<PAGE>
EXHIBIT 10.1

                                                                  EXECUTION COPY



                                  $275,000,000
                                CREDIT AGREEMENT
                                      AMONG
                             RALCORP HOLDINGS, INC.
                                  as Borrower,
                            THE LENDERS NAMED HEREIN,
                                  BANK ONE, NA,
                            as Administrative Agent,
                              WACHOVIA BANK, N.A.,
                              as Syndication Agent,

                                       and

                                  FIRSTAR BANK,
                                 PNC BANK, N.A.
                                       and
                                 SUNTRUST BANK,
                             as Documentation Agents

                                   DATED AS OF
                                October 16, 2001




                         BANC ONE CAPITAL MARKETS, INC.
                                       and
                            WACHOVIA SECURITIES, INC.
                              as Co-Lead Arrangers


<PAGE>
                                TABLE OF CONTENTS
                                -----------------


ARTICLE  I     DEFINITIONS                                                     1
ARTICLE  II     THE  FACILITY                                                 18
2.1.     The  Facility.                                                       18
2.2.     Ratable  Advances.                                                   19
2.3.     Competitive  Bid  Advances.                                          21
2.4.     Swing  Line  Loans.                                                  24
2.5.     Availability  of  Funds.                                             27
2.6.     Commitment Fee; Reductions and Increases in Aggregate Commitment.    27
2.7.     Minimum  Amount  of  Each  Ratable  Advance                          28
2.8.     Optional  Principal  Payments                                        28
2.9.     Changes  in  Interest  Rate,  etc.                                   28
2.10.    Rates  Applicable  After  Default                                    28
2.11.    Method  of  Payment                                                  29
2.12.    Notes;  Telephonic  Notices                                          29
2.13.    Interest  Payment  Dates;  Interest  and  Fee  Basis                 29
2.14.    Notification of Advances, Interest Rates, Prepayments, Commitment
         Reductions  and  Issuance  Requests                                  30
2.15.    Lending  Installations                                               30
2.16.    Non-Receipt  of  Funds  by  the  Administrative  Agent               31
2.17.    Taxes.                                                               31
2.18.    Administrative  Agent's  Fees                                        32
2.19.    Facility  Letters  of  Credit.                                       32
2.20.    Extension  of  Facility  Termination  Date                           36
ARTICLE  III     CHANGE  IN  CIRCUMSTANCES                                    37
3.1.     Yield  Protection                                                    37
3.2.     Changes  in  Capital  Adequacy  Regulations                          38
3.3.     Availability  of  Types  of  Advances                                38
3.4.     Funding  Indemnification                                             39
3.5.     Lender  Statements;  Survival  of  Indemnity.                        39
ARTICLE  IV     CONDITIONS  PRECEDENT                                         39
4.1.     Initial  Loans  and  Facility  Letters  of  Credit                   39
4.2.     Each  Future  Advance  and  Facility  Letter  of  Credit             41
ARTICLE  V     REPRESENTATIONS  AND  WARRANTIES                               41
5.1.     Corporate  Existence  and  Standing                                  42
5.2.     Authorization  and  Validity                                         42
5.3.     Compliance  with  Laws  and  Contracts                               42
5.4.     Governmental  Consents                                               43
5.5.     Financial  Statements                                                43
5.6.     Material  Adverse  Change                                            43
5.7.     Taxes                                                                43
5.8.     Litigation  and  Contingent  Obligations                             43
5.9.     Subsidiaries  and  Capitalization                                    44
5.10.    ERISA                                                                44
5.11.    Defaults                                                             44
5.12.    Federal  Reserve  Regulations                                        45
5.13.    Investment  Company;  Public  Utility  Holding  Company  Act         45
5.14.    Certain  Fees                                                        45
5.15.    Solvency                                                             45
5.16.    Ownership  of  Properties                                            45
5.17.    Indebtedness                                                         46
5.18.    Subordinated  Indebtedness                                           46
5.19.    Employee  Controversies                                              46
5.20.    Material  Agreements                                                 46
5.21.    Environmental  Laws                                                  46
5.22.    Insurance                                                            46
5.23.    Disclosure                                                           47
ARTICLE  VI     COVENANTS                                                     47
6.1.     Financial  Reporting                                                 47
6.2.     Use  of  Proceeds                                                    49
6.3.     Notice  of  Default                                                  49
6.4.     Conduct  of  Business                                                49
6.5.     Taxes                                                                49

<PAGE>

6.6.     Insurance                                                            49
6.7.     Compliance  with  Laws                                               49
6.8.     Maintenance  of  Properties                                          49
6.9.     Inspection                                                           50
6.10.    Capital  Stock  and  Dividends                                       50
6.11.    Indebtedness                                                         50
6.12.    Merger                                                               50
6.13.    Sale  of  Assets                                                     51
6.14.    Sale  of  Accounts                                                   51
6.15.    Investments  and  Purchases                                          51
6.16.    Contingent  Obligations                                              53
6.17.    Liens                                                                53
6.18.    Lease  Rentals                                                       54
6.19.    Affiliates                                                           54
6.20.    Subordinated  Indebtedness;  Other  Indebtedness                     54
6.21.    Environmental  Matters                                               54
6.22.    Change  in  Corporate  Structure;  Fiscal  Year                      54
6.23.    Inconsistent  Agreements                                             54
6.24.    Financial  Covenants                                                 55
6.25.    ERISA  Compliance.                                                   55
6.26.    Material  Subsidiaries                                               56
ARTICLE  VII   DEFAULTS                                                       56
ARTICLE  VIII  ACCELERATION,  WAIVERS,  AMENDMENTS  AND  REMEDIES             58
8.1.     Acceleration                                                         58
8.2.     Amendments                                                           59
8.3.     Preservation  of  Rights                                             59
ARTICLE  IX    GENERAL  PROVISIONS                                            60
9.1.     Survival  of  Representations                                        60
9.2.     Governmental  Regulation                                             60
9.3.     Taxes                                                                60
9.4.     Headings                                                             60
9.5.     Entire  Agreement                                                    60
9.6.     Several  Obligations;  Benefits  of  this  Agreement                 60
9.7.     Expenses;  Indemnification                                           60
9.8.     Numbers  of  Documents                                               61
9.9.     Accounting                                                           61
9.10.    Severability  of  Provisions                                         61
9.11.    Nonliability  of  Lenders                                            61
9.12.    CHOICE  OF  LAW                                                      62
9.13.    CONSENT  TO  JURISDICTION                                            62
9.14.    WAIVER  OF  JURY  TRIAL                                              62
9.15.    Disclosure                                                           63
9.16.    Counterparts                                                         63
9.17.    Confidentiality                                                      63
ARTICLE  X   THE  ADMINISTRATIVE  AGENT                                       64
10.1.    Appointment                                                          64
10.2.    Powers                                                               64
10.3.    General  Immunity                                                    64
10.4.    No  Responsibility  for  Loans,  Recitals,  etc                      64
10.5.    Action  on  Instructions  of  Lenders                                64
10.6.    Employment  of  Administrative  Agents  and  Counsel                 65
10.7.    Reliance  on  Documents;  Counsel                                    65
10.8.    Administrative  Agent's  Reimbursement  and  Indemnification         65
10.9.    Notice  of  Default                                                  65
10.10.   Rights  as  a  Lender                                                65
10.11.   Lender  Credit  Decision                                             66
10.12.   Successor  Administrative  Agent                                     67
10.13.   Syndication  Administrative  Agent                                   67
ARTICLE  XI     SETOFF;  RATABLE  PAYMENTS                                    67
11.1.    Setoff                                                               67
11.2.    Ratable  Payments                                                    68
ARTICLE  XII    BENEFIT  OF  AGREEMENT;  ASSIGNMENTS;  PARTICIPATIONS         68
12.1.    Successors  and  Assigns                                             68
12.2.    Participations.                                                      68
12.3.    Assignments.                                                         69
12.4.    Dissemination  of  Information                                       70
12.5.    Tax  Treatment                                                       70
ARTICLE  XIII  NOTICES                                                        70
13.1.    Giving  Notice                                                       70
13.2.    Change  of  Address                                                  70



<PAGE>

                                    EXHIBITS
                                    --------

Exhibit  A     -     Note (Ratable Loan)
Exhibit  B     -     Note (Competitive Bid Loan)
Exhibit  C     -     Competitive Bid Quote Request
Exhibit  D     -     Invitation for Competitive Bid Quotes
Exhibit  E     -     Competitive Bid Quote
Exhibit  F     -     Note (Swing Line Loan)
Exhibit  G     -     Compliance Certificate
Exhibit  H     -     Assignment Agreement
Exhibit  I     -     Form of General Counsel Opinion


                                    SCHEDULES
                                    ---------

Schedule  1        -     Commitments
Schedule  5.8      -     Material Contingent Obligations
Schedule  5.9      -     Subsidiaries and Capitalization
Schedule  5.10     -     ERISA
Schedule  5.14     -     Brokers' Fees
Schedule  5.16     -     Properties
Schedule  5.17     -     Indebtedness
Schedule  6.15     -     Investments
Schedule  6.17     -     Liens


<PAGE>

                                CREDIT AGREEMENT

     This  Credit  Agreement,  dated  as  of  October 16, 2001, is among RALCORP
HOLDINGS,  INC.,  a  Missouri corporation, the Lenders, BANK ONE, NA, a national
banking  association  having  its  principal  office  in  Chicago,  Illinois,
individually  and as Administrative Agent, WACHOVIA BANK, N.A., individually and
as  Syndication  Agent,  FIRSTAR  BANK,  N.A., individually and as Documentation
Agent,  PNC  BANK,  N.A.,  individually and as Documentation Agent, and SUNTRUST
BANK,  as  Documentation  Agent.

                                R E C I T A L S:
                                - - - - - - - -

     A.     The  Borrower  has  requested  that  the  Lenders  make  financial
accommodations  to  it in an initial aggregate principal amount of $275,000,000,
the  proceeds of which the Borrower will use for the (i) general corporate needs
of  the Borrower and its Subsidiaries, (ii) working capital for the Borrower and
its  Subsidiaries,  and  (iii)  non-hostile  acquisitions  by  the  Borrower.

     B.  The  Lenders are willing to extend such financial accommodations on the
terms  and  conditions  set  forth  herein.

     NOW,  THEREFORE,  in consideration of the mutual covenants and undertakings
herein contained, and for other good and valuable consideration, the receipt and
sufficiency  of which are hereby acknowledged, the Borrower, the Lenders and the
Administrative  Agent  hereby  agree  as  follows:

                                    ARTICLE  I

                                   DEFINITIONS
                                   -----------

As  used  in  this  Agreement:

"Absolute  Rate"  means,  with  respect  to  an  Absolute  Rate  Loan  made by a
given  Lender  for  the  relevant  Absolute  Rate  Interest  Period, the rate of
interest  per  annum (rounded to the nearest 1/100 of 1%) offered by such Lender
and  accepted  by  the  Borrower.

"Absolute  Rate Advance" means a borrowing hereunder consisting of the aggregate
amount  of the several Absolute Rate Loans made by some or all of the Lenders to
the  Borrower  at  the  same  time  and  for  the  same  Interest  Period.

"Absolute  Rate  Auction" means a solicitation of Competitive Bid Quotes setting
forth  Absolute  Rates  pursuant  to  Section  2.3.
                                      ------------

"Absolute Rate Interest Period" means, with respect to an Absolute Rate Advance,
a  period of not less than 7 and not more than 180 days commencing on a Business
Day  selected by the Borrower pursuant to this Agreement.  If such Absolute Rate
Interest  Period  would  end on a day which is not a Business Day, such Absolute
Rate  Interest  Period  shall  end  on  the  next  succeeding  Business  Day.

"Absolute  Rate  Loan"  means  a Loan which bears interest at the Absolute Rate.

"Accounts  Receivable  Financing  Program"  means  a  program  of  sales  or
securitization of, or transfers of interests in, accounts receivable and related
contract  rights  ("Receivables") by the Borrower or any Subsidiary on a limited
                    -----------
recourse basis pursuant to which the aggregate amount of financing thereunder at
any  time  outstanding  shall not exceed 15% of the total assets of the Borrower
and  its  Subsidiaries,  provided that such sale or transfer qualifies as a sale
under  Agreement  Accounting  Principles.


<PAGE>

"Adjusted  EBITDA"  means, for any applicable computation period, the sum of (a)
EBIT  for such period plus (b) the Borrower's and Subsidiaries' amortization and
                      ----
depreciation  deducted  in  determining  Net  Income  for such period; provided,
                                                                       --------
however,  that  (i)  Adjusted EBITDA shall be calculated giving pro forma effect
-------
for  any Permitted Purchase during such period as though such Permitted Purchase
occurred  on  the  first  day  of  such  period,  and (ii) in the event that the
Borrower  sells or otherwise disposes of all or any portion of the capital stock
of  Vail  Resorts,  Inc.  during  such  period,  then  Adjusted  EBITDA shall be
calculated  by subtracting (adding) all equity earnings (losses) attributable to
such  divested  interest  for  such  period.

"Adjusted  Net Income" means, for any computation period (a) Net Income for such
period,  minus  (plus)  (b) earnings (losses) during such period attributable to
         -----   ----
the equity investment by the Borrower and its Subsidiaries in Vail Resorts, Inc.
and  included  in the computation of Net Income for such period, plus (c) to the
                                                                 ----
extent not included in the computation of Net Income for such period, the sum of
all  proceeds  in excess of book value (net of related costs, expenses, fees and
taxes)  received  by  the Borrower or any Subsidiary of the Borrower during such
period  from the sale or other disposition of the capital stock of Vail Resorts,
Inc.

"Adjusted  Net Worth" means at any date (a) Net Worth minus (b) the value of the
                                                      -----
equity  investment  of  the  Borrower and its Subsidiaries in Vail Resorts, Inc.
included  in  the  computation  of  Net  Worth  at  such  date.

"Administrative  Agent"  means  Bank One in its capacity as administrative agent
for  the  Lenders pursuant to Article X, and not in its individual capacity as a
                              ---------
Lender,  and any successor Administrative Agent appointed pursuant to Article X.
                                                                      ---------

"Advance" means a borrowing hereunder consisting of the aggregate amount of the
several  Loans  made  by  some or all of the Lenders to the Borrower on the same
Borrowing  Date,  of the same Type (or on the same interest basis in the case of
Competitive Bid Advances) and, when applicable, for the same Interest Period and
includes  a  Competitive  Bid  Advance  and  a  Swing  Line  Loan.

"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 owns 10% or
more  of  any  class  of voting securities (or other ownership 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,
whether  through  ownership  of  stock,  by  contract  or  otherwise.

 "Aggregate  Commitment"  means  the  aggregate  of  the  Commitments of all the
Lenders  hereunder.  The  initial Aggregate Commitment is $275,000,000 as of the
date  hereof,  as  adjusted  from  time  to  time  pursuant to the terms of this
Agreement.

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

"Agreement Accounting Principles" means generally accepted accounting principles
as  in  effect from time to time, applied in a manner consistent with those used
in  preparing  the Financial Statements; provided, however, that for purposes of
                                         --------  -------
all  computations required to be made with respect to compliance by the Borrower
with Section 6.24, such term shall mean generally accepted accounting principles
     ------------
as  in  effect  on  the  date hereof, applied in a manner consistent (except for
giving  effect  to  revised  FASB  141 and FASB 142 for reporting periods ending
after September 30, 2001) with those used in preparing the Financial Statements.


<PAGE>

"Alternate  Base Rate" means, for any day, a rate of interest per annum equal to
the  higher  of  (a)  the  Prime  Rate  for  such  day and (b) the Federal Funds
Effective Rate most recently determined by the Administrative Agent plus   of 1%
per  annum.

"Alternate  Base  Rate  Advance" means a Ratable Advance which bears interest at
the  Alternate  Base  Rate.

"Alternate  Base  Rate  Loan"  means  a Ratable Loan which bears interest at the
Alternate  Base  Rate.

"Alternate  Swing  Line  Rate" means a rate agreed upon from time to time by the
Borrower  and  the  Swing  Line  Lender.

"Applicable  Commitment  Fee  Percentage" means, subject to the last sentence of
this  definition, for any period, the applicable of the following percentages in
effect  with  respect to such period as the Leverage Ratio shall fall within the
indicated  ranges:

         Leverage Ratio                     Applicable Commitment Fee Percentage
--------------------------------------------------------------------------------
Greater than     But less than or Equal to
------------     -------------------------
   2.5:1.0                   --                            .25%
   2.0:1.0                 2.5:1.0                         .225%
   1.5:1.0                 2.0:1.0                         .20%
   1.0:1.0                 1.5:1.0                         .175%
     --                    1.0:1.0                         .15%

The  Leverage Ratio shall be calculated by the Borrower as of the end of each of
its  Fiscal  Quarters  commencing December 31, 2001 and shall be reported to the
Administrative Agent pursuant to a certificate executed by an Authorized Officer
of  the  Borrower  and  delivered in accordance with Section 6.1(d) hereof.  The
                                                     --------------
Applicable  Commitment Fee Percentage shall be adjusted, if necessary, quarterly
as  of  the  tenth  day  after  the  required  delivery date for the certificate
referenced  above;  provided,  that  if  such  certificate,  together  with  the
                    --------
financial  statements  to  which  such certificate relates, are not delivered by
such  tenth day, then the Applicable Commitment Fee Percentage shall be equal to
 .25%  until  such certificate and related financial statements are so delivered.
Until adjusted as described above for the Fiscal Quarter ended December 31, 2001
the Applicable Commitment Fee Percentage shall be equal to .225%; provided, that
                                                                  --------
the Applicable Commitment Fee Percentage shall be increased (but not decreased),
if  necessary,  based  on  the delivery of the certificate and related financial
statements  referenced  above  for  the Fiscal Quarter ending September 30, 2001
pursuant  to  the  terms  and  conditions  provided  above.

"Applicable  Eurodollar  Margin"  means,  subject  to  the last sentence of this
definition,  for  any  period,  the  applicable  of the following percentages in
effect  with  respect to such period as the Leverage Ratio shall fall within the
indicated  ranges:

         Leverage Ratio                     Applicable Commitment Fee Percentage
--------------------------------------------------------------------------------
Greater than     But less than or Equal to
------------     -------------------------
   2.5:1.0                   --                            1.25%
   2.0:1.0                 2.5:1.0                         1.00%
   1.5:1.0                 2.0:1.0                         0.875%
   1.0:1.0                 1.5:1.0                         0.75%
     --                    1.0:1.0                         0.625%


<PAGE>

The  Leverage Ratio shall be calculated by the Borrower as of the end of each of
its  Fiscal  Quarters  commencing December 31, 2001 and shall be reported to the
Administrative Agent pursuant to a certificate executed by an Authorized Officer
of  the  Borrower  and  delivered in accordance with Section 6.1(d) hereof.  The
                                                     --------------
Applicable  Eurodollar  Margin  shall be adjusted, if necessary, quarterly as of
the  tenth  day  after the required delivery date for the certificate referenced
above;  provided,  that  if  such  certificate,  together  with  the  financial
        --------
statements  to  which  such certificate relates, are not delivered by such tenth
day,  then  the  Applicable Eurodollar Margin shall be equal to 1.25% until such
certificate  and  related financial statements are so delivered.  Until adjusted
as  described  above  for  the  Fiscal  Quarter  ended  December  31,  2001, the
Applicable  Eurodollar  Margin  shall  be  equal  to  1.00%;  provided, that the
                                                              --------
Applicable  Eurodollar  Margin  shall  be  increased  (but  not  decreased),  if
necessary,  based  on  the  delivery  of  the  certificate and related financial
statements  referenced  above  for  the Fiscal Quarter ending September 30, 2001
pursuant  to  the  terms  and  conditions  provided  above.

"Arrangers"  means Banc One Capital Markets, Inc., Wachovia Securities, Inc. and
their  respective  successors.

"Article"  means  an  article  of  this  Agreement  unless  another document  is
specifically  referenced.

"Asset  Disposition"  means any sale, transfer or other disposition of any asset
of  the  Borrower  or  any  Subsidiary in a single transaction or in a series of
related  transactions  (other  than  the sale of inventory or unused or obsolete
equipment  in  the  ordinary  course).

"Authorized  Officer"  means  any  of  the  president,  chief financial officer,
treasurer  or  controller  of  the  Borrower,  acting  singly.

"Bank  One"  means  Bank  One,  NA,  a  national  banking association having its
principal  office  in  Chicago,  Illinois,  in  its individual capacity, and its
successors.

"Bankruptcy Code" means Title 11, United States Code, sections 1 et seq., as the
                                                                 -- ---
same  may be amended from time to time, and any successor thereto or replacement
therefor  which  may  be  hereafter  enacted.

"Borrower"  means  Ralcorp  Holdings,  Inc.,  a  Missouri  corporation.

"Borrowing  Date"  means a date on which an Advance is made or a Facility Letter
of  Credit  is  issued  hereunder.

"Business  Day"  means  (a)  with  respect  to  any  borrowing,  payment or rate
selection  of  Eurodollar  Advances,  a day (other than a Saturday or Sunday) on
which  banks  generally are open in Chicago for the conduct of substantially all
of  their  commercial  lending activities and on which dealings in United States
dollars  are  carried  on  in the London interbank market, and (b) for all other
purposes,  a  day (other than a Saturday or Sunday) on which banks generally are
open in Chicago for the conduct of substantially all of their commercial lending
activities.

"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 shown as a liability on a
balance  sheet  of  such Person prepared in accordance with Agreement Accounting
Principles.


<PAGE>

"Change"  is  defined  in  Section  3.2.
                           ------------

"Change  in  Control"  means  (a)  the acquisition by any Person, or two or more
Persons acting in concert, including without limitation any acquisition effected
by  means  of  any  transaction  contemplated  by  Section  6.12,  of beneficial
                                                   -------------
ownership  (within  the  meaning  of  Rule  13d-3 of the Securities and Exchange
Commission  under  the  Securities  Exchange  Act of 1934) of 20% or more of the
outstanding  shares of voting stock of the Borrower, or (b) during any period of
25  consecutive  calendar  months, commencing on the date of this Agreement, the
ceasing of those individuals (the "Continuing Directors") who (i) were directors
                                   --------------------
of the Borrower on the first day of each such period or (ii) subsequently became
directors  of  the Borrower and whose initial election or initial nomination for
election  subsequent  to  that date was approved by a majority of the Continuing
Directors  then  on  the  board  of  directors  of the Borrower, to constitute a
majority  of  the  board  of  directors  of  the  Borrower.

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

"Commercial  Letter  of  Credit"  means a trade or commercial Facility Letter of
Credit  issued  by  an  Issuer  pursuant  to  Section  2.19  hereof.
                                              -------------

"Commitment" means, for each Lender, the obligation of such Lender to make Loans
(other  than Swing Line Loans) and participate in Facility Letters of Credit not
exceeding  the  amount  set  forth  in Schedule 1 hereto and as set forth in any
Notice  of  Assignment  relating  to  any  assignment which has become effective
pursuant  to  Section  12.3.2,  as such amount may be modified from time to time
              ---------------
pursuant  to  the  terms  hereof.

"Competitive  Bid  Advance"  means  a  borrowing  hereunder  consisting  of  the
aggregate amount of the several Competitive Bid Loans made by some or all of the
Lenders  to  the  Borrower  at  the  same time and for the same Interest Period.

"Competitive  Bid  Borrowing  Notice"  is  defined  in  Section  2.3.6.
                                                        --------------

"Competitive  Bid  Loan"  means  a  Eurodollar Bid Rate Loan or an Absolute Rate
Loan,  or  both,  as  the  case  may  be.

"Competitive  Bid  Margin"  means  the  margin  above  or  below  the applicable
Eurodollar  Base  Rate  offered  for  a Eurodollar Bid Rate Loan, expressed as a
percentage  (rounded  to the nearest 1/100 of 1%) to be added or subtracted from
such  Eurodollar  Base  Rate.

"Competitive  Bid  Note"  means  a  promissory note in substantially the form of
Exhibit  B  hereto,  with appropriate insertions, duly executed and delivered to
----------
the Administrative Agent by the Borrower for the account of a Lender and payable
to  the  order of such Lender, including any amendment, modification, renewal or
replacement  of  such  promissory  note.

"Competitive  Bid Quote" means a Competitive Bid Quote substantially in the form
of  Exhibit  E  hereto completed and delivered by a Lender to the Administrative
    ----------
Agent  in  accordance  with  Section  2.3.4.
                             --------------

"Competitive  Bid  Quote  Request"  means  a  Competitive  Bid  Quote  Request
substantially  in  the  form  of Exhibit C hereto completed and delivered by the
                                 ---------
Borrower  to  the  Administrative  Agent  in  accordance  with  Section  2.3.2.
                                                                --------------


<PAGE>

"Condemnation"  is  defined  in  Section  7.8.
                                 ------------

"Consolidated"  or  "consolidated",  when  used  in  connection  with  any
calculation,  means  a  calculation to be determined on a consolidated basis for
the  Borrower  and  its  Subsidiaries  in  accordance  with Agreement Accounting
Principles.

"Consolidated  Interest  Expense"  means,  with  respect  to any period, the sum
(without  duplication)  of (i) Consolidated interest expense of the Borrower and
its  Consolidated  Subsidiaries  for  such  period before the effect of interest
income,  as  reflected on the Consolidated statements of income for the Borrower
and  its  Consolidated  Subsidiaries  for  such  period,  and  (ii) Consolidated
interest,  yield  or  discount  accrued  during  such  period  on  the aggregate
outstanding  investment  or  claim  held  by  purchasers,  assignees  or  other
transferees  of  (or  of  interests  in)  receivables  of  the  Borrower and its
Consolidated  Subsidiaries  in  connection  with a revolving Accounts Receivable
Financing  Program  (regardless  of  the  accounting  treatment of such Accounts
Receivable  Financing  Program).

"Consolidated  Person"  means,  for  the  taxable year of reference, each Person
which  is  a  member  of  the  affiliated  group of the Borrower if Consolidated
returns  are  or shall be filed for such affiliated group for federal income tax
purposes  or any combined or unitary group of which the Borrower is a member for
state  income  tax  purposes.

"Contingent  Obligation"  of  a  Person  means  any  agreement,  undertaking  or
arrangement  by  which  such  Person assumes, guarantees, endorses, contingently
agrees  to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of  any  other  Person,  or  otherwise assures any creditor of such other Person
against  loss,  including,  without  limitation,  any  comfort letter, operating
agreement  or  take-or-pay  contract  or  application  for  a  Letter of Credit.

"Controlled  Group"  means all members of a controlled group of corporations and
all  trades  or  businesses  (whether  or not incorporated) under common control
which,  together  with the Borrower or any of its Subsidiaries, are treated as a
single  employer  under  Section  414  of  the  Code.

"Conversion/Continuation  Notice"  is  defined  in  Section  2.9.
                                                    ------------

"Default"  means  an  event  described  in  Article  VII.
                                            ------------

"EBIT"  means,  for  any  applicable  computation  period,  the  Borrower's  and
Subsidiaries' Net Income on a consolidated basis, plus (a) consolidated federal,
                                                  ----
state, local and foreign income and franchise taxes  paid or accrued during such
period  and  (b)  Consolidated Interest Expense for such period, minus (or plus)
                                                                 -----     ----
equity  earnings  (or  losses)  during  such  period  attributable  to  equity
investments  by  the Borrower and its Subsidiaries in the capital stock or other
equity  interests  in  any  Person  which  is  not a Subsidiary (other than Vail
Resorts,  Inc.).

"Environmental  Claims"  means  all  claims,  investigations,  litigation,
administrative  proceedings,  notices, requests for information, whether pending
or  threatened,  or  judgements or orders, however asserted, by any Governmental
Authority or other Person alleging potential liability or responsibility for any
violation  of  any  Environmental  Laws,  or  for  any  Release or injury to the
environment.


<PAGE>

"Environmental  Laws"  means all federal, state and local laws, statutes, common
law  duties,  rules,  regulations,  ordinances  and  codes,  together  with  all
administrative  orders,  direct  duties,  requests,  licenses,  approvals,
certificates,  decrees,  standards,  permits  and  other  authorizations of, and
agreements  with,  any  Governmental  Authority,  in  each  case  relating  to
environmental,  health,  safety  and  land  use  matters,  including  without
limitations,  chemical  substances,  air  emissions, effluent discharges and the
storage,  treatment,  transport  and  disposal  of  Hazardous  Materials.

"ERISA"  means  the  Employee Retirement Income Security Act of 1974, as amended
from  time  to  time.

"Eurodollar Advance" means a Eurodollar Bid Rate Advance or a Eurodollar Ratable
Advance,  or  both,  as  the  case  may  be.

"Eurodollar  Auction"  means  a  solicitation  of Competitive Bid Quotes setting
forth  Eurodollar  Bid  Rates  pursuant  to  Section  2.3.
                                             ------------

"Eurodollar  Base  Rate"  means,  with  respect  to a Eurodollar Advance for the
relevant Eurodollar Interest Period, the applicable British Bankers' Association
Interest  Settlement  Rate  for  deposits in U.S. dollars appearing on Bloomberg
Screen  BBAM as of 11:00 a.m. (London time) two Business Days prior to the first
day  of  such  Eurodollar  Interest  Period, and having a maturity equal to such
Eurodollar  Interest  Period, provided that, (i) if Bloomberg Screen BBAM is not
                              --------
available  to the Administrative Agent for any reason, the applicable Eurodollar
Base  Rate  for  the  relevant  Eurodollar  Interest Period shall instead be the
applicable British Bankers' Association Interest Settlement Rate for deposits in
U.S. dollars as reported by any other generally recognized financial information
service  as of 11:00 a.m. (London time) two Business Days prior to the first day
of  such  Eurodollar  Interest  Period,  and  having  a  maturity  equal to such
Eurodollar  Interest  Period,  and  (ii) if no such British Bankers' Association
Interest  Settlement  Rate  is  available  to  the  Administrative  Agent,  the
applicable  Eurodollar  Base  Rate  for  the relevant Eurodollar Interest Period
shall  instead by the rate determined by the Administrative Agent to be the rate
at which Bank One or one of its Affiliate banks offers to place deposits in U.S.
dollars  with  first-class banks in the London interbank market at approximately
11:00  a.m.  (London  time)  two  Business  Days  prior to the first day of such
Eurodollar  Interest  Period,  in  the approximate amount of Bank One's relevant
Eurodollar  Loan and having a maturity equal to such Eurodollar Interest Period.

"Eurodollar  Bid Rate" means, with respect to a Eurodollar Bid Rate Loan made by
a  given  Lender for the relevant Eurodollar Interest Period, the sum of (a) the
Eurodollar  Base  Rate and (b) the Competitive Bid Margin offered by such Lender
and  accepted  by  the  Borrower.

"Eurodollar  Bid  Rate  Advance"  means  a  Competitive  Bid Advance which bears
interest  at  a  Eurodollar  Bid  Rate.

"Eurodollar  Bid  Rate Loan" means a Loan which bears interest at the Eurodollar
Bid  Rate.

"Eurodollar Interest Period" means, with respect to a Eurodollar Ratable Advance
or  a  Eurodollar Bid Rate Advance, a period of seven days or one, two, three or
six  months  commencing  on  a Business Day selected by the Borrower pursuant to
this  Agreement.  A  Eurodollar Interest Period of one, two, three or six months
shall  end  on  (but exclude) the day which corresponds numerically to such date
one, two, three or six months thereafter; provided, however, that if there is no
                                          --------  -------
such  numerically  corresponding  day  in  such  next,  second,  third  or sixth
succeeding month, such Eurodollar Interest Period shall end on the last Business
Day  of  such  next,  second,  third or sixth succeeding month.  If a Eurodollar
Interest  Period  would otherwise end on a day which is not a Business Day, such
Eurodollar  Interest  Period  shall  end  on  the  next succeeding Business Day;

<PAGE>

provided, however, that if, with respect to a Eurodollar Interest Period of one,
--------  -------
two,  three  or  six  months,  said  next succeeding Business Day falls in a new
month,  such  Eurodollar  Interest Period shall end on the immediately preceding
Business  Day.

"Eurodollar  Loan"  means a Eurodollar Ratable Loan or Eurodollar Bid Rate Loan,
or  both,  as  the  case  may  be.

"Eurodollar  Ratable  Advance"  means  an  Advance  which  bears  interest  at a
Eurodollar  Rate  requested  by  the  Borrower  pursuant  to  Section  2.2.3.
                                                              --------------

"Eurodollar  Ratable  Loan"  means  a Loan requested by the Borrower pursuant to
Section  2.2.3  which  bears  interest  at  a  Eurodollar  Rate.
--------------

"Eurodollar  Rate"  means,  with respect to a Eurodollar Ratable Advance for the
relevant  Eurodollar  Interest  Period,  the  sum of (a) the quotient of (i) the
Eurodollar  Base  Rate applicable to such Eurodollar Interest Period, divided by
(ii)  one  minus  the Reserve Requirement (expressed as a decimal) applicable to
such  Eurodollar Interest Period, plus (b) the Applicable Eurodollar Margin plus
(c)  only in the case of Eurodollar Ratable Advances having a seven day Interest
Period, .125%.  The Eurodollar Rate shall be rounded to the next higher multiple
of  1/16  of  1%  if  the  rate  is  not  such  a  multiple.

"Existing  Credit Agreements" means (a) that certain credit agreement among Bank
One,  as  agent, the financial institutions party thereto, and Ralcorp Holdings,
Inc.  dated  as  of  April  28,  1999,  as  amended  and (b) that certain credit
agreement  among  Bank  One, as agent, the financial institutions party thereto,
and  Ralcorp  Holdings,  Inc.,  dated  as  of  July  10,  2000,  as  amended.

"Facility  Letter of Credit" means a Letter of Credit issued pursuant to Section
                                                                         -------
2.19.
----

"Facility  Letter  of  Credit Obligations" means as at the time of determination
thereof,  the  sum of (a) the Reimbursement Obligations then outstanding and (b)
the  aggregate then undrawn face amount of the then outstanding Facility Letters
of  Credit.

"Facility  Letter  of Credit Sublimit" means an aggregate amount of $20,000,000.

"Facility Termination Date" means October 16, 2004, as such date may be extended
pursuant  to  Section  2.20.
              -------------

"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 a.m. (Chicago
time) on such day on such transactions received by the Administrative Agent from
three  federal  funds  brokers  of  recognized  standing  selected  by  the
Administrative  Agent  in  its  sole  discretion.

"Financial  Statements"  is  defined  in  Section  5.5.
                                          ------------

"Fiscal  Quarter"  means  one  of  the  four  three-month  accounting  periods
comprising  a  Fiscal  Year.


<PAGE>

"Fiscal  Year"  means  the twelve-month accounting period ending September 30 of
each  year.

"Governmental Authority" means any government (foreign or domestic) or any state
or  other  political  subdivision  thereof  or  any  governmental  body, agency,
authority,  department  or  commission  (including without limitation any taxing
authority  or  political  subdivision) or any instrumentality or officer thereof
(including  without  limitation  any  court  or  tribunal) exercising executive,
legislative,  judicial,  regulatory or administrative functions of or pertaining
to  government  and  any  corporation,  partnership  or other entity directly or
indirectly  owned  or  controlled  by  or  subject  to the control of any of the
foregoing.

"Guarantors"  means  Bremner,  Inc.,  Cascade Cookie Company, Inc., Flavor House
Products,  Inc., Nutcracker Brands, Inc., RH Financial Corporation, Ripon Foods,
Inc.,  Sugar  Kake  Cookie  Inc.,  The  Red  Wing  Company,  Inc., The Torbitt &
Castleman Company, LLC, Heritage Wafers, LLC, The Carriage House Companies, Inc.
and  each  other  Material  Subsidiary.

"Hazardous  Materials" means any toxic or hazardous waste, substance or chemical
or  any pollutant, contaminant, chemical or other substance defined or regulated
pursuant  to  any  Environmental  Laws, including, without limitation, asbestos,
petroleum  or  crude  oil.

"Indebtedness"  of  a  Person  means  such Person's (a) obligations for borrowed
money,  (b)  obligations representing the deferred purchase price of Property or
services  (other  than  accounts  payable arising in the ordinary course of such
Person's  business  payable  on  terms customary in the trade), (c) 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, (d)
obligations  which  are evidenced by notes, acceptances, or similar instruments,
(e)  Capitalized Lease Obligations, (f) Rate Hedging Obligations, (g) Contingent
Obligations,  (h)  obligations for which such Person is obligated pursuant to or
in  respect  of  a  Facility  Letter  of Credit and the face amount of any other
Letter  of  Credit,  (i)  obligations under so-called "synthetic leases" and (j)
repurchase obligations or liabilities of such Person with respect to accounts or
notes  receivable  sold  by  such  Person.

"Initial  Lender"  means  any  Lender  as  of  the  date  hereof.

"Interest Expense Coverage Ratio" means for any applicable computation period of
the  Borrower, the ratio of EBIT to the Borrower's Consolidated Interest Expense
for  such  period,  all  as  determined  in accordance with Agreement Accounting
Principles.

"Interest  Period"  means  a  Eurodollar  Interest  Period  or  an Absolute Rate
Interest  Period.  Notwithstanding  the  foregoing, each Swing Line Loan bearing
interest  at  the  Alternate Swing Line Rate shall be deemed to have an Interest
Period  of  from  one  to seven days as agreed upon between the Borrower and the
Swing  Line  Lender.

"Investment"  of a Person means any loan, advance (other than commission, travel
and  similar  advances  to officers and employees made in the ordinary course of
business),  extension  of  credit (other than accounts receivable arising in the
ordinary course of business on terms customary in the trade), deposit account or
contribution of capital by such Person to any other Person or any investment in,
or  purchase  or  other acquisition of, the stock, partnership interests, notes,
debentures  or  other  securities  of  any  other  Person  made  by such Person.

"Invitation  for Competitive Bid Quotes" means an Invitation for Competitive Bid
Quotes substantially in the form of Exhibit D hereto, completed and delivered by
                                    ---------
the  Administrative  Agent  to  the  Lenders  in  accordance with Section 2.3.3.
                                                                  -------------


<PAGE>

"Issuance  Request"  is  defined  in  Section  2.19.4.
                                      ---------------

"Issuer"  means  Bank  One.

"Lenders"  means  the lending institutions listed on the signature pages of this
Agreement  and  their  respective  successors  and  assigns.

"Lending  Installation"  means,  with  respect to a Lender or the Administrative
Agent,  any  office,  branch,  subsidiary  or  affiliate  of  such Lender or the
Administrative  Agent.

"Letter  of  Credit"  of a Person means a letter of credit or similar instrument
which is issued upon the application of such Person or upon which such Person is
an  account  party  or  for  which  such  Person  is  in  any  way  liable.

"Letter  of  Credit  Cash  Collateral  Account" is defined in Section 8.1.  Such
                                                              -----------
account and the related cash collateralization shall be subject to documentation
satisfactory  to  the  Administrative  Agent.

"Leverage  Ratio"  means,  with  respect to the Borrower on a consolidated basis
with  its Subsidiaries, at the end of any Fiscal Quarter, the ratio of (a) Total
Debt  at  the  end  of  such  Fiscal Quarter to (b) Adjusted EBITDA for the four
Fiscal  Quarters  then  ending.

"Lien" means any security interest, lien (statutory or other), mortgage, pledge,
hypothecation,  assignment,  deposit  arrangement,  encumbrance  or  preference,
priority  or other 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" means, with respect to a Lender, such Lender's portion of any Advance and
"Loans"  means, with respect to the Lenders, the aggregate of all Advances.  The
terms  "Loan"  and  "Loans"  shall  also  include  any  Swing  Line  Loans.

"Loan  Documents"  means this Agreement, the Notes, the Subsidiary Guaranty, the
Reimbursement  Agreements  and  the  other documents and agreements contemplated
hereby  and executed by the Borrower in favor of the Administrative Agent or any
Lender.

"Margin  Stock"  has  the meaning assigned to that term under Regulation U.

"Material  Adverse  Effect"  means  a  material  adverse  effect  on  (a)  the
business,  Property, condition (financial or other) and results of operations of
the  Borrower  and  its  Subsidiaries  taken  as a whole, (b) the ability of the
Borrower  to  perform  its  obligations  under  the  Loan  Documents, or (c) the
validity  or  enforceability  of  any  of  the  Loan  Documents or the rights or
remedies  of  the  Administrative  Agent  or  the  Lenders  thereunder.

"Material  Subsidiary"  means  a  Subsidiary of the Borrower organized under the
laws  of  a jurisdiction located within the United States and at any time having
assets  with  a  fair  market value in excess of $10,000,000; provided, however,
that any special purpose Subsidiary established for the purpose of entering into
the  Accounts  Receivable  Financing Program shall not be a Material Subsidiary.

"Moody's"  means  Moody's  Investor  Services,  Inc.

"Multiemployer  Plan"  means  an  employee  pension  benefit plan, as defined in
section  3(2) of ERISA, maintained pursuant to a collective bargaining agreement
or  any  other arrangement to which the Borrower or any member of the Controlled
Group is a party to which more than one employer outside of the Controlled Group
is  obligated  to  make  contributions.


<PAGE>

"Net  Income"  means,  for  any  computation  period,  with  respect  to  the
Borrower  on  a  consolidated  basis  with  its  Subsidiaries  (other  than  any
Subsidiary  which  is restricted from declaring or paying dividends or otherwise
advancing  funds to its parent whether by contract or otherwise), cumulative net
income  earned  during  such  period  as determined in accordance with Agreement
Accounting Principles, but (i) excluding any non-cash charges or gains which are
unusual,  non-recurring  or  extraordinary and (ii) including, to the extent not
otherwise  included  in  the determination of Net Income, all cash dividends and
cash distributions received by the Borrower or any Subsidiary from any Person in
which the Borrower or such Subsidiary has made an Investment pursuant to Section
                                                                         -------
6.15(j).
-------

"Net  Worth"  means  at any date the consolidated common stockholders' equity of
the  Borrower  and  its  consolidated Subsidiaries determined in accordance with
Agreement  Accounting  Principles.

"Notes"  means,  collectively,  the Competitive Bid Notes, the Ratable Notes and
the  Swing  Line  Note;  and  "Note"  means  any  one  of  the  Notes.

"Notice  of  Assignment"  is  defined  in  Section  12.3.2.
                                           ---------------

"Obligations" means all unpaid principal of and accrued and unpaid interest
on  the  Notes,  the  Facility  Letter  of  Credit  Obligations  and  all  other
liabilities (if any), whether actual or contingent, of the Borrower with respect
to  Facility  Letters  of  Credit, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations of the Borrower to the Lenders
or  to  any  Lender, the Administrative Agent or any indemnified party hereunder
arising  under  any  of  the  Loan  Documents.

"Participants"  is  defined  in  Section  12.2.1.
                                 ---------------
"Payment Date" means the last day of each March, June, September and December.

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

"Permitted  Purchase"  means  an  acquisition permitted by Section 6.15(m).
                                                           ---------------

"Person"  means  any  natural  person,  corporation,  firm,  joint enture,
partnership,  association, enterprise, limited liability company, trust or other
entity  or  organization,  or  any  government  or  political subdivision or any
agency,  department  or  instrumentality  thereof.

"Plan"  means  an  employee  pension benefit plan, as defined in Section 3(2) of
ERISA,  as  to which the Borrower or any member of the Controlled Group may have
any  liability.

"Prime  Rate"  means  a  rate  per  annum  equal  to  the prime rate of interest
announced  from time to time by Bank One or its parent (which is not necessarily
the  lowest  rate charged to any customer), changing when and as said prime rate
changes.

"Property"  of  a  Person  means  any  and all property, whether real, personal,
tangible, intangible, or mixed, of such Person, or other assets owned, leased or
operated  by  such  Person.

"pro-rata"  means,  when  used  with  respect  to  a  Lender,  and any described
aggregate  or  total  amount, an amount equal to such Lender's pro-rata share or
portion  based on its percentage of the Aggregate Commitment or if the Aggregate
Commitment has been terminated, its percentage of the aggregate principal amount
of  outstanding  Advances  and  Facility  Letter  of  Credit  Obligations.


<PAGE>

"Purchase"  means  any  transaction,  or  any  series  of  related transactions,
consummated on or after the date of this Agreement, by which the Borrower or any
of  its  Subsidiaries  (a) acquires any ongoing business or all or substantially
all  of  the  assets  of  any  firm, corporation or division or line of business
thereof,  whether  through  purchase  of  assets,  merger  or  otherwise, or (b)
directly  or  indirectly  acquires  (in  one  transaction  or as the most recent
transaction  in  a  series  of  transactions)  at least a majority (in number of
votes)  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 or voting
power)  of  the  outstanding  partnership  interests  of  a  partnership.

"Purchasers"  is  defined  in  Section  12.3.1.
                               ---------------

"Ralston Obligations" means the indemnification obligations of the Borrower
existing  on  the date hereof in favor of Ralston Purina Company with respect to
its  guaranty  of  the  obligations  of  Ralston  Resorts, Inc. under the Sports
Facilities  Refunding  Revenue  Bonds  identified  on  Schedule  5.8.
                                                       -------------

"Ratable Advance" means a borrowing hereunder consisting of the aggregate amount
of  the  several  Ratable  Loans made by the Lenders to the Borrower at the same
time,  of  the  same  Type  and  for  the  same  Interest  Period.

"Ratable  Borrowing  Notice"  is  defined  in  Section  2.2.3.
                                               --------------
"Ratable  Loan"  means  a  Loan made by a Lender pursuant to Section 2.2 hereof.
                                                             -----------

"Ratable  Note"  means  a promissory note in substantially the form of Exhibit A
                                                                       ---------
hereto,  duly executed and delivered to the Administrative Agent by the Borrower
for  the  account  of  each  Lender  and payable to the order of a Lender in the
amount  of  its  Commitment,  including  any amendment, modification, renewal or
replacement  of  such  promissory  note.

"Rate  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  (a)  any  and all
agreements,  devices  or  arrangements  designed  to protect at least one of the
parties  thereto  from  the  fluctuations  of  interest rates, 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, interest rate swaps, forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward  rate  currency or interest rate options, puts and warrants, and (b) any
and  all  cancellations, buybacks, reversals, terminations or assignments of any
of  the  foregoing.

"Regulation  D"  means  Regulation  D  of  the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor thereto or other
regulation  or  official  interpretation  of said Board of Governors relating to
reserve  requirements  applicable to member banks of the Federal Reserve System.

"Regulation  T"  means  Regulation  T  of  the Board of Governors of the Federal
Reserve System as from time to time in effect and shall include any successor or
other  regulation or official interpretation of such Board of Governors relating
to  the extension of credit by securities brokers and dealers for the purpose of
purchasing  or  carrying  margin  stocks  applicable  to  such  Persons.

"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
stocks  applicable  to  such  Persons.


<PAGE>

"Regulation  X"  means  Regulation  X  of  the Board of Governors of the Federal
Reserve System as from time to time in effect and shall include any successor or
other  regulation or official interpretation of said Board of Governors relating
to  the  extension  of  credit  by  the  specified  lenders  for  the purpose of
purchasing  or  carrying  margin  stocks  applicable  to  such  Persons.

"Reimbursement Agreement" means a letter of credit application and reimbursement
agreement  in  such  form  as  the  Issuer  may  from time to time employ in the
ordinary  course  of  business.

"Reimbursement  Obligations"  means,  at  any  time,  the  aggregate  (without
duplication)  of  the  Obligations  of  the  Borrower to the Lenders, the Issuer
and/or  the  Administrative  Agent  in  respect  of all unreimbursed payments or
disbursements  made  by  the Lenders, the Issuer and/or the Administrative Agent
under  or  in  respect  of  draws  made  under  the  Facility Letters of Credit.

"Release"  is  defined in the Comprehensive Environmental Response, Compensation
and  Liability  Act,  as  amended,  42  U.S.C.  39601  et  seq.
                                                       --  ---

"Rentals"  of  a Person means the aggregate fixed amounts payable by such Person
under  any  operating  lease  of  Property.

"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 has by regulation waived
the  requirement  of Section 4043(a) of ERISA that it be notified within 30 days
of  the  occurrence  of such event; provided, that a failure to meet the minimum
                                    --------
funding standard 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  in the aggregate having at least 51% of the
Aggregate Commitment or, if the Aggregate Commitment has been terminated, 51% of
the  sum  of  (a) the aggregate unpaid principal amount of the outstanding Loans
plus  (b)  the  aggregate  amount  of  the outstanding Facility Letter of Credit
Obligations.

"Reserve  Requirement"  means,  with  respect to an Interest Period, the maximum
aggregate  reserve  requirement (including all basic, supplemental, marginal and
other reserves) which is imposed under Regulation D on Eurocurrency liabilities.

"Risk-Based  Capital  Guidelines"  is  defined  in  Section  3.2.
                                                    ------------
"S&P"  means  Standard  &  Poor's  Ratings  Group, a division of the McGraw-Hill
Companies.

"Section" means a numbered section of this Agreement, unless another document is
specifically  referenced.

"Single  Employer  Plan" means a Plan subject to Title IV of ERISA maintained by
the Borrower or any member of the Controlled Group for employees of the Borrower
or  any  member  of  the  Controlled  Group,  other  than  a Multiemployer Plan.

"Solvent"  means, when used with respect to a Person, that (a) the fair saleable
value  of  the  assets  of  such  Person is in excess of the total amount of the
present  value of its liabilities (including for purposes of this definition all
liabilities  (including  loss reserves as determined by such Person), whether or
not  reflected  on  a  balance  sheet  prepared  in  accordance  with  Agreement
Accounting  Principles  and  whether  direct  or  indirect, fixed or contingent,
secured  or  unsecured,  disputed or undisputed), (b) such Person is able to pay
its  debts  or  obligations  in  the ordinary course as they mature and (c) such
Person  does  not  have  unreasonably small capital to carry out its business as
conducted  and as proposed to be conducted.  "Solvency" shall have a correlative
meaning.


<PAGE>

"Standby  Letter  of  Credit"  means  a Facility Letter of Credit which is not a
Commercial  Letter  of  Credit.

"Subordinated  Indebtedness"  of  a Person means any Indebtedness of such Person
the  payment  of  which  is  subordinated  to  payment of the Obligations to the
written  satisfaction  of  the  Administrative  Agent.

"Subsidiary"  of  a  Person  means  (a)  any  corporation  more  than 50% of the
outstanding  securities  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
(b)  any  partnership, association, joint venture, limited liability company  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  Subsidiary  of  the  Borrower.

"Subsidiary  Guaranty" means that certain Guaranty, dated as of the date hereof,
duly  executed  and  delivered  by the Guarantors in favor of the Administrative
Agent,  on  behalf  of  the Lenders, as the same may be amended, supplemented or
otherwise  modified  from  time  to  time.

"Substantial  Portion"  means,  with respect to the Property of the Borrower and
its  Subsidiaries,  Property  which  (a)  represents  more  than  15%  of  the
consolidated  tangible  assets of the Borrower and its Subsidiaries, as would be
shown  in  the  consolidated  financial  statements  of  the  Borrower  and  its
Subsidiaries  as  at  the  end  of the Fiscal Quarter next preceding the date on
which  such determination is made, or (b) is responsible for more than 5% of the
consolidated  Net  Income  from  continuing  operations  of the Borrower and its
Subsidiaries  for the 12-month period ending as of the end of the Fiscal Quarter
next  preceding  the  date  of  determination.

"Swing Line Lender" means Bank One or any other Lender as a successor Swing Line
Lender.

"Swing  Line  Commitment"  means the obligation of the Swing Line Lender to make
Swing  Line  Loans  hereunder in an aggregate amount at any one time outstanding
not  to  exceed  $10,000,000.  The  Swing Line Commitment will automatically and
permanently  terminate  on  the  Facility  Termination  Date.
"Swing Line Loan" means a Loan made by the Swing Line Lender pursuant to Section
                                                                         -------
2.4.
---

"Swing Line Note" means a promissory note substantially in the form of Exhibit F
                                                                       ---------
hereto,  duly executed and delivered to the Administrative Agent by the Borrower
and  payable  to  the  order of the Swing Line Lender in the amount of its Swing
Line  Commitment,  including any amendment, modification, renewal or replacement
of  such  promissory  note.

"Termination  Event"  means, with respect to a Plan which is subject to Title IV
of  ERISA,  (a)  a  Reportable  Event, (b) the withdrawal of the Borrower or any
other  member of the Controlled Group from such Plan during a plan year in which
the  Borrower  or  any  other  member of the Controlled Group was a "substantial
employer"  as  defined  in  Section 4001(a)(2) of ERISA or was deemed such under
Section  4068(f)  of  ERISA,  (c)  the termination of such Plan, the filing of a
notice of intent to terminate such Plan or the treatment of an amendment of such
Plan  as  a  termination under Section 4041 of ERISA, (d) the institution by the
PBGC  of  proceedings to terminate such Plan or (e) any event or condition which
might  constitute grounds under Section 4042 of ERISA for the termination of, or
appointment  of  a  trustee  to  administer,  such  Plan.

"Thomson"  means  Thomson  BankWatch  Inc.


<PAGE>

"Total  Debt"  means  (a)  all  Indebtedness  of  the  Borrower  and  its
Subsidiaries,  on a consolidated basis, reflected on a balance sheet prepared in
accordance  with  Agreement Accounting Principles, plus, without duplication (b)
                                                   ----
the  face  amount  of  all outstanding Letters of Credit in respect of which the
Borrower  or  any  Subsidiary has any reimbursement obligation and the principal
amount  of all Contingent Obligations of the Borrower and its Subsidiaries, plus
                                                                            ----
(c)  the  aggregate  principal  amount  of all Indebtedness of a special purpose
Subsidiary  of  the  Borrower  formed  in  connection  with the sale of accounts
receivable  and  other  forms  of  off-balance sheet financing, minus (d) to the
                                                                -----
extent  included in clause (b) above, (i) up to $15,000,000 in aggregate face or
principal  amount  of  surety  bonds  and Letters of Credit relating to workers'
compensation  and  similar  benefits  and  (ii)  the  Ralston  Obligations.

"Transferee"  is  defined  in  Section  12.4.
                               -------------

"Type"  means, with respect to any Advance, its nature as an Alternate Base Rate
Advance,  Eurodollar  Advance  or  Absolute  Rate  Advance.

"UCC"  means  the Illinois Uniform Commercial Code as amended or modified and in
effect  from  time  to  time.

"Unfunded Liability" means the amount (if any) by which the present value of all
vested  and  unvested  accrued benefits under a Single Employer Plan exceeds the
fair market value of assets allocable to such benefits, all determined as of the
then  most recent valuation date for such Plans using PBGC actuarial assumptions
for  single  employer  plan  terminations.

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

"Unrefunded  Swing  Line  Loans"  is  defined  in  Section  2.4(d).
                                                   ---------------

"Wholly-Owned  Subsidiary"  of  a  Person  means  (a)  any Subsidiary all of the
outstanding voting securities of which shall at the time be owned or controlled,
directly  or indirectly, by such Person or one or more Wholly-Owned Subsidiaries
of  such  Person, or by such Person and one or more Wholly-Owned Subsidiaries of
such  Person,  or  (b)  any  partnership,  association,  joint  venture, limited
liability  company  or  similar  business  organization  100%  of  the ownership
interests having ordinary voting power of which shall at the time be so owned or
controlled.

The  foregoing  definitions shall be equally applicable to both the singular and
plural  forms  of  the  defined  terms.


                                   ARTICLE  II

                                  THE FACILITY
                                  ------------

2.1.     The  Facility.
         -------------

2.1.1.   Description  of Facility.  The Lenders hereby establish in favor of the
         ------------------------
Borrower  a  revolving  credit  facility  pursuant  to which, and upon the terms
and  subject  to  the  conditions  herein  set  out:

(a)  each  Lender  severally  agrees  to  make  Ratable  Loans  to  the Borrower
in  accordance with Section 2.2 in amounts not to exceed in the aggregate at any
                    -----------
one time outstanding the amount of its Commitment less the sum of (i) the amount

<PAGE>

of  such  Lender's  pro-rata  share  of  the outstanding principal amount of all
Competitive  Bid  Advances  (regardless  of  which  Lender  or Lenders made such
Competitive  Bid  Advances)  exclusive  of Competitive Bid Advances being repaid
substantially  contemporaneously with the making of any such Ratable Loans, plus
                                                                            ----
(ii)  the  amount  of  such Lender's pro-rata share of the outstanding principal
amount  of  all  Swing  Line  Loans  exclusive  of Swing Line Loans being repaid
substantially  contemporaneously with the making of any such Ratable Loans, plus
                                                                            ----
(iii)  the  amount  of  such Lender's pro-rata share of the outstanding Facility
Letter  of Credit Obligations exclusive of Facility Letter of Credit Obligations
being repaid substantially contemporaneously with the making of any such Ratable
Loans;

(b)     each  Lender  may, in its sole discretion, make bids to make Competitive
Bid  Loans to the Borrower, and make such Loans, in accordance with Section 2.3;
                                                                    -----------
and

(c)     the Swing Line Lender agrees to make Swing Line Loans to the Borrower in
accordance  with  Section  2.4.
                  ------------

2.1.2.     Facility  Amount.  In  no  event  may the  sum  of  (a) the aggregate
           ----------------
principal  amount  of  all outstanding Advances (including the Ratable Advances,
the  Competitive Bid Advances and the Swing Line Loans) plus (b) the outstanding
                                                        ----
amount of Facility Letter of Credit Obligations at any time exceed the Aggregate
Commitment.  If at any time the aggregate amount of the sum of the Loans and the
Facility  Letter  of  Credit  Obligations  exceeds the Aggregate Commitment, the
Borrower  shall  repay  immediately its then outstanding Loans (first Swing Line
Loans,  then Ratable Loans and then Competitive Bid Loans) in such amount as may
be necessary to eliminate such excess; provided, that if an excess remains after
                                       --------
repayment  of  all outstanding Loans, then the Borrower shall cash collateralize
the  Facility  Letter  of  Credit  Obligations  by depositing into the Letter of
Credit Cash Collateral Account such amount as may be necessary to eliminate such
excess.

2.1.3.     Availability  of  Facility.  Subject  to the terms of this Agreement,
           --------------------------
from  and  including  the  date  hereof  to,  but  not  including  the  Facility
Termination Date the Borrower may borrow, repay and reborrow Advances hereunder.
All outstanding Loans and Advances and all other unpaid Obligations shall be due
and  payable  in  full  by  the  Borrower  on  the  Facility  Termination  Date.

2.2.     Ratable  Advances.
         -----------------

2.2.1.   Ratable  Advances.  Each  Ratable  Advance  hereunder  shall consist of
         -----------------
borrowings  made  from  the several Lenders ratably in proportion to the amounts
of their respective Commitments.  The Borrower's obligation to pay the principal
of,  and  interest  on,  the  Ratable Advances shall be evidenced by the Ratable
Notes.  Although  the  Ratable  Notes  shall  be  dated  the date of the initial
Advance,  interest  in  respect  thereof  shall  be payable only for the periods
during  which  the  Loans  evidenced  thereby  are outstanding and, although the
stated  amount  of  each  Ratable Note shall be equal to the applicable Lender's
Commitment,  each  Ratable  Note  shall  be  enforceable,  with  respect  to the
Borrower's obligation to pay the principal amount thereof, only to the extent of
the  unpaid principal amount of the Ratable Loans at the time evidenced thereby.


<PAGE>

2.2.2     Ratable  Advance  Rate Options.  The Ratable Advances may be Alternate
          ------------------------------
Base  Rate  Advances  or  Eurodollar Ratable Advances, or a combination thereof,
selected  by the Borrower in accordance with Section 2.2.3 or 2.2.4.  No Ratable
                                             -------------    -----
Advance  may  mature after, or have an Interest Period which extends beyond, the
Facility  Termination  Date.

2.2.3.     Method  of Selecting Types and Interest Periods for Ratable Advances.
           --------------------------------------------------------------------
The  Borrower  shall select the Type of each Ratable Advance and, in the case of
each  Eurodollar  Ratable  Advance, the Eurodollar Interest Period applicable to
such  Ratable  Advance  from  time  to  time.  The  Borrower  shall  give  the
Administrative Agent irrevocable notice (a "Ratable Borrowing Notice") not later
                                            ------------------------
than 12:00 noon (Chicago time) on the Borrowing Date of each Alternate Base Rate
Advance  and  three  Business Days before the Borrowing Date for each Eurodollar
Ratable  Advance.  Notwithstanding the foregoing, a Ratable Borrowing Notice for
an  Alternate Base Rate Advance may be given not later than 30 minutes after the
time  which  the  Borrower  is  required  to  reject one or more bids offered in
connection with an Absolute Rate Auction pursuant to Section 2.3.6 and a Ratable
                                                     -------------
Borrowing Notice for a Eurodollar Ratable Advance may be given not later than 30
minutes  after  the  time  the  Borrower  is required to reject one or more bids
offered  in  connection  with a Eurodollar Auction pursuant to Section 2.3.6.  A
                                                               -------------
Ratable  Borrowing  Notice  shall  specify:

(a)     the  Borrowing  Date,  which  shall  be  a Business Day, of such Ratable
Advance;

(b)     the  aggregate  amount of such Ratable Advance, which, when added to all
outstanding  Ratable Advances, Swing Line Loans and Competitive Bid Advances and
after  giving  effect to the repayment of any such outstanding Advances or Loans
out  of  the  proceeds  of  the  requested Ratable Advance, shall not exceed the
Aggregate  Commitment;

(c)     the  Type  of  Advance  selected;  and

(d)     in  the case of each Eurodollar Ratable Advance, the Eurodollar Interest
Period  applicable  thereto  (which  may  not end after the Facility Termination
Date).

2.2.4.     Conversion  and  Continuation  of  Outstanding Ratable Advances.
           ---------------------------------------------------------------
Alternate  Base  Rate  Advances  shall  continue as Alternate Base Rate Advances
unless  and  until  such  Alternate  Base  Rate  Advances  are  converted  into
Eurodollar  Ratable Advances.  Each Eurodollar Ratable Advance shall continue as
a  Eurodollar  Ratable  Advance  until the end of the then applicable Eurodollar
Interest Period therefor, at which time such Eurodollar Ratable Advance shall be
automatically  converted into an Alternate Base Rate Advance unless the Borrower
shall  have  given  the  Administrative  Agent  a Conversion/Continuation Notice
requesting  that, at the end of such Eurodollar Interest Period, such Eurodollar
Ratable Advance continue as a Eurodollar Ratable Advance for the same or another
Eurodollar  Interest  Period.  Subject to the terms of Section 2.7, the Borrower
                                                       -----------
may  elect  from time to time to convert all or any part of a Ratable Advance of
any  Type  into  any  other Type or Types of Ratable Advances; provided that any
                                                               --------
conversion  of any Eurodollar Ratable Advance shall be made on, and only on, the
last  day  of  the  Eurodollar Interest Period applicable thereto.  The Borrower
shall  give  the  Administrative  Agent  irrevocable  notice  (a
"Conversion/Continuation  Notice")  of  each  conversion of a Ratable Advance or
continuation  of a Eurodollar Ratable Advance not later than 10:00 a.m. (Chicago
time)  at  least one Business Day, in the case of a conversion into an Alternate

<PAGE>

Base  Rate Advance, or at least three Business Days, in the case of a conversion
into  or  continuation of a Eurodollar Ratable Advance, prior to the date of the
requested  conversion  or  continuation,  specifying:

(a)     the  requested  date,  which shall be a Business Day, of such conversion
or  continuation;

(b)     the  aggregate  amount  and  Type  of  Ratable  Advance  which  is to be
converted  or  continued;  and

(c)     the  amount  and  Type(s)  of Ratable Advance(s) into which such Ratable
Advance is to be converted or continued and, in the case of a conversion into or
continuation  of  an  Eurodollar Ratable Advance, the duration of the Eurodollar
Interest  Period  applicable  thereto.

2.3.     Competitive  Bid  Advances.
         --------------------------

2.3.1.     Competitive  Bid  Option.  In  addition  to Ratable Advances pursuant
           ------------------------
to  Section  2.2,  but  subject  to  the  terms and conditions of this Agreement
    ------------
(including,  without  limitation,  the  limitation set forth in Section 2.1.2 as
                                                                -------------
as  to  the  maximum  aggregate  principal  amount  of  all outstanding Advances
and  Facility  Letter  of  Credit  Obligations hereunder), prior to the Facility
Termination Date the Borrower may, as set forth in this Section 2.3, request the
                                                        -----------
Lenders  to  make offers to make Competitive Bid Advances to the Borrower.  Each
Lender  may,  but shall have no obligation to, make such offers and the Borrower
may,  but  shall have no obligation to, accept any such offers in the manner set
forth  in  this Section 2.3.  The Borrower's obligation to pay the principal of,
                -----------
and  interest  on,  the  Competitive  Bid  Advances  shall  be  evidenced by the
Competitive  Bid  Notes.  Although  the Competitive Bid Notes shall be dated the
date  of  the initial Advance, interest in respect thereof shall be payable only
for  the periods during which the Loans evidenced thereby are outstanding.  Each
Competitive  Bid Loan shall be repaid in full by the Borrower on the last day of
the  Interest  Period  applicable  thereto.

2.3.2.     Competitive  Bid  Quote Request.  When the Borrower wishes to request
           -------------------------------
offers  to  make Competitive Bid Loans under this Section 2.3, it shall transmit
                                                  -----------
to  the  Administrative  Agent  by  telecopy  a  Competitive  Bid  Quote Request
substantially in the form of Exhibit C hereto so as to be received no later than
                             ---------
(a) 10:00 a.m. (Chicago time) at least five Business Days prior to the Borrowing
Date  proposed  therein,  in  the  case of a Eurodollar Auction or (b) 9:00 a.m.
(Chicago  time)  at  least one Business Day prior to the Borrowing Date proposed
therein,  in  the  case  of  an  Absolute  Rate  Auction  specifying:

(a)     the  proposed  Borrowing  Date,  which  shall be a Business Day, for the
proposed  Competitive  Bid  Advance;

(b)     the  aggregate  principal  amount  of  such  Competitive  Bid  Advance;

(c)     whether  the  Competitive  Bid  Quotes  requested  are  to  set  forth a
Eurodollar  Bid  Rate,  an  Absolute  Rate,  or  both;  and

(d)     the  Interest  Period  applicable  thereto  (which may not end after the
Facility  Termination  Date).

The  Borrower may request offers to make Competitive Bid Loans for more than one
Interest  Period  in a single Competitive Bid Quote Request.  No Competitive Bid

<PAGE>

Quote  Request  shall  be  given within 5 Business Days (or such other number of
days  as  the  Borrower  and  the  Administrative  Agent may agree) of any other
Competitive  Bid  Quote  Request.  A Competitive Bid Quote Request that does not
conform  substantially  to the format of Exhibit C hereto shall be rejected, and
                                         ---------
the Administrative Agent shall promptly notify the Borrower of such rejection by
telecopy.

2.3.3.     Invitation  for  Competitive  Bid  Quotes.  Promptly and in any event
           -----------------------------------------
before  the  close  of  business  on  the  same  Business  Day  of  receipt of a
Competitive  Bid  Quote  Request that is not rejected pursuant to Section 2.3.2,
                                                                  -------------
the  Administrative Agent shall send to each of the Lenders by telex or telecopy
an  Invitation for Competitive Bid Quotes substantially in the form of Exhibit D
                                                                       ---------
hereto,  which  shall constitute an invitation by the Borrower to each Lender to
submit  Competitive  Bid  Quotes  offering  to make the Competitive Bid Loans to
which such Competitive Bid Quote Request relates in accordance with this Section
                                                                         -------
2.3.
---

2.3.4.     Submission  and  Contents  of  Competitive  Bid  Quotes.
           -------------------------------------------------------
(a)     Each  Lender  may,  in  its  sole  discretion,  submit a Competitive Bid
Quote containing an offer or offers to make Competitive Bid Loans in response to
any  Invitation  for  Competitive  Bid  Quotes.  Each Competitive Bid Quote must
comply  with the requirements of this Section 2.3.4 and must be submitted to the
                                      -------------
Administrative  Agent  by  telex  or  telecopy  at  its  offices specified in or
pursuant  to  Article  XIII not later than (i) 9:00 a.m. (Chicago time) at least
four  Business  Days  prior  to  the  proposed  Borrowing Date, in the case of a
Eurodollar  Auction  or  (ii) 9:00 a.m. (Chicago time) on the proposed Borrowing
Date,  in  the  case  of  an  Absolute  Rate  Auction  (or,  in either case upon
reasonable prior notice to the Lenders, such other time and date as the Borrower
and  the  Administrative  Agent may agree); provided that Competitive Bid Quotes
                                            --------
submitted  by Bank One may only be submitted if the Administrative Agent or Bank
One  notifies the Borrower of the terms of the offer or offers contained therein
not  later  than  15  minutes  prior  to  the  latest time at which the relevant
Competitive  Bid  Quotes  must  be  submitted  by the other Lenders.  Subject to
Articles  IV  and  VIII,  any Competitive Bid Quote so made shall be irrevocable
except  with  the  written  consent  of  the  Administrative  Agent given on the
instructions  of  the  Borrower.

(b)     Each Competitive Bid Quote shall be in substantially the form of Exhibit
                                                                         -------
E  hereto  and  shall  in  any  case  specify:
-

(i)     the  proposed  Borrowing Date, which shall be the same as that set forth
in  the  applicable  Invitation  for  Competitive  Bid  Quotes;

(ii)     the  principal  amount  of the Competitive Bid Loan for which each such
offer  is  being made, which principal amount (a) may be greater than, less than
or  equal  to  the  Commitment  of  the  quoting  Lender,  (b)  must be at least
$5,000,000  and  an  integral multiple of $1,000,000, and (c) may not exceed the
principal  amount  of  Competitive  Bid  Loans  for which offers were requested;

(iii)     in  the  case  of  a  Eurodollar  Auction,  the Competitive Bid Margin
offered  for  each  such  Competitive  Bid  Loan;

(iv)     the  minimum  amount,  if any, of the Competitive Bid Loan which may be
accepted  by  the  Borrower;


<PAGE>

(v)     in  the  case of an Absolute Rate Auction, the Absolute Rate offered for
each  such  Competitive  Bid  Loan;  and

(vi)     the  identity  of  the  quoting  Lender.

(c)     The  Administrative  Agent  shall reject any Competitive Bid Quote that:

(i)     is  not  substantially  in  the  form  of  Exhibit  E hereto or does not
                                                   ----------
specify  all  of  the  information  required  by  Section  2.3.4(b);
                                                  -----------------

(ii)     contains  qualifying,  conditional  or similar language, other than any
such  language  contained  in  Exhibit  E  hereto;
                               ----------

(iii)     proposes  terms  other  than  or in addition to those set forth in the
applicable  Invitation  for  Competitive  Bid  Quotes;  or

(iv)     arrives  after  the  time  set  forth  in  Section  2.3.4(a).
                                                    -----------------

If  any  Competitive  Bid  Quote  shall  be  rejected  pursuant  to this Section
                                                                         -------
2.3.4(c),  then  the  Administrative  Agent  shall  promptly notify the relevant
-------
Lender  of  such  rejection.

2.3.5.     Notice  to  Borrower.  The Administrative Agent shall promptly notify
           --------------------
the  Borrower  of  the  terms  (a)  of  any Competitive Bid Quote submitted by a
Lender  that  is in accordance with Section 2.3.4 and (b) of any Competitive Bid
                                    -------------
Quote  that  amends,  modifies  or  is  otherwise  inconsistent  with a previous
Competitive  Bid  Quote  submitted  by  such  Lender  with  respect  to the same
Competitive  Bid Quote Request.  Any such subsequent Competitive Bid Quote shall
be  disregarded  by  the Administrative Agent unless such subsequent Competitive
Bid  Quote specifically states that it is submitted solely to correct a manifest
error  in  such former Competitive Bid Quote.  The Administrative Agent's notice
to  the Borrower shall specify the aggregate principal amount of Competitive Bid
Loans  for which offers have been received for each Interest Period specified in
the  related  Competitive Bid Quote Request and the respective principal amounts
and  Eurodollar  Bid  Rates  or  Absolute Rates, as the case may be, so offered.

2.3.6.     Acceptance  and  Notice  by  Borrower.  Not later than (a) 10:00 a.m.
           -------------------------------------
(Chicago  time)  at  least  three  Business Days prior to the proposed Borrowing
Date,  in  the  case of a Eurodollar Auction or (b) 10:00 a.m. (Chicago time) on
the  proposed  Borrowing  Date,  in the case of an Absolute Rate Auction (or, in
either  case  upon  reasonable  prior notice to the Lenders, such other time and
date as the Borrower and the Administrative Agent may agree), the Borrower shall
notify  the Administrative Agent of its acceptance or rejection of the offers so
notified to it pursuant to Section 2.3.5; provided, however, that the failure by
                           -------------  --------  -------
the  Borrower to give such notice to the Administrative Agent shall be deemed to
be  a  rejection  of all such offers.  In the case of acceptance, such notice (a
"Competitive Bid Borrowing Notice") shall specify the aggregate principal amount
of  offers  for each Interest Period that are accepted.  The Borrower may accept
any  Competitive  Bid Quote in whole or in part (subject to the terms of Section
                                                                         -------
2.3.4(b)(iv));  provided  that:
------------    --------

(a)     the  aggregate  principal amount of each Competitive Bid Advance may not
exceed  the  applicable  amount  set  forth in the related Competitive Bid Quote
Request,


<PAGE>

(b)     acceptance  of  offers  may  only  be  made  on  the  basis of ascending
Eurodollar  Bid  Rates  or  Absolute  Rates,  as  the  case  may  be,  and

(c)     the  Borrower  may  not  accept  any  offer that is described in Section
                                                                         -------
2.3.4(c)  or  that  otherwise  fails  to  comply  with  the requirements of this
-------
Agreement.

2.3.7.     Allocation  by  Administrative  Agent.  If  offers are made by two or
           ------------------------------------
more  Lenders  with  the  same  Eurodollar  Bid  Rates or Absolute Rates, as the
case may be, for a greater aggregate principal amount than the amount in respect
of  which  offers  are  accepted  for the related Interest Period, the principal
amount  of  Competitive  Bid  Loans in respect of which such offers are accepted
shall  be  allocated by the Administrative Agent among such Lenders as nearly as
possible  (in such multiples, not greater than $1,000,000, as the Administrative
Agent  may  deem appropriate) in proportion to the aggregate principal amount of
such  offers;  provided, however, that no Lender shall be allocated a portion of
               --------  -------
any  Competitive  Bid  Advance  which is less than the minimum amount which such
Lender  has  indicated  that  it  is  willing  to  accept.  Allocations  by  the
Administrative Agent of the amounts of Competitive Bid Loans shall be conclusive
in  the absence of manifest error.  The Administrative Agent shall promptly, but
in  any  event  on the same Business Day, notify each Lender of its receipt of a
Competitive  Bid  Borrowing  Notice  and  the aggregate principal amount of such
Competitive  Bid  Advance  allocated  to  each  participating  Lender.

2.4.     Swing  Line  Loans.

(a)     On  the  terms  and  subject  to  the  conditions  and  relying upon the
representations and warranties herein set forth, the Swing Line Lender agrees at
any  time  and  from  time  to  time  from  and including the date hereof to but
excluding  the  earlier  of the Facility Termination Date and the termination of
the  Commitments  or  the  Swing  Line  Commitment, in accordance with the terms
hereof,  to  make  Swing  Line  Loans  to the Borrower in an aggregate principal
amount at any time outstanding not to exceed the lesser of (i) the amount of its
Swing Line Commitment at such time and (ii) an amount equal to (A) the Aggregate
Commitment at such time, minus (B) the sum of the aggregate principal amounts of
                         -----
all  Ratable  Loans,  Competitive  Bid Loans and Swing Line Loans outstanding at
such  time,  minus  (C)  the  aggregate  Facility  Letter  of Credit Obligations
             -----
outstanding  at  such time. The Swing Line Loans shall be made by the Swing Line
Lender,  at  the option of the Borrower, either at the Alternate Base Rate or at
the  Alternate  Swing  Line  Rate.  All  Swing  Line Loans shall be in a minimum
amount  of  $1,000,000  and  in  any  integral multiple of $100,000 if in excess
thereof.  In  no  event  shall  any Swing Line Loan be made hereunder if (i) the
Administrative  Agent  and the Swing Line Lender shall have received notice from
the  Required  Lenders  prior  to  any  such  Swing  Line  Loan that a condition
specified  in  Section 4.1 or 4.2 has not been satisfied and (ii) such condition
               -----------    ---
shall  not  have  been  subsequently  waived  in  compliance  with  Section 8.2.
                                                                    -----------

(b)     The  Borrower  shall  give  the  Swing  Line  Lender (with a copy to the
Administrative  Agent)  telephonic,  written  or telecopy notice (in the case of
telephonic  notice,  such  notice  shall  be promptly confirmed in writing or by
telecopy) not later than noon, Chicago time, on the day of a proposed Swing Line
Loan.  Such  notice  shall  be delivered on a Business Day, shall be irrevocable
and shall refer to this Agreement and shall specify the requested Borrowing Date
(which  shall  be  a  Business  Day)  and  amount  of  such  Swing  Line  Loan.

(c)     The Swing Line Lender shall by 2:00 p.m., Chicago time, on the requested
Borrowing  Date,  make  the requested Swing Line Loan by crediting the principal
amount  thereof,  in immediately available funds, to the account of the Borrower
maintained  with  the  Swing  Line  Lender  or  to  such other account as may be
designated  by  the  Borrower  and  be  acceptable  to  the  Swing  Line Lender.


<PAGE>

(d)     The  Swing Line Loans shall be evidenced by the Swing Line Note and each
Swing  Line  Loan  shall  be  paid in full by the Borrower on the earlier of the
Facility  Termination  Date  and the date five Business Days after the making of
such  Swing  Line  Loan.

(e)     Notwithstanding  the  occurrence  of any Default or Unmatured Default or
noncompliance  with  the conditions precedent set forth in Article IV, if (i) by
                                                           ----------
10:00  a.m. Chicago time on the fourth Business Day following the Borrowing Date
of  any  Swing  Line  Loan  the  Administrative  Agent shall not have received a
Ratable  Borrowing  Notice  delivered  by the Borrower pursuant to Section 2.2.3
                                                                   -------------
requesting that Ratable Loans be made pursuant to Section 2.2 on the immediately
                                                  -----------
succeeding  Business  Day in an amount at least equal to the aggregate principal
amount  of such Swing Line Loan or (ii) on any date the Swing Line Lender in its
sole  discretion  shall  so  request  with respect to the outstanding Swing Line
Loans,  the  Administrative  Agent  shall  be  deemed to have received a Ratable
Borrowing  Notice  from the Borrower pursuant to Section 2.2.3 requesting that a
                                                 -------------
Ratable  Advance of Alternate Base Rate Loans be made pursuant to Section 2.2 on
                                                                  -----------
such  immediately  succeeding  Business  Day in an amount equal to the aggregate
amount  of  such  Swing  Line Loans, and the procedures set forth in Section 2.5
                                                                     -----------
shall  be  followed  in  making such Alternate Base Rate Loans.  The proceeds of
such  Alternate  Base Rate Loans (or other Loans described in Section 2.4(e)(i),
                                                              -----------------
if  requested)  received  by  the  Administrative  Agent  shall  be  immediately
delivered  to  the Swing Line Lender and applied to the direct repayment of such
Swing Line Loans to the extent thereof.  Effective on the day such Ratable Loans
are  made,  the  portion  of  the  Swing  Line  Loans so paid shall no longer be
outstanding as Swing Line Loans and shall be outstanding as Ratable Loans of the
Lenders bearing interest at a rate determined by reference to the Alternate Base
Rate,  in  accordance  with  the  provisions  of  this Article II.  The Borrower
                                                       ----------
authorizes  the  Administrative  Agent  and  the Swing Line Lender to charge the
Borrower's  account  maintained  with  the  Swing  Line Lender (up to the amount
available  in  such account) in order to immediately pay the amount of the Swing
Line Loans to the extent amounts received from the Lenders are not sufficient to
repay in full such Swing Line Loans.  If any portion of any such amount paid (or
deemed paid) to the Swing Line Lender should be recovered by or on behalf of the
Borrower  from  the  Swing  Line  Lender  in  the  event  of  the  bankruptcy or
reorganization of the Borrower or otherwise, the loss of the amount so recovered
shall  be ratably shared among all Lenders in the manner contemplated by Section
                                                                         -------
11.2.
----

(f)     If,  for  any reason (including, without limitation, the occurrence of a
Default  described  in  Section  7.6 or 7.7 of Article VII), Alternate Base Rate
                        ------------    ---    -----------
Loans may not be, or are not, made pursuant to paragraph (e) of this Section 2.4
                                                                     -----------
to  repay  Swing Line Loans as required by such paragraph, effective on the date
such  Alternate  Base Rate Loans would otherwise have been made, (i) each Lender
severally,  unconditionally and irrevocably agrees that it shall, without regard
to  the occurrence of any Unmatured Default or Default, purchase a participating
interest  in  such Swing Line Loans ("Unrefunded Swing Line Loans") in an amount
                                      ---------------------------
equal to the amount of Alternate Base Rate Loans which would otherwise have been
made  by such Lender pursuant to paragraph (e) of this Section 2.4 and (ii) each
                                                       -----------
Unrefunded  Swing  Line  Loan previously bearing interest at the Alternate Swing
Line  Rate  shall  commence  accruing interest at the Alternate Base Rate.  Each

<PAGE>

Lender  will  immediately  transfer  to the Administrative Agent, in immediately
available  funds,  the  amount  of  its  participation, and the proceeds of such
participation shall be distributed by the Administrative Agent to the Swing Line
Lender  in  such  amount as will reduce the amount of the participating interest
retained  by  the Swing Line Lender in the Swing Line Loans to the amount of the
Alternate  Base Rate Loans which were to have been made by the Swing Line Lender
pursuant  to  paragraph (e) of this Section 2.4.  In the event a Lender fails to
                                    -----------
make  available  to  the  Swing  Line  Lender  the  amount  of  such  Lender's
participation  as provided in this paragraph (f), the Swing Line Lender shall be
entitled  to  recover  such  amount  on  demand  from  such Lender together with
interest  at  the  customary rate set by the Swing Line Lender for correction of
errors  among  banks  for  one Business Day and thereafter at the Alternate Base
Rate then in effect.  All payments in respect of Unrefunded Swing Line Loans and
participations  therein  shall  be  made  in  accordance  with  Section  2.12.
                                                                -------------

(g)     Each Lender's obligation to make Ratable Loans pursuant to paragraph (e)
of  this  Section  2.4  and  to  purchase  participating  interests  pursuant to
          ------------
paragraph  (f) of this Section 2.4 shall be absolute and unconditional and shall
                       -----------
not  be  affected  by  any  circumstance, including, without limitation, (i) any
setoff,  counterclaim,  recoupment,  defense or other right which such Lender or
the  Borrower  may have against the Swing Line Lender, the Borrower or any other
Person,  as  the  case may be, for any reason whatsoever; (ii) the occurrence or
continuance  of  a Default or Unmatured Default; (iii) any adverse change in the
condition  (financial  or otherwise) of the Borrower or any of its Subsidiaries;
(iv)  any  breach  of this Agreement by the Borrower, any of its Subsidiaries or
any  Lender;  or  (v)  any  other  circumstance,  happening or event whatsoever,
whether  or  not  similar  to  any  of  the  foregoing.

2.5.     Availability  of  Funds.  Not  later than 1 p.m. (Chicago time) on each
         -----------------------
Borrowing  Date,  each Lender (or in the case of a Competitive Bid Advance, each
Lender  making a portion of such Advance) shall make available its Loan or Loans
(other  than Swing Line Loans), in funds immediately available in Chicago to the
Administrative  Agent  at  its  address specified pursuant to Article XIII.  The
Administrative  Agent will make the funds so received from the Lenders available
to  the  Borrower  at  the  Administrative  Agent's  aforesaid  address.

2.6.     Commitment  Fee;  Reductions  and  Increases  in  Aggregate Commitment.
         ----------------------------------------------------------------------
(a)     The  Borrower  agrees  to  pay  to  the  Administrative  Agent  for  the
ratable  account  of  each  Lender  a  commitment  fee  equal  to the Applicable
Commitment  Fee  Percentage  per  annum  on the daily unborrowed portion of such
Lender's  Commitment  (without giving effect to any outstanding Swing Line Loans
or  Competitive  Bid  Loans)  from the date hereof to and including the Facility
Termination  Date  applicable to such Lender, payable in arrears on each Payment
Date  hereafter  and  on  the  Facility  Termination  Date.

(b)     The  Borrower  may permanently reduce the Aggregate Commitment in whole,
or  in part ratably among the Lenders, in a minimum amount of $10,000,000 or any
integral  multiple of $1,000,000 in excess thereof, upon at least three Business
Days' written notice to the Administrative Agent, which notice shall specify the
amount  of  any  such  reduction;  provided,  however,  that  the  amount of the
                                   --------   -------
Aggregate  Commitment  may  not  be  reduced  below the sum of (i) the aggregate
principal amount of the outstanding Loans, plus (ii) the aggregate amount of the
                                           ----
outstanding  Facility Letter of Credit Obligations.  All accrued commitment fees
shall  be payable on the effective date of any termination of the obligations of
the  Lenders  to  make  Loans  hereunder.


<PAGE>

(c)     The Borrower may, from time to time, at its option, seek to increase the
Aggregate Commitment by up to $100,000,000 in the aggregate (i.e., the Aggregate
                                                             ----
Commitment shall not exceed $375,000,000) upon at least three (3) Business Days'
prior  notice to the Administrative Agent, which notice shall specify the amount
of  any  such  requested  increase  (which  shall  be in an amount not less than
$25,000,000)  and  shall  be  delivered  at  a time when no Default or Unmatured
Default  has  occurred  or  is  continuing.  The Borrower may, after giving such
notice,  offer  the  increase in the Aggregate Commitment to any of the existing
Lenders  and/or  to  other  banks,  financial  institutions  or  other  entities
acceptable  to  the Administrative Agent on a non pro-rata basis in such amounts
as  determined  by  the Borrower and agreed to by the Administrative Agent.  The
Borrower  may  elect  to  accept  an  increase in the Aggregate Commitment in an
amount equal to the aggregate increased commitments offered to the Borrower.  No
increase  in  the  Aggregate  Commitment  shall  become  effective until (i) the
existing  or  new  Lender  extending  such incremental commitment amount and the
Borrower  shall  have  executed  and  delivered  to  the Administrative Agent an
agreement  in  writing  in  form  and  substance  reasonably  acceptable  to the
Administrative  Agent pursuant to which such Lender states its Commitment amount
and agrees to assume and accept the obligations and rights of a Lender hereunder
and  (ii)  the  Borrower has provided the Administrative Agent with such related
certificates,  opinions  and  other  documents  as  the Administrative Agent may
reasonably  request.  In  conjunction  with  such  increase, the Lenders (new or
existing)  shall  accept  (and the existing Lenders shall make) an assignment at
par  of  an  interest  in  the  Loans  and Facility Letter of Credit Obligations
outstanding  at  the time of such Aggregate Commitment increase such that, after
giving  effect  thereto, all Loans and Facility Letter of Credit Obligations are
held  by  the Lenders on a pro-rata basis.  The Borrower shall make any payments
under  Section  3.4  resulting  from  such  assignments.

2.7.     Minimum  Amount of Each Ratable Advance.  Each Ratable Advance shall be
         ---------------------------------------
in the minimum amount of $10,000,000 (and in integral multiples of $1,000,000 if
in  excess thereof); provided, however, that (a) any Alternate Base Rate Advance
                     --------  -------
may  be  in  the  amount  of  the  unused  Aggregate  Commitment or in an amount
borrowed  pursuant  to  Section 2.4(e) and (b) in no event shall more than eight
                        --------------
(8)  Eurodollar  Advances  be  permitted  to  be  outstanding  at  any  time.

2.8.     Optional  Principal  Payments.  The Borrower may from time to time pay,
         -----------------------------
without penalty or premium, all outstanding Advances (other than Competitive Bid
Advances,  which  may  not  be  voluntarily prepaid), or, in a minimum aggregate
amount  of  $5,000,000 or any integral multiple of $1,000,000 in excess thereof,
any  portion  of  the outstanding Advances (other than Competitive Bid Advances)
upon  one Business Day's prior notice to the Administrative Agent in the case of
an  Alternate  Base  Rate  Advance  or  three Business Days' prior notice to the
Administrative  Agent  in the case of a Eurodollar Advance.  Any prepayment of a
Eurodollar  Advance  prior to the last day of the applicable Eurodollar Interest
Period  shall  be  subject  to  the  indemnity  provisions  of  Section  3.4.
                                                                ------------

2.9.     Changes  in Interest Rate, etc.  Each Alternate Base Rate Advance shall
         -------------------------------
bear  interest  at  the  Alternate Base Rate from and including the date of such
Advance  or  the date on which such Advance was converted into an Alternate Base
Rate  Advance  to (but not including) the date on which such Alternate Base Rate
Advance  is  paid  or converted to a Eurodollar Ratable Advance.  Changes in the
rate  of interest on that portion of any Advance maintained as an Alternate Base
Rate  Advance  will take effect simultaneously with each change in the Alternate
Base  Rate.  Each  Eurodollar Advance, Absolute Rate Advance and Swing Line Loan
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 Eurodollar Advance,
Absolute  Rate Advance or Swing Line Loan.  No Interest Period may end after the
Facility  Termination  Date.


<PAGE>

2.10.     Rates  Applicable  After  Default.  Notwithstanding  anything  to  the
          ---------------------------------
contrary  contained  in  Section  2.2.3  and  2.2.4,  no Advance may be made as,
                         --------------       -----
converted  into  or  continued  as a Eurodollar Ratable Advance (except with the
consent  of  the Administrative Agent and the Required Lenders) when any Default
or  Unmatured Default has occurred and is continuing.  During the continuance of
a  Default  the Required Lenders may, at their option, by notice to the Borrower
(which  notice  may  be  revoked  at  the  option  of  the  Required  Lenders
notwithstanding  any provision of Section 8.2 requiring unanimous consent of the
                                  -----------
Lenders  to  changes  in  interest rates), declare that each Eurodollar Advance,
Alternate  Base  Rate  Advance  and Swing Line Loan shall bear interest (for the
remainder  of  the applicable Interest Period in the case of Eurodollar Advances
and  Absolute  Rate  Advances)  at  a rate per annum equal to the rate otherwise
applicable  plus  two  percent  (2%)  per  annum;  provided,  however, that such
                                                   --------   -------
increased rate shall automatically and without action of any kind by the Lenders
become  and  remain  applicable  until  revoked  by  the Required Lenders in the
event  of  a  Default  described  in  Section  7.6  or  7.7.
                                      ------------      ---

2.11.     Method of Payment.  All payments of the Obligations hereunder shall be
          -----------------
made,  without  setoff,  deduction  or  counterclaim,  in  immediately available
funds  to  the  Administrative  Agent  at  the  Administrative  Agent's  address
specified  pursuant to Article XIII, or at any other Lending Installation of the
                       ------------
Administrative  Agent  specified  in  writing by the Administrative Agent to the
Borrower,  by  noon  (Chicago  time)  on  the date when due and shall be applied
ratably  by  the Administrative Agent among the Lenders.  Each payment delivered
to  the  Administrative  Agent  for the account of any Lender shall be delivered
promptly  by  the  Administrative Agent to such Lender in the same type of funds
that  the  Administrative  Agent  received  at its address specified pursuant to
Article  XIII  or  at any Lending Installation specified in a notice received by
-------------
the  Administrative  Agent from such Lender.  The Administrative Agent is hereby
authorized  to  charge  the account of the Borrower maintained with Bank One for
each payment of principal, interest and fees as it becomes due hereunder, if the
Administrative  Agent has provided the Borrower with notice of each such payment
at  least  one  day  prior  to  its  becoming  due  hereunder.

2.12.     Notes; Telephonic Notices.  Each Lender is hereby authorized to record
          -------------------------
the  principal  amount  of  each  of  its  Loans  and  each  repayment  on  the
schedule attached to its Note; provided, however, that neither the failure to so
                               --------  -------
record nor any error in such recordation shall affect the Borrower's obligations
under  such  Note.  The  Borrower  hereby  authorizes  the  Lenders  and  the
Administrative  Agent to extend, convert or continue Advances, effect selections
of  Types of Advances, submit Competitive Bid Quotes and to transfer funds based
on  telephonic notices made by any person or persons the Administrative Agent or
any  Lender  in good faith believes to be acting on behalf of the Borrower.  The
Borrower  agrees  to  deliver  promptly  to  the  Administrative Agent a written
confirmation,  if  such confirmation is requested by the Administrative Agent or
any Lender, of each telephonic notice signed by an Authorized Officer or another
management  level employee designated in writing by an Authorized Officer to the
Administrative  Agent.  If  the  written  confirmation  differs  in any material
respect  from  the action taken by the Administrative Agent and the Lenders, the
records of the Administrative Agent and the Lenders shall govern absent manifest
error.


<PAGE>

2.13.     Interest  Payment  Dates; Interest and Fee Basis.  Interest accrued on
          ------------------------------------------------
each  Alternate  Base  Rate  Advance  shall  be  payable  on  each Payment Date,
commencing  with the first such date to occur after the date hereof, on any date
on  which an Alternate Base Rate Advance is prepaid, whether due to acceleration
or  otherwise,  and  at  maturity.  Interest  upon each Swing Line Loan shall be
payable  upon  the  date  such  Swing  Line  Loan is repaid and at its maturity.
Interest  accrued  on  each Eurodollar Advance or Absolute Rate Advance shall be
payable  on the last day of its applicable Interest Period, on any date on which
the  Eurodollar  Advance  or  Absolute  Rate  Advance  is  prepaid,  whether  by
acceleration or otherwise, and at maturity.  Interest accrued on each Eurodollar
Advance  or  Absolute  Rate  Advance  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 and commitment fees shall be calculated
for  actual  days  elapsed  on  the  basis of a 360-day year.  Interest shall be
payable for the day an Advance is made but not for the day of any payment on the
amount  paid if payment is received prior to noon (Chicago time) at the place of
payment.  If  any payment of principal of or interest on an Advance 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.

2.14.     Notification  of  Advances,  Interest  Rates,  Prepayments, Commitment
          ----------------------------------------------------------------------
Reductions  and  Issuance  Requests.  Promptly  after  receipt  thereof,  the
-----------------------------------
Administrative  Agent  will notify each Lender of the contents of each Aggregate
Commitment  reduction  notice, Ratable Borrowing Notice, Conversion/Continuation
Notice, Invitation for Competitive Quotes, Issuance Request and repayment notice
Received  by  it  hereunder.  The  Administrative  Agent will notify each Lender
of  the  interest  rate  applicable  to  each  Eurodollar  Advance promptly upon
determination  of  such interest rate and will give each Lender prompt notice of
each  change  in  the  Alternate  Base  Rate.

2.15.     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  and  the Notes shall be deemed held by each Lender for the benefit
of  such  Lending  Installation.  Each Lender may, by written or telex notice to
the  Administrative  Agent  and  the  Borrower, designate a Lending Installation
through  which  Loans will be made by it and for whose account Loan payments are
to  be  made.

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

<PAGE>

period  commencing  on  the  date  such  amount  was  so  made  available by the
Administrative  Agent  until  the  date  the  Administrative Agent recovers such
amount  at a rate per annum equal to (a) in the case of payment by a Lender, the
Federal  Funds Effective Rate for such day, or (b) in the case of payment by the
Borrower,  the  interest  rate  applicable  to  the  relevant  Loan.

2.17.    Taxes.
         -----
(a)     Any  payments  made  by  the  borrower  under  this  Agreement  shall be
made  free  and clear of, and without deduction or withholding for or on account
of, any present or future income, stamp or other taxes, levies, imposts, duties,
charges,  fees,  deductions  or  withholdings, now or hereafter imposed, levied,
collected,  withheld  or  assessed  by any Governmental Authority, excluding net
income  taxes and franchise taxes or any other tax based upon any income imposed
on  the  Administrative  Agent  or  any  Lender by the jurisdiction in which the
Administrative  Agent  or such Lender is incorporated or has its principal place
of  business.  If any such non-excluded taxes, levies, imposts, duties, charges,
fees,  deductions  or  withholdings  ("Non-Excluded  Taxes")  are required to be
withheld  from  any  amounts  payable  to the Administrative Agent or any Lender
hereunder,  the  amounts  so  payable to the Administrative Agent or such Lender
shall  be increased to the extent necessary to yield to the Administrative Agent
or  such  Lender  (after payment of all Non-Excluded Taxes) interest or any such
other  amounts  payable hereunder at the rates or in the amounts specified in or
pursuant  to  this  Agreement; provided, however, that the Borrower shall not be
                               --------  -------
required  to  increase  any  such  amounts  payable  to  any  Lender that is not
organized  under the laws of the U.S. or a state thereof if such Lender fails to
comply  with  the  requirements of paragraph (b) of this Section 2.17.  Whenever
                                                         ------------
any  Non-Excluded  Taxes are payable by the Borrower, as promptly as practicable
thereafter  the  Borrower  shall  send  to  the Administrative Agent for its own
account  or for the account of such Lender, as the case may be, a certified copy
of  an  original  official  receipt  received  by  the  Borrower showing payment
thereof.  If  the  Borrower  fails to pay any Non-Excluded Taxes when due to the
appropriate  taxing  authority or fails to remit to the Administrative Agent the
required  receipts  or  other  required documentary evidence, the Borrower shall
indemnify  the  Administrative  Agent and the Lenders for any incremental taxes,
interest or penalties that may become payable by any Administrative Agent or any
Lender  as  a  result  of any such failure.  The agreements in this Section 2.17
                                                                    ------------
shall  survive  the  termination  of this Agreement and the payment of all other
amounts  payable  hereunder.

(b)     At least five Business Days prior to the first date on which interest or
fees  are  payable  hereunder for the account of any Lender, each Lender that is
not  incorporated  under  the  laws  of the United States of America, or a state
thereof,  agrees  that  it  will  deliver  to  each  of  the  Borrower  and  the
Administrative Agent two duly completed copies of United States Internal Revenue
Service  Form  W-8BEN  or  W-8ECI, certifying in either case that such Lender is
entitled  to  receive  payments  under  this  Agreement  and  the  Notes without
deduction or withholding of any United States federal income taxes.  Each Lender
which  so delivers a Form W-8BEN or W-8ECI further undertakes to deliver to each
of  the Borrower and the Administrative Agent two additional copies of such form
(or  a  successor form) on or before the date that such form expires (currently,
three  successive  calendar years for Form W-8BEN and one calendar year for Form
W-8ECI)  or  becomes  obsolete  or after the occurrence of any event requiring a
change  in the most recent forms so delivered by it, and such amendments thereto
or extensions or renewals thereof as may be reasonably requested by the Borrower
or  the  Administrative  Agent,  in  each  case  certifying  that such Lender is
entitled  to  receive  payments  under  this  Agreement  and  the  Notes without
deduction  or  withholding  of any United States federal income taxes, unless an
event  (including,  without limitation, any change in treaty, law or regulation)
has  occurred  prior  to  the date on which any such delivery would otherwise be
required  which  renders all such forms inapplicable or which would prevent such
Lender  from duly completing and delivering any such form with respect to it and
such  Lender  advises  the  Borrower and the Administrative Agent that it is not
capable  of  receiving  payments  without any deduction or withholding of United
States  federal  income  tax.


<PAGE>

2.18.    Administrative  Agent's  Fees.  The  Borrower  shall  pay  to  the
         -----------------------------
Administrative  Agent  those fees, in addition to the commitment fees referenced
in  Section 2.6(a), in the amounts and at the times separately agreed to between
    --------------
the  Administrative  Agent  and  the  Borrower.

2.19.    Facility  Letters  of  Credit.
         -----------------------------
2.19.1.      Issuance  of  Facility  Letters  of  Credit.  (a)  From  and  after
             -------------------------------------------
the  date  hereof, the Issuer agrees, upon the terms and conditions set forth in
this Agreement, to issue at the request and for the account of the Borrower, one
or more Facility Letters of Credit; provided, however, that the Issuer shall not
                                    --------  -------
be  under  any  obligation to issue, and shall not issue, any Facility Letter of
Credit  if  (i)  any  order, judgment or decree of any governmental authority or
other  regulatory  body  with  jurisdiction over the Issuer shall purport by its
terms  to  enjoin  or  restrain such Issuer from issuing such Facility Letter of
Credit,  or  any  law  or  governmental  rule,  regulation, policy, guideline or
directive  (whether  or  not  having  the  force  of  law) from any governmental
authority  or  other  regulatory  body  with  jurisdiction over the Issuer shall
prohibit,  or  request  that  the  Issuer refrain from, the issuance of Facility
Letters  of Credit in particular or shall impose upon the Issuer with respect to
any  Facility Letter of Credit any restriction or reserve or capital requirement
(for  which  the  Issuer is not otherwise compensated) or any unreimbursed loss,
cost  or  expense which was not applicable, in effect and known to the Issuer as
of  the date of this Agreement and which the Issuer in good faith deems material
to  it; (ii) one or more of the conditions to such issuance contained in Section
                                                                         -------
4.2  is  not  then satisfied; or (iii) after giving effect to such issuance, the
---
aggregate  outstanding amount of the Facility Letter of Credit Obligations would
exceed  the  Facility  Letter  of  Credit  Sublimit.

(b)     In  no  event  shall:  (i)  the  aggregate amount of the Facility Letter
of Credit Obligations at any time exceed the Facility Letter of Credit Sublimit;
(ii)  the  sum  at  any  time  of (A) the aggregate amount of Facility Letter of
Credit  Obligations  and  (B)  the  aggregate  principal  balance of outstanding
Advances  exceed the amount of the Aggregate Commitment; or (iii) the expiration
date  of  any Facility Letter of Credit (including, without limitation, Facility
Letters  of  Credit issued with an automatic "evergreen" provision providing for
renewal  absent  advance  notice by the Borrower or the Issuer), or the date for
payment  of  any draft presented thereunder and accepted by the Issuer, be later
than  the  date  five  (5)  Business  Days before the Facility Termination Date.

2.19.2      Participating  Interests.  Immediately  upon  the  issuance  by  the
            ------------------------
Issuer  of  a  Facility Letter of Credit in accordance with Section 2.19.4, each
                                                            --------------
Lender  shall  be  deemed  to have irrevocably and unconditionally purchased and
received  from  the  Issuer,  without  recourse,  representation or warranty, an
undivided  participation  interest  equal to its pro-rata share of the Aggregate
Commitment  of  the  face amount of such Facility Letter of Credit and each draw
paid  by  the  Issuer  thereunder.  Each  Lender's  obligation  to  pay  its
proportionate  share  of  all draws under the Facility Letters of Credit, absent
gross  negligence or willful misconduct by the Issuer in honoring any such draw,
shall  be absolute, unconditional and irrevocable and in each case shall be made
without  counterclaim  or  set-off  by  such  Lender.


<PAGE>

2.19.3      Facility  Letter  of  Credit  Reimbursement  Obligations.  (a)  The
            --------------------------------------------------------
Borrower  agrees to pay to the Issuer of a Facility Letter of Credit (i) on each
date  that  any  amount is drawn under each Facility Letter of Credit a sum (and
interest  on  such  sum as provided in clause (ii) below) equal to the amount so
drawn  plus  all  other  charges  and expenses with respect thereto specified in
Section 2.19.6 or in the applicable Reimbursement Agreement and (ii) interest on
--------------
any  and all amounts remaining unpaid under this Section 2.19.3 until payment in
                                                 --------------
full  at the Alternate Base Rate plus the margin specified in Section 2.10.  The
                                                              ------------
Borrower agrees to pay to the Issuer the amount of all Facility Letter of Credit
Reimbursement  Obligations  owing  in  respect  of any Facility Letter of Credit
immediately  when  due,  under all circumstances, including, without limitation,
any  of the following circumstances:  (w) any lack of validity or enforceability
of  this  Agreement or any of the other Loan Documents; (x) the existence of any
claim,  set-off,  defense or other right which the Borrower may have at any time
against  a  beneficiary  named in a Facility Letter of Credit, any transferee of
any Facility Letter of Credit (or any Person for whom any such transferee may be
acting),  any  Lender  or  any  other  Person,  whether  in connection with this
Agreement,  any  Facility Letter of Credit, the transactions contemplated herein
or  any unrelated transactions (including any underlying transaction between the
Borrower  and  the  beneficiary named in any Facility Letter of Credit); (y) the
validity,  sufficiency  or  genuineness  of  any  document  which the Issuer has
determined  in  good faith complies on its face with the terms of the applicable
Facility Letter of Credit, even if such document should later prove to have been
forged,  fraudulent,  invalid  or  insufficient  in any respect or any statement
therein  shall  have  been  untrue  or  inaccurate  in  any  respect; or (z) the
surrender or impairment of any security for the performance or observance of any
of  the  terms  hereof.

(b)     Notwithstanding  any  provisions  to  the  contrary in any Reimbursement
Agreement,  the  Borrower  agrees  to reimburse the Issuer for amounts which the
Issuer  pays  under  such  Facility  Letter  of  Credit  no  later than the time
specified  in  this  Agreement.  If  the Borrower does not pay any such Facility
Letter  of  Credit  Reimbursement  Obligations  when  due, the Borrower shall be
deemed  to  have  immediately  requested that the Lenders make an Alternate Base
Rate  Advance  under  this  Agreement  in  a  principal  amount  equal  to  such
unreimbursed  Facility  Letter  of  Credit  Reimbursement  Obligations.  The
Administrative  Agent  shall  promptly notify the Lenders of such deemed request
and, without the necessity of compliance with the requirements of Sections 2.2.3
                                                                  --------------
and  4.2,  each Lender shall make available to the Administrative Agent its Loan
     ---
in the manner prescribed for Alternate Base Rate Advances.  The proceeds of such
Loans  shall  be  paid  over  by  the Administrative Agent to the Issuer for the
account  of the Borrower in satisfaction of such unreimbursed Facility Letter of
Credit  Reimbursement  Obligations, which shall thereupon be deemed satisfied by
the  proceeds  of,  and  replaced  by,  such  Alternate  Base  Rate  Advance.

(c)     If  the  Issuer  makes  a  payment  on account of any Facility Letter of
Credit  and  is  not concurrently reimbursed therefor by the Borrower and if for
any  reason an Alternate Base Rate Advance may not be made pursuant to paragraph
(b) above, then as promptly as practical during normal banking hours on the date
of  its  receipt  of  such notice or, if not practicable on such date, not later
than noon (Chicago time) on the Business Day immediately succeeding such date of
notification,  each  Lender  shall  deliver  to the Administrative Agent for the
account  of  the  Issuer, in immediately available funds, the purchase price for
such  Lender's  interest  in  such  unreimbursed  Facility  Letter  of  Credit
Obligations,  which  shall be an amount equal to such Lender's pro-rata share of
such  payment.  Each  Lender  shall,  upon  demand by the Issuer, pay the Issuer
interest  on  such Lender's pro-rata share of such draw from the date of payment
by  the  Issuer  on  account of such Facility Letter of Credit until the date of
delivery  of  such  funds  to  the  Issuer  by  such Lender at a rate per annum,

<PAGE>

computed  for  actual days elapsed based on a 360-day year, equal to the Federal
Funds Effective Rate for such period; provided, that such payments shall be made
                                      --------
by  the  Lenders  only  in  the  event  and to the extent that the Issuer is not
reimbursed in full by the Borrower for interest on the amount of any draw on the
Facility  Letters  of  Credit.

(d)     At  any  time  after  the  Issuer  has  made a payment on account of any
Facility  Letter  of Credit and has received from any other Lender such Lender's
pro-rata share of such payment, such Issuer shall, forthwith upon its receipt of
any  reimbursement (in whole or in part) by the Borrower for such payment, or of
any  other  amount  from  the  Borrower  or  any other Person in respect of such
payment  (including, without limitation, any payment of interest or penalty fees
and  any  payment  under any collateral account agreement of the Borrower or any
Loan Document but excluding any transfer of funds from any other Lender pursuant
to Section 2.19.3(b)), transfer to such other Lender such other Lender's ratable
   -----------------
share  of  such  reimbursement  or  other  amount; provided, that interest shall
                                                   --------
accrue  for  the  benefit  of  such  Lender from the time such Issuer has made a
payment  on account of any Facility Letter of Credit; provided, further, that in
                                                      --------  -------
the  event  that the receipt by the Issuer of such reimbursement or other amount
is found to have been a transfer in fraud of creditors or a preferential payment
under the United States Bankruptcy Code or is otherwise required to be returned,
such  Lender  shall promptly return to the Issuer any portion thereof previously
transferred  by  the  Issuer  to such Lender, but without interest to the extent
that  interest  is  not  payable  by  the  Issuer  in  connection  therewith.

2.19.4      Procedure  for  Issuance.  Prior  to  the  issuance of each Facility
            ------------------------
Letter  of  Credit,  and  as  a  condition  of such issuance, the Borrower shall
deliver  to the Issuer (with a copy to the Administrative Agent) a Reimbursement
Agreement signed by the Borrower, together with such other documents or items as
may be required pursuant to the terms thereof, and the proposed form and content
of  such  Facility  Letter  of  Credit  shall  be reasonably satisfactory to the
Issuer.  Each  Facility Letter of Credit shall be issued no earlier than two (2)
Business  Days  after delivery of the foregoing documents, which delivery may be
by  the  Borrower  to  the  Issuer  by telecopy, telex or other electronic means
followed by delivery of executed originals within five (5) days thereafter.  The
documents so delivered shall be in compliance with the requirements set forth in
Section  2.19.1(b),  and  shall  specify  therein  (i)  the stated amount of the
-----------------
Facility Letter of Credit requested, (ii) the effective date of issuance of such
requested  Facility  Letter  of Credit, which shall be a Business Day, (iii) the
date on which such requested Facility Letter of Credit is to expire, which shall
be a Business Day prior to the date five (5) Business Days prior to the Facility
Termination  Date,  (iv)  the  entity  for  whose benefit the requested Facility
Letter  of  Credit is to be issued, which shall be the Borrower or a Subsidiary,
and  (v) the aggregate amount of Facility Letter of Credit Obligations which are
outstanding  and  which will be outstanding after giving effect to the requested
Facility Letter of Credit issuance.  The delivery of the foregoing documents and
information  shall  constitute  an  "Issuance  Request"  for  purposes  of  this
Agreement.  Subject  to  the terms and conditions of Section 2.19.1 and provided
                                                     --------------     --------
that  the  applicable  conditions  set  forth  in  Section  4.2 hereof have been
                                                   ------------
satisfied,  the  Issuer shall, on the requested date, issue a Facility Letter of
Credit  on  behalf  of  the  Borrower  in accordance with the Issuer's usual and
customary  business  practices.  In  addition,  any  amendment  of  an  existing
Facility  Letter  of  Credit shall be deemed to be an issuance of a new Facility
Letter  of Credit and shall be subject to the requirements set forth above.  The
Issuer shall give the Administrative Agent prompt written notice of the issuance
of  any  Facility  Letter  of  Credit.


<PAGE>

2.19.5      Nature  of  the  Lenders' Obligations.  (a)  As between the Borrower
            -------------------------------------
and the Lenders, the Borrower assumes all risks of the acts and omissions of, or
misuse of the Facility Letters of Credit by, the respective beneficiaries of the
Facility  Letters  of  Credit.  In  furtherance  and  not  in  limitation of the
foregoing,  the  Lenders  shall  not  be responsible for (i) the form, validity,
sufficiency,  accuracy, genuineness or legal effect of any document submitted by
any  party  in  connection  with  the  application for an issuance of a Facility
Letter  of  Credit, even if it should in fact prove to be in any or all respects
invalid,  insufficient,  inaccurate,  fraudulent or forged; (ii) the validity or
sufficiency  of  any  instrument  transferring  or  assigning  or  purporting to
transfer  or  assign  a  Facility  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) the failure of the beneficiary of a
Facility  Letter  of  Credit  to  comply  fully  with  conditions required to be
satisfied  by  any  Person  other  than  the  Issuer  in order to draw upon such
Facility  Letter  of  Credit; (iv) errors, omissions, interruptions or delays in
transmission  or  delivery  of any messages, by mail, cable, telegraph, telex or
otherwise;  (v)  errors  in  the  interpretation  of  technical  terms; (vi) the
misapplication by the beneficiary of a Facility Letter of Credit of the proceeds
of  any  drawing under such Facility Letter of Credit; or (vii) any consequences
arising  from  causes  beyond  control  of  the  Issuer.

(b)     In  furtherance  and  extension  and  not  in limitation of the specific
provisions  hereinabove  set  forth,  any  action taken or omitted by the Issuer
under  or  in  connection  with  the  Facility  Letters of Credit or any related
certificates,  if  taken  or  omitted  in  good  faith,  shall  not  put  the
Administrative Agent or any Lender under any resulting liability to the Borrower
or relieve the Borrower of any of its obligations hereunder to the Issuer or any
such  Person.

2.19.6      Facility  Letter  of  Credit Fees.  The  Borrower  hereby  agrees to
            ---------------------------------
pay to the Administrative Agent for the account of the Issuer or the Lenders, as
applicable, letter of credit fees with respect to each Facility Letter of Credit
from  and  including  the  date of issuance thereof until the date such Facility
Letter of Credit is fully drawn, canceled or expired, (a) for the account of the
Issuer,  computed  at such rate as may be agreed upon between the Issuer and the
Borrower, on the aggregate initial face amount of such Facility Letter of Credit
payable on the date of issuance, and (b) for the ratable account of the Lenders,
equal  to (i) in the case of Commercial Letters of Credit, 50% of the Applicable
Eurodollar  Margin  times  the  aggregate initial face amount of such Commercial
Letter  of  Credit,  payable  upon the date of issuance thereof, and (ii) in the
case  of  Standby  Letters of Credit, the Applicable Eurodollar Margin times the
aggregate  amount  from  time  to  time  available  to  be drawn on such Standby
Facility Letter of Credit, calculated with respect to actual days elapsed on the
basis of a 360-day year and payable quarterly in arrears on each Payment Date in
each  year  and upon the expiration, cancellation or utilization in full of such
Facility Letter of Credit.  In addition to the foregoing, the Borrower agrees to
pay the Issuer any other fees customarily charged by it in respect of Letters of
Credit  issued  by  it.

2.20.    Extension  of  Facility  Termination Date.  The Borrower may request an
         -----------------------------------------
extension  of  the  Facility  Termination  Date  by  submitting a request for an
extension  to  the Administrative Agent (an "Extension Request") no more than 60
days  but  no less than 40 days prior to the then effective Facility Termination
Date.  The  Extension  Request  must  specify  the new Facility Termination Date
requested by the Borrower and the date (which must be at least 30 days after the
Extension  Request  is  delivered  to  the Administrative Agent) as of which the
Lenders  must  respond  to the Extension Request (the "Extension Date"). The new
Facility  Termination  Date  shall  be no more than 364 days after the Extension
Date,  including the Extension Date as one of the days in the calculation of the
days  elapsed. Promptly upon receipt of an Extension Request, the Administrative
Agent  shall  notify  each Lender of the contents thereof and shall request each

<PAGE>

Lender  to  approve  the  Extension  Request.  Each  Lender  may,  in  its  sole
discretion,  elect  to  approve  or  deny  such Extension Request.  Failure of a
Lender  to respond to an Extension Request by the Extension Date shall be deemed
a  refusal  to  approve  such  Extension  Request.  Each  Lender  approving  the
Extension  Request shall deliver its written consent no later than the Extension
Date. Any consent delivered by a Lender to the Administrative Agent prior to the
Extension  Date  may be revoked prior to the Extension Date by the Lender giving
written  notice  of  such  revocation  to  the  Administrative  Agent before the
Extension  Date.  If  the  consent  of  each  of  the Lenders is received by the
Administrative  Agent  and remains in effect on the Extension Date, the Facility
Termination  Date  specified  in the Extension Request shall become effective on
the  Extension  Date  and  the  Administrative  Agent  shall promptly notify the
Borrower  and  each Lender of the new Facility Termination Date.  Otherwise, the
then  effective Facility Termination Date shall be unchanged.  In no event shall
the  Borrower be entitled to seek or obtain more than two extensions pursuant to
this  Section  2.20.
      -------------

                                   ARTICLE  III

                             CHANGE IN CIRCUMSTANCES
                             -----------------------

3.1.     Yield  Protection.  If,  after  the date hereof, the adoption of or any
         -----------------
change  in  any  law or any governmental or quasi-governmental rule, regulation,
policy,  guideline or directive (whether or not having the force of law), or any
interpretation  thereof,  or  the  compliance  of  any  Lender  therewith,

(a)     subjects  any  Lender  or  any  applicable  Lending  Installation to any
tax,  duty,  charge  or  withholding  on  or from payments due from the Borrower
(excluding  taxation  of  the  overall  net  income  of any Lender or applicable
Lending Installation imposed by the jurisdiction in which such Lender or Lending
Installation is incorporated or has its principal place of business), or changes
(excluding  increases  in  the  income  tax rates imposed by the jurisdiction in
which  the  applicable Lender or Lending Installation is incorporated or has its
principal place of business) the basis of taxation of principal, interest or any
other  payments  to  any Lender or Lending Installation in respect of its Loans,
its  interest  in  the  Facility  Letters  of  Credit  or  other  amounts due it
hereunder,  or

(b)     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 (other than reserves and assessments taken into
account  in determining the interest rate applicable to Eurodollar Advances), or

(c)     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  Loans  or  issuing Facility Letters of Credit or reduces any amount
receivable  by  any  Lender or any applicable Lending Installation in connection
with  any  Loans  or  Facility  Letters of Credit, or requires any Lender or any
applicable  Lending  Installation to make any payment calculated by reference to
the  amount  of Loans held, Facility Letters of Credit issued or participated in
or interest received by it, by an amount deemed material by such Lender,

then,  within  15  days  of  demand  by such Lender, the Borrower shall pay such
Lender that portion of such increased expense incurred or resulting in an amount
received  which  such  Lender  determines is attributable to making, funding and
maintaining  its  Loans,  its interest in the Facility Letters of Credit and its
Commitment.


<PAGE>

3.2.     Changes  in  Capital  Adequacy Regulations.  If a Lender determines 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, then, within 15 days of demand by such
Lender,  the  Borrower  shall 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  interest  in the Facility Letters of Credit or its obligation to make Loans
or  participate  in  or issue Facility Letters of Credit hereunder (after taking
into account such Lender's policies as to capital adequacy).  "Change" means (a)
                                                               ------
any  change  after  the  date  of  this  Agreement  in  the  Risk-Based  Capital
Guidelines,  or  (b) 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  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  (a)  the
                            -------------------------------
risk-based capital guidelines in effect in the United States on the date of this
Agreement  and  (b)  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"  and  any amendments to such regulations adopted prior to the date of
this  Agreement.

3.3.     Availability  of  Types  of  Advances.  If  any  Lender determines that
         -------------------------------------
maintenance  of  its  Eurodollar  Loans at a suitable Lending Installation would
violate  any  applicable  law,  rule,  regulation,  or directive, whether or not
having  the force of law, or if the Required Lenders determine that (a) deposits
of  a  type  and  maturity appropriate to match fund Eurodollar Advances are not
available,  or  (b)  the  interest rate applicable to a Type of Advance does not
accurately  or  fairly  reflect  the cost of making or maintaining such Advance,
then  the  Administrative  Agent  shall suspend the availability of the affected
Type  of  Advance  until  such  circumstance  no  longer  exists and require any
Eurodollar  Advances  of  the  affected  Type  to  be  repaid.

3.4.     Funding  Indemnification.  If  any  payment  of a Eurodollar Advance or
         ------------------------
Swing Line Advance bearing interest at the Alternate Swing Line Rate occurs on a
date  which  is  not  the  last  day  of the applicable Interest Period, whether
because  of  acceleration,  prepayment  or otherwise, or any such Advance is not
made  on the date specified by the Borrower for any reason other than default by
the  Lenders,  the  Borrower  will  indemnify  the Administrative Agent and each
Lender  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  such  Advance.

3.5.     Lender  Statements;  Survival  of  Indemnity.  To the extent reasonably
         --------------------------------------------
possible,  each  Lender  shall  designate an alternate Lending Installation with
respect  to its Eurodollar Loans to reduce any liability of the Borrower 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.  Each  Lender  shall  deliver  a  written statement of such Lender
to  the Borrower (with a copy to the Administrative Agent) as to the amount due,
if  any,  under Section 3.1, 3.2 or 3.4.  Such written statement shall set forth
                -----------  ---    ---
in  reasonable  detail  the  calculations upon which such Lender determined such
amount and shall be final, conclusive and binding on the Borrower in the absence

<PAGE>

of  manifest  error.  Determination  of  amounts  payable under such Sections in
connection  with  a  Eurodollar  Loan  shall be calculated as though each Lender
funded  its  Eurodollar  Loan  through the purchase of a deposit of the type and
maturity  corresponding  to  the  deposit used as a reference in determining the
Eurodollar  Rate  applicable  to  such Loan, whether in fact that is the case or
not.  Unless  otherwise  provided  herein,  the  amount specified in the written
statement of any Lender shall be payable on demand after receipt by the Borrower
of  the  written statement.  The obligations of the Borrower 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 Loans and Facility Letters of Credit.  The Lenders shall not be
         --------------------------------------------
required  to  make  the  initial  Advances hereunder and the Issuer shall not be
required  to  issue  any Facility Letter of Credit hereunder unless the Borrower
has  furnished  the following to the Administrative Agent with sufficient copies
for the Lenders and the other conditions set forth below have been satisfied, in
each  case  on  or  before  October  31,  2001:

(a)     Charter  Documents;  Good  Standing  Certificates.  Copies  of  the
        -------------------------------------------------
certificate  of  incorporation of the Borrower, together with all amendments and
other  modifications  thereto, certified by the appropriate governmental officer
in  its jurisdiction of incorporation, together with a good standing certificate
issued  by  the  Secretary of State of the jurisdiction of its incorporation and
such  other  jurisdictions  as  shall  be requested by the Administrative Agent.

(b)     By-Laws  and  Resolutions.  Copies,  certified  by  the  Secretary  or
        -------------------------
Assistant  Secretary  of  the  Borrower,  of  its  by-laws  and  of its Board of
Directors'  resolutions  authorizing  the execution, delivery and performance of
the  Loan  Documents  to  which  the  Borrower  is  a  party.

(c)     Secretary's  Certificate.  An  incumbency  certificate,  executed by the
        ------------------------
Secretary  or  Assistant Secretary of the Borrower, which shall identify by name
and  title  and bear the signature of the officers of the Borrower authorized to
sign the Loan Documents and to make borrowings hereunder, upon which certificate
the  Administrative  Agent  and  the  Lenders  shall  be  entitled to rely until
informed  of  any  change  in  writing  by  the  Borrower.

(d)     Officer's  Certificate.  A certificate, dated the date hereof, signed by
        ----------------------
an Authorized Officer of the Borrower, in form and substance satisfactory to the
Administrative  Agent,  to  the  effect  that: (i) on the initial Borrowing Date
(both  before and after giving effect to the making of any Loans (or issuance of
any  Facility  Letters  of Credit hereunder) no Default or Unmatured Default has
occurred  and  is  continuing; (ii) no injunction or temporary restraining order
which  would  prohibit  the  making  of  any  Loans (or issuance of any Facility
Letters  of  Credit)  or  other litigation which could reasonably be expected to
have  a  Material  Adverse  Effect  is  pending or, to the best of such Person's
knowledge,  threatened;  (iii)  each  of  the representations and warranties set
forth  in  Article  V  of  this  Agreement  is true and correct on and as of the
           ----------
initial  Borrowing  Date;  and  (iv) since June 30, 2001, no event or change has
occurred  that  has  caused  or  evidences  a  Material  Adverse  Effect.


<PAGE>

(e)     Legal  Opinions.  A  written opinion of  R. W. Lockwood, General Counsel
        ---------------
for  the  Borrower and the Guarantors, addressed to the Administrative Agent and
the  Lenders  in  the  form  of  Exhibit  I  attached  hereto.
                                 ----------

(f)     Notes.  Notes  payable to the order of each of the Lenders duly executed
        -----
by  the  Borrower.

(g)     Loan  Documents.  Executed  originals  of this Agreement and each of the
        ---------------
Loan  Documents,  which  shall  be  in  full force and effect, together with all
schedules,  exhibits,  certificates,  instruments,  opinions,  documents  and
financial  statements  required  to  be  delivered  pursuant hereto and thereto.

(h)     Letters  of Direction.  Written money transfer instructions with respect
        ---------------------
to Advances in form and substance acceptable to the Administrative Agent and its
counsel  addressed  to  the  Administrative  Agent  and  signed by an Authorized
Officer,  together  with such other related money transfer authorizations as the
Administrative  Agent  may  have  reasonably  requested.

(i)     Guarantor  Charter Documents; Good Standing Certificates.  Copies of the
        --------------------------------------------------------
articles  or  certificates of incorporation of each Guarantor, together with all
amendments  thereto,  both  certified by the Secretary or Assistant Secretary of
such  Guarantor,  together  with  a  good  standing  certificate  issued  by the
Secretary  of  State  of  the  jurisdiction  of its incorporation and such other
jurisdictions  as  shall  be  requested  by  the  Administrative  Agent.

(j)     Guarantor  By-Laws  and Resolutions.  Copies, certified by the Secretary
        -----------------------------------
or Assistant Secretary of each Guarantor, of its by-laws and Board of Directors'
resolutions  of  such  Guarantor  (and  resolutions  of other bodies, if any are
deemed  necessary  by  counsel  for  the  Administrative  Agent) authorizing the
execution,  delivery  and  performance  of the Loan Documents to which each such
Guarantor  is  a  party.

(k)     Guarantor  Secretary's Certificate.  An incumbency certificate, executed
        ----------------------------------
by  the Secretary or Assistant Secretary of each Guarantor, which shall identify
by  name  and  title  and  bear  the signature of the officers of such Guarantor
authorized  to sign the Loan Documents upon which certificate the Administrative
Agent  and the Lenders shall be entitled to rely until informed of any change in
writing  by  the  Borrower.

(l)     Termination  of Existing Credit Agreements.  Each of the Existing Credit
        ------------------------------------------
Agreements  shall  have  terminated  and  all outstanding obligations thereunder
shall  be paid in full and all commitments thereunder shall have terminated, and
the  Administrative Agent shall have received executed payoff letters evidencing
the  same.

(m)     Other.  Such  other documents as the Administrative Agent, any Lender or
        -----
their  counsel  may  have  reasonably  requested.

4.2.     Each  Future  Advance and Facility Letter of Credit.  The Lenders shall
         ---------------------------------------------------
not  be  required  to  make any Advance and the Issuer shall not be obligated to
issue  any  future  Facility Letter of Credit unless on the applicable Borrowing
Date:


<PAGE>

(a)     There  exists  no  Default  or  Unmatured  Default and none would result
from  such  Advance  or  issuance  of  such  Facility  Letter  of  Credit;

(b)     The  representations  and warranties contained in Article V are true and
                                                          ---------
correct  as  of  such  Borrowing  Date;

(c)     A  Borrowing  Notice or Issuance Request, as applicable, shall have been
properly  submitted;  and

(d)     All  legal matters incident to the making of such Advance or issuance of
such  Facility  Letter  of Credit shall be satisfactory to the Lenders and their
counsel.

     Each  Ratable  Borrowing  Notice  and  Competitive  Bid  Quote Request with
respect to each such Advance and each Issuance Request with respect to each such
Facility  Letter of Credit shall constitute a representation and warranty by the
Borrower  that the conditions contained in Section 4.2 have been satisfied.  Any
                                           -----------
Lender  may require a duly completed compliance certificate in substantially the
form  of  Exhibit  G  hereto  as  a  condition to making an Advance or issuing a
          ----------
Facility  Letter  of  Credit.

                                 ARTICLE  IV

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

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

5.1.     Corporate  Existence  and  Standing.  The  Borrower  and  each Material
         -----------------------------------
Subsidiary  is  a  corporation  duly  incorporated, validly existing and in good
standing  under  the laws of its respective jurisdiction of incorporation and is
duly  qualified  and  in  good  standing  as  a  foreign corporation and is duly
authorized to conduct its business in each jurisdiction in which its business is
conducted  or  proposed  to  be  conducted  except  where  the  failure to be so
qualified  or  authorized  could  not  reasonably be expected to have a Material
Adverse  Effect.

5.2.     Authorization  and  Validity.  The Borrower and each Guarantor have all
         ----------------------------
requisite  power  and  authority  (corporate  and  otherwise) and legal right to
execute  and deliver (or file, as the case may be) each of the Loan Documents to
which  it  is  a party and to perform its obligations thereunder.  The execution
and  delivery (or filing, as the case may be) by the Borrower and each Guarantor
of  the  Loan  Documents  to  which  it  is a party and the performance of their
respective  obligations thereunder have been duly authorized by proper corporate
proceedings  and  the  Loan  Documents  constitute  legal,  valid  and  binding
obligations  of  the  Borrower  or  such  Guarantor,  as applicable, enforceable
against  the Borrower or such Guarantor, as applicable, in accordance with their
terms,  except  as  enforceability  may  be limited by bankruptcy, insolvency or
similar  laws  affecting  the  enforcement  of creditors' rights generally or by
general  principles  of  equity.

5.3.     Compliance  with Laws and Contracts.  The Borrower and its Subsidiaries
         -----------------------------------
have  complied  with  all  applicable  statutes,  rules, regulations, orders and
restrictions  of  any  domestic  or foreign government or any instrumentality or
agency  thereof,  having  jurisdiction  over  the  conduct  of  their respective
businesses  or  the  ownership  of their respective properties, except where the
failure to so comply could not reasonably be expected to have a Material Adverse
Effect.  Neither  the  execution  and  delivery by the Borrower or any Guarantor
of  the  Loan  Documents  to  which  it  is  a  party,  the  application  of the

<PAGE>

proceeds  of  the  Loans and the Facility Letters of Credit, the consummation of
any  transaction  contemplated  in  the  Loan Documents, nor compliance with the
provisions  of the Loan Documents will, or at the relevant time did, (a) violate
any  law,  rule, regulation (including Regulation T, Regulation U and Regulation
X),  order,  writ, judgment, injunction, decree or award binding on the Borrower
or  any  Subsidiary  or  the Borrower's or any Subsidiary's charter, articles or
certificate  of  incorporation  or  by-laws,  (b)  violate  the provisions of or
require  the  approval  or  consent of any party to any indenture, instrument or
agreement  to  which the Borrower or any Subsidiary is a party or is subject, or
by which it, or its property, is bound, or conflict with or constitute a default
thereunder,  or  result  in  the  creation or imposition of any Lien (other than
Liens  permitted  by,  the  Loan  Documents)  in,  of  or on the property of the
Borrower  or  any  Subsidiary  pursuant  to  the  terms  of  any such indenture,
instrument  or  agreement, or (c) require any consent of the stockholders of any
Person.

5.4.     Governmental  Consents.  No  order,  consent,  approval, qualification,
         ----------------------
license,  authorization,  or validation of, or filing, recording or registration
with, or exemption by, or other action in respect of, Governmental Authority, or
any  subdivision  thereof,  any  securities  exchange  or  other Person is or at
the  relevant  time was required to authorize, or is or at the relevant time was
required in connection with the execution, delivery, consummation or performance
of,  or  the legality, validity, binding effect or enforceability of, any of the
Loan  Documents,  the  application  of the proceeds of the Loans or the Facility
Letters  of  Credit or any other transaction contemplated in the Loan Documents.

5.5.     Financial Statements.  The Borrower has heretofore furnished to each of
         --------------------
the  Lenders  (a)  the  September  30,  2000  audited  consolidated  financial
statements  of  the  Borrower  and  its  Subsidiaries,  and  (b)  the  unaudited
consolidated  financial  statements of the Borrower and its Subsidiaries through
June 30, 2001 (collectively, the "Financial Statements").  Each of the Financial
                                  --------------------
Statements  was  prepared in accordance with Agreement Accounting Principles and
fairly  presents  the  consolidated  financial  condition  and operations of the
Borrower  and  its  Subsidiaries  at  such dates and the consolidated results of
their  operations  for the respective periods then ended (except, in the case of
such  unaudited  statements,  for  normal  year-end  audit  adjustments).

5.6.     Material Adverse Change.  Since June 30, 2001, there has been no change
         -----------------------
from  that  reflected  in  the  Financial Statements, in the business, Property,
condition  (financial or otherwise) or results of operations of the Borrower and
its  Subsidiaries  taken as a whole which could reasonably be expected to have a
Material  Adverse  Effect.

5.7.     Taxes.  The  Borrower  and  its Subsidiaries have filed or caused to be
         -----
filed  in  correct  form all United States federal and applicable foreign, state
and  local  tax returns and all other tax returns which are required to be filed
and  have  paid  all  taxes  due  pursuant  to  said  returns or pursuant to any
assessment  received  by  the  Borrower or any Subsidiary, except such taxes, if
any, as are being contested in good faith and as to which adequate reserves have
been  provided  in  accordance  with  Agreement  Accounting Principles and as to
which  no  Lien  exists.  No  tax  liens have been filed and no claims are being
asserted  with  respect  to any such taxes which could reasonably be expected to
have a Material Adverse Effect.  The charges, accruals and reserves on the books
of  the  Borrower  and  its  Subsidiaries  in  respect  of  any  taxes  or other
governmental  charges  are  in  accordance with Agreement Accounting Principles.

5.8.     Litigation  and  Contingent  Obligations.  There  is  no  litigation,
         ----------------------------------------
arbitration,  proceeding,  inquiry  or  governmental  investigation  (including,
without  limitation,  by  the  Federal  Trade  Commission)  pending  or,  to the

<PAGE>

knowledge of any of their officers, threatened against or affecting the Borrower
or  any  Subsidiary  or  any  of  their  respective  Properties  which  could
reasonably  be  expected to have a Material Adverse Effect or to prevent, enjoin
or  unduly  delay the making of the Loans or the issuance of Facility Letters of
Credit  under  this  Agreement.  Neither the Borrower nor any Subsidiary has any
material  Contingent  Obligations  except  as  set  forth  on  Schedule  5.8.
                                                               -------------

5.9.     Subsidiaries  and  Capitalization.  Schedule  5.9  hereto  contains  an
         ---------------------------------   -------------
accurate  list  of  all  of  the  existing  Subsidiaries  as of the date of this
Agreement, setting forth their respective jurisdictions of incorporation and the
percentage  of  their  capital  stock  owned  by  the  Borrower  or  other
Subsidiaries.  All of the issued and outstanding shares of capital stock of each
Subsidiary  have  been  duly  authorized  and validly issued, are fully paid and
non-assessable,  and  are  free  and  clear  of  all Liens, other than the Liens
created by the Loan Documents.  No authorized but unissued or treasury shares of
capital  stock  of  the  Borrower  or  any Subsidiary are subject to any option,
warrant,  right  to  call or commitment of any kind or character.  Except as set
forth  on  Schedule  5.9,  neither  the  Borrower  nor  any  Subsidiary  has any
           -------------
outstanding  stock or securities convertible into or exchangeable for any shares
of  its  capital  stock, or any right issued to any Person (either preemptive or
other)  to  subscribe for or to purchase, or any options for the purchase of, or
any  agreements  providing for the issuance (contingent or otherwise) of, or any
calls,  commitments  or  claims  of any character relating to any of its capital
stock or any stock or securities convertible into or exchangeable for any of its
capital  stock  other than as expressly set forth in the certificate or articles
of  incorporation  of the Borrower or such Subsidiary.  Neither the Borrower nor
any  Subsidiary  is  subject  to  any  obligation  (contingent  or otherwise) to
repurchase or otherwise acquire or retire any shares of its capital stock or any
convertible securities, rights or options of the type described in the preceding
sentence  except as otherwise set forth on Schedule 5.9.  Except as set forth on
                                           ------------
Schedule  5.9, as of the date hereof the Borrower does not own or hold, directly
-------------
or  indirectly,  any  capital  stock  or  equity  security  of, or any equity or
partnership  interest  in  any  Person  other  than  such  Subsidiaries and Vail
Resorts,  Inc.

5.10.     ERISA.  Each  of  the Borrower and each member of the Controlled Group
          -----
has  fulfilled  its obligations under the minimum funding standards of ERISA and
the Code with respect to each Plan. Neither the Borrower nor any other member of
the  Controlled  Group  has  incurred,  or  is reasonably expected to incur, any
withdrawal  liability  to  any  Multiemployer  Plan  which  could  reasonably be
expected  to  have a Material Adverse Effect. Each Plan complies in all respects
with  all  applicable  requirements  of  law  and  regulations, except where the
failure to so comply could not reasonably be expected to cause the relevant Plan
to  become  disqualified  under the Code. Neither the Borrower nor any member of
the  Controlled  Group  has,  with  respect  to  any  Plan,  failed  to make any
contribution or pay any amount required under Section 412 of the Code or Section
302  of  ERISA  or  the  terms  of  such  Plan.  There are no pending or, to the
knowledge  of  the  Borrower,  threatened  claims,  actions,  investigations  or
lawsuits  against any Plan, any fiduciary thereof, or the Borrower or any member
of  the  Controlled  Group  with  respect  to  a  Plan which could reasonably be
expected  to have a Material Adverse Effect. Neither the Borrower nor any member
of the Controlled Group has engaged in any prohibited transaction (as defined in
Section  4975  of  the Code or Section 406 of ERISA) in connection with any Plan
which  would subject such Person to any material liability. Within the last five
years neither the Borrower nor any member of the Controlled Group has engaged in
a  transaction  which  resulted  in  a  Single  Employer  Plan  with an Unfunded
Liability  being  transferred  out of the Controlled Group. No Termination Event
has  occurred  or is reasonably expected to occur with respect to any Plan which
is  subject  to  Title  IV  of  ERISA.


<PAGE>

5.11.     Defaults.  No  Default  or  Unmatured  Default  has  occurred  and  is
          --------
continuing.

5.12.     Federal  Reserve Regulations.  Neither the Borrower nor any Subsidiary
          ----------------------------
is  engaged,  directly  or  indirectly,  principally, or as one of its important
activities,  in  the  business  of extending, or arranging for the extension of,
credit  for  the  purpose  of  purchasing or carrying Margin Stock.  Neither the
making  of  any Advance or issuance of any Facility Letters of Credit hereunder,
the  use  of  the  proceeds  thereof,  will  violate or be inconsistent with the
provisions  of  Regulation  T,  Regulation  U  or  Regulation  X.  Following the
application  of  the  proceeds  of  the  Loans,  less  than 25% of the value (as
determined  by  any  reasonable  method)  of  the assets of the Borrower and its
Subsidiaries  which  are  subject  to  any  limitation on sale, pledge, or other
restriction  hereunder  taken  as  a  whole  have been, and will continue to be,
represented  by  Margin  Stock.

5.13.     Investment  Company;  Public Utility Holding Company Act.  Neither the
          --------------------------------------------------------
Borrower  nor  any Subsidiary is, or after giving effect to any Advance will be,
an  "investment  company"  or  a company "controlled" by an "investment company"
within  the  meaning of the Investment Company Act of 1940, as amended.  Neither
the Borrower nor any Subsidiary is a "holding company" or a "subsidiary company"
of  a  "holding  company",  or  an  "affiliate"  of  a "holding company" or of a
"subsidiary  company"  of  a "holding company", within the meaning of the Public
Utility  Holding  Company  Act  of  1935,  as  amended.

5.14.     Certain  Fees.  Other  than as disclosed on Schedule 5.14, no broker's
          -------------                               -------------
or  finder's  fee  or  commission  was, is or will be payable by the Borrower or
any  Subsidiary with respect to the transactions contemplated by this Agreement.
The Borrower hereby agrees to indemnify the Administrative Agent and the Lenders
against  and  agrees  that  it  will  hold each of them harmless from any claim,
demand or liability for broker's or finder's fees or commissions alleged to have
been  incurred  by  the  Borrower  in  connection  with  any of the transactions
contemplated  by this Agreement and any expenses (including, without limitation,
attorneys'  fees  and  time charges of attorneys for the Administrative Agent or
any  Lender, which attorneys may be employees of the Administrative Agent or any
Lender)  arising  in  connection  with  any  such  claim,  demand  or liability.

5.15.     Solvency.  As  of  the  date  hereof,  after  giving  effect  to  the
          --------
consummation  of  the  transactions  contemplated  by the Loan Documents and the
payment  of  all  fees,  costs  and  expenses  payable  by  the  Borrower or its
Subsidiaries  with  respect  to  the  transactions  contemplated  by  the  Loan
Documents,  each  of  the  Borrower  and  each  Guarantor  is  Solvent.

5.16.     Ownership of Properties.  Except as set forth on Schedule 5.16 hereto,
          -----------------------                          -------------
the  Borrower  and  its  Subsidiaries  have  a subsisting leasehold interest in,
or  good  and marketable title, free of all Liens, other than those permitted by
Section 6.17 or by any of the other Loan Documents, to all of the properties and
------------
assets  reflected  in  the Financial Statements as being owned by it, except for
assets  sold,  transferred  or  otherwise  disposed of in the ordinary course of
business  since  the  date  thereof.  There are no actual, threatened or alleged
defaults with respect to any leases of real property under which the Borrower or
any  Subsidiary is lessee or lessor which could reasonably be expected to have a
Material  Adverse  Effect.  The  Borrower  and  its  Subsidiaries own or possess
rights  to  use all material licenses, patents, patent applications, copyrights,
service marks, trademarks and trade names necessary to continue to conduct their
business  as  heretofore conducted, and no such license, patent or trademark has
been  declared invalid, been limited by order of any court or by agreement or is
the  subject  of  any  infringement,  interference  or  similar  proceeding  or
challenge,  except  for proceedings and challenges which could not reasonably be
expected  to  have  a  Material  Adverse  Effect.


<PAGE>

5.17.     Indebtedness.  Attached  hereto  as  Schedule  5.17  is a complete and
          ------------                         --------------
correct  list  of  all  Indebtedness  of  the  Borrower  and  its  Subsidiaries
outstanding  on  the  date  of  this  Agreement  (other  than  Indebtedness in a
principal  amount  not  exceeding $100,000 for a single item of Indebtedness and
$500,000  in  the  aggregate  for  all  such  Indebtedness  listed), showing the
aggregate  principal  amount  which  was  outstanding  on  such  date.

5.18.     Subordinated Indebtedness.  The principal of and interest on the Notes
          -------------------------
and  all  other Obligations will constitute "senior debt" as that or any similar
term  is  or may be used in any other instrument evidencing or applicable to any
Subordinated  Indebtedness  of  the  Borrower.

5.19.     Employee  Controversies.  There  are  no  strikes,  work  stoppages or
          -----------------------
controversies  pending  or threatened between the Borrower or any Subsidiary and
any  of  its  employees,  other  than  strikes,  work stoppages or controversies
arising  in  the ordinary course of business, which, in the aggregate, could not
reasonably  be  expected  to  have  a  Material  Adverse  Effect.

5.20.     Material  Agreements.  Neither  the  Borrower  nor any Subsidiary is a
          --------------------
party  to  any  agreement  or  instrument  or  subject  to  any charter or other
corporate  restriction  which  could  reasonably  be expected to have a Material
Adverse  Effect or which restricts or imposes conditions upon the ability of the
Borrower  or  any Subsidiary to (a) pay dividends or make other distributions on
its capital stock (b) make loans or advances to the Borrower, (c) repay loans or
advances  from Borrower or (d) grant Liens to the Administrative Agent to secure
the  Obligations.  Neither  the Borrower nor any Subsidiary is in default in the
performance,  observance  or fulfillment of any of the obligations, covenants or
conditions  contained  in  any  agreement  to which it is a party, which default
could  reasonably  be  expected  to  have  a  Material  Adverse  Effect.

5.21.     Environmental  Laws.  The  Borrower and its Material Subsidiaries each
          -------------------
conduct  in  the  ordinary  course  of  business a review of the effects of then
existing  Environmental  Laws  and  then  existing  Environmental  Claims on its
business,  condition  (financial and other), results of operations and Property,
and  as  a  result  thereof  the  Borrower  and  its  Material Subsidiaries have
reasonably  concluded  that  the  application of such Environmental Laws and the
existence  of  such Environmental Claims, in the aggregate, could not reasonably
be  expected  to  have  a  Material  Adverse  Effect.

5.22.     Insurance.  The  Borrower  and  its  Subsidiaries  maintain  with
          ---------
financially  sound and reputable insurance companies insurance on their Property
in  such  amounts  and  covering such risks as is consistent with sound business
practice.

5.23.     Disclosure.  None  of  the  (a)  information,  exhibits  or  reports
          ----------
furnished  or  to  be  furnished  by  the  Borrower  or  any  Subsidiary  to the
Administrative  Agent or to any Lender in connection with the negotiation of the
Loan  Documents,  or  (b)  representations  or warranties of the Borrower or any
Subsidiary  contained  in  this  Agreement,  the  other  Loan  Documents  or any
certificate  or  other written information furnished to the Administrative Agent
or  the  Lenders by or on behalf of the Borrower or any Subsidiary pursuant to a
request from the Administrative Agent or the Lenders permitted hereunder and for
use  in  connection  with  the  transactions  contemplated  by  this  Agreement,
contained,  contains  or will contain any untrue statement of a material fact or
omitted,  omits or will omit to state a material fact necessary in order to make
the  statements  contained  herein  or  therein  not  misleading in light of the
circumstances  in  which the same were made. The pro forma financial information
contained  in  such materials is based upon good faith estimates and assumptions

<PAGE>

believed  by  the  Borrower to be reasonable at the time made.  There is no fact
known to the Borrower (other than matters of a general economic nature) that has
had  or  could reasonably be expected to have a Material Adverse Effect and that
has not been disclosed herein or in such other documents, certificates and other
written  information  furnished  to  the  Lenders for use in connection with the
transactions  contemplated  by  this  Agreement.

                                    ARTICLE VI

                                    COVENANTS
                                    ---------

     During  the  term  of  this  Agreement,  unless  the Required Lenders shall
otherwise  consent  in  writing:

6.1.     Financial  Reporting.  The  Borrower will maintain, for itself and each
         --------------------
Subsidiary,  a  system  of accounting established and administered in accordance
with generally accepted accounting principles, consistently applied, and furnish
to  the  Lenders:

(a)     As  soon  as  practicable  and  in  any  event  within 95 days after the
close  of  each  of  its  Fiscal Years, an unqualified audit report certified by
independent certified public accountants, acceptable to the Lenders, prepared in
accordance  with  Agreement  Accounting  Principles  on  a  consolidated  and
consolidating  basis  (consolidating  statements  need  not be certified by such
accountants) for itself and its Subsidiaries, including balance sheets as of the
end  of such period and related statements of income, retained earnings and cash
flows  (but  not  consolidating  statements  of retained earnings or cash flows)
accompanied  by  a  certificate  of  said accountants that, in the course of the
examination  necessary  for  their  certification  of  the  foregoing, they have
obtained  no knowledge of Default or Unmatured Default, or if, in the opinion of
such  accountants,  any  Default  or  Unmatured Default shall exist, stating the
nature  and  status  thereof.

(b)     As  soon  as practicable and in any event within 50 days after the close
of  the  first three Fiscal Quarters of each of its Fiscal Years, for itself and
its  Subsidiaries, consolidated and consolidating unaudited balance sheets as at
the  close  of each such period and consolidated and consolidating statements of
income,  retained  earnings  and cash flows (but not consolidating statements of
retained earnings or cash flows)for the period from the beginning of such Fiscal
Year  to  the  end  of  such  quarter,  all  certified by an Authorized Officer.

(c)     As  soon as available, but in any event not later than the last Business
Day  in  November of each year, a copy of the plan and forecast of the Borrower,
and  its  Subsidiaries for the next Fiscal Year organized by individual lines of
business  (including  a  projected consolidated and consolidating balance sheet,
income  statement  and  funds  flow  statement).

(d)     Together  with  the financial statements required by clauses (a) and (b)
                                                             -----------     ---
above,  a  compliance  certificate in substantially the form of Exhibit G hereto
                                                                ---------
signed  by an Authorized Officer showing the calculations necessary to determine
compliance  with this Agreement and stating that no Default or Unmatured Default
exists,  or  if  any Default or Unmatured Default exists, stating the nature and
status  thereof.

(e)     Within  270 days after the close of each Fiscal Year, a statement of the
Unfunded  Liabilities  of  each Single Employer Plan, certified as correct by an
actuary  enrolled  under  ERISA.

(f)     As  soon  as possible and in any event within 10 days after the Borrower
knows  that  any  Termination  Event  has  occurred  with respect to any Plan, a
statement, signed by the chief financial officer, treasurer or controller of the
Borrower,  describing  said  Termination Event and the action which the Borrower
proposes  to  take  with  respect  thereto.


<PAGE>

(g)     As  soon  as possible and in any event within 10 days after the Borrower
learns  thereof,  notice of the assertion or commencement of any claims, action,
suit  or  proceeding  against  or affecting the Borrower or any Subsidiary which
could  reasonably  be  expected  to  have  a  Material  Adverse  Effect.

(h)     Promptly  upon  the  furnishing  thereof  to  the  shareholders  of  the
Borrower,  copies  of  all financial statements, reports and proxy statements so
furnished.

(i)     Promptly  upon the filing thereof, copies of all registration statements
and  annual,  quarterly,  monthly or other regular reports which the Borrower or
any  of  its  Subsidiaries  files  with  the Securities and Exchange Commission.

(j)     Such  other  information  (including  non-financial  information) as the
Administrative  Agent  or  any  Lender may from time to time reasonably request.

6.2.     Use of Proceeds.  The Borrower will, and will cause each Subsidiary to,
         ---------------
use  the  proceeds  of  the  Advances  to meet the general corporate and working
capital  needs  of  the  Borrower  and its Subsidiaries, including the making of
stock  redemptions  and repurchases, dividends on its capital stock, Investments
and  non-hostile  Purchases,  all as permitted hereunder. The Borrower will not,
nor will it permit any Subsidiary to, use any of the proceeds of the Advances or
any  Facility  Letter  of  Credit  to  purchase  or carry any "margin stock" (as
defined  in Regulation U) or to finance the Purchase of any Person which has not
been  approved  and  recommended  by  the  board  of  directors  (or  functional
equivalent  thereof)  of  such  Person.

6.3.     Notice  of Default.  The Borrower will give prompt notice in writing to
         -------------------
the Lenders of the occurrence of (a) any Default or Unmatured Default and (b) of
any other event or development, financial or other, relating specifically to the
Borrower  or any of its Subsidiaries (and not of a general economic or political
nature)  which  could  reasonably be expected to have a Material Adverse Effect.

6.4.     Conduct of Business.  The Borrower will, and will cause each Subsidiary
         -------------------
     to,  carry  on and conduct its business in substantially the same manner as
is  presently  conducted  or  in  other  consumer  products  markets  and  the
manufacturing  of ingredients therefor, and to do all things necessary to remain
duly  incorporated,  validly  existing  and  in  good  standing  as  a  domestic
corporation  in  its  jurisdiction  of  incorporation and maintain all requisite
authority  to conduct its business in each jurisdiction in which its business is
conducted,  except  where  the  failure  to  maintain  such  authority could not
reasonably  be  expected  to  have  a  Material  Adverse  Effect.

6.5.     Taxes.  The  Borrower  will,  and will cause each Subsidiary to, timely
         -----
file  complete  and  correct United States federal and applicable foreign, state
and  local  tax  returns  required by applicable law and pay when due all taxes,
assessments  and  governmental charges and levies upon it or its income, profits
or Property, except those which are being contested in good faith by appropriate
proceedings  and  with  respect  to  which  adequate reserves have been set
aside.

6.6.     Insurance.  The  Borrower  will,  and  will  cause  each Subsidiary to,
         ---------
maintain  with  financially sound and reputable insurance companies insurance on
all their Property in such amounts and covering such risks as is consistent with
sound  business  practice for similarly situated businesses in the industries in
which  the  Borrower and its Subsidiaries operate, and the Borrower will furnish
to  the  Administrative Agent and any Lender upon request full information as to
the  insurance  carried.


<PAGE>

6.7.     Compliance  with  Laws.  The  Borrower  will,  and  will  cause  each
         ----------------------
Subsidiary  to,  comply  with  all  laws,  rules,  regulations,  orders,  writs,
judgments,  injunctions,  decrees  or  awards  to  which  it may be subject, the
failure  to  comply  with  which could reasonably be expected to have a Material
Adverse  Effect.

6.8.     Maintenance  of  Properties.  The  Borrower  will,  and will cause each
         ---------------------------
Subsidiary  to,  do all things necessary to maintain, preserve, protect and keep
its Property in good repair, working order and condition, and make all necessary
and proper repairs, renewals and replacements so that its business carried on in
connection  therewith  may  be properly conducted at all times, except where the
failure  to  do  so  could not reasonably be expected to have a Material Adverse
Effect.

6.9.     Inspection.  The  Borrower  will,  and  will  cause each Subsidiary to,
         ----------
permit  the  Administrative  Agent  and  the  Lenders,  by  their  respective
representatives  and agents, to inspect any of the Property, corporate books and
financial  records  of  the  Borrower  and  each Subsidiary, to examine and make
copies  of the books of accounts and other financial records of the Borrower and
each  Subsidiary,  and  to  discuss  the  affairs,  finances and accounts of the
Borrower  and  each  Subsidiary with, and to be advised as to the same by, their
respective  officers  at  such reasonable times and intervals as the Lenders may
designate.  The  Borrower  shall  reimburse  the  Administrative  Agent  and the
Lenders  for  any  costs  and  expenses  incurred  in  connection  with any such
inspection,  examination  or  copies made during the pendency of a Default.  The
Borrower  will  keep  or  cause to be kept, and cause each Subsidiary to keep or
cause  to  be  kept,  appropriate records and books of account in which complete
entries  are  to  be  made  reflecting  its  and  their  business  and financial
transactions,  such  entries  to be made in accordance with Agreement Accounting
Principles  consistently  applied.

6.10.     Capital  Stock  and  Dividends.  The  Borrower  will  not, nor will it
          ------------------------------
permit  any  Subsidiary  to issue or have outstanding any preferred stock, other
than  preferred  stock  not  having  mandatory  redemption, retirement and other
repurchase  dates  commencing  less  than 91 days after the Facility Termination
Date  then  in  effect.

6.11.     Indebtedness.  The  Borrower  will  not,  nor  will  it  permit  any
          ------------
Subsidiary  to,  create,  incur  or  suffer  to  exist any Indebtedness, except:

(a)     the  Loans;

(b)     Indebtedness existing on the date hereof and described in Schedule 5.17;
                                                                  -------------

(c)     Contingent  Obligations  permitted  by  Section  6.16;
                                                -------------

(d)     Rate-Hedging  Obligations  incurred  in the ordinary course of business;

(e)     Indebtedness  arising  in  connection  with  the  Accounts  Receivable
Financing  Program;  and

(f)     other  Indebtedness  so  long  as immediately after giving effect to the
incurrence  of  such  Indebtedness,  the  Borrower  is  in  compliance  with the
financial  covenants  set  forth  in  Section  6.24.
                                      -------------


<PAGE>

6.12.     Merger.  The  Borrower will not, nor will it permit any Subsidiary to,
          ------
merge  or  consolidate  with  or  into  any  other  Person,  except  that  (a) a
Wholly-Owned  Subsidiary  may  merge  into  the  Borrower  or  any  Wholly-Owned
Subsidiary  of  the  Borrower,  (b)  the Borrower or any Subsidiary may merge or
consolidate  with any other Person so long as the Borrower or such Subsidiary is
the continuing or surviving corporation and, prior to and after giving effect to
such  merger  or  consolidation,  no  Default  or Unmatured Default shall exist,
and  (c)  any  Subsidiary may enter into a merger or consolidation as a means of
effecting  a  disposition  permitted  by  Section  6.13.
                                          -------------

6.13.     Sale  of  Assets.  The  Borrower  will  not,  nor  will  it permit any
          ----------------
Subsidiary to, lease, sell, transfer or otherwise dispose of its Property to any
other  Person  except  for  (a)  sales  of  inventory  or  unused  or  obsolete
equipment  in  the ordinary course of business, and (b) leases, sales, transfers
or  other dispositions of its Property that, together with all other Property of
the  Borrower  and  its  Subsidiaries  previously  leased,  sold, transferred or
otherwise disposed of (other than inventory or unused or obsolete equipment sold
in  the  ordinary  course  of  business  and  accounts  receivables transactions
permitted  by  Section  6.14)  as  permitted by this Section 6.13 since the date
               -------------                         ------------
hereof, do not constitute a Substantial Portion of the  Property of Borrower and
its  Subsidiaries.

6.14.     Sale  of  Accounts.  The  Borrower  will  not,  nor will it permit any
          ------------------
Subsidiary  to,  sell  or  otherwise dispose of any notes receivable or accounts
receivable, with or without recourse, except that the Borrower or any Subsidiary
may  sell  or  otherwise  grant  an interest in its accounts receivable to other
Persons,  in  each  case  pursuant  to an Accounts Receivable Financing Program;
provided,  however,  that  any  such  sales or granting of interests in accounts
--------   -------
receivable  shall,  for  all  purposes  of this Agreement, and regardless of the
treatment  thereof  by  the  Borrower  on its financial statements, be deemed an
incurrence  of  Indebtedness.

6.15.     Investments  and Purchases.  The Borrower will not, nor will it permit
          --------------------------
any  Subsidiary  to, make or suffer to exist any Investments (including, without
limitation,  loans  and advances to, and other Investments in, Subsidiaries), or
commitments  therefor,  or  to  create  any  Subsidiary or to become or remain a
partner  in  any partnership or joint venture, or to make any Purchases, except:

(a)     Short-term  obligations  of,  or  fully guaranteed by, the United States
of  America  and  short-term  obligations  of United States government agencies;

(b)     Commercial paper rated A-1 or better by S&P or P-1 or better by Moody's;

(c)     Demand deposit and money market bank accounts maintained in the ordinary
course  of  business  with  Initial  Lenders  or with commercial banks which are
members  of  the  Federal  Deposit  Insurance  Corporation;

(d)     Bankers  acceptances  and  certificates  of  deposit  issued by and time
deposits  with  Initial  Lenders  or  with commercial banks (whether domestic or
foreign)  rated  B  or  better by Thomson, A or better by S&P or A2 or better by
Moody's;

(e)     Repurchase  agreements  with  Initial  Lenders  or with commercial banks
(whether  domestic  or foreign) rated B or better by Thomson, A or better by S&P
or  A2  or  better  by Moody's, so long at least 102% of the principal amount of
each  repurchase  agreement  is  collateralized  by  obligations  of,  or  fully
guaranteed  by, the United States of America or by commercial paper rated A-1 or
better  by  S&P  or  P-1  or  better  by  Moody's;


<PAGE>

(f)     Loan  participations  and  master  notes  with corporations rated A-1 or
better  by  S&P  or  P-1  or  better by Moody's and with Initial Lenders or with
commercial  banks  rated  B  or  better  by Thomson, A or better by S&P or A2 or
better  by  Moody's;

(g)     Money  market preferred stock accounts in corporations rated A or better
by  S&P  or  A2  or  better  by Moody's or in other corporations so long as such
Investments  are  secured  by  Letters of Credit issued by Initial Lenders or by
commercial  banks  rated  B  or  better  by Thomson, A or better by S&P or A2 or
better  by  Moody's;

(h)     Existing  Investments  in  Subsidiaries  and  additional  Investments in
Guarantors;

(i)     Other  Investments  in  existence  on  the  date hereof and described in
Schedule  6.15  hereto;
--------------

(j)     Other  Investments  in  Persons or Subsidiaries which are not Guarantors
(including,  without  limitation, (i) any Investment in a joint venture and (ii)
the creation of and the Investment in any Subsidiary that is not a Guarantor) in
an  aggregate  amount  not  exceeding  $20,000,000;

(k)     Investments  in,  and  the  creation  of, any special purpose Subsidiary
created  for  the  purpose  of  entering  into the Accounts Receivable Financing
Program;

(l)     Additional  equity Investments in Vail Resorts, Inc. necessary to permit
the  Borrower  to  retain  equity  accounting  treatment  for  such  Investment;

(m)     (i)  Non-hostile  Purchases  in  the same line of business or related or
ancillary  businesses  as  the  Borrower  (including but not limited to consumer
packaged goods), not exceeding $50,000,000 in the case of any single Purchase or
series  of  related Purchases, provided that (A) there shall exist no Default or
                               --------
Unmatured  Default  either immediately before or immediately after giving effect
to  any  such  Purchase  and  (B)  the pro forma Leverage Ratio calculated after
giving effect to such transaction for the most recent period of four consecutive
Fiscal  Quarters  for  which financial statements have been furnished or are due
pursuant  to Section 6.1 (treating such Purchase as having occurred on the first
             -----------
day  of  such  four-quarter  period) does not exceed 2.75:1, or (ii) non-hostile
Purchases in the same line of business or related or ancillary businesses as the
Borrower  (including  but  not limited to consumer packaged goods), in excess of
$50,000,000  in the case of  any single Purchase or series of related Purchases,
provided  that  (A)  there  shall  exist  no Default or Unmatured Default either
--------
immediately before or immediately after giving effect to any such Purchases, (B)
the  representations  and warranties contained in Article V are true and correct
                                                  ---------
both  immediately  before  and  immediately  after  giving  effect  to  any such
Purchases,  and  (C) the Borrower submits pro forma financial statements for the
most  recent  period  of  four  consecutive  Fiscal Quarters for which financial
statements  have  been  furnished  or  are  due  pursuant  to  Section 6.1 and a
                                                               -----------
certificate  executed  by an Authorized Officer of the Borrower prior to closing
any  such transaction showing that the pro forma Leverage Ratio calculated after
giving  effect to such transaction (treating such Purchase as having occurred on
the  first  day  of  such  four-quarter  period)  does  not  exceed  2.75:1; and

(n)  United  States  mutual  funds  that invest solely in any of the Investments
described  in  subsections  (a)  through  (g)  above.


<PAGE>

6.16.     Contingent Obligations.  The Borrower will not, nor will it permit any
          ----------------------
Subsidiary  to,  make  or  suffer to exist any Contingent Obligation (including,
without limitation, any Contingent Obligation with respect to the obligations of
a  Subsidiary),  except  (a)  by  endorsement  of  instruments  for  deposit  or
collection  in  the ordinary course of business, (b) the Subsidiary Guaranty and
(c)  the  Ralston  Obligations.

6.17.     Liens.  The  Borrower  will not, nor will it permit any Subsidiary to,
          -----
create,  incur,  or  suffer  to  exist any Lien in, of or on the Property of the
Borrower  or  any  of  its  Subsidiaries,  except:

(a)     Liens  for  taxes,  assessments  or  governmental  charges  or levies on
its  Property  if the same shall not at the time be delinquent or thereafter can
be paid without penalty, or are being contested in good faith and by appropriate
proceedings  and  for  which  adequate  reserves  in  accordance  with generally
accepted  principles  of  accounting  shall  have  been  set aside on its books;

(b)     Liens  imposed  by law, such as carriers', warehousemen's and mechanics'
liens  and  other similar liens arising in the ordinary course of business which
secure  the  payment  of obligations not more than 60 days past due or which are
being  contested in good faith by appropriate proceedings and for which adequate
reserves  shall  have  been  set  aside  on  its  books;

(c)     Liens  arising  out  of  pledges or deposits under worker's compensation
laws,  unemployment  insurance,  old  age  pensions, or other social security or
retirement  benefits,  or  similar  legislation;

(d)     Liens arising out of good faith deposits in connection with or to secure
performance  of  statutory  obligations,  surety  and  appeal  bonds, government
contracts, leases otherwise permitted hereunder, performance and return of money
bonds and other similar obligations incurred in the ordinary course of business;

(e)     Easements,  minor  defects  or  irregularities  in  title,  building
restrictions  and  such other encumbrances or charges against real property, all
of  which  as are of a nature generally existing with respect to properties of a
similar  character and which do not in any material way affect the marketability
of the same or interfere with the use thereof in the business of the Borrower or
the  Subsidiaries;

(f)     Liens existing on the date hereof and described in Schedule 6.17 hereto,
                                                           -------------
including  extensions, renewals and replacements thereof in whole or in part, so
long  as the principal amount of the Indebtedness secured thereby at the time of
such  extension,  renewal  or  replacement  is limited to all or any part of the
Property (including improvements thereon) securing the Lien so extended, renewed
or  replaced;

(g)     Liens  on  the  Property of a Subsidiary of the Borrower and exclusively
securing  Indebtedness  of  such  Subsidiary  to  the Borrower or any Guarantor;

(h)     Liens  of  purchasers  or  providers  of  financing  under  an  Accounts
Receivable  Financing  Program  in  accordance  with  Section  6.14  herein; and
                                                      -------------

(i)     Other  Liens  securing  aggregate  principal  Indebtedness  at  no  time
exceeding  $25,000,000.

6.18.     Lease  Rentals.  The  Borrower  will  not,  nor  will  it  permit  any
          --------------
Subsidiary  to,  create,  incur  or  suffer  to exist obligations for Rentals in
excess  of  $30,000,000  during any one Fiscal Year on a non-cumulative basis in
the  aggregate  for  the  Borrower  and  its  Subsidiaries.


<PAGE>

6.19.     Affiliates.  The Borrower will not, and will not permit any Subsidiary
          ----------
to,  enter  into any transaction (including, without limitation, the purchase or
sale  of  any Property or service) with, or make any payment or transfer to, any
Affiliate  except  (a)  in  the  ordinary course of business and pursuant to the
reasonable requirements of the Borrower's or such Subsidiary's business and upon
fair  and  reasonable terms no less favorable to the Borrower or such Subsidiary
than  the  Borrower  or such Subsidiary would obtain in a comparable arms-length
transaction,  (b)  transactions  among  the  Borrower  and Guarantors and (c) in
connection  with  the  Accounts  Receivable  Financing  Program.

6.20.     Subordinated Indebtedness; Other Indebtedness.  The Borrower will not,
          ---------------------------------------------
and will not permit any Subsidiary to, make any amendment or modification to the
indenture,  note  or  other  agreement  evidencing or governing any Subordinated
Indebtedness,  or  directly  or  indirectly  voluntarily  prepay,  defease or in
substance  defease,  purchase,  redeem,  retire  or  otherwise  acquire,  any
Subordinated  Indebtedness.

6.21.     Environmental Matters.  The Borrower shall and shall cause each of its
          ---------------------
Material  Subsidiaries to conduct in the ordinary course of its business reviews
of  the  effects  of  then  existing  Environmental  Laws  and  then  existing
Environmental  Claims  on its business, condition (financial and other), results
of  operations  and  Property  and  to  take  all  actions  required  by  such
Environmental Laws and in respect of such Environmental Claims, except where the
failure  to  so  act could not reasonably be expected to have a Material Adverse
Effect.

6.22.     Change  in  Corporate Structure; Fiscal Year.  The Borrower shall not,
          --------------------------------------------
nor  shall it permit any Subsidiary to, (a) permit any amendment or modification
to  be  made to its certificate or articles of incorporation or by-laws which is
materially adverse to the interests of the Lenders or (b) change its Fiscal Year
to  end  on  any  date  other  than  September  30  of  each  year.

6.23.     Inconsistent  Agreements.  The Borrower shall not, nor shall it permit
          ------------------------
any  Subsidiary  to,  enter  into  any indenture, agreement, instrument or other
arrangement  which,  (a)  directly  or indirectly prohibits or restrains, or has
the  effect  of  prohibiting  or  restraining,  or  imposes  materially  adverse
conditions  upon,  the  incurrence  of the Obligations, the granting of Liens to
secure the Obligations (other than agreements by the Borrower that it will grant
Liens  to  secure  any  Rate Hedging Obligations to the same extent as, and pari
passu  with,  any Liens granted to secure the Obligations), the provision of the
Subsidiary  Guaranty,  the  amending of the Loan Documents or the ability of any
Subsidiary  (other  than a special purpose Subsidiary created for the purpose of
entering into the Accounts Receivable Financing Program) to (i) pay dividends or
make  other  distributions  on its capital stock, (ii) make loans or advances to
the  Borrower or (iii) repay loans or advances from the Borrower or (b) contains
any  provision which would be violated or breached by the making of Advances, by
the issuance of Facility Letters of Credit or by the performance by the Borrower
or  any  Subsidiary  of  any  of  its  obligations  under  any  Loan  Document.

6.24.     Financial  Covenants.  The  Borrower  on a consolidated basis with its
          --------------------
Subsidiaries  shall:

6.24.1.  Adjusted  Net  Worth.  At  all  times  after  the date hereof, maintain
         --------------------
a  minimum  Adjusted  Net Worth at least equal to the sum of (a) 75% of Adjusted
Net  Worth  determined for the Borrower and its Subsidiaries as of June 30, 2001
based  on  financial  information  received by the Administrative Agent from the
Borrower, plus (b) the sum of all cash proceeds (net of related costs, expenses,
          ----

<PAGE>

fees  and taxes) received by the Borrower or any Subsidiary of the Borrower from
the issuance of its capital stock, plus (c) for each Fiscal Quarter ending after
                                   ----
the  date  hereof  and prior to the time of determination, 50% of the Borrower's
positive  Adjusted  Net  Income  for  such  Fiscal  Quarter.

6.24.2.  Leverage  Ratio.  As  of  the  end  of  each Fiscal Quarter, maintain a
         ---------------
Leverage  Ratio  of  not  more  than  3.00:1.00

6.24.3.  Interest  Expense  Coverage  Ratio.  As  of the end of each four Fiscal
         ----------------------------------
Quarters  ending  after  the  date hereof, maintain an Interest Expense Coverage
Ratio  of  not  less  than  3.00:1.00

6.25.     ERISA  Compliance.
          -----------------

With  respect  to  any Plan, neither the Borrower nor any Subsidiary shall:

(a)     engage  in  any  "prohibited  transaction"  (as  such term is defined in
Section  406  of  ERISA  or  Section 4975 of the Code) for which a civil penalty
pursuant  to  Section  502(i)  of ERISA or a tax pursuant to Section 4975 of the
Code  in  excess  of  $10,000,000  could  be  imposed;

(b)     permit  the  occurrence of any Termination Event which could result in a
liability  to the Borrower or any other member of the Controlled Group in excess
of  $10,000,000;  or

(c)     permit the establishment or amendment of any Plan or fail to comply with
the  applicable  provisions of ERISA and the Code with respect to any Plan which
could  result in liability to the Borrower or any other member of the Controlled
Group  which,  individually or in the aggregate, could reasonably be expected to
have  a  Material  Adverse  Effect.

6.26.     Material  Subsidiaries.  The  Borrower  shall  cause  each  of  its
          ----------------------
Subsidiaries  which becomes a Material Subsidiary on or after the date hereof to
join  the  Subsidiary Guaranty as a Guarantor pursuant to a joinder agreement in
the  form  attached  to  the Subsidiary Guaranty within thirty (30) days of such
Person  becoming  a  Material  Subsidiary.

                                   ARTICLE VII

                                    DEFAULTS
                                    --------

     The  occurrence of any one or more of the following events shall constitute
a  Default:

7.1.     Any  representation  or warranty made or deemed made by or on behalf of
the  Borrower  or  any  of its Subsidiaries to the Lenders or the Administrative
Agent  under  or in connection with this Agreement, any other Loan Document, any
Loan,  any Facility Letter of Credit or any certificate or information delivered
in  connection  with this Agreement or any other Loan Document shall be false in
any  material  respect  on  the  date  as  of  which  made  or  deemed  made.

7.2.     Nonpayment  of  (a)  any  principal  of  any  Note or any Reimbursement
Obligation  when due, or (b) any interest upon any Note or any commitment fee or
other  fee or obligations under any of the Loan Documents within five days after
the  same  becomes  due.

7.3.     The breach by the Borrower of any of the terms or provisions of Section
                                                                         -------
6.2,  Section  6.3(a)  or  Sections  6.10  through  6.24.
---   ---------------      --------------           ----


<PAGE>

7.4.     The  breach  by  the  Borrower (other than a breach which constitutes a
Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this
              -----------  ---    ---
Agreement  which  is  not  remedied within thirty (30) days after written notice
from  the  Administrative  Agent  or  any  Lender.

7.5.     Failure  of  the  Borrower  or  any  of  its  Subsidiaries  to  pay any
Indebtedness  aggregating  in  excess of $25,000,000 when due; or the default by
the  Borrower  or  any  of  its  Subsidiaries  in  the  performance of any term,
provision  or condition contained in any agreement or agreements under which any
such  Indebtedness  was  created  or is governed, or the occurrence of any other
event  or  existence  of  any  other condition, the effect of any of which is to
cause,  or  to  permit the holder or holders of such Indebtedness to cause, such
Indebtedness  to  become  due  prior  to  its  stated  maturity;  or  any  such
Indebtedness  of the Borrower or any of its Subsidiaries shall be declared to be
due  and  payable or required to be prepaid (other than by a regularly scheduled
payment)  prior  to  the  stated  maturity  thereof.

7.6.     The  Borrower  or  any  of its Subsidiaries shall (a) have an order for
relief  entered  with  respect to it under the federal bankruptcy laws as now or
hereafter  in  effect,  (b) make an assignment for the benefit of creditors, (c)
apply  for,  seek,  consent  to, or acquiesce in, the appointment of a receiver,
custodian,  trustee,  examiner,  liquidator  or  similar  official for it or any
Substantial  Portion  of  its  Property, (d) institute any proceeding seeking an
order for relief under the federal bankruptcy laws as now or hereafter in effect
or  seeking  to  adjudicate  it a bankrupt or insolvent, or seeking dissolution,
winding  up, liquidation, reorganization, arrangement, adjustment or composition
of  it  or  its  debts  under  any  law  relating  to  bankruptcy, insolvency or
reorganization  or relief of debtors or fail to file an answer or other pleading
denying  the  material  allegations of any such proceeding filed against it, (e)
take  any  corporate  action  to  authorize  or  effect  any  of  the  foregoing
actions  set  forth  in  this Section 7.6, (f) fail to contest in good faith any
                              -----------
appointment  or proceeding described in Section 7.7 or (g) become unable to pay,
                                        -----------
not  pay,  or admit in writing its inability to pay, its debts generally as they
become  due.

7.7.     Without  the application, approval or consent of the Borrower or any of
its  Subsidiaries, a receiver, trustee, examiner, liquidator or similar official
shall  be  appointed  for  the  Borrower  or  any  of  its  Subsidiaries  or any
Substantial Portion of its Property, or a proceeding described in Section 7.6(d)
                                                                  --------------
shall  be  instituted  against  the Borrower or any of its Subsidiaries and such
appointment  continues  undischarged or such proceeding continues undismissed or
unstayed  for  a  period  of  thirty  consecutive  days.

7.8.     Any  court,  government  or governmental agency shall condemn, seize or
otherwise  appropriate,  or  take custody or control of (each a "Condemnation"),
                                                                 ------------
all  or  any portion of the Property of the Borrower and its Subsidiaries which,
when taken together with all other Property of the Borrower and its Subsidiaries
so  condemned,  seized, appropriated, or taken custody or control of, during the
twelve-month period ending with the month in which any such Condemnation occurs,
constitutes  a  Substantial  Portion.

7.9.     The  Borrower  or any of its Subsidiaries shall fail within thirty days
to  pay,  bond or otherwise discharge any judgments or orders for the payment of
an aggregate amount in excess of $10,000,000, which is not covered by undisputed
insurance  or  stayed  on  appeal  or otherwise being appropriately contested in
good  faith  and  as  to  which  no  enforcement  actions  have  been commenced.

7.10.     Any  Change  in  Control  shall  occur.


<PAGE>

7.11.     The  Subsidiary  Guaranty shall fail to remain in full force or effect
or  any  action  shall  be  taken  to discontinue or to assert the invalidity or
unenforceability  of  the  Subsidiary  Guaranty,  or any Guarantor shall fail to
comply  with  any  of the terms or provisions of the Subsidiary Guaranty, or any
Guarantor  denies  that  it  has  any  further  liability  under  the Subsidiary
Guaranty,  or  gives  notice  to  such  effect.

7.12.     The  Unfunded Liabilities of all Single Employer Plans shall exceed in
the aggregate $10,000,000 or any Reportable Event shall occur in connection with
any  Plan.

7.13.     The  Borrower  or  any other member of the Controlled Group shall have
been  notified  by  the  sponsor of a Multiemployer Plan that such Multiemployer
Plan is in reorganization or is being terminated, within the meaning of Title IV
of  ERISA,  if  as  a  result  of  such  reorganization  or  termination  the
aggregate  annual  contributions  of  the  Borrower and the other members of the
Controlled Group (taken as a whole) to all Multiemployer Plans which are then in
reorganization  or  being  terminated  have  been  or will be increased over the
amounts contributed to such Multiemployer Plans for the respective plan years of
each  such  Multiemployer  Plan immediately preceding the plan year in which the
reorganization  or  termination  occurs  by  an  amount  exceeding  $10,000,000.


                                ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
                 ----------------------------------------------

8.1.     Acceleration.  If  any  Default  described in Section 7.6 or 7.7 occurs
         ------------                                  -----------    ---
with  respect  to  the Borrower, the obligations of the Lenders to make Loans or
issue Facility 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 Administrative Agent or any Lender.  If any other
Default  occurs,  the  Required  Lenders  (or  the Administrative Agent with the
consent of the Required Lenders) may terminate or suspend the obligations of the
Lenders  to make Loans or issue Facility Letters of Credit hereunder, or declare
the  Obligations to be due and payable, or both, whereupon the Obligations shall
become  immediately  due  and  payable,  without presentment, demand, protest or
notice  of  any  kind,  all  of  which the Borrower hereby expressly waives.  In
addition  to  the foregoing, following the occurrence and during the continuance
of  a Default, so long as any Facility Letter of Credit has not been fully drawn
and  has  not  been  canceled  or  expired  by  its  terms,  upon  demand by the
Administrative  Agent,  the Borrower shall deposit in an account (the "Letter of
                                                                       ---------
Credit  Cash  Collateral  Account")  maintained with Bank One in the name of the
---------------------------------
Administrative  Agent,  for  the  ratable  benefit  of  the  Lenders  and  the
Administrative  Agent,  cash  in  an  amount equal to the aggregate undrawn face
amount  of  all  outstanding  Facility  Letters of Credit and all fees and other
amounts  due  or  which may become due with respect thereto.  The Borrower shall
have  no  control  over  funds  in the Letter of Credit Cash Collateral Account,
which  funds  shall be invested by the Administrative Agent from time to time in
its  discretion  in  certificates  of  deposit of Bank One having a maturity not
exceeding  thirty  days.  Such  funds  shall  be  promptly  applied  by  the
Administrative  Agent to reimburse the Issuer for drafts drawn from time to time
under  the  Facility  Letters  of  Credit.  Such funds, if any, remaining in the
Letter  of  Credit  Cash  Collateral  Account  following  the  payment  of  all
Obligations in full or the earlier termination of all Defaults shall, unless the
Administrative Agent is otherwise directed by a court of competent jurisdiction,
be  promptly  paid  over  to  the  Borrower.


<PAGE>

If,  within  ten  Business  Days  after  acceleration  of  the  maturity  of the
Obligations  or  termination  of  the  obligations  of the Lenders to make Loans
hereunder  as  a  result  of any Default (other than any Default as described in
Section  7.6  or  7.7  with  respect to the Borrower) and before any judgment or
------------      ---
decree  for  the  payment  of  the  Obligations  due shall have been obtained or
entered,  the  Required  Lenders (in their sole discretion) shall so direct, the
Administrative  Agent  shall,  by notice to the Borrower, rescind and annul such
acceleration  and/or  termination.

8.2.     Amendments.  Subject  to  the  provisions  of  this  Article  VIII, the
         ----------                                           -------------
Required Lenders (or the Administrative Agent with the consent in writing of the
Required  Lenders)  and  the  Borrower  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 Borrower
hereunder  or  waiving  any  Default  hereunder; provided, however, that no such
                                                 --------  -------
supplemental  agreement  shall,  without  the  consent  of  each  Lender:

(a)     Extend  the  final  maturity  of  any  Loan  or  Note  or  reduce  the
principal  amount  thereof,  or reduce the rate or extend the time of payment of
interest  or  fees  thereon;

(b)     Reduce  the  percentage specified in the definition of Required Lenders;

(c)     Reduce  the  amount  of  or  extend  the date for the mandatory payments
required  under  Section  2.1.2,  increase  the  amount of the Commitment of any
                 --------------
Lender  hereunder  (except  in accordance with Section 2.6(c)), or amend Section
                                               --------------            -------
2.6(c)  to allow the Aggregate Commitment to increase by more than $100,000,000;
------

(d)     Subject  to Section 2.20, extend the Facility Termination Date or permit
                    ------------
any  Facility  Letter  of  Credit  to  have  an  expiry date beyond the Facility
Termination  Date  then  in  effect;

(e)     Amend  this  Section  8.2;
                     ------------

(f)     Release  any  Guarantor  from  the  Subsidiary  Guaranty;  or

(g)     Permit  any  assignment  by  the  Borrower  of  its  Obligations  or its
rights  hereunder.

No  amendment  of  any  provision  of  this  Agreement  relating  to  (i)  the
Administrative  Agent  shall  be  effective  without  the written consent of the
Administrative Agent, (ii) the Issuer or the Facility Letters of Credit shall be
effective  without  the consent of the Issuer or (iii) Swing Line Loans shall be
effective  without  the  consent  of  the Swing Line Lender.  The Administrative
Agent  may  waive  payment  of  the  fee  required  under Section 12.3.2 without
                                                          --------------
obtaining  the  consent  of  any  other  party  to  this  Agreement.

8.3.     Preservation  of  Rights.  No  delay  or omission of the Lenders or the
         ------------------------
Administrative 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 notwithstanding the existence of a Default or
the  inability  of the Borrower to satisfy the conditions precedent to such Loan
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

<PAGE>

terms,  conditions or provisions of the Loan Documents whatsoever shall be valid
unless  in  writing  signed by the Lenders required pursuant to Section 8.2, 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  Administrative  Agent  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
         ---------------------------
Borrower  contained  in  this  Agreement  or  of  the Borrower or any Subsidiary
contained  in  any  Loan  Document  shall  survive delivery of the Notes 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
Borrower  in  violation  of  any  limitation  or  prohibition  provided  by  any
applicable  statute  or  regulation.

9.3.     Taxes.  Any stamp, documentary or similar taxes, assessments or charges
         -----
payable  or  ruled  payable  by  any  governmental  authority  in respect of the
Loan  Documents  shall  be  paid  by  the  Borrower,  together with interest and
penalties,  if  any.

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 Borrower, the Administrative Agent and the Lenders and
supersede  all  prior  agreements  and  understandings  among  the Borrower, the
Administrative  Agent,  and  the  Lenders relating to the subject matter thereof
other  than  the  fee  letter  dated  September  1,  2001  in favor of Bank One.

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 (except to the extent to which the
Administrative  Agent  is authorized to act as such).  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.  The  Borrower  shall  reimburse  the
         --------------------------
Administrative  Agent,  and  the  Arrangers  for any costs, internal charges and
out-of-pocket  expenses (including attorneys' fees and time charges of attorneys
for the Administrative Agent and the Arrangers, which attorneys may be employees
of  the  Administrative  Agent  or  any  Arranger)  paid  or  incurred  by  the
Administrative  Agent  or  any  Arranger  in  connection  with  the preparation,
negotiation,  execution,  delivery, review, amendment, modification, syndication
and administration of the Loan Documents.  The Borrower also agrees to reimburse
the  Administrative Agent, the Arrangers and the Lenders for any costs, internal
charges  and  out-of-pocket expenses (including attorneys' fees and time charges
of  attorneys for the Administrative Agent, the Arrangers and the Lenders, which

<PAGE>

attorneys  may  be  employees  of  the Administrative Agent, any Arranger or the
Lenders)  paid  or  incurred  by  the  Administrative Agent, any Arranger or any
Lender  in connection with the collection and enforcement of the Loan Documents.
The Borrower further agrees to indemnify the Administrative Agent, each Arranger
and  each  Lender,  its  directors,  officers  and employees against all losses,
claims,  damages,  penalties,  judgments,  liabilities  and expenses (including,
without  limitation,  all expenses of litigation or preparation therefor whether
or  not the Administrative Agent, any Arranger or any Lender is a party thereto)
which any of them may pay or incur arising out of or relating to this Agreement,
the other Loan Documents, the transactions contemplated hereby or thereby or the
direct  or  indirect  application or proposed application of the proceeds of any
Loan  hereunder  or  the  use  or intended use of any Facility Letter of Credit,
except  to  the  extent  that  they arise out of the gross negligence or willful
misconduct  of  the  party  seeking  indemnification.  The  obligations  of  the
Borrower  under  this  Section  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  Administrative  Agent  with
sufficient counterparts so that the Administrative 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 between the Borrower and
          -------------------------
the  Lenders  and  the Administrative Agent shall be solely that of borrower and
lender.  Neither  the  Administrative  Agent  nor  any  Lender  shall  have  any
fiduciary  responsibilities  to  the Borrower.  Neither the Administrative Agent
nor any Lender undertakes any responsibility to the Borrower to review or inform
the  Borrower  of  any  matter  in  connection  with any phase of the Borrower's
business  or operations.  The Borrower shall rely entirely upon its own judgment
with  respect  to its business, and any review, inspection or supervision of, or
information  supplied to the Borrower by the Administrative Agent or the Lenders
is  for  the  protection of the Administrative Agent and the Lenders and neither
the  Borrower  nor  any  other Person is entitled to rely thereon.  The Borrower
agrees  that  neither  the  Administrative  Agent  nor any Lender shall have any
liability  with  respect to, and the Borrower hereby waives, releases and agrees
not  to  sue  for,  any  punitive,  special,  indirect  or consequential damages
suffered  by  the  Borrower  in  connection  with, arising out of, or in any way
related  to  the  Loan Documents or the transactions contemplated thereby or the
relationship  established  by  the Loan Documents, or any act, omission or event
occurring  in  connection  therewith.

9.12.     CHOICE  OF  LAW.  THE  LOAN  DOCUMENTS  (OTHER THAN THOSE CONTAINING A
          ---------------
CONTRARY  EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE  INTERNAL  LAWS, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS, OF THE STATE
OF  ILLINOIS,  BUT  GIVING  EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

9.13.     CONSENT  TO  JURISDICTION.  THE BORROWER HEREBY IRREVOCABLY SUBMITS TO
          -------------------------
THE  NON-EXCLUSIVE  JURISDICTION  OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE
COURT  SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING

<PAGE>

TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS
IN  RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT  AND  IRREVOCABLY  WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
ADMINISTRATIVE  AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN
THE  COURTS  OF  ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST  THE  ADMINISTRATIVE  AGENT  OR  ANY  LENDER  OR  ANY  AFFILIATE  OF THE
ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
IN  ANY  WAY  ARISING  OUT  OF,  RELATED  TO,  OR  CONNECTED  WITH  ANY  LOAN
DOCUMENT  SHALL  BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS; PROVIDED, THAT
                                                                  --------
SUCH  PROCEEDINGS  MAY  BE  BROUGHT  IN  OTHER COURTS IF JURISDICTION MAY NOT BE
OBTAINED  IN  A  COURT  IN  CHICAGO,  ILLINOIS.

9.14.     WAIVER OF JURY TRIAL.  THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH
          --------------------
LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY
OR  INDIRECTLY,  ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN
ANY  WAY  ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP  ESTABLISHED  THEREUNDER.

9.15.     Disclosure.  The  Borrower  and each Lender hereby (a) acknowledge and
          ----------
agree  that  Bank  One  and/or  its  Affiliates from time to time may hold other
investments  in,  make  other  loans  to  or  have  other relationships with the
Borrower,  including,  without  limitation, in connection with any interest rate
hedging  instruments  or  agreements  or  swap  transactions,  and (b) waive any
liability  of  Bank  One  or  such  Affiliate  to  the  Borrower  or any Lender,
respectively,  arising  out  of  or  resulting  from  such investments, loans or
relationships  other  than  liabilities  arising  out of the gross negligence or
willful  misconduct  of  Bank  One  or  its  Affiliates.

9.16.     Counterparts.  This  Agreement  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.  This Agreement shall be effective when it has been executed by the
Borrower,  the  Administrative Agent and the Lenders and each party has notified
the  Administrative  Agent  that  it  has  taken  such  action.

9.17.     Confidentiality.  Each  Lender  agrees  to  take normal and reasonable
          ---------------
precautions  and  exercise  due  care  to  maintain  the  confidentiality of all
information  provided  to  it by the Borrower, or by the Administrative Agent on
the  Borrower's  behalf,  in  connection  with  this Agreement or any other Loan
Document, and no Lender shall use any such information for any purpose or in any
manner  other  than  pursuant  to  the  terms  contemplated  by  this Agreement,
except  to the extent such information (a) was or becomes generally available to
the  public other than as a result of a disclosure by such Lender, or (b) was or
becomes  available  on  a  non-confidential  basis  from a source other than the
Borrower,  provided that such source is not bound by a confidentiality agreement
           --------
with  the  Borrower  or  its  agents  known  to  such Lender; provided, further,
                                                              --------  -------
however,  that  any Lender may disclose such information (i) after being advised
by  counsel  (including  internal  counsel),  at  the request or pursuant to any
requirement  of any governmental or regulatory authority to which such Lender is
subject  or  in  connection  with  an  examination  of  such  Lender by any such
authority;  (ii)  pursuant to subpoena or other court process, provided that, if
                                                               --------
it  is  lawful to do so, such Lender shall give prompt notice to the Borrower of
service  thereof  so  that  the  Borrower  may  seek a protective order or other
appropriate remedy or waive compliance with the provisions of this Section 9.17;
                                                                   ------------

<PAGE>

(iii) after being advised by counsel (including internal counsel), when required
to do so in accordance with the provisions of any applicable requirement of law;
(iv)  to  the  extent  reasonably  required in connection with any litigation or
proceeding  involving  the  Borrower  or  any  of  its Subsidiaries to which the
Administrative  Agent,  any  Lender or their respective Affiliates may be party,
(v)  to  the  extent  reasonably required in connection with the exercise of any
remedy  hereunder  or  under  any  other  Loan  Document,  (vi) to such Lender's
independent  auditors  and  other  professional  advisors  as  to  which  such
information  has  been  identified  as  confidential, and (vii) to such Lender's
Affiliates which have agreed to be bound by the same confidentiality obligations
as  apply  to  such  Lender.

                                   ARTICLE  X

                            THE ADMINISTRATIVE AGENT
                            ------------------------

10.1.    Appointment.  Bank  One  is  hereby  appointed  Administrative  Agent
         -----------
hereunder and under each other Loan Document, and each of the Lenders authorizes
the  Administrative Agent to act as the administrative agent of such Lender. The
Administrative Agent agrees to act as such upon the express conditions contained
in  this  Article  X.  The  Administrative  Agent  shall  not  have  a fiduciary
          ----------
relationship  in  respect  of  the  Borrower  or  any  Lender  by reason of this
Agreement.

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

10.3.    General  Immunity.  Neither  the  Administrative  Agent  nor any of its
         -----------------
directors,  officers, agents or employees shall be liable to the Borrower 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 for
its  or  their  own  gross  negligence  or  willful  misconduct.

10.4.    No Responsibility for Loans, Recitals, etc.  Neither the Administrative
         -------------------------------------------
Agent  nor  any  of  its  directors,  officers,  agents  or  employees  shall be
responsible  for  or have any duty to ascertain, inquire into, or verify (a) any
statement,  warranty or representation made in connection with any Loan Document
or  any  borrowing  hereunder,  (b)  the performance or observance of any of the
covenants  or  agreements  of  any  obligor  under any Loan Document, including,
without  limitation, any agreement by an obligor to furnish information directly
to  each  Lender; (c) the satisfaction of any condition specified in Article IV,
                                                                     ----------
except receipt of items required to be delivered to the Administrative Agent and
not  waived  at  closing,  or  (d)  the  validity,  effectiveness,  sufficiency,
enforceability  or  genuineness  of any Loan Document or any other instrument or
writing  furnished in connection therewith.  The Administrative Agent shall have
no  duty  to  disclose  to  the  Lenders  information that is not required to be
furnished  by  the  Borrower  to  the  Administrative Agent at such time, but is
voluntarily furnished by the Borrower to the Administrative Agent (either in its
capacity  as  Administrative  Agent  or  in  its  individual  capacity).

10.5.     Action  on Instructions of Lenders.  The Administrative 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

<PAGE>

by  the  Required  Lenders  (or,  to  the  extent  required  by Section 8.2, all
                                                                -----------
Lenders),  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 Notes.  The
Administrative 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 Administrative Agent may execute
         --------------------------------
any  of  its  duties  as  Administrative  Agent  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 Administrative Agent
shall  be entitled to advice of counsel concerning all matters pertaining to the
agency  hereby  created  and  its  duties  hereunder  and  under  any other Loan
Document.

10.7.    Reliance  on  Documents;  Counsel.  The  Administrative  Agent shall be
         ---------------------------------
entitled to rely upon any Note, 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
Administrative  Agent,  which  counsel  may  be  employees of the Administrative
Agent.

10.8.    Administrative  Agent's Reimbursement and Indemnification.  The Lenders
         ---------------------------------------------------------
agree  to reimburse and indemnify the Administrative Agent ratably in proportion
to their respective Commitments (or, if the Commitments have been terminated, in
proportion  to  their  Commitments  immediately  prior  to such termination) (a)
for  any  amounts  not  reimbursed  by the Borrower for which the Administrative
Agent is entitled to reimbursement by the Borrower under the Loan Documents, (b)
for  any  other  expenses  incurred by the Administrative Agent on behalf of the
Lenders, in connection with the preparation, execution, delivery, administration
and enforcement of the Loan Documents, and (c) 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 Administrative 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;
provided,  that no Lender shall be liable for any of the foregoing to the extent
they arise from the gross negligence or willful misconduct of the Administrative
Agent.  The  obligations  of  the  Lenders under this Section 10.8 shall survive
                                                      ------------
payment  of  the  Obligations  and  termination  of  this  Agreement.

10.9.    Notice  of  Default.  The  Administrative  Agent shall not be deemed to
         -------------------
have  knowledge  or notice of the occurrence of any Default or Unmatured Default
hereunder  unless  the  Administrative  Agent has received written notice from a
Lender  or  the  Borrower referring to this Agreement describing such Default or
Unmatured Default and stating that such notice is a "notice of default".  In the
event  that  the  Administrative  Agent  receives  such  a  notice,  the
Administrative  Agent  shall  give  prompt  notice  thereof  to  the  Lenders.

10.10.    Rights  as  a  Lender.  In  the  event  the  Administrative Agent is a
          ---------------------
Lender, the Administrative Agent shall have the same rights and powers hereunder
and  under  any  other  Loan  Document  as  any Lender and may exercise the same
as  though  it  were  not  the  Administrative  Agent,  and the term "Lender" or

<PAGE>

"Lenders"  shall,  at any time when the Administrative Agent is a Lender, unless
the  context  otherwise  indicates,  include  the  Administrative  Agent  in its
individual  capacity.  The  Administrative  Agent may accept deposits from, lend
money  to,  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  Borrower  or  any  of  its Subsidiaries in which the
Borrower  or  such  Subsidiary  is  not restricted hereby from engaging with any
other  Person.  The  Administrative  Agent,  in  its individual capacity, is not
obligated  to  remain  a  Lender.

10.11.    Lender  Credit  Decision.  Each  Lender  acknowledges  that  it  has,
          ------------------------
independently  and  without  reliance upon the Administrative Agent or any other
Lender  and  based on the financial statements prepared by the Borrower 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 Administrative 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.

10.12.    Successor  Administrative  Agent.  The Administrative Agent may resign
          --------------------------------
at  any  time  by giving written notice thereof to the Lenders and the Borrower,
such  resignation  to  be  effective  upon  the  appointment  of  a  successor
Administrative  Agent  or,  if  no  successor  Administrative  Agent  has  been
appointed,  forty-five days after the retiring Administrative Agent gives notice
of  its  intention  to  resign.  Upon any such resignation, the Required Lenders
shall  have  the  right  to  appoint,  on  behalf  of  the  Lenders, a successor
Administrative  Agent.  If  no successor Administrative Agent shall have been so
appointed  by  the  Required  Lenders  and  shall have accepted such appointment
within  thirty  days after the resigning Administrative Agent's giving notice of
its intention to resign, then the resigning Administrative Agent may appoint, on
behalf  of  the  Borrower  and  the  Lenders,  a successor Administrative Agent.
If  the  Administrative Agent has resigned and no successor Administrative Agent
has been appointed, the Lenders may perform all the duties of the Administrative
Agent  hereunder  and  the  Borrower  shall  make all payments in respect of the
Obligations  to  the  applicable  Lender  and  for all other purposes shall deal
directly  with the Lenders. No successor Administrative Agent shall be deemed to
be  appointed  hereunder  until such successor Administrative Agent has accepted
the  appointment.  Any such successor Administrative Agent shall be a commercial
bank  having  capital  and  retained earnings of at least $50,000,000.  Upon the
acceptance  of  any appointment as Administrative Agent hereunder by a successor
Administrative  Agent,  such  successor  Administrative  Agent  shall  thereupon
succeed  to and become vested with all the rights, powers, privileges and duties
of  the  resigning  Administrative  Agent.  Upon  the  effectiveness  of  the
resignation  of  the  Administrative  Agent,  the resigning Administrative Agent
shall be discharged from its duties and obligations hereunder and under the Loan
Documents.  After  the  effectiveness  of  the  resignation of an Administrative
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  Administrative  Agent  hereunder  and  under  the other Loan Documents.

10.13.    Syndication  Agent;  Documentation  Agents.  Any  Lender identified in
          ------------------------------------------
this  Agreement  as  a Syndication Agent or a Documentation Agent shall not 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 such Lenders shall have or be deemed to have a fiduciary
relationship with any Lender.  Each Lender hereby makes the same acknowledgments
with  respect  to  such  Lenders  as it makes with respect to the Administrative
Agent  in  Section  10.11.
           --------------


<PAGE>

                                  ARTICLE  XI

                            SETOFF; RATABLE PAYMENTS
                            ------------------------

11.1.    Setoff.  In  addition  to, and without limitation of, any rights of the
         ------
Lenders  under  applicable  law,  if  the  Borrower  becomes  insolvent, however
evidenced,  or  any  Default  or  Unmatured Default occurs, any and all deposits
(including all account balances, whether provisional or final and whether or not
collected  or  available)  and  any  other  Indebtedness  at  any  time  held or
owing  by  any  Lender  to  or  for the credit or account of the Borrower may be
offset  and  applied toward the payment of the Obligations owing to such Lender,
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
Section 3.1, 3.2 or 3.4) in a greater proportion than its pro-rata share of such
-----------  ---    ---
Loans,  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 Obligations 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  their Loans.  In case any such payment is disturbed by legal
process,  or  otherwise,  appropriate  further adjustments shall be made.  If an
amount  to  be  setoff  is  to  be  applied to Indebtedness of the Borrower to a
Lender,  other  than  Indebtedness  evidenced  by  any of the Notes held by such
Lender,  such  amount shall be applied ratably to such other Indebtedness and to
the  Indebtedness  evidenced  by  such  Notes.

                                 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 Borrower and the
Lenders  and  their  respective  successors  and  assigns,  except  that (a) the
Borrower  shall not have the right to assign its rights or obligations under the
Loan  Documents, and (b) any assignment by any Lender must be made in compliance
with  Section  12.3.  Notwithstanding clause (b) of this Section, any Lender may
      -------------                   ----------
at  any  time,  without the consent of the Borrower or the Administrative Agent,
assign  all or any portion of its rights under this Agreement and its Notes to a
Federal  Reserve  Bank;  provided, however, that no such assignment to a Federal
                         --------  -------
Reserve Bank shall release the transferor Lender from its obligations hereunder.
The  Administrative  Agent  may treat the payee of any Note as the owner thereof
for  all  purposes hereof unless and until such payee complies with Section 12.3
                                                                    ------------
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 Administrative Agent.  Any
assignee or transferee of a Note 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 holder of any Note, shall be conclusive and binding
on  any subsequent holder, transferee or assignee of such Note or of any Note or
Notes  issued  in  exchange  therefor.


<PAGE>

12.2.    Participations.
         --------------
12.2.1.  Permitted  Participants;  Effect.  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 Note held by such Lender, any Lender's
interest  in  any  Facility  Letter of Credit Obligation, any Commitment of such
Lender  or  any  other interest of such Lender under the Loan Documents.  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 holder of any such
Note  for  all  purposes  under  the  Loan Documents, all amounts payable by the
Borrower under this Agreement shall be determined as if such Lender had not sold
such  participating  interests,  and  the  Borrower and the Administrative Agent
shall  continue  to deal solely and directly with such Lender in connection with
such  Lender's  rights  and  obligations  under  the  Loan  Documents.

12.2.2.  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  which effects any of the modifications referenced in clauses (a) through
(g)  of  Section  8.2.
         ------------

12.2.3.  Benefit  of Setoff.  The Borrower agrees that each Participant shall be
         ------------------
deemed  to  have  the right of setoff provided in Section 11.1 in respect of 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 with respect to the amount of
                                      ------------
participating  interests  sold  to each Participant.  The Lenders agree to share
with  each  Participant, and each Participant, by exercising the right of setoff
provided  in Section 11.1, 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.
         -----------
12.3.1.  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 any part of its rights and
                                  ----------
obligations  under the Loan Documents; provided, however, that in the case of an
                                       --------  -------
assignment  to an entity which is not a Lender or an Affiliate of a lender, such
assignment shall be in a minimum amount of $5,000,000.  Such assignment shall be
substantially  in  the  form of Exhibit H hereto or in such other form as may be
                                ---------
agreed  to by the parties thereto.  The consent of the Administrative Agent and,
so  long as no Default is continuing, the Borrower shall be required prior to an
assignment  becoming effective with respect to a Purchaser which is not a Lender
or  an  Affiliate  thereof.  Such  consent  shall  not be unreasonably withheld.


<PAGE>

12.3.2.  Effect;  Effective Date.  Upon (a) delivery to the Administrative Agent
         -----------------------
of  a  notice  of assignment, substantially in the form attached as Exhibit I to
Exhibit H hereto (a "Notice of Assignment"), together with any consents required
---------            --------------------
by  Section  12.3.1, and (b) payment of a $3,500 fee to the Administrative Agent
    ---------------
for  processing  such  assignment, such assignment shall become effective on the
effective  date  specified  in  such  Notice  of  Assignment.  On  and after the
effective  date of such assignment, (a) such Purchaser shall for all purposes be
a  Lender  party  to  this Agreement and any other Loan Document 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 (b)
the  transferor  Lender  shall be released with respect to the percentage of the
Aggregate  Commitment  and  Loans assigned to such Purchaser without any further
consent  or  action  by  the  Borrower, the Lenders or the Administrative Agent.
Upon  the consummation of any assignment to a Purchaser pursuant to this Section
                                                                         -------
12.3.2,  the  transferor Lender, the Administrative Agent and the Borrower shall
------
make  appropriate  arrangements  so  that  replacement  Notes are issued to such
transferor  Lender  and  new  Notes  or,  as appropriate, replacement Notes, are
issued  to  such Purchaser, in each case, to the extent applicable, in principal
amounts  reflecting  their  Commitment, as adjusted pursuant to such assignment.

12.4.    Dissemination  of  Information.  The Borrower 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  creditworthiness  of  the  Borrower  and  its  Subsidiaries.

12.5.    Tax  Treatment.  If any interest in any Loan Document is transferred to
         --------------
any  Transferee which is organized under the laws of any jurisdiction other than
the  United  States or any State thereof, the transferor Lender shall cause such
Transferee, concurrently with the effectiveness of such transfer, to comply with
the  provisions  of  Section  2.17.
                     -------------

                                  ARTICLE  XIII

                                     NOTICES
                                     -------

13.1.    Giving  Notice.  Except  as  otherwise  permitted  by Section 2.12 with
         --------------                                        ------------
respect  to  borrowing notices, all notices and other communications provided to
any  party  hereto  under  this Agreement or any other Loan Document shall be in
writing,  by facsimile, first class U.S. mail or overnight courier and addressed
or  delivered  to such 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 first class
postage  prepaid,  return  receipt  requested,  shall  be deemed given three (3)
Business  Days  after  deposit  in  the U.S. mail; any notice, if transmitted by
facsimile,  shall  be  deemed  given  when  transmitted; and any notice given by
overnight  courier  shall  be  deemed  given  when  received  by  the addressee.

13.2.    Change  of  Address.  The  Borrower,  the  Administrative 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.


                           [signature pages to follow]

<PAGE>

     IN  WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent
have  executed  this  Agreement  as  of  the  date  first  above  written.

                                  RALCORP  HOLDINGS,  INC.

                                  By:       /s/ Scott Monette              _

                                  Print Name:       Scott Monette

                                  Title:  Corporate Vice President and Treasurer

                                       Address:    800  Market  Street
                                                   St.  Louis,  Missouri  63101
                                                   Attn:  Treasurer
                                       Telecopy:   (314)  877-7729
                                       Telephone:  (314)  877-7113


                                  BANK  ONE,  NA,
                                  Individually  and  as  Administrative  Agent

                                  By:        /s/ William J. Oleferchik

                                  Print Name:    William J. Oleferchik

                                  Title:      Director, Capital Markets

                                       Address:    1  Bank  One  Plaza
                                                   Suite  IL1-0173
                                                   Chicago,  Illinois  60670
                                                   Attn:  William J. Oleferchik
                                       Telecopy:   (312)  732-3888
                                       Telephone:  (312)  732-2947





              Signature Page to Ralcorp Holdings, Inc. Credit Agreement



<PAGE>
                                  WACHOVIA  BANK,  N.A.,
                                  Individually  and  as  Syndication  Agent

                                  By:             /s/ A. B. Deskins

                                  Print Name:       Andrew B. Deskins

                                  Title:        Senior Vice President

                                       Address:    191  Peachtree  Street,  N.E.
                                                   Atlanta,  Georgia  30303
                                                   Attention:  Walter  Gillikan

                                       Phone:      (404)  332-5747
                                       Fax:        (404)  332-6898





              Signature Page to Ralcorp Holdings, Inc. Credit Agreement


<PAGE>
                                  PNC  BANK,  N.A.,
                                  Individually  and  as  Documentation  Agent

                                  By:         /s/ Richard M. Ellis

                                  Print Name:     Richard M. Ellis

                                  Title:        Senior Vice President

                                       Address:    500 West Jefferson Street
                                                   Louisville,  KY  40296
                                                   Attention: Richard M. Ellis

                                       Phone:      (502)  581-7427
                                       Fax:        (502)  581-2780





              Signature Page to Ralcorp Holdings, Inc. Credit Agreement


<PAGE>
                                  SUNTRUST  BANK,
                                  Individually  and  as  Documentation  Agent

                                  By:           /s/ Michael Pugsley

                                  Print Name:       Michael Pugsley

                                  Title:            Vice President

                                       Address:    303  Peachtree  Street,  N.A.
                                                   Mail  Code  1905
                                                   Atlanta,  GA  30308
                                                   Attention:  Michael  Pugsley

                                       Phone:      (404)  742-3635
                                       Fax:        (404)  230-5305





              Signature Page to Ralcorp Holdings, Inc. Credit Agreement


<PAGE>
                                  COBANK,  ACB,
                                  Individually  and  as  Lender

                                  By:           /s/ S. Richard Dill

                                  Print Name:       S. Richard Dill

                                  Title:             Vice President

                                       Address:    5500  South  Quebec  Street
                                                   P.O.  Box  5110
                                                   Englewood,  CO  80111
                                                   Attention:  Richard  Dill

                                       Phone:      (303)  740-4197
                                       Fax:        (303)  694-5830





              Signature Page to Ralcorp Holdings, Inc. Credit Agreement


<PAGE>
                                  U.S. BANK NATIONAL ASSOCIATION,
                                  Formerly known as
                                  Firstar  Bank,  N.A.,
                                  Individually  and  as  Documentation  Agent

                                  By:          /s/ Joseph L. Sooter, Jr.

                                  Print Name:      Joseph L. Sooter, Jr.

                                  Title:           Vice President

                                       Address:    #1  Firstar  Plaza
                                                   SL-TW-12MP
                                                   St.  Louis,  MO  63101
                                                   Attention:  Joseph Sooter

                                       Phone:      (314)  418-2462
                                       Fax:        (314)  418-2162





              Signature Page to Ralcorp Holdings, Inc. Credit Agreement


<PAGE>
                                  COMMERCE  BANK,  N.A.,
                                  Individually  and  as  Lender

                                  By:         /s/ Mary Ann Lemonds

                                  Print Name:     Mary Ann Lemonds

                                  Title:           Vice President

                                       Address:    8000  Forsyth  Boulevard
                                                   St.  Louis,  MO  63105
                                                   Attention:  Mary Ann Lemonds

                                       Phone:      (314)  746-3943
                                       Fax:        (314)  746-3783





              Signature Page to Ralcorp Holdings, Inc. Credit Agreement


<PAGE>
                                  HARRIS  TRUST  AND  SAVINGS  BANK,
                                  Individually  and  as  Lender

                                  By:          /s/ Erica T. Kuhlmann

                                  Print Name:      Erica T. Kuhlmann

                                  Title:            Managing Director

                                       Address:    111 West Monroe Street
                                                   #20W
                                                   Chicago,  IL  60603
                                                   Attention:  John  Lyons

                                       Phone:      (312)  461-5487
                                       Fax:        (312)  765-8095






              Signature Page to Ralcorp Holdings, Inc. Credit Agreement


<PAGE>



                             SCHEDULE 1

     LENDER                              COMMITMENT
     ------                              ----------

          LENDER                    COMMITMENT                %
          ------                    ----------

Bank One, NA                      $50,000,000.00          18.2%
Wachovia Bank, N.A.               $50,000,000.00          18.2%
Firstar Bank, N.A.                $33,333,333.33          12.1%
PNC Bank, N.A.                    $33,333,333.33          12.1%
SunTrust Bank                     $33,333,333.33          12.1%
CoBank, ACB                       $25,000,000.00           9.1%
Commerce Bank, N.A.               $25,000,000.00           9.1%
Harris Trust and Savings Bank     $25,000,000.00           9.1%

INITIAL AGGREGATE COMMITMENT     $275,000,000.00         100%