfactory to the Agent; provided further
                                                              -------- -------
that  the Consolidated Net Worth of the surviving corporation is not less than
the  Consolidated  Net Worth of the Subsidiary with any liability with respect
to  the Obligations immediately prior to such merger; and provided further, if
                                                          -------- -------
the  corporation  being  merged out of existence or liquidated is a party to a
Pledge  Agreement  the  surviving  entity  shall  execute  and  deliver  such
documents,  instruments,  agreements  and  opinions in connection therewith as
shall  be  required  by the Agent in connection with any such Pledge Agreement
(and  all  accrued  interest  in connection therewith) of such entity shall be
repaid  in  full  as  of  the  date  of  such  liquidation  or  merger.

     (B)    Corporate  Powers;  Conduct  of  Business.   Except as provided by
            -----------------------------------------
Section  6.3(B)(iv)  with  respect  to the sale, dissolution or liquidation of
      -------------
certain  Subsidiaries  of  the Company, the Company (x) shall, and shall cause
each  of  its  Subsidiaries  to qualify and remain qualified to do business in
each  jurisdiction  in  which  the nature of its business requires it to be so
qualified  and where the failure to be so qualified will have or is reasonably
likely  to  have  a  Material Adverse Effect and (y) will, and will cause each
Subsidiary  to,  carry  on  and conduct its business in substantially the same
manner  and  in substantially the same fields of enterprise as it is presently
conducted.

     (C)    Compliance with Laws, Etc.  The Company shall, and shall cause its
            --------------------------
Subsidiaries  to,  (a) comply with all Requirements of Law and all restrictive
covenants  affecting  such  Person  or  the  business,  properties,  assets or
operations  of such Person, and (b) obtain as needed all permits necessary for
its  operations  and  maintain such permits in good standing unless failure to
comply  or  obtain  is  not  reasonably anticipated to have a Material Adverse
Effect.

     (D)    Payment of Taxes and Claims; Tax Consolidation.  The Company shall
            ----------------------------------------------
pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and
other  governmental  charges  imposed  upon  it or on any of its properties or
assets  or  in  respect of any of its franchises, business, income or property
before  any  penalty  or  interest  accrues  thereon,  and  (ii)  all  claims
(including,  without  limitation,  claims  for  labor, services, materials and
supplies)  for sums which have become due and payable and which by law have or
may  become a Lien (other than a Lien permitted by Section 6.3(C)) upon any of
                                                   --------------
the  Company's or such Subsidiary's property or assets, prior to the time when
any penalty or fine shall be incurred with respect thereto; provided, however,
                                                            --------  -------
that no such taxes, assessments and governmental charges referred to in clause
                                                                        ------
(i)  above or claims referred to in clause (ii) above (and interest, penalties
---                                 -----------
or  fines  relating  thereto) need be paid if being contested in good faith by
appropriate  proceedings  diligently  instituted  and  conducted  and  if such
reserve  or  other  appropriate  provision,  if  any,  as shall be required in
conformity with Agreement Accounting Principles shall have been made therefor.
The  Company will not permit any of its Subsidiaries to file or consent to the
filing  of  any  consolidated income tax return with any Person other than the
Company  or  any  of  its  Subsidiaries.

     (E)    Insurance.    The  Company  shall  maintain  for  itself  and  its
            ---------
Subsidiaries,  or  shall  cause  each  of its Subsidiaries to maintain in full
force  and  effect the insurance policies and programs listed on Schedule 5.17
                                                                 -------------
to  this  Agreement  or  substantially  similar policies and programs or other
policies  and  programs as reflect coverage that is reasonably consistent with
prudent  industry  practice.

     (F)  Inspection of Property; Books and Records; Discussions.  The Company
          ------------------------------------------------------
shall  permit,  and  cause  each  of  the  Subsidiary Borrowers and Subsidiary
Obligors  to  permit, any authorized representative(s) designated by the Agent
(together  with an authorized representative of any Lender that may request to
accompany  such  authorized  representative of the Agent) to visit and inspect
any  of  the  properties of the Company or any of the Subsidiary Borrowers and
Subsidiary  Obligors,  to  examine,  audit,  check  and  make  copies of their
respective financial and accounting records, books, journals, orders, receipts
and  any  non-privileged  correspondence  and  other  data  relating  to their
respective  businesses  or  the  transactions  contemplated hereby (including,
without  limitation,  in  connection  with environmental compliance, hazard or
liability),  and  to  discuss  their affairs, finances and accounts with their
officers  and  independent  certified  public accountants, all upon reasonable
notice  and at such reasonable times during normal business hours, as often as
may  be  reasonably  requested;  provided,  however,  that  the Borrowers' and
                                 --------   -------
Subsidiary  Obligors'  obligation  to reimburse the Agent for reasonable costs
and  expenses incurred in connection with such inspections shall be limited to
no  more  than  one  (1)  inspection  during  any  twelve-month period if such
inspections are conducted at a time when no Default or Unmatured Default shall
have  occurred  and is continuing.  So long as no Default or Unmatured Default
shall  have  occurred  and  is  continuing,  and  to  the  extent  reasonably
practicable,  any  such  inspection  with  respect to a Borrower or Subsidiary
Obligor  will  be  coordinated with an Authorized Officer of the Company.  The
Company  shall keep and maintain, and cause each of the Company's Subsidiaries
to  keep  and  maintain,  in all material respects, proper books of record and
account  in  which  entries in conformity with Agreement Accounting Principles
shall be made of all dealings and transactions in relation to their respective
businesses  and  activities,  including,  without limitation, transactions and
other  dealings with respect to the Collateral.  If a Default has occurred and
is  continuing,  the Company, upon the Agent's request, shall turn over copies
of  any  such  records  to  the  Agent  or  its  representatives.

     (G)    ERISA  Compliance.  The Company shall, and shall cause each of its
            -----------------
domestic  Subsidiaries  to,  establish,  maintain and operate all Plans (other
than  Foreign  Employee  Benefit Plans and Foreign Pension Plans) to comply in
all  material  respects  with  the  provisions  of  ERISA, the Code, all other
applicable  laws,  and  the regulations and interpretations thereunder and the
respective  requirements  of  the  governing  documents  for  such  Plans.

     (H)   Maintenance of Property.  The Company shall cause all property used
           -----------------------
or  useful in the conduct of its business or the business of any Subsidiary to
be  maintained  and  kept  in adequate condition, repair and working order and
supplied with all necessary equipment and shall cause to be made all necessary
repairs,  renewals, replacements, betterments and improvements thereof, all as
in  the  judgment of the Company may be necessary so that the business carried
on  in  connection therewith may be properly conducted at all times; provided,
                                                                     --------
however,  that  nothing  in this Section 6.2(H) shall prevent the Company from
 ------                          --------------
discontinuing  the  operation  or  maintenance of any of such property if such
 -
discontinuance is, in the judgment of the Company, desirable in the conduct of
 -
its  business or the business of any Subsidiary and not disadvantageous in any
respect  to  the  Agent  or  the  Lenders.

     (I)    Environmental  Compliance.  The Company and its Subsidiaries shall
            -------------------------
comply  with  all  Environmental, Health or Safety Requirements of Law, except
where  noncompliance  will not have or is not reasonably likely to subject the
Company  and  its  Subsidiaries  to  liability,  individually  in  excess  of
$2,500,000,  or  in  the  aggregate  in  excess  of  $5,000,000.

     (J)    Use of Proceeds.  The Borrower shall use the proceeds of the Loans
            ---------------
to  pay transaction costs in connection with the transactions evidenced by the
Loan  Documents,  to  refinance  existing  indebtedness of the Company and its
Subsidiaries  and  to  provide  funds  for the working capital needs and other
general  corporate  purposes  of  the  Borrowers  and their Subsidiaries.  The
Company  will  not,  nor  will  it  permit  any  Subsidiary to, use any of the
proceeds  of  the Loans to purchase or carry any "Margin Stock" or to make any
Acquisition,  other than any Permitted Acquisition pursuant to Section 6.3(G).
                                                               --------------

     (K)    Foreign Employee Benefit Compliance.  The Company shall, and shall
            -----------------------------------
cause  each  of  its Subsidiaries and ERISA Affiliates to, establish, maintain
and  operate  all  Foreign  Employee  Benefit  Plans to comply in all material
respects  with  all  laws,  regulations  and  rules applicable thereto and the
respective  requirements of the governing documents for such Plans, except for
failures  to  comply  which,  in the aggregate, would not result in a material
obligation  to  pay  money.


     6.3    Negative  Covenants.
            -------------------

     (A)  Indebtedness.  Neither the Company nor any of its Subsidiaries shall
          ------------
directly  or  indirectly  create,  incur, assume or otherwise become or remain
directly  or  indirectly  liable  with  respect  to  any Indebtedness, except:

(a)    the  Obligations;

     (b)    Permitted  Existing  Indebtedness,  and  any  extension,  renewal,
refunding  or  refinancing thereof, provided that any such extension, renewal,
                                    --------
refunding  or refinancing is in an aggregate principal amount not greater than
the  principal  amount  of  and  interest,  fees and expenses accrued on, such
Permitted  Existing  Indebtedness  outstanding  at  the time thereof and is on
terms  (including,  without limitation, maturity, amortization, interest rate,
premiums, fees, covenants, subordination, events of default, and remedies) not
materially  less  favorable  to the obligor or adverse to the Lenders than the
terms  of  such  Permitted  Existing  Indebtedness;

     (c)    Indebtedness  permitted  pursuant  to  Section 6.3(H) arising from
                                                   --------------
intercompany  loans  from  (1)  the  Company,  or  any other Subsidiary of the
Company  to  any  Borrower,  (2)  any Subsidiary that is not a Borrower to any
other Subsidiary or (3) any Borrower to any Subsidiary of the Company which is
not  a  Borrower;  provided, that all such Indebtedness is subordinated to the
                   --------
Obligations  on  terms  provided  in  this  Agreement;

     (d)    Indebtedness  in  respect  of  Hedging  Agreements permitted under
Section  6.3(P);
      ---------

     (e)    Indebtedness  permitted  by  Sections  6.4(B)  and  6.4(E)(2);
                                         ----------------       ---------

     (f)    Indebtedness  constituting  Contingent  Obligations  permitted  by
Section  6.3(E);
      ---------

     (g)    unsecured  Indebtedness  and  other  liabilities  incurred  in the
ordinary  course  of  business  and  consistent  with  past  practice, but not
incurred through the borrowing of money or the obtaining of credit (other than
customary  trade  terms).

     (B)    Sales  of Assets.  Neither the Company nor any of its Subsidiaries
            ----------------
shall  sell,  assign,  transfer,  lease,  convey  or  otherwise dispose of any
property,  whether  now  owned or hereafter acquired, or any income or profits
therefrom,  or  enter  into  any  agreement  to  do  so,  except:

     (i)    sales  of  Inventory  in  the  ordinary  course  of  business;
(ii)   sales of certain assets of Purina Colombiana S.A., Purina de Venezuela,
C.A.,  Purina  de  Guatemala,  S.A.,  and  Purina  Peru  S.A., in each case as
described  in  that  certain Agreement and Plan of Reorganization, dated as of
April  1,  1998, by and among the Company, Ralston Purina Company, and Ralston
Purina  International  Holding Company, Inc., as in effect on the Closing Date
and  without  giving  effect  to  any  amendment  or  modification  thereto;

     (iii)    sales,  assignments,  transfers,  leases,  conveyances  or other
dispositions  of  other assets (other than the Capital Stock of any Subsidiary
of the Company) if such transaction (a) is of assets no longer required in the
ordinary  course  of business, (b) is for not less than fair market value, and
(c)  when  combined  with  all  such  other  sales,  assignments,  transfers,
conveyances  or  other  dispositions (i) during any fiscal year represents the
disposition  of  not  greater  than  ten  percent  (10%)  of  the  Company's
Consolidated  Net  Worth  calculated  as of the date of such sale, assignment,
transfer,  conveyance  or  other  disposition  and after giving effect to such
transaction;  and

     (iv)    (x)  disposition  of assets, dissolution, liquidation or sales of
shares  of Subsidiaries (other than stock or assets of Subsidiary Borrowers or
Subsidiary  Obligors)  resulting  from  a  determination  by  the  Company  to
discontinue its operations in a particular jurisdiction and (y) with the prior
written consent of all of the Lenders, the dissolution, liquidation or sale of
shares  of  any  Subsidiary Borrower or Subsidiary Obligor and only so long as
any  such  sale  or  other  disposition  is  for  all  cash  consideration.

     (C)    Liens.    Neither  the  Company  nor any of its Subsidiaries shall
            -----
directly  or  indirectly  create, incur, assume, permit or suffer to exist any
Lien  on or with respect to any of their respective property or assets except:

     (i)    Liens  created  by  the  Loan  Documents;

     (ii)    Permitted  Existing  Liens;

     (iii)    Customary  Permitted  Liens;

(iv)    Liens  securing financing under governmental or other special programs
which  are more advantageous to the Company than the financing available under
this  Agreement, to the extent such Liens are required in order to participate
in  such  programs,  and  any  renewals  or  extensions  of  any  such  Liens;

(v)  other  Liens  securing  indebtedness not exceeding, in the aggregate, ten
percent  (10%)  of  the  Company's  Consolidated  Net  Worth  at  the  time of
incurrence  thereof;  and

(vi)  pledges  of  assets  of  entities  other  than  Borrowers and Subsidiary
Obligors  to  secure  Indebtedness of Subsidiaries which are neither Borrowers
nor  Subsidiary  Obligors.


     (D)  Investments.  Except for Permitted Existing Investments in an amount
          -----------
not  greater  than the amount thereof on the Closing Date, neither the Company
nor  any  of  its  Subsidiaries  shall  directly or indirectly make or own any
Investment  except:

     (i)          Investments constituting Permitted Acquisitions permitted by
Section  6.3(G);
    -----------

     (ii)          Investments  in  Cash  Equivalents;

     (iii)          Investments consisting of Indebtedness of employees to the
extent  such  Indebtedness does not exceed in the aggregate $1,000,000  in any
fiscal  year;

     (iv)       Investments in a particular jurisdiction other than the United
States  of  locally  generated  funds;

     (v)          Investments  in  Affiliates  permitted  by  Section  6.3(H);
                                                              ---------------

     (vi)          Investments  received  in connection with the bankruptcy or
reorganization  of  suppliers  and  customers  and in settlement of delinquent
obligations  of,  and  other disputes with, customers and suppliers arising in
the  ordinary  course  of  business;

     (vii)        Investments consisting of deposit accounts maintained by the
Company  and its Subsidiaries in connection with its cash management system in
the  ordinary  course  of  business  and  consistent  with  past  practice;

     (viii)      Investments consisting of compensating balances maintained by
Purina  Korea, Inc. in Korea as required by domestic financial institutions as
support  for  loans and advances made by such financial institutions to Purina
Korea,  Inc.; provided, such amounts do not in the aggregate exceed $8,000,000
              --------
at  any  time;  and

     (ix)         Investments constituting Contingent Obligations permitted by
Section  6.3(E) or Restricted Junior Payments permitted by Section 6.3(F); and
   ------------                                            --------------

     (x)         Investments with any other Persons which do not exceed in the
aggregate  ten  percent  (10%)  of  the  Consolidated Net Worth of the Company
(calculated  as  of  the  date  of  each  such  Investment).

     (E)    Contingent  Obligations.    Neither  the  Company  nor  any of its
            -----------------------
Subsidiaries  shall  directly or indirectly create or become or be liable with
respect to any Contingent Obligation, material contingent liability, long-term
lease,  synthetic  lease  or  Contractual  Obligation,  not  reflected  in the
financial statements attached hereto as Exhibit G, except: (i) as set forth on
                                        ---------
Schedule  1.1.1,  (ii)    recourse  obligations  issued  for  the  benefit  of
---------------
customers, employees, vendors or other trading partners in the ordinary course
---------
of  its  business,  (iii)  guarantees  to  officers  of  the  Company  and its
subsidiaries  of  obligations of such officers with respect to the business of
the  Company and its subsidiaries, (iv) guarantees incurred in connection with
or  resulting  from  Permitted Acquisitions or other Investments not otherwise
prohibited  under  this  Agreement;  provided, that to the extent specified in
                                     --------
this  Agreement,  such  guarantees  referred  to  in this clause (iv) shall be
                                                          -----------
treated  as  Indebtedness  for  purposes of this Agreement, and (v) guarantees
issued  by  the  Company for the benefit of third-parties as support for loans
and  advances  made  by  such  third-parties  to  (x)  Subsidiary Borrowers or
Subsidiary Obligors and (y) Subsidiaries of the Company (other than Subsidiary
Borrowers  and Subsidiary Obligors) in an amount, contingent or otherwise, not
to  exceed  $30,000,000  at  any  time.

     (F)    Restricted  Junior  Payments.   Neither the Company nor any of its
            ----------------------------
Subsidiaries  shall  declare  or  make  any Restricted Junior Payment, except:

     (i)   dividends payable by the Company in compliance with the corporation
law  of  the  State  of  Missouri;  and

     (ii)  Restricted Junior Payments made by any Subsidiary of the Company to
the  Company  or any other Subsidiary of the Company except that no Subsidiary
shall  make any Investment in (x) any Affiliate (other than the Company) if as
a  result  thereof  such Investments would at any time exceed in the aggregate
forty  percent  (40%)  of  Consolidated  Net  Worth  of the Company or (y) any
Affiliate (other than a Borrower or Subsidiary Obligor) if as a result thereof
such  Investments  would  at  any time exceed in the aggregate fifteen percent
(15%)  of  the  Consolidated  Net  Worth  of  the  Company;

provided, however, that the Restricted Junior Payments described in clause (i)
--------  -------                                                   ----------
and  clause  (ii)  shall  not be permitted if either a Default or an Unmatured
     ------------
Default  shall  have  occurred and be continuing at the date of declaration or
payment  thereof  or  would  result  therefrom.

     (G)    Conduct  of  Business;  Subsidiaries;  Acquisitions.   Neither the
            ---------------------------------------------------
Company  nor  any of its Subsidiaries shall engage in any business, or acquire
any  other  business,  other than the businesses in, or reasonably related to,
the  lines  of  business  carried  on by them on the date hereof.  The Company
shall  not  and shall not permit any of its Subsidiaries to create, capitalize
or  acquire any Subsidiary after the date hereof or enter into any transaction
or  series of transactions in which it acquires all or any significant portion
of the assets of another Person, or such Person merges with or liquidates into
the  Company  or  any  of  its Subsidiaries, unless (x) such transaction is in
connection  with  the Company's acquisition from Ralston Purina Company and/or
Ralston  Purina International Holding Company of the Capital Stock of  each of
the  Company's  Subsidiaries  on  or  about  the  Closing  Date  or  (y)  such
transaction  meets  the  following  requirements  (each  such  transaction
constituting  a  "PERMITTED  ACQUISITION"):

     (1)    no  Default  or  Unmatured  Default  shall  have  occurred  and be
continuing  or  would  result  from  such  transaction  or transactions or the
incurrence  of  any  Indebtedness  in  connection  therewith;

     (2)    to  the  extent any such transaction, together with all such other
transactions,  exceeds  in  the  aggregate  $5,000,000 during any fiscal year,
prior to each such transaction, the Company shall deliver to the Agent and the
Lenders  a  certificate  from  one  of  the  Company's  Authorized  Officers
demonstrating  to  the satisfaction of the Agent and the Required Lenders that
after  giving effect to such transaction or transactions and the incurrence of
any  Indebtedness permitted by Section 6.3(A) in connection therewith on a pro
                               --------------
forma  basis as if such acquisition, merger or liquidation and such incurrence
of  Indebtedness  had  occurred  on  the  first day of the twelve-month period
ending  on  the  last  day  of  the  Company's  most recently completed fiscal
quarter,  the  Company  would  have  been in compliance with all provisions of
Section  6.4 at all times during such twelve-month period and not otherwise in
    --------
Default;

     (3)  the transaction is consummated pursuant to a negotiated agreement on
a  non-hostile  basis  and  involves  the  purchase of, or entering into of, a
business line similar, or reasonably related, to that of the Company's and its
Subsidiaries  as  of  the  Closing  Date;

     (4)    in  the  case  of  any  merger permitted under this Agreement, the
surviving  entity  expressly  assumes  any  liabilities, if any, either of the
Company  or  Subsidiary  party  thereto,  as  applicable,  with respect to the
Obligations pursuant to an assumption agreement reasonably satisfactory to the
Agent;  and

     (5)   the aggregate amount of Investments (including assumed liabilities)
in  connection  with  all  such transactions during the term of this Agreement
shall  not  exceed:

     (A)  for  any  single  transaction  or  series  of  related transactions,
$20,000,000;  and

     (B)    for  all transactions, $80,000,000 (excluding Investments actually
made  up  to  $4,000,000  in  the  aggregate  in connection with the Company's
development  of  production  facilities  in  Shanggao,  China).

     (H)   Transactions with Shareholders and Affiliates.  Except as set forth
           ---------------------------------------------
on  Schedule  6.3(H),  neither  the  Company nor any of its Subsidiaries shall
    ----------------
directly  or  indirectly  (i)  enter  into  or permit to exist any transaction
   -
(including,  without  limitation, the purchase, sale, lease or exchange of any
   -
property  or  the  rendering of any service) with any holder or holders of any
Capital  Stock or other Equity Interests in the Company, or with any Affiliate
of  the  Company,  on  terms  that  are  less  favorable to the Company or its
Subsidiaries,  as  applicable,  than  those that might be obtained in an arm's
length  transaction  at  the  time  from  Persons who are not such a holder or
Affiliate;  or  (ii)  enter  into or permit to exist any such non-arm's length
transaction,  including  without  limitation  loans  and  advances to or other
Investments  in  (x)  any  Affiliate  (other  than the Company) if as a result
thereof  such  Investments  would  at  any  time exceed in the aggregate forty
percent  (40%)  of  Consolidated Net Worth of the Company or (y) any Affiliate
(other  than  a  Borrower  or  Subsidiary Obligor) if as a result thereof such
Investments would at any time exceed in the aggregate fifteen percent (15%) of
the  Consolidated  Net  Worth  of  the  Company.

     (I)    Sales  and  Leasebacks.    Neither  the  Company  nor  any  of its
            ----------------------
Subsidiaries  shall  become  liable,  directly, by assumption or by Contingent
Obligation, with respect to any lease, whether an Operating Lease, a synthetic
lease  or  a  Capitalized  Lease, of any property (whether real or personal or
mixed)  (i)  which  it or one of its Subsidiaries sold or transferred or is to
sell  or  transfer  to  any  other  Person,  or  (ii)  which  it or one of its
Subsidiaries  intends  to use for substantially the same purposes as any other
property  which  has  been or is to be sold or transferred by it or one of its
Subsidiaries  to  any  other  Person  in connection with such lease, unless in
either  case  the sale involved is not prohibited under Section 6.3(B) and the
                                                        --------------
lease  involved  is  not  prohibited  under  Section  6.3(A).
                                             ---------------

     (J)    Margin  Regulations.    Neither  the  Borrower  nor  any  of  its
            -------------------
Subsidiaries,  shall  use  all  or  any  portion of the proceeds of any credit
          -
extended  under  this  Agreement  to  purchase  or  carry  Margin  Stock.

     (K)    ERISA.    The  Company  shall not (i) engage, or permit any of its
            -----
Subsidiaries  to  engage,  in any prohibited transaction described in Sections
406  of  ERISA or 4975 of the Code for which a statutory or class exemption is
not available or a private exemption has not been previously obtained from the
DOL;

     (ii)    permit to exist any accumulated funding deficiency (as defined in
Sections  302  of ERISA and 412 of the Internal Revenue Code), with respect to
any  Benefit  Plan,  whether  or  not  waived;

     (iii)  fail, or permit any Controlled Group member to fail, to pay timely
required  contributions  or annual installments due with respect to any waived
funding  deficiency  to  any  Benefit  Plan;

     (iv)   terminate, or permit any Controlled Group member to terminate, any
Benefit  Plan  which  would  result  in  any  liability  of the Company or any
Controlled  Group  member  under  Title  IV  of  ERISA;

     (v)    fail to make any contribution or payment to any Multiemployer Plan
which the Company or any Controlled Group member may be required to make under
any  agreement  relating  to  such  Multiemployer  Plan, or any law pertaining
thereto;

     (vi)    fail,  or  permit any Controlled Group member to fail, to pay any
required  installment  or  any other payment required under Section 412 of the
Internal  Revenue Code on or before the due date for such installment or other
payment;  or

     (vii)    amend,  or  permit  any Controlled Group member to amend, a Plan
resulting  in an increase in current liability for the plan year such that the
Company or any Controlled group member is required to provide security to such
Plan  under  Section  401(a)(29)  of  the  Code.

     (L)    Issuance  of Equity Interests.  Neither the Company nor any of its
            -----------------------------
Subsidiaries  shall  issue any ownership, membership or other equity interests
after  the  date of this Agreement if such issuance causes a Change of Control
to  occur.

     (M)    Organizational  Documents.    Neither  the  Company nor any of its
            -------------------------
Subsidiaries  shall  amend,  modify  or  otherwise  change any of the terms or
provisions in any of their respective organizational documents as in effect on
the  date hereof in any manner adverse to the interests of the Lenders without
the  prior  written  consent  of  the  Required  Lenders.

     (N)  Other Indebtedness.  Neither the Company nor any of its Subsidiaries
          ------------------
shall amend, supplement or otherwise modify the terms of any Indebtedness owed
by a Borrower or Subsidiary of the Company that would be materially adverse to
the  Lenders,  including,  without  limitation, with respect to subordination.

     (O)    Fiscal  Year.    The  Company shall not change its fiscal year for
            ------------
accounting  or  tax  purposes  from a period consisting of the 12-month period
ending  on  August  31  of  each  calendar  year.

     (P)  Hedging Obligations.  The Company shall not and shall not permit any
          -------------------
of  its  Subsidiaries  to  enter  into any interest rate, commodity or foreign
currency  exchange, swap, collar, cap or similar agreements other than hedging
or  other  derivative  transactions  (i)  relating  to  the acquisition of raw
materials or the sale of products of the Company which are intended to protect
the  Company against the risks of changes in market prices or (ii) relating to
currencies in which the Company receives revenues or incurs expenses which are
intended  to  protect the Company against the risks of changes in the exchange
rates  relating  to such currencies or (iii) relating to the interest rates on
its  outstanding  or  proposed  Indebtedness which are intended to protect the
Company  against  the  risks of changes in the interest rates relating to such
borrowing  (such  hedging  agreements  collectively  are sometimes referred to
herein  as  "HEDGING AGREEMENTS").  In the event a Lender elects to enter into
any  Hedging  Agreements  with  the  Company  or  any of its Subsidiaries, the
obligations  of  the  Company  or such Subsidiary with respect to such Hedging
Agreements  shall  be  Secured  Obligations  secured  by  the  Collateral.

     (Q)  Subsidiary Covenants.  The Company will not, and will not permit any
          --------------------
Subsidiary  Borrower  or  Subsidiary  Obligor to, create or otherwise cause to
become  effective any consensual encumbrance or restriction of any kind on the
ability  of any Subsidiary Borrower or Subsidiary Obligor to (i) pay dividends
or  make  any  other  distribution  on its stock, or make any other Restricted
Junior  Payment,  (ii)  pay  any  Indebtedness or other Obligation owed to the
Company  or  any  other  Subsidiary,  (iii)  make  loans  or advances or other
Investments  in the Company or any other Subsidiary, or (iv) sell, transfer or
otherwise  convey  any of its property to the Company or any other Subsidiary.

     6.4    Financial Covenants.  The Company shall comply with the following:
            -------------------

     (A)    Interest  Coverage  Ratio.    The  Company  shall maintain a ratio
            -------------------------
("INTEREST  COVERAGE RATIO") of (i) EBITDA to (ii) Cash Interest Expense of at
least  2.50  to  1.00 as of the end of each fiscal quarter commencing with the
fiscal  quarter  ending  August  31,  1998  through  the  Termination  Date.

In  each  case  the Interest Coverage Ratio shall be determined as of the last
day  of  each  fiscal  quarter  for the four-quarter period ending on such day
(provided;  however,  (a)  for  the fiscal quarter ending August 31, 1998, the
    -----   -------
Interest  Coverage  Ratio  shall  be calculated using EBITDA and Cash Interest
Expense  for  the  period commencing on April 1, 1998 through August 31, 1998,
(b)  for  the  fiscal  quarter ending November 30, 1998, the Interest Coverage
Ratio  shall  be  calculated  using  EBITDA  and Cash Interest Expense for the
period  commencing on April 1, 1998 through November 30, 1998, and (c) for the
fiscal  quarter ending February 28, 1999, the Interest Coverage Ratio shall be
calculated using EBITDA and Cash Interest Expense for the period commencing on
April  1,  1998  through  February  28,  1999).

     (B)    Maximum  Leverage  Ratio.   The Company shall not permit the ratio
            ------------------------
("LEVERAGE RATIO") of (i) Total Debt to (ii) EBITDA to be greater than 3.00 to
1.00  as  of the end of each fiscal quarter commencing with the fiscal quarter
ending  August  31,  1998  through  the  Termination  Date.

The  Leverage  Ratio  shall be calculated, in each case, as of the last day of
each  fiscal  quarter  based  upon (A) for purposes of calculating Total Debt,
Indebtedness  as  of  the  last  day  of each such fiscal quarter; and (B) for
EBITDA,  the  actual  amount  for  the  four-quarter period ending on such day
(provided;  however,  (a)  for  the fiscal quarter ending August 31, 1998, the
     ----   -------
Leverage  Ratio  shall  be  calculated  using  EBITDA  for such fiscal quarter
multiplied  by  four, (b) for the fiscal quarter ending November 30, 1998, the
Leverage  Ratio  shall  be calculated using EBITDA for the two fiscal quarters
ending November 30, 1998 multiplied by two (2), and (c) for the fiscal quarter
ending  February 28, 1999, the Leverage Ratio shall be calculated using EBITDA
for  the  three  fiscal  quarters  ending  February  28,  1999  multiplied  by
four-thirds  (4/3)).

     (C)   Capital Expenditures.  The Company will not, nor will it permit any
           --------------------
Subsidiary  to,  expend,  or  be committed to expend, for Capital Expenditures
during  any  one  fiscal  year  in  the  aggregate  for  the  Company  and its
Subsidiaries  in  excess  of (a) $81,250,000 for the fiscal year ending August
31,  1998, (b) $40,000,000 for the fiscal year ending August 31, 1999 plus any
amount  permitted  to be expended in the previous fiscal year but not expended
and  (c)  $28,750,000  in the aggregate for the fiscal years ending August 31,
2000    and  August  31,  2001 plus any amount permitted to be expended in the
previous  fiscal  year  (pursuant  to  the absolute dollar limitation for such
fiscal  year  and  not pursuant to any carryover provision from a prior fiscal
year)  but  not  expended.

(D)    Minimum  Consolidated  Net  Worth.    The  Company shall not permit its
       ---------------------------------
Consolidated  Net Worth at any time to be less than the amount set forth below
     --
during  the  period  set  forth  opposite  such  amount:

Minimum  Consolidated  Net  Worth                    Applicable  Period
---------------------------------                    ------------------

$230,000,000                               April 1, 1998 through and including
                          August  31,  1998

$240,000,000                                     September 1, 1998 through and
                         including  August  31,  1999

$250,000,000                                        At  all  times thereafter.

For  purposes  of  determining  Consolidated  Net Worth of the Company and its
Subsidiaries  as  required by this Section 6.4(D) only, Consolidated Net Worth
                                   --------------
of  the  Company  and  its  Subsidiaries shall be calculated excluding (i) the
effect of translation account adjustments for the fiscal year ending on August
31,  1998  of  up  to  $10,000,000  and (ii) the effect of further translation
account  adjustments  of  up  to  an  additional  $20,000,000.

     (E)    Country  Debt  Limitations.    Indebtedness  (whether  under  this
            --------------------------
Agreement or otherwise) incurred by the Subsidiaries in any particular country
shall  be  subject  to  each  of  the  following  limitations:

(1)          The  applicable  Borrower  or  Subsidiary  Obligor shall not have
Indebtedness  under  this  Agreement  outstanding at any time in excess of the
maximum  Dollar  Amount  set  forth  below:

<TABLE>
<CAPTION>




Borrower's or Subsidiary Obligor's
----------------------------------             
Jurisdiction of Incorporation       Maximum Dollar Amount
----------------------------------  ----------------------

<S>                                 <C>

Canada . . . . . . . . . . . . . .  $            6,500,000
----------------------------------  ----------------------

United States. . . . . . . . . . .  $            5,000,000
----------------------------------  ----------------------

Italy. . . . . . . . . . . . . . .  $            4,000,000
                                    ----------------------

Spain. . . . . . . . . . . . . . .  $            2,500,000
                                    ----------------------

Hungary. . . . . . . . . . . . . .  $            2,000,000
                                    ----------------------

Korea. . . . . . . . . . . . . . .  $           15,000,000
----------------------------------  ----------------------

Mexico . . . . . . . . . . . . . .  $            5,000,000
                                    ----------------------

Colombia . . . . . . . . . . . . .  $            5,000,000
                                    ----------------------

Brazil . . . . . . . . . . . . . .  $            5,000,000
                                    ----------------------

Philippines. . . . . . . . . . . .  $            2,500,000
                                    ----------------------

Venezuela. . . . . . . . . . . . .  $            2,500,000
----------------------------------  ----------------------
</TABLE>



(2)       The ratio of (i) Total Debt for each of the Subsidiary Borrowers and
Subsidiary  Obligors  (including Indebtedness owed to Affiliates but excluding
Contingent  Obligations  in the form of standby Letters of Credit issued under
this  Agreement  for  the  account  of  such Subsidiary Borrower or Subsidiary
Obligor  for  the  benefit  of  domestic financial institutions as support for
loans  and  advances  made  by  such  financial institutions to the applicable
Subsidiary  Borrower  or  Subsidiary  Obligor  to the extent any such loans or
advances  are outstanding) to (ii) EBITDA for each of the Subsidiary Borrowers
and  Subsidiary Obligors (other than Purina Korea, Inc.) shall not at any time
exceed 3.00 to 1.00.  The ratio of (i) Total Debt (including Indebtedness owed
to  Affiliates  but  excluding  Contingent  Obligations in the form of standby
Letters of Credit issued under this Agreement for the account of Purina Korea,
Inc.  for  the benefit of domestic financial institutions as support for loans
and  advances made by such financial institutions to Purina Korea, Inc. to the
extent  any  such loans or advances are outstanding) to (ii) EBITDA for Purina
Korea,  Inc.  shall  not  at  any  time  exceed  2.25  to  1.00.

The  foregoing ratios shall be calculated, in each case, as of the last day of
each  fiscal quarter based upon (A) for purposes of calculating Total Debt and
Indebtedness  as  of  the  last  day  of each such fiscal quarter, and (B) for
EBITDA,  the  actual  amount  for  the  four-quarter period ending on such day
(provided;  however,  (a)  for  the fiscal quarter ending August 31, 1998, the
     ----   -------
foregoing  ratios  shall  be  calculated  using EBITDA for such fiscal quarter
multiplied  by  four, (b) for the fiscal quarter ending November 30, 1998, the
foregoing  ratios shall be calculated using EBITDA for the two fiscal quarters
ending November 30, 1998 multiplied by two (2), and (c) for the fiscal quarter
ending  February  28,  1999,  the  foregoing  ratios shall be calculated using
EBITDA  for  the  three fiscal quarters ending February 28, 1999 multiplied by
four-thirds  (4/3)).



ARTICLE  VII:    DEFAULTS
-------------------------

     7.1    Defaults.    Each  of the following occurrences shall constitute a
            --------
Default  under  this  Agreement:

     (a)    Failure  to  Make  Payments  When Due.  Any Borrower or Subsidiary
            -------------------------------------
Obligor  shall  (i)  fail to pay when due any of the Obligations consisting of
principal with respect to the Loans or Letters of Credit or (ii) shall fail to
pay  within  three  (3) days of the date when due any of the other Obligations
under  this  Agreement  or  the  other  Loan  Documents.

     (b)    Breach  of  Certain Covenants.  Any Borrower or Subsidiary Obligor
            -----------------------------
shall  fail  duly and punctually to perform or observe any agreement, covenant
or  obligation  binding  on  such  Borrower under (i) Sections 6.1 or Sections
                                                      ------------    --------
6.2(A), (B), (D), (E), (G), or (H), and such failure shall continue unremedied
    --  ---  ---  ---  ---     ---
for  ten  (10) Business Days after the earlier to occur of (x) notice from the
Agent  or any Lender to the Company of such Default and (y) the Company or any
of  its  Subsidiaries  knew  or  should  have known of such Default exercising
reasonable  diligence, or (ii) Sections 6.2(C), (F), (I), (J), or (K), Section
                               ---------------  ---  ---  ---     ---  -------
6.3  or  Section  6.4.
---      ------------

     (c)    Breach  of  Representation  or  Warranty.    Any representation or
            ----------------------------------------
warranty  made  or  deemed  made  by any Borrower or Subsidiary Obligor to the
Agent or any Lender herein or by the Company or any of its Subsidiaries in any
of  the  other  Loan  Documents or in any statement or certificate at any time
given  by any such Person pursuant to any of the Loan Documents shall be false
or  misleading in any material respect on the date as of which made (or deemed
made).

     (d)  Other Defaults.  Any Borrower or Subsidiary Obligor shall default in
          --------------
the  performance  of  or  compliance with any term contained in this Agreement
(other  than as covered by paragraphs (a), (b) or (c) of this Section 7.1), or
                           --------------  ---    ---         -----------
the  Company or any of its Subsidiaries shall default in the performance of or
compliance  with  any  term  contained in any of the other Loan Documents, and
such default shall continue for thirty (30) days after the earlier to occur of
(i)  notice  from  the  Agent or any Lender to the Company of such Default and
(ii)  the Company or any of its Subsidiaries knew or should have known of such
default  exercising  reasonable  diligence.

     (e)   Default as to Other Indebtedness.  Any of the Company or any of its
           --------------------------------
Subsidiaries  shall  fail  to  make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) with respect
to  any  Indebtedness  (other  than the Obligations) the outstanding principal
amount  of  which  Indebtedness  is  in  excess  of $5,000,000; or any breach,
default  or  event  of default shall occur, or any other condition shall exist
under  any  instrument,  agreement  or  indenture  pertaining  to  any  such
Indebtedness,  if  the  effect  thereof is to cause an acceleration, mandatory
redemption,  a  requirement  that  the Company or any such Subsidiary offer to
purchase  such Indebtedness or other required repurchase of such Indebtedness,
or permit the holder(s) of such Indebtedness to accelerate the maturity of any
such  Indebtedness  or  require  a  redemption  or  other  repurchase  of such
Indebtedness;  or  any such Indebtedness shall be otherwise declared to be due
and payable (by acceleration or otherwise) or required to be prepaid, redeemed
or otherwise repurchased by the Company or any of its Subsidiaries (other than
by  a  regularly  scheduled  required prepayment) prior to the stated maturity
thereof.

     (f)    Involuntary  Bankruptcy;  Appointment  of  Receiver,  Etc.
            ----------------------------------------------------------

     (i)    An involuntary case shall be commenced against the Company, or its
Subsidiaries  with an aggregate net worth equal to or greater than ten percent
(10%)  of  the Company's Consolidated Net Worth, and the petition shall not be
dismissed,  stayed,  bonded  or  discharged  within  sixty  (60)  days  after
commencement of the case; or a court having jurisdiction in the premises shall
enter  a  decree  or  order  for  relief  in  respect  of  the Company or such
Subsidiaries  in  an  involuntary  case,  under  any  applicable  bankruptcy,
insolvency  or  other  similar  law now or hereinafter in effect; or any other
similar  relief shall be granted under any applicable federal, state, local or
foreign  law.

     (ii)    A  decree or order of a court having jurisdiction in the premises
for  the  appointment  of  a  receiver,  liquidator,  sequestrator,  trustee,
custodian  or  other  officer  having  similar powers over the Company, or its
Subsidiaries  with an aggregate net worth equal to or greater than ten percent
(10%)  of  the  Company's Consolidated Net Worth, or over all or a substantial
part of the property of the Company, or such Subsidiaries shall be entered; or
an  interim  receiver,  trustee  or  other  custodian  of  the Company or such
Subsidiaries or of all or a substantial part of the property of the Company or
such  Subsidiaries shall be appointed or a warrant of attachment, execution or
similar process against any substantial part of the property of the Company or
such  Subsidiaries  shall  be  issued  and any such event shall not be stayed,
dismissed,  bonded  or  discharged  within  sixty  (60)  days  after  entry,
appointment  or  issuance.

     (g)   Voluntary Bankruptcy; Appointment of Receiver, Etc.  The Company or
           ---------------------------------------------------
its  Subsidiaries  with  an  aggregate  net worth equal to or greater than ten
percent  (10%)  of  the Company's Consolidated Net Worth, shall (i) commence a
voluntary  case  under  any applicable bankruptcy, insolvency or other similar
law  now  or  hereafter  in  effect, (ii) consent to the entry of an order for
relief  in an involuntary case, or to the conversion of an involuntary case to
a voluntary case, under any such law, (iii) commence a voluntary case seeking,
or  consent to, the appointment of or taking possession by a receiver, trustee
or  other  custodian  for all or a substantial part of its property, (iv) make
any  assignment for the benefit of creditors or fail generally to pay debts as
they  become  due  or  (v)  take  any corporate action to authorize any of the
foregoing.

     (h)    Judgments and Attachments.  Any money judgment(s), writ or warrant
            -------------------------
of  attachment,  or  similar  process against any of the Company or any of its
Subsidiaries or any of their respective assets involving in any single case or
in  the aggregate an amount in excess of $5,000,000 is (are) entered and shall
remain  undischarged,  unvacated,  unbonded  or unstayed for a period of sixty
(60)  days  or  in any event later than fifteen (15) days prior to the date of
any  proposed  sale  thereunder.

     (i)  Dissolution.  Any order, judgment or decree shall be entered against
          -----------
the  Company,  or  its  Subsidiaries  with  an aggregate net worth equal to or
greater  than  ten  percent  (10%)  of  the  Company's Consolidated Net Worth,
decreeing  its involuntary dissolution or split up and such order shall remain
undischarged  and  unstayed  for a period in excess of sixty (60) days; or the
Company or such Subsidiaries shall otherwise dissolve or cease to exist except
as  specifically permitted by this Agreement unless the dissolving entity is a
limited  liability  company  which  elects  to  continue  its  existence.

     (j)    Loan Documents; Failure of Security.  At any time, for any reason,
            -----------------------------------
(i)  any  Loan  Document as a whole that materially affects the ability of the
Agent,  or  any  of  the  Lenders  to enforce the Obligations or enforce their
rights against the Collateral, ceases to be in full force and effect or any of
the  Company  or  any of its Subsidiaries party thereto seeks to repudiate its
obligations  thereunder  and  the Liens intended to be created thereby are, or
any  of the Company or any such Subsidiary seeks to render such Liens, invalid
and unperfected, or (ii) any action shall be taken to discontinue or to assert
the  invalidity  or  unenforceability  of any Loan Document, or (iii) Liens on
Collateral  with  a  fair market value in excess of $2,500,000 in favor of the
Agent  contemplated  by the Loan Documents shall, at any time, for any reason,
be  invalidated  or  otherwise  cease  to be in full force and effect, or such
Liens  shall  not have the priority contemplated by this Agreement or the Loan
Documents.

     (k)   Termination Event.  Any Termination Event occurs which the Required
           -----------------
Lenders  believe  is  reasonably  likely  to subject the Company or any of its
Subsidiaries  to  liability  individually  or  in  the  aggregate in excess of
$2,500,000.

     (l)    Waiver  of Minimum Funding Standard.  If the plan administrator of
            -----------------------------------
any  Plan applies under Section 412(d) of the Code for a waiver of the minimum
funding  standards  of  Section 412(a) of the Code and any Lender believes the
substantial  business  hardship  upon  which the application for the waiver is
based  could  reasonably  be  expected  to  subject  either the Company or any
Controlled  Group  member  to  liability  individually  or in the aggregate in
excess  of  $2,500,000.

     (m)    Change  of  Control.    A  Change  of  Control  shall  occur.
            -------------------

     (n)  Environmental Matters.  The Company or any of its Subsidiaries shall
          ---------------------
be  the  subject  of  any  proceeding  or  investigation pertaining to (i) the
Release  by the Company or any of its Subsidiaries of any Contaminant into the
environment,  (ii)  the  liability  of  any  of  the  Company  or  any  of its
Subsidiaries  arising  from the Release by any other Person of any Contaminant
into  the  environment, or (iii) any violation of any Environmental, Health or
Safety  Requirements  of Law by the Company or any of its Subsidiaries, which,
in  any case, has or is reasonably likely to subject the Company or any of its
Subsidiaries  to  liability  individually  in  excess  of $2,500,000 or in the
aggregate  in  excess  of  $5,000,000.

     (o)  Guarantor Revocation.  Except as provided by Section 6.3(B)(iv) with
          --------------------                         ------------------
respect to the sale, dissolution or liquidation of certain Subsidiaries of the
Company,  any guarantor of the Obligations shall terminate or revoke or refuse
to  perform  or  assert invalidity of any of its payment obligations under the
applicable  guarantee  agreement  or  breach  any  of  the other terms of such
guarantee  agreement  which  breach  remains  unremedied  for  five  (5) days.

     A  Default  shall  be  deemed  "continuing"  until  waived  in writing in
accordance  with  Section  8.3.
                  ------------


ARTICLE  VIII:    ACCELERATION,  DEFAULTING  LENDERS;  WAIVERS, AMENDMENTS AND
------------------------------------------------------------------------------
REMEDIES
--------

     8.1    Remedies

     (a)   Termination of Commitments; Acceleration.  If any Default described
           ----------------------------------------
in  Section  7.1(f) or 7.1(g) occurs with respect to any of the Borrowers, the
    ---------------    ------
obligations  of  the Lenders to make Loans hereunder and the obligation of the
Agent  or  any  Issuing  Lender  to  issue  Letters  of Credit hereunder shall
automatically  terminate  and the Obligations shall immediately become due and
payable without any election or action on the part of the Agent, any Lender or
any Issuing Lender.  If any other Default occurs, the Required Lenders may (i)
terminate  or  suspend  the obligations of the Lenders to make Loans hereunder
and  the  obligation  of  the  Issuing  Lenders  to  issue  Letters  of Credit
hereunder, or (ii) declare the Obligations to be due and payable, or both, and
upon  any  declaration  under  clause  (ii),  the  Obligations  shall  become
                               ------------
immediately due and payable, without presentment, demand, protest or notice of
any  kind,  all  of  which  the  Borrowers  expressly  waive.

     (b)    Rescission.    If  at  any  time after termination of the Lenders'
            ----------
obligations  to  make  Loans  or  acceleration  of  the maturity of the Loans,
Borrowers  shall  pay  all  arrears of interest and all payments on account of
principal  of  the Loans and Reimbursement Obligations which shall have become
due  otherwise  than  by  acceleration (with interest on principal and, to the
extent  permitted  by law, on overdue interest, at the rates specified in this
Agreement)  and  all Defaults and Unmatured Defaults (other than nonpayment of
principal  of  and  accrued  interest  on  the Loans due and payable solely by
virtue of acceleration) shall be waived pursuant to Section 8.3, then upon the
                                                    -----------
written  consent  of the Required Lenders and written notice to Borrowers, the
termination  of  Lenders'  respective  obligations  to  make  Loans  and  the
respective  Lenders' and the Issuing Lenders' obligations to participate in or
issue Letters of Credit or the aforesaid acceleration and its consequences may
be  rescinded  and  annulled;  but such action shall not affect any subsequent
Default or Unmatured Default or impair any right or remedy consequent thereon.
The  provisions  of  the  preceding  sentence  are intended merely to bind the
Lenders  and  the  Issuing  Lenders  to  a  decision  which may be made at the
election  of  the Required Lenders; they are not intended to benefit Borrowers
and do not give Borrowers the right to require the Lenders to rescind or annul
any termination of the aforesaid obligations of the Lenders or Issuing Lenders
or  any  acceleration  hereunder,  even if the conditions set forth herein are
met.

     (c)  Enforcement.    The  Borrowers  acknowledge  that  in  the event the
          -----------
Borrowers  fail  to  perform,  observe  or  discharge  any of their respective
obligations  or  liabilities  under this Agreement or any other Loan Document,
any  remedy of law may prove to be inadequate relief to the Agent, the Issuing
Lenders  and  the  Lenders;  therefore,  Borrowers  agree  that the Agent, the
Issuing  Lenders  and the Lenders shall be entitled to temporary and permanent
injunctive  relief  in  any  such case without the necessity of proving actual
damages.

     8.2    Defaulting Lender.  In the event that any Lender fails to fund its
            -----------------
Revolving  Credit  Share  of  any Advance requested or deemed requested by any
Borrower  which  such  Lender  is  obligated  to  fund under the terms of this
Agreement (the funded portion of such Advance being hereinafter referred to as
a  "NON  PRO  RATA  LOAN"),  until  the  earlier of such Lender's cure of such
failure  and  the  termination of the Commitments, the proceeds of all amounts
thereafter  repaid  to the Agent by the Borrowers and otherwise required to be
applied  to such Lender's share of all other Obligations pursuant to the terms
of  this  Agreement  shall  be  advanced  to the Borrowers by the Agent ("CURE
LOANS")  on behalf of such Lender to cure, in full or in part, such failure by
such Lender, but shall nevertheless be deemed to have been paid to such Lender
in  satisfaction  of such other Obligations.  Notwithstanding anything in this
Agreement  to  the  contrary:

     (i)    the foregoing provisions of this Section 8.2 shall apply only with
                                             -----------
respect  to  the  proceeds of payments of Obligations and shall not affect the
conversion  or  continuation  of  Loans  pursuant  to  Section  2.6;
                                                       ------------

     (ii)    any such Lender shall be deemed to have cured its failure to fund
its  Revolving  Credit Share of any Advance at such time as an amount equal to
such  Lender's  original  Revolving  Credit  Share  of the requested principal
portion  of  such  Advance is fully funded to the applicable Borrower, whether
made  by  such Lender itself or by operation of the terms of this Section 8.2,
                                                                  -----------
and whether or not the Non Pro Rata Loan with respect thereto has been repaid,
converted  or  continued;

(iii)    regardless of whether or not a Default has occurred or is continuing,
and  notwithstanding  the  instructions  of  the applicable Borrower as to its
desired application, all repayments of principal which, in accordance with the
other  terms  of this Agreement, would be applied to the outstanding Base Rate
Loans  shall be applied first, ratably to all Base Rate Loans constituting Non
                        -----
Pro  Rata  Loans,  second,  ratably  to  Base  Rate  Loans  other  than  those
                   ------
constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate
                                                   -----
Loans  constituting  Cure  Loans;

     (iv)    for so long as and until the earlier of any such Lender's cure of
the  failure  to  fund  its  Revolving  Credit  Share  of  any Advance and the
termination  of  the  Commitments, the term "Required Lenders" for purposes of
this Agreement shall mean Lenders (excluding all Lenders whose failure to fund
their  respective  Revolving  Credit  Shares  of such Advance have not been so
cured)  whose  Pro  Rata  Shares  represent  at least sixty-six and two-thirds
(66-2/3%)  of  the  aggregate  Pro  Rata  Shares  of  such  Lenders;  and

     (v)    for  so  long  as  and until any such Lender's failure to fund its
Revolving  Credit  Share  of  any  Advance is cured in accordance with Section
                                                                       -------
8.2(ii),  (A)  such  Lender  shall  not  be entitled to any facility fees with
    ---
respect  to  its  Commitments and (B) such Lender shall not be entitled to any
    -
letter  of  credit  fees,  which facility fees and letter of credit fees shall
accrue  in  favor  of  the  performing  Lenders, shall be allocated among such
performing  Lenders  ratably  based  upon  their  relative  Commitments.

     8.3    Amendments.    Subject to the provisions of this Article VIII, the
            ----------                                       ------------
Required  Lenders  (or  the  Agent with the consent in writing of the Required
Lenders)  and  the Borrowers and Subsidiary Obligors may enter into agreements
supplemental  hereto  for the purpose of adding or modifying any provisions to
the  Loan Documents or changing in any manner the rights of the Lenders or the
Borrowers  or  the  Subsidiary  Obligors  hereunder  or  waiving  any  Default
hereunder;  provided,  however,  that  no  such  supplemental agreement shall,
            --------   -------
without  the  consent  of  each  Lender  affected  thereby:

     (i)   Postpone or extend the Termination Date or any other date fixed for
any  payment  of  principal  of,  or interest on, the Loans, the Reimbursement
Obligations  or  any fees or other amounts payable to such Lender (except with
respect  to (a) any modifications of the provisions relating to prepayments of
Loans and other Obligations and (b) a waiver of the application of the default
rate  of  interest  pursuant  to  Section  2.7  hereof).
                                  ------------

     (ii)    Reduce  the  principal amount of any Loans or L/C Obligations, or
reduce  the  rate  or  extend the time of payment of interest or fees thereon.

     (iii)    Reduce  the  percentage  specified in the definition of Required
Lenders  or  any  other  percentage  of Lenders specified to be the applicable
percentage  in  this  Agreement  to  act  on  specified  matters.

     (iv)    Increase  the  amount  of  the Commitment of any Lender hereunder
(except  with  respect  to an increase in any sublimits for any Types of Loans
within  the  Commitments).

     (v)    Permit  any  Borrower  to  assign its rights under this Agreement.

     (vi)    Amend  Section  2.24  or  this  Section  8.3.
                    -------------            ------------

     (vii)  Except as provided by Section 6.3(B)(iv) with respect to the sale,
                                  ------------------
dissolution or liquidation of certain Subsidiaries of the Company, release any
guarantor  of  all  or  any  part  of  the  Obligations  or  release  all  or
substantially  all  of  the  Collateral.

No amendment of any provision of this Agreement relating to the Agent shall be
effective  without  the  written  consent  of  the Agent.  No amendment of any
provision  of this Agreement relating to any Issuing Lender shall be effective
without the written consent of the Agent and each of the Issuing Lenders.  The
Agent  may  waive  payment  of  the fee required under Section 12.3(B) without
                                                       ---------------
obtaining  the  consent  of  any  of  the  Lenders.

     8.4    Preservation  of Rights.  No delay or omission of the Lenders, the
            -----------------------
Issuing  Lenders  or  the Agent to exercise any right under the Loan Documents
shall  impair  such  right or be construed to be a waiver of any Default or an
acquiescence  therein, and the making of a Loan or the issuance of a Letter of
Credit  notwithstanding  the  existence  of  a Default or the inability of the
Borrowers to satisfy the conditions precedent to such Loan or issuance of such
Letter  of Credit shall not constitute any waiver or acquiescence.  Any single
or  partial  exercise  of  any  such right shall not preclude other or further
exercise  thereof or the exercise of any other right, and no waiver, amendment
or  other  variation  of  the  terms,  conditions  or  provisions  of the Loan
Documents  whatsoever  shall  be valid unless in writing signed by the Lenders
required  pursuant to Section 8.3, and then only to the extent in such writing
                      -----------
specifically  set  forth.   All remedies contained in the Loan Documents or by
law  afforded shall be cumulative and all shall be available to the Agent, the
Issuing  Lenders and the Lenders until the Obligations have been paid in full.


ARTICLE  IX:    GENERAL  PROVISIONS
-----------------------------------

     9.1   Survival of Representations.  All representations and warranties of
           ---------------------------
the  Borrowers  and  Subsidiary  Obligors  contained  in  this Agreement shall
survive  delivery  of  this  Agreement  and  the  making  of  the Loans herein
contemplated.

     9.2    Governmental  Regulation.  Anything contained in this Agreement to
            ------------------------
the contrary notwithstanding, no Lender shall be obligated to extend credit to
the  Borrowers and neither the Agent nor any Issuing Lender shall be obligated
to  issue  any  Letter of Credit for the account of any Borrower or Subsidiary
Obligor  in  violation  of  any  limitation  or  prohibition  provided  by any
applicable  statute  or  regulation.

     9.3    Performance  of  Obligations.    Each  of  the  Borrowers  and the
            ----------------------------
Subsidiary Obligors agrees that the Agent may, but shall have no obligation to
(i)  at  any  time, pay or discharge taxes, liens, security interests or other
encumbrances levied or placed on or threatened against any Collateral and (ii)
after  the  occurrence  and during the continuance of a Default make any other
payment  or  perform  any  act  required of any Borrower or Subsidiary Obligor
under  any  Loan  Document  or  take  any  other action which the Agent in its
discretion deems necessary or desirable to protect or preserve the Collateral.
The  Agent  shall  use  its  best  efforts  to give the applicable Borrower or
Subsidiary  Obligor notice of any action taken under this Section 9.3 prior to
                                                          -----------
the  taking of such action or promptly thereafter provided the failure to give
such  notice  shall not affect the applicable Borrower's or Subsidiary Obligor
obligations  in  respect  thereof.    Each of the Borrowers and the Subsidiary
Obligors  agrees  to  pay  the Agent, upon demand, the principal amount of all
funds  advanced  by  the  Agent under this Section 9.3, together with interest
                                           -----------
thereon  at  the rate from time to time applicable to Base Rate Loans from the
date  of  such advance until the outstanding principal balance thereof is paid
in  full.    If  any  Borrower  or Subsidiary Obligor fails to make payment in
respect of any such advance under this Section 9.3 within one (1) Business Day
                                       -----------
after  the  date  such  Borrower or Subsidiary Obligor receives written demand
therefor  from the Agent, the Agent shall promptly notify each Lender and each
Lender  agrees that it shall thereupon make available to the Agent, in Dollars
in  immediately  available  funds,  the amount equal to such Lender's Pro Rata
Share  of  such advance.  If such funds are not made available to the Agent by
such Lender within one (1) Business Day after the Agent's demand therefor, the
Agent  will  be  entitled to recover any such amount from such Lender together
with  interest thereon at the Federal Funds Effective Rate for each day during
the  period  commencing on the date of such demand and ending on the date such
amount  is received.  The failure of any Lender to make available to the Agent
its  Pro  Rata  Share  of any such unreimbursed advance under this Section 9.3
                                                                   -----------
shall  neither  relieve  any  other Lender of its obligation hereunder to make
available  to  the Agent such other Lender's Pro Rata Share of such advance on
the  date  such payment is to be made nor increase the obligation of any other
Lender  to  make such payment to the Agent.  All outstanding principal of, and
interest on, advances made under this Section 9.3 shall constitute Obligations
                                      -----------
secured  by  the  Collateral  until  paid  in  full  by  the Borrowers and the
Subsidiary  Obligors.

     9.4    Headings.    Section  headings  in  the  Loan  Documents  are  for
            --------
convenience  of reference only, and shall not govern the interpretation of any
of  the  provisions  of  the  Loan  Documents.

     9.5    Entire  Agreement.  The Loan Documents embody the entire agreement
            -----------------
and understanding among the Borrowers, the Subsidiary Obligors, the Agent, and
the  Lenders and supersede all prior agreements and understandings relating to
the  subject  matter  thereof.

     9.6    Several  Obligations;  Benefits of this Agreement.  The respective
            -------------------------------------------------
obligations  of  the Lenders hereunder are several and not joint and no Lender
shall  be  the  partner  or  agent of any other.  The failure of any Lender to
perform  any  of  its obligations hereunder shall not relieve any other Lender
from  any of its obligations hereunder.  This Agreement shall not be construed
so as to confer any right or benefit upon any Person other than the parties to
this  Agreement  and  their  respective  successors  and  assigns.

     9.7    Expenses;  Indemnification.
            --------------------------

     (A)   Expenses.  Subject to the letter agreements dated February 25, 1998
           --------
and  November  3,  1997  among  the  Company,  the Agent and the Arranger with
respect  to  costs  and expenses incurred on or prior to the Closing Date, the
Borrowers  and  Subsidiary Obligors shall reimburse the Agent and the Arranger
for  any  reasonable  costs,  internal  charges  and  out-of-pocket  expenses
(including  attorneys'  and paralegals' fees and time charges of attorneys and
paralegals  for  the Agent or the Arranger, which attorneys and paralegals may
be  employees  of  the Agent or the Arranger) paid or incurred by the Agent or
Arranger in connection with the preparation, negotiation, execution, delivery,
syndication,  review,  amendment, modification, and administration of the Loan
Documents.    Each  of  the  Borrowers  and Subsidiary Obligors also agrees to
reimburse  the  Agent,  the  Lenders  and  the  Issuing Lenders for any costs,
internal  charges  and  out-of-pocket  expenses  (including  attorneys'  and
paralegals'  fees  and time charges of attorneys and paralegals for the Agent,
the  Lenders  and  the  Issuing Lenders, which attorneys and paralegals may be
employees  of  the Agent, the Lenders or the Issuing Lenders) paid or incurred
by  the  Agent,  any  Lender  or  any  Issuing  Lender  in connection with the
collection  of  the  Obligations  and  enforcement  of the Loan Documents.  In
addition  to  expenses  set  forth above, each of the Borrowers and Subsidiary
Obligors  agrees  to reimburse the Agent, promptly after the request therefor,
for  each  audit,  collateral analysis or other business analysis performed by
the Agent (or its authorized representative) for the benefit of the Lenders in
connection  with this Agreement or the other Loan Documents in an amount equal
to the Agent's then customary charges for each person employed to perform such
audit  or  analysis, plus all reasonable costs and expenses (including without
limitation,  travel expenses) incurred by the Agent in the performance of such
audit  or  analysis; provided, that each Borrower and Subsidiary Obligor shall
                     --------
only  be  responsible  for  expenses  in connection with one (1) such audit or
business  analysis  performed  with  respect  to  such  Borrower or Subsidiary
Obligor,  as  applicable, in any twelve-month period at a time when no Default
had  occurred or was continuing.  The Agent shall provide the Borrowers with a
detailed  statement of all reimbursements requested under this Section 9.7(A).
                                                               --------------

     (B)    Indemnity.   Each of the Borrowers and Subsidiary Obligors further
            ---------
agrees  to  defend,  protect,  indemnify,  and  hold  harmless  the Agent, the
Arranger,  each  and  all of the Lenders, each and all of the Issuing Lenders,
and each of their respective Affiliates, and each of such Agent's, Arranger's,
Lender's,  Issuing  Lender's  or  Affiliate's  respective officers, directors,
employees, attorneys and agents (including, without limitation, those retained
in  connection  with  the satisfaction or attempted satisfaction of any of the
conditions set forth in Article IV) (collectively, the "INDEMNITEES") from and
                        ----------
against  any  and  all  liabilities,  obligations, losses, damages, penalties,
actions,  judgments,  suits,  claims,  costs,  expenses  of any kind or nature
whatsoever  (including,  without  limitation,  the  fees  and disbursements of
counsel  for  such  Indemnitees  in  connection  with  any  investigative,
administrative  or  judicial proceeding, whether or not such Indemnitees shall
be  designated  a party thereto), imposed on, incurred by, or asserted against
such  Indemnitees  in  any  manner  relating  to  or  arising  out  of:

     (i)    this  Agreement,  the  other  Loan Documents, or any act, event or
transaction  related  or  attendant  thereto, the making of the Loans, and the
issuance  of  and participation in Letters of Credit hereunder, the management
of such Loans or Letters of Credit, the use or intended use of the proceeds of
the  Loans  or  Letters  of Credit hereunder, or any of the other transactions
contemplated  by  the  Loan  Documents;  or

     (ii)    any  liabilities, obligations, responsibilities, losses, damages,
personal  injury,  death,  punitive  damages,  economic damages, consequential
damages,  treble  damages,  intentional,  willful  or wanton injury, damage or
threat  to  the  environment,  natural  resources or public health or welfare,
costs  and  expenses  (including,  without  limitation,  attorney,  expert and
consulting  fees  and  costs  of investigation, feasibility or remedial action
studies),  fines,  penalties  and  monetary  sanctions,  interest,  direct  or
indirect,  known  or  unknown, absolute or contingent, past, present or future
relating  to  violation of any Environmental, Health or Safety Requirements of
Law  arising from or in connection with the past, present or future operations
of  the  Company,  its Subsidiaries or any of their respective predecessors in
interest,  or,  the  past,  present  or future environmental, health or safety
condition  of  any respective property of the Company or its Subsidiaries, the
presence  of  asbestos-containing  materials at any respective property of the
Company  or  its  Subsidiaries  or  the  Release  or threatened Release of any
Contaminant  into  the  environment (collectively, the "INDEMNIFIED MATTERS");

provided,  however,  the  Borrowers  and  Subsidiary  Obligors  shall  have no
--------   -------
obligation  to an Indemnitee hereunder with respect to (i) Indemnified Matters
-------
to  the  extent any such Indemnified Matter is found in a final non-appealable
judgment  by  a  court  of  competent  jurisdiction  to  have arisen from such
Indemnitee's gross negligence or wilful misconduct or (ii) Indemnified Matters
arising  solely  out  of  a dispute between the Agent or a dispute between any
Lender  and the Agent.  If the undertaking to indemnify, pay and hold harmless
set  forth  in  the  preceding  sentence  may  be  unenforceable because it is
violative  of  any law or public policy, the Borrowers and Subsidiary Obligors
shall  contribute the maximum portion which it is permitted to pay and satisfy
under  applicable  law,  to  the  payment  and satisfaction of all Indemnified
Matters  incurred  by  the  Indemnitees.

     (C)    Waiver  of  Certain  Claims;  Settlement  of  Claims.  Each of the
            ----------------------------------------------------
Borrowers  and  each  of  the  Subsidiary  Obligors  agrees to assert no claim
against  any  of  the Indemnitees on any theory of liability for consequential
damages,  indirect  damages,  exemplary damages, punitive damages or any other
similar  theory  of  damages  howsoever  categorized.   No settlement shall be
entered  into  by  the  Company or any if its Subsidiaries with respect to any
claim,  litigation, arbitration or other proceeding relating to or arising out
of  the  transaction  evidenced  by  this  Agreement  or  the  other  Loan
Documents(whether  or  not  the  Agent,  any Lender, any Issuing Lender or any
Indemnitee is a party thereto) unless such settlement releases all Indemnitees
from  any  and  all  liability    with  respect  thereto.

     (D)    Survival  of  Agreements.    The obligations and agreements of the
            ------------------------
Borrowers  and  Subsidiary  Obligors  under this Section 9.7 shall survive the
                                                 -----------
termination  of  this  Agreement.

     9.8    Numbers of Documents.  All statements, notices, closing documents,
            --------------------
and  requests  hereunder  shall  be  furnished  to  the  Agent with sufficient
counterparts  so  that  the  Agent  may  furnish  one  to each of the Lenders.

     9.9    Accounting.    Except  as  provided  to  the  contrary herein, all
            ----------
accounting  terms  used  herein  shall  be  interpreted  and  all  accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles.

     9.10    Severability  of  Provisions.  Any provision in any Loan Document
             ----------------------------
that  is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall,  as  to  that  jurisdiction,  be inoperative, unenforceable, or invalid
without  affecting  the  remaining  provisions  in  that  jurisdiction  or the
operation,  enforceability,  or  validity  of  that  provision  in  any  other
jurisdiction,  and  to  this  end  the  provisions  of  all Loan Documents are
declared  to  be  severable.

     9.11  Nonliability of Lenders.  The relationship among the Borrowers, the
           -----------------------
Subsidiary  Obligors  and  the Lenders, Issuing Lenders and the Agent shall be
solely  that of borrower and lender.  Neither the Agent nor any Lender nor any
Issuing  Lender  shall have any fiduciary responsibilities to the Borrowers or
to  the  Subsidiary  Obligors.    Neither  the  Agent, nor any Lender, nor any
Issuing  Lender  undertakes  any  responsibility  to  the  Borrowers  or  the
Subsidiary  Obligors  to review or inform the Borrowers or Subsidiary Obligors
of  any  matter  in  connection with any phase of the Borrowers' or Subsidiary
Obligors'  business  or  operations.

     9.12    GOVERNING  LAW.    THE AGENT ACCEPTS THIS AGREEMENT, ON BEHALF OF
             --------------
ITSELF,  THE  OTHER  AGENTS,  THE LENDERS AND THE ISSUING LENDERS, AT CHICAGO,
ILLINOIS  BY  ACKNOWLEDGING AND AGREEING TO IT THERE.  THIS AGREEMENT SHALL BE
GOVERNED  BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF ILLINOIS.  WITHOUT LIMITING THE FOREGOING, ANY DISPUTE BETWEEN
ANY  BORROWER OR ANY SUBSIDIARY OBLIGOR AND THE AGENT, ANY LENDER, ANY ISSUING
LENDER  OR  ANY  OTHER HOLDER OF SECURED OBLIGATIONS ARISING OUT OF, CONNECTED
WITH,  RELATED  TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM
IN  CONNECTION  WITH,  THIS  AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND
WHETHER  ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN
ACCORDANCE  WITH  THE  INTERNAL  LAWS  OF  THE  STATE  OF  ILLINOIS.

     9.13    CONSENT  TO  JURISDICTION;  SERVICE  OF  PROCESS;  JURY  TRIAL.
             --------------------------------------------------------------

     (A)    JURISDICTION.    EXCEPT AS PROVIDED IN SUBSECTION (B), EACH OF THE
            ------------                           --------------
PARTIES  HERETO  AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED
WITH,  RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION  WITH,  THIS  AGREEMENT  OR ANY OF THE OTHER LOAN DOCUMENTS WHETHER
ARISING  IN  CONTRACT, TORT, EQUITY, OR OTHERWISE, MAY BE RESOLVED EXCLUSIVELY
BY  STATE  OR  FEDERAL  COURTS  LOCATED  IN CHICAGO, ILLINOIS, BUT THE PARTIES
HERETO  ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY
A  COURT  LOCATED  OUTSIDE  OF  CHICAGO, ILLINOIS.  EACH OF THE PARTIES HERETO
WAIVES  IN  ALL DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION (A) ANY OBJECTION
                                                  --------------
THAT  IT  MAY  HAVE  TO  THE  LOCATION  OF  THE COURT CONSIDERING THE DISPUTE.

     (B)   OTHER JURISDICTIONS.  EACH OF THE BORROWERS AND SUBSIDIARY OBLIGORS
           -------------------
AGREES THAT THE AGENT, ANY LENDER, ANY ISSUING LENDER OR ANY HOLDER OF SECURED
OBLIGATIONS  SHALL  HAVE  THE  RIGHT  TO  PROCEED  AGAINST ANY BORROWER OR ANY
SUBSIDIARY  OBLIGOR  OR  ANY  BORROWER'S OR SUBSIDIARY OBLIGOR'S PROPERTY IN A
COURT  IN  ANY  LOCATION  TO  ENABLE  SUCH  PERSON  TO  (1)  OBTAIN  PERSONAL
JURISDICTION  OVER  SUCH  BORROWER OR SUBSIDIARY OBLIGOR OR (2) REALIZE ON THE
COLLATERAL  OR  ANY OTHER SECURITY FOR THE SECURED OBLIGATIONS OR TO ENFORCE A
JUDGMENT  OR  OTHER  COURT ORDER ENTERED IN FAVOR OF SUCH PERSON.  EACH OF THE
BORROWERS  AND  SUBSIDIARY  OBLIGORS  AGREES  THAT  IT  WILL  NOT  ASSERT  ANY
PERMISSIVE  COUNTERCLAIMS  IN  ANY PROCEEDING BROUGHT UNDER THIS CLAUSE (B) BY
                                                                 ----------
SUCH  PERSON  TO  REALIZE  ON  THE  COLLATERAL  OR  ANY OTHER SECURITY FOR THE
OBLIGATIONS  OR  TO  ENFORCE  A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH
PERSON  ALL  OF  WHICH  PERMISSIVE  COUNTERCLAIMS  MAY  BE BROUGHT ONLY IN THE
JURISDICTION  SET  FORTH  IN  CLAUSE  (A)  ABOVE.    EACH OF THE BORROWERS AND
                              -----------
SUBSIDIARY  OBLIGORS  WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF
THE  COURT  IN  WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS
SUBSECTION  (B).
  -------------

     (C)    VENUE.   EACH OF THE BORROWERS AND SUBSIDIARY OBLIGORS IRREVOCABLY
          -------
WAIVES  ANY  OBJECTION  (INCLUDING,  WITHOUT  LIMITATION, ANY OBJECTION OF THE
LAYING  OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY
                                            ----- --- ----------
NOW  OR  HEREAFTER  HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH
RESPECT  TO  THIS  AGREEMENT  OR  ANY  OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED  OR  DELIVERED  IN  CONNECTION HEREWITH IN ANY JURISDICTION SET FORTH
ABOVE.

     (D)  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
          --------------------
ANY  RIGHT  TO  HAVE  A  JURY  PARTICIPATE  IN  RESOLVING ANY DISPUTE, WHETHER
SOUNDING  IN  CONTRACT,  TORT,  OR  OTHERWISE, ARISING OUT OF, CONNECTED WITH,
RELATED  TO  OR  INCIDENTAL  TO  THE  RELATIONSHIP  ESTABLISHED  AMONG THEM IN
CONNECTION  WITH THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED  OR  DELIVERED  IN  CONNECTION  HEREWITH.  EACH OF THE PARTIES HERETO
AGREES  AND  CONSENTS  THAT  ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL  BE  DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY
FILE  AN  ORIGINAL  COUNTERPART  OR A COPY OF THIS AGREEMENT WITH ANY COURT AS
WRITTEN  EVIDENCE  OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
RIGHT  TO  TRIAL  BY  JURY.

     9.14   Subordination of Intercompany Indebtedness.  Each of the Borrowers
            ------------------------------------------
and  Subsidiary  Obligors  agrees  that any and all claims of such Borrower or
Subsidiary  Obligor  against  any  other Borrower, any Subsidiary Obligor, any
endorser,  obligor  or  any  other guarantor of all or any part of the Secured
Obligations, or against any of its properties shall be subordinate and subject
in  right of payment to the prior payment, in full and in cash, of all Secured
Obligations.   Notwithstanding any right of any Borrower or Subsidiary Obligor
to  ask,  demand, sue for, take or receive any payment from any other Borrower
or  any  Subsidiary  Obligor,  all rights, liens and security interests of any
Borrower or Subsidiary Obligor, whether now or hereafter arising and howsoever
existing,  in  any  assets  of  any  other  Borrower or any Subsidiary Obligor
(whether  constituting  part  of  Collateral  given  to  any Holder of Secured
Obligations  or  the Agent to secure payment of all or any part of the Secured
Obligations  or  otherwise) shall be and are subordinated to the rights of the
Holders  of Secured Obligations and the Agent in those assets.  No Borrower or
Subsidiary  Obligor shall have any right to possession of any such asset or to
foreclose upon any such asset, whether by judicial action or otherwise, unless
and  until  all  of  the  Secured Obligations (other than contingent indemnity
obligations)  shall  have  been  fully  paid  and  satisfied and all financing
arrangements  among  the  Borrowers,  Subsidiary  Obligors  and the Holders of
Secured  Obligations  have been terminated.  So long as any Default shall have
occurred  and  is continuing, if all or any part of the assets of any Borrower
or  Subsidiary  Obligor,  or  the  proceeds  thereof,  are  subject  to  any
distribution,  division  or  application  to the creditors of such Borrower or
Subsidiary Obligor, whether partial or complete, voluntary or involuntary, and
whether  by  reason  of  liquidation,  bankruptcy,  arrangement, receivership,
assignment  for the benefit of creditors or any other action or proceeding, or
if  the  business  of  any  Borrower  or Subsidiary Obligor is dissolved or if
substantially  all  of  the  assets  of any Borrower or Subsidiary Obligor are
sold,  then, and in any such event, any payment or distribution of any kind or
character,  either  in  cash,  securities  or  other  property, which shall be
payable  or  deliverable  upon or with respect to any indebtedness of any such
Borrower  or  Subsidiary  Obligor  to any other Borrower or Subsidiary Obligor
("INTERCOMPANY INDEBTEDNESS") shall be paid or delivered directly to the Agent
for application on any of the Secured Obligations, due or to become due, until
such  Secured  Obligations (other than contingent indemnity obligations) shall
have  first  been  fully paid and satisfied.  The Borrowers and the Subsidiary
Obligors  irrevocably  authorize  and  empower  the  Agent to demand, sue for,
collect  and  receive  every such payment or distribution and give acquittance
therefor  and to make and present for and on behalf of the applicable Borrower
or  Subsidiary Obligor such proofs of claim and take such other action, in the
Agent's  own  name  or  in  the  name of the applicable Borrower or Subsidiary
Obligor  or  otherwise,  as  the Agent may deem necessary or advisable for the
enforcement  of  this  Section  9.14;  provided,  that the Agent agrees not to
                       -------------   --------
exercise  such  powers unless a Default shall have occurred and is continuing.
The  Agent  may  vote such proofs of claim in any such proceeding, receive and
collect  any and all dividends or other payments or disbursements made thereon
in  whatever form the same may be paid or issued and apply the same on account
of any of the Secured Obligations.  Should any payment, distribution, security
or  instrument  or  proceeds thereof be received by any Borrower or Subsidiary
Obligor  upon  or  with respect to the Intercompany Indebtedness at any time a
Default shall have occurred and be continuing and prior to the satisfaction of
all  of  the Secured Obligations (other than contingent indemnity obligations)
and  the  termination  of  all financing arrangements among the Borrowers, the
Subsidiary  Obligors  and  the  Holders of Secured Obligations, the applicable
Borrower  or  Subsidiary  Obligor shall receive and hold the same in trust, as
trustee,  for  the  benefit of the Holders of Secured Obligations and shall so
long as any Default shall have occurred and be continuing promptly deliver the
same  to  the Agent, for the benefit of the Holders of Secured Obligations, in
precisely  the  form received (except for the endorsement or assignment of the
Borrower  where necessary), for application to any of the Secured Obligations,
due  or  not  due, and, until so delivered, the same shall be held in trust by
the  Borrower  or  Subsidiary  Obligor,  as applicable, as the property of the
Holders  of  Secured Obligations.  If any Borrower or Subsidiary Obligor fails
to  make  any such endorsement or assignment to the Agent, the Agent or any of
its  officers  or  employees  are irrevocably authorized to make the same.  So
long  as  any Default shall have occurred and is continuing, the Borrowers and
Subsidiary  Obligors  agree that until the Secured Obligations (other than the
contingent  indemnity  obligations)  have  been  paid  in  full  (in cash) and
satisfied  and  all  financing  arrangements  among  the Borrowers, Subsidiary
Obligors  and  the  Holders  of  Secured Obligations have been terminated, the
Borrowers  and  Subsidiary  Obligors will not assign or transfer to any Person
(other  than  the  Agent) any claim such Borrower or Subsidiary Obligor has or
may  have  against  any  other  Borrower  or  Subsidiary  Obligor.

     9.15    No  Strict  Construction.    The parties hereto have participated
             ------------------------
jointly  in  the  negotiation and drafting of this Agreement.  In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship  of  any  provisions  of  this  Agreement.

ARTICLE  X:    THE  AGENT
-------------------------

     10.1    Appointment;  Nature  of  Relationship.    ABN  AMRO Bank N.V. is
             --------------------------------------
appointed  by  the Lenders (each reference in this Article X to a Lender being
                                                   ---------
in  its capacity either as a Lender or an Issuing Lender, or any or all of the
foregoing) as the Agent hereunder and under each other Loan Document, and each
of  the  Lenders  irrevocably  authorizes  the Agent to act as the contractual
representative  of  such Lender with the rights and duties expressly set forth
herein  and  in  the  other  Loan  Documents.  The Agent agrees to act as such
contractual  representative  upon  the  express  conditions  contained in this
Article  X.  Notwithstanding  the  use  of  the  defined  term  "Agent," it is
     -----
expressly  understood  and  agreed that the Agent shall not have any fiduciary
     ---
responsibilities  to any Lender by reason of this Agreement and that the Agent
is  merely  acting as the representative of the Lenders with only those duties
as are expressly set forth in this Agreement and the other Loan Documents.  In
its  capacity  as  the Lenders' contractual representative, the Agent (i) does
not  assume  any  fiduciary  duties  to  any  of  the  Lenders,  (ii)  is  a
"representative"  of  the  Lenders  within the meaning of Section 9-105 of the
Uniform  Commercial Code and (iii) is acting as an independent contractor, the
rights  and  duties  of which are limited to those expressly set forth in this
Agreement  and the other Loan Documents.  Each of the Lenders agrees to assert
no  claim  against  the  Agent  on  any  agency  theory or any other theory of
liability  for  breach  of  fiduciary  duty,  all  of which claims each Lender
waives.

     10.2    Powers.   The Agent shall have and may exercise such powers under
             ------
the  Loan Documents as are specifically delegated to the Agent by the terms of
each  thereof, together with such powers as are reasonably incidental thereto.
The  Agent shall have no implied duties or fiduciary duties to the Lenders, or
any obligation to the Lenders to take any action hereunder or under any of the
other  Loan  Documents  except  any  action  specifically provided by the Loan
Documents  required  to  be  taken  by  the  Agent.

     10.3    General  Immunity.    Neither the Agent nor any of its respective
             -----------------
directors,  officers,  agents  or  employees  shall  be  liable  to any of the
Borrowers,  the  Subsidiary Obligors, the Lenders or any Lender for any action
taken  or  omitted to be taken by it or them hereunder or under any other Loan
Document  or in connection herewith or therewith except to the extent any such
action  or  inaction is found in a final non-appealable judgment by a court of
competent  jurisdiction  to  have  arisen from the gross negligence or willful
misconduct  of  such  Person.

     10.4    No  Responsibility  for  Loans,  Creditworthiness,  Collateral,
             ---------------------------------------------------------------
Recitals,  Etc.    Neither  the  Agent  nor  any  of its respective directors,
        -------
officers,  agents  or  employees  shall be responsible for or have any duty to
ascertain,  inquire  into,  or  verify  (i)  any  statement,  warranty  or
representation  made  in  connection  with  any Loan Document or any borrowing
hereunder;  (ii)  the  performance  or  observance  of any of the covenants or
agreements  of  any obligor under any Loan Document; (iii) the satisfaction of
any  condition  specified  in  Article  IV;  (iv)  the  existence  or possible
                               -----------
existence  of any Default or (v) the validity, effectiveness or genuineness of
any  Loan  Document or any other instrument or writing furnished in connection
therewith.  The Agent shall not be responsible to any Lender for any recitals,
statements,  representations  or warranties herein or in any of the other Loan
Documents,  for  the  perfection or priority of any of the Liens on any of the
Collateral,  or  for  the  execution,  effectiveness,  genuineness,  validity,
legality,  enforceability, collectibility, or sufficiency of this Agreement or
any  of  the other Loan Documents or the transactions contemplated thereby, or
for  the  financial  condition  of any Subsidiary Obligor of any or all of the
Obligations,  the  Company  or  any  of  its  Subsidiaries.

     10.5  Action on Instructions of Lenders.  The Agent shall in all cases be
           ---------------------------------
fully  protected  in acting, or in refraining from acting, hereunder and under
any  other Loan Document in accordance with written instructions signed by the
Required  Lenders  (except with respect to actions that require the consent of
all  of the Lenders as provided in Section 8.3), and such instructions and any
                                   -----------
action taken or failure to act pursuant thereto shall be binding on all of the
Lenders  and  on all Holders of Secured Obligations.  The Agent shall be fully
justified  in  failing  or refusing to take any action hereunder and under any
other  Loan  Document unless it shall first be indemnified to its satisfaction
by  the  Lenders pro rata against any and all liability, cost and expense that
it  may  incur  by  reason  of  taking  or continuing to take any such action.

     10.6   Employment of Agents and Counse.  The Agent may execute any of its
            -------------------------------
duties  hereunder  and  under any other Loan Document by or through employees,
agents,  and  attorneys-in-fact,  and  shall not be answerable to the Lenders,
except  as to money or securities received by it or its authorized agents, for
the  default or misconduct of any such agents or attorneys-in-fact selected by
it  with  reasonable  care.   The Agent shall be entitled to advice of counsel
concerning the contractual arrangement among the Agent and the Lenders, as the
case  may be, and all matters pertaining to its duties hereunder and under any
other  Loan  Document.

     10.7  Reliance on Documents; Counse.  The Agent shall be entitled to rely
           -----------------------------
upon any notice, consent, certificate, affidavit, letter, telegram, statement,
paper  or  document  believed by it to be genuine and correct and to have been
signed  or  sent  by  the  proper  person or persons, and, in respect to legal
matters,  upon the opinion of counsel selected by the Agent, which counsel may
be  employees  of  the  Agent.

     10.8    The Agent's Reimbursement and Indemnification.  The Lenders agree
             ---------------------------------------------
to reimburse and indemnify the Agent ratably in proportion to their respective
Pro  Rata  Shares  (i)  for  any  amounts  not  reimbursed by the Borrowers or
Subsidiary  Obligors  for  which  the  Agent  is  entitled to reimbursement or
indemnification  by  the  Borrowers  or  Subsidiary  Obligors  under  the Loan
Documents,  (ii) for any other expenses incurred by the Agent on behalf of the
Lenders,  in  connection  with  the  preparation,  execution,  delivery,
administration  and enforcement of the Loan Documents including as a result of
a dispute among the Lenders or between any Lender and the Agent, and (iii) for
any  liabilities, obligations, losses, damages, penalties, actions, judgments,
suits,  costs,  expenses  or  disbursements  of any kind and nature whatsoever
which  may be imposed on, incurred by or asserted against the Agent in any way
relating  to  or  arising  out  of  the  Loan  Documents or any other document
delivered in connection therewith or the transactions contemplated thereby, or
the  enforcement  of  any of the terms thereof or of any such other documents,
including as a result of a dispute among the Lenders or between any Lender and
the  Agent,   provided that no Lender shall be liable for any of the foregoing
to the extent any of the foregoing is found in a final non-appealable judgment
by  a court of competent jurisdiction to have arisen from the gross negligence
or  willful  misconduct  of  the  Agent.


     10.9  Rights as a Lender.  With respect to its Commitments, Loans made by
           ------------------
it  and  Letters  of Credit issued by it as an Issuing Lender, the Agent shall
have the same rights and powers hereunder and under any other Loan Document as
any Lender and may exercise the same as through it were not the Agent, and the
term  "Lender"  or  "Lenders"  or  "Issuing  Lender"  or "Issuing Lenders", as
applicable,  shall,  unless the context otherwise indicates, include the Agent
in  its  individual  capacity.  The Agent may accept deposits from, lend money
to,  enter  into Hedging Agreements and generally engage in any kind of trust,
debt,  equity  or other transaction, in addition to those contemplated by this
Agreement  or  any  other  Loan  Document,  with  the  Company  or  any of its
Subsidiaries  in which such Person is not prohibited hereby from engaging with
any  other  Person.

     10.10    Lender  Credit  Decision.  Each Lender acknowledges that it has,
              ------------------------
independently  and  without  reliance  upon  the Agent or any other Lender and
based  on  the financial statements prepared by the Company, the Borrowers and
the  Subsidiary  Obligors  and  such other documents and information as it has
deemed  appropriate,  made  its own credit analysis and decision to enter into
this  Agreement  and  the other Loan Documents.  Each Lender also acknowledges
that  it  will, independently and without reliance upon the Agent or any other
Lender  and  based  on  such  documents  and  information  as  it  shall  deem
appropriate  at  the time, continue to make its own credit decisions in taking
or  not  taking  action  under  this  Agreement  and the other Loan Documents.

     10.11    Successor  Agent.    The  Agent may resign at any time by giving
              ----------------
written  notice  thereof  to  the  Lenders  and  the Borrowers.  Upon any such
resignation,  the  Required Lenders shall have the right to appoint, on behalf
of  the  Borrowers  and the Lenders, a successor Agent.  If no successor Agent
shall  have  been so appointed by the Required Lenders and shall have accepted
such  appointment  within thirty days after the retiring Agent's giving notice
of  resignation,  then  the  retiring  Agent  may  appoint,  on  behalf of the
Borrowers and the Lenders, a successor Agent.  Notwithstanding anything herein
to  the  contrary,  so long as no Default has occurred and is continuing, each
such  successor  Agent  shall  be  subject  to  approval by the Company, which
approval  shall not be unreasonably withheld.  Such successor Agent shall be a
commercial bank having capital and retained earnings of at least $500,000,000.
Upon  the  acceptance of any appointment as the Agent hereunder by a successor
Agent,  such successor Agent shall thereupon succeed to and become vested with
all  the  rights, powers, privileges and duties of the retiring Agent, and the
retiring  Agent  shall be discharged from its duties and obligations hereunder
and  under  the  other Loan Documents.  After any retiring Agent's resignation
hereunder  as Agent, the provisions of this Article X shall continue in effect
                                            ---------
for  its  benefit in respect of any actions taken or omitted to be taken by it
while it was acting as the Agent hereunder and under the other Loan Documents.

     10.12    Collateral Documents.  Each Lender authorizes the Agent to enter
              --------------------
into  each  of the Collateral Documents to which it is a party and to take all
action  contemplated  by  such  documents.   Each Lender agrees that no Lender
shall have the right individually to seek to realize upon the security granted
by  any  Collateral  Document, it being understood and agreed that such rights
and  remedies  may  be  exercised  solely  by the Agent for the benefit of the
Holders  of  Secured  Obligations  upon the terms of the Collateral Documents.

     10.13.   No Duties Imposed Upon Syndication Agent, Documentation Agent or
              ----------------------------------------------------------------
Arranger.  None of the Persons identified on the cover page to this Agreement,
--------
the  signature  pages  to  this  Agreement or otherwise in this Agreement as a
"Syndication  Agent"  or  "Documentation  Agent"  or "Arranger" shall have any
right,  power,  obligation,  liability,  responsibility  or  duty  under  this
Agreement  other  than  those  applicable  to  all  Lenders  as such.  Without
limiting  the  foregoing,  none of the Lenders identified on the cover page to
this  Agreement,  the  signature  pages to this Agreement or otherwise in this
Agreements  as  a  "Syndication  Agent" or "Documentation Agent" or "Arranger"
shall  have  or  be  deemed  to  have  any  fiduciary  duty  to  or  fiduciary
relationship  with  any  Lender.    In addition to the agreements set forth in
Section  10.10,  each  of the Lenders acknowledges that it has not relied, and
    ----------
will  not  rely, on any of the Lenders so identified in deciding to enter into
this  Agreement  or  in  taking  or  not  taking  action  hereunder.


ARTICLE  XI:    SETOFF;  RATABLE  PAYMENTS
------------------------------------------

     11.1    Setoff.  In addition to, and without limitation of, any rights of
             ------
the Lenders or Issuing Lenders under applicable law, if any Default occurs and
is  continuing,  any  indebtedness from any Lender or Issuing Lender to any of
the  Borrowers or Subsidiary Obligors (including all account balances, whether
provisional  or final and whether or not collected or available) may be offset
and  applied  toward the payment of the Obligations owing to such Lender, such
Issuing  Lender  and the other Obligations, whether or not the Obligations, or
any  part  hereof,  shall  then  be  due.

     11.2    Ratable Payments.  If any Lender, whether by setoff or otherwise,
             ----------------
has  payment  made to it upon its Loans (other than payments received pursuant
to Sections 3.1, 3.2 or 3.4) in a greater proportion than that received by any
   ------------  ---    ---
other  Lender, such Lender agrees, promptly upon demand, to purchase a portion
of the Loans held by the other Lenders so that after such purchase each Lender
will  hold  its  ratable  proportion  of  Loans.    If  any Lender, whether in
connection  with  setoff  or  amounts  which  might  be  subject  to setoff or
otherwise,  receives collateral or other protection for its Obligation or such
amounts  which  may  be  subject  to setoff, such Lender agrees, promptly upon
demand,  to  take  such  action  necessary  such that all Lenders share in the
benefits  of such collateral ratably in proportion to the obligations owing to
them.    In case any such payment is disturbed by legal process, or otherwise,
appropriate  further  adjustments  shall  be  made.

     11.3  Application of Payments.  Subject to the provisions of Section 8.2,
           -----------------------                                -----------
the  Agent  shall, unless otherwise specified at the direction of the Required
Lenders  which  direction  shall  be consistent with the last sentence of this
Section 11.3, apply all payments and prepayments in respect of any Obligations
   ---------
and  all  proceeds  of  Collateral  in  the  following  order:

     (A)    first, to pay interest on and then principal of any portion of the
Loans  which the Agent may have advanced on behalf of any Lender for which the
Agent  has  not  then  been  reimbursed  by  such  Lender  or  the Borrower or
Subsidiary  Obligor;

     (B)    second,  to pay interest on and then principal of any advance made
under  Section 9.3 for which the Agent has not then been paid by the Borrowers
       -----------
or  the  Subsidiary  Obligors  or  reimbursed  by  the  Lenders;

     (C)    third,  to  pay  Obligations  in  respect  of  any  fees,  expense
reimbursements  or  indemnities  then  due  to  the  Agent;

     (D)    fourth,  to  pay  Obligations  in  respect  of any fees, expenses,
reimbursements  or  indemnities  then  due  to the Lenders and Issuing Lender;

     (E)   fifth, to pay interest due in respect of Loans and L/C Obligations;

     (F)  sixth, to the ratable payment or prepayment of principal outstanding
on  Loans  and Reimbursement Obligations and Hedging Obligations in such order
as  the  Agent  may  determine  in  its  sole  discretion;

     (G)    seventh,  to  provide  required cash collateral if any pursuant to
Section  2.19;  and
    ---------

     (H)    eighth,  to  the  ratable  payment  of  all  other  Obligations.

Unless  otherwise designated (which designation shall only be applicable prior
to  the  occurrence  of a Default) by the Borrowers, all principal payments in
respect of Loans shall be applied first, to repay outstanding Base Rate Loans,
                                  -----
and  then  to  repay  outstanding Eurodollar Loans and Korean Eurodollar Loans
     ----
with  those Eurodollar Loans and Korean Eurodollar Loans, as applicable, which
have  earlier expiring Interest Periods being repaid prior to those which have
later  expiring  Interest  Periods.    The order of priority set forth in this
Section 11.3 and the related provisions of this Agreement are set forth solely
    --------
to  determine the rights and priorities of the Agent, the Lenders, the Issuing
Lender  and other Holders of Secured Obligations as among themselves.  As long
as  a Default shall have occurred and is continuing, the order of priority set
forth in clauses (D) through (H) of this Section 11.3 may at any time and from
         -----------         ---         ------------
time to time be changed by the Required Lenders without necessity of notice to
or  consent  of  or approval by the Borrowers, the Subsidiary Obligors, or any
other  Person.   The order of priority set forth in clauses (A) through (C) of
                                                    -----------         ---
this  Section  11.3  may be changed only with the prior written consent of the
      -------------
Agent.

     11.4    Relations  Among  Lenders
             -------------------------

     (a)   Except with respect to the exercise of set-off rights of any Lender
in  accordance  with  Section  11.1,  the  proceeds  of  which  are applied in
                      -------------
accordance  with  this Agreement, and each Lender agrees that it will not take
any  action,  nor  institute any actions or proceedings, against any Borrower,
any  Subsidiary  Obligor or any other obligor hereunder or with respect to any
Collateral or Loan Document, without the prior written consent of the Required
Lenders  or, as may be provided in this Agreement or the other Loan Documents,
at  the  direction  of  the  Agent.

     (b)  The Lenders are not partners or co-venturers, and no Lender shall be
liable  for the acts or omissions of, or (except as otherwise set forth herein
in  case  of  the  Agent)  authorized  to  act  for,  any  other  Lender.


ARTICLE  XII:    BENEFIT  OF  AGREEMENT;  ASSIGNMENTS;  PARTICIPATIONS
----------------------------------------------------------------------

     12.1    Successors  and  Assigns.    The terms and provisions of the Loan
             ------------------------
Documents shall be binding upon and inure to the benefit of the Borrowers, the
Subsidiary  Obligors  and  the  Lenders  and  their  respective successors and
assigns,  except  that  (i) none of the Borrowers or Subsidiary Obligors shall
have  the right to assign their rights or obligations under the Loan Documents
and  (ii) any assignment by any Lender must be made in compliance with Section
                                                                       -------
12.3 hereof.  Notwithstanding clause (ii) of this Section 12.1, any Lender may
----                          -----------         ------------
at  any  time,  without the consent of any Borrower, any Subsidiary Obligor or
the  Agent,  assign  all or any portion of its rights under this Agreement, if
any,  issued  to it to a Federal Reserve Bank; provided, however, that no such
                                               --------  -------
assignment shall release the transferor Lender from its obligations hereunder.
The  Agent may treat each Lender as the owner of the Loans made by such Lender
for  all  purposes  hereof  unless and until such Lender complies with Section
                                                                       -------
12.3  hereof in the case of an assignment thereof or, in the case of any other
   -
transfer,  a  written  notice  of  the  transfer is filed with the Agent.  Any
assignee  or  transferee of a Loan agrees by acceptance thereof to be bound by
all the terms and provisions of the Loan Documents.  Any request, authority or
consent  of  any Person, who at the time of making such request or giving such
authority or consent is the owner of any Loan, shall be conclusive and binding
on  any  subsequent  holder,  transferee  or  assignee  of  such  Loan.

     12.2    Participations.
             --------------

     (A)    Permitted Participants; Effect.  Subject to the terms set forth in
            ------------------------------
this  Section 12.2, any Lender may, in the ordinary course of its business and
      ------------
in  accordance  with  applicable law, at any time sell to one or more banks or
other  entities  ("PARTICIPANTS") participating interests in any Loan owing to
such Lender, any Commitment of such Lender, any L/C Interest of such Lender or
any  other  interest  of such Lender under the Loan Documents on a pro-rata or
non-pro-rata  basis;  provided  that  without the prior written consent of the
                      --------
Agent, the amount of such participation shall not be for less than $5,000,000.
Notice  of  such  participation to the Company and the Agent shall be required
prior  to  any  participation becoming effective with respect to a Participant
which  is not a Lender or an Affiliate thereof.  In the event of any such sale
by  a  Lender  of  participating  interests  to  a  Participant, such Lender's
obligations under the Loan Documents shall remain unchanged, such Lender shall
remain  solely  responsible to the other parties hereto for the performance of
such  obligations,  such Lender shall remain the owner of all Loans made by it
for  all  purposes  under  the  Loan  Documents,  all  amounts  payable by the
Borrowers  and Subsidiary Obligors under this Agreement shall be determined as
if  such  Lender had not sold such participating interests, and the Borrowers,
Subsidiary  Obligors  and the Agent shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations under
the  Loan  Documents  except  that,  for  purposes  of Article III hereof, the
                                                       -----------
Participants  shall  be  entitled  to the same rights as if they were Lenders;
provided  however that no Participant shall be entitled to receive any greater
   -----  -------
payment  under  such  Article  III than the Lender would have been entitled to
                      ------------
receive  with  respect  to  the  rights  participated.

     (B)   Voting Rights.  Each Lender shall retain the sole right to approve,
           -------------
without  the consent of any Participant, any amendment, modification or waiver
of  any provision of the Loan Documents other than any amendment, modification
or waiver with respect to any Loan or Commitment in which such Participant has
an  interest  which  requires  the consent of all of the Lenders under Section
                                                                       -------
8.3.

     (C)   Benefit of Setoff.  The Borrowers and the Subsidiary Obligors agree
           -----------------
that  each Participant shall be deemed to have the right of setoff provided in
Section  11.1 hereof in respect to its participating interest in amounts owing
-------------
under  the  Loan  Documents  to  the  same  extent  as  if  the  amount of its
participating  interest  were  owing directly to it as a Lender under the Loan
Documents, provided that each Lender shall retain the right of setoff provided
           --------
in  Section  11.1 hereof with respect to the amount of participating interests
    -------------
sold  to  each Participant except to the extent such Participant exercises its
right  of set off.  The Lenders agree to share with each Participant, and each
Participant,  by  exercising  the  right  of  setoff  provided in Section 11.1
                                                                  ------------
hereof,  agrees to share with each Lender, any amount received pursuant to the
exercise  of its right of setoff, such amounts to be shared in accordance with
Section  11.2  as  if  each  Participant  were  a  Lender.
-------------

     12.3    Assignments.
             -----------

     (A)    Permitted  Assignments.  Any Lender may, in the ordinary course of
            ----------------------
its  business and in accordance with applicable law, at any time assign to one
or  more banks or other entities ("PURCHASERS") all or a portion of its rights
and  obligations  under  this  Agreement,  including,  without limitation, any
Commitments,  any  Loans  owing  to it, all of its interests as Issuing Lender
with  respect  to  Letters  of  Credit,  all of its participation interests in
existing  Letters  of  Credit  and its obligation to participate in additional
Letters  of  Credit  in  accordance  with the provisions of this Section 12.3.
                                                                 ------------
Such  assignment  shall  be substantially in the form of Exhibit D hereto and,
                                                         ---------
without  the  prior  consent  of  the  Agent, shall not be permitted hereunder
unless  (i)  such  assignment  is  either  for all of such Lender's rights and
obligations  under  the Loan Documents or involves Loans and Commitments in an
aggregate  amount  of at least $5,000,000 and (ii) the Purchaser shall be able
to  fund  in Korean Won its share of any Advance requested or deemed requested
in  Korean  Won by Purina Korea, Inc.  Notice to the Agent and the Company and
consent  of the Company and the Agent (which consents will not be unreasonably
withheld)  shall  be  required  prior to an assignment becoming effective with
respect  to  a  Purchaser  which  is  not  a  Lender  or an Affiliate thereof;
provided,  however,  no  consent  of  the  Company  shall  be required for any
           -------
assignment  to  become  effective at a time when a Default has occurred and is
continuing.

     (B)   Effect; Effective Date.  Upon (i) delivery to the Agent of a notice
           ----------------------
of  assignment,  substantially in the form attached as Appendix I to Exhibit D
                                                       ----------    ---------
hereto  (a  "NOTICE  OF  ASSIGNMENT"),  together  with any consent required by
Section  12.3(A)  hereof,  and  (ii)  payment of a $3,500 fee to the Agent for
     -----------
processing  such  assignment,  such  assignment  shall become effective on the
effective  date  specified  in  such  Notice  of  Assignment.    The Notice of
Assignment  shall contain a representation by the Purchaser to the effect that
none  of  the consideration used to make the purchase of the Commitment, Loans
and  L/C  Obligations  under  the  applicable  assignment  agreement are "plan
assets"  as  defined  under  ERISA  and  that  the rights and interests of the
Purchaser  in  and  under  the  Loan Documents will not be "plan assets" under
ERISA.  On and after the effective date of such assignment, such Purchaser, if
not  already  a  Lender,  shall  for  all  purposes  be a Lender party to this
Agreement  and any other Loan Documents executed by the Lenders and shall have
all  the  rights  and obligations of a Lender under the Loan Documents, to the
same  extent  as if it were an original party hereto, and no consent or action
by  any  of  the  Borrowers, Subsidiary Obligors or the Lenders and no further
consent  or  action  by  the Agent shall be required to release the transferor
Lender  with respect to the percentage of the Commitments, Loans and Letter of
Credit  participations  assigned  to such Purchaser.  Upon the consummation of
any  assignment  to a Purchaser pursuant to this Section 12.3(B), if requested
                                                 ---------------
by  the  transferor  Lender or Purchaser, the transferor Lender, the Agent and
the Borrowers shall make appropriate arrangements so that, to the extent notes
have  been  issued to evidence any of the transferred Loans, replacement notes
are  issued  to  such  transferor  Lender  and  new  notes or, as appropriate,
replacement  notes,  are  issued  to such Purchaser, in each case in principal
amounts reflecting their Commitments, as adjusted pursuant to such assignment.

     (C)    The Register.  The Agent shall maintain at its address referred to
            ------------
in  Section  13.1  a  copy  of each assignment delivered to and accepted by it
    -------------
pursuant  to  this  Section  12.3  and  a  register  (the  "REGISTER") for the
   -                -------------
recordation  of  the names and addresses of the Lenders and the Commitments of
   -
and  principal amount of the Loans owing to, each Lender from time to time and
whether  such  Lender  is an original Lender or the assignee of another Lender
pursuant  to  an  assignment  under  this  Section  12.3.   The entries in the
                                           -------------
Register  shall  be  conclusive  and binding for all purposes, absent manifest
error, and the Company and each of its Subsidiaries, the Agent and the Lenders
may  treat  each  Person  whose  name  is recorded in the Register as a Lender
hereunder for all purposes of this Agreement.  The Register shall be available
for  inspection by the Borrowers or any Lender at any reasonable time and from
time  to  time  upon  reasonable  prior  notice.

     12.4    Confidentiality.    Subject  to  Section  12.5, the Agent and the
             ---------------                  -------------
Lenders  shall  hold  all  nonpublic  information  obtained  pursuant  to  the
requirements  of  this  Agreement  in  accordance with such Person's customary
procedures  for  handling  confidential  information  of  this  nature  and in
accordance  with  safe and sound banking practices.  Each of the Agent and the
Lenders  agrees that it will not make use of any such confidential information
for  personal  gain  or for transactions other than those contemplated by this
Agreement,  except  to  the  extent  that  such information (i) was or becomes
generally  available  to  the  public  other than as a result of disclosure by
such  Agent  or  such  Lender,  or  (ii)  was  or  becomes  available  on  a
nonconfidential  basis  from  a  source  other  than  the  Company  and  its
Subsidiaries  provided  that  such  source  is  not bound by a confidentiality
agreement  known  to  such  Agent  or such Lender; provided, however, that the
                                                   --------  -------
Agent  and  any  Lender  may  disclose  such information (A) at the request or
pursuant to any requirement of any Governmental Authority  to which such Agent
or  such  Lender is subject or in connection with an examination of such Agent
or such Lender by any such Governmental Authority; (B) pursuant to subpoena or
other  court process (and shall use its best efforts to provide advance notice
thereof  to  the extent foreseeable and permitted); (C) when required to do so
in  accordance  with  the provisions of any applicable requirement of law (and
shall  use  its  best  efforts to provide advance notice thereof to the extent
foreseeable  and  permitted);  (D)  to  the  extent  reasonably  required  in
connection with any litigation or proceeding to which the Agent, any Lender or
their  respective  affiliates  may  be  party;  (E)  to  the extent reasonably
required  in connection with the exercise of any remedy hereunder or under any
other  Loan  Document;  (F)  to  such  Agent's  or  such  Lender's independent
auditors,  accountants,  attorneys and other professional advisors; (G) to any
affiliate  of  the  Agent  or  such  Lender, or to any prospective Transferee,
provided  that  such  affiliate  or prospective Transferee agrees to keep such
information  confidential  to  the  same  extent required of the Agent and the
Lenders  hereunder  (and,  so  long  as  no Default shall have occurred and is
continuing, shall use its best efforts to provide advance notice thereof); and
(H)  as expressly permitted under the terms of any other document or agreement
regarding  confidentiality  to which the Company or any of its Subsidiaries is
party  or  is deemed party with such Agent or such Lender.   In any event, the
Agent and the Lenders may make disclosure reasonably required by a prospective
Transferee  in connection with the contemplated participation or assignment or
as  required  or  requested  by  any  Governmental Authority or representative
thereof  or pursuant to legal process and shall require any such Transferee or
prospective  Transferee to agree (and require any of its Transferees to agree)
to  comply  with this Section 12.4.  In no event shall the Agent or any Lender
                      ------------
be obligated or required to return any materials furnished by the Borrowers or
Subsidiary  Obligors;  provided, however, each prospective Transferee shall be
                       --------  -------
required  to  agree  that  if  it does not become a participant or assignee it
shall return all materials furnished to it by or on behalf of the Borrowers or
Subsidiary  Obligors  in  connection  with  this  Agreement.

     12.5  Dissemination of Information.  Each of the Borrowers and Subsidiary
           ----------------------------
Obligors authorizes each Lender to disclose to any Participant or Purchaser or
any  other  Person acquiring an interest in the Loan Documents by operation of
law  (each  a  "TRANSFEREE")  and  any  prospective  Transferee  any  and  all
information  in  such  Lender's  possession  concerning  the  Company  and its
Subsidiaries  and  the Collateral; provided that prior to any such disclosure,
                                   --------
such prospective Transferee shall agree to preserve in accordance with Section
                                                                       -------
12.4  the  confidentiality  of any confidential information described therein.
----


ARTICLE  XIII:    NOTICES
-------------------------

     13.1   Giving Notice.  Except as otherwise permitted by Section 2.11 with
            -------------                                    ------------
respect to borrowing notices, all notices and other communications provided to
any  party hereto under this Agreement or any other Loan Documents shall be in
writing or by facsimile and addressed or delivered to such party, with respect
to  any  Borrower  or  any  Subsidiary  Obligor, in care of the Company at the
address  set  forth  below,  and  for any other party at its address set forth
below  its  signature  hereto or at such other address as may be designated by
such  party  in  a  notice  to  the  other parties.  Any notice, if mailed and
properly  addressed with postage prepaid, shall be deemed given when received;
any  notice,  if  transmitted  by  facsimile,  shall  be  deemed  given  when
transmitted;  or,  if  by  courier,  one (1) Business Day after deposit with a
reputable  overnight  carrier services, with all charges paid.  Notices to any
Borrower  or  any  Subsidiary  Obligor  shall  be  addressed  as  follows:

Agribrands  International,  Inc.
     9811  South  Forty  Drive
St.  Louis,  Missouri  63124
Attention:  Mr.  David  Wenzel
         Chief  Financial  Officer
Phone:                    (314)812-0500
Facsimile:          (314)812-0403

     13.2   Change of Address.  Any of the Borrowers, Subsidiary Obligors, the
            -----------------
Agent and any Lender may each change the address for service of notice upon it
by  a  notice  in  writing  to  the  other  parties  hereto.


ARTICLE  XIV:    COUNTERPARTS
-----------------------------

     This  Agreement  and any amendments, waivers, consents or supplements may
be  executed  in any number of counterparts, all of which taken together shall
constitute  one  agreement,  and  any  of  the parties hereto may execute this
Agreement  by signing any such counterpart.  Delivery of an executed signature
page  hereof  or  thereof  by  facsimile  transmission  shall  be effective as
delivery  of a manually signed counterpart.  This Agreement shall be effective
when it has been executed by the Borrowers, the Subsidiary Obligors, the Agent
and  the  Lenders  and  each  party  as  notified  the  Agent  by facsimile or
telephone,  that  it  has  taken  such  action.

IN  WITNESS  WHEREOF,  the Borrowers, the Subsidiary Obligors, the Lenders and
the  Agent  have  executed  this Agreement as of the date first above written.

     AGRIBRANDS  INTERNATIONAL,  INC.
as  a  Borrower

     By:        /s/  Robert  W.  Rickert
   Name:    Robert  W.  Rickert
   Title:      Treasurer


AGRIBRANDS  CANADA,  INC.
     as  a  Borrower

     By:    /s/    Robert  W.  Rickert
     Name:    Robert  W.  Rickert
     Title:    Assistant  Treasurer


PURINA  ITALIA,  S.P.A.
     as  a  Borrower

     By:    /s/  Robert  W.  Rickert
     Name:  Robert  W.  Rickert
     Title:    Assistant  Treasurer


     PURINA  ESPANA,  S.A.
as  a  Borrower

     By:    /s/  Robert  W.  Rickert
     Name:  Robert  W.  Rickert
     Title:    Assistant  Treasurer

PURINA  HUNGARIA  ANIMAL  FEED  PRODUCTION  &  TRADING  COMPANY,  LTD.
     as  a  Borrower

     By:      /s/  Robert  W.  Rickert
     Name:  Robert  W.  Rickert
     Title:  Assistant  Treasurer

     PURINA  KOREA,  INC.
as  a  Borrower  and  Subsidiary  Obligor

     By:    /s/  Robert  W.  Rickert,  Jr.
     Name:  Robert  W.  Rickert,  Jr.
     Title:    Assistant  Treasurer

     INDUSTRIAS  PURINA  S.A.  DE  C.V.
as  a  Subsidiary  Obligor

     By:    /s/  Robert  W.  Rickert,  Jr.
     Name:  Robert  W.  Rickert,  Jr.
     Title:  Assistant  Treasurer

     PURINA  COLOMBIANA  S.A.
as  a  Subsidiary  Obligor

     By:    /s/  Robert  W.  Rickert,  Jr.
     Name:    Robert  W.  Rickert,  Jr.
     Title:  Assistant  Treasurer

     AGRIBRANDS  PURINA  DO  BRASIL,  LTDA.
as  a  Subsidiary  Obligor

     By:      /s/  Robert  W.  Rickert,  Jr.
     Name:  Robert  W.  Rickert,  Jr.
     Title:    Assistant  Treasurer

     PURINA  PHILIPPINES,  INC.
as  a  Subsidiary  Obligor

     By:    /s/  Robert  W.  Rickert,  Jr.
     Name:  Robert  W.  Rickert,  Jr.
     Title:  Assistant  Treasurer

     PURINA  VENEZUELA,  C.A.
as  a  Subsidiary  Obligor

     By:      /s/  Robert  W.  Rickert,  Jr.
     Name:    Robert  W.  Rickert,  Jr.
     Title:    Assistant  Treasurer
ABN  AMRO  BANK  N.V.
  as  the  Agent,  an  Issuing  Lender,
and  as  a  Lender

     By: /s/ Thomas Kramer
   Name:  Thomas Kramer
   Title: Group Vice President


     By:  /s/ David Hannah
   Name:  David Hannah
   Title:  Group Vice President, Chicago Branch


     Notice  Address:
135  South  LaSalle  Street
Suite  600
Chicago,  Illinois    60670
     Attention:  _________________
Telephone  No.:    312/904-_____
Facsimile  No.:  312/904-______


     Payment  Address  for  Dollars:  Same  as  above.

     THE  FIRST  NATIONAL  BANK  OF  CHICAGO,
  as  a  Lender

     By:    /s/  William  J.  Oleferchik
   Name:  William  J.  Oleferchik
   Title:    Authorized  Agent

     Notice  Address:
The  First  National  Bank  of  Chicago
One  First  National  Plaza  Suite  0173,  1-14
Chicago,  IL  60670
     Attention:    William  Oleferchik
Telephone  No.:    (312)  732-2947
Facsimile  No.:  (312)  732-1117

     Payment  Address  for  Dollars:    Same  as  above.
THE  BANK  OF  NOVA  SCOTIA,
  as  Documentation  Agent  and  as  a  Lender

     By:    /s/  F.C.H.  Ashby
   Name:    F.C.H.  Ashby
   Title:    Senior  Manager  -  Loan  Operations

     Notice  Address:
The  Bank  of  Nova  Scotia  --  Atlanta  Agency
600  Peachtree  Street  NE  --  Suite  2700
Atlanta,  GA    30308
     Attention:  Mr.  George  Wong
Telephone  No.:    404-877-1556
Facsimile  No.:  404-888-8998

     Payment  Address  for  Dollars:    Same  as  above.
CREDIT  LYONNAIS,  CHICAGO  BRANCH.
  as  Syndication  Agent  and  as  a  Lender

     By:    /s/  Lee  E.  Greve
   Name:    Lee  E.  Greve
   Title:    First  Vice  President

     Notice  Address:
Credit  Lyonnais  Chicago  Branch
227  West  Monroe  Street  38th  Floor
Chicago,  IL    60606
     Attention:  Mr.  Peter  Kelly
Telephone  No.:    312-220-7306
Facsimile  No.:  312-641-0527

     Payment  Address  for  Dollars:    Same  as  above.
BANQUE  NATIONALE  DE  PARIS,
  as  a  Lender

     By:    /s/  Arnaud  Collin  du  Bocage
   Name:    Arnaud  Collin  du  Bocage
   Title:    Executive  Vice  President  and  General  Manager

     Notice  Address:
209  South  LaSalle  Street
5th  Floor
Chicago,  IL    60604
     Attention:  Cathleen  F.  Schaede
Telephone  No.:    (312)  977-1384
Facsimile  No.:  (312)  977-1380

     Payment  Address  for  Dollars:    Same  as  above.
THE  BANK  OF  NOVA  SCOTIA,  SEOUL  BRANCH,
       as  a  Lender

     By:    /s/  C.  D.  Morin
   Name:    C.D.  Morin
   Title:    Vice  President  &  Manager

     Notice  Address:
9th  Fl.  KCCI  Bldg.
#45,  4-ka,  Namdaemun-ro
Chung-ku,  Seoul,  Korea
     Attention:  C.D.  Morin
Telephone  No.:    02-757-7171
Facsimile  No.:  02-752-7189

     Payment  Address  for  Dollars:    Same  as  above.


<PAGE>


<TABLE>
<CAPTION>




                                             EXHIBIT A
                                                TO
                                    LONG TERM CREDIT AGREEMENT



                                            COMMITMENTS

<S>                                 <C>                          <C>

Lender . . . . . . . . . . . . . .  Amount of Commitment         % of Aggregate Commitment
----------------------------------  ---------------------------  --------------------------

ABN AMRO Bank N.V. . . . . . . . .  $                15,000,000               27.272727273%



The Bank of Nova Scotia. . . . . .  $                13,750,000                         25%



Credit Lyonnais. . . . . . . . . .  $                13,750,000                         25%



The First National Bank of Chicago  $                 7,500,000               13.636363636%



Banque Nationale de Paris. . . . .  $                 5,000,000                 9.09090909%


TOTAL. . . . . . . . . . . . . . .  $                55,000,000                        100%
----------------------------------                                                         
</TABLE>





     EXHIBIT  B
     TO
     LONG  TERM  CREDIT  AGREEMENT

     [RESERVED]
     ----------

     EXHIBIT  C
     TO
     LONG  TERM  CREDIT  AGREEMENT

     FORM  OF  COMPLIANCE  CERTIFICATE
     ---------------------------------

     Pursuant  to  [Section 4.2] [Section 6.1(A)(iii)] of the Long Term Credit
                    -----------   -------------------
Agreement  (as  amended, modified, restated or supplemented from time to time,
the  "Credit  Agreement"),  dated  as  March 31, 1998, by and among Agribrands
International, Inc. (the "Company"), the Subsidiary Borrowers parties thereto,
the  Subsidiary Obligors parties thereto, the financial institutions from time
to  time party thereto (the "Lenders"), and ABN AMRO Bank N.V., as contractual
representative  for  itself  and  the  other Lenders, the Company, through its
___________________________,  hereby delivers to the Agent[, together with the
financial  statements  being delivered to the Agent pursuant to Section 6.1(A)
                                                                --------------
of the Credit Agreement,] this Compliance Certificate (the "Certificate") [for
the  accounting  period  from  ____________,  19__  to  ___________,  19__].
Capitalized  terms used herein shall have the meanings set forth in the Credit
Agreement.    Subsection references herein relate to subsections of the Credit
Agreement.

I.          MANDATORY  PREPAYMENTS  (Section  2.2(B))
                                     ---------------

A.          Section  2.2(B)
            ---------------

(1)        State whether the Dollar Amount of the Revolving Credit Obligations
exceeds  105%  of  the  Aggregate  Commitment.          Yes/No

(2)       If the answer to question (1) is yes, state the amount, if required,
of  any  mandatory  prepayment  on  Schedule  A.
                                    -----------


II.          FINANCIAL  COVENANTS

A.          MINIMUM  INTEREST  COVERAGE  RATIO  (Section  6.4(A))
                                                 ---------------

1.          EBITDA  (net  sales  -  cost  of  products  sold  -
selling,  general  and  administrative  expenses  +
     depreciation  +  amortization)  for  the  period
from  _______  to  ________                                       $___________

2.          Cash  Interest  Expense  (as  defined)  for  the  period
     from  _______  to  ________                                  $___________
     3.          "Interest  Coverage"  (Ratio  of  (1)  to  (2))        TO 1.0


B.          MAXIMUM  LEVERAGE  RATIO  (Section  6.4(B))
                                       ---------------

1.          Total  Debt  (as  defined)                            $___________

     2.          EBITDA  (as  determined  under  item  II(A)  above)
$___________

     3.          "Leverage  Ratio"  (Ratio  of  (1)  to  (2))           TO 1.0

C.          CAPITAL  EXPENDITURES  (Section  6.4(C)).
                                    ---------------

     State  whether  Capital  Expenditures  (as  defined)  was  less  than
or  equal  to  [$_______]  as  at  the  end  of  the  most  recently
completed  fiscal  year.                                                Yes/No
                                                                        ------

 D.          MINIMUM  CONSOLIDATED  NET  WORTH
     (Section  6.4(D)).
      ---------------

     State  whether  Consolidated  Net  Worth  (as  defined)
was  greater  than  [$________]  at  all  times  for  the  period
from  __________  to  __________                                        Yes/No
                                                                        ------


 E.          COUNTRY  DEBT  LIMITATIONS  (Section  6.4(E))
                                          ---------------

     1.          State  whether  the  Borrowers  or  Subsidiary  Obligors
     incurred  Indebtedness  under  the  Credit  Agreement
in  excess  of  the  maximum  Dollar  Amount  set  forth
below:
<TABLE>
<CAPTION>




Borrower's or Subsidiary Obligor's
     Jurisdiction of Incorporation  Maximum Dollar Amount
----------------------------------  ----------------------

<S>                                 <C>

Canada . . . . . . . . . . . . . .  $            6,500,000
----------------------------------  ----------------------

United States. . . . . . . . . . .  $            5,000,000
----------------------------------  ----------------------

Italy. . . . . . . . . . . . . . .  $            4,000,000
                                    ----------------------

Spain. . . . . . . . . . . . . . .  $            2,500,000
                                    ----------------------

Hungary. . . . . . . . . . . . . .  $            2,000,000
                                    ----------------------

Korea. . . . . . . . . . . . . . .  $           15,000,000
----------------------------------  ----------------------

Mexico . . . . . . . . . . . . . .  $            5,000,000
                                    ----------------------

Colombia . . . . . . . . . . . . .  $            5,000,000
                                    ----------------------

Brazil . . . . . . . . . . . . . .  $            5,000,000
                                    ----------------------

Philippines. . . . . . . . . . . .  $            2,500,000
                                    ----------------------

Venezuela. . . . . . . . . . . . .  $            2,500,000
----------------------------------  ----------------------
</TABLE>



Yes/No

2.        State whether (x) the ratio of (i) Total Debt (as defined, including
Indebtedness  owed  to  Affiliates but excluding Contingent Obligations in the
form  of  standby  Letters of Credit issued under the Credit Agreement for the
account  of  such Subsidiary Borrower or Subsidiary Obligor for the benefit of
domestic financial institutions as support for loans and advances made by such
financial  institutions  to  the  applicable Subsidiary Borrower or Subsidiary
Obligor  to  the  extent  any  such loans or advances are outstanding) to (ii)
EBITDA  (as  determined  under  item  IIA  above)  for  each of the Subsidiary
Borrowers  and Subsidiary Obligors (other than Purina Korea, Inc.) at any time
exceeded  3.00  to  1.00  or  (y)  the  ratio  of  (i) Total Debt (as defined,
including Indebtedness owed to Affiliates but excluding Contingent Obligations
in the form of standby Letters of Credit issued under the Credit Agreement for
the  account  of  Purina  Korea,  Inc.  for  the benefit of domestic financial
institutions  as  support  for  loans  and  advances  made  by  such financial
institutions  to  Purina Korea, Inc. to the extent any such loans and advances
are  outstanding)  to  (ii)  EBITDA  (as  determined under item IIA above) for
Purina  Korea,  Inc.  at  any  time  exceeded  2.25  to  1.00.

Yes/No
     The  Company  hereby  certifies,  through its _________________, that the
information  set  forth  above is accurate as of _______________, ____, to the
best  of  such  officer's  knowledge,  after  diligent  inquiry,  and that the
financial  statements delivered herewith present fairly the financial position
of  the Company and its Subsidiaries at the dates indicated and the results of
their  operations  and  changes  in  their  financial position for the periods
indicated  in  conformity  with  Agreement Accounting Principles, consistently
applied.

Dated:    ______________,  ____


AGRIBRANDS  INTERNATIONAL,  INC.


     By:________________________________
   Name:
   Title:

     EXHIBIT  D
     TO
     LONG  TERM  CREDIT  AGREEMENT

     FORM  OF  ASSIGNMENT  AND  ACCEPTANCE  AGREEMENT
     ------------------------------------------------

     FORM  OF  ASSIGNMENT  AGREEMENT

     This  Assignment  Agreement  (this  "ASSIGNMENT  AGREEMENT") between (the
ASSIGNOR)  and  (the "ASSIGNEE") is dated as of,.  The parties hereto agree as
follows:


     1.  PRELIMINARY STATEMENT.  The Assignor is a party to a Long Term Credit
         ---------------------
Agreement  (which,  as  it  may be amended,  restated, supplemented, modified,
renewed or extended from time to time is herein called the "CREDIT AGREEMENT")
described in Item 1 of Schedule 1 attached hereto ("SCHEDULE 1").  Capitalized
terms  used  herein  and  not otherwise defined herein shall have the meanings
attributed  to  them  in  the  Credit  Agreement.


     2.   ASSIGNMENT AND ASSUMPTION.  The Assignor hereby sells and assigns to
          -------------------------
the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
an  interest  in and to the Assignor's rights and obligations under the Credit
Agreement  such that after giving effect to such assignment the Assignee shall
have  purchased  pursuant to this Assignment Agreement the percentage interest
specified  in  Item  3 of Schedule 1 of all outstanding rights and obligations
under  the  Credit  Agreement  relating  to the facilities listed in Item 3 of
Schedule  1 and the other Loan Documents.  The aggregate Commitment (or Loans,
if  the  applicable  Commitment has been terminated) purchased by the Assignee
hereunder  is  set  forth  in  Item  4  of  Schedule  1.


     3.       EFFECTIVE DATE.  The effective date of this Assignment Agreement
              --------------
(the  "EFFECTIVE  DATE") shall be the later of the date specified in Item 5 of
Schedule  1  or  two  Business  Days  (or such shorter period agreed to by the
Agent)  after  a  Notice of Assignment substantially in the form of Appendix I
                                                                    ----------
(attached  hereto) has been delivered to the Agent.  Such Notice of Assignment
must  include  the  consents, if any, required to be delivered to the Agent by
Section  12.3(A) of the Credit Agreement.  In no event will the Effective Date
  --------------
occur  if  the payments required to be made by the Assignee to the Assignor on
the  Effective Date under Sections 4 and 5 hereof are not made on the proposed
                          ----------------
Effective  Date.    The  Assignor  will  notify  the  Assignee of the proposed
Effective  Date no later than the Business Day prior to the proposed Effective
Date.    As  of the Effective Date, (i) the Assignee shall have the rights and
obligations  of  a  Lender under the Loan Documents with respect to the rights
and obligations assigned to the Assignee hereunder and (ii) the Assignor shall
relinquish its rights and be released from its corresponding obligations under
the  Loan Documents with respect to the rights and obligations assigned to the
Assignee  hereunder.


     4.   PAYMENTS OBLIGATIONS.  On and after the Effective Date, the Assignee
          --------------------
shall  be  entitled  to  receive  from  the  Agent  all payments of principal,
interest  and fees with respect to the interest assigned hereby.  The Assignee
shall  advance  funds  directly  to  the  Agent  with respect to all Loans and
reimbursement payments made on or after the Effective Date with respect to the
interest  assigned  hereby.   [In consideration for the sale and assignment of
Loans  hereunder,  (i)  the  Assignee shall pay the Assignor, on the Effective
Date,  an amount equal to the principal amount of the portion of all Base Rate
Loans  assigned  to  the  Assignee  hereunder  and  (ii)  with respect to each
Eurodollar  Loan  and Korean Eurodollar Loan made by the Assignor and assigned
to  the  Assignee hereunder which is outstanding on the Effective Date, (a) on
the  last  day  of  the  Interest  Period therefor or (b) on such earlier date
agreed  to  by  the  Assignor and the Assignee or (c) on the date on which any
such  Eurodollar  Loan  and  Korean  Eurodollar  Loan  either  becomes due (by
acceleration  or  otherwise)  or  is  prepaid  (the  date  as described in the
foregoing  clauses  (a),  (b)  or  (c)  being  hereinafter  referred to as the
           ------------   ---      ---
"PAYMENT  DATE"),  the  Assignee  shall  pay the Assignor in Dollars an amount
equal  to  the principal amount of the portion of such Eurodollar Rate Loan or
Korean  Eurodollar  Loan,  as  applicable,  assigned  to the Assignee which is
outstanding  on the Payment Date.  If the Assignor and the Assignee agree that
the  Payment  Date for such Eurodollar Loan or Korean Eurodollar Loan shall be
the  Effective  Date,  they shall agree to the interest rate applicable to the
portion of such Loan assigned hereunder for the period from the Effective Date
to  the end of the existing Interest Period applicable to such Eurodollar Rate
Loan  or  Korean Eurodollar Loan (the "AGREED INTEREST RATE") and any interest
received  by  the  Assignee  in  excess  of  the Agreed Interest Rate shall be
remitted  to  the  Assignor.    In  the event interest for the period from the
Effective  Date  to  but  not  including  the  Payment Date is not paid by the
applicable  Borrower  with respect to any Eurodollar Loan or Korean Eurodollar
Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to
the  Assignor  interest for such period on the portion of such Eurodollar Loan
or  Korean  Eurodollar  Loan sold by the Assignor to the Assignee hereunder at
the  applicable  rate  provided  by  the  Credit  Agreement.    In the event a
prepayment  of any Eurodollar Loan or Korean Eurodollar Loan which is existing
on  the  Payment  Date  and assigned by the Assignor to the Assignee hereunder
occurs  after  the  Payment  Date  but  before  the end of the Interest Period
applicable  to  such  Eurodollar  Loan or Korean Eurodollar Loan, the Assignee
shall  remit  to  the  Assignor the excess of the prepayment penalty paid with
respect  to  the  portion  of  such  Eurodollar Loan or Korean Eurodollar Loan
assigned  to the Assignee hereunder over the amount which would have been paid
if  such  prepayment penalty was calculated based on the Agreed Interest Rate.
The  Assignee  will  also  promptly  remit  to  the Assignor (i) any principal
payments  received  from  the Agent with respect to Eurodollar Loans or Korean
Eurodollar  Loan prior to the Payment Date and (ii) any amounts of interest on
Loans  and  fees  received  from  the Agent which relate to the portion of the
Loans  assigned  to  the Assignee hereunder for periods prior to the Effective
Date, in the case of Base Rate Loans or fees, or the Payment Date, in the case
of  Eurodollar Loans or Korean Eurodollar Loan, and not previously paid by the
Assignee  to  the  Assignor.]    EACH ASSIGNOR MAY INSERT ITS STANDARD PAYMENT
PROVISIONS  IN  LIEU  OF  THE  PAYMENT TERMS INCLUDED IN THIS EXHIBIT.  In the
event  that  either party hereto receives any payment to which the other party
hereto  is  entitled under this Assignment Agreement, then the party receiving
such  amount  shall  promptly  remit  it  to  the  other  party  hereto.

     5.    FEES  PAYABLE  BY  THE  ASSIGNEE.    The [Assignee shall pay to the
           --------------------------------
Assignor  a  fee on each day on which a payment of interest or commitment fees
is made under the Credit Agreement with respect to the amounts assigned to the
Assignee  hereunder  (other  than a payment of interest or commitment fees for
the  period prior to the Effective Date or, in the case of Eurodollar Loans or
Korean  Eurodollar  Loan, the Payment Date, which the Assignee is obligated to
deliver to the Assignor pursuant to Section 4 hereof).  The amount of such fee
shall  be  the difference between (i) the interest or fee, as applicable, paid
with  respect  to  the amounts assigned to the Assignee hereunder and (ii) the
interest or fee, as applicable, which would have been paid with respect to the
amounts  assigned  to  the  Assignee hereunder if each interest rate was of 1%
less than the interest rate paid by the Borrowers or if the commitment fee was
___  of  1% less than the commitment fee paid by the Borrowers, as applicable.
In  addition,  the] [Assignee][Assignor] agrees to pay a $3,500 processing fee
required to be paid to the Agent in connection with this Assignment Agreement.


          6.    REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
                --------------------------------------------------------------
LIABILITY.    The  Assignor  represents  and warrants that it is the legal and
 --------
beneficial  owner of the interest being assigned by it hereunder and that such
 ---
interest  is  free and clear of any adverse claim created by the Assignor.  It
is understood and agreed that the assignment and assumption hereunder are made
without  recourse  to  the  Assignor  and  that  the  Assignor  makes no other
representation or warranty of any kind to the Assignee.  Neither the Assignor,
the  Agent,  nor  any  other  Lender,  nor  any  of  its  officers, directors,
employees, agents or attorneys shall be responsible for (i) the due execution,
legality, validity, enforceability, genuineness, sufficiency or collectability
of  any  Loan  Document,  including without limitation, documents granting the
Assignor,  Agent  and  the  other Lenders a security interest in assets of the
Company,  any  Subsidiary Borrower or any Subsidiary Obligor or any guarantor,
(ii)  any  representation, warranty or statement made in or in connection with
any  of  the Loan Documents, (iii) the financial condition or creditworthiness
of  the  Company,  any  Subsidiary  Borrower  or any Subsidiary Obligor or any
guarantor,  (iv)  the  performance  of  or compliance with any of the terms or
provisions  of  any of the Loan Documents, (v) inspecting any of the property,
books  or  records  of  the Company, any Subsidiary Borrower or any Subsidiary
Obligor,  (vi)  the validity, enforceability, perfection, priority, condition,
value  or  sufficiency  of any collateral securing or purporting to secure the
Loans  or  (vii) any mistake, error of judgment, or action taken or omitted to
be  taken  in  connection  with  the  Loans  or  the  Loan  Documents.


     7.       REPRESENTATIONS OF THE ASSIGNEE.  The Assignee (i) confirms that
              -------------------------------
it  has  received  a copy of the Credit Agreement, together with copies of the
financial  statements  requested  by the Assignee and such other documents and
information  as  it has deemed appropriate to make its own credit analysis and
decision  to  enter  into this Assignment Agreement, (ii) agrees that it will,
independently  and  without reliance upon the Agent, the Assignor or any other
Lender  and  based  on  such  documents  and  information  at  it  shall  deem
appropriate  at  the time, continue to make its own credit decisions in taking
or  not  taking action under the Loan Documents, (iii) appoints and authorizes
the  Agent to take such action as contractual representative on its behalf and
to exercise such powers under the Loan Documents as are delegated to the Agent
by  the  terms thereof, together with such powers as are reasonably incidental
thereto,  (iv)  agrees that it will perform in accordance with their terms all
of the obligations which by the terms of the Loan Documents are required to be
performed  by  it  as a Lender, including, without limitation, making Loans to
Purina Korea, Inc. in Korean Won, (v) agrees that its payment instructions and
notice  instructions  are  as  set forth in the attachment to Schedule 1, (vi)
confirms  that  none of the funds, monies, assets or other consideration being
used  to  make  the  purchase  and  assumption  hereunder are "plan assets" as
defined  under  ERISA and that its rights, benefits and interests in and under
the  Loan Documents will not be "plan assets" under ERISA, [and (vii) attaches
the  forms  prescribed  by  the  Internal Revenue Service of the United States
certifying  that  the  Assignee is entitled to receive payments under the Loan
Documents without deduction or withholding of any United States federal income
taxes].   TO BE INSERTED IF THE ASSIGNEE IS NOT INCORPORATED UNDER THE LAWS OF
THE  UNITED  STATES,  OR  A  STATE  THEREOF.


     8.    INDEMNITY.   The Assignee agrees to indemnify and hold the Assignor
           ---------
harmless  against  any  and all losses, costs and expenses (including, without
limitation,  reasonable  attorneys'  fees)  and  liabilities  incurred  by the
Assignor  in  connection  with  or  arising  in any manner from the Assignee's
non-performance  of  the  obligations assumed under this Assignment Agreement.


     9.  SUBSEQUENT ASSIGNMENTS.  After the Effective Date, the Assignee shall
         ----------------------
have  the  right pursuant to Section 12.3(A) of the Credit Agreement to assign
                             ---------------
the  rights  which  are  assigned  to  the Assignee hereunder to any entity or
person,  provided that (i) any such subsequent assignment does not violate any
of  the  terms  and  conditions  of  the  Loan  Documents  or  any  law, rule,
regulation,  order,  writ, judgment, injunction or decree and that any consent
required  under  the  terms  of  the Loan Documents has been obtained and (ii)
unless  the prior written consent of the Assignor is obtained, the Assignee is
not  thereby  released  from its obligations to the Assignor hereunder, if any
remain  unsatisfied,  including,  without  limitation,  its  obligations under
[Sections  4,  5  and  8]  hereof.
     -------------------


     10.    REDUCTIONS  OF  AGGREGATE  COMMITMENT.    If  any reduction in the
            -------------------------------------
Aggregate  Commitment occurs between the date of this Assignment Agreement and
the  Effective Date, the percentage interest specified in Item 3 of Schedule 1
shall  remain  the same, but the dollar amount purchased shall be recalculated
based  on  the  reduced  Aggregate  Commitment.


     11.  ENTIRE AGREEMENT.  This Assignment Agreement and the attached Notice
          ----------------
of  Assignment  embody  the  entire  agreement  and  understanding between the
parties  hereto  and supersede all prior agreements and understandings between
the  parties  hereto  relating  to  the  subject  matter  hereof.


     12.    GOVERNING LAW.  This Assignment Agreement shall be governed by and
            -------------
interpreted  and enforced in accordance with the internal laws of the State of
Illinois.


     13.   NOTICES.  Notices shall be given under this Assignment Agreement in
           -------
the  manner  set  forth  in the Credit Agreement.  For the purpose hereof, the
addresses  of the parties hereto (until notice of a change is delivered) shall
be  the  address  set  forth  in  the  attachment  to  Schedule  1.

     IN  WITNESS  WHEREOF,  the  parties  hereto have executed this Assignment
Agreement  by  their  duly  authorized  officers  as  of  the date first above
written.

     [NAME  OF  ASSIGNOR]

     By:
  Name:
  Title

     [NAME  OF  ASSIGNEE]

     By:
  Name:
  Title

<PAGE>
     SCHEDULE  1
     to  Assignment  Agreement

1.          Description  and  Date  of  Credit  Agreement:

LONG  TERM  CREDIT  AGREEMENT  DATED  AS  OF  MARCH  31, 1998 AMONG AGRIBRANDS
INTERNATIONAL, INC. (THE "COMPANY"), THE SUBSIDIARY BORROWERS PARTIES THERETO,
THE  SUBSIDIARY  OBLIGORS  PARTIES THERETO, THE INSTITUTIONS FROM TIME TO TIME
PARTY  THERETO  AS  LENDERS  (THE  "LENDERS"),  AND  ABN  AMRO  BANK  N.V., AS
CONTRACTUAL  REPRESENTATIVE  ON  BEHALF  OF  THE  LENDERS.

2.          Date  of  Assignment  Agreement:,

3.        Amounts to be Assigned  AMOUNTS TO BE DESCRIBED IN DOLLARS OR KOREAN
WON,  AS  APPLICABLE.  (As  of  Date  of  Item  2  above):

<TABLE>
<CAPTION>





<S>                                                    <C>
  REVOLVING LOAN
  FACILITY
-----------------------------------------------------   

TOTAL OF COMMITMENTS (LOANS) UNDER THE CREDIT
AGREEMENT . . . . . . . . . . . . . . . . . . . . . .  $
-----------------------------------------------------  -

ASSIGNEES PERCENTAGE OF FACILITY PURCHASED UNDER THE
ASSIGNMENT AGREEMENT
     ___%
-----------------------------------------------------   

AMOUNT OF ASSIGNED SHARE OF FACILITY UNDER THE
ASSIGNMENT AGREEMENT. . . . . . . . . . . . . . . . .  $
</TABLE>





4.          Assignee's  Aggregate  (Loan
     Amount)**    Commitment  Amount
 Purchased  Hereunder:                                        $

5.          Proposed  Effective  Date:                      _________ __, ____

     Accepted  and  Agreed:

[NAME  OF  ASSIGNOR]                    [NAME  OF  ASSIGNEE]

     By:          By:
  Name:                                  Name:
  Title:                                  Title:

<PAGE>
     Attachment  to  SCHEDULE  1  to  ASSIGNMENT  AGREEMENT

     Attach  Assignor's  Administrative  Information  Sheet,  which  must
     include  notice  address  for  the  Assignor  and  the  Assignee

     APPENDIX  I
     to  Assignment  Agreement

     NOTICE
     OF  ASSIGNMENT
     --------------
APPENDIX  I          to  Assignment  Agreement        NOTICE     OF ASSIGNMENT
                                                                 -------------

     ,  19

To:          ABN  AMRO  Bank  N.V.
     135  South  LaSalle  Street
Chicago,  Illinois    60674
Attention:  [_______]
Telephone  No.:  312/[________]
Facsimile  No.:  312/[________]

     AGRIBRANDS  INTERNATIONAL,  INC.
9811  South  Forty  Drive
St.  Louis,  Missouri  63124
Attention:    [_____________________]
Telephone  No.:    ___-___-____
Facsimile  No.:      ___-___-____



From:          [NAME  OF  ASSIGNOR]  (the  "Assignor")

     [NAME  OF  ASSIGNEE]  (the  "Assignee")

     1.          We  refer  to  that  Long  Term Credit Agreement (the "Credit
Agreement")  described in Item 1 of Schedule 1 attached hereto ("Schedule 1").
Capitalized  terms used herein and not otherwise defined herein shall have the
meanings  attributed  to  them  in  the  Credit  Agreement.

     2.       This Notice of Assignment (this "Notice") is given and delivered
to  the  Agent  pursuant  to  Section  12.3(B)  of  the  Credit  Agreement.
                              ----------------

     3.          The Assignor and the Assignee have entered into an Assignment
Agreement,  dated as of, 19 (the "Assignment"), pursuant to which, among other
things,  the  Assignor  has  sold,  assigned, delegated and transferred to the
Assignee,  and  the  Assignee  has  purchased,  accepted  and assumed from the
Assignor  the  percentage  interest  specified  in Item 3 of Schedule 1 of all
outstandings,  rights  and  obligations under the Credit Agreement relating to
the  facilities  listed  in  Item  3 of Schedule 1.  The Effective Date of the
Assignment shall be the later of the date specified in Item 5 of Schedule 1 or
two  Business  Days  (or  such shorter period as agreed to by the Agent) after
this  Notice  of  Assignment  and  any  consents and fees required by Sections
                                                                      --------
12.3(A)  and 12.3(B) of the Credit Agreement have been delivered to the Agent,
     --      -------
provided  that  the  Effective Date shall not occur if any condition precedent
agreed  to  by  the  Assignor  and  the  Assignee  has  not  been  satisfied.

     4.     The Assignor and the Assignee hereby give to each Borrower and the
Subsidiary  Obligors  and  the  Agent  notice of the assignment and delegation
referred  to  herein.  The Assignor will confer with the Agent before the date
specified  in  Item  5  of Schedule 1 to determine if the Assignment Agreement
will  become  effective  on  such  date pursuant to Section 3 hereof, and will
confer  with  the  Agent to determine the Effective Date pursuant to Section 3
hereof  if  it  occurs thereafter.  The Assignor shall notify the Agent if the
Assignment  Agreement does not become effective on any proposed Effective Date
as  a  result  of the failure to satisfy the conditions precedent agreed to by
the  Assignor  and  the  Assignee.   At the request of the Agent, the Assignor
will give the Agent written confirmation of the satisfaction of the conditions
precedent.

     5.       The Assignor or the Assignee shall pay to the Agent on or before
the Effective Date the processing fee of $3,500 required by Section 12.3(B) of
                                                            ---------------
the  Credit  Agreement.

     6.     If notes evidencing the Borrowers' Obligations to the Assignor are
outstanding  on  the Effective Date, the Assignor and the Assignee request and
direct  that  the Agent prepare and cause the Borrowers to execute and deliver
new  notes  or,  as  appropriate,  replacements notes, to the Assignor and the
Assignee.  The Assignor and, if applicable, the Assignee each agree to deliver
to  the  Agent  the  original notes received by it from the Borrowers upon its
receipt  of  new  notes  in  the  appropriate  amount.

     7.          The  Assignee  advises  the  Agent  that  notice  and payment
instructions  are  set  forth  in  the  attachment  to  Schedule  1.

     8.          The  Assignee hereby represents and warrants that none of the
funds,  monies,  assets or other consideration being used to make the purchase
pursuant  to  the Assignment are "plan assets" as defined under ERISA and that
its  rights,  benefits, and interests in and under the Loan Documents will not
be  "plan  assets"  under  ERISA.

     9.          The  Assignee  authorizes the Agent to act as its contractual
representative  under the Loan Documents in accordance with the terms thereof.
The  Assignee  acknowledges  that  the Agent has no duty to supply information
with  respect to any Borrower, any Subsidiary Obligor or the Loan Documents to
the  Assignee  until  the  Assignee  becomes  a party to the Credit Agreement.

[NAME  OF  ASSIGNOR]                                        [NAME OF ASSIGNEE]

     By:                                        By:
  Name:                                                                  Name:
  Title:                                                                Title:


ACKNOWLEDGED  AND  CONSENTED  TO:


ABN  AMRO  BANK  N.V.,  as  Agent


By:
  Name:
  Title:


     [Attach  photocopy  of  Schedule  1  to  Assignment]






<PAGE>
     EXHIBIT  E
     TO
     LONG  TERM  CREDIT  AGREEMENT

     LIST  OF  CLOSING  DOCUMENTS
     ----------------------------

     [Attached]

     $110,000,000
     CREDIT  FACILITIES
     TO
     AGRIBRANDS  INTERNATIONAL,  INC.
                       and certain Subsidiaries thereof

                                March 31, 1998

    LIST OF CLOSING DOCUMENTS  CAPITALIZED TERMS USED HEREIN AND NOT DEFINED
    -------------------------
HEREIN SHALL HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN THE CREDIT AGREEMENT.
-----
    BOLD/ITALICIZED DOCUMENTS TO BE PREPARED AND/OR PROVIDED BY THE BORROWER
                          AND/OR BORROWER'S COUNSEL.



     A.    LOAN  AND  SECURITY  DOCUMENTS
           ------------------------------

          Credit  Agreement  ("Short  Term Credit Agreement") among Agribrands
International,  Inc.,  a  Missouri corporation (the "Company"), the Subsidiary
Borrowers  parties  thereto,  the  Subsidiary  Obligors  parties  thereto, the
financial  institutions  from  time  to  time party thereto (collectively, the
"Lenders")  and  ABN  AMRO  Bank  N.V.,  in  its  capacity  as  contractual
representative (the "Agent") for the Lenders, evidencing a 364-day $55,000,000
revolving  credit  facility  to  the Company, the Subsidiary Borrowers and the
Subsidiary  Obligors  from  the  Lenders.

          Credit  Agreement  ("Long Term Credit Agreement", and, together with
the  Short  Term Credit Agreement, the "Credit Agreements") among the Company,
the  Subsidiary  Borrowers  parties  thereto,  the Subsidiary Obligors parties
thereto,  the  Lenders  and  the  Agent,  evidencing  a three-year $55,000,000
revolving  credit  facility  to  the Company, the Subsidiary Borrowers and the
Subsidiary  Obligors  from  the  Lenders.

          Pledge  Agreements  from  the  Company  to  the Agent evidencing the
Borrower's  pledge  of  (i) 65% of the Capital Stock of each of the Subsidiary
Borrowers  and  Subsidiary Obligors as security for the Obligations under each
of  the  Credit  Agreements  and (ii) 100% of the Capital Stock of each of the
Subsidiary  Borrowers  and Subsidiary Obligors as security for the Obligations
under  each  of  the  Credit  Agreements of the other Subsidiary Borrowers and
Subsidiary  Obligors  and (iii) 100% of the Capital Stock of AgriInternational
Holdings,  Inc.,  a  Delaware  corporation  ("Holdings")  as  security for the
Obligations  under  each  of  the  Credit  Agreements,  together  with  STOCK
CERTIFICATES  and  stock  powers  duly  executed  in  blank.

          Guarantee executed by the Company in favor of the Agent, guarantying
all  of  the  Obligations  of  each of the Subsidiary Borrowers and Subsidiary
Obligors  under  the  Credit  Agreements.

          Guarantee  executed  by  Holdings in favor of the Agent, guarantying
all  of  the  Obligations  under  the  Credit  Agreement.

          Guarantee executed by each of the Subsidiaries of the Company listed
on Appendix A hereto in favor of the Agent, guarantying all of the Obligations
of  each  of  the other Subsidiary Borrowers and Subsidiary Obligors under the
Credit  Agreements.

          Contribution  Agreement  executed by each of the Subsidiaries of the
Company  listed  on  Appendix  A  hereto.


          B.    CORPORATE  DOCUMENTS
                --------------------

          Certificate  of  the  Secretary  of  the  Company  certifying  (i)
resolutions of the Board of Directors of the Company approving and authorizing
the  execution,  delivery  and  performance  of each document to which it is a
party,  (ii)  that there have been no changes in the Articles of Incorporation
of  the Company since the date of the most recent certification thereof by the
Secretary  of  State  of  Missouri delivered to the Agent, (iii) the names and
true  signatures  of  the incumbent officers of the Company authorized to sign
the  documents to which it is a party, and (iv) the By-laws (attached thereto)
of  the  Company  as  in  effect  on  the  date  of  such  certification.

          Articles  of Incorporation of the Company certified by the Secretary
of  State  of  Missouri.

          Good  Standing  Certificate  for the Company from the offices of the
Secretary  of  State  of  Missouri.

          Certificate  of  the  Secretary  of  each of the Subsidiaries of the
Company  listed  on  Appendix  A  hereto  certifying  (i)  resolutions  of the
governing  board  of  each  such  Subsidiary  approving  and  authorizing  the
execution,  delivery  and performance of each document to which it is a party,
(ii)  that  there  have been no changes in the constitutive agreements of such
Subsidiary  since  the  date  of  the most recent certification thereof by the
appropriate  Governmental  Authority  of  its  jurisdiction  of  incorporation
delivered  to  the Agent, (iii) the names and true signatures of the incumbent
officers  of such Subsidiary authorized to sign the documents to which it is a
party, and (iv) the by-laws (attached thereto) of such Subsidiary as in effect
on  the  date  of  such  certification.

          Constitutive  Agreements of each Subsidiary of the Company listed on
Appendix  A  hereto certified by the appropriate Governmental Authority of its
respective  jurisdiction  of  incorporation.

          C.  LEGAL  OPINIONS
              ---------------

          Opinion  of  U.S.  counsel to the Borrowers and Holdings in form and
substance  satisfactory  to  the  Agent:    Bryan  Cave  L.L.P.

          Opinion  of foreign counsel to the Borrowers and Subsidiary Obligors
in  form and substance satisfactory to the Agent  in each of the jurisdictions
indicated  below:

<TABLE>
<CAPTION>




<S>   <C>                                       <C>
  a.  Siskind Cromarty, Ivey & Dowler                 [CANADA]

  b.  Pavia E. Ansaldo                                 [ITALY]

  c.  Price Waterhouse, Edifici Caga De Madrid         [SPAIN]

  d.  Burai-Kovacs & Partners                        [HUNGARY]

  e.  Kim & Chang                                      [KOREA]

  f.  Creel, Garcia-Cuellar Y Muggenburg              [MEXICO]

  g.  Cardenas & Cardenas                           [COLUMBIA]

  h.  Demarest E. Almeida                             [BRAZIL]

  i.  Platon, Martinez, San Pedro & Leano       [PHILLIPPINES]

  j.  Torres Plaz & Araujo                         [VENEZUELA]
</TABLE>




          D.  CLOSING  CERTIFICATES  AND  MISCELLANEOUS
              -----------------------------------------

          Pledged  Account  Agreement  in  respect  of  the  Company's  cash
collateral  account,  executed  by each of the Company, the Agent and ABN Amro
Bank  N.V.

          Notice  of  Borrowing.

          Officer's  No-Default  Certificate.


     E.  POST-  CLOSING  ITEMS
         ---------------------
     APPENDIX  A

     LIST  OF  SUBSIDIARIES
     ----------------------


AgriInternational  Holdings,  Inc.,  a  Delaware  corporation

Agribrands  Canada, Inc., a company organized under the federal laws of Canada

Purina  Italia,  S.p.A.,  a  company  organized  under  the  laws  of  Italy

Purina  Espana,  S.A.,  a  company  organized  under  the  laws  of  Spain

Purina  Hungaria  Animal  Feed  Production  & Trading Company, Ltd., a company
organized  under  the  laws  of  Hungary

Purina  Korea, Inc., a corporation organized under the laws of the Republic of
Korea

Industrias  Purina  S.A. de C.V., a company organized under the laws of Mexico

Purina  Colombiana  S.A.,  a  company  organized  under  the  laws of Colombia

Agribrands  Purina  do  Brasil,  Ltda.,  a company organized under the laws of
Brazil

Purina  Philippines,  Inc.,  a  corporation  organized  under  the laws of the
Philippines

Purina  de  Venezuela,  C.A.,  a company organized under the laws of Venezuela

<PAGE>
     EXHIBIT  F
     TO
     LONG  TERM  CREDIT  AGREEMENT


     Form  of  Officer's  Certificate
     --------------------------------

      OFFICER'S  CERTIFICATE


     I,  the  undersigned,  hereby  certify  that  I  am  the  of  Agribrands
International,  Inc., a corporation duly organized and existing under the laws
of  the  State of Delaware (the "Company").  Capitalized terms used herein and
not  otherwise  defined herein are as defined in that certain Long Term Credit
Agreement  dated  as  of  March  31,  1998,  among the Company, the Subsidiary
Borrowers  parties  thereto,  the  Subsidiary  Obligors  parties  thereto, the
financial  institutions  from  time  to  time  parties thereto as lenders (the
"Lenders"),  ABN AMRO Bank N.V., in its capacity as contractual representative
for  itself  and  the  other  Lenders  (the  "Agent")  (as  amended, restated,
supplemented  or  modified  from  time  to  time,  the  "Credit  Agreement").

     I  further  certify on behalf of the Company, that as of the date hereof,
to the best of my knowledge, after diligent inquiry of all relevant persons at
the  Company  and  its Subsidiaries, (i) the representations and warranties of
the Borrowers and the Subsidiary Obligors contained in Article V of the Credit
                                                       ---------
Agreement  shall  have  been  true  and correct at all times during the period
commencing on __________, 19__ and ending on _____________, 19__ and as of the
date  of  this Officer's Certificate and (ii) as of the date of this Officer's
Certificate  no  Default or Unmatured Default exists [other than the following
(describe  the  nature  of  the  Default  or  Unmatured Default and the status
thereof)].

     IN  WITNESS  WHEREOF, I hereby subscribe my name on behalf of the Company
on  this  ____  day  of  ___________,  ____.


     ____________________________
[Insert  Name  of  Officer]



<PAGE>
     EXHIBIT  G
     TO
     LONG  TERM  CREDIT  AGREEMENT


     Financial  Statements


     [Attached].


     EXHIBIT  H
     TO
     CREDIT  AGREEMENT

     FORM  OF  REQUEST  FOR  LETTER  OF  CREDIT
     ------------------------------------------



TO:           INSERT NAME OF ISSUING BANK., an Issuing Bank under that certain
Long Term Credit Agreement dated as of March 31, 1998 (the "Credit Agreement")
by  and  among  Agribrands International, Inc. (the "Company"), the Subsidiary
Borrowers  parties  thereto,  the  Subsidiary  Obligors  parties  thereto, the
financial  institutions from time to time parties thereto (the "Lenders"), and
ABN  AMRO  Bank  N.V.,  as  contractual  representative  (the "Agent") for the
Lenders  (such  Credit  Agreement,  as  the  same  may  be  amended, restated,
supplemented  or otherwise modified from time to time, the "Credit Agreement")
and


     ABN  AMRO  BANK  N.V.,  as  Agent
135  South  LaSalle  Street,  Suite  425
Chicago,  IL  60603
Attn:  [________]
Telecopier:    312-[_______]
Confirmation:    312-[______]


     Pursuant  to Section 2.16 of the Credit Agreement, the undersigned hereby
gives  to  the Issuing Bank a request for issuance of a [standby] [commercial]
Letter of Credit on behalf of the undersigned for the benefit ofINSERT NAME OF
BENEFICIARY.,  in  the  amount  of  [US $] [_____________ Korean Won], with an
effective  date  of  ___________________,  ____  (the "Effective Date") and an
expiry date of ___________, ____.  [Provide description of documents and terms
in  connection  with  commercial  Letter  of  Credit].

     The  undersigned  hereby  certifies  that  (i)  the  representations  and
warranties  of  the undersigned contained in Article V of the Credit Agreement
are  and  shall  be true and correct in all material respects on and as of the
date  hereof and on and as of the Effective Date; (ii) no Default or Unmatured
Default  has occurred and is continuing on the date hereof or on the Effective
Date  or  will  result from the issuance of the proposed Letter of Credit; and
(iii)  the  conditions  set  forth  in  Sections  2.16  and  4.2 of the Credit
Agreement  have  been  satisfied.

     Unless  otherwise  defined  herein, terms defined in the Credit Agreement
shall  have  the  same  meanings  in  this  Request  for  Letter  of  Credit.


     Dated:,

     [______________________]



     By:
    Name:
    Title:




<PAGE>
     EXHIBIT  I
     TO
     CREDIT  AGREEMENT

                           FORM OF LETTER OF CREDIT
                           ------------------------


[BENEFICIARY]
________________
________________

     Re:          Irrevocable  Letter  of  Credit  No.,  dated  __________.

Dear  [BENEFICIARY]:

     [_______________________]  (the  "Issuer") hereby issues in favor of you,
[_______________],  this irrevocable letter of credit ("Letter of Credit") for
an amount (the "Maximum Amount") of [U.S. $____________][______________ Korean
Won],  effective  immediately,  which  Maximum  Amount  will be reduced by the
amount  of  any  payments  made  hereunder.   Reference is hereby made to that
certain  Long  Term Credit Agreement, dated as of March 31, 1998, by and among
Agribrands  International,  Inc.,  a Missouri corporation (the "Company"), the
Subsidiary Borrowers parties thereto, the Subsidiary Obligors parties thereto,
the  financial institutions from time to time parties thereto (the "Lenders"),
and  ABN AMRO Bank N.V., as contractual representative (the "Agent") on behalf
of  the Lenders (as amended, restated, supplemented or otherwise modified from
time  to time, the "Credit Agreement").  Capitalized terms used herein without
definition  shall  have  the  meanings  set  forth  in  the  Credit Agreement.

     The  Issuer  will honor one or more of your drafts drawn on the Issuer in
accordance  with  the terms set forth herein in an amount not in excess of the
Maximum  Amount  upon  presentation  prior to the Termination Date (as defined
below)  of  [(a)  a  draft in the form of Exhibit I attached hereto and made a
                                          ---------
part  hereof,  executed  by  you and (b) the original of this Letter of Credit
[and  (c) _______________________________________________]] [your tested telex
stating  the  drawing amount and certifying that the amount claimed represents
amounts  past  due  and  outstanding  under  the  facility  granted  by you to
[________________]].

     Multiple  drafts may be drawn under this Letter of Credit but the Maximum
Amount  of  this Letter of Credit will be permanently reduced by the amount of
any such draft.  Presentation of the documents required for payment under this
Letter of Credit may be made by you prior to the expiration hereof at any time
during  the  Issuer's  business  hours  at  [_____________________________].
Provided  that  such  documents  and  your presentation thereof conform to the
terms  and  conditions  hereof,  payment  shall  be  made to you of the amount
demanded,  in  immediately available funds, not later than 3:00 p.m. (New York
time)  three  (3)  business  days  following  the  presentment of the required
documents.    If  a  demand for payment made by you hereunder does not, in any
instance,  conform  to  the terms and conditions of this Letter of Credit, the
Issuer  shall  give  you  prompt notice that the purported negotiation was not
effected in accordance with the terms and conditions of this Letter of Credit,
stating  the  reasons therefor and that the Issuer is holding any documents at
your  disposal or is returning the same to you, as the Issuer may elect.  Upon
being  notified  that  the proposed negotiation was not effected in accordance
with this Letter of Credit, you may attempt to correct any such non-conforming
demand  for  payment,  if,  and  to  the  extent  that, you are able to do so,
provided  that  any re-submission of documents shall be made not less than two
(2)  business  days  prior  to  the  expiration  hereof.

     This  Letter  of  Credit  shall  expire  at  5:00 p.m. (New York time) on
[______________]  the  "Termination  Date").

     This  Letter  of  Credit  is  subject  to the terms and conditions of the
Uniform  Customs  and  Practice  for  Documentary  Credits  (1993  Revision)
International  Chamber  of Commerce Publication No. 500, as amended or revised
from  time  to  time  ("Uniform  Customs"), such amendments or revisions to be
controlling  herein  as  of  the  official  date  of the effectiveness of such
amendments  or  revisions,  as  announced  by  the  International  Chamber  of
Commerce.    As  to matters not governed by the Uniform Customs, the Letter of
Credit  shall  be  deemed to be a contract made under the laws of the State of
New  York  and  shall be governed and construed in accordance with the laws of
the  State of New York.  This Letter of Credit is not transferable in whole or
in  part.

     We  undertake  that your drafts drawn and presented on or before the time
of  expiration  of  this Letter of Credit in conformity with the terms of this
Letter of Credit will be duly honored.  Each draft must be marked "Drawn under
Irrevocable  Letter  of  Credit  No.,  dated  [______________].
     Very  truly  yours,

[______________________________]


     By:    ____________________
  Name:
  Title:

<PAGE>
     EXHIBIT  "I"
     to
     IRREVOCABLE  LETTER  OF  CREDIT  NO.
     Dated  as  of  [_____________]


     SIGHT  DRAFT
     ------------


     [DATE]

To:          [ISSUER  and  ISSUER's  Address]
     Attention:


From:          [BENEFICIARY]

     Upon  sight  hereof, pay to the order of [__________________], the amount
of  [U.S.  $_____________][___________  Korean  Won]  in immediately available
funds,  by  remitting  said  amount  to  his  account  number  ___________  at
______________________________,  which  amount is now due and payable by [NAME
OF  BORROWER  OR SUBSIDIARY OBLIGOR] to the undersigned and has not been paid.
This  draft  is  drawn  under  Irrevocable  Letter  of  Credit  No.,  dated
[______________________].




(Name)


e  Borrowers'




  Assignor  and  Assignee  to  insert  applicable  payment  terms.

<PAGE>


     S-105
                                                                EXECUTION COPY




                          SHORT TERM CREDIT AGREEMENT

                          Dated as of March 31, 1998


                                     among



                        AGRIBRANDS INTERNATIONAL, INC.




               THE SUBSIDIARY BORROWERS AND SUBSIDIARY OBLIGORS
                        FROM TIME TO TIME PARTY HERETO,

                 THE FINANCIAL INSTITUTIONS FROM TIME TO TIME
                           PARTY HERETO AS LENDERS,



                                      and


                              ABN AMRO BANK N.V.,
                                   as Agent

                                      and

                        CREDIT LYONNAIS CHICAGO BRANCH,
                             as Syndication Agent

                                      and

                           THE BANK OF NOVA SCOTIA,
                            as Documentation Agent


<TABLE>
<CAPTION>


                                      TABLE OF CONTENTS
                                      -----------------



PAGE
----------------------------------------------------------------------------------------   
<S>                                                                                       <C>
ARTICLE I:  DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
1.1  Certain Defined Terms.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
1.2  Currency Equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

ARTICLE II:  THE CREDITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
2.1  Revolving Loans to the Company and the Subsidiary Borrowers . . . . . . . . . . . .  20
2.2  Prepayments.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
2.3  Method of Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
2.4  Method of Selecting Types and Interest Periods for Advances; Determination of
Applicable Margins, Interest on Advances to Purina Korea, Inc. . . . . . . . . . . . . .  22
(a)  Method of Selecting Types and Interest Periods for Advances . . . . . . . . . . . .  22
(b)  Determination of Applicable Margins, Applicable Letter of Credit Fee and
Applicable Facility Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
2.5  Minimum Amount of Each Advance. . . . . . . . . . . . . . . . . . . . . . . . . . .  25
2.6  Method of Selecting Types and Interest Periods for Conversion and Continuation
of Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
(A)  Right to Convert. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
(B)  Automatic Conversion and Continuation . . . . . . . . . . . . . . . . . . . . . . .  26
(C)  No Conversion Post-Default or Post-Unmatured Default. . . . . . . . . . . . . . . .  26
(D)  Conversion/Continuation Notice. . . . . . . . . . . . . . . . . . . . . . . . . . .  26
2.7  Default Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
2.8 Method of Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
2.9  Evidence of Debt; Telephonic Notices. . . . . . . . . . . . . . . . . . . . . . . .  27
2.10  Promise to Pay; Interest and Fees; Interest Payment Dates; Interest and Fee Basis;
Taxes; Loan and Control Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
(A)  Promise to Pay. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
(B)  Interest Payment Dates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
(C)  Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
(D)  Interest and Fee Basis. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
(E)  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
(F)  Loan Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
(G)  Entries Binding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
2.11  Notification of Advances, Interest Rates, Prepayments and Aggregate
Commitment Reductions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
2.12  Lending Installations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
2.13  Non-Receipt of Funds by the Agent. . . . . . . . . . . . . . . . . . . . . . . . .  32
2.14  Termination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
2.15  Replacement of Certain Lenders . . . . . . . . . . . . . . . . . . . . . . . . . .  33
2.16  Letters of Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
2.17  Letter of Credit Participation . . . . . . . . . . . . . . . . . . . . . . . . . .  35
2.18  Reimbursement Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
2.19  Cash Collateral. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
2.20  Letter of Credit Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
2.21  Indemnification; Exoneration . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
2.22  Judgment Currency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
2.23  Currency Disruption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
2.24  Termination Date Extension . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39

ARTICLE III:  CHANGE IN CIRCUMSTANCES. . . . . . . . . . . . . . . . . . . . . . . . . .  39
3.1  Yield Protection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
3.2  Changes in Capital Adequacy Regulations . . . . . . . . . . . . . . . . . . . . . .  40
3.3  Availability of Types of Advances . . . . . . . . . . . . . . . . . . . . . . . . .  41
3.4  Funding Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
3.5  Lender Statements; Survival of Indemnity. . . . . . . . . . . . . . . . . . . . . .  41

ARTICLE IV:  CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
4.1  Initial Advances and Letters of Credit. . . . . . . . . . . . . . . . . . . . . . .  42
4.2  Each Advance and Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . .  42

ARTICLE V:  REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . .  43
5.1  Organization; Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
5.2  Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
5.3  No Conflict; Governmental Consents. . . . . . . . . . . . . . . . . . . . . . . . .  43
5.4  Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
5.5  No Material Adverse Change. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
5.6  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
(A)  Tax Examinations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
(B)  Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
5.7  Litigation; Loss Contingencies and Violations . . . . . . . . . . . . . . . . . . .  45
5.8  Subsidiaries; Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
5.9  ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
5.10  Accuracy of Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
5.11  Securities Activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
5.12  Material Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
5.13  Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
5.14  Assets and Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
5.15  Statutory Indebtedness Restrictions. . . . . . . . . . . . . . . . . . . . . . . .  47
5.16  Post-Retirement Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
5.17  Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
5.18  Contingent Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
5.19  Restricted Junior Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
5.20  Labor Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
5.21  Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
5.22  Foreign Employee Benefit Matters . . . . . . . . . . . . . . . . . . . . . . . . .  49

ARTICLE VI:  COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
6.1  Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
(A)  Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
(B)  Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
(C)  Lawsuits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
(D)  Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
(E)  ERISA Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
(F)  Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
(G)  Other Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
(H)  Other Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
(I)  Environmental Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
(J)  Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
6.2  Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
(A)  Existence, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
(B)  Corporate Powers; Conduct of Business . . . . . . . . . . . . . . . . . . . . . . .  53
(C)  Compliance with Laws, Etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
(D)  Payment of Taxes and Claims; Tax Consolidation. . . . . . . . . . . . . . . . . . .  54
(E)  Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
(F)  Inspection of Property; Books and Records; Discussions. . . . . . . . . . . . . . .  54
(G)  ERISA Compliance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
(H)  Maintenance of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
(I)  Environmental Compliance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
(J)  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
(K)  Foreign Employee Benefit Compliance . . . . . . . . . . . . . . . . . . . . . . . .  55
6.3  Negative Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
(A)  Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
(B)  Sales of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
(C)  Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
(D)  Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
(E)  Contingent Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
(F)  Restricted Junior Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
(G)  Conduct of Business; Subsidiaries; Acquisitions . . . . . . . . . . . . . . . . . .  59
(H)  Transactions with Shareholders and Affiliates . . . . . . . . . . . . . . . . . . .  59
(I)  Sales and Leasebacks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
(J)  Margin Regulations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
(K)  ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
(L)  Issuance of Equity Interests. . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
(M)  Organizational Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
(N)  Other Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
(O)  Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
(P)  Hedging Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
(Q)  Subsidiary Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
6.4  Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
(A)  Interest Coverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
(B)  Maximum Leverage Ratio. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
(C)  Capital Expenditures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
(D)  Minimum Consolidated Net Worth. . . . . . . . . . . . . . . . . . . . . . . . . . .  62
(E)  Country Debt Limitations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62

ARTICLE VII:  DEFAULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
7.1  Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64

ARTICLE VIII:  ACCELERATION, DEFAULTING LENDERS; WAIVERS,
AMENDMENTS AND REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
8.1  Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
(a)  Termination of Commitments; Acceleration. . . . . . . . . . . . . . . . . . . . . .  66
(b)  Rescission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
(c) Enforcement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
8.2  Defaulting Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
8.3  Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
8.4  Preservation of Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69

ARTICLE IX:  GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
9.1  Survival of Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
9.2  Governmental Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
9.3  Performance of Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
9.5  Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
9.7  Expenses; Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
(A)  Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
(B)  Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
(C)  Waiver of Certain Claims; Settlement of Claims. . . . . . . . . . . . . . . . . . .  71
(D)  Survival of Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
9.8  Numbers of Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
9.9  Accounting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
9.10  Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
9.11  Nonliability of Lenders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
9.12  GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
9.13  CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL. . . . . . . . . . . . . .  72
(A)  JURISDICTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
(B)  OTHER JURISDICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
(C)  VENUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
(D)  WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
9.14  Subordination of Intercompany Indebtedness . . . . . . . . . . . . . . . . . . . .  74
9.15  No Strict Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75

ARTICLE X:  THE AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
10.1  Appointment; Nature of Relationship. . . . . . . . . . . . . . . . . . . . . . . .  75
10.2  Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
10.3  General Immunity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
10.4  No Responsibility for Loans, Creditworthiness, Collateral, Recitals, Etc.. . . . .  75
10.5  Action on Instructions of Lenders. . . . . . . . . . . . . . . . . . . . . . . . .  76
10.6  Employment of Agents and Counsel . . . . . . . . . . . . . . . . . . . . . . . . .  76
10.7  Reliance on Documents; Counsel . . . . . . . . . . . . . . . . . . . . . . . . . .  76
10.8  The Agent's Reimbursement and Indemnification. . . . . . . . . . . . . . . . . . .  76
10.9  Rights as a Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
10.10  Lender Credit Decision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
10.11  Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
10.12  Collateral Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77

ARTICLE XI:  SETOFF; RATABLE PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . . .  78
11.1  Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
11.2  Ratable Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
11.3  Application of Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
11.4  Relations Among Lenders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79

ARTICLE XII:  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS. . . . . . . . . . . . .  79
12.1  Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
12.2  Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
(A)  Permitted Participants; Effect. . . . . . . . . . . . . . . . . . . . . . . . . . .  80
(B)  Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
(C)  Benefit of Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
12.3  Assignments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
(A)  Permitted Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
(B)  Effect; Effective Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
(C)  The Register. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
12.4  Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
12.5  Dissemination of Information . . . . . . . . . . . . . . . . . . . . . . . . . . .  82

ARTICLE XIII:  NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
13.1  Giving Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
13.2  Change of Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83

ARTICLE XIV:  COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
</TABLE>





<PAGE>

                            EXHIBITS AND SCHEDULES

                                   EXHIBITS
                                   --------

EXHIBIT  A          --          Commitments
(Definitions)

EXHIBIT  B          --          [Reserved]

EXHIBIT  C          --          Form  of  Compliance  Certificate
     (Definitions,        4.2,  6.1(A)(iii))

EXHIBIT  D          --          Form  of  Assignment  Agreement
     (      2.15,  12.3)

EXHIBIT  E          --          List  of  Closing  Documents
(    4.1)

EXHIBIT  F          --          Form  of  Officer's  Certificate
(      4.2,  6.1(A)(iii))

EXHIBIT  G          --          Financial  Statements
(      5.4(A),  5.18)

EXHIBIT  H          --          Form  of  Request  for  Letter  of  Credit
(    2.16)

EXHIBIT  I          --          Form  of  Letter  of  Credit
(    2.16)

                                   SCHEDULES
                                   ---------


The  information  presented  on each of the following Schedules is dated as of
February  28,  1998.


Schedule  1.1.1               --     Permitted Existing Contingent Obligations
(Definitions)

Schedule  1.1.2           --     Permitted Existing Indebtedness (Definitions)

Schedule  1.1.3            --     Permitted Existing Investments (Definitions)

Schedule  1.1.4                  --     Permitted Existing Liens (Definitions)

Schedule  5.3                  --     Conflicts; Governmental Consents (  5.3)

Schedule  5.7                    --     Litigation; Loss Contingencies (  5.7)

Schedule  5.8                    --          Subsidiaries  (    5.8)

Schedule  5.17                    --       Insurance (   5.17, 6.1(D), 6.2(E))

Schedule  5.20          --     Labor Matters; Compensation Agreements (  5.20)

Schedule  5.21                    --          Environmental  Matters  (  5.21)

Schedule  6.3(F)                    --          Restricted  Junior  Payments

Schedule  6.3(H)          --     Transactions with Shareholders and Affiliates




                          SHORT TERM CREDIT AGREEMENT


     This  Short  Term  Credit Agreement dated as of March 31, 1998 is entered
into  among  AGRIBRANDS  INTERNATIONAL,  INC.,  a  Missouri  corporation,  any
SUBSIDIARY  BORROWERS  and any SUBSIDIARY OBLIGORS  (as such terms are defined
herein)  which  are  now  or  may hereafter become a party hereto from time to
time,  the financial institutions from time to time a party hereto as LENDERS,
whether  by  execution  of  this  Agreement  or  an  assignment and acceptance
pursuant  to  Section  12.3,  ABN AMRO BANK N.V., in its capacity as Agent for
              -------------
itself  and  the  other  Lenders.    The  parties  hereto  agree  as  follows:


ARTICLE  I:    DEFINITIONS
--------------------------

     1.1    Certain  Defined Terms.  In addition to the terms defined in other
            ----------------------
sections  of  this Agreement, the following terms used in this Agreement shall
have  the  following  meanings, applicable both to the singular and the plural
forms  of  the  terms  defined:

     As  used  in  this  Agreement:

     "ACQUISITION"  means  any  transaction,  or  any  series  of  related
      -----------
transactions, consummated on or after the date of this Agreement, by which the
      -----
Company  or  any  Subsidiary of the Company (i) acquires any going business or
all  or  substantially  all of the assets of any firm, corporation or division
thereof,  whether  through purchase of assets, merger or otherwise, including,
without  limitation,  by surrender of or foreclosure on collateral provided by
customers or (ii) directly or indirectly acquires (in one transaction or as of
the  most  recent  transaction in a series of transactions, including, without
limitation,  by  surrender  of  or  foreclosure  on  collateral  provided  by
customers)  at  least  a  majority  (in number of vote) of the securities of a
corporation  which  have  ordinary  voting power for the election of directors
(other  than securities having such power only by reason of the happening of a
contingency)  or a majority (by percentage of voting power) of the membership,
ownership  or  other equity interests in a limited liability company or of the
outstanding  partnership  interests  of  a  partnership.

     "ADVANCE"  means a borrowing hereunder consisting of the aggregate amount
      -------
of  the  several Loans made by the Lenders to a Borrower of the same Type and,
in  the  case  of  Eurodollar Advances and Korean Eurodollar Advances, for the
same  Interest  Period.

     "AFFECTED  LENDER"  is  defined  in  Section  2.15  hereof.
      ----------------                    -------------

     "AFFILIATE"  of  any Person means any other Person directly or indirectly
      ---------
controlling, controlled by or under common control with such Person.  A Person
shall  be  deemed  to  control another Person if the controlling Person is the
"beneficial  owner"  (as  defined  in Rule 13d-3 under the Securities Exchange
Act)  of greater than ten percent (10%) or more of any class of voting Capital
Stock  (or  other  voting  interests)  of  the controlled Person or possesses,
directly  or  indirectly,  the  power  to direct or cause the direction of the
management  or  policies  of the controlled Person through ownership of Equity
Interests.    In  addition, each director of a Borrower or any Subsidiary of a
Borrower  shall  be  deemed  to  be  an  Affiliate  of  each  Borrower.

     "AGENT"  means  ABN  AMRO  Bank  N.V.  in  its  capacity  as  contractual
      -----
representative for itself and the Lenders pursuant to Article X hereof and any
      ---                                             ---------
successor  Agent  appointed  pursuant  to  Article  X  hereof.
                                           ----------

     "AGGREGATE  COMMITMENT" means the aggregate of the Commitments of all the
      ---------------------
Lenders  under  this  Agreement  as adjusted from time to time pursuant to the
terms  hereof.    The  initial  Aggregate Commitment is Fifty-Five Million and
00/100  Dollars  ($55,000,000.00).

     "AGREEMENT" means this Short Term Credit Agreement, as it may be amended,
      ---------
restated  or  otherwise  modified  and  in  effect  from  time  to  time.

     "AGREEMENT  ACCOUNTING  PRINCIPLES"  means  generally accepted accounting
      ---------------------------------
principles as in effect as of the date of this Agreement in the United States.
If  any  changes  in  generally  accepted  accounting principles are hereafter
required or permitted and are adopted by the Company with the agreement of its
independent  certified  public accountants and such changes result in a change
in  the  method of calculation of any of the financial covenants, restrictions
or  standards  herein  or  in  the  related  definitions or terms used therein
("Covenant  Accounting  Changes"),  the  parties  hereto  agree  to enter into
      -------------------------
negotiations,  in  good  faith,  in order to amend such provisions in a credit
neutral manner so as to reflect equitably such changes with the desired result
that  the  criteria  for  evaluating  the  Company's  consolidated  financial
condition shall be the same after such changes as if such changes had not been
made;  provided,  however,  that  no Covenant Accounting Change shall be given
       --------   -------
effect  in  such  calculations  until  such provisions are amended in a manner
reasonably satisfactory to the Required Lenders.  If such amendment is entered
into,  all  references  in  this  Agreement to Agreement Accounting Principles
shall  mean  generally  accepted  accounting principles as of the date of such
amendment  except as agreed in connection with the Covenant Accounting Changes
set  forth  in  such  an  amendment and together with any changes in generally
accepted  accounting principles after the date of such amendment which are not
Covenant  Accounting  Changes.

     "ALTERNATE  BASE RATE" means, for any day, a fluctuating rate of interest
      --------------------
per  annum equal to the higher of (i) the Prime Rate for such day and (ii) the
sum  of  (a) the Federal Funds Effective Rate for such day and (b) one-half of
one  percent  (0.5%)  per  annum.

     "APPLICABLE  FACILITY  FEE" as at any date of determination, shall be the
      -------------------------
rate  per  annum  then  applicable  in the determination of the amount payable
under  Section  2.10(C) with respect to the Aggregate Commitment determined in
       ----------------
accordance  with  the  provisions  of  Section  2.4(b).
                                       ---------------

     "APPLICABLE  EURODOLLAR MARGIN" as at any date of determination, shall be
      -----------------------------
the  rate  per  annum  then applicable to Eurodollars Rate Loans determined in
accordance  with  the  provisions  of  Section  2.4(b).
                                       ---------------

     "APPLICABLE  BASE  RATE MARGIN" as at any date of determination, shall be
      -----------------------------
the rate per annum then applicable to Base Rate Loans determined in accordance
with  the  provisions  of  Section  2.4(b).
                           ---------------

     "APPLICABLE  LETTER OF CREDIT FEE" as at any date of determination, shall
      --------------------------------
be  the  rate  per  annum  then  applicable in the determination of the amount
payable  under  Section  2.20 with respect to Letters of Credit, determined in
                -------------
accordance  with  the  provisions  of  Section  2.4(b).
                                       ---------------

     "APPLICABLE  MARGIN(S)"  is  defined  in  Section  2.4(b).
      ---------------------                    ---------------

     "ARRANGER"  means  ABN AMRO Bank N.V. in its capacity as the arranger for
      --------
the  loan  transaction  evidenced  by  this  Agreement.

     "AUTHORIZED  OFFICER"  means  any  of  the chief executive officer, chief
      -------------------
operating  officer,  chief  financial  officer,  controller and treasurer of a
Borrower,  acting  singly.

     "BASE  RATE"  means,  for any day for any Loan, a rate per annum equal to
      ----------
(i)  the  Alternate  Base Rate for such day plus (ii) the Applicable Base Rate
Margin  applicable  to such Loan, changing when and as the Alternate Base Rate
changes.

     "BASE  RATE  ADVANCE"  means  an Advance which bears interest at the Base
      -------------------
Rate.

     "BASE  RATE  LOAN" means a Loan, or portion thereof, which bears interest
      ----------------
at  the  Base  Rate.

     "BENEFIT  PLAN"  means a defined benefit plan as defined in Section 3(35)
      -------------
of  ERISA (other than a Multiemployer Plan) in respect of which the Company or
any  other  member  of  the  Controlled  Group  is,  or within the immediately
preceding  six  (6)  years  was,  an  "employer" as defined in Section 3(5) of
ERISA.

     "BORROWER"  shall  mean  the  Company, Agribrands Canada, Inc., a company
      --------
organized  under  the federal laws of Canada, Purina Italia, S.p.A., a company
organized  under  the  laws of Italy, Purina Espana, S.A., a company organized
under  the  laws  of  Spain,  Purina Hungaria Animal Feed Production & Trading
Company,  Ltd.,  a  company  organized  under  the laws of Hungary, and Purina
Korea,  Inc., a corporation organized under the laws of the Republic of Korea,
and  each  of  their  respective  successors  and  assigns.

     "BORROWING  DATE"  means  a  date on which an Advance, is made hereunder.
      ---------------

     "BORROWING  NOTICE"  is  defined  in  Section  2.4(a)  hereof.
      -----------------                    ---------------

     "BUSINESS  DAY"  means (i) with respect to any borrowing, payment or rate
      -------------
selection  of  Revolving  Loans bearing interest at the Eurodollar Rate, a day
(other  than a Saturday or Sunday) on which banks are open for business in New
York,  New  York  and Chicago, Illinois and on which dealings in United States
Dollars  and  Korean  Won  are carried on in the relevant interbank market and
(ii)  for  all other purposes a day (other than a Saturday or Sunday) on which
banks  are  open  for  business  in  New York, New York and Chicago, Illinois.

     "CALCULATION DATE" means (i) with respect to any Revolving Loan or Letter
      ----------------
of Credit in Korean Won, the Business Day of the making of such Revolving Loan
or  the issuance of the Letter of Credit with respect to Korean Won; (ii) with
respect to outstanding Revolving Loans and Letters of Credit, (x) the Business
Day  on  which  any subsequent Loan is made or Letter of Credit is issued, (y)
the  twenty-fifth  day  of  each  calendar  month  (or,  if such date is not a
Business  Day,  the  next succeeding Business Day), and (z) any other Business
Day  selected  at  the option of the Agent or at the direction of the Required
Lenders;  provided,  with  respect  to any option exercised pursuant to clause
          --------                                                      ------
(ii)(z)  above,  without  the  consent  of the Agent required to calculate the
   ----
applicable  Exchange  Rate, the Calculation Date selected shall not be earlier
   -
than  the  second  (2nd)  Business  Day  following  exercise  of  such option.

     "CAPITAL  EXPENDITURES"  means,  for  any  period,  the  aggregate of all
      ---------------------
expenditures  (whether  paid  in  cash or accrued as liabilities and including
Capitalized  Leases)  by  the  Company and its Subsidiaries during that period
that,  in  conformity with Agreement Accounting Principles, are required to be
included  in  or  reflected by the property, plant, equipment or similar fixed
asset  accounts reflected in the consolidated balance sheet of the Company and
its  Subsidiaries  other  than with respect to the acquisition of inventory in
the  ordinary  course  of  business.

     "CAPITAL  STOCK" means (i) in the case of a corporation, corporate stock,
      --------------
(ii)  in  the  case  of an association or business entity, any and all shares,
interests,  participations, rights or other equivalents (howsoever designated)
of  corporate stock, (iii) in the case of a partnership, partnership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or  distributions  of  assets  of,  the  issuing  person,  in  each  such case
regardless  of  class  or  designation.

     "CAPITALIZED  LEASE"  of  a  Person  means  any lease of property by such
      ------------------
Person  as lessee which would be capitalized on a balance sheet of such Person
prepared  in  accordance  with  Agreement  Accounting  Principles.

     "CAPITALIZED  LEASE  OBLIGATIONS"  of  a  Person  means the amount of the
      -------------------------------
obligations of such Person under Capitalized Leases which would be capitalized
on  a  balance  sheet  of  such  Person  prepared in accordance with Agreement
Accounting  Principles.

     "CASH  COLLATERAL  ACCOUNT" means that certain deposit account maintained
      -------------------------
at all times by the Company at ABN AMRO Bank N.V. with a balance not less than
$25,000,000  at  any  time.

     "CASH  EQUIVALENTS"  means  (i)  marketable  direct obligations issued or
      -----------------
unconditionally  guaranteed  by  the  government  of  the United States or the
government  of  any member of the European Union; (ii) domestic and Eurodollar
certificates  of deposit and time deposits, bankers' acceptances issued by any
commercial  bank  organized  under  the  laws  of the United States, any state
thereof,  the District of Columbia, or its branches or agencies or the laws of
any  member  of  the  European  Union  and  having  a rating of B or better by
Thompson  BankWatch,  or rated A or better by S&P and A2 or better by Moody's;
(iii)  shares  of  money  market, mutual or similar funds having net assets in
excess  of $500,000,000 maturing or being due or payable in full not more than
one hundred eighty (180) days after any Borrower's acquisition thereof and the
investments  of  which  are  limited  to  investment  grade  securities (i.e.,
securities  rated  at  least  Baa  by Moody's or at least BBB by S&P) and (iv)
commercial paper of United States and foreign banks and bank holding companies
and  their  subsidiaries  and  United  States and foreign finance, commercial,
industrial  or  utility companies which, at the time of acquisition, are rated
A-1 (or better) by S&P or P-1 (or better) by Moody's, or are backed by letters
of  credit  from  banks  rated B or better by Thompson BankWatch or rated A or
better  by  S&P  and  A2 or better by Moody's; provided that the maturities of
                                               --------
such  Cash  Equivalents  shall  not  exceed  365  days.

     "CASH  INTEREST  EXPENSE"  will  mean, for any period, the total Interest
      -----------------------
Expense of the applicable entity actually paid in cash (including the interest
component of Capitalized Leases but excluding the arrangement fee set forth in
the  letter  agreement  between  the Agent, the Arranger and the Company dated
February  25,  1998) all as determined in conformity with Agreement Accounting
Principles.

     "CHANGE"  is  defined  in  Section  3.2  hereof.
      ------                    ------------

     "CHANGE  OF  CONTROL"  means  any  of  the  following:
      -------------------

     (i)     any "person" or "group" (as such terms are used in Sections 13(d)
                                                                --------------
and 14(d) of the Exchange Act)is or becomes the "beneficial owner" (as defined
    -----
in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be
deemed  to  have "beneficial ownership" of all securities that such person has
the  right  to  acquire, whether such right is exercisable immediately or only
after  the  passage  of  time), directly or indirectly, of  20% or more of the
combined  voting  power  of  the Company's Capital Stock ordinarily having the
right  to  vote  at  an  election  of  directors;

     (ii)          during  any  period  of  12  consecutive  calendar  months,
individuals:

(a)      who were directors of the Company on the first day of such period, or

(b)     whose election or nomination for election to the board of directors of
the  Company  was  recommended  or  approved  by  at  least  a majority of the
directors  then still in office who were directors of the Company on the first
day  of  such  period,  or  whose  election  or nomination for election was so
approved,

shall cease to constitute a majority of the board of directors of the Company;

     (iii)          the  Company  consolidates  with  or  merges  into another
corporation  or  conveys,  transfers or leases all or substantially all of its
property  to  any  Person, or any corporation consolidates with or merges into
the  Company,  in  either  event  pursuant  to  a  transaction  in  which  the
outstanding  Capital  Stock  of the Company is reclassified or changed into or
exchanged  for  cash,  securities  or  other  property;  and

     (iv)         except as provided by Section 6.3(B)(iv) with respect to the
                                        ------------------
sale,  dissolution  or liquidation of certain Subsidiaries of the Company, the
Company  shall  cease  to own of record and beneficially, with sole voting and
dispositive  power, at least 80% of the outstanding shares of Capital Stock of
each  Subsidiary  Borrower  and  each Subsidiary Obligor ordinarily having the
right  to  vote  at an election of directors or shall cease to have the power,
directly  or indirectly, to elect a majority of the board of directors of each
Subsidiary  Borrower.

     "CLOSING  DATE" means the date on which the Agent notifies the Company in
      -------------
writing  that  all of the conditions precedent under Sections 4.1 and 4.2 have
                                                     ------------     ---
been  satisfied  and  any  of  the Borrowers may request Loans, and any of the
Borrowers or the Subsidiary Obligors may request Letters of Credit, under this
Agreement.

     "CODE"  means  the Internal Revenue Code of 1986, as amended, reformed or
      ----
otherwise  modified  from  time  to  time.

     "COLLATERAL  DOCUMENT"  shall  mean the Pledge Agreements, the Guaranties
      --------------------
and  all  other  security  agreements,  mortgages,  loan  agreements,  notes,
guarantees, pledges, powers of attorney, consents, assignments, contracts, fee
letters,  notices,  leases,  financing statements and all other written matter
whether  heretofore, now, or hereafter executed by or on behalf of the Company
or  any  of its Subsidiaries and delivered to the Agent or any of the Lenders,
together with all agreements and documents referred to therein or contemplated
thereby.

     "COLLATERAL"  means  all  property  and interest in property now owned or
      ----------
hereafter  acquired by the Company which has been pledged to the Agent for the
benefit  of  the  Holders  of Secured Obligations under the Pledge Agreements.

     "COMMISSION"  means the Securities and Exchange Commission and any Person
      ----------
succeeding  to  the  functions  thereof.

     "COMMITMENT"  means,  for  each  Lender, the obligation of such Lender to
      ----------
make  Revolving Loans, and to purchase participations in Letters of Credit not
exceeding  the Dollar Amount set forth on Exhibit A to this Agreement opposite
                                          ---------
its  name  thereon  under  the  heading  "Commitment" or in the assignment and
acceptance  by  which  it became a Lender, as such amount may be modified from
time  to time pursuant to the terms of this Agreement or to give effect to any
applicable  assignment  and  acceptance.

     "COMPANY"  means  Agribrands International, Inc., a Missouri corporation,
      -------
together  with  its  successors  and  assigns.

     "COMPLIANCE CERTIFICATE" means a certificate substantially in the form of
      ----------------------
Exhibit  C  delivered  to the Agent and each Lender by the Company pursuant to
----------
the  provisions  of  this  Agreement  and  covering,  among  other things, its
--
calculation  of  the  Applicable  Margins, Applicable Facility Fee, Applicable
--
Letter of Credit Fee, its compliance with the financial covenants contained in
--
Section  6.4  and  certain  other  provisions  of  this  Agreement.
------------

     "CONFIDENTIAL  INFORMATION  MEMORANDUM"  means  that certain Confidential
      -------------------------------------
Information  Memorandum dated February 1998 and delivered by the Agent and the
Company  to  prospective  Lenders  in  connection  with  this  Agreement.

     "CONSOLIDATED  EBITDA"  means,  for any period, EBITDA of the Company and
      --------------------
its  Subsidiaries  on  a  consolidated  basis.

     "CONSOLIDATED  NET  WORTH" means, at a particular date, all amounts which
      ------------------------
would  be  included under shareholders' or members' equity for the Company and
its  consolidated  Subsidiaries  deter-mined  in  accordance  with  Agreement
Accounting  Principles.

     "CONTAMINANT"  means  any  waste,  pollutant,  hazardous substance, toxic
      -----------
substance,  hazardous  waste,  special  waste,  petroleum or petroleum-derived
substance  or  waste,  asbestos,  polychlorinated  biphenyls  ("PCBS"), or any
constituent of any such substance or waste, and includes but is not limited to
these terms as defined in Environmental, Health or Safety Requirements of Law.

     "CONTINGENT  OBLIGATION", as applied to any Person, means any Contractual
      ----------------------
Obligation,  contingent  or  otherwise,  of  that  Person  with respect to any
Indebtedness  of  another  or  other  obligation  or  liability  of  another,
including,  without limitation, any such Indebtedness, obligation or liability
of  another  directly  or  indirectly guaranteed, endorsed (otherwise than for
collection  or  deposit  in  the  ordinary  course  of  business),  co-made or
discounted  or  sold with recourse by that Person, or in respect of which that
Person  is  otherwise  directly  or  indirectly  liable, including Contractual
Obligations  (contingent  or  otherwise)  arising  through  any  agreement  to
purchase,  repurchase,  or  otherwise acquire such Indebtedness, obligation or
liability  or  any  security  therefor, or to provide funds for the payment or
discharge  thereof  (whether  in the form of loans, advances, stock purchases,
capital contributions or otherwise), or to maintain solvency, assets, level of
income,  or other financial condition, or to make payment other than for value
received.

     "CONTINGENT  PURCHASE  PRICE OBLIGATION", as applied to any Person, means
      --------------------------------------
any  Contractual  Obligation  of  such  Person  incurred in connection with an
Acquisition  pursuant  to  which  such  Person  is obligated to pay additional
consideration  to  the  applicable seller in the form of an earnout, milestone
payment, contingent purchase price payment, or other similar performance based
compensation  relating  to post-Acquisition financial or operating performance
of  the  business  acquired.

     "CONTRACTUAL  OBLIGATION",  as applied to any Person, means any provision
      -----------------------
of  any  equity  or  debt  securities  issued by that Person or any indenture,
mortgage,  deed  of  trust,  security  agreement,  pledge agreement, guaranty,
contract,  undertaking,  agreement  or  instrument, in any case in writing, to
which that Person is a party or by which it or any of its properties is bound,
or  to  which  it  or  any  of  its  properties  is  subject.

     "CONTROLLED  GROUP"  means  the  group  consisting of (i) any corporation
      -----------------
(other  than  Ralston  Purina  Company and any company that is a subsidiary of
such  company as of the Closing Date) which is a member of the same controlled
group  of  corporations  (within the meaning of Section 414(b) of the Code) as
the  Company;  (ii)  a  partnership or other trade or business (whether or not
incorporated  (other  than  Ralston  Purina  Company and any company that is a
subsidiary  of  such  company  as  of the Closing Date)) which is under common
control  (within  the meaning of Section 414(c) of the Code) with the Company;
and (iii) a member of the same affiliated service group (within the meaning of
Section  414(m)  of  the  Code)  as  the Company, any corporation described in
clause  (i)  above or any partnership or trade or business described in clause
     ------                                                             ------
(ii)  above  (in  each case, other than Ralston Purina Company and any company
 ---
that  is  a  subsidiary  of  such  company  as  of  the  Closing  Date).
 -

     "CONVERSION/CONTINUATION  NOTICE"  is  defined  in Section 2.6(D) hereof.
      -------------------------------                   --------------

     "CUSTOMARY  PERMITTED  LIENS"  means:
      ---------------------------

     (i)       Liens (other than Environmental Liens and Liens in favor of the
IRS  or  the  PBGC)  with  respect  to  the  payment  of taxes, assessments or
governmental  charges  in  all  cases which are not yet due or which are being
contested  in  good faith by appropriate proceedings and with respect to which
adequate  reserves  or  other  appropriate  provisions are being maintained in
accordance  with  Agreement  Accounting  Principles;

     (ii)      statutory Liens of landlords and Liens of suppliers, mechanics,
carriers, materialmen, warehousemen or workmen and other similar Liens imposed
by  law  created in the ordinary course of business for amounts not yet due or
which  are  being  contested in good faith by appropriate proceedings and with
respect  to  which adequate reserves or other appropriate provisions are being
maintained  in  accordance  with  Agreement  Accounting  Principles;

     (iii)     Liens (other than Environmental Liens and Liens in favor of the
IRS  or the PBGC) incurred or deposits made in the ordinary course of business
in  connection  with  worker's  compensation,  unemployment insurance or other
types  of  social  security  benefits  or  to  secure the performance of bids,
tenders,  sales,  contracts  (other than for the repayment of borrowed money),
surety,  appeal and performance bonds; provided that (A) all such Liens do not
                                       --------
in  the  aggregate  materially detract from the value of assets or property of
any  Borrower  taken  as  a  whole or materially impair the use thereof in the
operation of the businesses taken as a whole, and (B) all Liens securing bonds
to stay judgments or in connection with appeals that do not secure at any time
an  aggregate  amount  exceeding  $5,000,000;

     (iv)        Liens arising with respect to zoning restrictions, easements,
licenses,  reservations, covenants, rights-of-way, utility easements, building
restrictions  and  other  similar  charges  or encumbrances on the use of real
property  which  do not interfere with the ordinary conduct of the business of
any  Borrower  or  any  Subsidiary  of  any  Borrower;

     (v)      Liens of attachment or judgment with respect to judgments, writs
or  warrants  of  attachment,  or  similar process against any Borrower or any
Subsidiary  of  any  Borrower  which do not constitute a Default under Section
                                                                       -------
7.1(h);
   ---

     (vi)          Liens arising from leases, subleases or licenses granted to
others which do not interfere in any material respect with the business of any
Borrower  or  any  Subsidiary  of  any  Borrower;  and

     (vii)      any interest or title of the lessor in the property subject to
any  operating  lease  entered  into  by any Borrower or any Subsidiary of any
Borrower  in  the  ordinary  course  of  business.

     "DEFAULT"  means  an  event  described  in  Article  VII  hereof.
      -------                                    ------------

     "DOL"  means  the  United  States  Department  of  Labor  and  any Person
      ---
succeeding  to  the  functions  thereof.
      --

     "DOLLAR"  or  "$" means the lawful money of the United States of America.
      ------        -

     "DOLLAR  AMOUNT" of any currency at any date shall mean (i) the amount of
      --------------
such  currency  if  such  currency is Dollars or (ii) the Equivalent Amount of
Dollars if such currency is any currency other than Dollars, calculated on the
basis  of  the  then  applicable  Exchange  Rate.

     "EBITDA"  will  mean,  for  any  period,  on a consolidated basis for the
      ------
applicable  Person,  the  sum  of  the  amounts  for  such  period,  without
duplication,  of  (i)  net  sales minus (ii) cost of products sold minus (iii)
                                  -----                            -----
selling,  general  and administrative expenses, plus (iv) depreciation expense
                                                ----
to  the  extent  deducted  in  computing the amounts in clauses (ii) and (iii)
                                                        ------------     -----
above,  plus  (v)  amortization  expense,  including,  without  limitation,
        ----
amortization of goodwill and other intangible assets to the extent deducted in
       --
computing  the  amounts  in clauses (ii) and (iii) above, all as determined in
                            ------------     -----
accordance  with  Agreement Accounting Principles.  EBITDA for each Subsidiary
shall  be  calculated  excluding  the  effect of any service fees paid by such
Subsidiary  to  the  Company.

     "EBITDA CONTRIBUTION RATIO" shall mean the ratio of (i) Total Debt of the
      -------------------------
Company  and its Subsidiaries to (ii) the sum of 100% of EBITDA contributed by
Subsidiaries  in  countries with a rating of equal to or better than BBB- from
S&P  and  Baa3  from  Moody's and 50% of EBITDA contributed by Subsidiaries in
countries  with  a  rating of lower than BBB- from S&P or lower than Baa3 from
Moody's.

     "ENVIRONMENTAL,  HEALTH  OR  SAFETY  REQUIREMENTS  OF  LAW"  means  all
      ---------------------------------------------------------
Requirements  of  Law  derived from or relating to foreign, federal, state and
      ---
local laws or regulations relating to or addressing pollution or protection of
the  environment, or protection of worker health or safety, including, but not
limited  to,  the  Comprehensive  Environmental  Response,  Compensation  and
Liability  Act,  42  U.S.C.   9601 et seq., the Occupational Safety and Health
                                   -- ---
Act  of  1970,  29  U.S.C.      651 et seq., and the Resource Conservation and
                                    -- ---
Recovery  Act  of  1976,  42 U.S.C.   6901 et seq., in each case including any
                                           -- ---
amendments  thereto,  any  successor statutes, and any regulations or guidance
promulgated  thereunder,  and  any  state  or  local  equivalent  thereof.

     "ENVIRONMENTAL  LIEN" means a lien in favor of any Governmental Authority
      -------------------
for  (a)  any  liability under Environmental, Health or Safety Requirements of
Law,  or  (b)  damages  arising  from,  or costs incurred by such Governmental
Authority  in  response  to,  a Release or threatened Release of a Contaminant
into  the  environment.

     "ENVIRONMENTAL PROPERTY TRANSFER ACT" means any applicable requirement of
      -----------------------------------
law  that  conditions,  restricts,  prohibits  or requires any notification or
disclosure  triggered  by the closure of any property or the transfer, sale or
lease  of  any  property  or  deed or title for any property for environmental
reasons,  including,  but  not  limited  to,  any  so-called  "Industrial Site
Recovery  Act"  or  "Responsible  Property  Transfer  Act."

     "EQUIPMENT" means all of the present and future (i) equipment, including,
      ---------
without  limitation,  machinery,  manufacturing,  distribution,  selling, data
processing  and  office  equipment,  assembly  systems,  tools,  molds,  dies,
fixtures,  appliances,  furniture,  furnishings,  vehicles, vessels, aircraft,
aircraft  engines,  and  trade fixtures, (ii) other tangible personal property
(other  than  the  Inventory),  and  (iii)  any  and all accessions, parts and
appurtenances  attached  to    any  of  the  foregoing  or  used in connection
therewith,  and  any  substitutions  therefor  and  replacements, products and
proceeds  thereof  owned  by  the  Company  or  any  of  the  other Borrowers.

     "EQUITY  INTERESTS"  means  Capital  Stock  and  all  warrants,  options,
      -----------------
purchase  rights,  conversion  or  exchange  rights,  other  rights to acquire
      -
Capital  Stock  and  all  voting rights, calls or claims of any character with
respect  thereto (but excluding any debt security that is convertible into, or
exchangeable  for,  Capital  Stock).

     "EQUIVALENT AMOUNT" of any currency with respect to any amount of Dollars
      -----------------
at  any  date means the equivalent in such currency of such amount of Dollars,
calculated on the basis of the then applicable Exchange Rate rounded up to the
nearest  incremental  amount  of such currency as determined by the Agent from
time  to  time.

     "ERISA"  means  the  Employee  Retirement Income Security Act of 1974, as
      -----
amended  from  time  to time including (unless the context otherwise requires)
any  rules  or  regulations  promulgated  thereunder.

     "EURODOLLAR  ADVANCE"  means  an  Advance (other than a Korean Eurodollar
      -------------------
Advance)  which  bears  interest  at  the  Eurodollar  Rate.

     "EURODOLLAR BASE RATE" means, with respect to a Eurodollar Loan or Korean
      --------------------
Eurodollar  Loan  for the relevant Interest Period, the rate at which deposits
in  Dollars  are  offered  by  ABN  AMRO Bank N.V. to first-class banks in the
London interbank market at approximately (x) in the case of a Eurodollar Loan,
11:00  a.m.  (London  time)  two Business Days and (y) in the case of a Korean
Eurodollar  Loan,  11:00  a.m. (London time) three Business Days, prior to the
first  day  of such Interest Period, in the approximate amount of the portions
of  the  relevant Eurodollar Loan of ABN AMRO Bank N.V., and having a maturity
approximately  equal  to  such  Interest  Period.

     "EURODOLLAR  LOAN" means a Loan (other than a Korean Eurodollar Loan), or
      ----------------
portion  thereof,  which  bears  interest  at  the  Eurodollar  Rate.

"EURODOLLAR  RATE"  means,  with  respect  to  a  Eurodollar Advance or Korean
 ----------------
Eurodollar  Advance  for  the relevant Interest Period, the sum of (a) (i) the
 -----
Eurodollar  Base  Rate  divided  by  (ii)  one  minus  the Reserve Requirement
 -                                              -----
(expressed  as  a  decimal)  applicable  to  such Interest Period plus (b) the
 -                                                                ----
percentage  determined  in accordance with Section 2.4(b) to be the Applicable
 -                                         --------------
Eurodollar  Margin  in  connection  with  Eurodollar  Loans.

     "EXCHANGE  RATE"  means  with respect to Korean Won on a particular date,
      --------------
the  rate at which Korean Won may be exchanged into Dollars, calculated on the
basis  of  the arithmetical mean of the buy and sell spot rates of exchange of
the  Agent  in  the London interbank market (or other market where the Agent's
foreign  currency  exchange operations in respect of Korean Won are then being
conducted) for Korean Won at or about 1:00 p.m. (local time), on such date for
the  purchase  of  Dollars with Korean Won for delivery five (5) Business Days
later;  provided,  however, that if at the time of any such determination, for
        --------   -------
any  reason,  no  such  spot  rate  is  being  quoted,  the  Agent may use any
reasonable  method  it  deems  appropriate  to  determine  such rate, and such
determination  shall  be  conclusive  absent  manifest  error.

     "FEDERAL  FUNDS  EFFECTIVE RATE" means, for any day, an interest 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 for such day (or, if such day is not a
Business  Day,  for  the  immediately  preceding  Business Day) by the Federal
Reserve  Bank  of  New  York, or, if such rate is not so published for any day
which  is a Business Day, the average of the quotations at approximately 10:00
a.m.  (New  York  time) on such day on such transactions received by the Agent
from  three Federal funds brokers of recognized standing selected by the Agent
in  its  sole  discretion.

     "FEES"  are  described  in  Section  2.10(C)  hereof.
      ----                       ----------------

     "FOREIGN  EMPLOYEE  BENEFIT  PLAN"  means  any  employee  benefit plan as
      --------------------------------
defined in Section 3(3) of ERISA which is maintained or contributed to for the
benefit  of  the  employees  of  the  Company,  any of its Subsidiaries or any
members  of its Controlled Group and is not covered by ERISA pursuant to ERISA
Section  4(b)(4).

     "FOREIGN  PENSION  PLAN"  means any employee benefit plan as described in
      ----------------------
Section  3(3)  of  ERISA  which  (i)  is  maintained or contributed to for the
benefit  of  employees  of  the Company, any of its Subsidiaries or any of its
ERISA  Affiliates, (ii) is not covered by ERISA pursuant to Section 4(b)(4) of
ERISA,  and (iii) under applicable local law, is required to be funded through
a  trust  or  other  funding  vehicle.

     "GOVERNMENTAL  ACTS"  is  defined  in  Section  2.21(a)  hereof.
      ------------------                    ----------------

     "GOVERNMENTAL  AUTHORITY"  means  any  nation or government, any federal,
      -----------------------
state,  local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining  to  government.

     "GUARANTY"  means  each of (i) those certain Guaranties executed in favor
      --------
of the Agent for the benefit of the Holders of Secured Obligations pursuant to
which  each of the Subsidiary Borrowers and Subsidiary Obligors shall guaranty
all  of  the  Obligations  of  the  other  Subsidiary Borrowers and Subsidiary
Obligors  and  (ii)  that certain Guaranty executed by the Company in favor of
the  Agent  for  the benefit of the Holders of Secured Obligations pursuant to
which  the  Company  shall  guaranty  all of the Obligations of the Subsidiary
Borrowers  and  the  Subsidiary  Obligors,  in  each  case, as the same may be
amended,  restated,  supplemented  or  otherwise  modified  from time to time.

"HEDGING  AGREEMENTS"  is  defined  in  Section  6.3(P).
 -------------------                    ---------------

     "HEDGING  OBLIGATIONS"  of a Person means any and all obligations of such
      --------------------
Person,  whether  absolute or contingent and howsoever and whensoever created,
arising,  evidenced  or  acquired  (including  all  renewals,  extensions  and
modifications  thereof  and  substitutions  therefor),  under  (i) any and all
agreements,  devices  or  arrangements designed to protect at least one of the
parties  thereto  from  the  fluctuations of interest rates, commodity prices,
exchange rates or forward rates applicable to such party's assets, liabilities
or exchange transactions, including, but not limited to, dollar-denominated or
cross-currency  interest  rate  exchange agreements, forward currency exchange
agreements,  interest  rate  cap or collar protection agreements, forward rate
currency  or  interest  rate  options, puts and warrants, and (ii) any and all
cancellations, buy backs, reversals, terminations or assignments of any of the
foregoing.

     "HOLDERS  OF  SECURED  OBLIGATIONS"  means  the  holders  of  the Secured
      ---------------------------------
Obligations from time to time and shall refer to (i) each Lender in respect of
      -
its  Loans  and the L/C Obligations owed directly or indirectly to such Lender
(including,  if  applicable,  any  agency  or Affiliate of a Lender), (ii) the
Issuing  Lenders in respect of Reimbursement Obligations and other Obligations
relating  to  its  Letters  of  Credit, (iii) the Agent, the Arranger, and the
Issuing  Lenders  in  respect  of all other present and future obligations and
liabilities  of  any  Borrower  or any of their subsidiaries of every type and
description  arising  under  or in connection with this Agreement or any other
Loan  Document,  (iv)  each  Indemnitee  in  respect  of  the  obligations and
liabilities  of any Borrower to such Person hereunder or under any of the Loan
Documents,  (v) each Lender (or any agency or Affiliate thereof) in respect of
all  Hedging  Obligations of any Borrower or any of their Subsidiaries to such
lender  (or agency or Affiliate thereof) and (vi) their respective successors,
transferees  and  assigns.

     "INDEBTEDNESS"  of  any Person means (i) any indebtedness of such Person,
      ------------
contingent  or  otherwise,  (a)  in  respect  of  borrowed money including all
principal,  interest,  fees  and expenses with respect thereto (whether or not
the  recourse  of  the  lender is to the whole of the assets of such Person or
only  to  a  portion  thereof), or (b) evidenced by bonds, notes, acceptances,
debentures  or  other  instruments  or  letters  of  credit  (or reimbursement
obligations  with  respect  thereto,  including, in the case of the Borrowers,
Reimbursement  Obligations with respect to amounts funded under the Letters of
Credit)  or representing the balance deferred and unpaid of the purchase price
of any property (including pursuant to Capitalized Leases) or services, if and
to  the  extent  any of the foregoing indebtedness would appear as a liability
upon  a  balance  sheet  of  such Person prepared in accordance with Agreement
Accounting  Principles  (except that any such balance that constitutes a trade
payable and/or an accrued liability arising in the ordinary course of business
shall  not  be  considered  Indebtedness);  (ii)  to  the extent not otherwise
included,  (a)  any Capitalized Lease Obligations, (b) obligations, whether or
not  assumed,  secured  by  Liens or payable out of the proceeds or production
from  property  now  or  hereafter  owned  or acquired by such Person, and (c)
Contingent  Obligations in respect of Indebtedness of other Persons (exclusive
of  whether  such  items would appear upon such balance sheet).  The amount of
Indebtedness  of  any  Person at any date shall be without duplication (i) the
outstanding balance at such date of all unconditional obligations as described
above  and  the  maximum  liability of any such Contingent Obligations at such
date and (ii) in the case of Indebtedness of others secured by a Lien to which
the  property or assets owned or held by such Person is subject, the lesser of
(x) the fair market value at such date of any asset subject to a Lien securing
the  Indebtedness  of  others  and (y) the amount of the Indebtedness secured.

     "INDEMNIFIED  MATTERS"    is  defined  in  Section  9.7(B)  hereof.
      --------------------                      ---------------

     "INDEMNITEES"  is  defined  in  Section  9.7(B)  hereof.
      -----------                    ---------------

"INTEREST  EXPENSE"  means,  for  any  period, the consolidated total interest
 -----------------
expense  of  the  Company  and  its Subsidiaries, determined on a consolidated
 ---
basis,  whether  paid  or  accrued,  but  without  duplication  (including the
 ---
interest  component of Capitalized Leases), but excluding interest expense not
 ---
payable  in  cash  (including  amortization  of  discount)  and  excluding the
arrangement  fee  set  forth  in  the  letter agreement between the Agent, the
Arranger  and  the  Company  dated  February  25,  1998,  all as determined in
conformity  with  Agreement  Accounting  Principles.

     "INTEREST  PERIOD" means, (x) with respect to a Eurodollar Loan, a period
      ----------------
of one (1), two (2), three (3) or six (6) months, and, to the extent available
to all of the Lenders, upon request of the applicable Borrower and only if the
Lenders,  in  their  discretion,  shall  agree, nine (9) months or twelve (12)
months,  and  (y)  with  respect to a Korean Eurodollar Loan,  a period of one
(1),  two  (2) or three (3) months, and, to the extent available to all of the
Lenders,  upon request of Purina Korea, Inc. and only if the Lenders, in their
discretion, shall agree, six (6) months, in each case commencing on a Business
Day  selected  by  the  applicable  Borrower pursuant to this Agreement.  Such
Interest  Period  shall  end  on  (but  exclude)  the  day  which  corresponds
numerically  to  such  date  one, two, three or six months and, if applicable,
nine or twelve months, thereafter; provided, however, that if there is no such
                                   --------  -------
numerically  corresponding day in such next, second, third or sixth succeeding
month  and,  if  applicable,  ninth or twelfth succeeding month, such Interest
Period shall end on the last Business Day of such next, second, third or sixth
succeeding  month and, if applicable, ninth or twelfth succeeding month.  With
respect  to a Korean Won Advance, Interest Period means a period designated by
the  Agent  of  approximately  ninety  (90) days.  If an Interest Period would
otherwise end on a day which is not a Business Day, such Interest Period shall
end  on the next succeeding Business Day, provided, however, that if said next
                                          --------  -------
succeeding  Business  Day  falls in a new calendar month, such Interest Period
shall  end  on  the  immediately  preceding  Business  Day.

     "INVESTMENT" means, with respect to any Person, (i) any purchase or other
      ----------
acquisition  by that Person of any Equity Interest, notes, debentures or other
securities,  or  of  a  beneficial  interest  in  any  Equity Interest, notes,
debentures  or other securities, issued by any other Person, (ii) any purchase
by  that  Person  of  all  or  substantially  all  of the assets of a business
conducted  by another Person, and (iii) any loan, advance (other than deposits
with  financial  institutions  available  for  withdrawal  on  demand, prepaid
expenses, accounts receivable, advances to employees and similar items in each
case  made  or  incurred  in  the  ordinary  course  of  business)  or capital
contribution by that Person to any other Person, including all Indebtedness to
such  Person  arising from a sale of property by such Person other than in the
ordinary  course  of  its  business.

     "IRS" means the Internal Revenue Service and any Person succeeding to the
      ---
functions  thereof.

     "ISSUING  LENDER"  means, as the context may require, ABN AMRO Bank N.V.,
      ---------------
with respect to Letters of Credit issued by it pursuant to this Agreement, and
any  other  Lender  that  becomes an Issuing Lender, pursuant to Section 2.16,
                                                                 ------------
with  respect  to  Letters  of  Credit  issued  by  such  Lender.

     "KNOWLEDGE"  means,  at any time in respect of any Person and relative to
      ---------
any  matter,  knowledge  which  the  Authorized  Officers of such Person would
reasonably  be  expected  to  have  regarding  such  matter.

     "KOREAN  CD  RATE"  means  with respect to any Korean Won Advance for any
      ----------------
specified  Interest  Period,  the  rate per annum, as determined by the Agent,
shown  on  page  "KWCD 3M" screen of the Bloomberg L.P. service (or such other
page  as  may replace the "KWCD 3M" screen on that service) for the purpose of
displaying the rate offered in Seoul, Korea for 91-day certificates of deposit
issued  in  Seoul,  Korea as of 11:00 a.m. (Seoul time) five (5) Business Days
prior  to  the  first  day  of  such  Interest  Period.
"KOREAN EURODOLLAR ADVANCE" means an Advance to Purina Korea, Inc., in Dollars
 -------------------------
which  bears  interest  at  the  Korean  Eurodollar  Rate.

     "KOREAN  EURODOLLAR  LOAN"  means a Loan, or portion thereof, which bears
      ------------------------
interest  at  the  Korean  Eurodollar  Rate.

     "KOREAN  EURODOLLAR  RATE" means a rate per annum equal to the Eurodollar
      ------------------------
Rate  minus  the  Applicable  Eurodollar  Margin  plus  3.50%  per  annum.
      -----                                       ----

     "KOREAN  WON  ADVANCE"  means  an  advance  made  pursuant to Section 2.1
      --------------------                                         -----------
denominated  in  Korean  Won  to  Purina  Korea,  Inc.

     "KOREAN  WON  LOAN" means with respect to a Lender, such Lender's portion
      -----------------
of  any  Korean  Won  Advance  made  pursuant  to  Section  2.1.
                                                   ------------

     "L/C DRAFT" means a draft drawn on an Issuing Lender pursuant to a Letter
      ---------
of  Credit.

     "L/C  INTEREST"  is  defined  in  Section  2.17.
      -------------                    -------------

     "L/C  OBLIGATIONS" means, without duplication, an amount equal to the sum
      ----------------
of  (i)  the  aggregate of the amount then available for drawing under each of
the  Letters  of  Credit,  (ii)  the face amount of all outstanding L/C Drafts
corresponding to the Letters of Credit, which L/C Drafts have been accepted by
the  Issuing  Lender,  (iii)  the  aggregate  outstanding  amount  of  all
Reimbursement  Obligations  at such time and (iv) the aggregate face amount of
all Letters of Credit requested by any Borrower but not yet issued (unless the
request  for  an  unissued  Letter  of  Credit  has  been  denied).

     "LENDERS" means the lending institutions listed on the signature pages of
      -------
this  Agreement, including the Issuing Lenders and their respective successors
and  assigns.

     "LENDING  INSTALLATION" means, with respect to a Lender or the Agent, any
      ---------------------
office,  branch,  subsidiary  or  affiliate  of  such  Lender  or  the  Agent.

     "LETTER(S)  OF CREDIT" means the letters of credit to be issued by one of
      --------------------
the  Issuing  Lenders  pursuant  to  Section  2.16  hereof.
                                     -------------

     "LIEN"  means  any  lien  (statutory  or  other),  mortgage,  pledge,
      ----
hypothecation,  assignment,  deposit  arrangement,  encumbrance or preference,
      ----
priority  or  security  agreement  or  preferential arrangement of any kind or
nature  whatsoever (including, without limitation, the interest of a vendor or
lessor  under any conditional sale, Capitalized Lease or other title retention
agreement).

     "LOAN(S)"  means  with  respect to a Lender, such Lender's portion of any
      -------
Advance  made  pursuant  to  Section  2.1.
                             ------------

     "LOAN  ACCOUNT"  is  defined  in  Section  2.10(F)  hereof.
      -------------                    ----------------

     "LOAN  DOCUMENTS"  means  this  Agreement  and  all  other  documents,
      ---------------
instruments  and  agreements  executed in connection therewith or contemplated
      ----
thereby,  including  the letter agreements regarding fees among the Agent, the
Arranger, and the Company and between the Agent and the Borrower, in each case
as  the same may be amended, restated or otherwise modified and in effect from
time  to  time.

     "LONG  TERM  CREDIT  AGREEMENT"  means  that  certain  Long  Term  Credit
      -----------------------------
Agreement,  dated  as  of  March  __,  1998,  by  and  among  the Company, the
      --
Subsidiary  Borrowers,  the Subsidiary Obligors, the Lenders and the Agent, as
      --
the  same  may  be  amended, restated, supplemented or otherwise modified from
time  to  time.

     "MARGIN STOCK" shall have the meaning ascribed to such term in Regulation
      ------------
U.

     "MATERIAL  ADVERSE  EFFECT"  means a material adverse effect upon (a) the
      -------------------------
business,  condition  (financial  or  otherwise),  operations,  performance,
properties  or prospects of the Company and its Subsidiaries taken as a whole,
(b)  the  ability  of  the  Company and the other Borrowers and the Subsidiary
Obligors  taken  as  a  whole  to  perform  their  obligations  under the Loan
Documents  in  any  material respect, or (c) the ability of the Lenders or the
Agent  to  enforce  in any material respect this Agreement, the Obligations or
their  rights  with  respect  to  the Collateral other than any such inability
resulting form the gross negligence or willful misconduct of any Lender or the
Agent.

     "MAXIMUM  KOREAN  COMMITMENT"  shall  mean  the  maximum amount which the
      ---------------------------
Lenders  have agreed to provide as Loans or Letters of Credit to Purina Korea,
Inc.  under  this  Agreement.    The  initial  Maximum  Korean  Commitment  is
$15,000,000.

     "MAXIMUM  KOREAN  WON COMMITMENT" shall mean the maximum amount which the
      -------------------------------
Lenders  have agreed to provide as Loans or Letters of Credit to Purina Korea,
Inc.  in  Korean  Won  under this Agreement.  The Dollar Amount of the initial
Maximum  Korean  Won  Commitment  is  $7,500,000.

     "MOODY'S"  means  Moody's  Investors  Service,  Inc.
      -------

     "MULTIEMPLOYER  PLAN"  means a "Multiemployer Plan" as defined in Section
      -------------------
4001(a)(3)  of  ERISA  which  is,  or within the immediately preceding six (6)
years  was,  contributed  to  by  either  the  Company  or  any  member of the
Controlled  Group.

     "NOTICE  OF  ASSIGNMENT"  is  defined  in  Section  12.3(B)  hereof.
      ----------------------                    ----------------

     "OBLIGATIONS" means all Loans, advances, debts, liabilities, obligations,
      -----------
covenants  and  duties owing by any of the Borrowers or Subsidiary Obligors to
the Agent, the Arranger, or the Lenders, the Issuing Lenders, any Affiliate of
any  of  the  foregoing  or  any Indemnitee, of any kind or nature, present or
future,  arising  under  this Agreement or any other Loan Document, whether or
not  evidenced  by  any note, guaranty or other instrument, whether or not for
the  payment  of  money,  whether arising by reason of an extension of credit,
loan,  guaranty,  indemnification,  or  in any other manner, whether direct or
indirect (including those acquired by assignment), absolute or contingent, due
or to become due, now existing or hereafter arising and however acquired.  The
term  includes,  without  limitation,  all  interest, charges, expenses, fees,
attorneys'  fees  and disbursements, paralegals' fees (in each case whether or
not  allowed),  and  any  other  sum  chargeable  to  any  of the Borrowers or
Subsidiary  Obligors  under  this  Agreement  or  any  other  Loan  Document.

     "OTHER  TAXES"  is  defined  in  Section  2.10(E)(ii)  hereof.
      ------------                    --------------------

     "PARTICIPANTS"  is  defined  in  Section  12.2(A)  hereof.
      ------------                    ----------------

     "PAYMENT DATE" means the last Business Day of each March, June, September
      ------------
and  December.

     "PBGC"  means  the Pension Benefit Guaranty Corporation, or any successor
      ----
thereto.

     "PERMITTED  ACQUISITION"  is  defined  in  Section  6.3(G)  hereof.
      ----------------------                    ---------------

     "PERMITTED  EXISTING  CONTINGENT  OBLIGATIONS"  means  the  Contingent
      --------------------------------------------
Obligations  of  the  Borrowers  and  all  other  Subsidiaries  of the Company
      --
identified  as  such  on  Schedule  1.1.1  to  this  Agreement.
      -                   ---------------

     "PERMITTED EXISTING INDEBTEDNESS" means the Indebtedness of the Borrowers
      -------------------------------
and all other Subsidiaries of the Company identified as such on Schedule 1.1.2
                                                                --------------
to  this  Agreement.

     "PERMITTED  EXISTING  INVESTMENTS" means the Investments of the Borrowers
      --------------------------------
and all other Subsidiaries of the Company identified as such on Schedule 1.1.3
                                                                --------------
to  this  Agreement.

     "PERMITTED  EXISTING LIENS" means the Liens on assets of the Borrowers or
      -------------------------
all  other Subsidiaries of the Company identified as such on Schedule 1.1.4 to
                                                             --------------
this  Agreement.

     "PERSON"  means  any  natural  person,  corporation, firm, company, joint
      ------
venture,  partnership,  association,  enterprise,  trust  or  other  entity or
organization, or any government, domestic or foreign, or political subdivision
or  any  agency,  department  or  instrumentality  thereof.

     "PLAN" means an employee benefit plan defined in Section 3(3) of ERISA in
      ----
respect  of  which  the  Company  or any member of the Controlled Group is, or
within  the  immediately preceding six (6) years was, an "employer" as defined
in  Section  3(5)  of  ERISA.

     "PLEDGE  AGREEMENTS"  means  those  certain Pledge Agreements pursuant to
      ------------------
which  the  Company  pledges  to  the  Agent for the benefit of the Holders of
Secured  Obligations  all  of  the  Capital  Stock  of  each of the Subsidiary
Borrowers  and  Subsidiary  Obligors.

     "PRIME  RATE"  shall  mean  the rate of interest per annum announced from
      -----------
time to time by the Agent as its prime lending rate in effect at its principal
office in New York, New York; each change in the Prime Rate shall be effective
on  the date such change is announced.  The Prime Rate is a reference rate and
does  not  necessarily  represent  the  lowest  or  best  rate  charged to any
customers.  ABN AMRO Bank N.V. and the other Lenders may make commercial loans
or  other  loans  at  rates  of  interest  at,  above or below the Prime Rate.

     "PRO  RATA  SHARE"  means,  with  respect  to  any Lender, the percentage
      ----------------
obtained  by  dividing  (A) such Lender's Commitment at such time (as adjusted
from  time to time in accordance with the provisions of this Agreement) by (B)
the  Aggregate  Commitments  at  such  time;  provided, however, if all of the
                                              --------  -------
Commitments  are terminated pursuant to the terms of this Agreement, then "Pro
Rata  Share"  means  the percentage obtained by dividing (x) the sum of all of
such  Lender's  Loans  and  L/C Obligations by (y) the aggregate amount of all
Loans  and  L/C  Obligations.

     "PURCHASERS"  is  defined  in  Section  12.3(A)  hereof.
      ----------                    ----------------

     "RATE  OPTION"  means  the  applicable  Eurodollar  Rate  or  Base  Rate.
      ------------

     "REGULATION  G"  means  Regulation  G  of  the  Board of Governors of the
      -------------
Federal  Reserve  System  as  from time to time in effect and any successor or
other  regulation  or  official  interpretation  of  said  Board  of Governors
relating  to  the  extension  of  credit by nonbank, nonbroker lenders for the
purpose  of  purchasing  or  carrying  margin  stock  (as  defined  therein).

     "REGULATION  T"  means  Regulation  T  of  the  Board of Governors of the
      -------------
Federal  Reserve  System  as  from time to time in effect and any successor or
other  regulation  or  official  interpretation  of  said  Board  of Governors
relating  to  the  extension  of  credit  by  and  to  brokers  and dealers of
securities  for the purpose of purchasing or carrying margin stock (as defined
therein).

     "REGULATION  U"  means  Regulation  U  of  the  Board of Governors of the
      -------------
Federal  Reserve  System  as  from time to time in effect and any successor or
other  regulation  or  official  interpretation  of  said  Board  of Governors
relating  to the extension of credit by banks for the purpose of purchasing or
carrying  Margin  Stock  applicable  to  member  banks  of the Federal Reserve
System.

     "REGULATION  X"  means  Regulation  X  of  the  Board of Governors of the
      -------------
Federal  Reserve  System  as  from time to time in effect and any successor or
other  regulation  or  official  interpretation  of  said  Board  of Governors
relating  to  the  extension  of  credit by foreign lenders for the purpose of
purchasing  or  carrying  margin  stock  (as  defined  therein).

     "REIMBURSEMENT  OBLIGATION"  is  defined  in  Section  2.18  hereof.
      -------------------------                    -------------

     "RELEASE"  means  any  release,  spill,  emission,  leaking,  pumping,
      -------
injection,  deposit,  disposal, discharge, dispersal, leaching or migration of
      ---
Contaminants into the indoor or outdoor environment, including the movement of
Contaminants  through  or  in  the  air,  soil,  surface water or groundwater.

     "REPLACEMENT  LENDER"  is  defined  in  Section  2.15  hereof.
      -------------------                    -------------

     "REPORTABLE EVENT" means a reportable event as defined in Section 4043 of
      ----------------
ERISA  and  the regulations issued under such section, with respect to a Plan,
excluding,  however, such events as to which the PBGC by regulation waived the
requirement  of  Section  4043(a)  of ERISA that it be notified within 30 days
after such event occurs; provided, however, that a failure to meet the minimum
                         --------  -------
funding standards of Section 412 of the Code and of Section 302 of ERISA shall
be  a  Reportable  Event  regardless of the issuance of any such waiver of the
notice  requirement  in  accordance  with  either  Section 4043(a) of ERISA or
Section  412(d)  of  the  Code.

     "REQUIRED LENDERS" means Lenders whose Pro Rata Shares, in the aggregate,
      ----------------
are  at  least  sixty-six and two-thirds percent (66-2/3%), provided, however,
                                                            --------  -------
that,  if  any  of  the Lenders shall have failed to fund its Revolving Credit
Share  of  any Loan requested by any Borrower which such Lenders are obligated
to  fund  under  the terms of this Agreement and any such failure has not been
cured,  then  for  so long as such failure continues, "REQUIRED LENDERS" means
Lenders  (excluding all Lenders whose failure to fund such Loans have not been
so  cured)  whose  Pro Rata Shares represent at least sixty-six and two-thirds
percent  (66-2/3%)  of  the  aggregate  Pro Rata Shares of such non-defaulting
Lenders;  provided,  further,  however,  that,  if  the  Commitments have been
          --------   -------   -------
terminated  pursuant  to the terms of this Agreement, "REQUIRED LENDERS" means
Lenders  (without  regard  to  such  Lenders'  performance of their respective
obligations hereunder) whose aggregate ratable shares (stated as a percentage)
of  the  aggregate  outstanding  principal  balance  of  all  Loans  and  L/C
Obligations  are  at  least  sixty-six  and  two-thirds  percent  (66-2/3%).

     "REQUIREMENTS OF LAW" means, as to any Person, the charter and by-laws or
      -------------------
other  organizational or governing documents of such Person, and any law, rule
or  regulation,  or  determination  of  an  arbitrator  or  a  court  or other
Governmental Authority, in each case applicable to or binding upon such Person
or  any  of  its  property  or  to which such Person or any of its property is
subject  including,  without  limitation,  the  Securities Act, the Securities
Exchange  Act, Regulations G, T, U and X, ERISA, the Fair Labor Standards Act,
the  Worker  Adjustment  and  Retraining  Notification  Act,  Americans  with
Disabilities  Act of 1990, and any certificate of occupancy, zoning ordinance,
building,  environmental  or  land use requirement or Permit or environmental,
labor,  employment,  occupational  safety  or  health law, rule or regulation,
including  Environmental,  Health  or  Safety  Requirements  of  Law.

     "RESERVE  REQUIREMENT"  means  the  maximum  reserve  requirement,  as
      --------------------
prescribed  by  the  Board  of Governors of the Federal Reserve System (or any
      ---
successor) with respect to "Eurodollar liabilities" or in respect of any other
category  of  liabilities  which  includes  deposits by reference to which the
interest  rate  on Eurodollar Loans is determined or category of extensions of
credit  or  other assets which includes loans by a non-United States office of
any  Lender  to  United  States  residents.

     "RESET  DATE"  is  defined  in  Section  1.2.
      -----------                    ------------

     "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other distribution,
      -------------------------
direct  or  indirect,  on account of any ownership, membership or other Equity
Interest  in  the  Company  now  or  hereafter  outstanding, except a dividend
payable  solely in additional interests of the same type, (ii) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for
value,  direct  or  indirect,  of  any  ownership,  membership or other Equity
Interest  in  the  Company  or  any  such  interests or shares of any class of
Capital  Stock  of the Company now or hereafter outstanding, (iii) any payment
made to redeem, purchase, repurchase or retire, or to obtain the surrender of,
any  outstanding  options or other rights to acquire any ownership, membership
or  other  Equity Interests in the Company and (iv) any payment of a claim for
the  rescission  of  the  purchase or sale of, or for material damages arising
from  the  purchase  or  sale  of  any  ownership,  membership or other Equity
Interests  in  the Company or of a claim for reimbursement, indemnification or
contribution  arising  out  of  or  related  to  any such claim for damages or
rescission.

     "REVOLVING  ADVANCE"  means  a  borrowing  hereunder  consisting  of  the
      ------------------
aggregate amount of the several ratable Revolving Loans made by the Lenders to
      -
any  Borrower having Commitments to such Borrower of the same Type and, in the
case of Eurodollar Advances, denominated in the same currency and for the same
Interest  Period.

     "REVOLVING CREDIT AVAILABILITY" means, at any particular time, the amount
      -----------------------------
by  which  the  Aggregate Commitment at such time exceeds the Dollar Amount of
the  Revolving  Credit  Obligations  at  such  time.

     "REVOLVING  CREDIT OBLIGATIONS" means, at any particular time, the sum of
      -----------------------------
(i)  the  outstanding  principal  Dollar Amount of the Revolving Loans at such
time,  plus  (ii)  the  L/C  Obligations  at  such  time.
       ----

     "REVOLVING  CREDIT  SHARE"  means,  with  respect  to  any  Lender,  the
      ------------------------
percentage  obtained  by dividing (A) such Lender's Commitment at such time by
      ---
(B)  the  Aggregate  Commitment  at  such  time.

     "REVOLVING  LOAN"  is  defined  in  Section  2.1.
      ---------------                    ------------

     "RISK-BASED  CAPITAL  GUIDELINES"  is  defined  in  Section  3.2  hereof.
      -------------------------------                    ------------

     "SECURED  OBLIGATIONS"  means, collectively, (i) the Obligations and (ii)
      --------------------
all  Hedging Obligations owing to one or more of the Lenders (or any agency or
Affiliate  thereof)  by  any  of  the  Borrowers  or  Subsidiary  Obligors.

     "S&P"  means  Standard  &  Poor's  Ratings  Group.
      ---

     "SINGLE  EMPLOYER  PLAN"  means  a  Plan maintained by the Company or any
      ----------------------
member  of  the Controlled Group for employees of the Company or any member of
the  Controlled  Group.

     "SUBSIDIARY"  of  a Person means (i) any corporation more than 50% of the
      ----------
outstanding  Capital  Stock having ordinary voting power of which shall at the
time  be owned or controlled, directly or indirectly, by such Person or by one
or  more  of  its  Subsidiaries  or  by  such  Person  and  one or more of its
Subsidiaries,  or (ii) any company, partnership, association, joint venture or
similar  business organization more than 50% of the ownership interests having
ordinary  voting  power  of which shall at the time be so owned or controlled.
Unless  otherwise  expressly provided, all references herein to a "Subsidiary"
shall  mean  a  direct  or  indirect  Subsidiary  of  the  Company.

     "SUBSIDIARY  BORROWERS"  means  those Borrowers which are Subsidiaries of
      ---------------------
the  Company.

     "SUBSIDIARY  OBLIGORS"  means Purina Korea, Inc., a corporation organized
      --------------------
under  the  laws of Korea, Industrias Purina S.A. de C.V., a company organized
under  the  laws  of Mexico, Purina Colombiana S.A., a company organized under
the  laws of Colombia, Agribrands Purina do Brasil, Ltda., a company organized
under  the  laws  of Brazil, Purina Philippines, Inc., a corporation organized
under  the  laws  of the Philippines, and Purina de Venezuela, C.A., a company
organized  under  the  laws  of  Venezuela.

     "TAXES"  is  defined  in  Section  2.10(E)(i)  hereof.
      -----                    -------------------

     "TERMINATION  DATE"  means  the  earlier  of  (a)  March 29, 1999, or any
      -----------------
subsequent  date to which the Termination Date may have been extended pursuant
to the terms of Section 2.24 or (b) the date of termination of the Commitments
                ------------
pursuant  to  Section  8.1.
              ------------

     "TERMINATION  EVENT"  means  (i)  a  Reportable Event with respect to any
      ------------------
Benefit  Plan;  (ii)  the  withdrawal  of  the  Company  or  any member of the
Controlled  Group  from a Benefit Plan during a plan year in which the Company
or  such  Controlled  Group  member was a "substantial employer" as defined in
Section  4001(a)(2)  of  ERISA or the cessation of operations which results in
the  termination  of  employment  of  twenty  percent  (20%)  of  Benefit Plan
participants  who are employees of the Company or any member of the Controlled
Group;  (iii)  the imposition of an obligation on the Company or any member of
the  Controlled  Group under Section 4041 of ERISA to provide affected parties
written notice of intent to terminate a Benefit Plan in a distress termination
described  in  Section  4041(c)  of ERISA; (iv) the institution by the PBGC of
proceedings  to  terminate  a  Benefit  Plan; (v) any event or condition which
might  constitute  grounds under Section 4042 of ERISA for the termination of,
or  the  appointment of a trustee to administer, any Benefit Plan; or (vi) the
partial  or complete withdrawal of the Company or any member of the Controlled
Group  from  a  Multiemployer  Plan.

"TOTAL  DEBT"  means  the  sum  of  all  Indebtedness  of  the Company and its
 -----------
Subsidiaries  (including,  without limitation and without duplication, standby
 -------
letters  of  credit  (whether  on or off-balance sheet)) minus ordinary course
                                                         -----
liability  for  trade  indebtedness  (including reimbursement under commercial
letters  of  credit).

     "TRANCHE A OBLIGATIONS" means the Obligations of the Borrowers other than
      ---------------------
Purina  Korea,  Inc.

     "TRANCHE B OBLIGATIONS" means the Obligations of the Subsidiary Obligors.
      ---------------------

     "TRANSFEREE"  is  defined  in  Section  12.5  hereof.
      ----------                    -------------

     "TYPE"  means,  with  respect  to  any Advance, its nature as a Base Rate
      ----
Advance or a Eurodollar Advance or a Korean Eurodollar Advance or a Korean Won
Advance.

     "UNMATURED  DEFAULT"  means  an event which, but for the lapse of time or
      ------------------
the  giving  of  notice,  or  both,  would  constitute  a  Default.

     The  foregoing  definitions  shall  be  equally  applicable  to  both the
singular  and plural forms of the defined terms.  Any accounting terms used in
this  Agreement  which  are  not  specifically  defined  herein shall have the
meanings  customarily  given  them  in accordance with United States generally
accepted  accounting  principles  in  existence  as  of  the  date  hereof.

     1.2    Currency  Equivalents.  Not later than 1:00 p.m., New York time or
            ---------------------
Seoul,  Korea  time,  as applicable, on each Calculation Date, the Agent shall
(i)  determine  the  Exchange Rate as of such Calculation Date with respect to
Korean  Won  and (ii) give notice thereof to the Company and the Lenders.  The
Exchange  Rates  so determined shall become effective immediately with respect
to  any  new  Loans  being  made  or  Letters  of  Credit  being issued on any
Calculation Date and otherwise on the fifth Business Day immediately following
the  relevant  Calculation Date (a "RESET DATE"), shall remain effective until
the  next  succeeding  Reset  Date  and  shall  during  the  period  of  their
effectiveness  be  employed  in making any computation of currency equivalents
required  to  be  made  under  this  Agreement.


ARTICLE  II:    THE  CREDITS
----------------------------

     2.1    Revolving Loans to the Company and the Subsidiary Borrowers.  Upon
            -----------------------------------------------------------
the satisfaction of the conditions precedent set forth in Sections 4.1 and 4.2
                                                          ------------     ---
hereof,  from  and  including  the  date  of  this  Agreement and prior to the
Termination  Date,  each  Lender  with  a Commitment severally and not jointly
agrees,  on  the  terms  and  conditions  set forth in this Agreement, to make
revolving  loans  to  the Company and/or the Subsidiary Borrowers from time to
time,  in  Dollars  or,  with  respect to Purina Korea, Inc., Korean Won, in a
Dollar  Amount,  not  to  exceed  such  Lender's Revolving Credit Share of the
Dollar  Amount  of  the  Revolving  Credit  Availability  at  such  time (each
individually,  a  "REVOLVING  LOAN" and, collectively, the "REVOLVING LOANS");
provided,  however,  that  no  Lender shall be obligated to make any Revolving
  ------   -------
Loan  hereunder to any Borrower unless the "Revolving Credit Obligations" owed
  -
by  such  Borrower  under  and as defined under the Long Term Credit Agreement
shall  be  equal  to  the amounts set forth in the second proviso of the first
sentence of Section 2.1 of the Long Term Credit Agreement, provided that, with
                                                           --------
respect to Revolving Loans to Purina Korea, Inc. and denominated in Korean Won
and  subject  to  the  conditions  precedent set forth in Sections 4.1 and 4.2
                                                          ------------     ---
hereof,  Purina  Korea, Inc. may request Revolving Loans denominated in Korean
Won  hereunder  so long as the Dollar Amount of "Revolving Credit Obligations"
denominated  in  Korean  Won  under  and  as  defined  in the Long Term Credit
Agreement is equal to the "Maximum Korean Won Commitment" under and as defined
in  the  Long  Term  Credit  Agreement; provided, further, however, at no time
                                        --------  -------  -------
shall  the  Dollar  Amount  of  the Revolving Credit Obligations in Korean Won
exceed  the  Maximum  Korean Won Commitment other than as a result of currency
fluctuations  and  then  only  to  the  extent  permitted  in  Section 2.2(B);
                                                               --------------
provided,  further,  however,  at  no  time  shall the amount of the Revolving
           -------   -------
Credit  Obligations  owed  by  any of the Borrowers pursuant to this Agreement
exceed  the  corresponding  amounts  listed  below:

     Agribrands  International,  Inc.                    $  5,000,000
Agribrands  Canada,  Inc.                              $  6,500,000
Purina  Italia  S.p.A.                              $  4,000,000
Purina  Espana,  S.A.                              $  2,500,000
Purina  Hungaria  Animal  Feed
     Production  &  Trading  Company  Ltd.          $  2,000,000
Purina  Korea,  Inc.                              $15,000,000

Each Revolving Advance under this Section 2.1 shall consist of Revolving Loans
                                  -----------
made  by  each  such  Lender ratably in proportion to such Lender's respective
Revolving Credit Share.  Subject to the terms of this Agreement, the Borrowers
may  borrow,  repay  and  reborrow  at any time prior to the Termination Date.
Korean  Won Advances and Korean Eurodollar Advances shall bear interest at the
rates  prescribed in Section 2.4(c).  On the Termination Date, the outstanding
                     --------------
principal  balance  of  the  Revolving  Loans  shall  be  paid  in full by the
applicable  Borrower  and  prior  to  the  Termination Date prepayments of the
Revolving Loans shall be made if and to the extent required in Section 2.2(B).
                                                               --------------

     2.2  Prepayments. (A)  Optional Payments.  Upon prior notice to the Agent
          -----------       -----------------
which  notice  shall be given not later than 11:00 a.m. (New York time) on the
date  of payment, the Borrowers may from time to time repay or prepay, without
penalty or premium all or any part of outstanding Base Rate Advances.  Subject
to  payment  of all amounts payable pursuant to Section 3.4 upon not less than
                                                -----------
(x)  five  (5)  Business Days' prior notice with respect to Advances to Purina
Korea,  Inc.  and  (y) two (2) Business Day's prior notice with respect to all
other  Advances,  in  each  case  to the Agent which notice shall be given not
later than 11:00 a.m. (New York time or Seoul, Korea time, as applicable), the
Borrowers  may from time to time repay or prepay all or any part of the Korean
Eurodollar  Advances  or  Korean  Won  Advances,  or  Eurodollar  Advances,
respectively.    Unless  the  aggregate  outstanding  principal balance of the
applicable  Loans is to be prepaid in full, voluntary prepayments of the Loans
shall  be  in  the  same  aggregate  minimum amounts and integral multiples in
excess  of  such  amounts  as are required for borrowings of Loans of the same
Type  and  in  the  same  currency  as  set  forth  in  Section  2.5.
                                                        ------------

     (B)   Mandatory Prepayments.  (a) If at any time the Dollar Amount of the
           ---------------------
Revolving Credit Obligations is greater than 105% of the Aggregate Commitment,
the  Borrowers  shall  within  five  (5)  Business Days after receiving notice
thereof  from  the Agent make a mandatory prepayment (i) of the Obligations in
an  amount  equal  to  such excess and (ii) of the Korean Won Loans and/or L/C
Obligations  denominated  in Korean Won in an aggregate amount such that after
giving effect thereto the Dollar Amount of the sum of the Korean Won Loans and
L/C Obligations denominated in Korean Won is less than or equal to the Maximum
Korean  Won  Commitment.

     (b)  If  at  any  time (x) the "Revolving Credit Obligations" owed by any
Borrower  or  Subsidiary  Obligor under and as defined in the Long Term Credit
Agreement shall be less than the amounts set forth in either of (A) the second
proviso of the first sentence of Section 2.1 of the Long Term Credit Agreement
or  (B)  the  first  proviso of the first sentence of Section 2.16 of the Long
Term  Credit  Agreement,  and  (y)  the  Revolving  Credit Obligations of such
Borrower  or  Subsidiary  Obligor  hereunder  shall  be greater than zero, the
applicable Borrower or Subsidiary Obligor shall not later than the last day of
the  then  current  Interest  Period  with  respect  thereto  make a mandatory
prepayment  of  the Obligations owed by it in an amount equal to the excess of
the  amounts  set  forth  in  either  of  (A)  the second proviso of the first
sentence  of  Section  2.1  of the Long Term Credit Agreement or (B) the first
proviso  of  the  first  sentence  of  Section  2.16  of  the Long Term Credit
Agreement,  as  applicable,  over  the  "Revolving Credit Obligations" of such
Borrower  or  Subsidiary  Obligor under and as defined in the Long Term Credit
Agreement.

     (c)  If  at any time (x) the "Maximum Korean Won Commitment" under and as
defined in the Long Term Credit Agreement is greater than the Dollar Amount of
"Revolving  Credit Obligations" denominated in Korean Won under and as defined
in  the  Long  Term Credit Agreement, and (y) the Revolving Credit Obligations
denominated  in Korean Won hereunder shall be greater than zero, Purina Korea,
Inc.  shall  not  later  than  the  then  current Interest Period with respect
thereto  make  a mandatory prepayment of the Obligations hereunder denominated
in  Korean  Won  in  an  amount  equal to the excess of the "Maximum Korea Won
Commitment"  under  and  defined  in  the  Long Term Credit Agreement over the
Dollar  Amount  of  "Revolving  Credit  Obligations" denominated in Korean Won
under  and  as  defined  in  the  Long  Term  Credit  Agreement.

     2.3    Method  of Borrowing.  The Agent shall promptly notify each Lender
            --------------------
having  Commitments  of  each  Revolving Advance on the Borrowing Date of each
Base  Rate  Advance, three (3) Business Days before the Borrowing Date of each
Eurodollar  Advance, three (3) Business Days before the Borrowing Date of each
Korean  Eurodollar  Advance,  and  five (5) Business Days before the Borrowing
Date for each Korean Won Advance, and, not later than 2:00 p.m. (New York time
or  Seoul,  Korea  time,  as  applicable)  on each Borrowing Date, each Lender
having Revolving Credit Commitments shall make available its Revolving Loan or
Loans,  in  funds  immediately available in New York, New York to the Agent at
its  address  specified  pursuant  to Article XIII hereof unless the Agent has
                                      ------------
notified  the  Lenders that such Loan is to be made available to Purina Korea,
Inc.  at  the  Agent's office in Seoul, Korea, in which case each Lender shall
make  available its Revolving Loan or Loans, in funds immediately available to
the  Agent  at  its  office  in  Seoul,  Korea not later than 2:00 p.m. at the
Agent's  office  in  Seoul, Korea in Korean Won or Dollars, as requested.  The
Agent  will  promptly make the funds so received from the Lenders available to
the  applicable  Borrower.

     2.4    Method  of  Selecting  Types  and  Interest  Periods for Advances;
            ------------------------------------------------------------------
Determination  of  Applicable  Margins,  Interest on Advances to Purina Korea,
       -----------------------------------------------------------------------
Inc.    The  Advances  (other  than  Korean  Won Advances or Korean Eurodollar
Advances)  may  be Base Rate Advances or Eurodollar Advances, or a combination
thereof,  selected  by the applicable Borrower in accordance with this Article
                                                                       -------
II.    Advances  to  Purina  Korea, Inc., shall bear interest as prescribed in
 -
Section  2.4(c).   The applicable Borrower may select, in accordance with this
 -
Article  II,  Rate  Options and Interest Periods applicable to portions of the
 ----------
Revolving  Loans.
 -

     (a)    Method  of Selecting Types and Interest Periods for Advances.  The
            ------------------------------------------------------------
applicable  Borrower shall select the Type of Advance and, in the case of each
Eurodollar  Advance  or  Korean  Eurodollar  Advance,  the  Interest  Period
applicable  to  each Advance from time to time.  The applicable Borrower shall
give  the Agent irrevocable notice (a "BORROWING NOTICE") not later than 11:00
a.m.,  New  York  time  (or  Seoul  time  for  Korean  Won  Advances or Korean
Eurodollar  Advance) (i) on the Borrowing Date of each Base Rate Advance; (ii)
three (3) Business Days before the Borrowing Date for each Eurodollar Advance;
(iii)  three  (3)  Business  Days  before  the  Borrowing Date for each Korean
Eurodollar  Advance; and (iv) five (5) Business Days before the Borrowing Date
for  each Korean Won Advance, specifying:  (i) the Borrowing Date (which shall
be a Business Day) of such Advance; (ii) the aggregate amount of such Advance;
(iii)  the  Type  of  Advance selected, as applicable; and (iv) in the case of
each  Eurodollar  Advance  or  Korean Eurodollar Advance, the Interest Period.
There  shall  be  (x) no more than twenty (20) Interest Periods in effect with
respect to all of the Revolving Loans at any time, and (y) with respect to any
Borrower  individually,  no more than four (4) Interest Periods in effect with
respect  to  all  of the Revolving Loans made to such Borrower at any time, in
each case, with Interest Periods for the same term but in different currencies
or  to  different  Borrowers being treated as separate Interest Periods.  Each
Base  Rate  Advance  shall  bear  interest  from and including the date of the
making of such Advance to (but not including) the date of repayment thereof at
the  Base  Rate, changing when and as such Base Rate changes.  Each Eurodollar
Advance,  Korean Eurodollar Advance and Korean Won Advance shall bear interest
from  and including the first day of the Interest Period applicable thereto to
(but  not including) the last day of such Interest Period at the interest rate
determined  as  applicable  to  such  Advance.    All  Obligations (other than
Advances)  shall  bear  interest  from  and  including the date such amount is
payable  under the terms of this Agreement or the other Loan Documents to (but
not  including)  the date of repayment thereof at the Base Rate, changing when
and  as  such  Base  Rate  changes.    Changes in the rate of interest on that
portion  of  any  Advance  maintained  as  a  Base  Rate  Loan  or  such other
Obligations will take effect simultaneously with each change in the applicable
Base  Rate.

     (b)  Determination of Applicable Margins, Applicable Letter of Credit Fee
          --------------------------------------------------------------------
and  Applicable  Facility  Fee.
------------------------------

     (i)   Definitions.  As used in this Section 2.4(b) and in this Agreement,
           -----------                   --------------
the  following  terms  shall  have  the  following  meanings:

     "Applicable Margins", "Applicable Facility Fee" and "Applicable Letter of
      ------------------    -----------------------       --------------------
Credit  Fee"  shall  mean  the  Applicable Base Rate Margins and/or Applicable
-----------
Eurodollar  Margins,  with  respect  to  Loans and the Applicable Facility Fee
----
and/or  Applicable  Letter  of Credit Fee, with respect to fees payable as the
----
case  may  be.  The Applicable Margins shall be determined, in accordance with
--
the  provisions  of  this  Section  2.4(b),  by  reference  to  the following:
-                          ---------------


<TABLE>
<CAPTION>

                EBITDA        APPLICABLE         APPLICABLE         APPLICABLE LETTER OF      APPLICABLE         APPLICABLE
             CONTRIBUTION     BASE RATE       EURODOLLAR MARGIN        CREDIT FEE FOR      FACILITY FEE FOR   FACILITY FEE FOR
                RATIO         MARGIN FOR        FOR TRANCHE A         LETTERS OF CREDIT       COMMITMENTS        COMMITMENTS
                              TRANCHE A        OBLIGATIONS AND         ISSUED FOR THE       WITH RESPECT TO    WITH RESPECT TO
                             OBLIGATIONS    APPLICABLE LETTER OF         ACCOUNT OF            TRANCHE A          TRANCHE B
                                           CREDIT FEE FOR LETTERS    SUBSIDIARY OBLIGORS      OBLIGATIONS        OBLIGATIONS
                                            OF CREDIT ISSUED FOR     (OTHER THAN PURINA
                                               THE ACCOUNT OF           KOREA, INC.)
                                              BORROWERS (OTHER
                                             THAN PURINA KOREA,
                                                    INC.)


<S>        <C>               <C>           <C>                      <C>                    <C>                <C>
LEVEL I    GREATER THAN
               1.50 TO 1.00         0.25%                    1.50%                  1.75%              0.50%          Z   1.75%


LEVEL II   LESS THAN OR
           EQUAL TO 1.50 TO
           1.00 AND GREATER            0%                    1.00%                  1.25%             0.375%              1.25%
           THAN OR EQUAL TO
               1.00 TO 1.00


LEVEL III  LESS THAN 1.00
           TO 1.0
                                       0%                    0.75%                  1.00%              0.25%              1.00%


LEVEL IV   COMPANY'S
           RATING EQUAL TO
           OR BETTER THAN              0%                    0.50%                  0.75%             0.175%              0.75%
           BBB- FROM S&P
           OR BAA3 FROM
           MOODY'S

</TABLE>



     (ii)    Determination  of Applicable Margins, Applicable Letter of Credit
             -----------------------------------------------------------------
Fee  and  Applicable  Facility  Fee.
  ---------------------------------

     (A)  The Applicable Margins in respect of any Loan, the Applicable Letter
of  Credit  Fee  payable under Section 2.10(C) and the Applicable Facility Fee
                               ---------------
payable  under  Section  2.10(c) shall be determined by reference to the table
                ----------------
set  forth  in  clause  (i)  above,  as applicable, on the basis of the EBITDA
                -----------
Contribution  Ratio  determined  by  reference  to  the  most recent financial
statements  delivered  pursuant  to Section 6.1(A)(i) or 6.1(A)(ii); provided,
                                    -----------------    ----------  --------
however,  for  the  period  from  the  Closing Date until August 31, 1998, the
  -----
Applicable  Margins,  Applicable Letter of Credit Fee, Applicable Facility Fee
  ---
shall be at Level II; provided, further that Level IV shall be applicable only
                      --------  -------
in  the  event that the Company shall have a rating of equal to or better than
BBB-  from  S&P or Baa3 from Moody's and, provided, further, however, that the
                                          --------  -------  -------
Borrowers shall not be eligible for any reduction in the pricing prescribed in
this  Section  2.4  in  the  event  that  as of the date of determination, the
      ------------
Company's  Consolidated  EBITDA  for  the  most recently completed four fiscal
     -
quarters (or, prior to March 31, 1999, the period from the Closing Date to the
end  of  the  most  recently  completed quarter) shall be less than 80% of the
Company's  forecasted  Consolidated  EBITDA  for  such  period as set forth on
Exhibit  G  hereto.
     -----

     (B)    Upon  receipt  of  the  financial statements delivered pursuant to
Section 6.1(A)(i) or Section 6.1(A)(ii), as applicable, the Applicable Margins
     ------------    ------------------
for  all outstanding Loans, the Applicable Letter of Credit Fee and Applicable
Facility  Fee  shall be adjusted, such adjustment being effective on the first
(1st)  Business  Day  after  receipt  of  such  financial  statements  and the
Compliance  Certificate  to  be  delivered  in connection therewith; provided,
                                                                     --------
however,  if  the  Borrowers  shall  not  have timely delivered such financial
    ---
statements  in  accordance  with  Section  6.1(A)(i) or Section 6.1(A)(ii), as
    -                             ------------------    ------------------
applicable,  beginning  with  the  date  upon  which such financial statements
should  have been delivered and continuing until such financial statements are
delivered,  it  shall  be  assumed  for purposes of determining the Applicable
Margins,  the  Applicable Facility Fee and the Applicable Letter of Credit Fee
that  the  EBITDA  Contribution  Ratio  was  greater  than  1.50  to  1.0.

     (c)    Interest  on  Advances  to  Purina Korea, Inc.  Advances to Purina
            ----------------------------------------------
Korea,  Inc.  in Korean Won shall bear interest in the per annum rate equal to
the  Korean  CD Rate minus 6.00% per annum.  Advances to Purina Korea, Inc. in
                     -----
Dollars shall bear interest at a rate per annum equal to the Korean Eurodollar
Rate.

     2.5    Minimum Amount of Each Advance.  Each Eurodollar Advance or Korean
            ------------------------------
Eurodollar  Advance  shall  be  in  the  minimum  amount of $1,000,000 (and in
multiples  of $100,000 if in excess thereof).  Each Base Rate Advance shall be
in the minimum amount of $1,000,000 (and in multiples of $100,000 if in excess
thereof),  provided,  however, that any Base Rate Advance may be in the amount
           --------   -------
of  the  unused Aggregate Commitment.  Each Korean Won Advance shall be in the
minimum amount of 1,000,000,000 Won (and in multiples of 500,000,000 Won if in
excess  thereof).

     2.6    Method  of Selecting Types and Interest Periods for Conversion and
            ------------------------------------------------------------------
Continuation  of  Advances.
  ------------------------

     (A)    Right  to  Convert.    The  Borrowers may elect from time to time,
            ------------------
subject to the provisions of Section 2.3, Section 2.4, and this Section 2.6 to
                             -----------  -----------           -----------
convert  all or any part of a Loan of any Type into any other Type or Types of
Loans;  provided  that  any  conversion  of  any  Eurodollar Advance or Korean
        --------
Eurodollar Advance shall be made on, and only on, the last day of the Interest
Period  applicable  thereto.

     (B)    Automatic  Conversion  and  Continuation.    Base Rate Loans shall
            ----------------------------------------
continue  as  Base  Rate  Loans  unless  and  until  such  Base Rate Loans are
converted  into  Eurodollar  Loans.    Eurodollar  Loans  shall  continue  as
Eurodollar  Loans  until  the  end  of  the  then  applicable  Interest Period
therefor, at which time such Eurodollar Loans shall be automatically converted
into Base Rate Loans unless the applicable Borrower shall have given the Agent
requesting  that,  at  the  end of such Interest Period, such Eurodollar Loans
continue  as  a Eurodollar Loan.  Korean Eurodollar Advances shall continue as
Korean Eurodollar Advances until repaid and Korean Won Advances shall continue
as  Korean  Won  Advances  until  repaid.

     (C)    No  Conversion  Post-Default  or  Post-Unmatured  Default.
            ---------------------------------------------------------
Notwithstanding  anything  to  the  contrary  contained  in  Section 2.6(A) or
          ---                                                --------------
Section  2.6(B),  no  Loan  may be converted into or continued as a Eurodollar
      ---------
Loan  except  with  the  consent  of  the Required Lenders when any Default or
Unmatured  Default  has  occurred  and  is  continuing.

     (D)    Conversion/Continuation Notice.  The Borrower shall give the Agent
            ------------------------------
irrevocable  notice (a "CONVERSION/CONTINUATION NOTICE") of each conversion of
a  Base  Rate Loan into a Eurodollar Loan or continuation of a Eurodollar Loan
not  later  than  11:00  a.m.  (New  York time) three Business Days before the
proposed  date  of  such  conversion  or  continuation,  specifying:   (1) the
requested  date  (which  shall  be  a  Business  Day)  of  such  conversion or
continuation;  (2)  the  amount  and  Type  of  the  Loan  to  be converted or
continued;  and  (3) the amounts of Eurodollar Loan(s) into which such Loan is
to  be  converted  or  continued  and  the  duration  of  the Interest Periods
applicable  thereto.

     2.7   Default Rate.  After the occurrence and during the continuance of a
           ------------
Default,  the interest rate(s) applicable to the Obligations and the letter of
credit  fee payable under Section 2.20 with respect to Letters of Credit shall
                          ------------
be  increased  by two percent (2.0%) per annum above the Base Rate, Eurodollar
Rate,  Korean  CD  Rate, Korean Eurodollar Rate or Applicable Letter of Credit
Fee,  as  applicable.

     2.8  Method  of  Payment.   All payments of principal, interest, and fees
          -------------------
hereunder  shall  be  made,  without setoff, deduction or counterclaim, to the
Agent  (i)  at  the  Agent's  office in New York, New York (or, in the case of
Advances  to  Purina Korea, Inc., Seoul, Korea) in immediately available funds
or at any other Lending Installation of the Agent specified in writing by 9:00
a.m.  (New  York time) on the day before the date when due by the Agent to the
Company,  by  12:00 noon (New York time) with respect to Advances to Borrowers
other  than  Purina  Korea,  Inc.  and 12:00 noon (Seoul time) with respect to
Advances  to Purina Korea, Inc. on the date when due and shall be made ratably
among  the applicable Lenders with respect to Revolving Advances in proportion
to  their  Revolving  Credit  Shares  (unless  such amount is not to be shared
ratably  in  accordance  with  the other terms hereof).  Each Advance shall be
repaid  or prepaid in the currency in which it was made in the amount borrowed
and  interest  payable  thereon  shall be paid in such currency.  Each payment
delivered  to  the  Agent  for  the  account  of any Lender shall be delivered
promptly by the Agent to such Lender in the same type of funds which the Agent
received  at  its address specified pursuant to Article XIII or at any Lending
                                                ------------
Installation  specified  in a notice received by the Agent from such Lender by
9:00  a.m.  (New York time) on the Business Day prior to the date such payment
is to be made.  The Borrowers authorize the Agent to charge any account of any
Borrower  maintained  with  the  Agent,  as  applicable,  for  each payment of
principal, interest and fees as it becomes due hereunder if not paid when due.
Notwithstanding the foregoing provisions of this Section, if, after the making
of  any  Advance  in  Korean Won, currency control or exchange regulations are
imposed  in the Republic of Korea with the result that different types of such
currency (the "NEW CURRENCY") are introduced and the type of currency in which
the  Advance  was  made  (the  "ORIGINAL CURRENCY") no longer exists or Purina
Korea,  Inc.  is  not able to make payment to the Agent for the account of the
applicable  Lenders in such Original Currency, then all payments to be made by
Purina  Korea,  Inc. hereunder in such Original Currency shall be made in such
amount  and such type of the New Currency or Dollars as shall be equivalent to
the amount of such payment otherwise due hereunder in the Original Currency as
determined  as of the date of repayment, it being the intention of the parties
hereto  that  the  Borrowers  take  all  risks  of  the imposition of any such
currency  control  or  exchange  regulations.

     2.9    Evidence  of  Debt;  Telephonic  Notices.
            ----------------------------------------

     (a)   Each Lender shall maintain in accordance with its usual practice an
account  or  accounts  evidencing  the  indebtedness  of the Borrowers to such
Lender  resulting from each Loan made by such Lender, including the amounts of
principal  and  interest  payable  and  paid  to such Lender from time to time
hereunder.

     (b)    The Agent shall maintain accounts in which it shall record (i) the
amount  of each Loan made hereunder, the Type thereof and the Interest Period,
if  any,  applicable thereto, (ii) the amount of any principal or interest due
and  payable  or  to  become due and payable from the Borrowers to each Lender
hereunder  and (iii) the amount of any sum received by the Agent hereunder for
the  account  of  the  Lenders  and  each  Lender's  share  thereof.

     (c)   The entries made in the accounts maintained pursuant to subsections
                                                                   -----------
(a)  or (b) of this Section shall be prima facie evidence of the existence and
---     ---                          ----- -----
amounts  of the obligations recorded therein; provided that the failure of any
                                              --------
Lender  or  the Agent to maintain such accounts or any error therein shall not
in  any  manner  affect  the  obligation of any Borrower to repay the Loans in
accordance  with  the  terms  of  this  Agreement.

     (d)    Any Lender may request that the Revolving Loans made by it each be
evidenced  by  a promissory note.  In such event, each Borrower shall prepare,
execute  and  deliver  to  such  Lender  a promissory note for Revolving Loans
payable  to the order of such Lender (or, if requested by such Lender, to such
Lender  and  its  registered  assigns) and in a form approved by the Agent and
consistent  with the terms of this Agreement.  Thereafter, the Loans evidenced
by  such  promissory  notes and interest thereon shall at all times (including
after  assignment  pursuant  to  Section  12.3)  be represented by one or more
                                 -------------
promissory  notes in such form payable to the order of the payee named therein
(or,  if  such  promissory  note  is  a registered note, to such payee and its
registered  assigns).

     (e)    Each  Borrower  authorizes  the  Lenders  and the Agent to extend,
convert  or  continue  Advances, effect selections of Types of Advances and to
transfer  funds  based on telephonic notices made by any person or persons the
Agent  or any Lender in good faith believes to be an Authorized Officer acting
on  behalf  of  any Borrower.  Each Borrower agrees to deliver promptly to the
Agent a written confirmation of each telephonic notice signed by an Authorized
Officer.  If the written confirmation differs in any material respect from the
action  taken  by  the Agent and the Lenders, the records of the Agent and the
Lenders  shall  govern  absent  manifest  error.    In  case  of  disagreement
concerning  such  notices,  if  the  Agent  has  recorded telephonic borrowing
notices,  such  recordings  will  be  made  available  to  the  Company.

     2.10  Promise to Pay; Interest and Fees; Interest Payment Dates; Interest
           -------------------------------------------------------------------
and  Fee  Basis;  Taxes;  Loan  and  Control  Accounts.
------------------------------------------------------

     (A)    Promise to Pay.  Each of the Borrowers unconditionally promises to
            --------------
pay when due without setoff, deduction or counterclaim the principal amount of
each  Loan made to it and all other Obligations incurred by it, and to pay all
unpaid  interest  accrued  thereon,  in  accordance  with  the  terms  of this
Agreement,  it  being  understood and agreed that each Subsidiary Borrower and
Subsidiary  Obligor  shall be obligated to repay only the Loans made to it and
pay  the  other  Obligations  incurred  by it and certain other Loans made and
Obligations  incurred  by  other Subsidiary Borrowers and Subsidiary Obligors.
Subject  to  the  foregoing,  the Borrowers and Subsidiary Obligors agree that
they  will pay the Tranche A Obligations on or before the Termination Date and
the  Tranche  B  Obligations  on  or  before  the  date on which the Aggregate
Commitment  with  respect  to  Tranche  B  Obligations  shall  expire.

     (B)    Interest  Payment  Dates.  Interest accrued on each Base Rate Loan
            ------------------------
shall  be payable on each Payment Date, commencing with the first such date to
occur  after  the  date  hereof,  on  any  date on which the Base Rate Loan is
prepaid, whether due to acceleration or otherwise, and at maturity (whether by
acceleration  or  otherwise).    Interest  accrued  on each Eurodollar Loan or
Korean  Eurodollar Loan or Korean Won Loan shall be payable on the last day of
its  applicable  Interest  Period, on any date on which the Eurodollar Loan or
Korean  Eurodollar  Loan is prepaid, whether by acceleration or otherwise, and
at  maturity;  provided,  interest  accrued  on each Eurodollar Loan or Korean
               --------
Eurodollar  Loan having an Interest Period longer than three months shall also
be  payable  on the last day of each three-month interval during such Interest
Period.    Interest  accrued on the principal balance of all other Obligations
shall  be  payable  in  arrears (i) upon repayment thereof in full or in part,
(ii)  if  not  theretofore  paid  in  full,  at the time such other Obligation
becomes  due  and  payable (whether by acceleration or otherwise) and (iii) if
not  theretofore  paid  in  full,  on demand, commencing on the first such day
following  the  date  such  Obligation became payable pursuant to the terms of
this  Agreement  or  the  other  Loan  Documents.

     (C)    Fees.    (i)    The  Company  shall  pay  or cause the appropriate
            ----
Subsidiary  to  pay to the Agent, for the account of the Lenders in accordance
with  their  Pro  Rata  Shares,  a  facility  fee  accruing at the rate of the
Applicable  Facility  Fee  per annum from and after the Closing Date until the
Termination Date on the sum of the Aggregate Commitment in effect from time to
time  minus the Maximum Korean Won Commitment.  All such facility fees payable
under  this  clause  (C) shall be payable quarterly in arrears on each Payment
             -----------
Date  commencing  June 30, 1998 and on the Termination Date.  In addition, the
Company  shall  pay to the Agent, for the account of the Lenders in accordance
with  their  Pro  Rata  Shares,  a Korean facility fee accruing at the rate of
3.00%  per  annum  payable on the Maximum Korean Won Commitment from and after
the  Closing  Date until the Termination Date, payable quarterly in arrears on
each  Payment  Date  commencing  June  30,  1998  and on the Termination Date.

     (ii)    The  Company agrees to pay or cause the appropriate Subsidiary to
pay  to the Agent the fees set forth in the letter agreement between the Agent
and  the  Company  dated  February  25,  1998.

     (D)    Interest  and  Fee  Basis.    Interest on Eurodollar Loans, Korean
            -------------------------
Eurodollar  Loans and Korean Won Loans and fees shall be calculated for actual
days  elapsed  on  the  basis  of a 360-day year.  Interest on Base Rate Loans
shall  be  calculated  for  actual  days elapsed on the basis of a 365/366-day
year.  Interest shall be payable for the day an Obligation is incurred but not
for  the day of any payment on the amount paid if payment is received prior to
12:00  noon  (New  York time) with respect to Advances (other than Advances to
Purina  Korea,  Inc.)  and 12:00 noon (Seoul time) with respect to Advances to
Purina  Korea,  Inc.   If any payment of principal of or interest on a Loan or
any  payment of any other Obligations shall become due on a day which is not a
Business  Day,  such payment shall be made on the next succeeding Business Day
and,  in  the  case  of  a  principal payment, such extension of time shall be
included  in  computing  interest  in  connection with such payment; provided,
                                                                     --------
however,  if  such  extension  of  payment would cause payment of principal or
    ---
interest  on  any  Eurodollar Loan or Korean Eurodollar Loan to be made in the
next  following  calendar month, such payment shall be made on the immediately
preceding  Business  Day.

     For  purposes  of  the  Interest Act (Canada):  (i) whenever any interest
under  this  Agreement is calculated using a rate based on a year of 360 days,
such rate determined pursuant to such calculation, when expressed as an annual
rate,  is  equivalent  to (x) the applicable rate based on a year of 360 days,
(y)  multiplied by the actual number of days in the calendar year in which the
period  for  which  such  interest is calculated ends, and (z) divided by 360;
(ii)  the  principle of deemed reinvestment of interest shall not apply to any
interest  calculation  under  this  Agreement; and (iii) the rates of interest
stipulated  in  this  Agreement  are  intended  to  be  nominal  rates and not
effective  rates  or  yields.

     Notwithstanding  any  provision  to  the  contrary  contained  in  this
Agreement,  in  no event shall the aggregate "interest" (as defined in Section
347  of  the  Criminal  Code (Canada), as the same may be amended, replaced or
re-enacted  from time to time) payable under this Agreement exceed the maximum
amount of interest on the "credit advanced" (as defined in that section) under
this  Agreement  lawfully  permitted  under  that section and, if any payment,
collection  or  demand pursuant to this Agreement in respect of "interest" (as
defined  in  that  section)  is determined to be contrary to the provisions of
that  section, such payment, collection or demand shall be deemed to have been
made  by mutual mistake of the relevant Borrower and the Agent and the Lenders
and the amount of such payment or collection shall be refunded to the relevant
Borrower.    For  purposes  of  this  Agreement,  the effective annual rate of
interest  shall  be determined in accordance with generally accepted actuarial
practices  and  principles  over  the  term  the  Revolving  Credit  Loans are
outstanding  on the basis of annual compounding of the lawfully permitted rate
of interest and, in the event of any dispute, a certificate of a Fellow of the
Canadian  Institute of Actuaries appointed by the Agent will be conclusive for
the  purposes  of  such  determination.

     (E)    Taxes.
            -----

     (i)   Any and all payments by any of the Borrowers or Subsidiary Obligors
hereunder  shall  be  made free and clear of and without deduction for any and
all  present  or  future  taxes,  levies,  imposts,  deductions,  charges  or
withholdings  or  any liabilities with respect thereto including those arising
after the date hereof as a result of the adoption of or any change in any law,
treaty,  rule,  regulation,  guideline  or  determination  of  a  Governmental
Authority  or  any  change  in  the interpretation or application thereof by a
Governmental  Authority  but  excluding,  in  the  case of each Lender and the
Agent,  such  taxes (including income taxes, franchise taxes and branch profit
taxes)  as are imposed on or measured by such Lender's or Agent's, as the case
may  be,  income by the United States of America or any Governmental Authority
of  the jurisdiction under the laws of which such Lender or Agent, as the case
may  be,  is  organized  or incorporated (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings, and liabilities which the Agent or
a  Lender  determines  to  be  applicable  to  this  Agreement, the other Loan
Documents,  the  Commitments,  the  Loans  or  the  Letters  of  Credit  being
hereinafter  referred to as "TAXES").  Subject to Section 2.10(E)(vii), if any
                                                  ---------------------
of the Borrowers or Subsidiary Obligors shall be required by law to deduct any
Taxes  from or in respect of any sum payable hereunder or under the other Loan
Documents  to  any Lender or the Agent, (i) the sum payable shall be increased
as  may  be  necessary so that after making all required deductions (including
deductions  applicable  to additional sums payable under this Section 2.10(E))
                                                              ---------------
such  Lender or Agent (as the case may be) receives an amount equal to the sum
it would have received had no such deductions been made, (ii) such Borrower or
Subsidiary  Obligor  shall  make  such  deductions, and (iii) such Borrower or
Subsidiary Obligor shall pay the full amount deducted to the relevant taxation
authority  or  other  authority  in  accordance  with  applicable  law.   If a
withholding  tax  of  the  United  States of America or any other Governmental
Authority  shall be or become applicable (y) after the date of this Agreement,
to  such  payments by any of the Borrowers made to the Lending Installation or
any  other  office that a Lender may claim as its Lending Installation, or (z)
after  such  Lender's  selection  and  designation  of  any  other  Lending
Installation,  to  such payments made to such other Lending Installation, such
Lender  shall  use reasonable efforts to make, fund and maintain its Loans and
issue Letters of Credit through another Lending Installation of such Lender in
another  jurisdiction  so  as to reduce the Borrowers' liability hereunder, if
the  making,  funding  or  maintenance  of such Loans and the issuance of such
Letters  of Credit through such other Lending Installation of such Lender does
not,  in  the  good  faith judgment of such Lender, otherwise adversely affect
such Loans, or obligations under the Commitments or such Lender.  With respect
to such deduction or withholding for or on account of any Taxes and to confirm
that  all  such  Taxes  have  been  paid  to  the  appropriate  Governmental
Authorities,  the  Company  shall  promptly  (and  in any event not later than
thirty  (30)  days  after  receipt)  furnish to each Lender and the Agent such
certificates, receipts and other documents as may be required (in the judgment
of  such Lender or the Agent) to establish any tax credit to which such Lender
or  the Agent may be entitled.  A payment may be made by the Company or by the
Subsidiary  that  is  the Borrower with respect to the Loan that gives rise to
such  payment.

     (ii)   In addition, the Company agrees to pay any present or future stamp
or  documentary  taxes  or  any  other  excise  or property taxes, charges, or
similar  levies  that arise from any payment made hereunder, from the issuance
of  Letters  of  Credit  hereunder,  or  from  the  execution,  delivery  or
registration  of, or otherwise with respect to, this Agreement, the other Loan
Documents,  the  Commitments,  the Loans or the Letters of Credit (hereinafter
referred  to  as  "OTHER  TAXES").

     (iii)    Subject  to  Section  2.10(E)(vii), the Company indemnifies each
                           ---------------------
Lender  and the Agent for the full amount of Taxes and Other Taxes (including,
without  limitation,  any  Taxes  or  Other  Taxes imposed by any Governmental
Authority  on  amounts payable under this Section 2.10(E)) paid by such Lender
                                          ---------------
or  the  Agent  (as  the  case may be) and any liability (including penalties,
interest,  and expenses) arising therefrom or with respect thereto, whether or
not  such  Taxes  or  Other  Taxes  were  correctly or legally asserted.  This
indem-nification  shall  be  made  within thirty (30) days after the date such
Lender  or  the  Agent  (as the case may be) makes written demand therefor.  A
certificate  as  to  any  additional amount payable to any Lender or the Agent
under  this  Section  2.10(E)  submitted  to the Company and the Agent by such
             ----------------
Lender or the Agent shall show in reasonable detail the amount payable and the
calculations  used  to determine such amount and shall, absent manifest error,
be  final,  conclusive  and  binding  upon  all  parties  hereto.

     (iv)    Within thirty (30) days after the date of any payment of Taxes or
Other Taxes by any Borrower or Subsidiary Obligor, such Borrower or Subsidiary
Obligor  shall  furnish  to  the  Agent  the original or a certified copy of a
receipt  evidencing  payment  thereof.

     (v)    Without prejudice to the survival of any other agreement of any of
the  Borrowers or Subsidiary Obligor hereunder, the agreements and obligations
of  the  Borrowers  and  Subsidiary  Obligor contained in this Section 2.10(E)
                                                               ---------------
shall  survive  the  payment  in full of principal and interest hereunder, the
termination  of  the  Letters of Credit and the termination of this Agreement.

     (vi)    Without  limiting the obligations of the Borrowers and Subsidiary
Obligor under this Section 2.10(E) (except as expressly provided by subsection
                   ---------------                                  ----------
(vii)  below),  (A)  each  Lender that has a Commitment that is not created or
-----
organized  under  the  laws  of  the  United  States of America or a political
---
subdivision  thereof  shall  deliver to the Company and the Agent on or before
---
the Closing Date, or, if later, the date on which such Lender becomes a Lender
--
pursuant  to  Section 12.3 hereof, a true and accurate certificate executed in
              ------------
duplicate  by a duly authorized officer of such Lender, in a form satisfactory
to  the Company and the Agent, to the effect that such Lender is capable under
the  provisions  of an applicable tax treaty concluded by the United States of
America  (in  which  case the certificate shall be accompanied by two executed
copies  of  Form  1001 of the IRS) or under Section 1442 of the Code (in which
case  the  certificate  shall be accompanied by two copies of Form 4224 of the
IRS) of receiving payments of interest and fees hereunder without deduction or
withholding  of  United  States  federal  income tax and (B) each Lender shall
deliver  to  the  Company  and the Agent on or before the Closing Date, or, if
later,  the  date  on  which such Lender becomes a Lender, a true and accurate
certificate executed in duplicate by a duly authorized officer of such Lender,
in  a  form satisfactory to the Company and the Agent, to the effect that such
Lender  is  capable  under the provisions of an applicable tax treaty or under
the  provisions  of  applicable  law  of  receiving  payments of interest with
respect  to  the Advances to Purina Korea, Inc. hereunder without deduction or
withholding  of income tax.  Each such Lender further agrees to deliver to the
Company  and  the  Agent,  from  time  to time a true and accurate certificate
executed  in  duplicate  by  a  duly  authorized  officer  of  such  Lender
substantially  in  a form satisfactory to the Company and the Agent, before or
promptly  upon  the  occurrence  of  any  event requiring a change in the most
recent  certificate  previously  delivered  by  it  pursuant  to  this Section
                                                                       -------
2.10(E)(vi).  Further, each Lender which delivers a certificate accompanied by
       ----
Form  1001  of  the IRS covenants and agrees to deliver to the Company and the
Agent within fifteen (15) days prior to January 1, 1999, and every third (3rd)
anniversary  of  such  date  thereafter,  on  which this Agreement is still in
effect, another such certificate and two accurate and complete original signed
copies of Form 1001 (or any successor form or forms required under the Code or
the  applicable  regulations  promulgated  thereunder),  and  each Lender that
delivers  a  certificate  accompanied  by  Form  4224 of the IRS covenants and
agrees  to deliver to the Company and the Agent within fifteen (15) days prior
to  the  beginning of each subsequent taxable year of such Lender during which
this  Agreement  is still in effect, another such certificate and two accurate
and complete original signed copies of IRS Form 4224 (or any successor form or
forms  required  under  the  Code  or  the  applicable regulations promulgated
thereunder).

     Each  such certificate shall certify pursuant to this Section 2.10(E)(vi)
                                                           -------------------
as  to  one  of  the  following:

     (a)    that  such  Lender  is  capable  of receiving payments of interest
hereunder without deduction or withholding of United States of America federal
income  tax;

     (b)    that  such Lender is not capable of receiving payments of interest
hereunder  without  deduction  or  withholding of the applicable income tax as
specified  therein  but  is  capable of recovering the full amount of any such
deduction  or  withholding  from  a  source  other  than the Borrowers and the
Subsidiary  Obligor  and will not seek any such recovery from the Borrowers or
the  Subsidiary  Obligor;  or

     (c)    that,  as  a  result  of the adoption of or any change in any law,
treaty,  rule,  regulation,  guideline  or  determination  of  a  Governmental
Authority  or  any  change  in  the interpretation or application thereof by a
Governmental  Authority after the date such Lender became a party hereto, such
Lender  is  not  capable  of  receiving payments of interest hereunder without
deduction  or  withholding  of  applicable income tax as specified therein and
that it is not capable of recovering the full amount of the same from a source
other  than  the  Borrowers  and  the  Subsidiary  Obligors.

     Each  Lender  shall  promptly  furnish  to the Company and the Agent such
additional documents as may be reasonably required by the Company or the Agent
to  establish  any  exemption  from  or  reduction of any Taxes or Other Taxes
required  to  be  deducted or withheld and which may be obtained without undue
expense  to  such  Lender.

     A  Borrower  shall  provide  such  information  and take such action as a
Lender may reasonably request without undue expense to such Borrower to enable
the  Lender  to  comply with the foregoing provisions of this subsection (vi).
                                                              ---------------

     (vii)    None  of  the  Borrowers shall be required to pay any additional
amounts  under  subsection (i) above or indemnification under subsection (iii)
                --------------                                ----------------
above  to  the  extent  that  the obligation to pay such additional amounts or
indemnification would not have arisen but for:  (a) a failure by the Lender or
Agent  to  comply  with  the  provisions  of subsection (vi) above; or (b) the
                                             ---------------
certifications  referred  to  in  subsection  (vi)  above  not  being  true.
                                  ----------------

     (viii)    Each  Lender  and the Agent agree that if it shall become aware
that it is entitled to receive a refund or a tax credit in respect of Taxes or
Other  Taxes  as  to which it has been indemnified by the Company or any other
Borrower  pursuant  to  this  Section  2.10(E),  it  shall promptly notify the
                              ----------------
Company of the availability of such refund or tax credit and at the request of
the Company will apply for such refund or take the benefit of such tax credit;
provided,  however  the  failure  to provide such notice shall not relieve the
Company  or  any  other  Borrower of any of their Obligations hereunder.  Upon
receipt  of such refund or the benefit of such tax credit, the Lender or Agent
agrees to pay such refund or an amount equal to the benefit of such tax credit
to  the applicable Borrower along with any interest actually received from the
taxing  authority,  net  of all out-of-pocket expenses of such Lender or Agent
incurred  with  respect  to  such  refund  or  tax  credit.

     (F)    Loan  Account.   Each Lender shall maintain in accordance with its
            -------------
usual  practice  an  account  or  accounts  (a  "LOAN ACCOUNT") evidencing the
Obligations  of each of the Borrowers to such Lender owing to such Lender from
time  to  time, including the amount of principal and interest payable paid to
such  Lender  from  time  to  time  hereunder.

     (G)    Entries  Binding.   The entries made in each Loan Account shall be
            ----------------
conclusive  and  binding  for  all purposes, absent manifest error, unless the
Company  objects  to  information  contained in the Loan Account within thirty
(30)  days  of  the  Company's  receipt  of  such  information.

     2.11  Notification of Advances, Interest Rates, Prepayments and Aggregate
           -------------------------------------------------------------------
Commitment  Reductions.  Promptly after receipt thereof, the Agent will notify
----------------------
each  applicable Lender of the contents of each Aggregate Commitment reduction
notice,  Borrowing  Notice for Revolving Loans, Conversion/Continuation Notice
with  respect  to  Revolving  Loans,  and  repayment  notice  received  by  it
hereunder.   The Agent will notify each applicable Lender of the interest rate
applicable to each Eurodollar Loan, Korean Eurodollar Loan and Korean Won Loan
promptly  upon  determination  of  such interest rate, and the Agent will give
each  applicable  Lender  prompt  notice  of each change in the Alternate Base
Rate.

     2.12    Lending  Installations.    Each  Lender may book its Loans at any
             ----------------------
Lending  Installation  selected  by  such  Lender  and  may change its Lending
Installation  from  time  to time.  All terms of this Agreement shall apply to
any  such  Lending  Installation.    Each  Lender may, by written or facsimile
notice  to  the  Agent  and  the  Borrowers,  designate a Lending Installation
through which Loans will be made by it and for whose account Loan payments are
to  be  made.

     2.13   Non-Receipt of Funds by the Agent.  Unless the applicable Borrower
            ---------------------------------
or a Lender, as the case may be, notifies the Agent prior to the date on which
it  is  scheduled to make payment to the Agent of (i) in the case of a Lender,
the  proceeds  of  a  Loan  or  (ii)  in  the case of a Borrower, a payment of
principal,  interest  or  fees to the Agent for the account of the Lenders for
the  account  of  the applicable Lenders, that it does not intend to make such
payment, the Agent may assume that such payment has been made.  The Agent may,
but  shall  not  be obligated to, make the amount of such payment available to
the  intended  recipient  in reliance upon such assumption.  If such Lender or
Borrower,  as  the case may be, has not in fact made such payment to the Agent
the  recipient  of  such  payment  shall, on demand by the Agent, repay to the
Agent  the  amount so made available together with interest thereon in respect
of  each  day during the period commencing on the date such amount was so made
available by the Agent until the date the Agent recovers such amount at a rate
per  annum  equal to (i) in the case of payment by a Lender, the Federal Funds
Effective  Rate for such day or (ii) in the case of payment by a Borrower, the
interest  rate  applicable  to  the  relevant  Loan.

     2.14    Termination  Date.    This Agreement shall be effective until the
             -----------------
Termination  Date.    Notwithstanding the termination of this Agreement on the
Termination  Date,  until  all  of  the  Obligations  (other  than  contingent
indemnity  and  reimbursement  obligations)  shall  have  been  fully  and
indefeasibly  paid  and  satisfied,  all  financing  arrangements  among  the
Borrowers and the Lenders shall have been terminated (other than under Hedging
Agreements) and all of the Letters of Credit shall have expired, been canceled
or  terminated,  all  of  the rights and remedies under this Agreement and the
other  Loan  Documents shall survive and the Agent shall be entitled to retain
its  security  interest  in  and to all existing and future Collateral for the
benefit  of  itself  and  the  Holders  of  Secured  Obligations.

     2.15    Replacement of Certain Lenders.  In the event a Lender ("AFFECTED
             ------------------------------
LENDER")  shall  have:    (i) failed to fund its Revolving Credit Share of any
Advance requested by any Borrower which such Lender is obligated to fund under
the  terms  of  this  Agreement  and  which  failure  has not been cured, (ii)
requested compensation from any Borrower under Sections 2.10(E), 3.1 or 3.2 to
                                               ----------------  ---    ---
recover  Taxes,  Other Taxes or other additional costs incurred by such Lender
which are not being incurred generally by the other Lenders, (iii) delivered a
notice  pursuant  to Section 3.3 claiming that such Lender is unable to extend
                     -----------
Eurodollar  Loans  to any Borrower for reasons not generally applicable to the
other Lenders, (iv) declined to extend the Termination Date or the expiry date
of the Aggregate Commitment with respect to the Tranche B Obligations pursuant
to  Section  2.24, or (v) has invoked Section 9.2, then, in any such case, any
    -------------                     -----------
Borrower  or the Agent may make written demand on such Affected Lender (with a
copy  to  the  Agent in the case of a demand by any Borrower and a copy to the
Borrowers  in  the  case  of a demand by the Agent) for the Affected Lender to
assign, and such Affected Lender shall use its best efforts to assign pursuant
to  one  or  more  duly  executed  assignment  and  acceptance  agreements  in
substantially  the  form of Exhibit D five (5) Business Days after the date of
                            ---------
such  demand,  to  one  or  more  financial  institutions that comply with the
provisions of Section 12.3(A) (and, if selected by the Borrowers is reasonably
              ---------------
acceptable to the Agent, and, so long as no Default shall have occurred and is
continuing,  if selected by the Agent is reasonably acceptable to the Company)
which  any  Borrower  or the Agent, as the case may be, shall have engaged for
such  purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and
obligations  under  this  Agreement  and  the other Loan Documents (including,
without  limitation,  its  Commitment,  all  Loans  owing  to  it,  all of its
participation  interests  in  existing Letters of Credit and its obligation to
participate  in  Letters of Credit hereunder) in accordance with Section 12.3.
                                                                 ------------
The  Agent  agrees,  upon  the  occurrence  of  such events with respect to an
Affected  Lender  and  upon  the  written  request of any Borrower, to use its
reasonable  efforts  to  obtain  the  commitments  from  one or more financial
institutions  qualified to act as a Replacement Lender.  Further, with respect
to  such  assignment  the Affected Lender shall have concurrently received, in
cash,  all amounts due and owing to the Affected Lender hereunder or under any
other  Loan Document, including, without limitation, the aggregate outstanding
principal  amount  of  the  Loans  owed  to such Lender, together with accrued
interest  thereon  through  the date of such assignment, amounts payable under
Sections  2.10(E),  3.1,  and  3.2  with  respect  to such Affected Lender and
  ---------------   ---        ---
compensation  payable under Section 2.10(C) in the event of any replacement of
  ----                      ---------------
any  Affected  Lender  under clause (ii) or clause (iii) of this Section 2.15;
                             -----------    ------------         ------------
provided  that  upon  such Affected Lender's replacement, such Affected Lender
  ------
shall  cease  to  be  a  party hereto but shall continue to be entitled to the
benefits  of  Sections 2.10(E), 3.1, 3.2, 3.4, and 9.7, as well as to any fees
              ----------------  ---  ---  ---      ---
accrued  for  its account hereunder and not yet paid, and shall continue to be
obligated  under  Section  10.8.   Upon the replacement of any Affected Lender
                  -------------
pursuant to this Section 2.15, the provisions of Section 8.2 shall continue to
                 ------------                    -----------
apply  with  respect  to  Advances  which are then outstanding with respect to
which  the Affected Lender failed to fund its Revolving Credit Share and which
failure  has  not  been  cured.

     2.16   Letters of Credit.  (a) Upon receipt of duly executed applications
            -----------------
therefor  in  substantially  the  form of Exhibit H, and such other documents,
                                          ---------
instructions and agreements as such Issuing Lender may reasonably require, and
subject  to the provisions of Article IV, the Agent shall, or any other Lender
                              ----------
in  its  sole  discretion  may,  issue standby or commercial letters of credit
denominated in Dollars for the account of the Company or one of the Subsidiary
Borrowers  or  Subsidiary Obligors or standby letters of credit denominated in
Korean Won for the account of Purina Korea, Inc., on terms as are satisfactory
to  such  Issuing  Lender  in  substantially  the form of Exhibit I; provided,
                                                          ---------  --------
however,  that  no  Letter  of  Credit  will be issued hereunder by an Issuing
     --
Lender  if  on  the  date  of  issuance, before or after taking such Letter of
Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations
at  such  time would exceed the Aggregate Commitments at such time or (ii) the
amount  (or  with  respect  to standby Letters of Credit denominated in Korean
Won, the Dollar Amount) of the Revolving Credit Obligations owed by any of the
Borrowers  or  Subsidiary Obligors pursuant to this Agreement would exceed the
corresponding  amounts  listed  below:

     Agribrands  International,  Inc.                    $  5,000,000
Agribrands  Canada,  Inc.                              $  6,500,000
Purina  Italia  S.p.A.                              $  4,000,000
Purina  Espana,  S.A.                              $  2,500,000
Purina  Hungaria  Animal  Feed
     Production  &  Trading  Company  Ltd.          $  2,000,000
Purina  Korea,  Inc.                              $15,000,000
Industrias  Purina  S.A.  de  C.V.                    $  5,000,000
Purina  Colombiana  S.A.                              $  5,000,000
Agribrands  Purina  do  Brasil,  Ltda.          $  5,000,000
Purina  Philippines,  Inc.                              $  2,500,000
Purina  de  Venezuela,  C.A.                    $  2,500,000

and  provided,  further, that no Letter of Credit shall be issued which has an
     --------   -------
expiration  date  later  than  the  date  which  is  five  (5)  Business  Days
immediately  preceding  the  Termination Date; and provided, further, that all
                                                   --------  -------
commercial  Letters of Credit requested hereunder shall be denominated only in
Dollars;  and  provided, however, that no Issuing Lender shall be obligated to
               --------  -------
issue  any  Letter  of  Credit hereunder to any Borrower or Subsidiary Obligor
unless  the "Revolving Credit Obligations" owed by such Borrower or Subsidiary
Obligor  under  and  as  defined under the Long Term Credit Agreement shall be
equal  to  the amounts set forth in the first proviso of the first sentence of
Section 2.16 of the Long Term Credit Agreement, provided that, with respect to
                                                --------
standby  Letters  of  Credit  issued for the account of Purina Korea, Inc. and
denominated in Korean Won and subject to the conditions precedent set forth in
Sections 4.1 and 4.2 hereof, Purina Korea, Inc. may request standby Letters of
------------     ---
Credit  denominated  in  Korean  Won hereunder so long as the Dollar Amount of
"Revolving  Credit Obligations" denominated in Korean Won under and as defined
in  the  Long  Term  Credit  Agreement  is  equal  to  the "Maximum Korean Won
Commitment"  under  and  as  defined  in the Long Term Credit Agreement.  Each
Letter  of Credit issued for the account of any Borrower may, upon the request
of  the applicable Borrower, include a provision whereby such Letter of Credit
shall be renewed automatically for additional consecutive periods of 12 months
or  less  (but  not  beyond  the  date that is five Business Days prior to the
Termination  Date)  unless the Issuing Lender notifies the beneficiary thereof
at  least 30 days prior to the then-applicable expiry date that such Letter of
Credit  will  not be renewed.  Each Letter of Credit issued for the account of
any  Subsidiary Obligor shall be renewed or extended beyond the then effective
expiry  date  of the Aggregate Commitment for the Tranche B Obligations at the
request  of  the applicable Subsidiary Obligor only with the consent of all of
the  Lenders.    Prior to issuing any Letter of Credit, the applicable Issuing
Lender shall request and the Agent shall provide confirmation that the request
for  such  Letter  of  Credit  complies  with  the  provisions of this Section
                                                                       -------
2.16(a).    If  the  Agent  notifies  the applicable Issuing Lender that it is
authorized  to  issue  such  Letter of Credit, and the conditions described in
Article  IV  have  been  satisfied,  then such Issuing Lender shall issue such
   --------
Letter  of  Credit as requested.  The applicable Issuing Lender shall give the
   -
Agent  and  each  Lender  prompt  notice of the issuance of any such Letter of
Credit  by it.  Each Issuing Lender shall furnish to the Agent and each Lender
on the first Business Day of each month a written report, with respect to each
outstanding  Letter  of  Credit  issued  by  such  Issuing Lender, summarizing
whether such Letter of Credit is a standby or commercial Letter of Credit, the
maximum  amount  available  to  be  drawn thereon, and the beneficiary and the
issuance  and  expiration  dates  thereof.     Together with each such monthly
report  each  Issuing  Lender shall provide the Agent a copy of each Letter of
Credit  issued  by  such  Issuing  Bank  during  the  previous  month.

     (b)          Reserved.
                  --------

     2.17    Letter of Credit Participation.  Immediately upon the issuance of
             ------------------------------
each  Letter of Credit by any Issuing Lender hereunder, each Lender that has a
Commitment  shall  be  deemed  to  have  automatically,  irrevocably  and
unconditionally  purchased  and received from the applicable Issuing Lender an
undivided  interest  and  participation  in  and to such Letter of Credit, the
obligations  of  the  applicable  Borrower  or  Subsidiary  Obligor in respect
thereof,  and  the  liability  of  the  applicable  Issuing  Lender thereunder
(collectively,  an  "L/C INTEREST") in an amount equal to the amount available
for  drawing under such Letter of Credit multiplied by such Lender's Revolving
Credit  Share.

     The  applicable  Issuing  Lender  will  notify  the  Agent  promptly upon
presentation  to  it  of an L/C Draft or upon any other draw under a Letter of
Credit  and  the Agent will promptly notify each Lender that has a Commitment.
On  or  before  the  Business Day on which the applicable Issuing Lender makes
payment  of  each  such  L/C Draft or any other draw on a Letter of Credit, on
demand  of  the  Agent received by each Lender that has a Commitment not later
than  12:00 noon (Seoul, Korea time) on the fifth (5th) Business Day after the
date  of  such demand with respect to Letters of Credit issued for the account
of  Purina  Korea,  Inc.,  and  12:00  noon (New York time) on the third (3rd)
Business  Day  after the date of such demand with respect to all other Letters
of  Credit,  each Lender (other than the Issuing Lender) shall make payment on
such  Business  Day  to  the  Agent  for the account of the applicable Issuing
Lender, in immediately available funds in the applicable currency in an amount
equal to such Lender's Revolving Credit Share of the amount of such payment or
draw.

     Upon  the  Agent's  receipt  of  funds as a result of an Issuing Lender's
payment  on  an L/C Draft or any other draw on a Letter of Credit issued by an
Issuing Lender, the Agent shall promptly pay such funds to the Issuing Lender.
The  obligation  of each Lender that has a Commitment to pay the Agent for the
account  of  the  applicable  Issuing  Lender under this Section 2.17 shall be
                                                         ------------
unconditional,  continuing,  irrevocable  and absolute.  In the event that any
such  Lender  fails  to make payment to the Agent of any amount due under this
Section 2.17, the Agent shall be entitled to receive, retain and apply against
  ----------
such  obligation  the  principal and interest otherwise payable to such Lender
hereunder  until the Agent on behalf of the applicable Issuing Lender receives
such payment from such Lender or such obligation is otherwise fully satisfied;
provided,  however, that nothing contained in this sentence shall relieve such
--------   -------
Lender  of its obligation to reimburse the Agent for such amount in accordance
with  this  Section  2.17.
            -------------

     2.18    Reimbursement  Obligation.   Each of the Borrowers and Subsidiary
             -------------------------
Obligors  agrees  unconditionally,  irrevocably and absolutely upon receipt of
notice  from  the Agent or the applicable Issuing Lender to pay immediately to
the  Agent, for the account of the applicable Issuing Lender or the account of
the Lenders, as the case may be, the amount of each advance which may be drawn
under or pursuant to a Letter of Credit issued for its account or an L/C Draft
related  thereto  (such  obligation  of  each  of the Borrowers and Subsidiary
Obligors  to  reimburse  the  Issuing  Lender or the Agent for an advance made
under  a  Letter  of  Credit  or  L/C Draft being hereinafter referred to as a
"REIMBURSEMENT  OBLIGATION"  with  respect  to  such  Letter  of Credit or L/C
Draft),  each such payment to be made by the applicable Borrower or Subsidiary
Obligor  to  the Agent no later than 1:00 p.m. (New York time) or with respect
to Reimbursement Obligations owed by Purina Korea, Inc. 1:00 p.m. (Seoul time)
on  the  Business  Day on which the applicable Issuing Lender makes payment of
each  such  L/C Draft or, in the case of any other draw on a Letter of Credit,
1:00 p.m. (New York time) or with respect to Reimbursement Obligations owed by
Purina Korea, Inc. 1:00 p.m. (Seoul time) on the date specified in a demand by
the  Agent  and such payment shall be made in the applicable currency in which
such  Letter of Credit was issued.  Any Issuing Lender may direct the Agent to
make  such  demand  with  respect  to Letters of Credit issued by such Issuing
Lender.  If any Borrower at any time fails to repay a Reimbursement Obligation
pursuant  to  this Section 2.18, such Borrower shall be deemed to have elected
                   ------------
to  borrow a Revolving Loan from the applicable Lenders, as of the date of the
Advance  giving  rise  to  the Reimbursement Obligation equal in amount to the
amount  of  the unpaid Reimbursement Obligation.  Such Revolving Loan shall be
made  as  of  the  date  of  the  payment  giving  rise  to such Reimbursement
Obligation,  automatically,  without  notice  and  without  any requirement to
satisfy  the  conditions  precedent  otherwise  applicable  to  an  Advance of
Revolving Loans if such Borrower shall have failed to make such payment to the
Agent  for  the  account  of the applicable Issuing Lender prior to such time.
Such  Revolving Loans shall constitute a Base Rate Advance, or, in the case of
standby Letters of Credit denominated in Korean Won, a Korean Won Advance, the
proceeds  of  which  Advance  shall  be  used  to  repay  such  Reimbursement
Obligation.    If, for any reason, any Borrower or Subsidiary Obligor fails to
repay  a  Reimbursement  Obligation  on  the day such Reimbursement Obligation
arises  and,  for  any  reason,  the  Lenders  are  unable  to make or have no
obligation  to make a Revolving Loan, then such Reimbursement Obligation shall
bear  interest  from  and  after such day, until paid in full, at the interest
rate  applicable  to a Base Rate Advance, or in the case of standby Letters of
Credit  denominated  in  Korean  Won,  at  the  Korean  CD  Rate.

     2.19    Cash Collateral.  Notwithstanding anything to the contrary herein
             ---------------
or  in any application for a Letter of Credit, after the occurrence and during
the  continuance  of Default, each Borrower and Subsidiary Obligor shall, upon
the  Agent's demand, deliver to the Agent for the benefit of the Lenders, cash
collateral,  having  a  value,  as  determined  by  such Lenders, equal to the
aggregate  outstanding  L/C Obligations of such Borrower or Subsidiary Obligor
in  addition  to  amounts on deposit in the Cash Collateral Account.  Any such
additional  collateral  shall  be  held  by  the  Agent  in a separate account
appropriately  designated  as  a  cash  collateral account in relation to this
Agreement  and the Letters of Credit and retained by the Agent for the benefit
of  the  Lenders  as  collateral  security  for  the Borrowers' and Subsidiary
Obligors'  obligations in respect of this Agreement and each of the Letters of
Credit  and  L/C Drafts.  Such amounts shall be applied to reimburse the Agent
or  each  Issuing  Lender,  as  applicable,  for drawings or payments under or
pursuant  to  Letters  of Credit or L/C Drafts, or if no such reimbursement is
required,  to  payment  of  such  of  the other Obligations as the Agent shall
determine.    If no Default shall be continuing, amounts remaining in any cash
collateral  account  (other  than  the  Cash  Collateral  Account) established
pursuant  to  this  Section  2.19 which are not to be applied to reimburse the
                    -------------
Agent  for  amounts  actually  paid or to be paid by the Agent in respect of a
Letter  of  Credit  or L/C Draft, shall be promptly returned to the applicable
Borrower  (after deduction of the Agent's expenses incurred in connection with
such  cash  collateral  account).

     2.20  Letter of Credit Fees.  The Company agrees to pay (i) quarterly, in
           ---------------------
arrears,  on  each  Payment  Date  to the Agent for the ratable benefit of the
Lenders  having  Commitments,  except as set forth in Section 8.2, a letter of
                                                      -----------
credit  fee  ("LETTER  OF  CREDIT  FEE")  in  the  amount  of:

(w)          with  respect  to Letters of Credit issued for the account of the
Borrowers  (other  than Purina Korea, Inc.) and the Subsidiary Obligors (other
than  Purina  Korea, Inc.), a rate per annum equal to the Applicable Letter of
Credit  Fee  on  the  aggregate average daily outstanding amount available for
drawing  under  all  of  the  Letters  of  Credit  issued  for  its  account;

(x)        with respect to standby Letters of Credit issued for the account of
Purina Korea, Inc. and denominated in Dollars, a per annum rate equal to 3.50%
on  the aggregate average daily outstanding amount available for drawing under
all  standby  Letters  of  Credit  denominated  in  Dollars and issued for its
account;

(y)        with respect to standby Letters of Credit issued for the account of
Purina  Korea,  Inc.  and denominated in Korean Won, a per annum rate equal to
1.75%  on the aggregate average daily outstanding amount available for drawing
under  all  of  the  standby  Letters  of Credit denominated in Korean Won and
issued  for  its  account;  and

(z)     with respect to commercial Letters of Credit issued for the account of
Purina Korea, Inc. and denominated in Dollars, a per annum rate equal to 1.50%
on  the aggregate average daily outstanding amount available for drawing under
all  of the commercial Letters of Credit denominated in Dollars and issued for
its  account;  plus
               ----

(ii)  to  the  Agent for the benefit of the Issuing Lenders, a fronting fee of
one-eighth  of  one  percent (0.125%) per annum on the aggregate average daily
outstanding  Dollar  Amount  available for drawing under all of the Letters of
Credit  issued  for  the account of any Borrower or Subsidiary Obligor payable
quarterly,  in  arrears,  on  each  Payment  Date;  plus
                                                    ----

(iii) in each case, all customary fees and other issuance, amendment, document
examination,  negotiation  and  presentment  expenses  and  related charges in
connection  with  the issuance, amendment, presentation of L/C Drafts, and the
like  customarily  charged  by  the Issuing Lender with respect to standby and
commercial  Letters  of  Credit,  including,  without  limitation,  standard
commissions  with respect to commercial Letters of Credit, payable at the time
of  invoice  of  such  amounts.

     2.21   Indemnification; Exoneration.  (a)  In addition to amounts payable
            ----------------------------
as  elsewhere provided in this Agreement, each Borrower and Subsidiary Obligor
with  respect  to  Letters of Credit issued for its account agrees to protect,
indemnify,  pay  and  save  harmless  the  Agent, each Issuing Lender and each
Lender from and against any and all liabilities and costs which the Agent, any
Issuing  Lender  or  any  Lender  may incur or be subject to as a consequence,
direct or indirect, of (i) the issuance of any Letter of Credit other than, in
the case of the Issuing Lender, as a result of its gross negligence or willful
misconduct,  as  determined  by  the  final  judgment  of a court of competent
jurisdiction,  or (ii) the failure of the Issuing Lender of a Letter of Credit
to  honor  a  drawing  under  such  Letter of Credit as a result of any act or
omission, whether rightful or wrongful, of any present or future de jure or de
facto  Governmental  Authority  (all  such  acts  or  omissions  herein called
"GOVERNMENTAL  ACTS").

     (b)    As  among the Borrowers, the Subsidiary Obligors, the Lenders, the
Issuing  Lenders  and  the Agent, the Borrowers and Subsidiary Obligors assume
all risks of the acts and omissions of, or misuse of such Letter of Credit by,
the beneficiary of any Letter of Credit.  In furtherance and not in limitation
of  the  foregoing,  subject  to  the  provisions  of  the  Letter  of  Credit
applications  and  Letter  of  Credit reimbursement agreements executed by the
applicable  Borrower  or  Subsidiary  Obligor  at  the time of request for any
Letter  of Credit, the Issuing Lender of a Letter of Credit, the Agent and the
Lenders  shall  not  be  responsible  (in  the  absence of gross negligence or
willful  misconduct  in  connection  therewith,  as  determined  by  the final
judgment  of  a court of competent jurisdiction):  (i) for the form, validity,
sufficiency,  accuracy,  genuineness or legal effect of any document submitted
by  any  party  in  connection  with  the  application for and issuance of the
Letters  of  Credit,  even  if  it  should  in  fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) 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; (iii) for failure of the beneficiary of
a  Letter  of  Credit to comply duly with conditions required in order to draw
upon  such  Letter  of  Credit;  (iv)  for errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex,  or other similar form of teletransmission or otherwise; (v) for errors
in  interpretation of technical trade terms; (vi) for any loss or delay in the
transmission  or otherwise of any document required in order to make a drawing
under  any  Letter  of  Credit  or  of  the  proceeds  thereof;  (vii) for the
misapplication by the beneficiary of a Letter of Credit of the proceeds of any
drawing  under  such Letter of Credit; and (viii) for any consequences arising
from  causes  beyond  the  control  of  the  Agent, the Issuing Lender and the
Lenders  including,  without  limitation,  any Governmental Acts.  None of the
above  shall  affect,  impair,  or  prevent  the vesting of any of the Issuing
Lender's  rights  or  powers  under  this  Section  2.21.
                                           -------------

     (c)    In furtherance and extension and not in limitation of the specific
provisions  hereinabove  set  forth, any action taken or omitted by an Issuing
Lender  under  or in connection with Letters of Credit issued on behalf of any
Borrower  or  Subsidiary Obligor or any related certificates shall not, in the
absence  of gross negligence or willful misconduct, as determined by the final
judgment  of  a  court  of competent jurisdiction, put the Issuing Lender, the
Agent  or  any  Lender  under  any  resulting  liability  to  any  Borrower or
Subsidiary Obligor or relieve any Borrower or Subsidiary Obligor of any of its
obligations  hereunder  to  any  such  Person.

     (d)    Without  prejudice  to  the survival of any other agreement of the
Borrowers or the Subsidiary Obligors hereunder, the agreements and obligations
of  the  Borrowers contained in this Section 2.21 shall survive the payment in
                                     ------------
full  of  principal  and interest hereunder, the termination of the Letters of
Credit  and  the  termination  of  this  Agreement.

     2.22    Judgment Currency.  If, for the purposes of obtaining judgment in
             -----------------
any  court,  it is necessary to convert a sum due from a Borrower hereunder or
under  any  of  the  Notes in the currency expressed to be payable herein (the
"SPECIFIED  CURRENCY") into another currency, the parties hereto agree, to the
fullest extent that they may effectively do so, that the rate of exchange used
shall  be that at which in accordance with normal banking procedures the Agent
could  purchase the specified currency with such other currency at the Agent's
main  office  in  New  York,  New York or Seoul, Korea or any other applicable
local  office  on  the  Business  Day  preceding  that  on  which  the  final,
non-appealable  judgment is given.  The obligations of the applicable Borrower
in  respect  of  any  sum  due  to  any  Lender  or the Agent hereunder shall,
notwithstanding  any judgment in a currency other than the specified currency,
be discharged only to the extent that on the Business Day following receipt by
such  Lender or Agent (as the case may be) of any sum adjudged to be so due in
such  other  currency  such  Lender  or  Agent  (as  the  case  may be) may in
accordance  with  normal, reasonable banking procedures purchase the specified
currency with such other currency.  If the amount of the specified currency so
purchased  is less than the sum originally due to such Lender or Agent, as the
case may be, in the specified currency, the applicable Borrower agrees, to the
fullest  extent  that  it  may effectively do so, as a separate obligation and
notwithstanding  any  such judgment, to indemnify such Lender or Agent, as the
case may be, against such loss, and if the amount of the specified currency so
purchased  exceeds  (a)  the sum originally due to any Lender or Agent, as the
case  may  be, in the specified currency and (b) any amounts shared with other
Lenders  as  a  result  of  allocations  of  such excess as a disproportionate
payment  to  such Lender under Section 11.2, such Lender or Agent, as the case
                               ------------
may  be,  agrees  to  remit  such  excess to the applicable Borrower.  Without
prejudice  to  the  survival  of  any of the other agreements of the Borrowers
hereunder,  the  agreements  and  obligations of the Borrowers in this Section
                                                                       -------
2.22  shall  survive  the termination of this Agreement and the payment of all
   -
other  amounts  owing  hereunder.

     2.23    Currency  Disruption.    Notwithstanding  the satisfaction of all
             --------------------
conditions referred to in Article II with respect to any Advance in Korean Won
                          ----------
or  in  Dollars  to Purina Korea, Inc., if, after the Closing Date, a material
adverse  change  in  the  banking  market  (including,  without  limitation, a
significant  down-grading of the credit ratings of the major domestic banks in
the  Republic  of Korea or the sovereign debt of the Republic of Korea) occurs
or  bank  regulatory circumstances change or currency controls or restrictions
or  other  exchange  regulations are imposed or other circumstances arise as a
result  of  which,  in  the  reasonable  opinion  of the Agent or the Required
Lenders,  Korean Won or Dollars in Korea are unavailable to the Lenders or are
no longer readily available or freely traded or other exchange regulations are
imposed  in  the  Republic  or  Korea  with the result that different types of
currency  are  introduced,  then  the  Advances  and standby Letters of Credit
denominated  in  Korean  Won and the Advances in Dollars to Purina Korea, Inc.
and standby Letters of Credit denominated in Dollars for the account of Purina
Korea,  Inc.  shall no longer be available until such time as the Agent or the
Required  Lenders  determine  that the disqualifying event or events no longer
exist;  provided,  that  during  the period that such Korean Won or Letters of
        --------
Credit  denominated  in Dollars are unavailable pursuant to this Section 2.23,
                                                                 ------------
the  Company's  obligation  to pay the Korean facility fee pursuant to Section
                                                                       -------
2.10(C)(i)  shall  be  suspended.
  --------

     2.24   Termination Date Extension.  The Aggregate Commitment shall expire
            --------------------------
on  the  Termination  Date.  Within the period beginning 59 days and ending 30
days  before  the  then effective Termination Date, the Company may request in
writing  that the Termination Date be extended for an additional period of 364
days,  including the then effective Termination Date as one of the days in the
calculation  of  days elapsed.  Within 30 days after such request, each Lender
may, in its sole discretion, agree to such extension to a new Termination Date
not more than 364 days following the then effective Termination Date by giving
written notice of such agreement to the Company and the Agent (and the failure
to  provide  such  notice shall be determined to be a decision not to extend).
The  Commitment  of  each  Lender  that declines to extend with respect to the
Aggregate  Commitment  may,  at  the  option  of  the  Company, be replaced in
accordance  with  Section 12.3 (but only to the extent a replacement Lender is
                  ------------
then  available)  or  the  Aggregate Commitment reduced.  The Required Lenders
must  agree to any extension with respect to the Termination Date for any such
extension  to  become  effective.



ARTICLE  III:    CHANGE  IN  CIRCUMSTANCES
------------------------------------------

     3.1    Yield  Protection.    If  any  law  or  any  governmental  or
            -----------------
quasi-governmental  rule,  regulation, policy, guideline or directive (whether
          -----
or  not  having the force of law) adopted after the date of this Agreement and
having  general  applicability  to  all banks within the jurisdiction in which
such Lender operates (excluding, for the avoidance of doubt, the effect of and
phasing  in  of capital requirements or other regulations or guidelines passed
prior  to  the  date  of this Agreement), or any interpretation or application
thereof  by  any  Governmental  Authority  charged  with the interpretation or
application  thereof,  or  the  compliance  of  any  Lender  therewith,

     (i)   subjects any Lender (each reference in this Section 3.1 to a Lender
                                                       -----------
being  in  its  capacity  as  a  Lender  or  an  Issuing Lender, or all of the
foregoing)  or any applicable Lending Installation to any tax, duty, charge or
withholding  on  or  from  payments  due  from any of the Borrowers (excluding
taxation imposed by the United States of America or any Governmental Authority
of  the  jurisdiction under the laws of which such Lender is organized, on the
overall  net  income  of  any  Lender  or applicable Lending Installation), or
changes  the  basis  of  taxation  of payments to any Lender in respect of its
Loans,  its  L/C  Interests,  the  Letters  of  Credit or other amounts due it
hereunder,  provided however that this clause (i) shall not apply with respect
                                       ----------
to  any  Taxes  to  which  Section  2.10(E)  applies,  or
                           ----------------

     (ii)    imposes or increases or deems applicable any reserve, assessment,
insurance  charge,  special  deposit or similar requirement against assets of,
deposits  with or for the account of, or credit extended by, any Lender or any
applicable  Lending  Installation with respect to its Eurodollar Loans, Korean
Eurodollar  Loans,  Korean  Won  Loans, L/C Interests or the Letters of Credit
(other  than  reserves  and  assessments taken into account in calculating the
Eurodollar  Rate  or  Korean  Eurodollar  Rate),  or

     (iii)  imposes any other condition the result of which is to increase the
cost  to  any Lender or any applicable Lending Installation of making, funding
or  maintaining  the  Eurodollar  Loans,  Korean  Eurodollar Loans, Korean Won
Loans,  the  L/C  Interests  or  the  Letters  of Credit or reduces any amount
received  by  any  Lender or any applicable Lending Installation in connection
with Eurodollar Loans, Korean Eurodollar Loans, Korean Won Loans or Letters of
Credit,  or requires any Lender or any applicable Lending Installation to make
any  payment  calculated  by reference to the amount of Loans or L/C Interests
held  or  interest received by it or by reference to the Letters of Credit, by
an  amount  deemed  material  by  such  Lender;

and  the result of any of the foregoing is to increase the cost to that Lender
of  making,  renewing  or  maintaining  its Loans, L/C Interests or Letters of
Credit  or to reduce any amount received under this Agreement, then, within 15
days after receipt by the Company of written demand by such Lender pursuant to
Section  3.5, the Company shall pay or cause the appropriate Subsidiary to pay
------------
such Lender that portion of such increased expense incurred or reduction in an
amount  received  which  such  Lender  determines  is  attributable to making,
funding  and  maintaining  its Loans, L/C Interests, Letters of Credit and its
Commitment.

     3.2    Changes  in  Capital  Adequacy  Regulations.    If  a Lender (each
            -------------------------------------------
reference in this Section 3.2 to a Lender being in its capacity as a Lender or
                  -----------
an  Issuing  Lender,  or  all  of  the foregoing) determines (i) the amount of
capital  required  or  expected  to  be maintained by such Lender, any Lending
Installation  of  such  Lender  or  any corporation controlling such Lender is
increased as a result of a "Change" (as defined below), and (ii) such increase
in  capital  will  result  in  an  increase  in  the  cost  to  such Lender of
maintaining  its Loans, L/C Interests, the Letters of Credit or its obligation
to  make Loans hereunder, then, within 15 days after receipt by the Company of
written  demand  by such Lender pursuant to Section 3.5, the Company shall pay
                                            -----------
or cause the appropriate Subsidiary to pay such Lender the amount necessary to
compensate  for  any  shortfall  in  the rate of return on the portion of such
increased  capital  which  such  Lender  determines  is  attributable  to this
Agreement,  its  Loans,  its  L/C  Interests,  the  Letters  of  Credit or its
obligation  to  make  Loans hereunder (after taking into account such Lender's
policies  as  to  capital  adequacy).  "CHANGE" means (i) any change after the
date  of  this  Agreement  in  the "Risk-Based Capital Guidelines" (as defined
below)  excluding, for the avoidance of doubt, the effect of any phasing in of
such  Risk-Based  Capital  Guidelines or any other capital requirements passed
prior  to the date hereof, or (ii) any adoption of or change in any other law,
governmental  or  quasi-governmental  rule,  regulation,  policy,  guideline,
interpretation,  or  directive  (whether or not having the force of law) after
the  date  of this Agreement and having general applicability to all banks and
financial  institutions  within the jurisdiction in which such Lender operates
which  affects  the amount of capital required or expected to be maintained by
any  Lender  or  any  Lending  Installation or any corporation controlling any
Lender.    "RISK-BASED  CAPITAL  GUIDELINES"  means (i) the risk-based capital
guidelines  in  effect  in  the  United  States on the date of this Agreement,
including  transition  rules,  and  (ii) the corresponding capital regulations
promulgated  by  regulatory authorities outside the United States implementing
the  July  1988  report  of  the  Basle  Committee  on  Banking Regulation and
Supervisory  Practices  Entitled  "International  Convergence  of  Capital
Measurements  and  Capital  Standards,"  including  transition  rules, and any
amendments  to  such  regulations adopted prior to the date of this Agreement.

     3.3    Availability  of  Types of Advances.  If (i) any Lender determines
            -----------------------------------
that  maintenance  of  its Eurodollar Loans, Korean Eurodollar Loans or Korean
Won Loans at a suitable Lending Installation would violate any applicable law,
rule,  regulation,  policy, guideline, interpretation or directive, whether or
not  having  the  force  of  law,  or  (ii)  the Agent or the Required Lenders
determine  that  (x)  deposits of a type, currency and maturity appropriate to
match  fund  Eurodollar  Advances,  Korean  Eurodollar  Advances or Korean Won
Advances are not available or (y) the interest rate applicable to a Eurodollar
Advance,  Korean  Eurodollar  Advances or Korean Won Advance is unavailable or
does  not  accurately  reflect  the  cost  of  making  or  maintaining  such a
Eurodollar Advance, Korean Eurodollar Advances or Korean Won Advance, then the
Agent shall suspend the availability of Eurodollar Advances, Korean Eurodollar
Advances  or  Korean Won Advances and, in the case of any occurrence set forth
in  clause (i), require any Eurodollar Advances, Korean Eurodollar Advances or
    ----------
Korean  Won  Advances to be repaid or, at the option of the Company, converted
to  Base  Rate  Advances  denominated  in  Dollars or repaid at the end of the
current  Interest  Period  or  at  such  other time, as may be required by the
applicable  law,  rule,  regulation,  policy,  guideline,  interpretation  or
directive.

     3.4  Funding Indemnification.  If (i) any payment of a Eurodollar Advance
          -----------------------
or  Korean  Eurodollar Advance or Korean Won Advance occurs on a date which is
not  the  last  day  of  the  applicable Interest Period, (ii) any Loan in any
currency  is  converted to a Loan in any other currency on a date which is not
the  last  day  of  the  applicable  Interest  Period,  whether  because  of
acceleration, prepayment, illegality or otherwise, or if a Eurodollar Advance,
a  Korean Eurodollar Advance or Korean Won Advance is not made or continued or
prepaid  on the date specified by the applicable Borrower for any reason other
than  default by the Lenders, the applicable Borrower agrees to compensate and
indemnify  each  Lender,  on  demand,  for  any  loss  or  cost incurred by it
resulting  therefrom,  including,  without  limitation,  any  loss  or cost in
liquidating  or employing deposits acquired to fund or maintain the Eurodollar
Advance,  the  Korean  Eurodollar  Advance  or  Korean  Won  Advance.

     3.5    Lender Statements; Survival of Indemnity.  If reasonably possible,
            ----------------------------------------
each  Lender shall designate an alternate Lending Installation with respect to
its  Eurodollar  Loans,  Korean Eurodollar Loans or Korean Won Loans to reduce
any liability of the Borrowers to such Lender under Sections 3.1 and 3.2 or to
                                                    ------------     ---
avoid  the  unavailability  of a Type of Advance under Section 3.3, so long as
                                                       -----------
such  designation  is  not  disadvantageous  to  such  Lender  in  its  sole
determination.  Each Lender requiring compensation pursuant to Section 2.10(E)
                                                               ---------------
or  to this Article III shall use its reasonable efforts to notify the Company
            -----------
and  the  Agent  in  writing  of  any  Change, law, policy, rule, guideline or
directive  giving  rise  to  such demand for compensation not later than sixty
(60)  days  following  the  date upon which the responsible account officer of
such  Lender  knows  or  should  have known of such Change, law, policy, rule,
guideline  or  directive; provided, that failure to give such notice shall not
                          --------
affect  any  obligations  of  the  Borrowers  hereunder  with respect thereto;
provided,  further  that  for each such Change, law policy, rule, guideline or
      --   -------
directive  giving rise to such demand, such reimbursement obligations shall be
limited  to  an  amount  equal to costs incurred sixty (60) days prior to such
notice  and  thereafter.  Any demand for compensation pursuant to this Article
                                                                       -------
III  shall be in writing and shall state the amount due, if any, under Section
 --                                                                    -------
3.1, 3.2 or 3.4 and shall set forth in reasonable detail the calculations upon
---  ---    ---
which  such  Lender  determined  such  amount.    Such written demand shall be
rebuttably  presumed  correct  for  all  purposes.    Determination of amounts
payable  under  such  Sections  in  connection  with a Eurodollar Loan, Korean
Eurodollar  Loan  or Korean Won Loan shall be calculated as though each Lender
funded  its  Eurodollar  Loan,  Korean  Eurodollar Loan or Korean Won Loan, as
applicable    through  the  purchase  of  a  deposit of the type, currency and
maturity  corresponding  to the deposit used as a reference in determining the
Eurodollar  Rate,  Korean  Eurodollar Rate or Korean CD Rate, as applicable to
such  Loan,  whether  in fact that is the case or not.  The obligations of the
Borrowers  under  Sections  3.1,  3.2  and  3.4  shall  survive payment of the
                  -------------   ---       ---
Obligations  and  termination  of  this  Agreement.


ARTICLE  IV:    CONDITIONS  PRECEDENT
-------------------------------------

     4.1    Initial  Advances and Letters of Credit.  The Lenders shall not be
            ---------------------------------------
required  to  make the initial Loans or issue any Letters of Credit unless (i)
such initial Loans are made not later than May 29, 1998 and (ii) the Company's
Subsidiaries  shall  be capitalized (with contributions to capital, or, in the
Company's  discretion,  loans)  as  described  in  the Consolidating Financial
Forecasts  for Subsidiaries dated February 25, 1998 and delivered to the Agent
on  February  26,  1998  and  (iii) the Borrowers and Subsidiary Obligors have
furnished  to  the  Agent,  with sufficient copies for the Lenders, all of the
documents  reflected on the List of Closing Documents attached as Exhibit E to
                                                                  ---------
this  Agreement; it being understood and agreed that the Agent will notify the
Company  in  writing  promptly  when all of the conditions precedent have been
satisfied,  provided,  that it is further understood and agreed that if all of
            --------
the  conditions precedent described in clauses (i), (ii) and (iii) above shall
                                       -----------  ----     -----
not  have  been  satisfied on or before May 29, 1998, the Aggregate Commitment
hereunder  shall be terminated as of such date (unless otherwise agreed by the
Company and all of the Lenders) and all fees otherwise payable hereunder shall
cease  to  accrue.

     4.2   Each Advance and Letter of Credit.  Except as expressly provided in
           ---------------------------------
Sections  2.17  with  respect  to the purchase of participations in Letters of
--------------
Credit,  the Lenders shall not be required to make any Advance and the Issuing
---
Lender  shall  not  be  required  to issue any Letter of Credit, unless on the
applicable  Borrowing  Date, or in the case of a Letter of Credit, the date on
which  the  Letter  of  Credit  is  to  be  issued:

     (i)    The  "Revolving  Credit  Obligations"  owed  by  any  Borrower  or
Subsidiary  Obligor  under  and  as  defined in the Long Term Credit Agreement
shall be equal to the amounts set forth in either of (A) the second proviso of
the first sentence of Section 2.1 of the Long Term Credit Agreement or (B) the
first  proviso  of  the first sentence of Section 2.16 of the Long Term Credit
Agreement,  as  applicable, or, with respect to Advances and Letters of Credit
denominated in Korean Won, the Dollar Amount of "Revolving Credit Obligations"
denominated  in  Korean  Won  under  and  as  defined  in the Long Term Credit
Agreement is equal to the "Maximum Korean Won Commitment" under and as defined
in  the  Long  Term  Credit  Agreement;

     (ii)    There  exists  no  Default  or  Unmatured  Default;  and

     (iii)  The representations and warranties contained in Article V are true
                                                            ---------
and  correct  in  all  material respects as of such Borrowing Date, except for
representations  and  warranties  made with reference to a specific date which
representations  and  warranties  shall  be  true  and correct in all material
respects  as  of  such  date.

     Each Borrowing Notice with respect to each such Advance and the letter of
credit  application  with  respect  to  a  Letter of Credit shall constitute a
representation  and  warranty by the Borrower requesting such Advance that the
conditions  contained  in  Sections  4.2(i),  (ii)  and  (iii)  will have been
                           ----------------   ----       -----
satisfied  as  of  the  date of such Advance or the issuance of such Letter of
Credit.    Any  Lender  may  require a duly completed officer's certificate in
substantially  the form of Exhibit F hereto and/or a duly completed compliance
                           ---------
certificate  in  substantially  the form of Exhibit C hereto as a condition to
                                            ---------
making  an  Advance.

ARTICLE  V:    REPRESENTATIONS  AND  WARRANTIES
-----------------------------------------------

      In  order  to  induce  the  Agent  and  the  Lenders  to enter into this
Agreement  and to make the Loans and the other financial accommodations to the
Borrowers  and  in  order to induce the Issuing Lender to issue the Letters of
Credit  for  the account of the Borrowers and Subsidiary Obligors, each of the
Borrowers  and  the  Subsidiary Obligors represents and warrants as follows to
each  Lender and each Agent as of the date of this Agreement and thereafter on
each  date  as  required  by  Section  4.2:
                              ------------

     5.1  Organization; Powers.  Each of the Borrowers and Subsidiary Obligors
          --------------------
(i)  is  a  duly  organized  corporation validly existing and in good standing
under the laws of the jurisdiction of its organization, (ii) is duly qualified
to  do  business  as  a foreign company or corporation and is in good standing
under the laws of each jurisdiction in which failure to be so qualified and in
good  standing  could  have  a  Material  Adverse  Effect,  and  (iii) has all
requisite power and authority to own, operate and encumber its property and to
conduct its business as presently conducted and as proposed to be conducted in
connection  with  and  following  the  consummation  of  the  transactions
contemplated  by  this  Agreement.

     5.2    Authority.
            ---------

     (A)    Each  of the Borrowers and each of the Subsidiary Obligors has the
requisite  power and authority (i) to execute, deliver and perform each of the
Loan  Documents  which  have been executed by it as required by this Agreement
and  (ii)  to  file  the  Loan  Documents  which  must be filed by it with any
Governmental  Authority.

     (B)  The execution, delivery, performance and filing, as the case may be,
of  each  of  the Loan Documents which must be executed or filed by any of the
Borrowers  or  any  Subsidiary  Obligor  which  have been executed or filed as
required by this Agreement and to which any of the Borrowers or any Subsidiary
Obligor  is  party,  and  the  consummation  of  the transactions contemplated
thereby,  have  been duly approved, to the extent required,  by the respective
boards of managers or directors, as applicable, and, if necessary, the members
or  shareholders or workers' councils of the applicable Borrower or Subsidiary
Obligor,  as applicable, and such approvals have not been rescinded.  No other
action or proceedings on the part of any Borrower or any Subsidiary Obligor or
other  Person  are  necessary  to  consummate  such  transactions.

     (C)    Each  of  the  Loan Documents to which any of the Borrowers or any
Subsidiary  Obligor  is a party has been duly executed, delivered or filed, as
the  case  may  be,  by  it  and  constitutes  its  legal,  valid  and binding
obligation,  enforceable  against  it  in accordance with its terms (except as
enforceability  may  be  limited  by  bankruptcy,  insolvency, or similar laws
affecting  the  enforcement  of creditors' rights generally), is in full force
and  effect  and  no  material  term  or  condition  thereof has been amended,
modified  or  waived  from  the  terms  and  conditions  contained in the Loan
Documents  delivered  to  the  Agent pursuant to Section 4.1 without the prior
                                                 -----------
written  consent  of  the  Required Lenders, and each of the Borrowers or each
Subsidiary  Obligor  has,  and,  to  the best of such Borrower's or Subsidiary
Obligor's  Knowledge,  all  other  parties thereto have performed and complied
with  all  the  terms, provisions, agreements and conditions set forth therein
and  required  to  be  performed  or  complied  with  by  such parties, and no
unmatured  default, default or breach of any covenant by any such party exists
thereunder.

     5.3    No  Conflict;  Governmental Consents.  The execution, delivery and
            ------------------------------------
performance of each of the Loan Documents to which any of the Borrowers or any
Subsidiary  Obligor  is  a  party  do  not  and will not (i) conflict with the
documents  of  organization  or  governance  of  such  Borrower  or Subsidiary
Obligor, (ii) constitute tortious interference with any Contractual Obligation
of  any  Person or conflict with, result in a breach of or constitute (with or
without  notice  or  lapse of time or both) a default under any Requirement of
Law  (including,  without limitation, any Environmental Property Transfer Act)
or  Contractual  Obligation  of  any  Borrower  or  any Subsidiary Obligor, or
require  termination  of any Contractual Obligation, except such interference,
breach,  default  or  termination which individually or in the aggregate would
not reasonably be expected to have a Material Adverse Effect or to subject the
Agent,  the  Arranger,  any  of  the  Lenders  or  any  Issuing  Lender to any
liability,  (iii) with respect to the Loan Documents, result in or require the
creation  or  imposition  of  any  Lien whatsoever upon any of the property or
assets  of  any Borrower or any Subsidiary Obligor, other than Liens permitted
by  the  Loan Documents, or (iv) require any approval of the Borrower's or any
Subsidiary  Obligor's members, shareholders, workers' council or other similar
constituent  group except such as have been obtained.  The execution, delivery
and  performance  of  each  of the Loan Documents to which any Borrower or any
Subsidiary  Obligor  is  a  party do not and will not require any registration
with, consent or approval of, or notice to, or other action to, with or by any
Governmental  Authority,  including  under any Environmental Property Transfer
Act,  except  (i) filings, consents or notices which have been or, in the case
of any of the foregoing, not required prior to the Closing Date, will be made,
obtained or given, and (ii) filings, registrations and deliveries necessary to
create  or  perfect  security  interests  in  the  Collateral.

     5.4    Financial  Statements.    The  historical and forecasted financial
            ---------------------
statements,  including,  without  limitation,  the  Consolidating  Financial
Forecasts  for Subsidiaries dated February 25, 1998 and delivered to the Agent
on  February  26, 1998 (the "Statements") of the Company and its Subsidiaries,
copies  of  which  are  attached  hereto as Exhibit G, (i) with respect to the
                                            ---------
historical Statements, (a) were prepared in accordance with generally accepted
accounting  principles  consistently  applied  throughout  the  period covered
thereby,  except as otherwise expressly noted therein, (b) fairly present on a
pro  forma  basis  the  consolidated financial position of the Company and its
Subsidiaries as of the date thereof and consolidated results of operations for
the  period  covered thereby; and (c) show all material indebtedness and other
liabilities,  direct  or  contingent,  of  the  Company  and  its consolidated
Subsidiaries as of the date thereof, including liabilities for taxes, material
commitments  and material Contingent Obligations; and (ii) with respect to the
forecasted  Statements, the projections and assumptions expressed therein were
prepared  in  good  faith  and  represent  management's  opinion  based on the
information  available  to  the  Company  at  the  time  so  furnished.

     5.5    No Material Adverse Change.  (a) Since November 30, 1997 up to the
            --------------------------
Closing  Date, except as disclosed in the Company's Form 10 filed on March 19,
1998  with  the  Commission (a copy of which has been delivered to the Agent),
there has occurred no change in the business, properties, condition (financial
or  otherwise),  results  of  operations  or  prospects of the Company and its
Subsidiaries  taken  as  a  whole  or  any  other  event  which  has had or is
reasonably  likely  to  have  a  Material  Adverse  Effect.

     (b)    Since  the  Closing  Date,  there  has  occurred  no change in the
business,  properties,  condition  (financial  or  otherwise),  results  of
operations  or  prospects of the Company and its Subsidiaries taken as a whole
or  any  other  event which has had or is reasonably likely to have a Material
Adverse  Effect.

     5.6    Taxes.
            -----

     (A)  Tax Examinations.  All deficiencies which have been asserted against
          ----------------
the  Company  or any of the Company's Subsidiaries as a result of any federal,
state,  local  or  foreign tax examination for each taxable year in respect of
which  an  examination  has  been  conducted  have  been fully paid or finally
settled  or  are  being contested in good faith, and as of the Closing Date no
issue  has  been raised by any taxing authority in any such examination which,
by  application of similar principles, reasonably can be expected to result in
assertion by such taxing authority of a material deficiency for any other year
not  so examined which has not been reserved for in the Company's consolidated
financial  statements  to the extent, if any, required by Agreement Accounting
Principles.    Except  as  permitted  pursuant to Section 6.2(D) and except as
                                                  --------------
reserved for in the Company's consolidated financial statements to the extent,
if  any,  required by Agreement Accounting Principles, neither the Company nor
any  of the Company's Subsidiaries anticipates any material tax liability with
respect  to  the  years which have not been closed pursuant to applicable law.

     (B)    Payment  of  Taxes.    All  tax returns and reports of each of the
            ------------------
Company  and its Subsidiaries required to be filed have been timely filed, and
all taxes, assessments, fees and other governmental charges thereupon and upon
their  respective  property,  assets, income and franchises which are shown in
such  returns  or  reports  to  be due and payable have been paid except those
items  which  are  being contested in good faith and have been reserved for in
accordance with Agreement Accounting Principles.  The Company has no Knowledge
of  any  proposed  tax assessment against the Company, or any of the Company's
other  Subsidiaries  that will have or is reasonably likely to have a Material
Adverse  Effect.

     5.7  Litigation; Loss Contingencies and Violations.  Except for Permitted
          ---------------------------------------------
Existing  Contingent  Obligations  and  as  set  forth in Schedule 5.7 to this
                                                          ------------
Agreement,  there is no action, suit, proceeding or investigation of which the
Company  has  Knowledge or arbitration before or by any Governmental Authority
or  private  arbitrator  pending or, to the Knowledge of the Company or any of
its Subsidiaries, threatened against the Company or any of its Subsidiaries or
any property of any of them (i) challenging the validity or the enforceability
of  any material provision of the Loan Documents or (ii) which will have or is
reasonably  likely  to  have  a Material Adverse Effect.  There is no material
loss  contingency  within the meaning of Agreement Accounting Principles which
has not been reflected in the consolidated financial statements of the Company
prepared and delivered pursuant to Section 6.1(A) for the fiscal period during
                                   --------------
which  such  material  loss contingency was incurred.  Neither the Company nor
any  of its Subsidiaries is (A) in violation of any applicable Requirements of
Law  which  violation  will  have  or  is reasonably likely to have a Material
Adverse  Effect,  or  (B)  subject  to or in default with respect to any final
judgment,  writ, injunction, restraining order or order of any nature, decree,
rule  or  regulation of any court or Governmental Authority which will have or
is  reasonably  likely  to  have  a  Material  Adverse  Effect.

     5.8    Subsidiaries;  Capital  Stock.  Schedule 5.8 to this Agreement (i)
            -----------------------------   ------------
contains  a  description  as of the Closing Date of the corporate structure of
the  Company,  the  Company's  Subsidiaries  and any other Person in which the
Company  or  any  of  its  Subsidiaries  holds  an  equity  interest; and (ii)
accurately  sets  forth  (A)  the  correct  legal  name,  the  jurisdiction of
organization or incorporation and the jurisdictions in which each Borrower and
the  direct  and indirect Subsidiaries of the Company is qualified to transact
business  as  a foreign company or corporation, (B) the authorized, issued and
outstanding  shares  of each class of Capital Stock of each entity referred to
above  that  is  a  corporation  and the owners of such shares (both as of the
Closing  Date  and  on a fully-diluted basis), and (C) a summary of the direct
and  indirect  ownership,  membership,  partnership,  joint  venture, or other
equity interests, if any, of the Company and each Subsidiary of the Company in
any  Person  that  is not a corporation.  Except as disclosed on Schedule 5.8,
                                                                 ------------
none  of the issued and outstanding Capital Stock of the Company or any of its
Subsidiaries  is  subject to any vesting, redemption, or repurchase agreement,
and  there are no warrants or options outstanding with respect to such Capital
Stock.    As of the Closing Date, the outstanding Capital Stock of the Company
and  each  of  its Subsidiaries will be duly authorized, validly issued, fully
paid  and  nonassessable  and,  with the exception of the Company, will not be
Margin  Stock.

     5.9    ERISA.    No  Benefit  Plan  has  incurred any accumulated funding
            -----
deficiency  (as defined in Sections 302(a)(2) of ERISA and 412(a) of the Code)
whether  or  not waived.  Neither the Company nor any member of the Controlled
Group  has  incurred any liability to the PBGC which remains outstanding other
than  the  payment  of  premiums, and there are no premium payments which have
become  due  which  are  unpaid.   Schedule B to the most recent annual report
filed  with  the  IRS  with  respect to each Benefit Plan and furnished to the
lenders  is  complete  and  accurate.  Since the date of each such Schedule B,
there  has  been no material adverse change in the funding status or financial
condition  of  the  Benefit  Plan  relating  to  such Schedule B.  Neither the
Company  nor  any  member  of  the  Controlled  Group has (i) failed to make a
required  contribution  or  payment  to  a  Multiemployer  Plan or (ii) made a
complete  or  partial  withdrawal  under Sections 4203 or 4205 of ERISA from a
Multiemployer  Plan.    Neither  the  Company nor any member of the Controlled
Group  has failed to make a required installment or any other required payment
under  Section  412 of the Code on or before the due date for such installment
or  other payment.  Neither the Company nor any member of the Controlled Group
is  required to provide security to a Benefit Plan under Section 401(a)(29) of
the  Code  due  to  a  Plan  amendment  that results in an increase in current
liability  for the plan year.  Neither the Company nor any of its Subsidiaries
maintains  or  contributes  to  any  employee  welfare benefit plan within the
meaning  of  Section  3(1) of ERISA which provides benefits to employees after
termination  of  employment  other  than  as required by Section 601 of ERISA.
Each  Plan  which is intended to be qualified under Section 401(a) of the Code
as  currently  in  effect  is so qualified, and each trust related to any such
Plan  is  exempt  from  federal income tax under Section 501(a) of the Code as
currently  in  effect.   The Company and all Subsidiaries are in compliance in
all  material  respects  with  the  responsibilities,  obligations  and duties
imposed  on  them  by ERISA and the Code with respect to all Plans (other than
Foreign  Employee  Benefit  Plans  and  Foreign  Pension  Plans).  Neither the
Company  nor any of its Subsidiaries nor any fiduciary of any Plan has engaged
in  a  nonexempt  prohibited transaction described in Sections 406 of ERISA or
4975  of the Code which could reasonably be expected to subject the Company to
liability  individually  or in the aggregate in excess of $2,500,000.  Neither
the Company nor any member of the Controlled Group has taken or failed to take
any  action  which  would  constitute  or result in a Termination Event, which
action or inaction could reasonably be expected to subject the Company nor any
of its Subsidiaries to liability in excess of $2,500,000.  Neither the Company
nor  any  Subsidiary  is  subject  to any liability under Sections 4063, 4064,
4069,  4204 or 4212(c) of ERISA and no other member of the Controlled Group is
subject  to  any liability under Sections 4063, 4064, 4069, 4204 or 4212(c) of
ERISA  which  could reasonably be expected to subject the Company to or any of
its  Subsidiaries  liability  individually  or  in  the aggregate in excess of
$2,500,000.  Neither the Company nor any of its Subsidiaries has, by reason of
the  transactions  contemplated  hereby, any obligation to make any payment to
any  employee  pursuant  to  any  Plan  or  existing  contract or arrangement.

     5.10    Accuracy of Information.  Each of (i) the Company's Form 10 filed
             -----------------------
on  March  19, 1998 with the Commission (a copy of which has been delivered to
the  Agent),  as of the date of filing of such Form 10,  (ii) any registration
statement  or  report  on Form 10-K, 10-Q and 8-K (or their equivalents) which
the  Company  shall have filed with the Commission as at the time of filing of
such  registration  or  report,  as applicable, and (iii) all written reports,
certificates  and  documents  of  the Company furnished by or on behalf of the
Company  and  any  of  its  Subsidiaries  to  the  Agent  or  to any Lender in
connection  with  the  negotiation of, or compliance with, the Loan Documents,
including,  without  limitation,  the  Confidential  Information  Memorandum
reviewed  by the Company (provided that except as set forth in Section 5.4, no
                                                               -----------
representation  or  warranty  is  made  with  respect  to  the forward looking
information contained therein), in each case, as of the date furnished, do not
contain  any  untrue  statement of a material fact or omit to state a material
fact necessary in order to make the statements contained herein or therein, in
light  of  the  circumstances  under  which  they  were  made, not misleading.

     5.11    Securities  Activities.    Neither  the  Company  nor  any of its
             ----------------------
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing  or  carrying  Margin  Stock.

     5.12    Material Agreements.  Neither the Company nor any Subsidiary is a
             -------------------
party  to  any  agreement  or  instrument  or  subject to any charter or other
contractual  or  corporate restriction which will have or is reasonably likely
to  have  a  Material  Adverse  Effect.    Neither  the Company nor any of its
Subsidiaries has received notice or has Knowledge that (i) it is in default in
the  performance,  observance  or  fulfillment  of  any  of  the  obligations,
covenants  or conditions contained in any Contractual Obligation applicable to
it, or (ii) any condition exists which, with the giving of notice or the lapse
of  time  or  both,  would  constitute  a  default  with  respect  to any such
Contractual  Obligation,  in each case, except where such default or defaults,
if  any, will not have or are not reasonably likely to have a Material Adverse
Effect.

     5.13    Compliance  with  Laws.   The Company and its Subsidiaries are in
             ----------------------
compliance  with  all  Requirements  of  Law  applicable  to  them  and  their
respective  businesses,  in  each  case  where  the  failure  to  so  comply
individually  or  in the aggregate will have or is reasonably likely to have a
Material  Adverse  Effect.

     5.14    Assets  and Properties.  The Company and each of its Subsidiaries
             ----------------------
has  good  and  marketable title to all of its assets and properties (tangible
and intangible, real or personal) owned by it or a valid leasehold interest in
all  of  its  leased assets (except insofar as marketability may be limited by
any  laws or regulations of any Governmental Authority affecting such assets),
and all such assets and property are free and clear of all Liens, except Liens
securing  the  Obligations  and  Liens  permitted  under  Section  6.3(C).
                                                          ---------------
Substantially  all of the assets and properties owned by, leased to or used by
the  Company  and/or  each  such  Subsidiary  of  the  Company are in adequate
operating  condition  and repair, ordinary wear and tear excepted.  Except for
Liens  granted  to  the  Agent for the benefit of the Agent and the Holders of
Secured  Obligations,  neither this Agreement nor any other Loan Document, nor
any  transaction contemplated under any such agreement, will affect any right,
title  or  interest  of  the  Company or such Subsidiary in and to any of such
assets  in  a manner that will have or is reasonably likely to have a Material
Adverse  Effect.

     5.15   Statutory Indebtedness Restrictions.  Neither the Company, nor any
            -----------------------------------
of  its Subsidiaries is subject to regulation under the Public Utility Holding
Company  Act  of  1935, the Federal Power Act, the Interstate Commerce Act, or
the  Investment  Company  Act  of  1940, or any other federal, state, local or
foreign  statute  or  regulation  which  limits  its ability to consummate the
transactions  contemplated  hereby.

     5.16   Post-Retirement Benefits.  As of the Closing Date, the Company and
            ------------------------
its  Subsidiaries  have  no  expected  cost  of  post-retirement  medical  and
insurance benefits payable by the Company or its Subsidiaries to its employees
and former employees, as estimated by the Company in accordance with Financial
Accounting  Standards  Board  Statement  No.  106.

     5.17    Insurance.  Schedule 5.17 to this Agreement accurately sets forth
             ---------   -------------
as of the Closing Date all insurance policies and programs currently in effect
with  respect  to  the  respective  properties  and assets and business of the
Company and its Subsidiaries, specifying for each such policy and program, (i)
the  amount thereof, (ii) the risks insured against thereby, (iii) the name of
the  insurer  and  each  insured  party  thereunder,  (iv) the policy or other
identification  number  thereof,  (v)  the  expiration  date thereof, (vi) the
annual premium with respect thereto and (vii) describes any reserves, relating
to  any self-insurance program that is in effect.  Such insurance policies and
programs  reflect coverage that is reasonably consistent with prudent industry
practice.

     5.18    Contingent Obligations.  Except for Permitted Existing Contingent
             ----------------------
Obligations,  neither  the  Company  nor  any  of  its  Subsidiaries  has  any
Contingent  Obligation,  contingent  liability,  long-term lease, or synthetic
lease,  not reflected in the financial statements attached hereto as Exhibit G
                                                                     ---------
or  otherwise disclosed to the Agent and the Lenders in the other Schedules to
this  Agreement, which could reasonably be expected to subject the Company nor
any  of  its  Subsidiaries  to  liability  individually or in the aggregate in
excess  of  (a)  $2,500,000  with  respect to payments for Contingent Purchase
Price  Obligations,  (b) $30,000,000 with respect to guarantees issued for the
benefit  of  third-parties  as  support  for  loans  and advances made by such
third-parties  to Subsidiaries (other than Subsidiary Borrowers and Subsidiary
Obligors)  of  the  Company  or  (c)  $2,500,000  for  other  amounts.

     5.19    Restricted  Junior  Payments.  Neither the Company nor any of its
             ----------------------------
Subsidiaries has directly or indirectly declared, ordered, paid or made or set
apart  any sum or properties for any Restricted Junior Payment or agreed to do
so,  except  to  the  extent  permitted  pursuant  to  Section  6.3(F) of this
                                                       ---------------
Agreement.

     5.20    Labor  Matters.
             --------------

     (A)    There  are  on  the Closing Date no material collective bargaining
agreements,  other labor agreements or Multiemployer Plans covering any of the
employees  of the Company or any of its Subsidiaries.  As of the Closing Date,
no  material  labor  disputes, strikes or walkouts affecting the operations of
the  Company  or  any  of  its  Subsidiaries, is pending, or, to the Company's
Knowledge,  threatened,  planned  or  contemplated.

     (B)    Set  forth in Schedule 5.20 to this Agreement is a list, as of the
                          -------------
Closing  Date,  of  all material consulting agreements, executive compensation
plans,  deferred compensation agreements, employee pension plans or retirement
plans, employee profit sharing plans, employee stock purchase and stock option
plans,  severance  plans,  group  life insurance, hospitalization insurance or
other  plans or arrangements of the Company and its Subsidiaries providing for
benefits  for  employees  of  the  Company  or  its  Subsidiaries.

     5.21   Environmental Matters.  (a)  Except as disclosed on Schedule 5.21:
            ---------------------                               -------------

     (i)    the  operations  of the Company and its Subsidiaries comply in all
material  respects  with  all  applicable  Environmental,  Health  or  Safety
Requirements  of  Law;

     (ii)    the  Company  and  its  Subsidiaries  have  all material permits,
licenses  or other authorizations required under all applicable Environmental,
Health  or Safety Requirements of Law and are in material compliance with such
permits;

     (iii)    neither  the  Company,  any of its Subsidiaries nor any of their
respective  present  property or operations, or, to the best of, the Company's
or  any  of its Subsidiaries' Knowledge, any of their respective past property
or  operations,  are subject to or are the subject of, any investigation known
to  the  Company  or  any  of its Subsidiaries, any judicial or administrative
proceeding, order, judgment, decree, settlement or other agreement respecting:
(A)  any material violation of Environmental, Health or Safety Requirements of
Law;  (B)  any  material  remedial  action;  or  (C)  any  material  claims or
liabilities  arising  from  the Release or threatened Release of a Contaminant
into  the  environment;

     (iv)    there  is not now, nor to the best of the Company's or any of its
Subsidiaries'  Knowledge  has  there  ever  been  on or in the property of the
Company  or  any  of  its  Subsidiaries  any  material  landfill,  waste pile,
underground  storage  tanks, aboveground storage tanks, surface impoundment or
hazardous waste storage facility of any kind, polychlorinated biphenyls (PCBs)
used  in  hydraulic  oils,  electric  transformers  or  other  equipment,  or
asbestos-containing  material;  and

     (v)    neither  the  Company nor any of its Subsidiaries has any material
Contingent  Obligation or material contingent liability in connection with any
Release  or  threatened  Release  of  a  Contaminant  into  the  environment.

     (b)  For purposes of this Section 5.21 "material" means any noncompliance
                               ------------
or basis for liability which could reasonably be likely to subject the Company
to  liability  individually  in  excess  of  $2,500,000 or in the aggregate in
excess  of  $5,000,000.

     5.22    Foreign  Employee  Benefit  Matters.    (a) Each Foreign Employee
             -----------------------------------
Benefit  Plan  is in compliance in all respects with all laws, regulations and
rules  applicable  thereto  and  the  respective requirements of the governing
documents  for  such  Plan,  except for any non-compliance the consequences of
which,  in  the  aggregate,  would  not result in a material obligation to pay
money;  (b)  the  aggregate  of  the accumulated benefit obligations under all
Foreign  Pension Plans does not exceed to any material extent the current fair
market  value of the assets held in the trusts or similar funding vehicles for
such  Plans  or  reasonable  reserves have been established in accordance with
prudent  business  practices or as required by Agreement Accounting Principles
with  respect  to  any  shortfall;  (c)  with  respect to any Foreign Employee
Benefit  Plan maintained or contributed to by the Company or any Subsidiary or
any  member  of  its  Controlled  Group  (other  than a Foreign Pension Plan),
reasonable  reserves have been established in accordance with prudent business
practice  or  where  required  by  ordinary  accounting  practices  in  the
jurisdiction  in  which such Plan is maintained; and (d) there are no actions,
suits  or  claims  (other than routine claims for benefits) pending or, to the
Knowledge  of the Company and its Subsidiaries, threatened against the Company
or  any  Subsidiary  of  it or any ERISA Affiliate with respect to any Foreign
Employee  Benefit Plan, except to the extent the consequences of which, in the
aggregate,  would  not  result  in  a  material  obligation  to  pay  money.


ARTICLE  VI:    COVENANTS
-------------------------

     Each  of  the  Borrowers  covenants  and  agrees  that  so  long  as  any
Commitments are outstanding and thereafter until payment in full of all of the
Obligations  (other  than contingent indemnity and reimbursement obligations),
unless  the  Required  Lenders  shall  otherwise  give  prior written consent:

     6.1    Reporting.    The  Borrowers  shall:
            ---------

     (A)    Financial  Reporting.  Furnish  to  the Agent (which will promptly
            --------------------
furnish  copies  of  the  following  to  the  Lenders):

     (i)   Quarterly Reports.  As soon as practicable, and in any event within
           -----------------
forty-five  (45) days after the end of the first three fiscal quarters in each
fiscal  year  beginning  with the fiscal quarter ending February 28, 1998, the
consolidated  and  consolidating  balance  sheets  of  the  Company  and  its
Subsidiaries  as  at  the  end  of  such  period, the related consolidated and
consolidating  statements  of income and the related consolidated statement of
stockholders'  equity  and  cash  flow of the Company and its Subsidiaries for
such  fiscal quarter and for the period from the beginning of the then current
fiscal  year  to  the  end  of  such  fiscal  quarter,  certified by the chief
financial officer of the Company on behalf of the Company as fairly presenting
in  all  material  respects the consolidated and, as applicable, consolidating
financial  position  of  the  Company  and  its  Subsidiaries  as at the dates
indicated  and  the  results of their operations and cash flow for the periods
indicated  in  accordance  with  Agreement  Accounting  Principles, subject to
normal  year  end  adjustments.

     (ii)    Annual  Reports.  As soon as practicable, and in any event within
             ---------------
ninety  (90)  days after the end of each fiscal year, (a) the consolidated and
consolidating  balance sheet of the Company and its Subsidiaries as at the end
of  such fiscal year and the related consolidated and consolidating statements
of  income  and the related consolidated statement of stockholders' equity and
cash  flow  of  the Company and its Subsidiaries for such fiscal year, and, in
comparative form the corresponding figures for the previous fiscal year, (b) a
schedule  from  the  Company setting forth for each item in clause (a) hereof,
                                                            ----------
the  corresponding  figures  from  the  consoli-dated financial budget for the
current fiscal year delivered pursuant to Section 6.1(A)(iv), and (c) an audit
                                          ------------------
report on the items (other than the consolidating financial statements) listed
in clause (a) hereof of independent certified public accountants of recognized
   ----------
national  standing,  which  audit  report shall be unqualified and shall state
that  such  financial  statements  fairly present in all material respects the
consolidated  financial position of the Company and its Subsidiaries as at the
dates  indicated  and  the  results  of their operations and cash flow for the
periods  indicated in conformity with Agreement Accounting Principles and that
the  examination  by  such  accountants  in  connection with such consolidated
financial  statements  has  been  made  in  accordance with generally accepted
auditing standards.  The deliveries made pursuant to this clause (ii) shall be
                                                          -----------
accompanied  by a certificate of such accountants that, in the course of their
examination  necessary  for  their  certification  of  the  foregoing  (such
examination  utilizing  only  their  customary  audit  procedures  without any
necessity  of  conducting extra procedures for purposes of this certificates),
they  have  obtained  no  knowledge of such Default or Unmatured Default under
Section  6.4,  or  if,  in  the  opinion  of  such accountants, any Default or
   ---------
Unmatured  Default  shall  exist, stating the nature and status thereof.  Such
   ----
deliveries shall also, not later than one hundred twenty days after the end of
such  fiscal year, be accompanied by the management recommendation letter from
such  accountants  delivered  in connection with such financial statements (x)
confirming that although no separate internal controls audit was conducted, in
the  process  of  their  regular audit, the internal systems and controls were
reviewed  on  a limited basis, and (y) listing any recommendations made to the
Company  with  respect  to its internal systems and controls.  If the Required
Lenders  are  not  satisfied  with  the  management  recommendation  letter's
treatment  of the Company's internal systems and controls, they shall have the
right  to  require  the  Company  to  direct  independent  certified  public
accountants  of recognized national standing to prepare an audit report on the
internal  systems  and  controls  of  the  Company  and  its  Subsidiaries.

     (iii)    Officer's  Certificate.    Together  with  each  delivery of any
              ----------------------
financial  statement  pursuant to clauses (i) and (ii) of this Section 6.1(A),
                                  -----------     ----         --------------
(a)  an  Officer's  Certificate  of  the Company, substantially in the form of
Exhibit  F  attached hereto and made a part hereof, stating that no Default or
    ------
Unmatured  Default  exists,  or  if  any  Default or Unmatured Default exists,
stating  the  nature  and  status  thereof  and  (b) a Compliance Certificate,
substantially in the form of Exhibit C attached hereto and made a part hereof,
                             ---------
signed  by  the Company's chief financial officer, setting forth the Company's
calculations  for  the  period  then  ended for Section 2.2(B) and for Section
                                                --------------         -------
2.4(b)  and which demonstrate compliance, when applicable, with the provisions
    --
of Section 6.4, and which calculate the EBITDA Contribution Ratio for purposes
   -----------
of  determining  the  Applicable  Eurodollar Margins, the Applicable Base Rate
Margins, the Applicable Letter of Credit Fee, and the Applicable Facility Fee.

     (iv)    Budgets.   As soon as practicable and in any event not later than
             -------
thirty  (30)  days  following the beginning of each fiscal year beginning with
the fiscal year beginning September 1, 1998, a copy of the budget (including a
budgeted  balance  sheet and income statement) of the Company for the upcoming
fiscal year prepared in such detail as shall be reasonably satisfactory to the
Agent.

     (B)    Notice  of  Default.    Promptly  upon  any of the chief executive
            -------------------
officer,  chief  operating  officer, or chief financial officer of the Company
obtaining  Knowledge (i) of any condition or event which constitutes a Default
or Unmatured Default, or becoming aware that any Lender or Agent has given any
written  notice  with  respect to a claimed Default or Unmatured Default under
this  Agreement,  or  (ii) that any Person has given any written notice to the
Company  or  any  Subsidiary  of  the  Company  or taken any other action with
respect  to a claimed default or event or condition of the type referred to in
Section  7.1(e), deliver to the Agent and the Lenders an Officer's Certificate
---------------
specifying (a) the nature and period of existence of any such claimed default,
Default, Unmatured Default, condition or event, (b) the notice given or action
taken  by such Person in connection therewith, and (c) what action the Company
has  taken,  is  taking  and  proposes  to  take  with  respect  thereto.

     (C)  Lawsuits.  (i)  Promptly upon the Company obtaining Knowledge of the
          --------
institution  of,  or  written  threat  of,  any  action,  suit,  proceeding,
governmental  investigation or arbitration against or affecting the Company or
any  of  its  Subsidiaries  or  any  property  of  the  Company  or any of its
Subsidiaries  not  previously disclosed pursuant to Section 5.7, which action,
                                                    -----------
suit, proceeding, governmental investigation or arbitration exposes, or in the
case  of  multiple actions, suits, proceedings, governmental investigations or
arbitrations  arising  out  of  the  same general allegations or circumstances
which  expose, in the Company's reasonable judgment, the Company or any of its
Subsidiaries  to  liability  in an amount aggregating $2,500,000 or more, give
written  notice  thereof  to  the Agent and the Lenders and provide such other
information as may be reasonably available to enable each Lender and the Agent
and  its  counsel  to  evaluate  such  matters;  and  (ii)  in addition to the
requirements  set  forth in clause (i) of this Section 6.1(C), upon request of
                            ----------         --------------
the  Agent or the Required Lenders, promptly give written notice of the status
of  any  action,  suit,  proceeding, governmental investigation or arbitration
disclosed  on Schedule 5.7 or covered by a report delivered pursuant to clause
              ------------                                              ------
(i) above and provide such other information as may be reasonably available to
---
it  that  would  not  result  in  loss  of  any  attorney-client  privilege by
disclosure  to the Lenders to enable each Lender and the Agent and its counsel
to  evaluate  such  matters.

     (D)    Insurance.    As  soon  as practicable and in any event within one
            ---------
hundred  twenty  (120) days of the end of each fiscal year commencing with the
fiscal  year ending August 31, 1998 deliver to the Agent and the Lenders (i) a
report in form as attached as Schedule 5.17 or otherwise in form and substance
                              -------------
reasonably satisfactory to the Agent outlining all material insurance coverage
maintained  as  of the date of such report by the Company and its Subsidiaries
and  the  duration  of  such coverage and (ii) an insurance broker's statement
that  all  premiums  with  respect  to  such coverage have been paid when due.

     (E)    ERISA  Notices.  Deliver or cause to be delivered to the Agent and
            --------------
the  Lenders,  at the Company's expense, the following information and notices
as  soon  as  reasonably  possible,  and  in  any  event:

     (i)    (a)  within  ten  (10)  Business  Days  after  the Company obtains
Knowledge  that  a  Termination  Event  has occurred which could reasonably be
expected  to  subject  the  Company  to  or  any of its Subsidiaries liability
individually  or in the aggregate in excess of $2,500,000, a written statement
of  the  chief  financial  officer  of the Company describing such Termination
Event  and  the  action,  if  any,  which  the Company has taken, is taking or
proposes  to  take  with  respect thereto, and when known, any action taken or
threatened  by  the  IRS,  DOL or PBGC with respect thereto and (b) within ten
(10)  Business Days after any member of the Controlled Group obtains Knowledge
that  a  Termination  Event has occurred which could reasonably be expected to
subject the Company to or any of its Subsidiaries liability individually or in
the  aggregate  in  excess  of  $2,500,000,  a  written statement of the chief
financial  officer  of  the  Company describing such Termination Event and the
action,  if any, which the member of the Controlled Group has taken, is taking
or  proposes to take with respect thereto, and when known, any action taken or
threatened  by  the  IRS,  DOL  or  PBGC  with  respect  thereto;

     (ii)    within  ten  (10)  Business  Days after the Company or any of its
Subsidiaries  obtains  Knowledge  that  a  prohibited  transaction (defined in
Sections  406 of ERISA and Section 4975 of the Code) has occurred, a statement
of  the chief financial officer of the Company describing such transaction and
the  action  which  the  Company  or  such  Subsidiary has taken, is taking or
proposes  to  take  with  respect  thereto;

     (iii)    within ten (10) Business Days after any material increase in the
benefits  of any existing Plan or the establishment of any new Benefit Plan or
the  commencement  of, or obligation to commence, contributions to any Benefit
Plan  or  Multiemployer  Plan  to  which  the  Company  or  any  member of the
Controlled  Group  was  not  previously  contributing,  notification  of  such
increase, establishment, commencement or obligation to commence and the amount
of  such  contributions;

     (iv)    within  ten  (10)  Business  Days after the Company or any of its
Subsidiaries  receives notice of any unfavorable determination letter from the
IRS  regarding  the  qualification of a Plan under Section 401(a) of the Code,
copies  of  each  such  letter;

     (v)    within  thirty  (30)  Business Days after the establishment of any
Foreign  Employee  Benefit  Plan  or  the  commencement  of,  or obligation to
commence,  contributions  to  any  Foreign  Employee Benefit Plan to which the
Company  or any Subsidiary was not previously contributing which, in any case,
would materially increase the Company's employment costs, notification of such
establishment,  commencement  or obligation to commence and the amount of such
contributions;

(vi)    within ten (10) Business Days after the filing thereof with the IRS, a
copy of each funding waiver request filed with respect to any Benefit Plan and
all communications received by the Company or a member of the Controlled Group
with  respect  to  such  request;

     (vii)   within ten (10) Business Days after receipt by the Company or any
member  of the Controlled Group of the PBGC's intention to terminate a Benefit
Plan  or  to  have a trustee appointed to administer a Benefit Plan, copies of
each  such  notice;

     (viii)  within ten (10) Business Days after receipt by the Company or any
member of the Controlled Group of a notice from a Multiemployer Plan regarding
the  imposition  of  withdrawal  liability,  copies  of  each  such  notice;

     (ix)    within  ten (10) Business Days after the Company or any member of
the  Controlled  Group  fails  to  make  a  required  installment or any other
required  payment  under Section 412 of the Internal Revenue Code on or before
the  due date for such installment or payment, a notification of such failure;
and

     (x)  within ten (10) Business Days after the Company or any member of the
Controlled Group knows or has reason to know that (a) a Multiemployer Plan has
been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan
intends  to  terminate a Multiemployer Plan, or (c) the PBGC has instituted or
will  institute  proceedings  under  Section  4042  of  ERISA  to  terminate a
Multiemployer  Plan.

For  purposes of this Section 6.1(E), the Company, any of its Subsidiaries and
                      --------------
any  member of the Controlled Group shall be deemed to know all facts known by
the  Administrator  of  any  Plan  of  which the Borrower or any member of the
Controlled  Group  or  such  Subsidiary  is  the  plan  sponsor.

     (F)    Labor  Matters.    Notify  the  Agent  and the Lenders in writing,
            --------------
promptly  upon  the Company's or any of its Subsidiaries' learning thereof, of
(i)  any  labor  dispute  to  which the Company or any of its Subsidiaries may
become  a party, including, without limitation, any strikes, lockouts or other
disputes  relating  to  such Persons' plants and other facilities and (ii) any
Worker  Adjustment  and  Retraining  Notification  Act liability incurred with
respect to the closing of any plant or other facility of the Company or any of
its  Subsidiaries where, in the case of (i) or (ii), such is reasonably likely
to  have  a  Material  Adverse  Effect.

     (G)  Other Indebtedness.  Deliver to the Agent and the Lenders (i) a copy
          ------------------
of  each regular report, notice or communication regarding potential or actual
defaults (including any accompanying officers' certificate) delivered by or on
behalf  of  the  Company  or  any  of  its  Subsidiaries  to  the  holders  of
Indebtedness  for  money borrowed with respect to Indebtedness the outstanding
principal balance of which is at least $2,500,000 pursuant to the terms of the
agreements  governing  such Indebtedness, such delivery to be made at the same
time  and by the same means as such notice or other communication is delivered
to  such  holders,  and  (ii)  a  copy  of  each notice or other communication
received  by  the  Company  or  any  of  its  Subsidiaries from the holders of
Indebtedness  for  money borrowed with respect to Indebtedness the outstanding
principal  balance  of  which  is at least $2,500,000 pursuant to the terms of
such  Indebtedness,  such  delivery  to  be made promptly after such notice or
other  communication  is received by the Company or the applicable Subsidiary.

     (H)    Other  Reports.  Deliver or cause to be delivered to the Agent and
            --------------
the  Lenders  copies of all 10-Ks, 10-Qs and 8-Ks filed with the Commission by
the  Company.

(I)    Environmental Notices.  Deliver to the Agent and the Lenders as soon as
       ---------------------
possible and in any event within ten (10) days after receipt by the Company or
any  of its Subsidiaries, a copy of (i) any notice or claim to the effect that
the  Company or any of its Subsidiaries is or may be liable to any Person as a
result  of  the  Release by the Company, any of its Subsidiaries, or any other
Person  of  any Contaminant into the environment, and (ii) any notice alleging
any  violation  of  any Environmental, Health or Safety Requirements of Law by
the  Company  or  any  of  its Subsidiaries if, in either case, such notice or
claim  relates  to  an event which could reasonably be expected to subject the
Company  or  any  of  its  Subsidiaries  to  liability  individually or in the
aggregate  in  excess  of  $2,500,000.

     (J)    Other  Information.   Within a reasonable period of time following
            ------------------
receipt of a request therefor from the Agent, prepare and deliver to the Agent
and the Lenders such other information with respect to the Company, any of its
Subsidiaries,  or  the  Collateral,  including,  without limitation, schedules
identifying  and  describing  the  Collateral and any dispositions thereof, as
from  time  to  time  may  be reasonably requested by the Agent or any Lender.

     6.2    Affirmative  Covenants.
            ----------------------

     (A)    Existence,  Etc.    Except  as provided by Section 6.3(B)(iv) with
            ----------------                           ------------------
respect to the sale, dissolution or liquidation of certain Subsidiaries of the
Company,  the  Company  shall, and shall cause each of its Subsidiaries to, at
all  times  maintain  its  existence  and  preserve  and  keep, or cause to be
preserved  and  kept,  in  full  force  and  effect  its rights and franchises
material to its businesses except that any Subsidiary of the Company may merge
with  or  liquidate  into  the Company or any other Subsidiary of the Company;
provided  that the surviving entity expressly assumes any liabilities, if any,
   -----
of  either of such Subsidiaries with respect to the Obligations pursuant to an
assumption  agreement  reasonably  satisfactory to the Agent; provided further
                                                              -------- -------
that  the Consolidated Net Worth of the surviving corporation is not less than
the  Consolidated  Net Worth of the Subsidiary with any liability with respect
to  the Obligations immediately prior to such merger; and provided further, if
                                                          -------- -------
the  corporation  being  merged out of existence or liquidated is a party to a
Pledge  Agreement  the  surviving  entity  shall  execute  and  deliver  such
documents,  instruments,  agreements  and  opinions in connection therewith as
shall  be  required  by the Agent in connection with any such Pledge Agreement
(and  all  accrued  interest  in connection therewith) of such entity shall be
repaid  in  full  as  of  the  date  of  such  liquidation  or  merger.

     (B)    Corporate  Powers;  Conduct  of  Business.   Except as provided by
            -----------------------------------------
Section  6.3(B)(iv)  with  respect  to the sale, dissolution or liquidation of
      -------------
certain  Subsidiaries  of  the Company, the Company (x) shall, and shall cause
each  of  its  Subsidiaries  to qualify and remain qualified to do business in
each  jurisdiction  in  which  the nature of its business requires it to be so
qualified  and where the failure to be so qualified will have or is reasonably
likely  to  have  a  Material Adverse Effect and (y) will, and will cause each
Subsidiary  to,  carry  on  and conduct its business in substantially the same
manner  and  in substantially the same fields of enterprise as it is presently
conducted.

     (C)    Compliance with Laws, Etc.  The Company shall, and shall cause its
            --------------------------
Subsidiaries  to,  (a) comply with all Requirements of Law and all restrictive
covenants  affecting  such  Person  or  the  business,  properties,  assets or
operations  of such Person, and (b) obtain as needed all permits necessary for
its  operations  and  maintain such permits in good standing unless failure to
comply  or  obtain  is  not  reasonably anticipated to have a Material Adverse
Effect.

     (D)    Payment of Taxes and Claims; Tax Consolidation.  The Company shall
            ----------------------------------------------
pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and
other  governmental  charges  imposed  upon  it or on any of its properties or
assets  or  in  respect of any of its franchises, business, income or property
before  any  penalty  or  interest  accrues  thereon,  and  (ii)  all  claims
(including,  without  limitation,  claims  for  labor, services, materials and
supplies)  for sums which have become due and payable and which by law have or
may  become a Lien (other than a Lien permitted by Section 6.3(C)) upon any of
                                                   --------------
the  Company's or such Subsidiary's property or assets, prior to the time when
any penalty or fine shall be incurred with respect thereto; provided, however,
                                                            --------  -------
that no such taxes, assessments and governmental charges referred to in clause
                                                                        ------
(i)  above or claims referred to in clause (ii) above (and interest, penalties
---                                 -----------
or  fines  relating  thereto) need be paid if being contested in good faith by
appropriate  proceedings  diligently  instituted  and  conducted  and  if such
reserve  or  other  appropriate  provision,  if  any,  as shall be required in
conformity with Agreement Accounting Principles shall have been made therefor.
The  Company will not permit any of its Subsidiaries to file or consent to the
filing  of  any  consolidated income tax return with any Person other than the
Company  or  any  of  its  Subsidiaries.

     (E)    Insurance.    The  Company  shall  maintain  for  itself  and  its
            ---------
Subsidiaries,  or  shall  cause  each  of its Subsidiaries to maintain in full
force  and  effect the insurance policies and programs listed on Schedule 5.17
                                                                 -------------
to  this  Agreement  or  substantially  similar policies and programs or other
policies  and  programs as reflect coverage that is reasonably consistent with
prudent  industry  practice.

     (F)  Inspection of Property; Books and Records; Discussions.  The Company
          ------------------------------------------------------
shall  permit,  and  cause  each  of  the  Subsidiary Borrowers and Subsidiary
Obligors  to  permit, any authorized representative(s) designated by the Agent
(together  with an authorized representative of any Lender that may request to
accompany  such  authorized  representative of the Agent) to visit and inspect
any  of  the  properties of the Company or any of the Subsidiary Borrowers and
Subsidiary  Obligors,  to  examine,  audit,  check  and  make  copies of their
respective financial and accounting records, books, journals, orders, receipts
and  any  non-privileged  correspondence  and  other  data  relating  to their
respective  businesses  or  the  transactions  contemplated hereby (including,
without  limitation,  in  connection  with environmental compliance, hazard or
liability),  and  to  discuss  their affairs, finances and accounts with their
officers  and  independent  certified  public accountants, all upon reasonable
notice  and at such reasonable times during normal business hours, as often as
may  be  reasonably  requested;  provided,  however,  that  the Borrowers' and
                                 --------   -------
Subsidiary  Obligors'  obligation  to reimburse the Agent for reasonable costs
and  expenses incurred in connection with such inspections shall be limited to
no  more  than  one  (1)  inspection  during  any  twelve-month period if such
inspections are conducted at a time when no Default or Unmatured Default shall
have  occurred  and is continuing.  So long as no Default or Unmatured Default
shall  have  occurred  and  is  continuing,  and  to  the  extent  reasonably
practicable,  any  such  inspection  with  respect to a Borrower or Subsidiary
Obligor  will  be  coordinated with an Authorized Officer of the Company.  The
Company  shall keep and maintain, and cause each of the Company's Subsidiaries
to  keep  and  maintain,  in all material respects, proper books of record and
account  in  which  entries in conformity with Agreement Accounting Principles
shall be made of all dealings and transactions in relation to their respective
businesses  and  activities,  including,  without limitation, transactions and
other  dealings with respect to the Collateral.  If a Default has occurred and
is  continuing,  the Company, upon the Agent's request, shall turn over copies
of  any  such  records  to  the  Agent  or  its  representatives.

     (G)    ERISA  Compliance.  The Company shall, and shall cause each of its
            -----------------
domestic  Subsidiaries  to,  establish,  maintain and operate all Plans (other
than  Foreign  Employee  Benefit Plans and Foreign Pension Plans) to comply in
all  material  respects  with  the  provisions  of  ERISA, the Code, all other
applicable  laws,  and  the regulations and interpretations thereunder and the
respective  requirements  of  the  governing  documents  for  such  Plans.

     (H)   Maintenance of Property.  The Company shall cause all property used
           -----------------------
or  useful in the conduct of its business or the business of any Subsidiary to
be  maintained  and  kept  in adequate condition, repair and working order and
supplied with all necessary equipment and shall cause to be made all necessary
repairs,  renewals, replacements, betterments and improvements thereof, all as
in  the  judgment of the Company may be necessary so that the business carried
on  in  connection therewith may be properly conducted at all times; provided,
                                                                     --------
however,  that  nothing  in this Section 6.2(H) shall prevent the Company from
 ------                          --------------
discontinuing  the  operation  or  maintenance of any of such property if such
 -
discontinuance is, in the judgment of the Company, desirable in the conduct of
 -
its  business or the business of any Subsidiary and not disadvantageous in any
respect  to  the  Agent  or  the  Lenders.

     (I)    Environmental  Compliance.  The Company and its Subsidiaries shall
            -------------------------
comply  with  all  Environmental, Health or Safety Requirements of Law, except
where  noncompliance  will not have or is not reasonably likely to subject the
Company  and  its  Subsidiaries  to  liability,  individually  in  excess  of
$2,500,000,  or  in  the  aggregate  in  excess  of  $5,000,000.

     (J)    Use of Proceeds.  The Borrower shall use the proceeds of the Loans
            ---------------
to  pay transaction costs in connection with the transactions evidenced by the
Loan  Documents,  to  refinance  existing  indebtedness of the Company and its
Subsidiaries  and  to  provide  funds  for the working capital needs and other
general  corporate  purposes  of  the  Borrowers  and their Subsidiaries.  The
Company  will  not,  nor  will  it  permit  any  Subsidiary to, use any of the
proceeds  of  the Loans to purchase or carry any "Margin Stock" or to make any
Acquisition,  other than any Permitted Acquisition pursuant to Section 6.3(G).
                                                               --------------

     (K)    Foreign Employee Benefit Compliance.  The Company shall, and shall
            -----------------------------------
cause  each  of  its Subsidiaries and ERISA Affiliates to, establish, maintain
and  operate  all  Foreign  Employee  Benefit  Plans to comply in all material
respects  with  all  laws,  regulations  and  rules applicable thereto and the
respective  requirements of the governing documents for such Plans, except for
failures  to  comply  which,  in the aggregate, would not result in a material
obligation  to  pay  money.


     6.3    Negative  Covenants.
            -------------------

     (A)  Indebtedness.  Neither the Company nor any of its Subsidiaries shall
          ------------
directly  or  indirectly  create,  incur, assume or otherwise become or remain
directly  or  indirectly  liable  with  respect  to  any Indebtedness, except:

(a)    the  Obligations;

     (b)    Permitted  Existing  Indebtedness,  and  any  extension,  renewal,
refunding  or  refinancing thereof, provided that any such extension, renewal,
                                    --------
refunding  or refinancing is in an aggregate principal amount not greater than
the  principal  amount  of  and  interest,  fees and expenses accrued on, such
Permitted  Existing  Indebtedness  outstanding  at  the time thereof and is on
terms  (including,  without limitation, maturity, amortization, interest rate,
premiums, fees, covenants, subordination, events of default, and remedies) not
materially  less  favorable  to the obligor or adverse to the Lenders than the
terms  of  such  Permitted  Existing  Indebtedness;

     (c)    Indebtedness  permitted  pursuant  to  Section 6.3(H) arising from
                                                   --------------
intercompany  loans  from  (1)  the  Company,  or  any other Subsidiary of the
Company  to  any  Borrower,  (2)  any Subsidiary that is not a Borrower to any
other Subsidiary or (3) any Borrower to any Subsidiary of the Company which is
not  a  Borrower;  provided, that all such Indebtedness is subordinated to the
                   --------
Obligations  on  terms  provided  in  this  Agreement;

     (d)    Indebtedness  in  respect  of  Hedging  Agreements permitted under
Section  6.3(P);
      ---------

     (e)    Indebtedness  permitted  by  Sections  6.4(B)  and  6.4(E)(2);
                                         ----------------       ---------

     (f)    Indebtedness  constituting  Contingent  Obligations  permitted  by
Section  6.3(E);
      ---------

     (g)    unsecured  Indebtedness  and  other  liabilities  incurred  in the
ordinary  course  of  business  and  consistent  with  past  practice, but not
incurred through the borrowing of money or the obtaining of credit (other than
customary  trade  terms).

     (B)    Sales  of Assets.  Neither the Company nor any of its Subsidiaries
            ----------------
shall  sell,  assign,  transfer,  lease,  convey  or  otherwise dispose of any
property,  whether  now  owned or hereafter acquired, or any income or profits
therefrom,  or  enter  into  any  agreement  to  do  so,  except:

     (i)    sales  of  Inventory  in  the  ordinary  course  of  business;

     (ii)    sales  of  certain  assets  of  Purina Colombiana S.A., Purina de
Venezuela, C.A., Purina de Guatemala, S.A., and Purina Peru S.A., in each case
as described in that certain Agreement and Plan of Reorganization, dated as of
April  1,  1998, by and among the Company, Ralston Purina Company, and Ralston
Purina  International  Holding Company, Inc., as in effect on the Closing Date
and  without  giving  effect  to  any  amendment  or  modification  thereto;

     (iii)    sales,  assignments,  transfers,  leases,  conveyances  or other
dispositions  of  other assets (other than the Capital Stock of any Subsidiary
of the Company) if such transaction (a) is of assets no longer required in the
ordinary  course  of business, (b) is for not less than fair market value, and
(c)  when  combined  with  all  such  other  sales,  assignments,  transfers,
conveyances  or  other  dispositions (i) during any fiscal year represents the
disposition  of  not  greater  than  ten  percent  (10%)  of  the  Company's
Consolidated  Net  Worth  calculated  as of the date of such sale, assignment,
transfer,  conveyance  or  other  disposition  and after giving effect to such
transaction;  and

     (iv)    (x)  disposition  of assets, dissolution, liquidation or sales of
shares  of Subsidiaries (other than stock or assets of Subsidiary Borrowers or
Subsidiary  Obligors)  resulting  from  a  determination  by  the  Company  to
discontinue its operations in a particular jurisdiction and (y) with the prior
written consent of all of the Lenders, the dissolution, liquidation or sale of
shares  of  any  Subsidiary Borrower or Subsidiary Obligor and only so long as
any  such  sale  or  other  disposition  is  for  all  cash  consideration.

     (C)    Liens.    Neither  the  Company  nor any of its Subsidiaries shall
            -----
directly  or  indirectly  create, incur, assume, permit or suffer to exist any
Lien  on or with respect to any of their respective property or assets except:

     (i)    Liens  created  by  the  Loan  Documents;

     (ii)    Permitted  Existing  Liens;

     (iii)    Customary  Permitted  Liens;

(iv)    Liens  securing financing under governmental or other special programs
which  are more advantageous to the Company than the financing available under
this  Agreement, to the extent such Liens are required in order to participate
in  such  programs,  and  any  renewals  or  extensions  of  any  such  Liens;

(v)  other  Liens  securing  indebtedness not exceeding, in the aggregate, ten
percent  (10%)  of  the  Company's  Consolidated  Net  Worth  at  the  time of
incurrence  thereof;  and

(vi)  pledges  of  assets  of  entities  other  than  Borrowers and Subsidiary
Obligors  to  secure  Indebtedness of Subsidiaries which are neither Borrowers
nor  Subsidiary  Obligors.


     (D)  Investments.  Except for Permitted Existing Investments in an amount
          -----------
not  greater  than the amount thereof on the Closing Date, neither the Company
nor  any  of  its  Subsidiaries  shall  directly or indirectly make or own any
Investment  except:

     (i)          Investments constituting Permitted Acquisitions permitted by
Section  6.3(G);
    -----------

     (ii)          Investments  in  Cash  Equivalents;

     (iii)          Investments consisting of Indebtedness of employees to the
extent  such  Indebtedness does not exceed in the aggregate $1,000,000  in any
fiscal  year;

     (iv)       Investments in a particular jurisdiction other than the United
States  of  locally  generated  funds;

     (v)          Investments  in  Affiliates  permitted  by  Section  6.3(H);
                                                              ---------------

     (vi)          Investments  received  in connection with the bankruptcy or
reorganization  of  suppliers  and  customers  and in settlement of delinquent
obligations  of,  and  other disputes with, customers and suppliers arising in
the  ordinary  course  of  business;

     (vii)        Investments consisting of deposit accounts maintained by the
Company  and its Subsidiaries in connection with its cash management system in
the  ordinary  course  of  business  and  consistent  with  past  practice;

     (viii)      Investments consisting of compensating balances maintained by
Purina  Korea, Inc. in Korea as required by domestic financial institutions as
support  for  loans and advances made by such financial institutions to Purina
Korea,  Inc.; provided, such amounts do not in the aggregate exceed $8,000,000
              --------
at  any  time;  and

     (ix)         Investments constituting Contingent Obligations permitted by
Section  6.3(E) or Restricted Junior Payments permitted by Section 6.3(F); and
   ------------                                            --------------

     (x)         Investments with any other Persons which do not exceed in the
aggregate  ten  percent  (10%)  of  the  Consolidated Net Worth of the Company
(calculated  as  of  the  date  of  each  such  Investment).

     (E)    Contingent  Obligations.    Neither  the  Company  nor  any of its
            -----------------------
Subsidiaries  shall  directly or indirectly create or become or be liable with
respect to any Contingent Obligation, material contingent liability, long-term
lease,  synthetic  lease  or  Contractual  Obligation,  not  reflected  in the
financial statements attached hereto as Exhibit G, except: (i) as set forth on
                                        ---------
Schedule  1.1.1,  (ii)    recourse  obligations  issued  for  the  benefit  of
---------------
customers, employees, vendors or other trading partners in the ordinary course
---------
of  its  business,  (iii)  guarantees  to  officers  of  the  Company  and its
subsidiaries  of  obligations of such officers with respect to the business of
the  Company and its subsidiaries, (iv) guarantees incurred in connection with
or  resulting  from  Permitted Acquisitions or other Investments not otherwise
prohibited  under  this  Agreement;  provided, that to the extent specified in
                                     --------
this  Agreement,  such  guarantees  referred  to  in this clause (iv) shall be
                                                          -----------
treated  as  Indebtedness  for  purposes of this Agreement, and (v) guarantees
issued  by  the  Company for the benefit of third-parties as support for loans
and  advances  made  by  such  third-parties  to  (x)  Subsidiary Borrowers or
Subsidiary Obligors and (y) Subsidiaries of the Company (other than Subsidiary
Borrowers  and Subsidiary Obligors) in an amount, contingent or otherwise, not
to  exceed  $30,000,000  at  any  time.

     (F)    Restricted  Junior  Payments.   Neither the Company nor any of its
            ----------------------------
Subsidiaries  shall  declare  or  make  any Restricted Junior Payment, except:

     (i)   dividends payable by the Company in compliance with the corporation
law  of  the  State  of  Missouri;  and

     (ii)  Restricted Junior Payments made by any Subsidiary of the Company to
the  Company  or any other Subsidiary of the Company except that no Subsidiary
shall  make any Investment in (x) any Affiliate (other than the Company) if as
a  result  thereof  such Investments would at any time exceed in the aggregate
forty  percent  (40%)  of  Consolidated  Net  Worth  of the Company or (y) any
Affiliate (other than a Borrower or Subsidiary Obligor) if as a result thereof
such  Investments  would  at  any time exceed in the aggregate fifteen percent
(15%)  of  the  Consolidated  Net  Worth  of  the  Company;

provided, however, that the Restricted Junior Payments described in clause (i)
--------  -------                                                   ----------
and  clause  (ii)  shall  not be permitted if either a Default or an Unmatured
     ------------
Default  shall  have  occurred and be continuing at the date of declaration or
payment  thereof  or  would  result  therefrom.

     (G)    Conduct  of  Business;  Subsidiaries;  Acquisitions.   Neither the
            ---------------------------------------------------
Company  nor  any of its Subsidiaries shall engage in any business, or acquire
any  other  business,  other than the businesses in, or reasonably related to,
the  lines  of  business  carried  on by them on the date hereof.  The Company
shall  not  and shall not permit any of its Subsidiaries to create, capitalize
or  acquire any Subsidiary after the date hereof or enter into any transaction
or  series of transactions in which it acquires all or any significant portion
of the assets of another Person, or such Person merges with or liquidates into
the  Company  or  any  of  its Subsidiaries, unless (x) such transaction is in
connection  with  the Company's acquisition from Ralston Purina Company and/or
Ralston  Purina International Holding Company of the Capital Stock of  each of
the  Company's  Subsidiaries  on  or  about  the  Closing  Date  or  (y)  such
transaction  meets  the  following  requirements  (each  such  transaction
constituting  a  "PERMITTED  ACQUISITION"):

     (1)    no  Default  or  Unmatured  Default  shall  have  occurred  and be
continuing  or  would  result  from  such  transaction  or transactions or the
incurrence  of  any  Indebtedness  in  connection  therewith;

(2)    to  the  extent  any  such  transaction,  together  with all such other
transactions,  exceeds  in  the  aggregate  $5,000,000 during any fiscal year,
prior to each such transaction, the Company shall deliver to the Agent and the
Lenders  a  certificate  from  one  of  the  Company's  Authorized  Officers
demonstrating  to  the satisfaction of the Agent and the Required Lenders that
after  giving effect to such transaction or transactions and the incurrence of
any  Indebtedness permitted by Section 6.3(A) in connection therewith on a pro
                               --------------
forma  basis as if such acquisition, merger or liquidation and such incurrence
of  Indebtedness  had  occurred  on  the  first day of the twelve-month period
ending  on  the  last  day  of  the  Company's  most recently completed fiscal
quarter,  the  Company  would  have  been in compliance with all provisions of
Section  6.4 at all times during such twelve-month period and not otherwise in
    --------
Default;

     (3)  the transaction is consummated pursuant to a negotiated agreement on
a  non-hostile  basis  and  involves  the  purchase of, or entering into of, a
business line similar, or reasonably related, to that of the Company's and its
Subsidiaries  as  of  the  Closing  Date;

     (4)    in  the  case  of  any  merger permitted under this Agreement, the
surviving  entity  expressly  assumes  any  liabilities, if any, either of the
Company  or  Subsidiary  party  thereto,  as  applicable,  with respect to the
Obligations pursuant to an assumption agreement reasonably satisfactory to the
Agent;  and

     (5)   the aggregate amount of Investments (including assumed liabilities)
in  connection  with  all  such transactions during the term of this Agreement
shall  not  exceed:

     (A)  for  any  single  transaction  or  series  of  related transactions,
$20,000,000;  and

     (B)    for  all transactions, $80,000,000 (excluding Investments actually
made  up  to  $4,000,000  in  the  aggregate  in connection with the Company's
development  of  production  facilities  in  Shanggao,  China).

     (H)   Transactions with Shareholders and Affiliates.  Except as set forth
           ---------------------------------------------
on  Schedule  6.3(H),  neither  the  Company nor any of its Subsidiaries shall
    ----------------
directly  or  indirectly  (i)  enter  into  or permit to exist any transaction
   -
(including,  without  limitation, the purchase, sale, lease or exchange of any
   -
property  or  the  rendering of any service) with any holder or holders of any
Capital  Stock or other Equity Interests in the Company, or with any Affiliate
of  the  Company,  on  terms  that  are  less  favorable to the Company or its
Subsidiaries,  as  applicable,  than  those that might be obtained in an arm's
length  transaction  at  the  time  from  Persons who are not such a holder or
Affiliate;  or  (ii)  enter  into or permit to exist any such non-arm's length
transaction,  including  without  limitation  loans  and  advances to or other
Investments  in  (x)  any  Affiliate  (other  than the Company) if as a result
thereof  such  Investments  would  at  any  time exceed in the aggregate forty
percent  (40%)  of  Consolidated Net Worth of the Company or (y) any Affiliate
(other  than  a  Borrower  or  Subsidiary Obligor) if as a result thereof such
Investments would at any time exceed in the aggregate fifteen percent (15%) of
the  Consolidated  Net  Worth  of  the  Company.

     (I)    Sales  and  Leasebacks.    Neither  the  Company  nor  any  of its
            ----------------------
Subsidiaries  shall  become  liable,  directly, by assumption or by Contingent
Obligation, with respect to any lease, whether an Operating Lease, a synthetic
lease  or  a  Capitalized  Lease, of any property (whether real or personal or
mixed)  (i)  which  it or one of its Subsidiaries sold or transferred or is to
sell  or  transfer  to  any  other  Person,  or  (ii)  which  it or one of its
Subsidiaries  intends  to use for substantially the same purposes as any other
property  which  has  been or is to be sold or transferred by it or one of its
Subsidiaries  to  any  other  Person  in connection with such lease, unless in
either  case  the sale involved is not prohibited under Section 6.3(B) and the
                                                        --------------
lease  involved  is  not  prohibited  under  Section  6.3(A).
                                             ---------------

     (J)    Margin  Regulations.    Neither  the  Borrower  nor  any  of  its
            -------------------
Subsidiaries,  shall  use  all  or  any  portion of the proceeds of any credit
          -
extended  under  this  Agreement  to  purchase  or  carry  Margin  Stock.

     (K)    ERISA.    The  Company  shall not (i) engage, or permit any of its
            -----
Subsidiaries  to  engage,  in any prohibited transaction described in Sections
406  of  ERISA or 4975 of the Code for which a statutory or class exemption is
not available or a private exemption has not been previously obtained from the
DOL;

     (ii)    permit to exist any accumulated funding deficiency (as defined in
Sections  302  of ERISA and 412 of the Internal Revenue Code), with respect to
any  Benefit  Plan,  whether  or  not  waived;

     (iii)  fail, or permit any Controlled Group member to fail, to pay timely
required  contributions  or annual installments due with respect to any waived
funding  deficiency  to  any  Benefit  Plan;

     (iv)   terminate, or permit any Controlled Group member to terminate, any
Benefit  Plan  which  would  result  in  any  liability  of the Company or any
Controlled  Group  member  under  Title  IV  of  ERISA;

     (v)    fail to make any contribution or payment to any Multiemployer Plan
which the Company or any Controlled Group member may be required to make under
any  agreement  relating  to  such  Multiemployer  Plan, or any law pertaining
thereto;

     (vi)    fail,  or  permit any Controlled Group member to fail, to pay any
required  installment  or  any other payment required under Section 412 of the
Internal  Revenue Code on or before the due date for such installment or other
payment;  or

     (vii)    amend,  or  permit  any Controlled Group member to amend, a Plan
resulting  in an increase in current liability for the plan year such that the
Company or any Controlled group member is required to provide security to such
Plan  under  Section  401(a)(29)  of  the  Code.

     (L)    Issuance  of Equity Interests.  Neither the Company nor any of its
            -----------------------------
Subsidiaries  shall  issue any ownership, membership or other equity interests
after  the  date of this Agreement if such issuance causes a Change of Control
to  occur.

     (M)    Organizational  Documents.    Neither  the  Company nor any of its
            -------------------------
Subsidiaries  shall  amend,  modify  or  otherwise  change any of the terms or
provisions in any of their respective organizational documents as in effect on
the  date hereof in any manner adverse to the interests of the Lenders without
the  prior  written  consent  of  the  Required  Lenders.

     (N)  Other Indebtedness.  Neither the Company nor any of its Subsidiaries
          ------------------
shall amend, supplement or otherwise modify the terms of any Indebtedness owed
by a Borrower or Subsidiary of the Company that would be materially adverse to
the  Lenders,  including,  without  limitation, with respect to subordination.

     (O)    Fiscal  Year.    The  Company shall not change its fiscal year for
            ------------
accounting  or  tax  purposes  from a period consisting of the 12-month period
ending  on  August  31  of  each  calendar  year.

     (P)  Hedging Obligations.  The Company shall not and shall not permit any
          -------------------
of  its  Subsidiaries  to  enter  into any interest rate, commodity or foreign
currency  exchange, swap, collar, cap or similar agreements other than hedging
or  other  derivative  transactions  (i)  relating  to  the acquisition of raw
materials or the sale of products of the Company which are intended to protect
the  Company against the risks of changes in market prices or (ii) relating to
currencies in which the Company receives revenues or incurs expenses which are
intended  to  protect the Company against the risks of changes in the exchange
rates  relating  to such currencies or (iii) relating to the interest rates on
its  outstanding  or  proposed  Indebtedness which are intended to protect the
Company  against  the  risks of changes in the interest rates relating to such
borrowing  (such  hedging  agreements  collectively  are sometimes referred to
herein  as  "HEDGING AGREEMENTS").  In the event a Lender elects to enter into
any  Hedging  Agreements  with  the  Company  or  any of its Subsidiaries, the
obligations  of  the  Company  or such Subsidiary with respect to such Hedging
Agreements  shall  be  Secured  Obligations  secured  by  the  Collateral.

     (Q)  Subsidiary Covenants.  The Company will not, and will not permit any
          --------------------
Subsidiary  Borrower  or  Subsidiary  Obligor to, create or otherwise cause to
become  effective any consensual encumbrance or restriction of any kind on the
ability  of any Subsidiary Borrower or Subsidiary Obligor to (i) pay dividends
or  make  any  other  distribution  on its stock, or make any other Restricted
Junior  Payment,  (ii)  pay  any  Indebtedness or other Obligation owed to the
Company  or  any  other  Subsidiary,  (iii)  make  loans  or advances or other
Investments  in the Company or any other Subsidiary, or (iv) sell, transfer or
otherwise  convey  any of its property to the Company or any other Subsidiary.

     6.4    Financial Covenants.  The Company shall comply with the following:
            -------------------

     (A)    Interest  Coverage  Ratio.  The  Company  shall  maintain  a ratio
            -------------------------
("INTEREST  COVERAGE RATIO") of (i) EBITDA to (ii) Cash Interest Expense of at
least  2.50  to  1.00 as of the end of each fiscal quarter commencing with the
fiscal  quarter  ending  August  31,  1998  through  the  Termination  Date.

In  each  case  the Interest Coverage Ratio shall be determined as of the last
day  of  each  fiscal  quarter  for the four-quarter period ending on such day
(provided;  however,  (a)  for  the fiscal quarter ending August 31, 1998, the
    -----   -------
Interest  Coverage  Ratio  shall  be calculated using EBITDA and Cash Interest
Expense  for  the  period commencing on April 1, 1998 through August 31, 1998,
(b)  for  the  fiscal  quarter ending November 30, 1998, the Interest Coverage
Ratio  shall  be  calculated  using  EBITDA  and Cash Interest Expense for the
period  commencing on April 1, 1998 through November 30, 1998, and (c) for the
fiscal  quarter ending February 28, 1999, the Interest Coverage Ratio shall be
calculated using EBITDA and Cash Interest Expense for the period commencing on
April  1,  1998  through  February  28,  1999).

     (B)    Maximum  Leverage  Ratio.   The Company shall not permit the ratio
            ------------------------
("LEVERAGE RATIO") of (i) Total Debt to (ii) EBITDA to be greater than 3.00 to
1.00  as  of the end of each fiscal quarter commencing with the fiscal quarter
ending  August  31,  1998  through  the  Termination  Date.

The  Leverage  Ratio  shall be calculated, in each case, as of the last day of
each  fiscal  quarter  based  upon (A) for purposes of calculating Total Debt,
Indebtedness  as  of  the  last  day  of each such fiscal quarter; and (B) for
EBITDA,  the  actual  amount  for  the  four-quarter period ending on such day
(provided;  however,  (a)  for  the fiscal quarter ending August 31, 1998, the
     ----   -------
Leverage  Ratio  shall  be  calculated  using  EBITDA  for such fiscal quarter
multiplied  by  four, (b) for the fiscal quarter ending November 30, 1998, the
Leverage  Ratio  shall  be calculated using EBITDA for the two fiscal quarters
ending November 30, 1998 multiplied by two (2), and (c) for the fiscal quarter
ending  February 28, 1999, the Leverage Ratio shall be calculated using EBITDA
for  the  three  fiscal  quarters  ending  February  28,  1999  multiplied  by
four-thirds  (4/3)).

     (C)   Capital Expenditures.  The Company will not, nor will it permit any
           --------------------
Subsidiary  to,  expend,  or  be committed to expend, for Capital Expenditures
during  any  one  fiscal  year  in  the  aggregate  for  the  Company  and its
Subsidiaries  in  excess  of (a) $81,250,000 for the fiscal year ending August
31,  1998, (b) $40,000,000 for the fiscal year ending August 31, 1999 plus any
amount  permitted  to be expended in the previous fiscal year but not expended
and  (c)  $28,750,000  in the aggregate for the fiscal years ending August 31,
2000    and  August  31,  2001 plus any amount permitted to be expended in the
previous  fiscal  year  (pursuant  to  the absolute dollar limitation for such
fiscal  year  and  not pursuant to any carryover provision from a prior fiscal
year)  but  not  expended.

     (D)    Minimum  Consolidated Net Worth.  The Company shall not permit its
            -------------------------------
Consolidated  Net Worth at any time to be less than the amount set forth below
during  the  period  set  forth  opposite  such  amount:

Minimum  Consolidated  Net  Worth                    Applicable  Period
---------------------------------                    ------------------

$230,000,000                    April 1, 1998 through and including August 31,
1998

$240,000,000                    September 1, 1998 through and including August
31,  1999

$250,000,000                                        At  all  times thereafter.

For  purposes  of  determining  Consolidated  Net Worth of the Company and its
Subsidiaries  as  required by this Section 6.4(D) only, Consolidated Net Worth
                                   --------------
of  the  Company  and  its  Subsidiaries shall be calculated excluding (i) the
effect of translation account adjustments for the fiscal year ending on August
31,  1998  of  up  to  $10,000,000  and (ii) the effect of further translation
account  adjustments  of  up  to  an  additional  $20,000,000.

     (E)    Country  Debt  Limitations.    Indebtedness  (whether  under  this
            --------------------------
Agreement or otherwise) incurred by the Subsidiaries in any particular country
shall  be  subject  to  each  of  the  following  limitations:

(1)          The  applicable  Borrower  or  Subsidiary  Obligor shall not have
Indebtedness  under  this  Agreement  outstanding at any time in excess of the
maximum  Dollar  Amount  set  forth  below:

     Borrower's  or  Subsidiary  Obligor's
     -------------------------------------
Jurisdiction  of  Incorporation                          Maximum Dollar Amount
-------------------------------                          ---------------------


                             Canada     $6,500,000
                             ------     ----------

                         United States     $5,000,000
                         -------------     ----------

                             Italy     $4,000,000
                                       ----------

                             Spain     $2,500,000
                                       ----------

                            Hungary     $2,000,000
                            -------     ----------


                             Korea     $15,000,000
                             -----     -----------

                             Mexico     $5,000,000
                             ------     ----------

                            Colombia     $5,000,000
                                         ----------

                             Brazil     $5,000,000
                                        ----------

                          Philippines     $2,500,000
                                          ----------

                           Venezuela     $2,500,000
                           ---------     ----------

(2)       The ratio of (i) Total Debt for each of the Subsidiary Borrowers and
Subsidiary  Obligors  (including Indebtedness owed to Affiliates but excluding
Contingent  Obligations  in the form of standby Letters of Credit issued under
this  Agreement  for  the  account  of  such Subsidiary Borrower or Subsidiary
Obligor  for  the  benefit  of  domestic financial institutions as support for
loans  and  advances  made  by  such  financial institutions to the applicable
Subsidiary  Borrower  or  Subsidiary  Obligor  to the extent any such loans or
advances  are outstanding) to (ii) EBITDA for each of the Subsidiary Borrowers
and  Subsidiary Obligors (other than Purina Korea, Inc.) shall not at any time
exceed 3.00 to 1.00.  The ratio of (i) Total Debt (including Indebtedness owed
to  Affiliates  but  excluding  Contingent  Obligations in the form of standby
Letters of Credit issued under this Agreement for the account of Purina Korea,
Inc.  for  the benefit of domestic financial institutions as support for loans
and  advances made by such financial institutions to Purina Korea, Inc. to the
extent  any  such loans or advances are outstanding) to (ii) EBITDA for Purina
Korea,  Inc.  shall  not  at  any  time  exceed  2.25  to  1.00.

The  foregoing ratios shall be calculated, in each case, as of the last day of
each  fiscal quarter based upon (A) for purposes of calculating Total Debt and
Indebtedness  as  of  the  last  day  of each such fiscal quarter, and (B) for
EBITDA,  the  actual  amount  for  the  four-quarter period ending on such day
(provided;  however,  (a)  for  the fiscal quarter ending August 31, 1998, the
     ----   -------
foregoing  ratios  shall  be  calculated  using EBITDA for such fiscal quarter
multiplied  by  four, (b) for the fiscal quarter ending November 30, 1998, the
foregoing  ratios shall be calculated using EBITDA for the two fiscal quarters
ending November 30, 1998 multiplied by two (2), and (c) for the fiscal quarter
ending  February  28,  1999,  the  foregoing  ratios shall be calculated using
EBITDA  for  the  three fiscal quarters ending February 28, 1999 multiplied by
four-thirds  (4/3)).


ARTICLE  VII:    DEFAULTS
-------------------------

     7.1    Defaults.    Each  of the following occurrences shall constitute a
            --------
Default  under  this  Agreement:

     (a)    Failure  to  Make  Payments  When Due.  Any Borrower or Subsidiary
            -------------------------------------
Obligor  shall  (i)  fail to pay when due any of the Obligations consisting of
principal with respect to the Loans or Letters of Credit or (ii) shall fail to
pay  within  three  (3) days of the date when due any of the other Obligations
under  this  Agreement  or  the  other  Loan  Documents.

     (b)    Breach  of  Certain Covenants.  Any Borrower or Subsidiary Obligor
            -----------------------------
shall  fail  duly and punctually to perform or observe any agreement, covenant
or  obligation  binding  on  such  Borrower under (i) Sections 6.1 or Sections
                                                      ------------    --------
6.2(A), (B), (D), (E), (G), or (H), and such failure shall continue unremedied
    --  ---  ---  ---  ---     ---
for  ten  (10) Business Days after the earlier to occur of (x) notice from the
Agent  or any Lender to the Company of such Default and (y) the Company or any
of  its  Subsidiaries  knew  or  should  have known of such Default exercising
reasonable  diligence, or (ii) Sections 6.2(C), (F), (I), (J), or (K), Section
                               ---------------  ---  ---  ---     ---  -------
6.3  or  Section  6.4.
---      ------------

     (c)    Breach  of  Representation  or  Warranty.    Any representation or
            ----------------------------------------
warranty  made  or  deemed  made  by any Borrower or Subsidiary Obligor to the
Agent or any Lender herein or by the Company or any of its Subsidiaries in any
of  the  other  Loan  Documents or in any statement or certificate at any time
given  by any such Person pursuant to any of the Loan Documents shall be false
or  misleading in any material respect on the date as of which made (or deemed
made).

     (d)  Other Defaults.  Any Borrower or Subsidiary Obligor shall default in
          --------------
the  performance  of  or  compliance with any term contained in this Agreement
(other  than as covered by paragraphs (a), (b) or (c) of this Section 7.1), or
                           --------------  ---    ---         -----------
the  Company or any of its Subsidiaries shall default in the performance of or
compliance  with  any  term  contained in any of the other Loan Documents, and
such default shall continue for thirty (30) days after the earlier to occur of
(i)  notice  from  the  Agent or any Lender to the Company of such Default and
(ii)  the Company or any of its Subsidiaries knew or should have known of such
default  exercising  reasonable  diligence.

     (e)   Default as to Other Indebtedness.  Any of the Company or any of its
           --------------------------------
Subsidiaries  shall  fail  to  make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) with respect
to  any  Indebtedness  (other  than the Obligations) the outstanding principal
amount  of  which  Indebtedness  is  in  excess  of $5,000,000; or any breach,
default  or  event  of default shall occur, or any other condition shall exist
under  any  instrument,  agreement  or  indenture  pertaining  to  any  such
Indebtedness,  if  the  effect  thereof is to cause an acceleration, mandatory
redemption,  a  requirement  that  the Company or any such Subsidiary offer to
purchase  such Indebtedness or other required repurchase of such Indebtedness,
or permit the holder(s) of such Indebtedness to accelerate the maturity of any
such  Indebtedness  or  require  a  redemption  or  other  repurchase  of such
Indebtedness;  or  any such Indebtedness shall be otherwise declared to be due
and payable (by acceleration or otherwise) or required to be prepaid, redeemed
or otherwise repurchased by the Company or any of its Subsidiaries (other than
by  a  regularly  scheduled  required prepayment) prior to the stated maturity
thereof.

     (f)    Involuntary  Bankruptcy;  Appointment  of  Receiver,  Etc.
            ----------------------------------------------------------

     (i)    An involuntary case shall be commenced against the Company, or its
Subsidiaries  with an aggregate net worth equal to or greater than ten percent
(10%)  of  the Company's Consolidated Net Worth, and the petition shall not be
dismissed,  stayed,  bonded  or  discharged  within  sixty  (60)  days  after
commencement of the case; or a court having jurisdiction in the premises shall
enter  a  decree  or  order  for  relief  in  respect  of  the Company or such
Subsidiaries  in  an  involuntary  case,  under  any  applicable  bankruptcy,
insolvency  or  other  similar  law now or hereinafter in effect; or any other
similar  relief shall be granted under any applicable federal, state, local or
foreign  law.

     (ii)    A  decree or order of a court having jurisdiction in the premises
for  the  appointment  of  a  receiver,  liquidator,  sequestrator,  trustee,
custodian  or  other  officer  having  similar powers over the Company, or its
Subsidiaries  with an aggregate net worth equal to or greater than ten percent
(10%)  of  the  Company's Consolidated Net Worth, or over all or a substantial
part of the property of the Company, or such Subsidiaries shall be entered; or
an  interim  receiver,  trustee  or  other  custodian  of  the Company or such
Subsidiaries or of all or a substantial part of the property of the Company or
such  Subsidiaries shall be appointed or a warrant of attachment, execution or
similar process against any substantial part of the property of the Company or
such  Subsidiaries  shall  be  issued  and any such event shall not be stayed,
dismissed,  bonded  or  discharged  within  sixty  (60)  days  after  entry,
appointment  or  issuance.

     (g)   Voluntary Bankruptcy; Appointment of Receiver, Etc.  The Company or
           ---------------------------------------------------
its  Subsidiaries  with  an  aggregate  net worth equal to or greater than ten
percent  (10%)  of  the Company's Consolidated Net Worth, shall (i) commence a
voluntary  case  under  any applicable bankruptcy, insolvency or other similar
law  now  or  hereafter  in  effect, (ii) consent to the entry of an order for
relief  in an involuntary case, or to the conversion of an involuntary case to
a voluntary case, under any such law, (iii) commence a voluntary case seeking,
or  consent to, the appointment of or taking possession by a receiver, trustee
or  other  custodian  for all or a substantial part of its property, (iv) make
any  assignment for the benefit of creditors or fail generally to pay debts as
they  become  due  or  (v)  take  any corporate action to authorize any of the
foregoing.

     (h)    Judgments and Attachments.  Any money judgment(s), writ or warrant
            -------------------------
of  attachment,  or  similar  process against any of the Company or any of its
Subsidiaries or any of their respective assets involving in any single case or
in  the aggregate an amount in excess of $5,000,000 is (are) entered and shall
remain  undischarged,  unvacated,  unbonded  or unstayed for a period of sixty
(60)  days  or  in any event later than fifteen (15) days prior to the date of
any  proposed  sale  thereunder.

     (i)  Dissolution.  Any order, judgment or decree shall be entered against
          -----------
the  Company,  or  its  Subsidiaries  with  an aggregate net worth equal to or
greater  than  ten  percent  (10%)  of  the  Company's Consolidated Net Worth,
decreeing  its involuntary dissolution or split up and such order shall remain
undischarged  and  unstayed  for a period in excess of sixty (60) days; or the
Company or such Subsidiaries shall otherwise dissolve or cease to exist except
as  specifically permitted by this Agreement unless the dissolving entity is a
limited  liability  company  which  elects  to  continue  its  existence.

     (j)    Loan Documents; Failure of Security.  At any time, for any reason,
            -----------------------------------
(i)  any  Loan  Document as a whole that materially affects the ability of the
Agent,  or  any  of  the  Lenders  to enforce the Obligations or enforce their
rights against the Collateral, ceases to be in full force and effect or any of
the  Company  or  any of its Subsidiaries party thereto seeks to repudiate its
obligations  thereunder  and  the Liens intended to be created thereby are, or
any  of the Company or any such Subsidiary seeks to render such Liens, invalid
and unperfected, or (ii) any action shall be taken to discontinue or to assert
the  invalidity  or  unenforceability  of any Loan Document, or (iii) Liens on
Collateral  with  a  fair market value in excess of $2,500,000 in favor of the
Agent  contemplated  by the Loan Documents shall, at any time, for any reason,
be  invalidated  or  otherwise  cease  to be in full force and effect, or such
Liens  shall  not have the priority contemplated by this Agreement or the Loan
Documents.

     (k)   Termination Event.  Any Termination Event occurs which the Required
           -----------------
Lenders  believe  is  reasonably  likely  to subject the Company or any of its
Subsidiaries  to  liability  individually  or  in  the  aggregate in excess of
$2,500,000.

     (l)    Waiver  of Minimum Funding Standard.  If the plan administrator of
            -----------------------------------
any  Plan applies under Section 412(d) of the Code for a waiver of the minimum
funding  standards  of  Section 412(a) of the Code and any Lender believes the
substantial  business  hardship  upon  which the application for the waiver is
based  could  reasonably  be  expected  to  subject  either the Company or any
Controlled  Group  member  to  liability  individually  or in the aggregate in
excess  of  $2,500,000.

     (m)    Change  of  Control.    A  Change  of  Control  shall  occur.
            -------------------

     (n)  Environmental Matters.  The Company or any of its Subsidiaries shall
          ---------------------
be  the  subject  of  any  proceeding  or  investigation pertaining to (i) the
Release  by the Company or any of its Subsidiaries of any Contaminant into the
environment,  (ii)  the  liability  of  any  of  the  Company  or  any  of its
Subsidiaries  arising  from the Release by any other Person of any Contaminant
into  the  environment, or (iii) any violation of any Environmental, Health or
Safety  Requirements  of Law by the Company or any of its Subsidiaries, which,
in  any case, has or is reasonably likely to subject the Company or any of its
Subsidiaries  to  liability  individually  in  excess  of $2,500,000 or in the
aggregate  in  excess  of  $5,000,000.

     (o)  Guarantor Revocation.  Except as provided by Section 6.3(B)(iv) with
          --------------------                         ------------------
respect to the sale, dissolution or liquidation of certain Subsidiaries of the
Company,  any guarantor of the Obligations shall terminate or revoke or refuse
to  perform  or  assert invalidity of any of its payment obligations under the
applicable  guarantee  agreement  or  breach  any  of  the other terms of such
guarantee  agreement  which  breach  remains  unremedied  for  five  (5) days.

     A  Default  shall  be  deemed  "continuing"  until  waived  in writing in
accordance  with  Section  8.3.
                  ------------


ARTICLE  VIII:    ACCELERATION,  DEFAULTING  LENDERS;  WAIVERS, AMENDMENTS AND
------------------------------------------------------------------------------
REMEDIES
--------

     8.1    Remedies.

     (a)   Termination of Commitments; Acceleration.  If any Default described
           ----------------------------------------
in  Section  7.1(f) or 7.1(g) occurs with respect to any of the Borrowers, the
    ---------------    ------
obligations  of  the Lenders to make Loans hereunder and the obligation of the
Agent  or  any  Issuing  Lender  to  issue  Letters  of Credit hereunder shall
automatically  terminate  and the Obligations shall immediately become due and
payable without any election or action on the part of the Agent, any Lender or
any Issuing Lender.  If any other Default occurs, the Required Lenders may (i)
terminate  or  suspend  the obligations of the Lenders to make Loans hereunder
and  the  obligation  of  the  Issuing  Lenders  to  issue  Letters  of Credit
hereunder, or (ii) declare the Obligations to be due and payable, or both, and
upon  any  declaration  under  clause  (ii),  the  Obligations  shall  become
                               ------------
immediately due and payable, without presentment, demand, protest or notice of
any  kind,  all  of  which  the  Borrowers  expressly  waive.

     (b)    Rescission.    If  at  any  time after termination of the Lenders'
            ----------
obligations  to  make  Loans  or  acceleration  of  the maturity of the Loans,
Borrowers  shall  pay  all  arrears of interest and all payments on account of
principal  of  the Loans and Reimbursement Obligations which shall have become
due  otherwise  than  by  acceleration (with interest on principal and, to the
extent  permitted  by law, on overdue interest, at the rates specified in this
Agreement)  and  all Defaults and Unmatured Defaults (other than nonpayment of
principal  of  and  accrued  interest  on  the Loans due and payable solely by
virtue of acceleration) shall be waived pursuant to Section 8.3, then upon the
                                                    -----------
written  consent  of the Required Lenders and written notice to Borrowers, the
termination  of  Lenders'  respective  obligations  to  make  Loans  and  the
respective  Lenders' and the Issuing Lenders' obligations to participate in or
issue Letters of Credit or the aforesaid acceleration and its consequences may
be  rescinded  and  annulled;  but such action shall not affect any subsequent
Default or Unmatured Default or impair any right or remedy consequent thereon.
The  provisions  of  the  preceding  sentence  are intended merely to bind the
Lenders  and  the  Issuing  Lenders  to  a  decision  which may be made at the
election  of  the Required Lenders; they are not intended to benefit Borrowers
and do not give Borrowers the right to require the Lenders to rescind or annul
any termination of the aforesaid obligations of the Lenders or Issuing Lenders
or  any  acceleration  hereunder,  even if the conditions set forth herein are
met.

     (c)  Enforcement.    The  Borrowers  acknowledge  that  in  the event the
          -----------
Borrowers  fail  to  perform,  observe  or  discharge  any of their respective
obligations  or  liabilities  under this Agreement or any other Loan Document,
any  remedy of law may prove to be inadequate relief to the Agent, the Issuing
Lenders  and  the  Lenders;  therefore,  Borrowers  agree  that the Agent, the
Issuing  Lenders  and the Lenders shall be entitled to temporary and permanent
injunctive  relief  in  any  such case without the necessity of proving actual
damages.

     8.2    Defaulting Lender.  In the event that any Lender fails to fund its
            -----------------
Revolving  Credit  Share  of  any Advance requested or deemed requested by any
Borrower  which  such  Lender  is  obligated  to  fund under the terms of this
Agreement (the funded portion of such Advance being hereinafter referred to as
a  "NON  PRO  RATA  LOAN"),  until  the  earlier of such Lender's cure of such
failure  and  the  termination of the Commitments, the proceeds of all amounts
thereafter  repaid  to the Agent by the Borrowers and otherwise required to be
applied  to such Lender's share of all other Obligations pursuant to the terms
of  this  Agreement  shall  be  advanced  to the Borrowers by the Agent ("CURE
LOANS")  on behalf of such Lender to cure, in full or in part, such failure by
such Lender, but shall nevertheless be deemed to have been paid to such Lender
in  satisfaction  of such other Obligations.  Notwithstanding anything in this
Agreement  to  the  contrary:

     (i)    the foregoing provisions of this Section 8.2 shall apply only with
                                             -----------
respect  to  the  proceeds of payments of Obligations and shall not affect the
conversion  or  continuation  of  Loans  pursuant  to  Section  2.6;
                                                       ------------

     (ii)    any such Lender shall be deemed to have cured its failure to fund
its  Revolving  Credit Share of any Advance at such time as an amount equal to
such  Lender's  original  Revolving  Credit  Share  of the requested principal
portion  of  such  Advance is fully funded to the applicable Borrower, whether
made  by  such Lender itself or by operation of the terms of this Section 8.2,
                                                                  -----------
and whether or not the Non Pro Rata Loan with respect thereto has been repaid,
converted  or  continued;

     (iii)    regardless  of  whether  or  not  a  Default  has occurred or is
continuing, and notwithstanding the instructions of the applicable Borrower as
to  its  desired application, all repayments of principal which, in accordance
with  the  other  terms of this Agreement, would be applied to the outstanding
Base  Rate  Loans  shall  be  applied  first,  ratably  to all Base Rate Loans
                                       -----
constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than
                                 ------
those  constituting  Non  Pro  Rata Loans or Cure Loans and, third, ratably to
                                                             -----
Base  Rate  Loans  constituting  Cure  Loans;

     (iv)    for so long as and until the earlier of any such Lender's cure of
the  failure  to  fund  its  Revolving  Credit  Share  of  any Advance and the
termination  of  the  Commitments, the term "Required Lenders" for purposes of
this Agreement shall mean Lenders (excluding all Lenders whose failure to fund
their  respective  Revolving  Credit  Shares  of such Advance have not been so
cured)  whose  Pro  Rata  Shares  represent  at least sixty-six and two-thirds
(66-2/3%)  of  the  aggregate  Pro  Rata  Shares  of  such  Lenders;  and

     (v)    for  so  long  as  and until any such Lender's failure to fund its
Revolving  Credit  Share  of  any  Advance is cured in accordance with Section
                                                                       -------
8.2(ii),  (A)  such  Lender  shall  not  be entitled to any facility fees with
    ---
respect  to  its  Commitments and (B) such Lender shall not be entitled to any
    -
letter  of  credit  fees,  which facility fees and letter of credit fees shall
accrue  in  favor  of  the  performing  Lenders, shall be allocated among such
performing  Lenders  ratably  based  upon  their  relative  Commitments.

     8.3    Amendments.    Subject to the provisions of this Article VIII, the
            ----------                                       ------------
Required  Lenders  (or  the  Agent with the consent in writing of the Required
Lenders)  and  the Borrowers and Subsidiary Obligors may enter into agreements
supplemental  hereto  for the purpose of adding or modifying any provisions to
the  Loan Documents or changing in any manner the rights of the Lenders or the
Borrowers  or  the  Subsidiary  Obligors  hereunder  or  waiving  any  Default
hereunder;  provided,  however,  that  no  such  supplemental agreement shall,
            --------   -------
without  the  consent  of  each  Lender  affected  thereby:

     (i)   Postpone or extend the Termination Date or any other date fixed for
any  payment  of  principal  of,  or interest on, the Loans, the Reimbursement
Obligations  or  any fees or other amounts payable to such Lender (except with
respect  to (a) any modifications of the provisions relating to prepayments of
Loans and other Obligations and (b) a waiver of the application of the default
rate  of interest pursuant to Section 2.7 hereof and (c) as expressly provided
                              -----------
by  the  terms  of  Section  2.24).
                    -------------

     (ii)    Reduce  the  principal amount of any Loans or L/C Obligations, or
reduce  the  rate  or  extend the time of payment of interest or fees thereon.

     (iii)    Reduce  the  percentage  specified in the definition of Required
Lenders  or  any  other  percentage  of Lenders specified to be the applicable
percentage  in  this  Agreement  to  act  on  specified  matters.

     (iv)    Increase  the  amount  of  the Commitment of any Lender hereunder
(except  with  respect  to an increase in any sublimits for any Types of Loans
within  the  Commitments).

     (v)    Permit  any  Borrower  to  assign its rights under this Agreement.

     (vi)    Amend  Section  2.24  or  this  Section  8.3.
                    -------------            ------------

     (vii)  Except as provided by Section 6.3(B)(iv) with respect to the sale,
                                  ------------------
dissolution or liquidation of certain Subsidiaries of the Company, release any
guarantor  of  all  or  any  part  of  the  Obligations  or  release  all  or
substantially  all  of  the  Collateral.

No amendment of any provision of this Agreement relating to the Agent shall be
effective  without  the  written  consent  of  the Agent.  No amendment of any
provision  of this Agreement relating to any Issuing Lender shall be effective
without the written consent of the Agent and each of the Issuing Lenders.  The
Agent  may  waive  payment  of  the fee required under Section 12.3(B) without
                                                       ---------------
obtaining  the  consent  of  any  of  the  Lenders.

     8.4    Preservation  of Rights.  No delay or omission of the Lenders, the
            -----------------------
Issuing  Lenders  or  the Agent to exercise any right under the Loan Documents
shall  impair  such  right or be construed to be a waiver of any Default or an
acquiescence  therein, and the making of a Loan or the issuance of a Letter of
Credit  notwithstanding  the  existence  of  a Default or the inability of the
Borrowers to satisfy the conditions precedent to such Loan or issuance of such
Letter  of Credit shall not constitute any waiver or acquiescence.  Any single
or  partial  exercise  of  any  such right shall not preclude other or further
exercise  thereof or the exercise of any other right, and no waiver, amendment
or  other  variation  of  the  terms,  conditions  or  provisions  of the Loan
Documents  whatsoever  shall  be valid unless in writing signed by the Lenders
required  pursuant to Section 8.3, and then only to the extent in such writing
                      -----------
specifically  set  forth.   All remedies contained in the Loan Documents or by
law  afforded shall be cumulative and all shall be available to the Agent, the
Issuing  Lenders and the Lenders until the Obligations have been paid in full.


ARTICLE  IX:    GENERAL  PROVISIONS
-----------------------------------

     9.1   Survival of Representations.  All representations and warranties of
           ---------------------------
the  Borrowers  and  Subsidiary  Obligors  contained  in  this Agreement shall
survive  delivery  of  this  Agreement  and  the  making  of  the Loans herein
contemplated.

     9.2    Governmental  Regulation.  Anything contained in this Agreement to
            ------------------------
the contrary notwithstanding, no Lender shall be obligated to extend credit to
the  Borrowers and neither the Agent nor any Issuing Lender shall be obligated
to  issue  any  Letter of Credit for the account of any Borrower or Subsidiary
Obligor  in  violation  of  any  limitation  or  prohibition  provided  by any
applicable  statute  or  regulation.

     9.3    Performance  of  Obligations.    Each  of  the  Borrowers  and the
            ----------------------------
Subsidiary Obligors agrees that the Agent may, but shall have no obligation to
(i)  at  any  time, pay or discharge taxes, liens, security interests or other
encumbrances levied or placed on or threatened against any Collateral and (ii)
after  the  occurrence  and during the continuance of a Default make any other
payment  or  perform  any  act  required of any Borrower or Subsidiary Obligor
under  any  Loan  Document  or  take  any  other action which the Agent in its
discretion deems necessary or desirable to protect or preserve the Collateral.
The  Agent  shall  use  its  best  efforts  to give the applicable Borrower or
Subsidiary  Obligor notice of any action taken under this Section 9.3 prior to
                                                          -----------
the  taking of such action or promptly thereafter provided the failure to give
such  notice  shall not affect the applicable Borrower's or Subsidiary Obligor
obligations  in  respect  thereof.    Each of the Borrowers and the Subsidiary
Obligors  agrees  to  pay  the Agent, upon demand, the principal amount of all
funds  advanced  by  the  Agent under this Section 9.3, together with interest
                                           -----------
thereon  at  the rate from time to time applicable to Base Rate Loans from the
date  of  such advance until the outstanding principal balance thereof is paid
in  full.    If  any  Borrower  or Subsidiary Obligor fails to make payment in
respect of any such advance under this Section 9.3 within one (1) Business Day
                                       -----------
after  the  date  such  Borrower or Subsidiary Obligor receives written demand
therefor  from the Agent, the Agent shall promptly notify each Lender and each
Lender  agrees that it shall thereupon make available to the Agent, in Dollars
in  immediately  available  funds,  the amount equal to such Lender's Pro Rata
Share  of  such advance.  If such funds are not made available to the Agent by
such Lender within one (1) Business Day after the Agent's demand therefor, the
Agent  will  be  entitled to recover any such amount from such Lender together
with  interest thereon at the Federal Funds Effective Rate for each day during
the  period  commencing on the date of such demand and ending on the date such
amount  is received.  The failure of any Lender to make available to the Agent
its  Pro  Rata  Share  of any such unreimbursed advance under this Section 9.3
                                                                   -----------
shall  neither  relieve  any  other Lender of its obligation hereunder to make
available  to  the Agent such other Lender's Pro Rata Share of such advance on
the  date  such payment is to be made nor increase the obligation of any other
Lender  to  make such payment to the Agent.  All outstanding principal of, and
interest on, advances made under this Section 9.3 shall constitute Obligations
                                      -----------
secured  by  the  Collateral  until  paid  in  full  by  the Borrowers and the
Subsidiary  Obligors.

     9.4    Headings.    Section  headings  in  the  Loan  Documents  are  for
            --------
convenience  of reference only, and shall not govern the interpretation of any
of  the  provisions  of  the  Loan  Documents.

     9.5    Entire  Agreement.  The Loan Documents embody the entire agreement
            -----------------
and understanding among the Borrowers, the Subsidiary Obligors, the Agent, and
the  Lenders and supersede all prior agreements and understandings relating to
the  subject  matter  thereof.

     9.6    Several  Obligations;  Benefits of this Agreement.  The respective
            -------------------------------------------------
obligations  of  the Lenders hereunder are several and not joint and no Lender
shall  be  the  partner  or  agent of any other.  The failure of any Lender to
perform  any  of  its obligations hereunder shall not relieve any other Lender
from  any of its obligations hereunder.  This Agreement shall not be construed
so as to confer any right or benefit upon any Person other than the parties to
this  Agreement  and  their  respective  successors  and  assigns.

     9.7    Expenses;  Indemnification.
            --------------------------

     (A)   Expenses.  Subject to the letter agreements dated February 25, 1998
           --------
and  November  3,  1997  among  the  Company,  the Agent and the Arranger with
respect  to  costs  and expenses incurred on or prior to the Closing Date, the
Borrowers  and  Subsidiary Obligors shall reimburse the Agent and the Arranger
for  any  reasonable  costs,  internal  charges  and  out-of-pocket  expenses
(including  attorneys'  and paralegals' fees and time charges of attorneys and
paralegals  for  the Agent or the Arranger, which attorneys and paralegals may
be  employees  of  the Agent or the Arranger) paid or incurred by the Agent or
Arranger in connection with the preparation, negotiation, execution, delivery,
syndication,  review,  amendment, modification, and administration of the Loan
Documents.    Each  of  the  Borrowers  and Subsidiary Obligors also agrees to
reimburse  the  Agent,  the  Lenders  and  the  Issuing Lenders for any costs,
internal  charges  and  out-of-pocket  expenses  (including  attorneys'  and
paralegals'  fees  and time charges of attorneys and paralegals for the Agent,
the  Lenders  and  the  Issuing Lenders, which attorneys and paralegals may be
employees  of  the Agent, the Lenders or the Issuing Lenders) paid or incurred
by  the  Agent,  any  Lender  or  any  Issuing  Lender  in connection with the
collection  of  the  Obligations  and  enforcement  of the Loan Documents.  In
addition  to  expenses  set  forth above, each of the Borrowers and Subsidiary
Obligors  agrees  to reimburse the Agent, promptly after the request therefor,
for  each  audit,  collateral analysis or other business analysis performed by
the Agent (or its authorized representative) for the benefit of the Lenders in
connection  with this Agreement or the other Loan Documents in an amount equal
to the Agent's then customary charges for each person employed to perform such
audit  or  analysis, plus all reasonable costs and expenses (including without
limitation,  travel expenses) incurred by the Agent in the performance of such
audit  or  analysis; provided, that each Borrower and Subsidiary Obligor shall
                     --------
only  be  responsible  for  expenses  in connection with one (1) such audit or
business  analysis  performed  with  respect  to  such  Borrower or Subsidiary
Obligor,  as  applicable, in any twelve-month period at a time when no Default
had  occurred or was continuing.  The Agent shall provide the Borrowers with a
detailed  statement of all reimbursements requested under this Section 9.7(A).
                                                               --------------

     (B)    Indemnity.   Each of the Borrowers and Subsidiary Obligors further
            ---------
agrees  to  defend,  protect,  indemnify,  and  hold  harmless  the Agent, the
Arranger,  each  and  all of the Lenders, each and all of the Issuing Lenders,
and each of their respective Affiliates, and each of such Agent's, Arranger's,
Lender's,  Issuing  Lender's  or  Affiliate's  respective officers, directors,
employees, attorneys and agents (including, without limitation, those retained
in  connection  with  the satisfaction or attempted satisfaction of any of the
conditions set forth in Article IV) (collectively, the "INDEMNITEES") from and
                        ----------
against  any  and  all  liabilities,  obligations, losses, damages, penalties,
actions,  judgments,  suits,  claims,  costs,  expenses  of any kind or nature
whatsoever  (including,  without  limitation,  the  fees  and disbursements of
counsel  for  such  Indemnitees  in  connection  with  any  investigative,
administrative  or  judicial proceeding, whether or not such Indemnitees shall
be  designated  a party thereto), imposed on, incurred by, or asserted against
such  Indemnitees  in  any  manner  relating  to  or  arising  out  of:

     (i)    this  Agreement,  the  other  Loan Documents, or any act, event or
transaction  related  or  attendant  thereto, the making of the Loans, and the
issuance  of  and participation in Letters of Credit hereunder, the management
of such Loans or Letters of Credit, the use or intended use of the proceeds of
the  Loans  or  Letters  of Credit hereunder, or any of the other transactions
contemplated  by  the  Loan  Documents;  or

     (ii)    any  liabilities, obligations, responsibilities, losses, damages,
personal  injury,  death,  punitive  damages,  economic damages, consequential
damages,  treble  damages,  intentional,  willful  or wanton injury, damage or
threat  to  the  environment,  natural  resources or public health or welfare,
costs  and  expenses  (including,  without  limitation,  attorney,  expert and
consulting  fees  and  costs  of investigation, feasibility or remedial action
studies),  fines,  penalties  and  monetary  sanctions,  interest,  direct  or
indirect,  known  or  unknown, absolute or contingent, past, present or future
relating  to  violation of any Environmental, Health or Safety Requirements of
Law  arising from or in connection with the past, present or future operations
of  the  Company,  its Subsidiaries or any of their respective predecessors in
interest,  or,  the  past,  present  or future environmental, health or safety
condition  of  any respective property of the Company or its Subsidiaries, the
presence  of  asbestos-containing  materials at any respective property of the
Company  or  its  Subsidiaries  or  the  Release  or threatened Release of any
Contaminant  into  the  environment (collectively, the "INDEMNIFIED MATTERS");

provided,  however,  the  Borrowers  and  Subsidiary  Obligors  shall  have no
--------   -------
obligation  to an Indemnitee hereunder with respect to (i) Indemnified Matters
-------
to  the  extent any such Indemnified Matter is found in a final non-appealable
judgment  by  a  court  of  competent  jurisdiction  to  have arisen from such
Indemnitee's gross negligence or wilful misconduct or (ii) Indemnified Matters
arising  solely  out  of  a dispute between the Agent or a dispute between any
Lender  and the Agent.  If the undertaking to indemnify, pay and hold harmless
set  forth  in  the  preceding  sentence  may  be  unenforceable because it is
violative  of  any law or public policy, the Borrowers and Subsidiary Obligors
shall  contribute the maximum portion which it is permitted to pay and satisfy
under  applicable  law,  to  the  payment  and satisfaction of all Indemnified
Matters  incurred  by  the  Indemnitees.

     (C)    Waiver  of  Certain  Claims;  Settlement  of  Claims.  Each of the
            ----------------------------------------------------
Borrowers  and  each  of  the  Subsidiary  Obligors  agrees to assert no claim
against  any  of  the Indemnitees on any theory of liability for consequential
damages,  indirect  damages,  exemplary damages, punitive damages or any other
similar  theory  of  damages  howsoever  categorized.   No settlement shall be
entered  into  by  the  Company or any if its Subsidiaries with respect to any
claim,  litigation, arbitration or other proceeding relating to or arising out
of  the  transaction  evidenced  by  this  Agreement  or  the  other  Loan
Documents(whether  or  not  the  Agent,  any Lender, any Issuing Lender or any
Indemnitee is a party thereto) unless such settlement releases all Indemnitees
from  any  and  all  liability    with  respect  thereto.

     (D)    Survival  of  Agreements.    The obligations and agreements of the
            ------------------------
Borrowers  and  Subsidiary  Obligors  under this Section 9.7 shall survive the
                                                 -----------
termination  of  this  Agreement.

     9.8    Numbers of Documents.  All statements, notices, closing documents,
            --------------------
and  requests  hereunder  shall  be  furnished  to  the  Agent with sufficient
counterparts  so  that  the  Agent  may  furnish  one  to each of the Lenders.

     9.9    Accounting.    Except  as  provided  to  the  contrary herein, all
            ----------
accounting  terms  used  herein  shall  be  interpreted  and  all  accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles.

     9.10    Severability  of  Provisions.  Any provision in any Loan Document
             ----------------------------
that  is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall,  as  to  that  jurisdiction,  be inoperative, unenforceable, or invalid
without  affecting  the  remaining  provisions  in  that  jurisdiction  or the
operation,  enforceability,  or  validity  of  that  provision  in  any  other
jurisdiction,  and  to  this  end  the  provisions  of  all Loan Documents are
declared  to  be  severable.

     9.11  Nonliability of Lenders.  The relationship among the Borrowers, the
           -----------------------
Subsidiary  Obligors  and  the Lenders, Issuing Lenders and the Agent shall be
solely  that of borrower and lender.  Neither the Agent nor any Lender nor any
Issuing  Lender  shall have any fiduciary responsibilities to the Borrowers or
to  the  Subsidiary  Obligors.    Neither  the  Agent, nor any Lender, nor any
Issuing  Lender  undertakes  any  responsibility  to  the  Borrowers  or  the
Subsidiary  Obligors  to review or inform the Borrowers or Subsidiary Obligors
of  any  matter  in  connection with any phase of the Borrowers' or Subsidiary
Obligors'  business  or  operations.

     9.12    GOVERNING  LAW.    THE AGENT ACCEPTS THIS AGREEMENT, ON BEHALF OF
             --------------
ITSELF,  THE  OTHER  AGENTS,  THE LENDERS AND THE ISSUING LENDERS, AT CHICAGO,
ILLINOIS  BY  ACKNOWLEDGING AND AGREEING TO IT THERE.  THIS AGREEMENT SHALL BE
GOVERNED  BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF ILLINOIS.  WITHOUT LIMITING THE FOREGOING, ANY DISPUTE BETWEEN
ANY  BORROWER OR ANY SUBSIDIARY OBLIGOR AND THE AGENT, ANY LENDER, ANY ISSUING
LENDER  OR  ANY  OTHER HOLDER OF SECURED OBLIGATIONS ARISING OUT OF, CONNECTED
WITH,  RELATED  TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM
IN  CONNECTION  WITH,  THIS  AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND
WHETHER  ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN
ACCORDANCE  WITH  THE  INTERNAL  LAWS  OF  THE  STATE  OF  ILLINOIS.

     9.13    CONSENT  TO  JURISDICTION;  SERVICE  OF  PROCESS;  JURY  TRIAL.
             --------------------------------------------------------------

     (A)    JURISDICTION.    EXCEPT AS PROVIDED IN SUBSECTION (B), EACH OF THE
            ------------                           --------------
PARTIES  HERETO  AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED
WITH,  RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION  WITH,  THIS  AGREEMENT  OR ANY OF THE OTHER LOAN DOCUMENTS WHETHER
ARISING  IN  CONTRACT, TORT, EQUITY, OR OTHERWISE, MAY BE RESOLVED EXCLUSIVELY
BY  STATE  OR  FEDERAL  COURTS  LOCATED  IN CHICAGO, ILLINOIS, BUT THE PARTIES
HERETO  ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY
A  COURT  LOCATED  OUTSIDE  OF  CHICAGO, ILLINOIS.  EACH OF THE PARTIES HERETO
WAIVES  IN  ALL DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION (A) ANY OBJECTION
                                                  --------------
THAT  IT  MAY  HAVE  TO  THE  LOCATION  OF  THE COURT CONSIDERING THE DISPUTE.

     (B)   OTHER JURISDICTIONS.  EACH OF THE BORROWERS AND SUBSIDIARY OBLIGORS
           -------------------
AGREES THAT THE AGENT, ANY LENDER, ANY ISSUING LENDER OR ANY HOLDER OF SECURED
OBLIGATIONS  SHALL  HAVE  THE  RIGHT  TO  PROCEED  AGAINST ANY BORROWER OR ANY
SUBSIDIARY  OBLIGOR  OR  ANY  BORROWER'S OR SUBSIDIARY OBLIGOR'S PROPERTY IN A
COURT  IN  ANY  LOCATION  TO  ENABLE  SUCH  PERSON  TO  (1)  OBTAIN  PERSONAL
JURISDICTION  OVER  SUCH  BORROWER OR SUBSIDIARY OBLIGOR OR (2) REALIZE ON THE
COLLATERAL  OR  ANY OTHER SECURITY FOR THE SECURED OBLIGATIONS OR TO ENFORCE A
JUDGMENT  OR  OTHER  COURT ORDER ENTERED IN FAVOR OF SUCH PERSON.  EACH OF THE
BORROWERS  AND  SUBSIDIARY  OBLIGORS  AGREES  THAT  IT  WILL  NOT  ASSERT  ANY
PERMISSIVE  COUNTERCLAIMS  IN  ANY PROCEEDING BROUGHT UNDER THIS CLAUSE (B) BY
                                                                 ----------
SUCH  PERSON  TO  REALIZE  ON  THE  COLLATERAL  OR  ANY OTHER SECURITY FOR THE
OBLIGATIONS  OR  TO  ENFORCE  A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH
PERSON  ALL  OF  WHICH  PERMISSIVE  COUNTERCLAIMS  MAY  BE BROUGHT ONLY IN THE
JURISDICTION  SET  FORTH  IN  CLAUSE  (A)  ABOVE.    EACH OF THE BORROWERS AND
                              -----------
SUBSIDIARY  OBLIGORS  WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF
THE  COURT  IN  WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS
SUBSECTION  (B).
  -------------

     (C)    VENUE.   EACH OF THE BORROWERS AND SUBSIDIARY OBLIGORS IRREVOCABLY
          -------
WAIVES  ANY  OBJECTION  (INCLUDING,  WITHOUT  LIMITATION, ANY OBJECTION OF THE
LAYING  OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY
                                            ----- --- ----------
NOW  OR  HEREAFTER  HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH
RESPECT  TO  THIS  AGREEMENT  OR  ANY  OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED  OR  DELIVERED  IN  CONNECTION HEREWITH IN ANY JURISDICTION SET FORTH
ABOVE.

     (D)  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
          --------------------
ANY  RIGHT  TO  HAVE  A  JURY  PARTICIPATE  IN  RESOLVING ANY DISPUTE, WHETHER
SOUNDING  IN  CONTRACT,  TORT,  OR  OTHERWISE, ARISING OUT OF, CONNECTED WITH,
RELATED  TO  OR  INCIDENTAL  TO  THE  RELATIONSHIP  ESTABLISHED  AMONG THEM IN
CONNECTION  WITH THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED  OR  DELIVERED  IN  CONNECTION  HEREWITH.  EACH OF THE PARTIES HERETO
AGREES  AND  CONSENTS  THAT  ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL  BE  DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY
FILE  AN  ORIGINAL  COUNTERPART  OR A COPY OF THIS AGREEMENT WITH ANY COURT AS
WRITTEN  EVIDENCE  OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
RIGHT  TO  TRIAL  BY  JURY.

     9.14   Subordination of Intercompany Indebtedness.  Each of the Borrowers
            ------------------------------------------
and  Subsidiary  Obligors  agrees  that any and all claims of such Borrower or
Subsidiary  Obligor  against  any  other Borrower, any Subsidiary Obligor, any
endorser,  obligor  or  any  other guarantor of all or any part of the Secured
Obligations, or against any of its properties shall be subordinate and subject
in  right of payment to the prior payment, in full and in cash, of all Secured
Obligations.   Notwithstanding any right of any Borrower or Subsidiary Obligor
to  ask,  demand, sue for, take or receive any payment from any other Borrower
or  any  Subsidiary  Obligor,  all rights, liens and security interests of any
Borrower or Subsidiary Obligor, whether now or hereafter arising and howsoever
existing,  in  any  assets  of  any  other  Borrower or any Subsidiary Obligor
(whether  constituting  part  of  Collateral  given  to  any Holder of Secured
Obligations  or  the Agent to secure payment of all or any part of the Secured
Obligations  or  otherwise) shall be and are subordinated to the rights of the
Holders  of Secured Obligations and the Agent in those assets.  No Borrower or
Subsidiary  Obligor shall have any right to possession of any such asset or to
foreclose upon any such asset, whether by judicial action or otherwise, unless
and  until  all  of  the  Secured Obligations (other than contingent indemnity
obligations)  shall  have  been  fully  paid  and  satisfied and all financing
arrangements  among  the  Borrowers,  Subsidiary  Obligors  and the Holders of
Secured  Obligations  have been terminated.  So long as any Default shall have
occurred  and  is continuing, if all or any part of the assets of any Borrower
or  Subsidiary  Obligor,  or  the  proceeds  thereof,  are  subject  to  any
distribution,  division  or  application  to the creditors of such Borrower or
Subsidiary Obligor, whether partial or complete, voluntary or involuntary, and
whether  by  reason  of  liquidation,  bankruptcy,  arrangement, receivership,
assignment  for the benefit of creditors or any other action or proceeding, or
if  the  business  of  any  Borrower  or Subsidiary Obligor is dissolved or if
substantially  all  of  the  assets  of any Borrower or Subsidiary Obligor are
sold,  then, and in any such event, any payment or distribution of any kind or
character,  either  in  cash,  securities  or  other  property, which shall be
payable  or  deliverable  upon or with respect to any indebtedness of any such
Borrower  or  Subsidiary  Obligor  to any other Borrower or Subsidiary Obligor
("INTERCOMPANY INDEBTEDNESS") shall be paid or delivered directly to the Agent
for application on any of the Secured Obligations, due or to become due, until
such  Secured  Obligations (other than contingent indemnity obligations) shall
have  first  been  fully paid and satisfied.  The Borrowers and the Subsidiary
Obligors  irrevocably  authorize  and  empower  the  Agent to demand, sue for,
collect  and  receive  every such payment or distribution and give acquittance
therefor  and to make and present for and on behalf of the applicable Borrower
or  Subsidiary Obligor such proofs of claim and take such other action, in the
Agent's  own  name  or  in  the  name of the applicable Borrower or Subsidiary
Obligor  or  otherwise,  as  the Agent may deem necessary or advisable for the
enforcement  of  this  Section  9.14;  provided,  that the Agent agrees not to
                       -------------   --------
exercise  such  powers unless a Default shall have occurred and is continuing.
The  Agent  may  vote such proofs of claim in any such proceeding, receive and
collect  any and all dividends or other payments or disbursements made thereon
in  whatever form the same may be paid or issued and apply the same on account
of any of the Secured Obligations.  Should any payment, distribution, security
or  instrument  or  proceeds thereof be received by any Borrower or Subsidiary
Obligor  upon  or  with respect to the Intercompany Indebtedness at any time a
Default shall have occurred and be continuing and prior to the satisfaction of
all  of  the Secured Obligations (other than contingent indemnity obligations)
and  the  termination  of  all financing arrangements among the Borrowers, the
Subsidiary  Obligors  and  the  Holders of Secured Obligations, the applicable
Borrower  or  Subsidiary  Obligor shall receive and hold the same in trust, as
trustee,  for  the  benefit of the Holders of Secured Obligations and shall so
long as any Default shall have occurred and be continuing promptly deliver the
same  to  the Agent, for the benefit of the Holders of Secured Obligations, in
precisely  the  form received (except for the endorsement or assignment of the
Borrower  where necessary), for application to any of the Secured Obligations,
due  or  not  due, and, until so delivered, the same shall be held in trust by
the  Borrower  or  Subsidiary  Obligor,  as applicable, as the property of the
Holders  of  Secured Obligations.  If any Borrower or Subsidiary Obligor fails
to  make  any such endorsement or assignment to the Agent, the Agent or any of
its  officers  or  employees  are irrevocably authorized to make the same.  So
long  as  any Default shall have occurred and is continuing, the Borrowers and
Subsidiary  Obligors  agree that until the Secured Obligations (other than the
contingent  indemnity  obligations)  have  been  paid  in  full  (in cash) and
satisfied  and  all  financing  arrangements  among  the Borrowers, Subsidiary
Obligors  and  the  Holders  of  Secured Obligations have been terminated, the
Borrowers  and  Subsidiary  Obligors will not assign or transfer to any Person
(other  than  the  Agent) any claim such Borrower or Subsidiary Obligor has or
may  have  against  any  other  Borrower  or  Subsidiary  Obligor.

     9.15    No  Strict  Construction.    The parties hereto have participated
             ------------------------
jointly  in  the  negotiation and drafting of this Agreement.  In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship  of  any  provisions  of  this  Agreement.

ARTICLE  X:    THE  AGENT
-------------------------

     10.1    Appointment;  Nature  of  Relationship.    ABN  AMRO Bank N.V. is
             --------------------------------------
appointed  by  the Lenders (each reference in this Article X to a Lender being
                                                   ---------
in  its capacity either as a Lender or an Issuing Lender, or any or all of the
foregoing) as the Agent hereunder and under each other Loan Document, and each
of  the  Lenders  irrevocably  authorizes  the Agent to act as the contractual
representative  of  such Lender with the rights and duties expressly set forth
herein  and  in  the  other  Loan  Documents.  The Agent agrees to act as such
contractual  representative  upon  the  express  conditions  contained in this
Article  X.  Notwithstanding  the  use  of  the  defined  term  "Agent," it is
     -----
expressly  understood  and  agreed that the Agent shall not have any fiduciary
     ---
responsibilities  to any Lender by reason of this Agreement and that the Agent
is  merely  acting as the representative of the Lenders with only those duties
as are expressly set forth in this Agreement and the other Loan Documents.  In
its  capacity  as  the Lenders' contractual representative, the Agent (i) does
not  assume  any  fiduciary  duties  to  any  of  the  Lenders,  (ii)  is  a
"representative"  of  the  Lenders  within the meaning of Section 9-105 of the
Uniform  Commercial Code and (iii) is acting as an independent contractor, the
rights  and  duties  of which are limited to those expressly set forth in this
Agreement  and the other Loan Documents.  Each of the Lenders agrees to assert
no  claim  against  the  Agent  on  any  agency  theory or any other theory of
liability  for  breach  of  fiduciary  duty,  all  of which claims each Lender
waives.

     10.2    Powers.   The Agent shall have and may exercise such powers under
             ------
the  Loan Documents as are specifically delegated to the Agent by the terms of
each  thereof, together with such powers as are reasonably incidental thereto.
The  Agent shall have no implied duties or fiduciary duties to the Lenders, or
any obligation to the Lenders to take any action hereunder or under any of the
other  Loan  Documents  except  any  action  specifically provided by the Loan
Documents  required  to  be  taken  by  the  Agent.

     10.3    General  Immunity.    Neither the Agent nor any of its respective
             -----------------
directors,  officers,  agents  or  employees  shall  be  liable  to any of the
Borrowers,  the  Subsidiary Obligors, the Lenders or any Lender for any action
taken  or  omitted to be taken by it or them hereunder or under any other Loan
Document  or in connection herewith or therewith except to the extent any such
action  or  inaction is found in a final non-appealable judgment by a court of
competent  jurisdiction  to  have  arisen from the gross negligence or willful
misconduct  of  such  Person.

     10.4    No  Responsibility  for  Loans,  Creditworthiness,  Collateral,
             ---------------------------------------------------------------
Recitals,  Etc.    Neither  the  Agent  nor  any  of its respective directors,
        -------
officers,  agents  or  employees  shall be responsible for or have any duty to
ascertain,  inquire  into,  or  verify  (i)  any  statement,  warranty  or
representation  made  in  connection  with  any Loan Document or any borrowing
hereunder;  (ii)  the  performance  or  observance  of any of the covenants or
agreements  of  any obligor under any Loan Document; (iii) the satisfaction of
any  condition  specified  in  Article  IV;  (iv)  the  existence  or possible
                               -----------
existence  of any Default or (v) the validity, effectiveness or genuineness of
any  Loan  Document or any other instrument or writing furnished in connection
therewith.  The Agent shall not be responsible to any Lender for any recitals,
statements,  representations  or warranties herein or in any of the other Loan
Documents,  for  the  perfection or priority of any of the Liens on any of the
Collateral,  or  for  the  execution,  effectiveness,  genuineness,  validity,
legality,  enforceability, collectibility, or sufficiency of this Agreement or
any  of  the other Loan Documents or the transactions contemplated thereby, or
for  the  financial  condition  of any Subsidiary Obligor of any or all of the
Obligations,  the  Company  or  any  of  its  Subsidiaries.

     10.5  Action on Instructions of Lenders.  The Agent shall in all cases be
           ---------------------------------
fully  protected  in acting, or in refraining from acting, hereunder and under
any  other Loan Document in accordance with written instructions signed by the
Required  Lenders  (except with respect to actions that require the consent of
all  of the Lenders as provided in Section 8.3), and such instructions and any
                                   -----------
action taken or failure to act pursuant thereto shall be binding on all of the
Lenders  and  on all Holders of Secured Obligations.  The Agent shall be fully
justified  in  failing  or refusing to take any action hereunder and under any
other  Loan  Document unless it shall first be indemnified to its satisfaction
by  the  Lenders pro rata against any and all liability, cost and expense that
it  may  incur  by  reason  of  taking  or continuing to take any such action.

     10.6  Employment of Agents and Counsel.  The Agent may execute any of its
           --------------------------------
duties  hereunder  and  under any other Loan Document by or through employees,
agents,  and  attorneys-in-fact,  and  shall not be answerable to the Lenders,
except  as to money or securities received by it or its authorized agents, for
the  default or misconduct of any such agents or attorneys-in-fact selected by
it  with  reasonable  care.   The Agent shall be entitled to advice of counsel
concerning the contractual arrangement among the Agent and the Lenders, as the
case  may be, and all matters pertaining to its duties hereunder and under any
other  Loan  Document.

     10.7    Reliance  on  Documents; Counsel.  The Agent shall be entitled to
             --------------------------------
rely  upon  any  notice,  consent,  certificate,  affidavit, letter, telegram,
statement,  paper  or document believed by it to be genuine and correct and to
have  been  signed or sent by the proper person or persons, and, in respect to
legal  matters,  upon  the  opinion  of  counsel  selected by the Agent, which
counsel  may  be  employees  of  the  Agent.

     10.8    The Agent's Reimbursement and Indemnification.  The Lenders agree
             ---------------------------------------------
to reimburse and indemnify the Agent ratably in proportion to their respective
Pro  Rata  Shares  (i)  for  any  amounts  not  reimbursed by the Borrowers or
Subsidiary  Obligors  for  which  the  Agent  is  entitled to reimbursement or
indemnification  by  the  Borrowers  or  Subsidiary  Obligors  under  the Loan
Documents,  (ii) for any other expenses incurred by the Agent on behalf of the
Lenders,  in  connection  with  the  preparation,  execution,  delivery,
administration  and enforcement of the Loan Documents including as a result of
a dispute among the Lenders or between any Lender and the Agent, and (iii) for
any  liabilities, obligations, losses, damages, penalties, actions, judgments,
suits,  costs,  expenses  or  disbursements  of any kind and nature whatsoever
which  may be imposed on, incurred by or asserted against the Agent in any way
relating  to  or  arising  out  of  the  Loan  Documents or any other document
delivered in connection therewith or the transactions contemplated thereby, or
the  enforcement  of  any of the terms thereof or of any such other documents,
including as a result of a dispute among the Lenders or between any Lender and
the  Agent,   provided that no Lender shall be liable for any of the foregoing
to the extent any of the foregoing is found in a final non-appealable judgment
by  a court of competent jurisdiction to have arisen from the gross negligence
or  willful  misconduct  of  the  Agent.


     10.9  Rights as a Lender.  With respect to its Commitments, Loans made by
           ------------------
it  and  Letters  of Credit issued by it as an Issuing Lender, the Agent shall
have the same rights and powers hereunder and under any other Loan Document as
any Lender and may exercise the same as through it were not the Agent, and the
term  "Lender"  or  "Lenders"  or  "Issuing  Lender"  or "Issuing Lenders", as
applicable,  shall,  unless the context otherwise indicates, include the Agent
in  its  individual  capacity.  The Agent may accept deposits from, lend money
to,  enter  into Hedging Agreements and generally engage in any kind of trust,
debt,  equity  or other transaction, in addition to those contemplated by this
Agreement  or  any  other  Loan  Document,  with  the  Company  or  any of its
Subsidiaries  in which such Person is not prohibited hereby from engaging with
any  other  Person.

     10.10    Lender  Credit  Decision.  Each Lender acknowledges that it has,
              ------------------------
independently  and  without  reliance  upon  the Agent or any other Lender and
based  on  the financial statements prepared by the Company, the Borrowers and
the  Subsidiary  Obligors  and  such other documents and information as it has
deemed  appropriate,  made  its own credit analysis and decision to enter into
this  Agreement  and  the other Loan Documents.  Each Lender also acknowledges
that  it  will, independently and without reliance upon the Agent or any other
Lender  and  based  on  such  documents  and  information  as  it  shall  deem
appropriate  at  the time, continue to make its own credit decisions in taking
or  not  taking  action  under  this  Agreement  and the other Loan Documents.

     10.11    Successor  Agent.    The  Agent may resign at any time by giving
              ----------------
written  notice  thereof  to  the  Lenders  and  the Borrowers.  Upon any such
resignation,  the  Required Lenders shall have the right to appoint, on behalf
of  the  Borrowers  and the Lenders, a successor Agent.  If no successor Agent
shall  have  been so appointed by the Required Lenders and shall have accepted
such  appointment  within thirty days after the retiring Agent's giving notice
of  resignation,  then  the  retiring  Agent  may  appoint,  on  behalf of the
Borrowers and the Lenders, a successor Agent.  Notwithstanding anything herein
to  the  contrary,  so long as no Default has occurred and is continuing, each
such  successor  Agent  shall  be  subject  to  approval by the Company, which
approval  shall not be unreasonably withheld.  Such successor Agent shall be a
commercial bank having capital and retained earnings of at least $500,000,000.
Upon  the  acceptance of any appointment as the Agent hereunder by a successor
Agent,  such successor Agent shall thereupon succeed to and become vested with
all  the  rights, powers, privileges and duties of the retiring Agent, and the
retiring  Agent  shall be discharged from its duties and obligations hereunder
and  under  the  other Loan Documents.  After any retiring Agent's resignation
hereunder  as Agent, the provisions of this Article X shall continue in effect
                                            ---------
for  its  benefit in respect of any actions taken or omitted to be taken by it
while it was acting as the Agent hereunder and under the other Loan Documents.

     10.12    Collateral Documents.  Each Lender authorizes the Agent to enter
              --------------------
into  each  of the Collateral Documents to which it is a party and to take all
action  contemplated  by  such  documents.   Each Lender agrees that no Lender
shall have the right individually to seek to realize upon the security granted
by  any  Collateral  Document, it being understood and agreed that such rights
and  remedies  may  be  exercised  solely  by the Agent for the benefit of the
Holders  of  Secured  Obligations  upon the terms of the Collateral Documents.

     10.13.   No Duties Imposed Upon Syndication Agent, Documentation Agent or
              ----------------------------------------------------------------
Arranger.  None of the Persons identified on the cover page to this Agreement,
--------
the  signature  pages  to  this  Agreement or otherwise in this Agreement as a
"Syndication  Agent"  or  "Documentation  Agent"  or "Arranger" shall have any
right,  power,  obligation,  liability,  responsibility  or  duty  under  this
Agreement  other  than  those  applicable  to  all  Lenders  as such.  Without
limiting  the  foregoing,  none of the Lenders identified on the cover page to
this  Agreement,  the  signature  pages to this Agreement or otherwise in this
Agreements  as  a  "Syndication  Agent" or "Documentation Agent" or "Arranger"
shall  have  or  be  deemed  to  have  any  fiduciary  duty  to  or  fiduciary
relationship  with  any  Lender.    In addition to the agreements set forth in
Section  10.10,  each  of the Lenders acknowledges that it has not relied, and
    ----------
will  not  rely, on any of the Lenders so identified in deciding to enter into
this  Agreement  or  in  taking  or  not  taking  action  hereunder.


ARTICLE  XI:    SETOFF;  RATABLE  PAYMENTS
------------------------------------------

     11.1    Setoff.  In addition to, and without limitation of, any rights of
             ------
the Lenders or Issuing Lenders under applicable law, if any Default occurs and
is  continuing,  any  indebtedness from any Lender or Issuing Lender to any of
the  Borrowers or Subsidiary Obligors (including all account balances, whether
provisional  or final and whether or not collected or available) may be offset
and  applied  toward the payment of the Obligations owing to such Lender, such
Issuing  Lender  and the other Obligations, whether or not the Obligations, or
any  part  hereof,  shall  then  be  due.

     11.2    Ratable Payments.  If any Lender, whether by setoff or otherwise,
             ----------------
has  payment  made to it upon its Loans (other than payments received pursuant
to  Sections 2.24, 3.1, 3.2 or 3.4) in a greater proportion than that received
    -------------  ---  ---    ---
by  any  other Lender, such Lender agrees, promptly upon demand, to purchase a
portion  of  the  Loans  held by the other Lenders so that after such purchase
each Lender will hold its ratable proportion of Loans.  If any Lender, whether
in  connection  with  setoff  or  amounts  which might be subject to setoff or
otherwise,  receives collateral or other protection for its Obligation or such
amounts  which  may  be  subject  to setoff, such Lender agrees, promptly upon
demand,  to  take  such  action  necessary  such that all Lenders share in the
benefits  of such collateral ratably in proportion to the obligations owing to
them.    In case any such payment is disturbed by legal process, or otherwise,
appropriate  further  adjustments  shall  be  made.

     11.3  Application of Payments.  Subject to the provisions of Section 8.2,
           -----------------------                                -----------
the  Agent  shall, unless otherwise specified at the direction of the Required
Lenders  which  direction  shall  be consistent with the last sentence of this
Section 11.3, apply all payments and prepayments in respect of any Obligations
   ---------
and  all  proceeds  of  Collateral  in  the  following  order:

     (A)    first, to pay interest on and then principal of any portion of the
Loans  which the Agent may have advanced on behalf of any Lender for which the
Agent  has  not  then  been  reimbursed  by  such  Lender  or  the Borrower or
Subsidiary  Obligor;

     (B)    second,  to pay interest on and then principal of any advance made
under  Section 9.3 for which the Agent has not then been paid by the Borrowers
       -----------
or  the  Subsidiary  Obligors  or  reimbursed  by  the  Lenders;

     (C)    third,  to  pay  Obligations  in  respect  of  any  fees,  expense
reimbursements  or  indemnities  then  due  to  the  Agent;

     (D)    fourth,  to  pay  Obligations  in  respect  of any fees, expenses,
reimbursements  or  indemnities  then  due  to the Lenders and Issuing Lender;

     (E)   fifth, to pay interest due in respect of Loans and L/C Obligations;

     (F)  sixth, to the ratable payment or prepayment of principal outstanding
on  Loans  and Reimbursement Obligations and Hedging Obligations in such order
as  the  Agent  may  determine  in  its  sole  discretion;

(G)    seventh, to provide required cash collateral if any pursuant to Section
                                                                       -------
2.19;  and
 ---

     (H)    eighth,  to  the  ratable  payment  of  all  other  Obligations.

Unless  otherwise designated (which designation shall only be applicable prior
to  the  occurrence  of a Default) by the Borrowers, all principal payments in
respect of Loans shall be applied first, to repay outstanding Base Rate Loans,
                                  -----
and  then  to  repay  outstanding Eurodollar Loans and Korean Eurodollar Loans
     ----
with  those Eurodollar Loans and Korean Eurodollar Loans, as applicable, which
have  earlier expiring Interest Periods being repaid prior to those which have
later  expiring  Interest  Periods.    The order of priority set forth in this
Section 11.3 and the related provisions of this Agreement are set forth solely
    --------
to  determine the rights and priorities of the Agent, the Lenders, the Issuing
Lender  and other Holders of Secured Obligations as among themselves.  As long
as  a Default shall have occurred and is continuing, the order of priority set
forth in clauses (D) through (H) of this Section 11.3 may at any time and from
         -----------         ---         ------------
time to time be changed by the Required Lenders without necessity of notice to
or  consent  of  or approval by the Borrowers, the Subsidiary Obligors, or any
other  Person.   The order of priority set forth in clauses (A) through (C) of
                                                    -----------         ---
this  Section  11.3  may be changed only with the prior written consent of the
      -------------
Agent.

     11.4    Relations  Among  Lenders.
             -------------------------

     (a)   Except with respect to the exercise of set-off rights of any Lender
in  accordance  with  Section  11.1,  the  proceeds  of  which  are applied in
                      -------------
accordance  with  this Agreement, and each Lender agrees that it will not take
any  action,  nor  institute any actions or proceedings, against any Borrower,
any  Subsidiary  Obligor or any other obligor hereunder or with respect to any
Collateral or Loan Document, without the prior written consent of the Required
Lenders  or, as may be provided in this Agreement or the other Loan Documents,
at  the  direction  of  the  Agent.

     (b)  The Lenders are not partners or co-venturers, and no Lender shall be
liable  for the acts or omissions of, or (except as otherwise set forth herein
in  case  of  the  Agent)  authorized  to  act  for,  any  other  Lender.


ARTICLE  XII:    BENEFIT  OF  AGREEMENT;  ASSIGNMENTS;  PARTICIPATIONS
----------------------------------------------------------------------

     12.1    Successors  and  Assigns.    The terms and provisions of the Loan
             ------------------------
Documents shall be binding upon and inure to the benefit of the Borrowers, the
Subsidiary  Obligors  and  the  Lenders  and  their  respective successors and
assigns,  except  that  (i) none of the Borrowers or Subsidiary Obligors shall
have  the right to assign their rights or obligations under the Loan Documents
and  (ii) any assignment by any Lender must be made in compliance with Section
                                                                       -------
12.3 hereof.  Notwithstanding clause (ii) of this Section 12.1, any Lender may
----                          -----------         ------------
at  any  time,  without the consent of any Borrower, any Subsidiary Obligor or
the  Agent,  assign  all or any portion of its rights under this Agreement, if
any,  issued  to it to a Federal Reserve Bank; provided, however, that no such
                                               --------  -------
assignment shall release the transferor Lender from its obligations hereunder.
The  Agent may treat each Lender as the owner of the Loans made by such Lender
for  all  purposes  hereof  unless and until such Lender complies with Section
                                                                       -------
12.3  hereof in the case of an assignment thereof or, in the case of any other
   -
transfer,  a  written  notice  of  the  transfer is filed with the Agent.  Any
assignee  or  transferee of a Loan agrees by acceptance thereof to be bound by
all the terms and provisions of the Loan Documents.  Any request, authority or
consent  of  any Person, who at the time of making such request or giving such
authority or consent is the owner of any Loan, shall be conclusive and binding
on  any  subsequent  holder,  transferee  or  assignee  of  such  Loan.

12.2    Participations.
        --------------

     (A)    Permitted Participants; Effect.  Subject to the terms set forth in
            ------------------------------
this  Section 12.2, any Lender may, in the ordinary course of its business and
      ------------
in  accordance  with  applicable law, at any time sell to one or more banks or
other  entities  ("PARTICIPANTS") participating interests in any Loan owing to
such Lender, any Commitment of such Lender, any L/C Interest of such Lender or
any  other  interest  of such Lender under the Loan Documents on a pro-rata or
non-pro-rata  basis;  provided  that  without the prior written consent of the
                      --------
Agent, the amount of such participation shall not be for less than $5,000,000.
Notice  of  such  participation to the Company and the Agent shall be required
prior  to  any  participation becoming effective with respect to a Participant
which  is not a Lender or an Affiliate thereof.  In the event of any such sale
by  a  Lender  of  participating  interests  to  a  Participant, such Lender's
obligations under the Loan Documents shall remain unchanged, such Lender shall
remain  solely  responsible to the other parties hereto for the performance of
such  obligations,  such Lender shall remain the owner of all Loans made by it
for  all  purposes  under  the  Loan  Documents,  all  amounts  payable by the
Borrowers  and Subsidiary Obligors under this Agreement shall be determined as
if  such  Lender had not sold such participating interests, and the Borrowers,
Subsidiary  Obligors  and the Agent shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations under
the  Loan  Documents  except  that,  for  purposes  of Article III hereof, the
                                                       -----------
Participants  shall  be  entitled  to the same rights as if they were Lenders;
provided  however that no Participant shall be entitled to receive any greater
   -----  -------
payment  under  such  Article  III than the Lender would have been entitled to
                      ------------
receive  with  respect  to  the  rights  participated.

     (B)   Voting Rights.  Each Lender shall retain the sole right to approve,
           -------------
without  the consent of any Participant, any amendment, modification or waiver
of  any provision of the Loan Documents other than any amendment, modification
or waiver with respect to any Loan or Commitment in which such Participant has
an  interest  which  requires  the consent of all of the Lenders under Section
                                                                       -------
8.3.

     (C)   Benefit of Setoff.  The Borrowers and the Subsidiary Obligors agree
           -----------------
that  each Participant shall be deemed to have the right of setoff provided in
Section  11.1 hereof in respect to its participating interest in amounts owing
-------------
under  the  Loan  Documents  to  the  same  extent  as  if  the  amount of its
participating  interest  were  owing directly to it as a Lender under the Loan
Documents, provided that each Lender shall retain the right of setoff provided
           --------
in  Section  11.1 hereof with respect to the amount of participating interests
    -------------
sold  to  each Participant except to the extent such Participant exercises its
right  of set off.  The Lenders agree to share with each Participant, and each
Participant,  by  exercising  the  right  of  setoff  provided in Section 11.1
                                                                  ------------
hereof,  agrees to share with each Lender, any amount received pursuant to the
exercise  of its right of setoff, such amounts to be shared in accordance with
Section  11.2  as  if  each  Participant  were  a  Lender.
-------------

     12.3    Assignments.
             -----------

     (A)    Permitted  Assignments.  Any Lender may, in the ordinary course of
            ----------------------
its  business and in accordance with applicable law, at any time assign to one
or  more banks or other entities ("PURCHASERS") all or a portion of its rights
and  obligations  under  this  Agreement,  including,  without limitation, any
Commitments,  any  Loans  owing  to it, all of its interests as Issuing Lender
with  respect  to  Letters  of  Credit,  all of its participation interests in
existing  Letters  of  Credit  and its obligation to participate in additional
Letters  of  Credit  in  accordance  with the provisions of this Section 12.3.
                                                                 ------------
Such  assignment  shall  be substantially in the form of Exhibit D hereto and,
                                                         ---------
without  the  prior  consent  of  the  Agent, shall not be permitted hereunder
unless  (i)  such  assignment  is  either  for all of such Lender's rights and
obligations  under  the Loan Documents or involves Loans and Commitments in an
aggregate  amount  of at least $5,000,000 and (ii) the Purchaser shall be able
to  fund  in Korean Won its share of any Advance requested or deemed requested
in  Korean  Won by Purina Korea, Inc.  Notice to the Agent and the Company and
consent  of the Company and the Agent (which consents will not be unreasonably
withheld)  shall  be  required  prior to an assignment becoming effective with
respect  to  a  Purchaser  which  is  not  a  Lender  or an Affiliate thereof;
provided,  however,  no  consent  of  the  Company  shall  be required for any
           -------
assignment  to  become  effective at a time when a Default has occurred and is
continuing.

     (B)   Effect; Effective Date.  Upon (i) delivery to the Agent of a notice
           ----------------------
of  assignment,  substantially in the form attached as Appendix I to Exhibit D
                                                       ----------    ---------
hereto  (a  "NOTICE  OF  ASSIGNMENT"),  together  with any consent required by
Section  12.3(A)  hereof,  and  (ii)  payment of a $3,500 fee to the Agent for
     -----------
processing  such  assignment,  such  assignment  shall become effective on the
effective  date  specified  in  such  Notice  of  Assignment.    The Notice of
Assignment  shall contain a representation by the Purchaser to the effect that
none  of  the consideration used to make the purchase of the Commitment, Loans
and  L/C  Obligations  under  the  applicable  assignment  agreement are "plan
assets"  as  defined  under  ERISA  and  that  the rights and interests of the
Purchaser  in  and  under  the  Loan Documents will not be "plan assets" under
ERISA.  On and after the effective date of such assignment, such Purchaser, if
not  already  a  Lender,  shall  for  all  purposes  be a Lender party to this
Agreement  and any other Loan Documents executed by the Lenders and shall have
all  the  rights  and obligations of a Lender under the Loan Documents, to the
same  extent  as if it were an original party hereto, and no consent or action
by  any  of  the  Borrowers, Subsidiary Obligors or the Lenders and no further
consent  or  action  by  the Agent shall be required to release the transferor
Lender  with respect to the percentage of the Commitments, Loans and Letter of
Credit  participations  assigned  to such Purchaser.  Upon the consummation of
any  assignment  to a Purchaser pursuant to this Section 12.3(B), if requested
                                                 ---------------
by  the  transferor  Lender or Purchaser, the transferor Lender, the Agent and
the Borrowers shall make appropriate arrangements so that, to the extent notes
have  been  issued to evidence any of the transferred Loans, replacement notes
are  issued  to  such  transferor  Lender  and  new  notes or, as appropriate,
replacement  notes,  are  issued  to such Purchaser, in each case in principal
amounts reflecting their Commitments, as adjusted pursuant to such assignment.

     (C)    The Register.  The Agent shall maintain at its address referred to
            ------------
in  Section  13.1  a  copy  of each assignment delivered to and accepted by it
    -------------
pursuant  to  this  Section  12.3  and  a  register  (the  "REGISTER") for the
   -                -------------
recordation  of  the names and addresses of the Lenders and the Commitments of
   -
and  principal amount of the Loans owing to, each Lender from time to time and
whether  such  Lender  is an original Lender or the assignee of another Lender
pursuant  to  an  assignment  under  this  Section  12.3.   The entries in the
                                           -------------
Register  shall  be  conclusive  and binding for all purposes, absent manifest
error, and the Company and each of its Subsidiaries, the Agent and the Lenders
may  treat  each  Person  whose  name  is recorded in the Register as a Lender
hereunder for all purposes of this Agreement.  The Register shall be available
for  inspection by the Borrowers or any Lender at any reasonable time and from
time  to  time  upon  reasonable  prior  notice.

     12.4    Confidentiality.    Subject  to  Section  12.5, the Agent and the
             ---------------                  -------------
Lenders  shall  hold  all  nonpublic  information  obtained  pursuant  to  the
requirements  of  this  Agreement  in  accordance with such Person's customary
procedures  for  handling  confidential  information  of  this  nature  and in
accordance  with  safe and sound banking practices.  Each of the Agent and the
Lenders  agrees that it will not make use of any such confidential information
for  personal  gain  or for transactions other than those contemplated by this
Agreement,  except  to  the  extent  that  such information (i) was or becomes
generally  available  to  the  public  other than as a result of disclosure by
such  Agent  or  such  Lender,  or  (ii)  was  or  becomes  available  on  a
nonconfidential  basis  from  a  source  other  than  the  Company  and  its
Subsidiaries  provided  that  such  source  is  not bound by a confidentiality
agreement  known  to  such  Agent  or such Lender; provided, however, that the
                                                   --------  -------
Agent  and  any  Lender  may  disclose  such information (A) at the request or
pursuant to any requirement of any Governmental Authority  to which such Agent
or  such  Lender is subject or in connection with an examination of such Agent
or such Lender by any such Governmental Authority; (B) pursuant to subpoena or
other  court process (and shall use its best efforts to provide advance notice
thereof  to  the extent foreseeable and permitted); (C) when required to do so
in  accordance  with  the provisions of any applicable requirement of law (and
shall  use  its  best  efforts to provide advance notice thereof to the extent
foreseeable  and  permitted);  (D)  to  the  extent  reasonably  required  in
connection with any litigation or proceeding to which the Agent, any Lender or
their  respective  affiliates  may  be  party;  (E)  to  the extent reasonably
required  in connection with the exercise of any remedy hereunder or under any
other  Loan  Document;  (F)  to  such  Agent's  or  such  Lender's independent
auditors,  accountants,  attorneys and other professional advisors; (G) to any
affiliate  of  the  Agent  or  such  Lender, or to any prospective Transferee,
provided  that  such  affiliate  or prospective Transferee agrees to keep such
information  confidential  to  the  same  extent required of the Agent and the
Lenders  hereunder  (and,  so  long  as  no Default shall have occurred and is
continuing, shall use its best efforts to provide advance notice thereof); and
(H)  as expressly permitted under the terms of any other document or agreement
regarding  confidentiality  to which the Company or any of its Subsidiaries is
party  or  is deemed party with such Agent or such Lender.   In any event, the
Agent and the Lenders may make disclosure reasonably required by a prospective
Transferee  in connection with the contemplated participation or assignment or
as  required  or  requested  by  any  Governmental Authority or representative
thereof  or pursuant to legal process and shall require any such Transferee or
prospective  Transferee to agree (and require any of its Transferees to agree)
to  comply  with this Section 12.4.  In no event shall the Agent or any Lender
                      ------------
be obligated or required to return any materials furnished by the Borrowers or
Subsidiary  Obligors;  provided, however, each prospective Transferee shall be
                       --------  -------
required  to  agree  that  if  it does not become a participant or assignee it
shall return all materials furnished to it by or on behalf of the Borrowers or
Subsidiary  Obligors  in  connection  with  this  Agreement.

     12.5    Dissemination  of  Information1.    Each  of  the  Borrowers  and
             -------------------------------
Subsidiary  Obligors  authorizes each Lender to disclose to any Participant or
Purchaser  or  any other Person acquiring an interest in the Loan Documents by
operation  of law (each a "TRANSFEREE") and any prospective Transferee any and
all  information  in  such  Lender's possession concerning the Company and its
Subsidiaries  and  the Collateral; provided that prior to any such disclosure,
                                   --------
such prospective Transferee shall agree to preserve in accordance with Section
                                                                       -------
12.4  the  confidentiality  of any confidential information described therein.
----


ARTICLE  XIII:    NOTICES
-------------------------

     13.1   Giving Notice.  Except as otherwise permitted by Section 2.11 with
            -------------                                    ------------
respect to borrowing notices, all notices and other communications provided to
any  party hereto under this Agreement or any other Loan Documents shall be in
writing or by facsimile and addressed or delivered to such party, with respect
to  any  Borrower  or  any  Subsidiary  Obligor, in care of the Company at the
address  set  forth  below,  and  for any other party at its address set forth
below  its  signature  hereto or at such other address as may be designated by
such  party  in  a  notice  to  the  other parties.  Any notice, if mailed and
properly  addressed with postage prepaid, shall be deemed given when received;
any  notice,  if  transmitted  by  facsimile,  shall  be  deemed  given  when
transmitted;  or,  if  by  courier,  one (1) Business Day after deposit with a
reputable  overnight  carrier services, with all charges paid.  Notices to any
Borrower  or  any  Subsidiary  Obligor  shall  be  addressed  as  follows:

Agribrands  International,  Inc.
     9811  South  Forty  Drive
St.  Louis,  Missouri  63124
Attention:  Mr.  David  Wenzel
         Chief  Financial  Officer
Phone:                    (314)812-0500
Facsimile:          (314)812-0403

     13.2   Change of Address.  Any of the Borrowers, Subsidiary Obligors, the
            -----------------
Agent and any Lender may each change the address for service of notice upon it
by  a  notice  in  writing  to  the  other  parties  hereto.


ARTICLE  XIV:    COUNTERPARTS
-----------------------------

     This  Agreement  and any amendments, waivers, consents or supplements may
be  executed  in any number of counterparts, all of which taken together shall
constitute  one  agreement,  and  any  of  the parties hereto may execute this
Agreement  by signing any such counterpart.  Delivery of an executed signature
page  hereof  or  thereof  by  facsimile  transmission  shall  be effective as
delivery  of a manually signed counterpart.  This Agreement shall be effective
when it has been executed by the Borrowers, the Subsidiary Obligors, the Agent
and  the  Lenders  and  each  party  as  notified  the  Agent  by facsimile or
telephone,  that  it  has  taken  such  action.

IN  WITNESS  WHEREOF,  the Borrowers, the Subsidiary Obligors, the Lenders and
the  Agent  have  executed  this Agreement as of the date first above written.


     AGRIBRANDS  INTERNATIONAL,  INC.
as  a  Borrower

     By:    /s/  Robert  W.  Rickert
   Name:    Robert  W.  Rickert
   Title:    Treasurer


AGRIBRANDS  CANADA,  INC.
     as  a  Borrower

     By:    /s/  Robert  W.  Rickert
     Name:      Robert  W.  Rickert
     Title:    Assistant  Treasurer


PURINA  ITALIA,  S.P.A.
     as  a  Borrower

     By:      /s/  Robert  W.  Rickert
     Name:      Robert  W.  Rickert
     Title:    Assistant  Treasurer


     PURINA  ESPANA,  S.A.
as  a  Borrower

     By:        /s/  Robert  W.  Rickert
     Name:      Robert  W.  Rickert
     Title:    Assistant  Treasurer


PURINA  HUNGARIA  ANIMAL  FEED  PRODUCTION  &  TRADING  COMPANY,  LTD.
     as  a  Borrower

     By:      /s/  Robert  W.  Rickert
     Name:  Robert  W.  Rickert
     Title:    Assistant  Treasurer


     PURINA  KOREA,  INC.
as  a  Borrower  and  Subsidiary  Obligor

     By:    /s/  Robert  W.  Rickert,  Jr.
     Name:  Robert  W.  Rickert,  Jr.
     Title:    Assistant  Treasurer


     INDUSTRIAS  PURINA  S.A.  DE  C.V.
as  a  Subsidiary  Obligor

     By:        /s/  Robert  W.  Rickert,  Jr.
     Name:      Robert  W.  Rickert,  Jr.
     Title:    Assistant  Treasurer


     PURINA  COLOMBIANA  S.A.
as  a  Subsidiary  Obligor

     By:        /s/  Robert  W.  Rickert,  Jr.
     Name:      Robert  W.  Rickert,  Jr.
     Title:    Assistant  Treasurer


     AGRIBRANDS  PURINA  DO  BRASIL,  LTDA.
as  a  Subsidiary  Obligor

     By:        /s/  Robert  W.  Rickert,  Jr.
     Name:      Robert  W.  Rickert,  Jr.
     Title:    Assistant  Treasurer


     PURINA  PHILIPPINES,  INC.
as  a  Subsidiary  Obligor

     By:        /s/  Robert  W.  Rickert,  Jr.
     Name:      Robert  W.  Rickert,  Jr.
     Title:    Assistant  Treasurer


     PURINA  VENEZUELA,  C.A.
as  a  Subsidiary  Obligor

     By:        /s/  Robert  W.  Rickert,  Jr.
     Name:      Robert  W.  Rickert,  Jr.
     Title:    Assistant  Treasurer

ABN  AMRO  BANK  N.V.
  as  the  Agent,  an  Issuing  Lender,
  and  as  a  Lender

     By:___________________________
   Name:
   Title:


     By:___________________________
   Name:
   Title:

     Notice  Address:
135  South  LaSalle  Street
Suite  600
Chicago,  Illinois    60670
     Attention:  ________________
Telephone  No.:    312/904-____
Facsimile  No.:  312/904-_____


     Payment  Address  for  Dollars:  Same  as  above.


     THE  FIRST  NATIONAL  BANK  OF  CHICAGO,
  as  a  Lender

     By:    /s/  William  J.  Oleferchik
   Name:    William  J.  Oleferchik
   Title:    Authorized  Agent

     Notice  Address:
The  First  National  Bank  of  Chicago
One  First  National  Plaza  Suite  0173,  1-14
Chicago,  IL    60670
     Attention:    William  Oleferchik
Telephone  No.:    (312)  732-2947
Facsimile  No.:    (312)  732-1117

     Payment  Address  for  Dollars:    Same  as  above.
THE  BANK  OF  NOVA  SCOTIA,
  as  Documentation  Agent  and  as  a  Lender

     By:    /s/  F.C.H.  Ashby
   Name:    F.C.H.  Ashby
   Title:    Senior  Manager  -  Loan  Operations

     Notice  Address:
The  Bank  of  Nova  Scotia  -  Atlanta  Agency
600  Peachtree  Street  NE  --  Suite  2700
Atlanta,  GA    30308
     Attention:    Mr.  George  Wong
Telephone  No.:    404-877-1556
Facsimile  No.:  404-888-8998

     Payment  Address  for  Dollars:    Same  as  above.
CREDIT  LYONNAIS,  CHICAGO  BRANCH.
  as  Syndication  Agent  and  as  a  Lender

     By:    /s/    Lee  E.  Greve
   Name:    Lee  E.  Greve
   Title:    First  Vice  President

     Notice  Address:
Credit  Lyonnais  Chicago  Branch
227  West  Monroe  Street,  38th  Floor
Chicago,  IL    60606
     Attention:      Mr.  Peter  Kelly
Telephone  No.:        (312)  220-7306
Facsimile  No.:  (312)  641-0527

     Payment  Address  for  Dollars:    Same  as  above.
BANQUE  NATIONALE  DE  PARIS,
  as  a  Lender

     By:    /s/  Arnaud  Collin  du  Bocage
   Name:    Arnaud  Collin  du  Bocage
   Title:    Executive  Vice  President  and  General  Manager

     Notice  Address:
209  South  LaSalle  Street
5th  Floor
Chicago,  IL    60604
     Attention:  Cathleen  F.  Schaede
Telephone  No.:    (312)  977-1384
Facsimile  No.:  (312)  977-1380

     Payment  Address  for  Dollars:    Same  as  above.
THE  BANK  OF  NOVA  SCOTIA,  SEOUL  BRANCH,
  as  a  Lender

     By:    /s/  C.D.  Morin
   Name:    C.D.  Morin
   Title:    Vice  President  and  Manager

     Notice  Address:
9th  Fl.,  KCCI  Bldg.,
#45,  4-ka,  Namdaemun-ro
Chung-ku,  Seoul,  Korea
     Attention:  C.D.  Morin
Telephone  No.:    02-757-7171
Facsimile  No.:  02-752-7189

     Payment  Address  for  Dollars:    Same  as  above.

<PAGE>


<TABLE>
<CAPTION>



     EXHIBIT  A
     TO
     SHORT  TERM  CREDIT  AGREEMENT



     COMMITMENTS





Lender                              Amount of Commitment   % of Aggregate Commitment
----------------------------------  ---------------------  --------------------------
<S>                                 <C>                    <C>

ABN AMRO Bank N.V. . . . . . . . .  $          15,000,000               27.272727273%



The Bank of Nova Scotia. . . . . .  $          13,750,000                         25%



Credit Lyonnais. . . . . . . . . .  $          13,750,000                         25%



The First National Bank of Chicago  $           7,500,000               13.636363636%



Banque Nationale de Paris. . . . .  $           5,000,000                 9.09090909%


TOTAL. . . . . . . . . . . . . . .  $          55,000,000                        100%
----------------------------------                                                   
</TABLE>






     EXHIBIT  B
     TO
     SHORT  TERM  CREDIT  AGREEMENT

     [RESERVED].


     EXHIBIT  C
     TO
     SHORT  TERM  CREDIT  AGREEMENT

     FORM  OF  COMPLIANCE  CERTIFICATE
     ---------------------------------

     Pursuant  to [Section 4.2] [Section 6.1(A)(iii)] of the Short Term Credit
                   -----------   -------------------
Agreement  (as  amended, modified, restated or supplemented from time to time,
the  "Credit  Agreement"),  dated  as  March 31, 1998, by and among Agribrands
International, Inc. (the "Company"), the Subsidiary Borrowers parties thereto,
the  Subsidiary Obligors parties thereto, the financial institutions from time
to  time party thereto (the "Lenders"), and ABN AMRO Bank N.V., as contractual
representative  for  itself  and  the  other Lenders, the Company, through its
___________________________,  hereby delivers to the Agent[, together with the
financial  statements  being delivered to the Agent pursuant to Section 6.1(A)
                                                                --------------
of the Credit Agreement,] this Compliance Certificate (the "Certificate") [for
the  accounting  period  from  ____________,  19__  to  ___________,  19__].
Capitalized  terms used herein shall have the meanings set forth in the Credit
Agreement.    Subsection references herein relate to subsections of the Credit
Agreement.

I.          MANDATORY  PREPAYMENTS  (Section  2.2(B))
                                     ---------------


A.          Section  2.2(B)
            ---------------

(1)        State whether the Dollar Amount of the Revolving Credit Obligations
exceeds  105%  of  the  Aggregate  Commitment.          Yes/No

(2)       If the answer to question (1) is yes, state the amount, if required,
of  any  mandatory  prepayment  on  Schedule  A.
                                    -----------


II.          FINANCIAL  COVENANTS

A.          MINIMUM  INTEREST  COVERAGE  RATIO  (Section  6.4(A))
                                                 ---------------

1.          EBITDA  (net  sales  -  cost  of  products  sold  -
selling,  general  and  administrative  expenses  +
     depreciation  +  amortization)  for  the  period
from  _______  to  ________                                       $___________

2.          Cash  Interest  Expense  (as  defined)  for  the  period
     from  _______  to  ________                                  $___________
     3.          "Interest  Coverage"  (Ratio  of  (1)  to  (2))        TO 1.0


B.          MAXIMUM  LEVERAGE  RATIO  (Section  6.4(B))
                                       ---------------

1.          Total  Debt  (as  defined)                            $___________

     2.          EBITDA  (as  determined  under  item  II(A)  above)
$___________

     3.          "Leverage  Ratio"  (Ratio  of  (1)  to  (2))           TO 1.0

C.          CAPITAL  EXPENDITURES  (Section  6.4(C)).
                                    ---------------

     State  whether  Capital  Expenditures  (as  defined)  was  less  than
or  equal  to  [$_______]  as  at  the  end  of  the  most  recently
completed  fiscal  year.                                                Yes/No
                                                                        ------

 D.          MINIMUM  CONSOLIDATED  NET  WORTH
     (Section  6.4(D)).
      ---------------

     State  whether  Consolidated  Net  Worth  (as  defined)
was  greater  than  [$________]  at  all  times  for  the  period
from  __________  to  __________                                        Yes/No
                                                                        ------


 E.          COUNTRY  DEBT  LIMITATIONS  (Section  6.4(E))
                                          ---------------
<TABLE>
<CAPTION>




1.  State whether the Borrowers or Subsidiary Obligors
    incurred Indebtedness under the Credit Agreement
    in excess of the maximum Dollar Amount set forth
    below:


    Borrower's or Subsidiary Obligor's
         Jurisdiction of Incorporation                                 Maximum Dollar Amount
    -----------------------------------------------------------------  ----------------------
<C>  <S>                                                                <C>


    Canada. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $            6,500,000
    -----------------------------------------------------------------  ----------------------

    United States . . . . . . . . . . . . . . . . . . . . . . . . . .  $            5,000,000
    -----------------------------------------------------------------  ----------------------

    Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $            4,000,000
                                                                       ----------------------

    Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $            2,500,000
                                                                       ----------------------

    Hungary . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $            2,000,000
    -----------------------------------------------------------------  ----------------------


    Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           15,000,000
    -----------------------------------------------------------------  ----------------------

    Mexico. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $            5,000,000
    -----------------------------------------------------------------  ----------------------

    Colombia. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $            5,000,000
                                                                       ----------------------

    Brazil. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $            5,000,000
                                                                       ----------------------

    Philippines . . . . . . . . . . . . . . . . . . . . . . . . . . .  $            2,500,000
                                                                       ----------------------

    Venezuela . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $            2,500,000
    -----------------------------------------------------------------  ----------------------
    Yes/No
    -----------------------------------------------------------------                        

2.    State whether (x) the ratio of (i) Total Debt (as defined,
    including Indebtedness owed to Affiliates but excluding
    Contingent Obligations in the form of standby Letters of Credit
    issued under the Credit Agreement for the account of such
    Subsidiary Borrower or Subsidiary Obligor for the benefit of
    domestic financial institutions as support for loans and advances
    made by such financial institutions to the applicable Subsidiary
    Borrower or Subsidiary Obligor to the extent any such loans or
    advances are outstanding) to (ii) EBITDA (as determined under
    item IIA above) for each of the Subsidiary Borrowers and
    Subsidiary Obligors (other than Purina Korea, Inc.) at any time
    exceeded 3.00 to 1.00 or (y) the ratio of (i) Total Debt (as
    defined, including Indebtedness owed to Affiliates but excluding
    Contingent Obligations in the form of standby Letters of Credit
    issued under the Credit Agreement for the account of Purina
    Korea, Inc. for the benefit of domestic financial institutions as
    support for loans and advances made by such financial
    institutions to Purina Korea, Inc. to the extent any such loans
    and advances are outstanding) to (ii) EBITDA (as determined
    under item IIA above) for Purina Korea, Inc. at any time
    exceeded 2.25 to 1.00.
</TABLE>



     Yes/No
     ------
     The  Company  hereby  certifies,  through its _________________, that the
information  set  forth  above is accurate as of _______________, ____, to the
best  of  such  officer's  knowledge,  after  diligent  inquiry,  and that the
financial  statements delivered herewith present fairly the financial position
of  the Company and its Subsidiaries at the dates indicated and the results of
their  operations  and  changes  in  their  financial position for the periods
indicated  in  conformity  with  Agreement Accounting Principles, consistently
applied.

Dated:    ______________,  ____


AGRIBRANDS  INTERNATIONAL,  INC.


     By:________________________________
   Name:
   Title:

     EXHIBIT  D
     TO
     SHORT  TERM  CREDIT  AGREEMENT

     FORM  OF  ASSIGNMENT  AND  ACCEPTANCE  AGREEMENT
     ------------------------------------------------

     FORM  OF  ASSIGNMENT  AGREEMENT

     This  Assignment  Agreement  (this  "ASSIGNMENT  AGREEMENT") between (the
ASSIGNOR)  and  (the "ASSIGNEE") is dated as of,.  The parties hereto agree as
follows:


     1.    PRELIMINARY  STATEMENT.    The  Assignor is a party to a Short Term
           ----------------------
Credit  Agreement  (which,  as  it  may  be  amended,  restated, supplemented,
modified,  renewed  or extended from time to time is herein called the "CREDIT
AGREEMENT")  described in Item 1 of Schedule 1 attached hereto ("SCHEDULE 1").
Capitalized  terms used herein and not otherwise defined herein shall have the
meanings  attributed  to  them  in  the  Credit  Agreement.


     2.   ASSIGNMENT AND ASSUMPTION.  The Assignor hereby sells and assigns to
          -------------------------
the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
an  interest  in and to the Assignor's rights and obligations under the Credit
Agreement  such that after giving effect to such assignment the Assignee shall
have  purchased  pursuant to this Assignment Agreement the percentage interest
specified  in  Item  3 of Schedule 1 of all outstanding rights and obligations
under  the  Credit  Agreement  relating  to the facilities listed in Item 3 of
Schedule  1 and the other Loan Documents.  The aggregate Commitment (or Loans,
if  the  applicable  Commitment has been terminated) purchased by the Assignee
hereunder  is  set  forth  in  Item  4  of  Schedule  1.


     3.       EFFECTIVE DATE.  The effective date of this Assignment Agreement
              --------------
(the  "EFFECTIVE  DATE") shall be the later of the date specified in Item 5 of
Schedule  1  or  two  Business  Days  (or such shorter period agreed to by the
Agent)  after  a  Notice of Assignment substantially in the form of Appendix I
                                                                    ----------
(attached  hereto) has been delivered to the Agent.  Such Notice of Assignment
must  include  the  consents, if any, required to be delivered to the Agent by
Section  12.3(A) of the Credit Agreement.  In no event will the Effective Date
  --------------
occur  if  the payments required to be made by the Assignee to the Assignor on
the  Effective Date under Sections 4 and 5 hereof are not made on the proposed
                          ----------------
Effective  Date.    The  Assignor  will  notify  the  Assignee of the proposed
Effective  Date no later than the Business Day prior to the proposed Effective
Date.    As  of the Effective Date, (i) the Assignee shall have the rights and
obligations  of  a  Lender under the Loan Documents with respect to the rights
and obligations assigned to the Assignee hereunder and (ii) the Assignor shall
relinquish its rights and be released from its corresponding obligations under
the  Loan Documents with respect to the rights and obligations assigned to the
Assignee  hereunder.


     4.   PAYMENTS OBLIGATIONS.  On and after the Effective Date, the Assignee
          --------------------
shall  be  entitled  to  receive  from  the  Agent  all payments of principal,
interest  and fees with respect to the interest assigned hereby.  The Assignee
shall  advance  funds  directly  to  the  Agent  with respect to all Loans and
reimbursement payments made on or after the Effective Date with respect to the
interest  assigned  hereby.   [In consideration for the sale and assignment of
Loans  hereunder,  (i)  the  Assignee shall pay the Assignor, on the Effective
Date,  an amount equal to the principal amount of the portion of all Base Rate
Loans  assigned  to  the  Assignee  hereunder  and  (ii)  with respect to each
Eurodollar  Loan  and Korean Eurodollar Loan made by the Assignor and assigned
to  the  Assignee hereunder which is outstanding on the Effective Date, (a) on
the  last  day  of  the  Interest  Period therefor or (b) on such earlier date
agreed  to  by  the  Assignor and the Assignee or (c) on the date on which any
such  Eurodollar  Loan  and  Korean  Eurodollar  Loan  either  becomes due (by
acceleration  or  otherwise)  or  is  prepaid  (the  date  as described in the
foregoing  clauses  (a),  (b)  or  (c)  being  hereinafter  referred to as the
           ------------   ---      ---
"PAYMENT  DATE"),  the  Assignee  shall  pay the Assignor in Dollars an amount
equal  to  the principal amount of the portion of such Eurodollar Rate Loan or
Korean  Eurodollar  Loan,  as  applicable,  assigned  to the Assignee which is
outstanding  on the Payment Date.  If the Assignor and the Assignee agree that
the  Payment  Date for such Eurodollar Loan or Korean Eurodollar Loan shall be
the  Effective  Date,  they shall agree to the interest rate applicable to the
portion of such Loan assigned hereunder for the period from the Effective Date
to  the end of the existing Interest Period applicable to such Eurodollar Rate
Loan  or  Korean Eurodollar Loan (the "AGREED INTEREST RATE") and any interest
received  by  the  Assignee  in  excess  of  the Agreed Interest Rate shall be
remitted  to  the  Assignor.    In  the event interest for the period from the
Effective  Date  to  but  not  including  the  Payment Date is not paid by the
applicable  Borrower  with respect to any Eurodollar Loan or Korean Eurodollar
Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to
the  Assignor  interest for such period on the portion of such Eurodollar Loan
or  Korean  Eurodollar  Loan sold by the Assignor to the Assignee hereunder at
the  applicable  rate  provided  by  the  Credit  Agreement.    In the event a
prepayment  of any Eurodollar Loan or Korean Eurodollar Loan which is existing
on  the  Payment  Date  and assigned by the Assignor to the Assignee hereunder
occurs  after  the  Payment  Date  but  before  the end of the Interest Period
applicable  to  such  Eurodollar  Loan or Korean Eurodollar Loan, the Assignee
shall  remit  to  the  Assignor the excess of the prepayment penalty paid with
respect  to  the  portion  of  such  Eurodollar Loan or Korean Eurodollar Loan
assigned  to the Assignee hereunder over the amount which would have been paid
if  such  prepayment penalty was calculated based on the Agreed Interest Rate.
The  Assignee  will  also  promptly  remit  to  the Assignor (i) any principal
payments  received  from  the Agent with respect to Eurodollar Loans or Korean
Eurodollar  Loan prior to the Payment Date and (ii) any amounts of interest on
Loans  and  fees  received  from  the Agent which relate to the portion of the
Loans  assigned  to  the Assignee hereunder for periods prior to the Effective
Date, in the case of Base Rate Loans or fees, or the Payment Date, in the case
of  Eurodollar Loans or Korean Eurodollar Loan, and not previously paid by the
Assignee to the Assignor.]  In the event that either party hereto receives any
payment  to  which  the  other  party hereto is entitled under this Assignment
Agreement, then the party receiving such amount shall promptly remit it to the
other  party  hereto.

     5.    FEES  PAYABLE  BY  THE  ASSIGNEE.    The [Assignee shall pay to the
           --------------------------------
Assignor  a  fee on each day on which a payment of interest or commitment fees
is made under the Credit Agreement with respect to the amounts assigned to the
Assignee  hereunder  (other  than a payment of interest or commitment fees for
the  period prior to the Effective Date or, in the case of Eurodollar Loans or
Korean  Eurodollar  Loan, the Payment Date, which the Assignee is obligated to
deliver to the Assignor pursuant to Section 4 hereof).  The amount of such fee
shall  be  the difference between (i) the interest or fee, as applicable, paid
with  respect  to  the amounts assigned to the Assignee hereunder and (ii) the
interest or fee, as applicable, which would have been paid with respect to the
amounts  assigned  to  the  Assignee hereunder if each interest rate was of 1%
less than the interest rate paid by the Borrowers or if the commitment fee was
___  of  1% less than the commitment fee paid by the Borrowers, as applicable.
In  addition,  the] [Assignee][Assignor] agrees to pay a $3,500 processing fee
required to be paid to the Agent in connection with this Assignment Agreement.


          6.    REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
                --------------------------------------------------------------
LIABILITY.    The  Assignor  represents  and warrants that it is the legal and
 --------
beneficial  owner of the interest being assigned by it hereunder and that such
 ---
interest  is  free and clear of any adverse claim created by the Assignor.  It
is understood and agreed that the assignment and assumption hereunder are made
without  recourse  to  the  Assignor  and  that  the  Assignor  makes no other
representation or warranty of any kind to the Assignee.  Neither the Assignor,
the  Agent,  nor  any  other  Lender,  nor  any  of  its  officers, directors,
employees, agents or attorneys shall be responsible for (i) the due execution,
legality, validity, enforceability, genuineness, sufficiency or collectability
of  any  Loan  Document,  including without limitation, documents granting the
Assignor,  Agent  and  the  other Lenders a security interest in assets of the
Company,  any  Subsidiary Borrower or any Subsidiary Obligor or any guarantor,
(ii)  any  representation, warranty or statement made in or in connection with
any  of  the Loan Documents, (iii) the financial condition or creditworthiness
of  the  Company,  any  Subsidiary  Borrower  or any Subsidiary Obligor or any
guarantor,  (iv)  the  performance  of  or compliance with any of the terms or
provisions  of  any of the Loan Documents, (v) inspecting any of the property,
books  or  records  of  the Company, any Subsidiary Borrower or any Subsidiary
Obligor,  (vi)  the validity, enforceability, perfection, priority, condition,
value  or  sufficiency  of any collateral securing or purporting to secure the
Loans  or  (vii) any mistake, error of judgment, or action taken or omitted to
be  taken  in  connection  with  the  Loans  or  the  Loan  Documents.


     7.       REPRESENTATIONS OF THE ASSIGNEE.  The Assignee (i) confirms that
              -------------------------------
it  has  received  a copy of the Credit Agreement, together with copies of the
financial  statements  requested  by the Assignee and such other documents and
information  as  it has deemed appropriate to make its own credit analysis and
decision  to  enter  into this Assignment Agreement, (ii) agrees that it will,
independently  and  without reliance upon the Agent, the Assignor or any other
Lender  and  based  on  such  documents  and  information  at  it  shall  deem
appropriate  at  the time, continue to make its own credit decisions in taking
or  not  taking action under the Loan Documents, (iii) appoints and authorizes
the  Agent to take such action as contractual representative on its behalf and
to exercise such powers under the Loan Documents as are delegated to the Agent
by  the  terms thereof, together with such powers as are reasonably incidental
thereto,  (iv)  agrees that it will perform in accordance with their terms all
of the obligations which by the terms of the Loan Documents are required to be
performed  by  it  as a Lender, including, without limitation, making Loans to
Purina Korea, Inc. in Korean Won, (v) agrees that its payment instructions and
notice  instructions  are  as  set forth in the attachment to Schedule 1, (vi)
confirms  that  none of the funds, monies, assets or other consideration being
used  to  make  the  purchase  and  assumption  hereunder are "plan assets" as
defined  under  ERISA and that its rights, benefits and interests in and under
the  Loan Documents will not be "plan assets" under ERISA, [and (vii) attaches
the  forms  prescribed  by  the  Internal Revenue Service of the United States
certifying  that  the  Assignee is entitled to receive payments under the Loan
Documents without deduction or withholding of any United States federal income
taxes].


     8.    INDEMNITY.   The Assignee agrees to indemnify and hold the Assignor
           ---------
harmless  against  any  and all losses, costs and expenses (including, without
limitation,  reasonable  attorneys'  fees)  and  liabilities  incurred  by the
Assignor  in  connection  with  or  arising  in any manner from the Assignee's
non-performance  of  the  obligations assumed under this Assignment Agreement.


     9.  SUBSEQUENT ASSIGNMENTS.  After the Effective Date, the Assignee shall
         ----------------------
have  the  right pursuant to Section 12.3(A) of the Credit Agreement to assign
                             ---------------
the  rights  which  are  assigned  to  the Assignee hereunder to any entity or
person,  provided that (i) any such subsequent assignment does not violate any
of  the  terms  and  conditions  of  the  Loan  Documents  or  any  law, rule,
regulation,  order,  writ, judgment, injunction or decree and that any consent
required  under  the  terms  of  the Loan Documents has been obtained and (ii)
unless  the prior written consent of the Assignor is obtained, the Assignee is
not  thereby  released  from its obligations to the Assignor hereunder, if any
remain  unsatisfied,  including,  without  limitation,  its  obligations under
[Sections  4,  5  and  8]  hereof.
     -------------------


     10.    REDUCTIONS  OF  AGGREGATE  COMMITMENT.    If  any reduction in the
            -------------------------------------
Aggregate  Commitment occurs between the date of this Assignment Agreement and
the  Effective Date, the percentage interest specified in Item 3 of Schedule 1
shall  remain  the same, but the dollar amount purchased shall be recalculated
based  on  the  reduced  Aggregate  Commitment.


     11.  ENTIRE AGREEMENT.  This Assignment Agreement and the attached Notice
          ----------------
of  Assignment  embody  the  entire  agreement  and  understanding between the
parties  hereto  and supersede all prior agreements and understandings between
the  parties  hereto  relating  to  the  subject  matter  hereof.


     12.    GOVERNING LAW.  This Assignment Agreement shall be governed by and
            -------------
interpreted  and enforced in accordance with the internal laws of the State of
Illinois.


     13.   NOTICES.  Notices shall be given under this Assignment Agreement in
           -------
the  manner  set  forth  in the Credit Agreement.  For the purpose hereof, the
addresses  of the parties hereto (until notice of a change is delivered) shall
be  the  address  set  forth  in  the  attachment  to  Schedule  1.

     IN  WITNESS  WHEREOF,  the  parties  hereto have executed this Assignment
Agreement  by  their  duly  authorized  officers  as  of  the date first above
written.

     [NAME  OF  ASSIGNOR]

     By:
  Name:
  Title

     [NAME  OF  ASSIGNEE]

     By:
  Name:
  Title
     SCHEDULE  1
     to  Assignment  Agreement

1.          Description  and  Date  of  Credit  Agreement:

SHORT  TERM  CREDIT  AGREEMENT  DATED  AS  OF  MARCH 31, 1998 AMONG AGRIBRANDS
INTERNATIONAL, INC. (THE "COMPANY"), THE SUBSIDIARY BORROWERS PARTIES THERETO,
THE  SUBSIDIARY  OBLIGORS  PARTIES THERETO, THE INSTITUTIONS FROM TIME TO TIME
PARTY  THERETO  AS  LENDERS  (THE  "LENDERS"),  AND  ABN  AMRO  BANK  N.V., AS
CONTRACTUAL  REPRESENTATIVE  ON  BEHALF  OF  THE  LENDERS.

2.          Date  of  Assignment  Agreement:,

3.          Amounts  to  be  Assigned  (As  of  Date  of  Item  2  above):

<TABLE>
<CAPTION>




<C>  <S>                                                    <C>
--    REVOLVING LOAN
    FACILITY
    -----------------------------------------------------   

    TOTAL OF COMMITMENTS (LOANS) UNDER THE CREDIT
    AGREEMENT . . . . . . . . . . . . . . . . . . . . . .  $
    -----------------------------------------------------  -

    ASSIGNEES PERCENTAGE OF FACILITY PURCHASED UNDER THE
    ASSIGNMENT AGREEMENT
       ___%
    -----------------------------------------------------   

    AMOUNT OF ASSIGNED SHARE OF FACILITY UNDER THE
    ASSIGNMENT AGREEMENT. . . . . . . . . . . . . . . . .  $

</TABLE>




4.          Assignee's  Aggregate  (Loan
     Amount)**    Commitment  Amount
 Purchased  Hereunder:                                        $

5.          Proposed  Effective  Date:                      _________ __, ____

     Accepted  and  Agreed:

[NAME  OF  ASSIGNOR]                    [NAME  OF  ASSIGNEE]

     By:          By:
  Name:                                  Name:
  Title:                                  Title:
     Attachment  to  SCHEDULE  1  to  ASSIGNMENT  AGREEMENT

     Attach  Assignor's  Administrative  Information  Sheet,  which  must
     include  notice  address  for  the  Assignor  and  the  Assignee

     APPENDIX  I
     to  Assignment  Agreement

     NOTICE
     OF  ASSIGNMENT
     --------------
APPENDIX  I     to Assignment Agreement     NOTICE     OF ASSIGNMENTAPPENDIX I
                                                       -------------
to  Assignment  Agreement          NOTICE     OF ASSIGNMENTI     to Assignment
                                              -------------
Agreement      NOTICE     OF ASSIGNMENT     to Assignment Agreement     NOTICE
                          -------------
OF  ASSIGNMENT
--------------

     ,  19

To:          ABN  AMRO  Bank  N.V.
     135  South  LaSalle  Street
Chicago,  Illinois    60674
Attention:  [_______]
Telephone  No.:  312/[________]
Facsimile  No.:  312/[________]

     AGRIBRANDS  INTERNATIONAL,  INC.
9811  South  Forty  Drive
St.  Louis,  Missouri  63124
Attention:    [_____________________]
Telephone  No.:    ___-___-____
Facsimile  No.:      ___-___-____



From:          [NAME  OF  ASSIGNOR]  (the  "Assignor")

     [NAME  OF  ASSIGNEE]  (the  "Assignee")

     1.          We  refer  to  that  Short Term Credit Agreement (the "Credit
Agreement")  described in Item 1 of Schedule 1 attached hereto ("Schedule 1").
Capitalized  terms used herein and not otherwise defined herein shall have the
meanings  attributed  to  them  in  the  Credit  Agreement.

     2.       This Notice of Assignment (this "Notice") is given and delivered
to  the  Agent  pursuant  to  Section  12.3(B)  of  the  Credit  Agreement.
                              ----------------

     3.          The Assignor and the Assignee have entered into an Assignment
Agreement,  dated as of, 19 (the "Assignment"), pursuant to which, among other
things,  the  Assignor  has  sold,  assigned, delegated and transferred to the
Assignee,  and  the  Assignee  has  purchased,  accepted  and assumed from the
Assignor  the  percentage  interest  specified  in Item 3 of Schedule 1 of all
outstandings,  rights  and  obligations under the Credit Agreement relating to
the  facilities  listed  in  Item  3 of Schedule 1.  The Effective Date of the
Assignment shall be the later of the date specified in Item 5 of Schedule 1 or
two  Business  Days  (or  such shorter period as agreed to by the Agent) after
this  Notice  of  Assignment  and  any  consents and fees required by Sections
                                                                      --------
12.3(A)  and 12.3(B) of the Credit Agreement have been delivered to the Agent,
     --      -------
provided  that  the  Effective Date shall not occur if any condition precedent
agreed  to  by  the  Assignor  and  the  Assignee  has  not  been  satisfied.

     4.     The Assignor and the Assignee hereby give to each Borrower and the
Subsidiary  Obligors  and  the  Agent  notice of the assignment and delegation
referred  to  herein.  The Assignor will confer with the Agent before the date
specified  in  Item  5  of Schedule 1 to determine if the Assignment Agreement
will  become  effective  on  such  date pursuant to Section 3 hereof, and will
confer  with  the  Agent to determine the Effective Date pursuant to Section 3
hereof  if  it  occurs thereafter.  The Assignor shall notify the Agent if the
Assignment  Agreement does not become effective on any proposed Effective Date
as  a  result  of the failure to satisfy the conditions precedent agreed to by
the  Assignor  and  the  Assignee.   At the request of the Agent, the Assignor
will give the Agent written confirmation of the satisfaction of the conditions
precedent.

     5.       The Assignor or the Assignee shall pay to the Agent on or before
the Effective Date the processing fee of $3,500 required by Section 12.3(B) of
                                                            ---------------
the  Credit  Agreement.

     6.     If notes evidencing the Borrowers' Obligations to the Assignor are
outstanding  on  the Effective Date, the Assignor and the Assignee request and
direct  that  the Agent prepare and cause the Borrowers to execute and deliver
new  notes  or,  as  appropriate,  replacements notes, to the Assignor and the
Assignee.  The Assignor and, if applicable, the Assignee each agree to deliver
to  the  Agent  the  original notes received by it from the Borrowers upon its
receipt  of  new  notes  in  the  appropriate  amount.

     7.          The  Assignee  advises  the  Agent  that  notice  and payment
instructions  are  set  forth  in  the  attachment  to  Schedule  1.

     8.          The  Assignee hereby represents and warrants that none of the
funds,  monies,  assets or other consideration being used to make the purchase
pursuant  to  the Assignment are "plan assets" as defined under ERISA and that
its  rights,  benefits, and interests in and under the Loan Documents will not
be  "plan  assets"  under  ERISA.

     9.          The  Assignee  authorizes the Agent to act as its contractual
representative  under the Loan Documents in accordance with the terms thereof.
The  Assignee  acknowledges  that  the Agent has no duty to supply information
with  respect to any Borrower, any Subsidiary Obligor or the Loan Documents to
the  Assignee  until  the  Assignee  becomes  a party to the Credit Agreement.

[NAME  OF  ASSIGNOR]                                        [NAME OF ASSIGNEE]

     By:                                        By:
  Name:                                                                  Name:
  Title:                                                                Title:


ACKNOWLEDGED  AND  CONSENTED  TO:


ABN  AMRO  BANK  N.V.,  as  Agent


By:
  Name:
  Title:


     [Attach  photocopy  of  Schedule  1  to  Assignment]





     EXHIBIT  E
     TO
     SHORT  TERM  CREDIT  AGREEMENT

     LIST  OF  CLOSING  DOCUMENTS
     ----------------------------

     [Attached]

     $110,000,000
     CREDIT  FACILITIES
     TO
     AGRIBRANDS  INTERNATIONAL,  INC.
                       and certain Subsidiaries thereof

                                March 31, 1998

                           LIST OF CLOSING DOCUMENTS
                           -------------------------


     A.    LOAN  AND  SECURITY  DOCUMENTS
           ------------------------------

          Credit  Agreement  ("Short  Term Credit Agreement") among Agribrands
International,  Inc.,  a  Missouri corporation (the "Company"), the Subsidiary
Borrowers  parties  thereto,  the  Subsidiary  Obligors  parties  thereto, the
financial  institutions  from  time  to  time party thereto (collectively, the
"Lenders")  and  ABN  AMRO  Bank  N.V.,  in  its  capacity  as  contractual
representative (the "Agent") for the Lenders, evidencing a 364-day $55,000,000
revolving  credit  facility  to  the Company, the Subsidiary Borrowers and the
Subsidiary  Obligors  from  the  Lenders.

          Credit  Agreement  ("Long Term Credit Agreement", and, together with
the  Short  Term Credit Agreement, the "Credit Agreements") among the Company,
the  Subsidiary  Borrowers  parties  thereto,  the Subsidiary Obligors parties
thereto,  the  Lenders  and  the  Agent,  evidencing  a three-year $55,000,000
revolving  credit  facility  to  the Company, the Subsidiary Borrowers and the
Subsidiary  Obligors  from  the  Lenders.

          Pledge  Agreements  from  the  Company  to  the Agent evidencing the
Borrower's  pledge  of  (i) 65% of the Capital Stock of each of the Subsidiary
Borrowers  and  Subsidiary Obligors as security for the Obligations under each
of  the  Credit  Agreements  and (ii) 100% of the Capital Stock of each of the
Subsidiary  Borrowers  and Subsidiary Obligors as security for the Obligations
under  each  of  the  Credit  Agreements of the other Subsidiary Borrowers and
Subsidiary  Obligors  and (iii) 100% of the Capital Stock of AgriInternational
Holdings,  Inc.,  a  Delaware  corporation  ("Holdings")  as  security for the
Obligations  under  each  of  the  Credit  Agreements,  together  with  STOCK
CERTIFICATES  and  stock  powers  duly  executed  in  blank.

          Guarantee executed by the Company in favor of the Agent, guarantying
all  of  the  Obligations  of  each of the Subsidiary Borrowers and Subsidiary
Obligors  under  the  Credit  Agreements.

          Guarantee  executed  by  Holdings in favor of the Agent, guarantying
all  of  the  Obligations  under  the  Credit  Agreement.

          Guarantee executed by each of the Subsidiaries of the Company listed
on Appendix A hereto in favor of the Agent, guarantying all of the Obligations
of  each  of  the other Subsidiary Borrowers and Subsidiary Obligors under the
Credit  Agreements.

          Contribution  Agreement  executed by each of the Subsidiaries of the
Company  listed  on  Appendix  A  hereto.


          B.    CORPORATE  DOCUMENTS
                --------------------

          Certificate  of  the  Secretary  of  the  Company  certifying  (i)
resolutions of the Board of Directors of the Company approving and authorizing
the  execution,  delivery  and  performance  of each document to which it is a
party,  (ii)  that there have been no changes in the Articles of Incorporation
of  the Company since the date of the most recent certification thereof by the
Secretary  of  State  of  Missouri delivered to the Agent, (iii) the names and
true  signatures  of  the incumbent officers of the Company authorized to sign
the  documents to which it is a party, and (iv) the By-laws (attached thereto)
of  the  Company  as  in  effect  on  the  date  of  such  certification.

          Articles  of Incorporation of the Company certified by the Secretary
of  State  of  Missouri.

          Good  Standing  Certificate  for the Company from the offices of the
Secretary  of  State  of  Missouri.

          Certificate  of  the  Secretary  of  each of the Subsidiaries of the
Company  listed  on  Appendix  A  hereto  certifying  (i)  resolutions  of the
governing  board  of  each  such  Subsidiary  approving  and  authorizing  the
execution,  delivery  and performance of each document to which it is a party,
(ii)  that  there  have been no changes in the constitutive agreements of such
Subsidiary  since  the  date  of  the most recent certification thereof by the
appropriate  Governmental  Authority  of  its  jurisdiction  of  incorporation
delivered  to  the Agent, (iii) the names and true signatures of the incumbent
officers  of such Subsidiary authorized to sign the documents to which it is a
party, and (iv) the by-laws (attached thereto) of such Subsidiary as in effect
on  the  date  of  such  certification.

          Constitutive  Agreements of each Subsidiary of the Company listed on
Appendix  A  hereto certified by the appropriate Governmental Authority of its
respective  jurisdiction  of  incorporation.



          C.  LEGAL  OPINIONS
              ---------------

          Opinion  of  U.S.  counsel to the Borrowers and Holdings in form and
substance  satisfactory  to  the  Agent:    Bryan  Cave  L.L.P.

          Opinion  of foreign counsel to the Borrowers and Subsidiary Obligors
in  form and substance satisfactory to the Agent  in each of the jurisdictions
indicated  below:

     a.          Siskind  Cromarty,  Ivey  &  Dowler                  [CANADA]

     b.          Pavia  E.  Ansaldo                                    [ITALY]

     c.          Price  Waterhouse,  Edifici  Caga  De  Madrid         [SPAIN]

     d.          Burai-Kovacs  &  Partners                           [HUNGARY]

     e.          Kim  &  Chang                                         [KOREA]

     f.          Creel,  Garcia-Cuellar  Y  Muggenburg                [MEXICO]

     g.          Cardenas  &  Cardenas                              [COLUMBIA]

     h.          Demarest  E.  Almeida                                [BRAZIL]

     i.          Platon,  Martinez,  San Pedro & Leano          [PHILLIPPINES]

     j.          Torres  Plaz  &  Araujo                           [VENEZUELA]


          D.  CLOSING  CERTIFICATES  AND  MISCELLANEOUS
              -----------------------------------------

          Pledged  Account  Agreement  in  respect  of  the  Company's  cash
collateral  account,  executed  by each of the Company, the Agent and ABN Amro
Bank  N.V.

          Notice  of  Borrowing.

          Officer's  No-Default  Certificate.



     E.  POST-  CLOSING  ITEMS
         ---------------------
     APPENDIX  A

     LIST  OF  SUBSIDIARIES
     ----------------------


AgriInternational  Holdings,  Inc.,  a  Delaware  corporation

Agribrands  Canada, Inc., a company organized under the federal laws of Canada

Purina  Italia,  S.p.A.,  a  company  organized  under  the  laws  of  Italy

Purina  Espana,  S.A.,  a  company  organized  under  the  laws  of  Spain

Purina  Hungaria  Animal  Feed  Production  & Trading Company, Ltd., a company
organized  under  the  laws  of  Hungary

Purina  Korea, Inc., a corporation organized under the laws of the Republic of
Korea

Industrias  Purina  S.A. de C.V., a company organized under the laws of Mexico

Purina  Colombiana  S.A.,  a  company  organized  under  the  laws of Colombia

Agribrands  Purina  do  Brasil,  Ltda.,  a company organized under the laws of
Brazil

Purina  Philippines,  Inc.,  a  corporation  organized  under  the laws of the
Philippines

Purina  de  Venezuela,  C.A.,  a company organized under the laws of Venezuela



     EXHIBIT  F
     TO
     SHORT  TERM  CREDIT  AGREEMENT


     Form  of  Officer's  Certificate
     --------------------------------

      OFFICER'S  CERTIFICATE


     I,  the  undersigned,  hereby  certify  that  I  am  the  of  Agribrands
International,  Inc., a corporation duly organized and existing under the laws
of  the  State of Delaware (the "Company").  Capitalized terms used herein and
not  otherwise defined herein are as defined in that certain Short Term Credit
Agreement  dated  as  of  March  31,  1998,  among the Company, the Subsidiary
Borrowers  parties  thereto,  the  Subsidiary  Obligors  parties  thereto, the
financial  institutions  from  time  to  time  parties thereto as lenders (the
"Lenders"),  ABN AMRO Bank N.V., in its capacity as contractual representative
for  itself  and  the  other  Lenders  (the  "Agent")  (as  amended, restated,
supplemented  or  modified  from  time  to  time,  the  "Credit  Agreement").

     I  further  certify on behalf of the Company, that as of the date hereof,
to the best of my knowledge, after diligent inquiry of all relevant persons at
the  Company  and  its Subsidiaries, (i) the representations and warranties of
the Borrowers and the Subsidiary Obligors contained in Article V of the Credit
                                                       ---------
Agreement  shall  have  been  true  and correct at all times during the period
commencing on __________, 19__ and ending on _____________, 19__ and as of the
date  of  this Officer's Certificate and (ii) as of the date of this Officer's
Certificate  no  Default or Unmatured Default exists [other than the following
(describe  the  nature  of  the  Default  or  Unmatured Default and the status
thereof)].

     IN  WITNESS  WHEREOF, I hereby subscribe my name on behalf of the Company
on  this  ____  day  of  ___________,  ____.


     ____________________________
[Insert  Name  of  Officer]


     EXHIBIT  G
     TO
     SHORT  TERM  CREDIT  AGREEMENT


     Financial  Statements


     [Attached].


     EXHIBIT  H
     TO
     CREDIT  AGREEMENT

     FORM  OF  REQUEST  FOR  LETTER  OF  CREDIT
     ------------------------------------------



TO:           INSERT NAME OF ISSUING BANK., an Issuing Bank under that certain
Short  Term  Credit  Agreement  dated  as  of  March  31,  1998  (the  "Credit
Agreement")  by  and among Agribrands International, Inc. (the "Company"), the
Subsidiary Borrowers parties thereto, the Subsidiary Obligors parties thereto,
the  financial institutions from time to time parties thereto (the "Lenders"),
and  ABN  AMRO  Bank N.V., as contractual representative (the "Agent") for the
Lenders  (such  Credit  Agreement,  as  the  same  may  be  amended, restated,
supplemented  or otherwise modified from time to time, the "Credit Agreement")
and


     ABN  AMRO  BANK  N.V.,  as  Agent
135  South  LaSalle  Street,  Suite  425
Chicago,  IL  60603
Attn:  [________]
Telecopier:    312-[_______]
Confirmation:    312-[______]


     Pursuant  to Section 2.16 of the Credit Agreement, the undersigned hereby
gives  to  the Issuing Bank a request for issuance of a [standby] [commercial]
Letter of Credit on behalf of the undersigned for the benefit ofINSERT NAME OF
BENEFICIARY.,  in  the  amount  of  [US $] [_____________ Korean Won], with an
effective  date  of  ___________________,  ____  (the "Effective Date") and an
expiry date of ___________, ____.  [Provide description of documents and terms
in  connection  with  commercial  Letter  of  Credit].

     The  undersigned  hereby  certifies  that  (i)  the  representations  and
warranties  of  the undersigned contained in Article V of the Credit Agreement
are  and  shall  be true and correct in all material respects on and as of the
date  hereof and on and as of the Effective Date; (ii) no Default or Unmatured
Default  has occurred and is continuing on the date hereof or on the Effective
Date  or  will  result from the issuance of the proposed Letter of Credit; and
(iii)  the  conditions  set  forth  in  Sections  2.16  and  4.2 of the Credit
Agreement  have  been  satisfied.

     Unless  otherwise  defined  herein, terms defined in the Credit Agreement
shall  have  the  same  meanings  in  this  Request  for  Letter  of  Credit.






     Dated:,

     [______________________]



     By:
    Name:
    Title:
     EXHIBIT  I
     TO
     CREDIT  AGREEMENT

                           FORM OF LETTER OF CREDIT
                           ------------------------


[BENEFICIARY]
________________
________________

     Re:          Irrevocable  Letter  of  Credit  No.,  dated  __________.

Dear  [BENEFICIARY]:

     [_______________________]  (the  "Issuer") hereby issues in favor of you,
[_______________],  this irrevocable letter of credit ("Letter of Credit") for
an amount (the "Maximum Amount") of [U.S. $____________][______________ Korean
Won],  effective  immediately,  which  Maximum  Amount  will be reduced by the
amount  of  any  payments  made  hereunder.   Reference is hereby made to that
certain  Short Term Credit Agreement, dated as of March 31, 1998, by and among
Agribrands  International,  Inc.,  a Missouri corporation (the "Company"), the
Subsidiary Borrowers parties thereto, the Subsidiary Obligors parties thereto,
the  financial institutions from time to time parties thereto (the "Lenders"),
and  ABN AMRO Bank N.V., as contractual representative (the "Agent") on behalf
of  the Lenders (as amended, restated, supplemented or otherwise modified from
time  to time, the "Credit Agreement").  Capitalized terms used herein without
definition  shall  have  the  meanings  set  forth  in  the  Credit Agreement.

     The  Issuer  will honor one or more of your drafts drawn on the Issuer in
accordance  with  the terms set forth herein in an amount not in excess of the
Maximum  Amount  upon  presentation  prior to the Termination Date (as defined
below)  of  [(a)  a  draft in the form of Exhibit I attached hereto and made a
                                          ---------
part  hereof,  executed  by  you and (b) the original of this Letter of Credit
[and  (c) _______________________________________________]] [your tested telex
stating  the  drawing amount and certifying that the amount claimed represents
amounts  past  due  and  outstanding  under  the  facility  granted  by you to
[________________]].

     Multiple  drafts may be drawn under this Letter of Credit but the Maximum
Amount  of  this Letter of Credit will be permanently reduced by the amount of
any such draft.  Presentation of the documents required for payment under this
Letter of Credit may be made by you prior to the expiration hereof at any time
during  the  Issuer's  business  hours  at  [_____________________________].
Provided  that  such  documents  and  your presentation thereof conform to the
terms  and  conditions  hereof,  payment  shall  be  made to you of the amount
demanded,  in  immediately available funds, not later than 3:00 p.m. (New York
time)  three  (3)  business  days  following  the  presentment of the required
documents.    If  a  demand for payment made by you hereunder does not, in any
instance,  conform  to  the terms and conditions of this Letter of Credit, the
Issuer  shall  give  you  prompt notice that the purported negotiation was not
effected in accordance with the terms and conditions of this Letter of Credit,
stating  the  reasons therefor and that the Issuer is holding any documents at
your  disposal or is returning the same to you, as the Issuer may elect.  Upon
being  notified  that  the proposed negotiation was not effected in accordance
with this Letter of Credit, you may attempt to correct any such non-conforming
demand  for  payment,  if,  and  to  the  extent  that, you are able to do so,
provided  that  any re-submission of documents shall be made not less than two
(2)  business  days  prior  to  the  expiration  hereof.

     This  Letter  of  Credit  shall  expire  at  5:00 p.m. (New York time) on
[______________]  the  "Termination  Date").

     This  Letter  of  Credit  is  subject  to the terms and conditions of the
Uniform  Customs  and  Practice  for  Documentary  Credits  (1993  Revision)
International  Chamber  of Commerce Publication No. 500, as amended or revised
from  time  to  time  ("Uniform  Customs"), such amendments or revisions to be
controlling  herein  as  of  the  official  date  of the effectiveness of such
amendments  or  revisions,  as  announced  by  the  International  Chamber  of
Commerce.    As  to matters not governed by the Uniform Customs, the Letter of
Credit  shall  be  deemed to be a contract made under the laws of the State of
New  York  and  shall be governed and construed in accordance with the laws of
the  State of New York.  This Letter of Credit is not transferable in whole or
in  part.

     We  undertake  that your drafts drawn and presented on or before the time
of  expiration  of  this Letter of Credit in conformity with the terms of this
Letter of Credit will be duly honored.  Each draft must be marked "Drawn under
Irrevocable  Letter  of  Credit  No.,  dated  [______________].
     Very  truly  yours,

[______________________________]


     By:    ____________________
  Name:
  Title:
     EXHIBIT  "I"
     to
     IRREVOCABLE  LETTER  OF  CREDIT  NO.
     Dated  as  of  [_____________]


     SIGHT  DRAFT
     ------------


     [DATE]

To:          [ISSUER  and  ISSUER's  Address]
     Attention:


From:          [BENEFICIARY]

     Upon  sight  hereof, pay to the order of [__________________], the amount
of  [U.S.  $_____________][___________  Korean  Won]  in immediately available
funds,  by  remitting  said  amount  to  his  account  number  ___________  at
______________________________,  which  amount is now due and payable by [NAME
OF  BORROWER  OR SUBSIDIARY OBLIGOR] to the undersigned and has not been paid.
This  draft  is  drawn  under  Irrevocable  Letter  of  Credit  No.,  dated
[______________________].




(Name)


rset2Food

  Each  Assignor  may  insert  its  standard payment provisions in lieu of the
payment  terms  included  in  this  Exhibit.
  Assignor  and  Assignee  to  insert  applicable  payment  terms.
  To  be  inserted  if  the Assignee is not incorporated under the laws of the
United  States,  or  a  state  thereof.
  Amounts  to  be  described  in  Dollars  or  Korean  Won,  as  applicable.
  Capitalized terms used herein and not defined herein shall have the meanings
assigned  to such terms in the Credit Agreement.  Bold/italicized documents to
be  prepared  and/or  provided  by  the  Borrower  and/or  Borrower's Counsel.