HORMEL FOODS CORP /DE/
EXHIBIT 10.1
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<TYPE>EX-10.1
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<FILENAME>a2029246zex-10_1.htm
<DESCRIPTION>EXHIBIT 10.1
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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ka3041_u.s._$425,000,000_credi__ka301386"> </A></FONT> <FONT SIZE=2><B>U.S. $425,000,000<BR>  CREDIT AGREEMENT<BR>  (SHORT TERM FACILITY)         </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Dated as of October&nbsp;31, 2000 </FONT></P>

<P><FONT SIZE=2><B>HORMEL FOODS CORPORATION</B></FONT><FONT SIZE=2>, a Delaware corporation (the "</FONT><FONT SIZE=2><B>Borrower</B></FONT><FONT SIZE=2>"), the Banks listed on the signature
pages (the "</FONT><FONT SIZE=2><B>Banks</B></FONT><FONT SIZE=2>," together with each bank which becomes a lender hereunder pursuant to Section&nbsp;8.07, collectively the
"</FONT><FONT SIZE=2><B>Lenders</B></FONT><FONT SIZE=2>"), </FONT><FONT SIZE=2><B>SUNTRUST BANK</B></FONT><FONT SIZE=2>, as Syndication Agent for the Lenders, </FONT><FONT SIZE=2><B>U.S. BANK
NATIONAL ASSOCIATION</B></FONT><FONT SIZE=2>, as Documentation Agent for the Lenders, and </FONT><FONT SIZE=2><B>CITICORP USA,&nbsp;INC.</B></FONT><FONT SIZE=2>
("</FONT><FONT SIZE=2><B>CUSA</B></FONT><FONT SIZE=2>"), as administrative agent for the Lenders (in such capacity, the "</FONT><FONT SIZE=2><B>Administrative Agent</B></FONT><FONT SIZE=2>"), agree
as follows: </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>ARTICLE
I<BR>
DEFINITIONS AND ACCOUNTING TERMS </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.01</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Certain Defined Terms.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;As used in this Agreement, the following terms shall have
the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): </FONT></P>

<P><FONT SIZE=2><I>"Adjusted Eurodollar Rate"</I></FONT><FONT SIZE=2> shall mean, for any Interest Period for a Eurodollar Rate Advance comprising part of the same Borrowing, an interest rate per
annum equal to the rate obtained by dividing (a)&nbsp;the rate per annum (rounded upward, if necessary, to the nearest whole multiple of <SUP>1</SUP>/<SMALL>16</SMALL> of 1%) that appears on the Dow Jones
Markets (Telerate) page&nbsp;3750 (or such other comparable page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rate) with maturities
comparable to such Interest Period at approximately 11:00&nbsp;A.M. (London time) two Business Days prior to the first day of such Interest Period by (b)&nbsp;a percentage equal to 100% minus the
Eurodollar Rate Reserve Percentage, </FONT><FONT SIZE=2><I>subject</I></FONT><FONT SIZE=2>, </FONT><FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, to the provisions of Section&nbsp;2.02(b). </FONT></P>


<P><FONT SIZE=2><I>"Administrative Agent"</I></FONT><FONT SIZE=2> means CUSA, in its capacity as administrative agent for the Lenders, or any Person serving as its successor. </FONT></P>

<P><FONT SIZE=2><I>"Advance"</I></FONT><FONT SIZE=2> means an advance by a Lender to the Borrower as part of a Borrowing pursuant to Section&nbsp;2.01, and refers to a Base Rate Advance or a
Eurodollar Rate Advance, each of which shall be a </FONT><FONT SIZE=2><I>"Type"</I></FONT><FONT SIZE=2> of Advance. </FONT></P>

<P><FONT SIZE=2><I>"Affiliate"</I></FONT><FONT SIZE=2> means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such
Person. </FONT></P>

<P><FONT SIZE=2><I>"Agent"</I></FONT><FONT SIZE=2> or </FONT><FONT SIZE=2><I>"Agents"</I></FONT><FONT SIZE=2> means the Administrative Agent; provided, that, solely for purposes of
Sections&nbsp;7.02, 7.04, 7.05, 8.04, 8.07(b)(iv), 8.08 and 8.12 of this Agreement the term "Agent" or "Agents", as the case may be, shall include the Syndication Agent, the Documentation Agent and
the Arranger. </FONT></P>

<P><FONT SIZE=2><I>"Agreement"</I></FONT><FONT SIZE=2> means this Credit Agreement as it may be amended, supplemented or otherwise modified from time to time. </FONT></P>

<P><FONT SIZE=2><I>"Applicable Lending Office"</I></FONT><FONT SIZE=2> means, with respect to each Lender, such Lender's Domestic Lending Office in the case of a Base Rate Advance, and such
Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance. </FONT></P>

<P><FONT SIZE=2><I>"Applicable Margin"</I></FONT><FONT SIZE=2> means, for any period for which any interest payment is to be made with respect to any Advance, the interest rate per annum derived
by </FONT><FONT SIZE=2><I>dividing</I></FONT><FONT SIZE=2> (i)&nbsp;the sum of Daily Margins for each of the days included in such period </FONT><FONT SIZE=2><I>by</I></FONT><FONT SIZE=2>
(ii)&nbsp;the number of days included in such period. </FONT></P>

<P><FONT SIZE=2><I>"Arranger"</I></FONT><FONT SIZE=2> means Salomon Smith Barney&nbsp;Inc., as sole lead arranger and book runner. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>1</FONT></P>

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<P><FONT SIZE=2><I>"Assignment and Acceptance"</I></FONT><FONT SIZE=2> means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative
Agent, in substantially the form of </FONT><FONT SIZE=2><I>Exhibit&nbsp;A</I></FONT><FONT SIZE=2> hereto. </FONT></P>

<P><FONT SIZE=2><I>"Bankruptcy Code"</I></FONT><FONT SIZE=2> means Title 11 of the United States Code entitled "Bankruptcy" as now and hereafter in effect, or any successor statute. </FONT></P>

<P><FONT SIZE=2><I>"Base Rate"</I></FONT><FONT SIZE=2> means, for any period, a fluctuating interest rate per annum as shall be in effect from time to time which rate per annum shall at all times
be equal to the highest of: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;the
rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank's base rate (which is a rate set by Citibank based upon
various factors including Citibank's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or
below such announced rate); </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;the
sum of (A)&nbsp;<SUP>1</SUP>/<SMALL>2</SMALL> of one percent per annum, </FONT><FONT SIZE=2><I>plus</I></FONT><FONT SIZE=2> (B)&nbsp;the rate obtained by </FONT> <FONT SIZE=2><I>dividing</I></FONT><FONT SIZE=2> (x)&nbsp;the latest three-week moving
average of secondary market morning offering rates in the United States for three-month
certificates of deposit of major United States money market banks (such three-week moving average being determined weekly by Citibank on the basis of such rates reported by certificate of
deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Citibank, in
either case adjusted to the nearest <SUP>1</SUP>/<SMALL>16</SMALL> of one percent or, if there is no nearest <SUP>1</SUP>/<SMALL>16</SMALL> of one percent, to the next higher <SUP>1</SUP>/<SMALL>16</SMALL> of one percent), </FONT> <FONT
SIZE=2><I>by</I></FONT><FONT SIZE=2> (y)&nbsp;a percentage equal to 100% minus the average of the daily percentages specified during such three-week period by the Board of
Governors of the Federal Reserve System for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirements for Citibank in respect of liabilities
consisting of or including (among other liabilities) three-month nonpersonal time deposits of at least $100,000), </FONT><FONT SIZE=2><I>plus</I></FONT><FONT SIZE=2> (C)&nbsp;the average during
such three-week period of the daily net annual assessment rates estimated by Citibank for determining the current annual assessment payable by Citibank to the Federal Deposit Insurance
Corporation for insuring three-month deposits in the United States; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<SUP>1</SUP>/<SMALL>2</SMALL>
of one percent per annum above the Federal Funds Rate. </FONT></P>


<P><FONT SIZE=2><I>"Base Rate Advance"</I></FONT><FONT SIZE=2> means an Advance which bears interest at a rate per annum determined on the basis of the Base Rate, as provided in
Section&nbsp;2.06(a). </FONT></P>

<P><FONT SIZE=2><I>"Borrower"</I></FONT><FONT SIZE=2> means Hormel Foods Corporation, a Delaware corporation. </FONT></P>

<P><FONT SIZE=2><I>"Borrowing"</I></FONT><FONT SIZE=2> means a borrowing consisting of simultaneous Advances of the same Type made on the same day pursuant to the same Notice of Borrowing by each
of the Lenders pursuant to Section&nbsp;2.02(a). </FONT></P>

<P><FONT SIZE=2><I>"Business Day"</I></FONT><FONT SIZE=2> means a day of the year other than a Saturday or a Sunday on which banks are not required or authorized to close in New York City or Los
Angeles and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market. </FONT></P>

<P><FONT SIZE=2><I>"Capital Lease"</I></FONT><FONT SIZE=2> means, with respect to any Person, any lease of any property by that Person as lessee which would, in conformity with GAAP, be required
to be accounted for as a capital lease on the balance sheet of that Person. </FONT></P>

<P><FONT SIZE=2><I>"Cash"</I></FONT><FONT SIZE=2> means money, currency or a credit balance in a deposit account. </FONT></P>

<P><FONT SIZE=2><I>"Cash Equivalents"</I></FONT><FONT SIZE=2> means (a)&nbsp;marketable direct obligations issued or unconditionally guaranteed by the United States government or issued by any
agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof, (b)&nbsp;marketable direct obligations issued
by any state of the United States of America or any political </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<P><FONT SIZE=2>
subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having the highest rating generally
obtainable from either S&amp;P or Moody's, (c)&nbsp;commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of A-1
or higher from S&amp;P or P-1 or higher from Moody's, and (d)&nbsp;certificates of deposit or bankers' acceptances maturing within one year from the date of acquisition thereof issued by any
lender. </FONT></P>

<P><FONT SIZE=2><I>"Citibank"</I></FONT><FONT SIZE=2> means Citibank, N.A. </FONT></P>

<P><FONT SIZE=2><I>"Code"</I></FONT><FONT SIZE=2> means the Internal Revenue Code of 1986, as amended. </FONT></P>

<P><FONT SIZE=2><I>"Commitment"</I></FONT><FONT SIZE=2> has the meaning specified in Section&nbsp;2.01. </FONT></P>

<P><FONT SIZE=2><I>"Commitment Termination Date"</I></FONT><FONT SIZE=2> means October&nbsp;30, 2001, the date that occurs 364&nbsp;days from the Effective Date; </FONT> <FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, however, that, subject to the
provisions of Section&nbsp;2.15, if any Lender has consented to an Extension Request with regard to the then
existing Commitment Termination Date, the then existing Commitment Termination Date as to such Lender shall be automatically extended for 364&nbsp;days from the then existing Termination Date. </FONT></P>

<P><FONT SIZE=2><I>"Compliance Certificate"</I></FONT><FONT SIZE=2> means a certificate substantially in the form of </FONT><FONT SIZE=2><I>Exhibit&nbsp;B</I></FONT><FONT SIZE=2> hereto,
delivered to the Lenders by the Borrower pursuant to Section&nbsp;5.01(b)(iii). </FONT></P>

<P><FONT SIZE=2><I>"Convert," "Conversion"</I></FONT><FONT SIZE=2> and </FONT><FONT SIZE=2><I>"Converted"</I></FONT><FONT SIZE=2> each refers to a conversion of Advances of one Type into
Advances of another Type pursuant to Section&nbsp;2.08. </FONT></P>


<P><FONT SIZE=2><I>"CUSA"</I></FONT><FONT SIZE=2> means Citicorp USA,&nbsp;Inc. </FONT></P>

<P><FONT SIZE=2><I>"Daily Margin"</I></FONT><FONT SIZE=2> means, for any date of determination and designated Level applicable on such date of determination, the following interest rates per
annum: </FONT></P>

<!-- User-specified TAGGED TABLE -->
<DIV ALIGN="CENTER"><TABLE WIDTH="52%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="BOTTOM">
<TH WIDTH="58%" ALIGN="LEFT"><FONT SIZE=2>&nbsp;</FONT><BR></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="36%" COLSPAN=3 ALIGN="CENTER"><FONT SIZE=1><B>TYPE OF ADVANCE</B></FONT><HR NOSHADE></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
</TR>
<TR VALIGN="BOTTOM">
<TH WIDTH="58%" ALIGN="LEFT"><FONT SIZE=1>&nbsp;</FONT><BR></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="14%" ALIGN="CENTER"><FONT SIZE=1><B>Base Rate<BR>
Advance</B></FONT><HR NOSHADE></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="18%" ALIGN="CENTER"><FONT SIZE=1><B>Eurodollar<BR>
Rate Advance</B></FONT><HR NOSHADE></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="TOP">
<TD WIDTH="58%"><FONT SIZE=2>Level 1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="14%" ALIGN="RIGHT"><FONT SIZE=2>0</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>%</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2>0.4300</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>%</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="TOP">
<TD WIDTH="58%"><FONT SIZE=2>Level 2</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="14%" ALIGN="RIGHT"><FONT SIZE=2>0</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>%</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2>0.5400</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>%</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="TOP">
<TD WIDTH="58%"><FONT SIZE=2>Level 3</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="14%" ALIGN="RIGHT"><FONT SIZE=2>0</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>%</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2>0.6500</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>%</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="TOP">
<TD WIDTH="58%"><FONT SIZE=2>Level 4</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="14%" ALIGN="RIGHT"><FONT SIZE=2>0</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>%</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2>0.7250</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>%</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="TOP">
<TD WIDTH="58%"><FONT SIZE=2>Level 5</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="14%" ALIGN="RIGHT"><FONT SIZE=2>0</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>%</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2>0.9250</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>%</FONT></TD>
</TR>
</TABLE></DIV>
<!-- end of user-specified TAGGED TABLE -->
<P><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that, (i)&nbsp;until the earlier of (a)&nbsp;the Rating Date or (b)&nbsp;July&nbsp;1, 2001, the applicable Level shall be deemed to be
Level 3 and (ii), on and after July&nbsp;1, 2001, unless and until the Rating Date has occurred (or if, for any reason, a rating, once established, is unavailable), the applicable Level shall be
deemed to be Level 5; </FONT><FONT SIZE=2><I>provided further</I></FONT><FONT SIZE=2> that, on and after July&nbsp;1, 2001, if the Rating Date has not occurred, but a rating has been established by
Moody's or S&amp;P for the short-term, unsecured Debt of the Borrower, the applicable Level shall be deemed to be Level 3; </FONT><FONT SIZE=2><I>provided further</I></FONT><FONT SIZE=2>
that, for the period between December&nbsp;15, 2000 and January&nbsp;15, 2001, the applicable Daily Margin shall be the rate per annum determined as set forth above </FONT> <FONT SIZE=2><I>plus</I></FONT><FONT SIZE=2>, in each case, .125% per annum.
If any change in the rating established by S&amp;P or Moody's with respect to Long-Term Debt shall result
in a change in the applicable Level, the change in the Daily Margin shall be effective as of the date on which such rating change is publicly announced. </FONT></P>

<P><FONT SIZE=2><I>"Debt"</I></FONT><FONT SIZE=2> means (i)&nbsp;indebtedness for borrowed money or for the deferred purchase price of property or services, (ii)&nbsp;obligations as lessee
under Capital Leases, or (iii)&nbsp;obligations under guarantees in respect of indebtedness or in respect of obligations of others of the kinds referred to in clause&nbsp;(i) or (ii)&nbsp;above. </FONT></P>


<P><FONT SIZE=2><I>"Designating Lender"</I></FONT><FONT SIZE=2> has the meaning specified in Section&nbsp;8.07(g). </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<P><FONT SIZE=2><I>"Documentation Agent"</I></FONT><FONT SIZE=2> means U.S. Bank National Association, in its capacity as documentation agent for the Lenders, or any Person serving as its
successor. </FONT></P>

<P><FONT SIZE=2><I>"Dollars"</I></FONT><FONT SIZE=2> and the sign </FONT><FONT SIZE=2><I>"$"</I></FONT><FONT SIZE=2> each means lawful money of the United States of America. </FONT></P>

<P><FONT SIZE=2><I>"Domestic Lending Office"</I></FONT><FONT SIZE=2> means, with respect to any Lender, the office of such Lender specified as its "Domestic Lending Office" opposite its name on
Schedule&nbsp;I hereto or in the Assignment and Acceptance pursuant to which an Eligible Assignee became a Lender, or such other office of such Lender as such Lender may from time to time specify to
the Borrower and the Agents. </FONT></P>

<P><FONT SIZE=2><I>"EBITDA"</I></FONT><FONT SIZE=2> means, for any period, consolidated net income (excluding extraordinary, unusual, or nonrecurring gains or losses), plus provision for taxes of
the Borrower and its Subsidiaries, plus interest expense of the Borrower and its Subsidiaries, plus depreciation expense of the Borrower and its Subsidiaries, plus amortization of intangibles of the
Borrower and its Subsidiaries, as determined on a consolidated basis in conformity with GAAP. </FONT></P>

<P><FONT SIZE=2><I>"Effective Date"</I></FONT><FONT SIZE=2> means the date on which all of the conditions in Section&nbsp;3.01 were satisfied or waived, which date was October&nbsp;31, 2000. </FONT></P>

<P><FONT SIZE=2><I>"Eligible Assignee"</I></FONT><FONT SIZE=2> means (i)&nbsp;a commercial bank organized under the laws of the United States, or any state thereof, and having a combined
capital and surplus of at least $100,000,000; (ii)&nbsp;a commercial bank organized under the laws of any other country which is a member of the Organization for Economical Cooperation and
Development (the "OECD"), or a political subdivision of any such country and having a combined capital and surplus of at least $100,000,000, provided that such bank is acting through a branch or
agency located in the country in which it is organized or another country which is also a member of the OECD; and (iii)&nbsp;any Person engaged in the business of lending and that is an Affiliate of
a Lender or of a Person of which a Lender is a Subsidiary. </FONT></P>

<P><FONT SIZE=2><I>"Environmental Law"</I></FONT><FONT SIZE=2> means any and all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or other governmental restrictions
of any federal, state or local governmental authority within the United States or any State or territory thereof and which relate to the environment or the release of any materials into the
environment. </FONT></P>

<P><FONT SIZE=2><I>"ERISA"</I></FONT><FONT SIZE=2> means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued
thereunder. </FONT></P>

<P><FONT SIZE=2><I>"ERISA Affiliate"</I></FONT><FONT SIZE=2> means any Person who for purposes of Title IV of ERISA is a member of the Borrower's controlled group, or under common control with
the Borrower, within the meaning of Section&nbsp;414 of the Code and the regulations promulgated and rulings issued thereunder. </FONT></P>

<P><FONT SIZE=2><I>"ERISA Event"</I></FONT><FONT SIZE=2> means (i)&nbsp;the occurrence of a reportable event, within the meaning of Section&nbsp;4043 of ERISA, unless the 30-day
notice requirement with respect thereto has been waived by the PBGC; (ii)&nbsp;the provision by the administrator of any Pension Plan of a notice of intent to terminate such Pension Plan pursuant to
Section&nbsp;4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section&nbsp;4041(e) of ERISA); (iii)&nbsp;the cessation of operations at a facility
by the Borrower or an ERISA Affiliate in the circumstances described in Section&nbsp;4062(e) of ERISA; (iv)&nbsp;the withdrawal by the Borrower or an ERISA Affiliate from a Multiple Employer Plan
during a plan year for which it was a substantial employer, as defined in Section&nbsp;4001(a)(2) of ERISA; (v)&nbsp;the failure by the Borrower or any ERISA Affiliate to make a payment to a
Pension Plan required under Section&nbsp;302(f)(1) of ERISA, which Section imposes a lien for failure to make required payments; (vi)&nbsp;the adoption of an amendment to a Pension Plan requiring
the provision of security to such Pension Plan, pursuant to Section&nbsp;307 of ERISA; or (vii)&nbsp;the institution by the PBGC of proceedings to terminate a Pension Plan, pursuant to
Section&nbsp;4042 of ERISA, or the occurrence of any event or condition which, in the reasonable judgment of the Borrower, might constitute grounds under </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<P><FONT SIZE=2>
Section&nbsp;4042 of ERISA for the termination of, or the appointment of a trustee to administer, a Pension Plan. </FONT></P>

<P><FONT SIZE=2><I>"Eurocurrency Liabilities"</I></FONT><FONT SIZE=2> has the meaning assigned to that term in Regulation&nbsp;D of the Board of Governors of the Federal Reserve System, as in
effect from time to time. </FONT></P>

<P><FONT SIZE=2><I>"Eurodollar Lending Office"</I></FONT><FONT SIZE=2> means, with respect to any Lender, the office of such Lender specified as its "Eurodollar Lending Office" opposite its name
on </FONT><FONT SIZE=2><I>Schedule&nbsp;I</I></FONT><FONT SIZE=2> hereto or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic
Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent. </FONT></P>

<P><FONT SIZE=2><I>"Eurodollar Rate Advance"</I></FONT><FONT SIZE=2> means an Advance that bears interest as provided in Section&nbsp;2.06(b). </FONT></P>

<P><FONT SIZE=2><I>"Eurodollar Rate Reserve Percentage"</I></FONT><FONT SIZE=2> for any Interest Period for any Eurodollar Rate Advance means the reserve percentage applicable during such
Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so
applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirements (including, without
limitation, any emergency, supplemental or other marginal reserve requirement) for member banks in the Federal Reserve System with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities having a term equal to such Interest Period. </FONT></P>


<P><FONT SIZE=2><I>"Events of Default"</I></FONT><FONT SIZE=2> has the meaning specified in Section&nbsp;6.01. </FONT></P>

<P><FONT SIZE=2><I>"Federal Funds Rate"</I></FONT><FONT SIZE=2> means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the
next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. </FONT></P>

<P><FONT SIZE=2><I>"GAAP"</I></FONT><FONT SIZE=2> means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a
significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination. </FONT></P>

<P><FONT SIZE=2><I>"Hormel Foundation"</I></FONT><FONT SIZE=2> is a Minnesota non-profit corporation organized for religious, charitable, scientific, literary or educational purposes.
The Hormel Foundation is a public foundation. The Hormel Foundation is the beneficial owner of 44.89% of common stock of The Hormel Foods Corporation as of October&nbsp;30, 1999. </FONT></P>

<P><FONT SIZE=2><I>"Hostile Acquisition"</I></FONT><FONT SIZE=2> means the acquisition of the capital stock or other equity interests of a Person (the "Target") through a tender offer or similar
solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of the Target or by similar
action if the Target is not a corporation or as to which such approval has been withdrawn. </FONT></P>

<P><FONT SIZE=2><I>"Insufficiency"</I></FONT><FONT SIZE=2> means, with respect to any Pension Plan, the amount, if any, of its unfunded benefit liabilities, as defined in
Section&nbsp;4001(a)(18) of ERISA. </FONT></P>

<P><FONT SIZE=2><I>"Interest Period"</I></FONT><FONT SIZE=2> means, for each Eurodollar Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Eurodollar
Rate Advance, or on the date of continuation of </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

<HR NOSHADE>
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<P><FONT SIZE=2>
such Advance as a Eurodollar Rate Advance upon expiration of successive Interest Periods applicable thereto, or on the date of Conversion of a Base Rate Advance into a Eurodollar Rate Advance, and
ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months, as the Borrower may
select in the Notice of Borrowing or the Notice of Conversion/Continuation for such Advance; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT> <FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, that: </FONT></P>

<UL>
<UL>

<P><FONT SIZE=2>(i)&nbsp;&nbsp;the
Borrower may not select any Interest Period in respect of Advances which ends after the earliest Commitment Termination Date of any Lender then in effect; </FONT></P>

<P><FONT SIZE=2>(ii)&nbsp;&nbsp;Interest
Periods commencing on the same date for Advances comprising part of the same Borrowing shall be of the same duration; and </FONT></P>

<P><FONT SIZE=2>(iii)&nbsp;&nbsp;whenever
the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next
succeeding Business Day, </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, that if such extension would cause the last day of such Interest Period to occur in the next following calendar
month, the last day of such Interest Period shall occur on the next preceding Business Day. </FONT></P>

</UL>
</UL>

<P><FONT SIZE=2><I>"Lenders"</I></FONT><FONT SIZE=2> means the Lenders listed on Schedule&nbsp;I hereof and each Eligible Assignee that shall become a party hereto pursuant to
Section&nbsp;8.07. </FONT></P>

<P><FONT SIZE=2><I>"Level"</I></FONT><FONT SIZE=2> means Level 1, Level 2, Level 3, Level 4 or Level 5, as the case may be. </FONT></P>


<P><FONT SIZE=2><I>"Level 1"</I></FONT><FONT SIZE=2> means that, as of any date of determination, the Long-Term Debt carries either of the following ratings: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"A+"
from S&amp;P </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"A1"
from Moody's </FONT></P>

</UL>

<P><FONT SIZE=2><I>"Level 2"</I></FONT><FONT SIZE=2> means that, as of any date of determination, the criteria of Level 1 are not satisfied and the Long-Term Debt carries either of
the following ratings: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"A"
from S&amp;P </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"A2"
from Moody's </FONT></P>

</UL>

<P><FONT SIZE=2><I>"Level 3"</I></FONT><FONT SIZE=2> means that, as of any date of determination, the criteria of neither Level&nbsp;1 nor Level&nbsp;2 are satisfied and the
Long-Term Debt carries either of the following ratings: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"A-"
from S&amp;P </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"A3"
from Moody's </FONT></P>

</UL>

<P><FONT SIZE=2><I>"Level 4"</I></FONT><FONT SIZE=2> means that, as of any date of determination, the criteria of neither Level&nbsp;1, Level&nbsp;2 nor Level&nbsp;3 are satisfied and the
Long-Term Debt carries either of the following ratings: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"BBB+"
from S&amp;P </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Baa1"
from Moody's </FONT></P>

</UL>

<P><FONT SIZE=2><I>"Level 5"</I></FONT><FONT SIZE=2> means that, as of any date of determination, the criteria of neither Level&nbsp;1, Level&nbsp;2, Level&nbsp;3 nor Level&nbsp;4 are
satisfied. </FONT></P>

<P><FONT SIZE=2><I>"Lien"</I></FONT><FONT SIZE=2> means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention
agreement and any lease in the nature thereof). </FONT></P>

<P><FONT SIZE=2><I>"Loan Documents"</I></FONT><FONT SIZE=2> means this Agreement and the related documents. </FONT></P>

<P><FONT SIZE=2><I>"Long-Term Debt"</I></FONT><FONT SIZE=2> means senior, unsecured, long term debt securities of the Borrower. </FONT></P>

<P><FONT SIZE=2><I>"Margin Stock"</I></FONT><FONT SIZE=2> has the meaning assigned to that term in Regulation&nbsp;U promulgated by the Board of Governors of the Federal Reserve System, as in
effect from time to time. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<P><FONT SIZE=2><I>"Material Subsidiary"</I></FONT><FONT SIZE=2> means any Subsidiary of the Borrower having total assets in excess of $20,000,000. </FONT></P>

<P><FONT SIZE=2><I>"Moody's"</I></FONT><FONT SIZE=2> means Moody's Investors Service,&nbsp;Inc. </FONT></P>

<P><FONT SIZE=2><I>"Multiemployer Plan"</I></FONT><FONT SIZE=2> means a "multiemployer plan" as defined in Section&nbsp;4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate of the
Borrower is making, or is obligated to make, contributions or has Withdrawal Liability. </FONT></P>

<P><FONT SIZE=2><I>"Multiple Employer Plan"</I></FONT><FONT SIZE=2> means a single employer plan, as defined in Section&nbsp;4001(a)(15) of ERISA, which (i)&nbsp;is maintained for employees
of the Borrower or an ERISA Affiliate and at least one Person other than the Borrower and its ERISA Affiliates or (ii)&nbsp;was so maintained and in respect of which the Borrower or an ERISA
Affiliate could have liability under Section&nbsp;4063, 4064 or 4069 of ERISA in the event such plan has been or were to be terminated. </FONT></P>

<P><FONT SIZE=2><I>"Net Debt"</I></FONT><FONT SIZE=2> means amounts incurred by the Borrower and its subsidiaries and classified as Debt pursuant to clauses (i)&nbsp;and (ii)&nbsp;of the
definition thereof </FONT><FONT SIZE=2><I>minus</I></FONT><FONT SIZE=2> the sum of Cash and Cash Equivalents. </FONT></P>


<P><FONT SIZE=2><I>"Net Income"</I></FONT><FONT SIZE=2> means net income in accordance with GAAP. </FONT></P>

<P><FONT SIZE=2><I>"Net Worth"</I></FONT><FONT SIZE=2> means minority interests, preferred stock and common stock and other equity, as shown on the consolidated balance sheet of the Borrower and
its Subsidiaries; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that there shall be excluded from the calculation of Net Worth any unrealized gains or losses (net of taxes) on securities
available for sale. </FONT></P>

<P><FONT SIZE=2><I>"Notice of Borrowing"</I></FONT><FONT SIZE=2> has the meaning specified in Section&nbsp;2.02(a). </FONT></P>


<P><FONT SIZE=2><I>"Notice of Conversion/Continuation"</I></FONT><FONT SIZE=2> means a notice substantially in the form of </FONT><FONT SIZE=2><I>Exhibit&nbsp;C</I></FONT><FONT SIZE=2> hereto,
delivered to the Administrative Agent by the Borrower pursuant to Section&nbsp;2.08. </FONT></P>

<P><FONT SIZE=2><I>"Payment Office"</I></FONT><FONT SIZE=2> means the principal office of CUSA, located on the date hereof at 2&nbsp;Penns Way, Suite&nbsp;200, New Castle, Delaware 19720 (or
such other place as the Administrative Agent may designate by notice to the Borrower and the Lenders from time to time). </FONT></P>

<P><FONT SIZE=2><I>"PBGC"</I></FONT><FONT SIZE=2> means the U.S. Pension Benefit Guaranty Corporation. </FONT></P>


<P><FONT SIZE=2><I>"Pension Plan"</I></FONT><FONT SIZE=2> means a Single Employer Plan or a Multiple Employer Plan or both. </FONT></P>

<P><FONT SIZE=2><I>"Person"</I></FONT><FONT SIZE=2> means an individual, partnership, limited liability company, corporation, business trust, joint stock company, trust, unincorporated
association, joint venture or other entity, or a government or any political subdivision or agency thereof. </FONT></P>

<P><FONT SIZE=2><I>"Potential Event of Default"</I></FONT><FONT SIZE=2> means a condition or event which, after notice or lapse of time or both, would constitute an Event of Default if that
condition or event were not cured or removed within any applicable grace or cure period. </FONT></P>


<P><FONT SIZE=2><I>"Rating Date"</I></FONT><FONT SIZE=2> means the date on which a rating on the Long-Term Debt is established by S&amp;P or Moody's. </FONT></P>

<P><FONT SIZE=2><I>"Register"</I></FONT><FONT SIZE=2> has the meaning specified in Section&nbsp;8.07(c). </FONT></P>

<P><FONT SIZE=2><I>"Requisite Lenders"</I></FONT><FONT SIZE=2> means at any time Lenders holding greater than 51% of the then aggregate unpaid principal amount of the Advances held by Lenders,
or, if no such principal amount is then outstanding, Lenders having greater than 51% of the Commitments (</FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that, for purposes hereof, neither the
Borrower, nor any of its Affiliates, if a Lender, shall be included in (i)&nbsp;the Lenders holding such amount of the Advances or having such amount of the Commitments or (ii)&nbsp;determining
the aggregate unpaid principal amount of the Advances or the total Commitments). </FONT></P>

<P><FONT SIZE=2><I>"S&amp;P"</I></FONT><FONT SIZE=2> means Standard&nbsp;&amp; Poor's Ratings Group, a division of The McGraw-Hill Companies. </FONT></P>

<P><FONT SIZE=2><I>"SEC"</I></FONT><FONT SIZE=2> means the Securities and Exchange Commission and any successor agency. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

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<P><FONT SIZE=2><I>"Single Employer Plan"</I></FONT><FONT SIZE=2> means a single employer plan, as defined in Section&nbsp;4001(a)(15) of ERISA, which (i)&nbsp;is maintained for employees of
the Borrower or any ERISA Affiliate and no Person other than the Borrower and its ERISA Affiliates or (ii)&nbsp;was so maintained and in respect of which the Borrower or an ERISA Affiliate could
have liability under Section&nbsp;4062 or 4069 of ERISA in the event such plan has been or were to be terminated. </FONT></P>

<P><FONT SIZE=2><I>"SPV"</I></FONT><FONT SIZE=2> has the meaning specified in Section&nbsp;8.07(g). </FONT></P>


<P><FONT SIZE=2><I>"SSBI"</I></FONT><FONT SIZE=2> means Solomon Smith Barney,&nbsp;Inc. </FONT></P>

<P><FONT SIZE=2><I>"Subsidiary"</I></FONT><FONT SIZE=2> of any Person means, as of any time of determination, any corporation, association, partnership, limited liability company or other
business entity of which more than 50% of the total voting power of shares of stock or other securities entitled to vote in the election of directors, managers or trustees thereof is at such time
owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof. </FONT></P>

<P><FONT SIZE=2><I>"Syndication Agent"</I></FONT><FONT SIZE=2> means SunTrust Bank, in its capacity as syndication agent for the Lenders, or any Person serving as its successor. </FONT></P>


<P><FONT SIZE=2><I>"Termination Date"</I></FONT><FONT SIZE=2> means, with respect to any Lender, the earlier of (i)&nbsp;the Commitment Termination Date of such Lender and (ii)&nbsp;the date
of termination in whole of the Commitments of all Lenders pursuant to Section&nbsp;2.04 or 6.01. </FONT></P>

<P><FONT SIZE=2><I>"Total Utilization of Commitments"</I></FONT><FONT SIZE=2> means at any date of determination the aggregate principal amount of all Advances outstanding at such date. </FONT></P>

<P><FONT SIZE=2><I>"Type"</I></FONT><FONT SIZE=2> means, with reference to an Advance, a Base Rate Advance or a Eurodollar Rate Advance. </FONT></P>

<P><FONT SIZE=2><I>"Withdrawal Liability"</I></FONT><FONT SIZE=2> has the meaning given such term under Part&nbsp;I of Subtitle&nbsp;E of Title&nbsp;IV of ERISA. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.02</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Computation of Time Periods.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;In this Agreement in the computation of periods of
time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding". </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.03</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Accounting Terms.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;All accounting terms not specifically defined herein shall be
construed in accordance with GAAP. All computations determining compliance with financial covenants or terms, including definitions used therein, shall be prepared in accordance with generally
accepted accounting principles in effect at the time of the preparation of, and in conformity with those used to prepare, the historical financial statements delivered to the Lenders pursuant to
Section&nbsp;4.01(e). If at any time the computations for determining compliance with financial covenants or provisions relating thereto utilize generally accepted accounting principles different
than those then being utilized in the financial statements being delivered to the Lenders, such financial statements shall be accompanied by a reconciliation statement. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>ARTICLE
II<BR>
AMOUNTS AND TERMS OF THE ADVANCES </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.01</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;The Advances.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Each
Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the
period from the Effective Date until the Termination Date of such Lender in an aggregate amount not to exceed at any time outstanding the amount set opposite such Lender's name on </FONT> <FONT SIZE=2><I>Schedule&nbsp;II</I></FONT><FONT SIZE=2>
hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the
Administrative Agent pursuant to Section&nbsp;8.07(c), as such amount may be reduced pursuant to Section&nbsp;2.04 (such Lender's "</FONT><FONT SIZE=2><I>Commitment</I></FONT><FONT SIZE=2>"); </FONT> <FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>
that (i)&nbsp;in no event shall the aggregate principal </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

<HR NOSHADE>

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<P><FONT SIZE=2>
amount of Advances from any Lender outstanding at any time exceed its Commitment then in effect and (ii)&nbsp;the Total Utilization of Commitments shall not exceed the aggregate Commitments then in
effect. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Each
Borrowing shall be in an aggregate amount not less than $5,000,000 or a multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type
made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender's Commitment, the Borrower may from time to time borrow, prepay pursuant to
Section&nbsp;2.05(b) and reborrow under this Section&nbsp;2.01. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.02</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Making the Advances.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Each
Borrowing shall be made on notice, given not later than (x)&nbsp;11:00&nbsp;A.M. (New York City time) on the date of a proposed Borrowing consisting of
Base Rate Advances and (y)&nbsp;11:00&nbsp;A.M. (New York City time) on the third Business Day prior to the date of a proposed Borrowing consisting of Eurodollar Rate Advances, by the Borrower to
the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing (a "</FONT><FONT SIZE=2><I>Notice of Borrowing</I></FONT><FONT SIZE=2>")
shall be sent by telecopier, confirmed immediately in writing, in substantially the form of </FONT><FONT SIZE=2><I>Exhibit&nbsp;D</I></FONT><FONT SIZE=2> hereto, specifying therein the requested
(i)&nbsp;date of such Borrowing, (ii)&nbsp;Type of Advances comprising such Borrowing, (iii)&nbsp;aggregate amount of such Borrowing, and (iv)&nbsp;in the case of a Borrowing comprised of
Eurodollar Rate Advances, the initial Interest Period for each such Advance. The Borrower may, subject to the conditions herein provided, borrow more than one Borrowing on any Business Day. Each
Lender shall, before 2:00&nbsp;P.M. (New York City time) in the case of a Borrowing consisting of Base Rate Advances and before 11:00&nbsp;A.M. (New York City time) in the case of a Borrowing
consisting of Eurodollar Rate Advances, in each case on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred
to in Section&nbsp;8.02, in same day funds, such Lender's ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions
set forth in Article&nbsp;III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Anything
in subsection (a)&nbsp;above to the contrary notwithstanding, </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;the
Borrower may not select Eurodollar Rate Advances for any Borrowing or with respect to the Conversion or continuance of any Borrowing if the aggregate amount of
such Committed Borrowing or such Conversion or continuance is less than $10,000,000; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;there
shall be no more than five Interest Periods relating to Committed Borrowings consisting of Eurodollar Rate Advances outstanding at any time; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;if
any Lender shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the introduction of or any change
in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Eurodollar Lending
Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, the Commitment of such Lender to make Eurodollar Rate Advances
or to Convert all or any portion of Base Rate Advances shall forthwith be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances
causing such suspension no longer exist and such Lender's then outstanding Eurodollar Rate Advances, if any, shall be converted to Base Rate Advances as of the end of any applicable Interest Period or
at such earlier time as may be legally required; to the extent that such affected Eurodollar Rate Advances become Base Rate Advances, all payments of principal that would have been otherwise applied
to such Eurodollar Rate Advances shall be applied instead to such Lender's Base Rate Advances; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that if Requisite Lenders are subject to the
same </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>9</FONT></P>

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<UL>

<P><FONT SIZE=2>
illegality or assertion of illegality, then the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or any subsequent Borrowing or to Convert all or any portion of Base Rate
Advances shall forthwith be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Advance comprising such
Borrowing shall be a Base Rate Advance; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;if
the Requisite Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Adjusted Eurodollar
Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Requisite Lenders of making, funding or maintaining their respective Eurodollar Rate Advances
for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made as a Base Rate Advance. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Each
Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing which the related Notice of Borrowing specifies is to be
comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender by reason of the liquidation or reemployment of deposits or
other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing or by reason of the termination of hedging or other similar arrangements, in each case when
such Advance is not made on such date (other than by reason of (i)&nbsp;a breach of a Lender's obligations hereunder or (ii)&nbsp;a suspension of Eurodollar Rate Advances under clauses (iii),
(iv)&nbsp;or (v)&nbsp;of paragraph&nbsp;(b) of this Section&nbsp;2.02),
including without limitation, as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in
Article&nbsp;III. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Unless
the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of
such Borrowing in accordance with subsection (a)&nbsp;of this Section&nbsp;2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to
the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent, at (i)&nbsp;in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii)&nbsp;in the case of
such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such
Borrowing for purposes of this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The
failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to
make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.03</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Fees.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;</FONT><FONT
SIZE=2><I>Facility Fees</I></FONT><FONT SIZE=2>. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee
on such Lender's daily average Commitment, whether used or unused, from the Effective Date in the case of each Lender and from the effective date specified in the Assignment and Acceptance pursuant to
which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable quarterly in arrears on the last day of each March, June, September and December during the
term of such Lender's Commitment, commencing December&nbsp;31, </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>10</FONT></P>

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<P><FONT SIZE=2>
2000, and on the Termination Date of such Lender, in an amount equal to the product of (i)&nbsp;such Lender's daily average Commitment, whether used or unused, in effect during the period for which
such payment that is to be made </FONT><FONT SIZE=2><I>times</I></FONT><FONT SIZE=2> (ii)&nbsp;the weighted average rate per annum that is derived from the rates determined pursuant to the table
set forth below based upon ratings on the Long-Term Debt: </FONT></P>

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<DIV ALIGN="CENTER"><TABLE WIDTH="17%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="BOTTOM">
<TH WIDTH="31%" ALIGN="LEFT"><FONT SIZE=1><B>Level<BR> </B></FONT><HR NOSHADE></TH>
<TH WIDTH="10%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="59%" ALIGN="CENTER"><FONT SIZE=1><B>Facility Fee Rate</B></FONT><HR NOSHADE></TH>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="TOP">
<TD WIDTH="31%" ALIGN="RIGHT"><FONT SIZE=2>1</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="59%" ALIGN="RIGHT"><FONT SIZE=2>0.07%</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="TOP">
<TD WIDTH="31%" ALIGN="RIGHT"><FONT SIZE=2>2</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="59%" ALIGN="RIGHT"><FONT SIZE=2>0.085%</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="TOP">
<TD WIDTH="31%" ALIGN="RIGHT"><FONT SIZE=2>3</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="59%" ALIGN="RIGHT"><FONT SIZE=2>0.10%</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="TOP">
<TD WIDTH="31%" ALIGN="RIGHT"><FONT SIZE=2>4</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="59%" ALIGN="RIGHT"><FONT SIZE=2>0.15%</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="TOP">
<TD WIDTH="31%" ALIGN="RIGHT"><FONT SIZE=2>5</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="59%" ALIGN="RIGHT"><FONT SIZE=2>0.20%</FONT></TD>
</TR>
</TABLE></DIV>
<!-- end of user-specified TAGGED TABLE -->
<P><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that, (i)&nbsp;until the earlier of (a)&nbsp;the Rating Date or (b)&nbsp;July&nbsp;1, 2001, the applicable Level shall be deemed to be
Level 3 and (ii), on and after July&nbsp;1, 2001, unless and until the Rating Date has occurred (or if, for any reason, a rating, once established, is unavailable), the applicable Level shall be
deemed to be Level 5; </FONT><FONT SIZE=2><I>provided further</I></FONT><FONT SIZE=2> that, on and after July&nbsp;1, 2001, if the Rating Date has not occurred, but a rating has been established by
Moody's or S&amp;P for the short-term, unsecured Debt of the Borrower, the applicable Level shall be deemed to be Level 3. If any change in the rating established by S&amp;P or Moody's with
respect to Long-Term Debt shall result in a change in the Level, the change in the facility fee shall be effective as of the date on which such rating change is publicly announced. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;</FONT><FONT
SIZE=2><I>Agents' Fees</I></FONT><FONT SIZE=2>. The Borrower agrees to pay to the Administrative Agent and the Arranger the fees payable to each such
Agent pursuant to the fee letter dated as of June&nbsp;29, 2000 among the Borrower, CUSA and SSBI, in the amounts and at the times specified in such letter. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.04</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Optional Termination and Reduction of the Commitments.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;The Borrower shall have the
right, upon at least three (3)&nbsp;Business Days' notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the
Lenders; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that (i)&nbsp;each partial reduction shall be in the aggregate amount of $10,000,000 or a multiple of $1,000,000 in excess thereof,
and (ii)&nbsp;the aggregate of the Commitments of the Lenders shall not be reduced to an amount which is less than the Total Utilization of Commitments. Once so reduced or terminated pursuant to
this Section&nbsp;2.04, Commitments of the Lenders shall not be reinstated. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.05</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Repayment and Prepayment of Advances.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;</FONT><FONT
SIZE=2><I>Mandatory Repayment on Certain Date</I></FONT><FONT SIZE=2>. The Borrower shall repay the outstanding principal amount of each Advance made
by each Lender on the Termination Date of such Lender. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;</FONT><FONT
SIZE=2><I>Voluntary Prepayments of Borrowings</I></FONT><FONT SIZE=2>. </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;The
Borrower shall have no right to prepay any principal amount of any Advances other than as provided in this subsection (b). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;The
Borrower may, upon notice to the Administrative Agent no later than 11:00&nbsp;A.M. (New York time) (A)&nbsp;on the date the Borrower proposes to prepay,
in the case of Base Rate Advances and (B)&nbsp;at least five (5)&nbsp;Business Days' notice to the Administrative Agent in the case of Eurodollar Rate Advances, stating the proposed date and
aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Advances comprising part of the same Borrowing in whole or
ratably in part; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT><FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, that (x)&nbsp;each partial prepayment shall be in an aggregate
principal amount not less than $2,000,000 and multiples of $1,000,000 in excess thereof, and (y)&nbsp;in the case of any such prepayment of any Eurodollar Rate Advance, the Borrower shall pay all
accrued interest to the date of such prepayment on the portion of such Eurodollar Rate Advance being prepaid and shall be obligated to reimburse the Lenders in respect thereof pursuant to
Section&nbsp;8.04(b). </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>11</FONT></P>

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<UL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.06</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Interest on Advances.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;The Borrower shall pay to each Lender interest accrued on the
principal amount of each Advance outstanding from time to time from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;</FONT><FONT
SIZE=2><I>Base Rate Advances</I></FONT><FONT SIZE=2>. If such Advance is a Base Rate Advance, a rate per annum equal at all times to (i)&nbsp;the
Base Rate in effect from time to time </FONT><FONT SIZE=2><I>plus</I></FONT><FONT SIZE=2> (ii)&nbsp;the Applicable Margin, if any, payable quarterly in arrears on the last day of each March, June,
September and December during the term of this
Agreement, commencing December&nbsp;31, 2000, and on the Termination Date of the applicable Lender; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that any amount of principal, interest,
fees and other amounts payable under this Agreement (including, without limitation, the principal amount of Base Rate Advances, but excluding the principal amount of Eurodollar Rate Advances) which is
not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest from the date on which such amount is due until such amount is paid in full, payable on demand, at a
rate per annum equal at all times to 2% per annum above the Base Rate in effect from time to time. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;</FONT><FONT
SIZE=2><I>Eurodollar Rate Advances</I></FONT><FONT SIZE=2>. If such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during
the Interest Period for such Advance to the sum of (i)&nbsp;the Adjusted Eurodollar Rate for such Interest Period </FONT><FONT SIZE=2><I>plus</I></FONT><FONT SIZE=2> (ii)&nbsp;the Applicable
Margin, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on the day which occurs during such Interest Period three
months from the first day of such Interest Period; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that any principal amount of any Eurodollar Rate Advance which is not paid when due (whether
at stated maturity, by acceleration or otherwise) shall bear interest from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all
times to (A)&nbsp;during the Interest Period applicable to such Eurodollar Rate Advance, the greater of (x)&nbsp;2% per annum above the Base Rate in effect from time to time and (y)&nbsp;2% per
annum above the rate per annum required to be paid on such amount immediately prior to the date on which such amount became due and (B)&nbsp;after the expiration of such Interest Period, 2% per
annum above the Base Rate in effect from time to time. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.07</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Interest Rate Determination.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;The Administrative Agent shall give prompt notice to
the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section&nbsp;2.06(a) or 2.06(b). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.08</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Voluntary Conversion or Continuation of Advances.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The
Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 12:00 noon (New York City time) on the third Business Day prior
to the date of the Notice of Conversion/Continuation, and subject to the provisions of Section&nbsp;2.02(b), (1)&nbsp;Convert all Advances of one Type comprising the same Borrowing into Advances
of another Type and (2)&nbsp;upon the expiration of any Interest Period applicable to Advances which are Eurodollar Rate Advances, continue all (or, subject to Section&nbsp;2.02(b), any portion
of) such Advances as Eurodollar Rate Advances and the succeeding Interest Period(s) of such continued Advances shall commence on the last day of the Interest Period of the Advances to be continued; </FONT> <FONT SIZE=2><I>provided</I></FONT><FONT
SIZE=2>, </FONT><FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, that any Conversion of any Eurodollar Rate Advances into Base Rate Advances shall be
made on, and only on, the last day of an Interest Period for such Eurodollar Rate Advances. Each such Notice of Conversion/Continuation shall,
within the restrictions specified above, specify (i)&nbsp;the date of such continuation or Conversion, (ii)&nbsp;the Advances (or, subject to Section&nbsp;2.02(b), any portion thereof) to be
continued or Converted, (iii)&nbsp;if such continuation is of, or such Conversion is into, Eurodollar Rate Advances, the duration of the Interest Period for each such Advance, and (iv)&nbsp;in the
case of a continuation of or a Conversion into a Eurodollar Rate Advance, that no Potential Event of Default or Event of Default has occurred and is continuing. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;If
upon the expiration of the then existing Interest Period applicable to any Advance which is a Eurodollar Rate Advance, the Borrower shall not have delivered a
Notice of Conversion/ </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>12</FONT></P>

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<P><FONT SIZE=2>
Continuation in accordance with this Section&nbsp;2.08, then such Advance shall upon such expiration automatically be Converted to a Base Rate Advance. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;After
the occurrence of and during the continuance of a Potential Event of Default or an Event of Default, the Borrower may not elect to have an Advance be made or
continued as, or Converted into, a Eurodollar Rate Advance after the expiration of any Interest Period then in effect for that Advance. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.09</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Increased Costs.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;If,
due to either (i)&nbsp;the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of
Eurodollar Rate Advances included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii)&nbsp;the compliance with any guideline or request from any
central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining
Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the
account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that Borrower shall have no obligation
to pay an additional amount in respect of any increased cost attributable to the period before 90&nbsp;days prior to the date of such demand. A certificate as to the amount and manner of calculation
of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;If
any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or
not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such
capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to
the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient
to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such
Lender's commitment to lend hereunder; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that Borrower shall have no obligation to pay an additional amount in respect of any additional amount
attributable to the period before 90&nbsp;days prior to the date of such demand. A certificate as to such amounts and the manner of calculation thereof submitted to the Borrower and the
Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;If
a Lender shall change its Applicable Lending Office, such Lender shall not be entitled to receive any greater payment under Section&nbsp;2.09 or 2.11 than the
amount such Lender would have been entitled to receive if it had not changed its Applicable Lending Office, unless such change was made at the request of the Borrower or at a time when the
circumstances giving rise to such greater payment did not exist. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.10</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Payments and Computations.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The
Borrower shall make each payment hereunder not later than 1:00&nbsp;P.M. (New York City time) on the day when due in Dollars to the Administrative Agent at
its address referred to in Section&nbsp;8.02 in same day funds. Subject to the immediately succeeding sentence, the Administrative Agent will promptly thereafter cause to be distributed like funds
relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section&nbsp;2.09 or 2.11 or, to the extent the Termination Date is not the same for
all Lenders, pursuant to Section&nbsp;2.05(a)) to the </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>13</FONT></P>

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<P><FONT SIZE=2>
Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its
Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a
deemed acceleration of amounts due hereunder, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in
accordance with each Lender's outstanding Advances (other than amounts payable pursuant to Section&nbsp;2.09 or 2.11) to the
Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant
to Section&nbsp;8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned
thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly
between themselves. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;All
computations of interest based on the Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366&nbsp;days, as the case may be,
and all computations of interest based on the Adjusted Eurodollar Rate or the Federal Funds Rate and of facility fees shall be made by the Administrative Agent on the basis of a year of
360&nbsp;days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or such fees are payable. Each
determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Whenever
any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT> <FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, if
such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month,
such payment shall be made on the next preceding Business Day. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the
Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent
may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have
so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon,
for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.11</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Taxes.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Any
and all payments by the Borrower hereunder shall be made, in accordance with Section&nbsp;2.10, free and clear of and without deduction for any and all
present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, </FONT><FONT SIZE=2><I>excluding</I></FONT><FONT SIZE=2> (i)&nbsp;in the
case of each Lender and each Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender or such Agent (as the case may be) is
organized or any political subdivision thereof or in which its principal office is located, (ii)&nbsp;in the case of each Lender taxes imposed on its net income, and franchise taxes imposed on it,
by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof and (iii)&nbsp;in the case of each Lender and each Agent, taxes imposed by the United States by
means of withholding at the source if and to the extent that such taxes shall be in effect and shall be applicable on the date hereof </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>14</FONT></P>

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<P><FONT SIZE=2>
in the case of each Bank and on the effective date of the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, on payments to be made to the Agents or such
Lender's Applicable Lending Office (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as </FONT> <FONT SIZE=2><I>"Taxes"</I></FONT><FONT SIZE=2>). If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or either Agent,
(i)&nbsp;the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this
Section&nbsp;2.11) such Lender or such Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii)&nbsp;the Borrower shall make
such deductions and (iii)&nbsp;the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;In
addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which
arise from the execution, delivery or registration of, or otherwise with respect to, this Agreement (hereinafter referred to as </FONT><FONT SIZE=2><I>"Other Taxes"</I></FONT><FONT SIZE=2>). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The
Borrower will indemnify each Lender and each Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed
by any jurisdiction on amounts payable under this Section&nbsp;2.11) paid by such Lender or such Agent (as the case may be) and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30&nbsp;days from the date such Lender or
such Agent (as the case may be) makes written demand therefor. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Within
30&nbsp;days after the date of any payment of Taxes, the Borrower will furnish to the Administrative Agent, at its address referred to in
Section&nbsp;8.02, the original or a certified copy of a receipt evidencing payment thereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Each
Lender organized under the laws of a jurisdiction outside the United States, on the date of the Assignment and Acceptance pursuant to which it becomes a
Lender, and from time to time thereafter if requested in writing by the Borrower (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower with Internal Revenue
Service form&nbsp;W-8BEN or W-8EC1, as appropriate, or any successor form prescribed by the Internal Revenue Service, to establish that such Lender is not subject to United
States withholding tax with respect to any payments to such Lender of interest payable under this Agreement. If the form provided by a Lender at the time such Lender first becomes a party to this
Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from "Taxes" as defined in Section&nbsp;2.11(a). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;For
any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described in Section&nbsp;2.11(e) (other than if such
failure is due to a change in law occurring subsequent to the date on which a form originally was required to be provided, or if such form otherwise is not required under the first sentence of
subsection (e)&nbsp;above), such Lender shall not be entitled to indemnification under Section&nbsp;2.11(a) with respect to Taxes imposed by the United States; </FONT> <FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT><FONT
SIZE=2><I>however</I></FONT><FONT SIZE=2>, that should a Lender become subject to Taxes because of its failure to deliver a form
required hereunder, the Borrower shall, at the expense of such Lender, take such steps as the Lender shall reasonably request to assist the Lender to recover such Taxes. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;Without
prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this
Section&nbsp;2.11 shall survive the payment in full of principal and interest hereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.12</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Sharing of Payments, Etc.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;If any Lender shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>15</FONT></P>

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<P><FONT SIZE=2>
Advances made by it (other than pursuant to Section&nbsp;2.09 or 2.11 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section&nbsp;2.05(a)) in excess of its
ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them as shall
be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT> <FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be
rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the
proportion of (i)&nbsp;the amount of such Lender's required repayment to (ii)&nbsp;the total amount so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section&nbsp;2.12
may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the
direct creditor of the Borrower in the amount of such participation. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.13</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Evidence of Debt.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from
each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The
Register maintained by the Administrative Agent pursuant to Section&nbsp;8.07(c) shall include a control account, and a subsidiary account for each Lender, in
which accounts (taken together) shall be recorded (i)&nbsp;the date, amount and tenor, as applicable, of each Borrowing, the Type of Advances comprising such Borrowing and the Interest Period
applicable thereto, (ii)&nbsp;the terms of each Assignment and Acceptance delivered to and accepted by it, (iii)&nbsp;the amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder, and (iv)&nbsp;the amount of any sum received by the Administrative Agent from the Borrower hereunder and each Lender's share thereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The
entries made in the Register shall be conclusive and binding for all purposes, absent manifest error. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If,
in the opinion of any Lender, a promissory note or other evidence of debt is required, appropriate or desirable to reflect or enforce the indebtedness of the
Borrower resulting from the Advances made, or to be made, by such Lender to the Borrower, then, upon request of such Lender, the Borrower shall promptly execute and deliver to such Lender a promissory
note substantially in the form of </FONT><FONT SIZE=2><I>Exhibit&nbsp;E</I></FONT><FONT SIZE=2>, payable to the order of such Lender in an amount up to the maximum amount of Advances payable or to
be payable by the Borrower to the Lender from time to time hereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.14</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Use of Proceeds.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Advances
shall be used by the Borrower for commercial paper backup and for general corporate purposes; provided that proceeds of Advances and proceeds of commercial
paper as to which this Agreement provides backup shall not be used for any Hostile Acquisition. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;No
portion of the proceeds of any Advances under this Agreement shall be used by the Borrower or any of its Subsidiaries in any manner which might cause the
Advances or the application of such proceeds to violate, or require any Lender to make any filing or take any other action under, Regulation&nbsp;U, Regulation&nbsp;T, or Regulation&nbsp;X of
the Board of Governors of the Federal Reserve System or any other regulation of such Board or to violate the Securities Exchange Act of 1934, in each case as in effect on the date or dates of such
Advances and such use of proceeds. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>16</FONT></P>

<HR NOSHADE>
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<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.15</FONT><FONT SIZE=2><B>&nbsp;&nbsp;Extension of the Commitment Termination Date.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;The Borrower may, upon not less than
30&nbsp;days (but not more than 45&nbsp;days) notice prior to the then current Commitment Termination Date to the Administrative Agent (which shall notify each Lender of receipt of such request),
propose to extend the Commitment Termination Date for an additional 364&nbsp;days measured from the Commitment Termination Date then in effect. Each Lender shall endeavor to respond to such request,
whether affirmatively or negatively (such determination to be in the sole discretion of such Lender), by notice to the Borrower and the Administrative Agent no earlier than 30&nbsp;days prior to the
then current Commitment Termination Date (but in any event no later than 20&nbsp;days prior to the then current Commitment Termination Date). Subject to the execution by the Borrower, the
Administrative Agent and such Lenders of a duly completed Extension Agreement in substantially the form of </FONT><FONT SIZE=2><I>Exhibit&nbsp;F</I></FONT><FONT SIZE=2> hereto, the Commitment
Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Administrative Agent shall be extended for the period specified above; </FONT> <FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that no
Commitment Termination Date of any Lender shall be extended unless by the date 10&nbsp;days prior to the Termination Date then in
effect Lenders having more than 51% in aggregate amount of the Commitments in effect at the time any such extension is requested shall have elected so to extend their Commitments. Any Lender which
does not give such notice to the Borrower and the Administrative Agent by the date 10&nbsp;days prior to the Commitment Termination Date then in effect shall be deemed to have elected not to extend
as requested, and the Commitment of each non-extending Lender shall terminate on its Termination Date determined without giving effect to such requested extension. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.16</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Substitution of Lenders.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;If any Lender requests compensation from the Borrower
under Section&nbsp;2.09(a) or (b)&nbsp;or Section&nbsp;2.11 or if any Lender declines to extend its Commitment Termination Date pursuant to Section&nbsp;2.15, the Borrower shall have the
right, with the assistance of the Agents, to seek one or more Eligible Assignees (which may be one or more of the Lenders) reasonably satisfactory to the Administrative Agent and the Borrower to
purchase the Advances and assume the
Commitments of such Lender, and the Borrower, the Administrative Agent, such Lender, and such Eligible Assignees shall execute and deliver an appropriately completed Assignment and Acceptance pursuant
to Section&nbsp;8.07(a) hereof to effect the assignment of rights to and the assumption of obligations by such Eligible Assignees; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that
(i)&nbsp;such requesting Lender shall be entitled to compensation under Section&nbsp;2.09 and 2.11 for any costs incurred by it prior to its replacement, (ii)&nbsp;no Event of Default, or
Potential Event of Default, has occurred and is continuing, (iii)&nbsp;the Borrower has satisfied all of its obligations under the Loan Documents relating to such Lender, including without
limitation obligations, if any, under Section&nbsp;8.04(b), (iv)&nbsp;in the case of the Commitments of any Lenders that have declined to extend their Commitment Termination Date pursuant to
Section&nbsp;2.15, the Lenders that have extended their Commitment Termination Date pursuant to Section&nbsp;2.15 shall on a ratable basis have the right (but no obligation), for a period of seven
days following receipt of notice from the Administrative Agent at the request of the Borrower that the Commitments of non-extending Lenders may be assumed, to assume the Commitments of
such declining Lenders before any other Eligible Assignees assume such Commitments, and (v)&nbsp;the Borrower shall have paid the Administrative Agent a $3,500 administrative fee if such replacement
Lender is not an existing Lender. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>ARTICLE
III<BR>
CONDITIONS OF EFFECTIVENESS AND LENDING </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3.01</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Conditions Precedent to Effectiveness.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;</FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The
effectiveness of the Agreement is subject to the prior or concurrent satisfaction of the following conditions and the Administrative Agent shall receive for the
account of each Lender party to </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>17</FONT></P>

<HR NOSHADE>
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<P><FONT SIZE=2>
the Agreement the following, each, unless otherwise noted, dated the Effective Date, and in form and substance satisfactory to the Administrative Agent and the Arranger: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Copies
of resolutions of the Board of Directors of the Borrower (or its Executive Committee, together with evidence of the authority of the Executive Committee)
approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, certified as of a recent date prior to
the Effective Date. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;A
certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to
sign this Agreement and the other documents to be delivered by the Borrower hereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;Certified
copies of the Borrower's Certificate of Incorporation, together with good standing certificates from the state of Delaware and the State of Minnesota,
each to be dated a recent date prior to the Effective Date; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;Copies
of the Borrower's Bylaws, certified as of the Effective Date by their respective Secretary or an Assistant Secretary; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;Executed
originals of this Agreement and the other documents to be delivered by the Borrower hereunder; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;A
favorable opinion of Mahlon C. Schneider, General Counsel to the Borrower, substantially in the form of </FONT> <FONT SIZE=2><I>Exhibit&nbsp;G</I></FONT><FONT SIZE=2> hereto; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;(vii)&nbsp;A
favorable opinion of O'Melveny&nbsp;&amp; Myers LLP, counsel for the Agents, substantially in the form of </FONT> <FONT SIZE=2><I>Exhibit&nbsp;H</I></FONT><FONT SIZE=2> hereto; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;(viii)&nbsp;A
certificate of an authorized officer of the Borrower to the effect that since October&nbsp;30, 1999, there has been no material adverse change in the
operations, business or financial or other condition or properties of the Borrower and its Subsidiaries, taken as a whole; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ix)&nbsp;Payment
of up front fees to the Lenders, as agreed by and among the Arranger, Lenders and the Borrower. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The
Administrative Agent shall have received such other approvals, opinions or documents as the Requisite Lenders through the Administrative Agent may reasonably
request (which request shall be made in sufficient time to allow the Borrower to comply therewith). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3.02</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Conditions Precedent to Each Borrowing.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;The obligation of each Lender to make an
Advance on the occasion of a Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (x)&nbsp;the Administrative Agent shall have received a Notice of
Borrowing with respect thereto in accordance with Section&nbsp;2.02 and (y)&nbsp;on the date of such Borrowing (a)&nbsp;the following statements shall be true (and each of the giving of the
applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing
such statements are true): </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;The
representations and warranties of the Borrower contained in Section&nbsp;4.01 (other than in Section&nbsp;4.01(e)(ii)) are correct on and as of the date of
such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such
representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>18</FONT></P>

<HR NOSHADE>

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<UL>

<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of
Default or a Potential Event of Default. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>ARTICLE
IV<BR>
REPRESENTATIONS AND WARRANTIES </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4.01</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Representations and Warranties of the Borrower.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;The Borrower represents and
warrants as follows: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;</FONT><FONT
SIZE=2><I>Due Organization, etc.</I></FONT><FONT SIZE=2> The Borrower is a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation. Each Material Subsidiary is listed in </FONT><FONT SIZE=2><I>Schedule&nbsp;4.01(a)</I></FONT><FONT SIZE=2> and is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation in which failure to be so duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation would have a material adverse effect on the Borrower and its Subsidiaries, taken as a whole. The Borrower and each of its Material
Subsidiaries are qualified to do business in and are in good standing under the laws of each jurisdiction in which failure to be so qualified would have a material adverse effect on the Borrower and
its Subsidiaries, taken as a whole. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;</FONT><FONT
SIZE=2><I>Due Authorization, etc.</I></FONT><FONT SIZE=2> The execution, delivery and performance by the Borrower of this Agreement and the other Loan
Documents are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i)&nbsp;the Borrower's Certificate of Incorporation or
(ii)&nbsp;applicable law or any material contractual restriction binding on or affecting the Borrower or any of its Material Subsidiaries. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;</FONT><FONT
SIZE=2><I>Governmental Consent.</I></FONT><FONT SIZE=2> No authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, other than those that have been
obtained, all of which are listed on Schedule&nbsp;4.01(c). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;</FONT><FONT
SIZE=2><I>Validity.</I></FONT><FONT SIZE=2> This Agreement is the legal, valid and binding obligation of the Borrower enforceable against the Borrower
in accordance with its terms subject to the effect of applicable bankruptcy, insolvency, arrangement, moratorium and other similar laws affecting creditors' rights generally and to the application of
general principles of equity. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;</FONT><FONT
SIZE=2><I>Condition of the Borrower.</I></FONT><FONT SIZE=2> (i)&nbsp;The consolidated balance sheet of the Borrower and its Subsidiaries as at
October&nbsp;30, 1999, and the related consolidated statements of income and retained earnings of the Borrower and its Subsidiaries for the fiscal year then ended, copies of which have been
previously furnished to each Bank, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its
Subsidiaries for the periods ended on such dates, all in accordance with GAAP consistently applied, and (ii)&nbsp;since October&nbsp;30, 1999, there has been no material adverse change in the
business, condition (financial or otherwise), results of operations or prospects of the Borrower and its Subsidiaries, taken as a whole. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Litigation.</I></FONT><FONT SIZE=2> (i)&nbsp;There is no pending action or proceeding against the Borrower or any of its Subsidiaries
before any court, governmental agency or arbitrator, and (ii)&nbsp;to the knowledge of the Borrower, there is no pending or threatened action or proceeding affecting the Borrower or any of its
Subsidiaries before any court, governmental agency or arbitrator, which in either case, in the reasonable judgement of the Borrower could reasonably be expected to materially adversely affect the
financial condition or operations of the Borrower and its Subsidiaries, taken as a whole, or with respect to actions of third parties which purports to affect the legality, validity or enforceability
of this Agreement or the other Loan Documents. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>19</FONT></P>

<HR NOSHADE>

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<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;</FONT><FONT SIZE=2><I>Margin Regulations.</I></FONT><FONT SIZE=2> The Borrower is not engaged in the business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulation&nbsp;U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any
margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock in any manner that violates, or would cause a violation of Regulation&nbsp;T,
Regulation&nbsp;U or Regulation&nbsp;X. Less than 10&nbsp;percent of the fair market value of the assets of (i)&nbsp;the Borrower or (ii)&nbsp;the Borrower and its Subsidiaries consists of
Margin Stock. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;</FONT><FONT
SIZE=2><I>Payment of Taxes.</I></FONT><FONT SIZE=2> The Borrower and each of its Subsidiaries have filed or caused to be filed all material tax
returns (federal, state, local and foreign) required to be filed and paid all material amounts of taxes shown thereon to be due, including interest and penalties, except for such taxes as are being
contested in good faith and by proper proceedings and with respect to which appropriate reserves are being maintained by the Borrower or any such Subsidiary, as the case may be. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Governmental Regulation.</I></FONT><FONT SIZE=2> The Borrower is not subject to regulation under the Public Utility Holding Company Act of
1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940, each as amended, or to any Federal or state statute or regulation limiting its ability to incur
indebtedness for money borrowed. No Subsidiary of the Borrower is subject to any regulation that would limit the ability of the Borrower to enter into or perform its obligations under this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>ERISA.</I></FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;No
ERISA Event which might result in liability of the Borrower or any of its ERISA Affiliates in excess of $10,000,000 (or, in the case of an event described in
clause&nbsp;(v) of the definition of ERISA Event, $750,000) (other than for premiums payable under Title IV of ERISA) has occurred or is reasonably expected to occur with respect to any Pension
Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;Schedule&nbsp;B
(Actuarial Information) to the most recently completed annual report prior to the Effective Date (Form&nbsp;5500 Series) for each Pension Plan,
which report has been filed with the Internal Revenue Service by the Borrower or an ERISA Affiliate, copies of which have been furnished to the
Agents, is complete and, to the best knowledge of the Borrower, accurate, and since the date of such Schedule&nbsp;B there has been no material adverse change in the funding status of any such
Pension Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;Neither
the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any Withdrawal Liability to
any Multiemployer Plan which has not been satisfied or which is or might be in excess of $10,000,000. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;Neither
the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been
terminated, within the meaning of Title IV of ERISA, and, to the best knowledge of the Borrower, no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated within the
meaning of Title IV of ERISA. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;</FONT><FONT
SIZE=2><I>Environmental Matters.</I></FONT><FONT SIZE=2> (i)&nbsp;The Borrower and each of its Subsidiaries is in compliance in all material
respects with all Environmental Laws the non-compliance with which could reasonably be expected to have a material adverse effect on the financial condition or operations of the Borrower
and its Subsidiaries, taken as a whole, and (ii)&nbsp;there has been no "release or threatened release of a hazardous substance" (as defined by the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42&nbsp;U.S.C. &sect;9601&nbsp;</FONT><FONT SIZE=2><I>et seq.</I></FONT><FONT SIZE=2>) or any other release, emission or discharge into the
environment of any hazardous or toxic substance, pollutant or other materials from the Borrower's or its Subsidiaries' property other than as permitted under applicable Environmental Law and other
than those which would not have a material adverse effect on the financial condition or operations of the Borrower and its Subsidiaries, taken as a whole. Other than disposals (A)&nbsp;for which </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>20</FONT></P>

<HR NOSHADE>
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<P><FONT SIZE=2>
the Borrower has been indemnified in full or (B)&nbsp;which would not have a material adverse effect on the financial condition or operations of the Borrower and its Subsidiaries, taken as a whole,
all "hazardous waste" (as defined by the Resource Conservation and Recovery Act, 42&nbsp;U.S.C. &sect;6901&nbsp;</FONT><FONT SIZE=2><I>et seq.</I></FONT><FONT SIZE=2> (1976) and the
regulations thereunder, 40&nbsp;CFR Part&nbsp;261 ("RCRA")) generated at the Borrower's or any Subsidiaries' properties have in the past been and shall continue to be disposed of at sites which
maintain valid permits under RCRA and any applicable state or local Environmental Law. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Disclosure.</I></FONT><FONT SIZE=2> As of the Effective Date, to the best of the Borrower's knowledge, no representation or warranty of the
Borrower or any of its Subsidiaries contained in this Agreement or any other Loan Document or in any other document, certificate or written statement furnished to the Banks by or on behalf of the
Borrower or any of its Subsidiaries contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained in such agreements,
documents, certificates and statements not misleading in light of the circumstances in which the same were made. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>ARTICLE
V<BR>
COVENANTS OF THE BORROWER </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.01</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Affirmative Covenants.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;So long as any Advance shall remain unpaid or any Lender
shall have any Commitment hereunder, the Borrower will, unless the Requisite Lenders shall otherwise consent in writing: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;</FONT><FONT
SIZE=2><I>Compliance with Laws, Etc.</I></FONT><FONT SIZE=2> Comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules,
regulations and orders, such compliance to include, without limitation, (i)&nbsp;complying with all Environmental Laws and (ii)&nbsp;paying before the same become delinquent all taxes, assessments
and governmental charges imposed upon it or upon its property except to the extent contested in good faith, except where failure to so comply would not have a material adverse effect on the business,
condition (financial or otherwise), operations or properties of the Borrower and its Subsidiaries, taken as a whole. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;</FONT><FONT
SIZE=2><I>Reporting Requirements.</I></FONT><FONT SIZE=2> Furnish to the Administrative Agent (in sufficient quantity for delivery to each Lender) for
prompt distribution by the Administrative Agent to the Lenders: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;as
soon as available and in any event within 55&nbsp;days after the end of each of the first three quarters of each fiscal year of the Borrower, consolidated
balance sheets as of the end of such quarter and consolidated statements of source and application of funds of the Borrower and its Subsidiaries and consolidated statements of income and retained
earnings of the Borrower and its Subsidiaries for such quarter and the period commencing at the end of the previous fiscal year and ending with the end of such quarter and certified by the chief
financial officer or chief accounting officer of the Borrower; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;as
soon as available and in any event within 100&nbsp;days after the end of each fiscal year of the Borrower, a copy of the annual audit report for such year for
the Borrower and its Subsidiaries, containing financial statements (including a consolidated balance sheet and consolidated statement of income and cash flows of the Borrower and its Subsidiaries) for
such year, certified by and accompanied by an opinion of Ernst&nbsp;&amp; Young LLP or other nationally recognized independent public accountants. The opinion shall be unqualified (as to going concern,
scope of audit and disagreements
over the accounting or other treatment of offsets) and shall state that such consolidated financial statements present fairly in all material respects the financial position of the Borrower and its
Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and that the examination by such accountants in connection
with such consolidated financial statements has been made in accordance with generally accepted auditing standards; </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>21</FONT></P>

<HR NOSHADE>
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<UL>
</UL>
<!-- Generated by Merrill Corporation (www.merrillcorp.com) -->
<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;together
with each delivery of the report of the Borrower and its Subsidiaries pursuant to subsections (i)&nbsp;and (ii)&nbsp;above, a Compliance Certificate
for the relevant accounting period executed by the chief financial officer, treasurer or assistant treasurer of the Borrower demonstrating in reasonable detail compliance during and at the end of such
accounting periods with the restriction contained in Section&nbsp;5.02(d) (and setting forth the arithmetical computation required to show such compliance) and stating that the signer has reviewed
the terms of this Agreement and has made, or caused to be made under his or her supervision, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during
the accounting period covered by such financial statements and that such review has not disclosed the existence at the end of such accounting period, and that the signer does not have knowledge of the
existence as at the date of the compliance certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default or, if any such condition or event existed or
exists, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;as
soon as possible and in any event within five days after the occurrence of each Event of Default and each Potential Event of Default, continuing on the date of
such statement, a statement of an authorized financial officer of the Borrower setting forth details of such Event of Default or event and the action which the Borrower has taken and proposes to take
with respect thereto; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;promptly
after any material change in accounting policies or reporting practices, notice and a description in reasonable detail of such change; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;promptly
and in any event within 30&nbsp;days after the Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Event referred to in
clause&nbsp;(i) of the definition of ERISA Event with respect to any Pension Plan has occurred which might result in liability to the PBGC in excess of $500,000 a statement of the chief accounting
officer of the Borrower describing such ERISA Event and the action, if any, that the Borrower or such ERISA Affiliate has taken or proposes to take with respect thereto; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;(vii)&nbsp;promptly
and in any event within 15&nbsp;days after the Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Event (other than an ERISA
Event referred to in (vi)&nbsp;above) with respect to any Pension Plan has occurred which might result in liability to the PBGC in excess of $500,000, a statement of the chief accounting officer of
the Borrower describing such ERISA Event and the action, if any, that the Borrower or such ERISA Affiliate has taken or proposes to take with respect thereto; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;(viii)&nbsp;promptly
and in any event within five Business Days after receipt thereof by the Borrower or any ERISA Affiliate from the PBGC, copies of each notice from the
PBGC of its intention to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ix)&nbsp;promptly
and in any event within 15&nbsp;days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of
each notice received by the Borrower or any ERISA Affiliate concerning (w)&nbsp;the imposition of Withdrawal Liability by a Multiemployer Plan in excess of $500,000, (x)&nbsp;the determination
that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (y)&nbsp;the termination of a Multiemployer Plan within the meaning of Title IV of
ERISA or (z)&nbsp;the amount of liability incurred, or expected to be incurred, by the Borrower or any ERISA Affiliate in connection with any event described in clause&nbsp;(w), (x)&nbsp;or
(y)&nbsp;above; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(x)&nbsp;promptly
after the commencement thereof, notice of all material actions, suits and proceedings before any court or government department, commission, board, bureau,
agency or </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>22</FONT></P>

<HR NOSHADE>
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<UL>

<P><FONT SIZE=2>
instrumentality, domestic or foreign, affecting the Borrower or any of its Subsidiaries, of the type described in Section&nbsp;4.01(f); </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(xi)&nbsp;promptly
after the occurrence thereof, notice of (A)&nbsp;any event which makes any of the representations contained in Section&nbsp;4.01(k) inaccurate in any
material respect or (B)&nbsp;the receipt by the Borrower of any notice, order, directive or other communication from a governmental authority alleging violations of or noncompliance with any
Environmental Law which could reasonably be expected to have a material adverse effect on the financial condition of the Borrower and its Subsidiaries, taken as a whole; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;(xii)&nbsp;promptly
after any change in the rating established by S&amp;P or Moody's, as applicable, with respect to Long-Term Debt, a notice of such change, which
notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as any Lender through either Agent may reasonably
request; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;(xiii)&nbsp;promptly
after the sending or filing thereof, copies of all reports which the Borrower sends to any of its public security holders, and copies of all reports and
registration statements which the Borrower files with the SEC or any national security exchange; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;(xiv)&nbsp;promptly
after the Borrower or any ERISA Affiliate creates any employee benefit plan to provide health or welfare benefits (through the purchase of insurance or
otherwise) for any retired or former employee of the Borrower or any of its ERISA Affiliates (except as provided in Section&nbsp;4980B of the Code and except as provided under the terms of any
employee welfare benefit plans provided pursuant to the terms of collective bargaining agreements) under the terms of which the Borrower and/or any of its ERISA Affiliates are not permitted to
terminate such benefits, a notice detailing such plan; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;(xv)&nbsp;such
other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through either
Agent may from time to time reasonably request. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;</FONT><FONT
SIZE=2><I>Corporate Existence, Etc.</I></FONT><FONT SIZE=2> Preserve and maintain, and cause each of its Material Subsidiaries to preserve and
maintain, at all times its fundamental business and preserve and keep in full force and effect its corporate existence (except as permitted under Section&nbsp;5.02(b) hereof) and all rights,
franchises and licenses necessary or desirable in the normal conduct of its business; provided, however, that this paragraph&nbsp;(c) shall not apply in any case when, in the good faith business
judgment of the Borrower, such preservation or maintenance is neither necessary nor appropriate for the prudent management of the business of the Borrower. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;</FONT><FONT
SIZE=2><I>Inspection.</I></FONT><FONT SIZE=2> Permit, and cause each of its Material Subsidiaries to permit, any authorized representative designated
by the Administrative Agent or any Lender; at the expense of the Administrative Agent or such Lender, to visit and inspect any of the properties of the Borrower or any of its Material Subsidiaries,
including its and their financial and accounting records, and to take copies and to take extracts therefrom, and discuss its and their affairs, finances and accounts with its and their officers and
independent public accountants, all during normal hours, upon reasonable notice and as often as may be reasonably requested. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;</FONT><FONT
SIZE=2><I>Insurance.</I></FONT><FONT SIZE=2> Maintain, and cause each of its Material Subsidiaries to maintain, insurance to such extent and covering
such risks as is usual for companies engaged in the same or similar business and on request will advise the Lenders of all insurance so carried. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Taxes.</I></FONT><FONT SIZE=2> Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become
delinquent, (x)&nbsp;all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (y)&nbsp;all lawful claims that, if unpaid, might by law become a lien upon
their property; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT><FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, that neither the Borrower nor any such Subsidiary shall be required </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>23</FONT></P>

<HR NOSHADE>
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<P><FONT SIZE=2>
to pay or discharge any such tax, assessment, charge or levy (A)&nbsp;that is being contested in good faith and by proper proceedings and for which appropriate reserves are being maintained, or
(B)&nbsp;the failure to pay or discharge which would not have a material adverse effect on the financial condition or operations of the Borrower and its Subsidiaries taken as a whole. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;</FONT><FONT
SIZE=2><I>Maintenance of Books, Etc.</I></FONT><FONT SIZE=2> Keep, and cause each of its Subsidiaries to keep, proper books of records and accounts,
in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and each of its domestic Subsidiaries in accordance with GAAP and with respect
to foreign Subsidiaries in accordance with customary accounting standards in the applicable jurisdiction, in each case consistently applied and consistent with prudent business practices. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.02</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Negative Covenants.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;So long as any Advance shall remain unpaid or any Lender shall
have any Commitment hereunder, without the written consent of the Requisite Lenders: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;</FONT><FONT
SIZE=2><I>Liens, Etc.</I></FONT><FONT SIZE=2> The Borrower will not create or suffer to exist, or permit any of its Subsidiaries to create or suffer
to exist, any Lien, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, in each
case to secure or provide for the payment of any Debt of any Person, unless the Borrower's obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt; </FONT> <FONT SIZE=2><I>provided however</I></FONT><FONT SIZE=2>
that the foregoing restriction shall not apply to the following Liens which are permitted:
 </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Liens
on assets of any Subsidiary of the Borrower existing at the time such Person becomes a Subsidiary (other than any such Lien created in contemplation of
becoming a Subsidiary); </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;purchase
money Liens upon or in any property acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of
such property or to secure Debt incurred solely for the purpose of financing the acquisition of such property (provided that the amount of Debt secured by such Lien does not exceed 100% of the
purchase price of such property and transaction costs relating to such acquisition) and Liens existing on such property at the time of its
acquisition (other than any such Lien created in contemplation of such acquisition); and the interest of the lessor thereof in any property that is subject to a Capital Lease; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;any
Lien securing Debt that was incurred prior to or during construction or improvement of property for the purpose of financing all or part of the cost of such
construction or improvement, provided that the amount of Debt secured by such Lien does not exceed 100% of the fair market value of such property after giving effect to such construction or
improvement; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;any
Lien securing Debt of a Subsidiary owing to the Borrower; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;Liens
resulting from any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Debt secured by any
Lien referred to in clauses (i), (ii)&nbsp;and (iii)&nbsp;above so long as (x)&nbsp;the aggregate principal amount of such Debt shall not increase as a result of such extension, renewal or
replacement and (y)&nbsp;Liens resulting from any such extension, renewal or replacement shall cover only such property which secured the Debt that is being extended, renewed or replaced; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;Liens
on accounts receivable resulting from the sale of such accounts receivable by the Borrower or a Subsidiary of the Borrower, so long as, at any time, the
aggregate outstanding amount of such accounts receivable does not, together with the amount of Debt secured by Liens permitted by clause&nbsp;(vii), exceed 10% of the consolidated stockholder's
equity of the Borrower and its consolidated subsidiaries; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;(vii)&nbsp;Liens
other than Liens described in clauses (i)&nbsp;through (vi)&nbsp;hereof, whether now existing or hereafter arising, securing Debt in an aggregate amount
that does not, together with the </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>24</FONT></P>

<HR NOSHADE>
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<UL>

<P><FONT SIZE=2>
amount of accounts receivable subject to Liens permitted by clause&nbsp;(vi), exceed 10% of the consolidated stockholder's equity of the Borrower and its consolidated subsidiaries. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;</FONT><FONT
SIZE=2><I>Restrictions on Fundamental Changes.</I></FONT><FONT SIZE=2> The Borrower will not, and will not permit any of its Material Subsidiaries to,
merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or a substantial portion of its assets
(whether now owned or hereafter acquired) to any Person, or enter into any partnership, joint venture, syndicate, pool or other combination, unless no Event of Default or Potential Event of Default
has occurred and is continuing or would result therefrom and, in the case of a merger or consolidation of the Borrower, (i)&nbsp;the Borrower is the surviving entity or (ii)&nbsp;the surviving
entity assumes all of the Borrower's obligations under this Agreement in a manner satisfactory to the Requisite Lenders. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;</FONT><FONT
SIZE=2><I>Plan Terminations.</I></FONT><FONT SIZE=2> The Borrower will not, and will not permit any ERISA Affiliate to, terminate any Pension Plan so
as to result in liability of the Borrower or any ERISA Affiliate to the PBGC in excess of $25,000,000, or permit to exist any occurrence of an event or condition which reasonably presents a material
risk of a termination by the PBGC of any Pension Plan with respect to which the Borrower or any ERISA Affiliate would, in the event of such termination, incur liability to the PBGC in excess of
$25,000,000. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;</FONT><FONT
SIZE=2><I>Maximum Debt Ratio.</I></FONT><FONT SIZE=2> The Borrower will not permit the ratio of (i)&nbsp;Net Debt as of the end of any fiscal
quarter to (ii)&nbsp;EBITDA, for each period consisting of the four consecutive fiscal quarters then ended, to exceed 2.50 to 1.00. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>ARTICLE
VI<BR>
EVENTS OF DEFAULT </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.01</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Events of Default.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;If any of the following events ("Events of Default") shall occur
and be continuing: </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The
Borrower shall fail to pay any principal of any Advance when the same becomes due and payable or the Borrower shall fail to pay any interest on any Advance or
any fees or other amounts payable hereunder within five Business Days of the date due; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Any
representation or warranty made or deemed made by the Borrower herein or by the Borrower pursuant to this Agreement (including any notice, certificate or other
document delivered hereunder) shall prove to have been incorrect in any material respect when made; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The
Borrower shall fail to perform or observe (i)&nbsp;any term, covenant or agreement contained in this Agreement (other than any term, covenant or agreement
contained in Section&nbsp;5.01(b)(iv), 5.01(c) or 5.02) on its part to be performed or observed and the failure to perform or observe such other term, covenant or agreement shall remain unremedied
for 30&nbsp;days after the Borrower obtains knowledge of such breach or (ii)&nbsp;any term, covenant or agreement contained in Section&nbsp;5.01(b)(iv), 5.01(c) or 5.02; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The
Borrower or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any Debt that is outstanding in a principal amount at least
equal to 2% of consolidated net worth of the Borrower and its consolidated Subsidiaries in the aggregate (but excluding Debt arising under this Agreement) of the Borrower or such Subsidiary (as the
case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to such Debt; or the Borrower or any of its Subsidiaries shall fail to perform or observe any other agreement, term or condition
contained in any agreement or instrument relating to any such Debt (or if any other event or condition of default under any such agreement or instrument shall exist) and such failure, event or
condition shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such failure, event or </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>25</FONT></P>

<HR NOSHADE>

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<P><FONT SIZE=2>
condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable as a result of such failure, event or condition; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The
Borrower or any of its Material Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its
debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Material Subsidiaries seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for
a substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of
60&nbsp;days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other
similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any of its Material Subsidiaries shall take any corporate action to authorize any of the actions
set forth above in this subsection (e); or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;Any
judgment or order for the payment of money in excess of 2% of consolidated net worth of the Borrower and its consolidated Subsidiaries, individually or in the
aggregate, shall be rendered against
the Borrower or any of its Material Subsidiaries and either (i)&nbsp;enforcement proceedings shall have been commenced by any creditor upon a final or nonappealable judgment or order or
(ii)&nbsp;there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;Any
ERISA Event with respect to a Pension Plan shall have occurred and, 30&nbsp;days after notice thereof shall have been given to the Borrower by either of the
Agents, (x)&nbsp;such ERISA Event shall still exist and (y)&nbsp;the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Pension Plan and the
Insufficiency of any and all other Pension Plans with respect to which an ERISA Event shall have occurred and then exist (or in the case of a Pension Plan with respect to which an ERISA Event
described in clause&nbsp;(iii) through (vi)&nbsp;of the definition of ERISA Event shall have occurred and then exist, the liability related thereto) is equal to or greater than $25,000,000; or </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;The
Borrower or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred an aggregate Withdrawal Liability for all
years to such Multiemployer Plan in an amount that, when aggregated with all other amounts then required to be paid to Multiemployer Plans by the Borrower and its ERISA Affiliates as Withdrawal
Liability (determined as of the date of such notification), exceeds $25,000,000 and it is reasonably likely that all amounts then required to be paid to Multiemployer Plans by the Borrower and its
ERISA Affiliates as Withdrawal Liability will exceed $25,000,000; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;The
Borrower or any ERISA Affiliate 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, and it is reasonably likely that as a result of such reorganization or termination the aggregate annual contributions of the Borrower and its ERISA
Affiliates to all Multiemployer Plans that are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan year of
such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $25,000,000; or </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>26</FONT></P>

<HR NOSHADE>
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<UL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;any
Person or two or more Persons (other than the Hormel Foundation) acting in concert shall have acquired beneficial ownership or the right to acquire beneficial
ownership (within the meaning of Rule&nbsp;13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of securities of the
Borrower (or other securities convertible into such securities) representing 35% or more of the combined voting power of all securities of the Borrower entitled to vote in the election of directors,
other than securities having such power only by reason of the happening of a contingency ("Share Acquisition"); or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;individuals
who either (1)&nbsp;have been directors of the Borrower for the prior 24-month period or (2)&nbsp;were nominated or elected by
directors in office during such period (but prior to any Share Acquisition) shall cease for any reason to constitute a majority of the board of directors of the Borrower; </FONT></P>

</UL>

<P><FONT SIZE=2>then,
and in any such event, the Administrative Agent (i)&nbsp;shall at the request, or may with the consent, of the Requisite Lenders, by notice to the Borrower, declare the obligation of each
Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii)&nbsp;shall at the request, or may with the consent, of the Requisite Lenders, by notice to the
Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts
shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; </FONT> <FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT><FONT
SIZE=2><I>however</I></FONT><FONT SIZE=2>, that in the event of an actual or deemed entry of an order for relief with respect to
the Borrower or any of its Subsidiaries under the Bankruptcy Code or the expiration of the 60-day grace period provided in Section&nbsp;6.01(e), (A)&nbsp;the obligation of each Lender
to make Advances shall automatically be terminated and (B)&nbsp;the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>ARTICLE
VII<BR>
ADMINISTRATIVE AGENT </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.01</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Authorization and Action.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;Each Lender hereby appoints and authorizes CUSA to act as
the Administrative Agent under this Agreement and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to
the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental
thereto. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of the Advances and other amounts owing hereunder), the
Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Requisite Lenders, and such instructions shall be binding upon all Lenders; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT> <FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, that
the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is
contrary to any of the Loan Documents or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of the
Loan Documents. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.02</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Agents' Reliance, Etc.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;Neither the Agents nor any of their respective directors,
officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with any of the Loan Documents, except for their own gross negligence or
willful misconduct. Without limitation of the generality of the foregoing, the Agents: (i)&nbsp;may treat the Lender that made any Advance as the payee thereof until the Administrative Agent
receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section&nbsp;8.07; (ii)&nbsp;may consult with
legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>27</FONT></P>

<HR NOSHADE>

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<P><FONT SIZE=2>
liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii)&nbsp;make no warranty or representation to any
Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with any of the Loan Documents; (iv)&nbsp;shall
not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of the Loan Documents on the part of the Borrower or to inspect the
property (including the books and records) of the Borrower; (v)&nbsp;shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or
value of any of the Loan Documents or any other instrument or document furnished pursuant hereto; and (vi)&nbsp;shall incur no liability under or in respect of any of the Loan Documents by acting
upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.03</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;CUSA and Affiliates.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;With respect to its respective Commitment and the respective
Advances made by it, CUSA shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not an Agent; and the term "Lender" or "Lenders"
shall, unless otherwise expressly indicated, include CUSA respectively in its individual capacity. CUSA and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of,
acquire equity interests in and generally engage in any kind of commercial banking, investment banking, trust, financial advisory, underwriting or other business with, the Borrower, any of its
Subsidiaries and other Affiliates and any Person who may do business with or own securities of the Borrower or any such
Subsidiary or Affiliate, all as if CUSA was not an Agent and without any duty to account therefor or provide notice thereof, to the Lenders. The Lenders acknowledge that, pursuant to such activities,
CUSA and its Affiliates may receive information regarding the Borrower or its Affiliates (including information that may be subject to confidentiality obligations in favor of the Borrower or an
Affiliate) and acknowledge that the Administrative Agent shall not be under any obligation to provide such information to them. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.04</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Lender Credit Decision.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;Each Lender acknowledges that it has, independently and
without reliance upon any Agent or any other Lender and based on the financial statements referred to, and the representations and warranties contained, in Section&nbsp;4.01 and such other documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance
upon the Agents 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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.05</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Indemnification.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;The Lenders agree to indemnify the Agents (to the extent not
reimbursed by the Borrower), ratably according to the respective principal amounts of the Advances then held by each of them (or if no such Advances are at the time outstanding or if any such Advances
are held by Persons which are not Lenders, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against any such Agent in any way relating to or arising
out of any of the Loan Documents or any action taken or omitted by such Agent under any of the Loan Documents, </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that no Lender shall be liable
for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent's gross negligence or willful
misconduct. Without limitation of the foregoing, each Lender agrees to reimburse such Agent promptly upon demand for its ratable share of any reasonable out-of-pocket expenses
(including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, syndication, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>28</FONT></P>

<HR NOSHADE>
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<P><FONT SIZE=2>
responsibilities under, the Loan Documents, to the extent that such Agent is not reimbursed for such expenses by the Borrower. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.06</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Successor Administrative Agent.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;The Administrative Agent may resign at any time by
giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Requisite Lenders. Upon any such resignation or removal, the Requisite Lenders
shall have the right to appoint a successor Administrative Agent (such Administrative Agent, so long as
no Event of Default has occurred and is continuing, being reasonably acceptable to the Borrower). If no successor Administrative Agent shall have been so appointed by the Requisite Lenders, and shall
have accepted such appointment, within 30&nbsp;days after the retiring Administrative Agent's giving of notice of resignation or the Requisite Lenders' removal of the retiring Administrative Agent,
then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a commercial bank organized under the laws of the United States of America
or of any State thereof or any Bank and, in each case having a combined capital and surplus of at least $50,000,000 (and so long as no Event of Default has occurred and is continuing, that is
reasonably acceptable to the Borrower). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations under the Loan Documents. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article&nbsp;VII shall
inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.07</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Other Agents.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;None of the Lenders identified on the facing page of this Agreement
or elsewhere herein as a "Syndication Agent", a "Documentation Agent", or an "Arranger" shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those
applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender
acknowledges that it has not relied, and will not rely, on any of the Lenders so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>ARTICLE
VIII<BR>
MISCELLANEOUS </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8.01</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Amendments, Etc.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;No amendment or waiver of any provision of this Agreement, nor
consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Requisite Lenders, and then such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which given; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT> <FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, that no amendment, waiver or
consent shall, unless in writing and signed by all the Lenders, do any of the following: (a)&nbsp;waive any of
the conditions specified in Section&nbsp;3.01, (b)&nbsp;increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c)&nbsp;reduce the principal of, or
interest on, the Advances or any fees or other amounts payable hereunder, (d)&nbsp;postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts
payable hereunder, (e)&nbsp;change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, which shall be required for the Lenders or
any of them to take any action hereunder or (f)&nbsp;amend Section&nbsp;2.14 or this Section&nbsp;8.01; and </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT> <FONT SIZE=2><I>further</I></FONT><FONT SIZE=2>, that no
amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Agent under this
Agreement. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8.02</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Notices, Etc.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;All notices and other communications provided for hereunder shall be
in writing (including telecopier communication) and mailed, telecopied or delivered, if to the Borrower, </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>29</FONT></P>

<HR NOSHADE>
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<P><FONT SIZE=2>
at its address at 1 Hormel Place, Austin, Minnesota 55912-3690, Attn: Chief Financial Officer, Telecopier (507)&nbsp;434-6981, Telephone (507)&nbsp;437-5663; if
to any Bank, at its Domestic Lending Office specified opposite its name on Schedule&nbsp;I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assignment and Acceptance
pursuant to which it became a Lender; if to the Administrative Agent at its address at Citicorp USA,&nbsp;Inc., Global Loans Operations, 2 Penns Way, Suite 200, New Castle, Delaware 19720;
Attention: Brian Maxwell, Telecopier (302)&nbsp;894-6120, Telephone (302)&nbsp;894-6023 (with copy of notices, other than those given pursuant to Sections 2.1 through 2.13
hereof, to Citicorp USA,&nbsp;Inc., 500 W. Madison Street, 7<SUP>th</SUP> Floor, Chicago, Illinois; Attention: Shafique Janmohamed), Telecopier (312)&nbsp;627-3990, Telephone
(312)&nbsp;627-5164, or, as to the Borrower or the Administrative Agent, at such other address as shall be designated by such party in a written notice to the Borrower and the
Administrative Agent. All such notices and communications shall, when personally delivered, mailed or telecopied, be effective when personally delivered, after five (5)&nbsp;days after being
deposited in the mails, or when confirmed by telecopy response, respectively, except that notices and communications to the Administrative Agent pursuant to Article&nbsp;II or VII shall not be
effective until received by the Administrative Agent. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8.03</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;No Waiver; Remedies.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;No failure on the part of any Lender or the Administrative
Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8.04</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Costs, Expenses and Indemnification.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The
Borrower agrees, regardless of whether the Effective Date occurs, to pay promptly on demand all reasonable costs and out-of-pocket
expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be
delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent
(including the allocated time charges of the Administrative Agent's legal departments, as their respective internal counsel) with respect thereto and with respect to advising the Administrative Agent
as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay promptly on demand all costs and expenses of the Agents and of each Lender, if any (including, without
limitation, reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this
Agreement and the other documents to be delivered hereunder or thereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with
the enforcement of rights under this Section&nbsp;8.04(a). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;If
any payment of principal of any Eurodollar Rate Advance is made other than on the last day of the interest period for such Advance, as a result of a payment
pursuant to Section&nbsp;2.05 or acceleration of the maturity of the Advances pursuant to Section&nbsp;6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of
such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses
which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by any Lender to fund or maintain such Advance; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that conversion of a Eurodollar Rate Advance to a Base Rate Advance in accordance with
the provisions of Section&nbsp;2.02(b)(iii)&nbsp;shall not be considered a payment for purposes of this Section&nbsp;8.04(b). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The
Borrower agrees to indemnify and hold harmless each Agent, each Lender and each director, officer, employee, agent, attorney and affiliate of each Agent and
each Lender (each an </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>30</FONT></P>

<HR NOSHADE>

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<P><FONT SIZE=2>
"indemnified person") in connection with any expenses, losses, claims, damages or liabilities to which an Agent, a Lender or such indemnified persons may become subject, insofar as such expenses,
losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or
intended use of the proceeds of the Advances, or in any way arise out of activities of the Borrower that violate Environmental Laws, and to reimburse each Agent, each Lender and each indemnified
person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss,
claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not such Agent, such Lender or any such person is a party to any action or proceeding out of which
any such expense arises). Notwithstanding the foregoing, the Borrower shall have no obligation hereunder to an indemnified person with respect to indemnified liabilities which have resulted from the
gross negligence, bad faith or willful misconduct of such indemnified person. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8.05</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Right of Set-off.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;Upon (i)&nbsp;the occurrence and during the
continuance of any Event of Default and (ii)&nbsp;the making of the request or the granting of the consent specified by Section&nbsp;6.01 to authorize the Administrative Agent to declare the
Advances due and payable pursuant to the provisions of Section&nbsp;6.01, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (time or demand, provisional or final, or general, but not special) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the
account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement that are then due and payable, whether or not such Lender shall have made
any demand under this Agreement. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; </FONT> <FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that the failure to give such notice shall not
affect the validity of such set-off and application. The rights of each Lender under
this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8.06</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Binding Effect; Entire Agreement.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;This
Agreement shall be deemed to have been executed and delivered when it shall have been executed by the Borrower and the Administrative Agent and when the
Administrative Agent shall have been notified by each Bank that such Bank has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and
each Lender and their respective successors and permitted assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written
consent of all Lenders. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;This
Agreement (including the Schedules and Exhibits attached hereto) shall constitute the entire agreement among the parties hereto with respect to the subject
matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, among the parties with respect to such subject matter. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8.07</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Assignments and Participations.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Each
Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or
a portion of its Commitment and the Advances owing to it); </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT><FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, that (i)&nbsp;each such
assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii)&nbsp;after giving effect to any such assignment,
(1)&nbsp;the assigning Lender shall no longer have any Commitment or (2)&nbsp;the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each
case determined as of the date of the Assignment and
Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii)&nbsp;each such assignment shall be to an Eligible
Assignee, (iv)&nbsp;the parties to each such assignment shall execute and deliver to the Administrative Agent, for its </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>31</FONT></P>

<HR NOSHADE>
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<P><FONT SIZE=2>
acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agent, and (v)&nbsp;the Borrower (unless an Event of
Default shall exist and be continuing) and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld, unless such assignment is to an Affiliate
of a Lender, in which case no such consent shall be necessary (but such Lender shall notify the Borrower and the Administrative Agent of any such assignment to an Affiliate of an Assigning Lender).
Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x)&nbsp;the assignee thereunder shall be a party hereto and,
to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y)&nbsp;the Lender
assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its
obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto); </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09,
2.11 or 8.04, the Borrower shall have no greater obligation to the assignee then it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a
Federal Reserve Bank; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, that no such pledge or assignment shall release such Lender from any of its obligations hereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;By
executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the
other parties hereto as follows: (i)&nbsp;other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with any of the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value
of any of the Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (ii)&nbsp;such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under any of the Loan Documents or any other
instrument or document furnished pursuant hereto or thereto; (iii)&nbsp;such assignee confirms that it has received a copy of the Loan Documents, together with copies of the financial statements
referred to in Section&nbsp;4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance;
(iv)&nbsp;such assignee will, independently and without reliance upon the Agents, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (v)&nbsp;such assignee confirms that it is an Eligible Assignee; (vi)&nbsp;such
assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to
exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii)&nbsp;such
assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Within
five (5)&nbsp;days of its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible
Assignee (together with a processing and recordation fee of $3,500 with respect thereto) and upon evidence of consent of the Borrower and the Administrative Agent thereto, which consent shall not be
unreasonably withheld, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of </FONT> <FONT SIZE=2><I>Exhibit&nbsp;A</I></FONT><FONT SIZE=2> hereto, (1)&nbsp;accept such Assignment and
Acceptance and (2)&nbsp;record the information contained therein in the Register. All
communications with the Borrower with respect to such consent of the Borrower shall be sent pursuant to Section&nbsp;8.02. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>32</FONT></P>

<HR NOSHADE>
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<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The Administrative Agent shall maintain at its address referred to in Section&nbsp;8.02 a copy of each Assignment and Acceptance delivered to and accepted by it
and a register for the recordation of the names and addresses of the Lenders and the Commitment of, the Commitment Termination Date of, and principal amount of the Advances owing to, each such Lender
from time to time (the </FONT><FONT SIZE=2><I>"Register"</I></FONT><FONT SIZE=2>). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of the Loan Documents. The Register shall be
available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Each
Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment and the Advances owing to it; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT><FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>,
that (i)&nbsp;such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii)&nbsp;such Lender shall remain
solely responsible to the other parties hereto for the performance of such obligations, (iii)&nbsp;such Lender shall remain the holder of any such Advance for all purposes of this Agreement,
(iv)&nbsp;the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the
Loan Documents, (v)&nbsp;no Lender shall grant any participation under which the participant shall have rights to require such Lender to take or omit to take any action hereunder or under the other
Loan Documents or approve any amendment to or waiver of this Agreement or the other Loan Documents, except to the extent such amendment or waiver would: (A)&nbsp;extend the Termination Date of such
Lender; or (B)&nbsp;reduce the interest rate or the amount of principal or fees applicable to Advances or the Commitment in which such participant is participating or change the
date on which interest, principal or fees applicable to Advances or the Commitment in which such participant is participating are payable, and (vi)&nbsp;the Person purchasing such participation
shall agree to customary provisions relating to the confidentiality of non-public information received by such Person in connection with its purchase of the participation. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;Any
Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section&nbsp;8.07, disclose to the
assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; </FONT> <FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that, prior to any such
disclosure, the assignee or Participant or proposed assignee or participant shall agree to preserve the confidentiality
of any confidential information relating to the Borrower received by it from such Lender. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Notwithstanding
anything to the contrary contained herein, any Lender (a </FONT><FONT SIZE=2><I>"Designating Lender"</I></FONT><FONT SIZE=2>) may grant to one or
more special purpose funding vehicles (each, an </FONT><FONT SIZE=2><I>"SPV"</I></FONT><FONT SIZE=2>), identified as such in writing from time to time by the Designating Lender to the Administrative
Agent and the Borrowers, the option to provide to the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided that (1)&nbsp;nothing herein shall constitute a commitment by any SPV to make any Loan, (2)&nbsp;if an SPV elects not to exercise such option or otherwise fails to provide all or any part
of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof and (3)&nbsp;the Designating Lender shall remain liable for any indemnity or other payment
obligation with respect to its Commitment hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made
by such Designating Lender; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;As
to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this
Agreement; provided, </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>33</FONT></P>

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<UL>

<P><FONT SIZE=2>
however, that each SPV shall have granted to its Designating Lender an irrevocable power of attorney to deliver and receive all communications and notices under this Agreement (and any related
documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and
the related Designating Lender shall be deemed to hold its Note (if any) as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the
account of any SPV shall be paid to its Designating Lender as agent for such SPV; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;Each
party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable; if an
SPV, but for the operation of this sentence, would have liability for any such indemnity or payment, the Designating Lender shall be liable; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;In
addition, notwithstanding anything to the contrary contained in this Section&nbsp;8.07(g) or otherwise in this Agreement, any SPV may (1)&nbsp;at any time
and without paying any processing fee therefore, assign or participate all or a portion of its interest in any Loans to the Designating Lender or to any financial institutions providing liquidity
and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans; provided that the Designating Lender in the event of an assignment or participation to any other
financial institution shall remain liable for any indemnity or other payment obligation with respect to its Commitment, and shall be obligated to make such Loan pursuant to the terms hereof and of its
Commitment and (2)&nbsp;disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancements to such SPV. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8.08</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Confidentiality.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;Each Agent and each Lender agrees, insofar as is legally possible,
to use its reasonable best efforts to keep in confidence all financial data and other information relative to the affairs of the Borrower heretofore furnished or which may hereafter be furnished to it
pursuant to the provisions of this Agreement; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT><FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, that this Section&nbsp;8.08 shall not
be applicable to information which is or becomes available to a Lender from a source other than the Borrower; and </FONT><FONT SIZE=2><I>provided further</I></FONT><FONT SIZE=2> that such obligation
of each Agent and each Lender shall be subject to each Agent's and each Lender's (a)&nbsp;obligation to disclose such information pursuant to a request or order under applicable laws and regulations
or pursuant to a subpoena or other legal process, (b)&nbsp;right to disclose any such information to bank examiners, its affiliates, bank, auditors, accountants and its counsel and other Agents and
Lenders, and (c)&nbsp;right to disclose any such information, (i)&nbsp;in connection with the transactions set forth herein including assignments and sales of participation interests pursuant to
Section&nbsp;8.07 hereof or (ii)&nbsp;in or in connection with any litigation or dispute involving the Agents, the Lenders and the Borrower or any transfer or other disposition by such Lender of
any of its Advances or other extensions of credit by such Lender to the Borrower or any of its Subsidiaries, provided that information disclosed pursuant to this proviso shall be so disclosed subject
to such procedures as are reasonably calculated to maintain the confidentiality thereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8.09</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Governing Law.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8.10</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Execution in Counterparts.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the
same agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8.11</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Consent to Jurisdiction; Waiver of Immunities.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;The Borrower hereby irrevocably
submits to the jurisdiction of any New York state or Federal court sitting in New York, New York in any action or proceeding arising out of or relating to this Agreement, and the Borrower hereby </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>34</FONT></P>

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<P><FONT SIZE=2>
irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York state or Federal court. The Borrower hereby irrevocably waives, to the fullest
extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Borrower agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section&nbsp;8.11 shall affect the right of any Lender or
Agent to serve legal process in any other manner permitted by law or affect the right of any Lender or Agent to bring any action or proceeding against the Borrower or its property in the courts of any
other jurisdiction. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8.12</FONT><FONT
SIZE=2><B>&nbsp;&nbsp;Waiver of Trial by Jury.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;THE BORROWER, THE BANKS, THE AGENTS AND, BY ITS ACCEPTANCE
OF THE BENEFITS HEREOF, OTHER LENDERS EACH HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. The scope of this
waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including without limitation
contract claims, tort claims, breach of duty claims and all other common law and statutory claims. The Borrower, the Banks, the Agents and, by its acceptance of the benefits hereof, other Lenders each
(i)&nbsp;acknowledges that this waiver is a material inducement for the Borrower, the Lenders and the Agents to enter into a business relationship, that the Borrower, the Lenders and the Agents have
already relied on this waiver in entering into this Agreement or accepting the benefits thereof, as the case may be, and that each will continue to rely on this waiver in their related future dealings
and (ii)&nbsp;further warrants and represents that each has reviewed this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation
with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>[Remainder
of page intentionally left blank] </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>35</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>IN WITNESS WHEREOF,</B></FONT><FONT SIZE=2> the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written. </FONT></P>

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<TABLE WIDTH="76%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="TOP">
<TD WIDTH="48%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="50%" COLSPAN=2><FONT SIZE=2><B>HORMEL FOODS CORPORATION</B></FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="48%"><FONT SIZE=2>&nbsp;<BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;<BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2>&nbsp;<BR>
By:</FONT></TD>
<TD WIDTH="46%"><FONT SIZE=2>&nbsp;<BR>
<U>/s/ Joel W. Johnson</U><BR>
Name: Joel W. Johnson<BR>
Title: Chairman, President&nbsp;&amp; CEO<BR>
Notice Address:<BR>
Attn: Chief Financial Officer<BR>
1 Hormel Place<BR>
Austin, Minnesota 55912-3690</FONT></TD>
</TR>
</TABLE>
<!-- insert table folio -->
<P ALIGN="CENTER"><FONT SIZE=2>S-1</FONT></P>

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<TD WIDTH="48%"><FONT SIZE=2>&nbsp;<BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;<BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2>&nbsp;<BR>
&nbsp;</FONT></TD>
<TD WIDTH="46%"><FONT SIZE=2>&nbsp;<BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="48%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="50%" COLSPAN=2><FONT SIZE=2><B>CITICORP USA,&nbsp;INC.</B></FONT><FONT SIZE=2>, as Administrative Agent and a Lender</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="48%"><FONT SIZE=2>&nbsp;<BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;<BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2>&nbsp;<BR>
By:</FONT></TD>
<TD WIDTH="46%"><FONT SIZE=2>&nbsp;<BR>
<U>/s/ Henry J. Matthews</U><BR>
Name: Henry J. Matthews<BR>
Title: Vice President<BR>
Notice Address:<BR>
Global Loans Operations<BR>
Attn: Brian Maxwell<BR>
2 Penns Way, Suite 200<BR>
New Castle, Delaware 19702</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>S-2</FONT></P>

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<TD WIDTH="48%"><FONT SIZE=2>&nbsp;<BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;<BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2>&nbsp;<BR>
&nbsp;</FONT></TD>
<TD WIDTH="46%"><FONT SIZE=2>&nbsp;<BR>
&nbsp;</FONT></TD>
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<TD WIDTH="48%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="50%" COLSPAN=2><FONT SIZE=2><B>SUNTRUST BANK</B></FONT><FONT SIZE=2><BR>
(As a Lender)</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="48%"><FONT SIZE=2>&nbsp;<BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;<BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2>&nbsp;<BR>
By:</FONT></TD>
<TD WIDTH="46%"><FONT SIZE=2>&nbsp;<BR>
<U>/s/ Brian M. Davis</U><BR>
Name: Brian M. Davis<BR>
Title: Director<BR>
Notice Address:<BR>
Attn:</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>S-3</FONT></P>

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<TD WIDTH="48%"><FONT SIZE=2>&nbsp;<BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;<BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2>&nbsp;<BR>
&nbsp;</FONT></TD>
<TD WIDTH="46%"><FONT SIZE=2>&nbsp;<BR>
&nbsp;</FONT></TD>
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<TD WIDTH="48%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="50%" COLSPAN=2><FONT SIZE=2><B>U.S. BANK NATIONAL ASSOCIATION</B></FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="48%"><FONT SIZE=2>&nbsp;<BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;<BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2>&nbsp;<BR>
By:</FONT></TD>
<TD WIDTH="46%"><FONT SIZE=2>&nbsp;<BR>
<U>/s/ Noel Austin</U><BR>
Name: Noel Austin<BR>
Title: President&#151;Austin Minnesota Office<BR>
Notice Address: U.S. Bank<BR>
301 North Main Street<BR>
Austin, Minnesota 55912<BR>
Attn: Noel Austin</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>S-4</FONT></P>

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<TD WIDTH="4%"><FONT SIZE=2>&nbsp;<BR>
&nbsp;</FONT></TD>
<TD WIDTH="46%"><FONT SIZE=2>&nbsp;<BR>
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<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="50%" COLSPAN=2><FONT SIZE=2><B>FUJI BANK</B></FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="48%"><FONT SIZE=2>&nbsp;<BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;<BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2>&nbsp;<BR>
By:</FONT></TD>
<TD WIDTH="46%"><FONT SIZE=2>&nbsp;<BR>
<U>/s/ Peter L. Chinnici</U><BR>
Name: Peter L. Chinnici<BR>
Title: Senior Vice President&nbsp;&amp; Group Head<BR>
Notice Address:<BR>
Corporate Banking Division<BR>
Attn: James S. Bell<BR>
225 W. Wacker Drive, Suite 2000<BR>
Chicago, Illinois 60606</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>S-5</FONT></P>

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&nbsp;</FONT></TD>
<TD WIDTH="46%"><FONT SIZE=2>&nbsp;<BR>
&nbsp;</FONT></TD>
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<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="50%" COLSPAN=2><FONT SIZE=2><B>BANK ONE, NA (Main Office Chicago)</B></FONT><FONT SIZE=2><BR>
(As a Lender)</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="48%"><FONT SIZE=2>&nbsp;<BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;<BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2>&nbsp;<BR>
By:</FONT></TD>
<TD WIDTH="46%"><FONT SIZE=2>&nbsp;<BR>
<U>Sabir A. Hashmy</U><BR>
Name: Sabir A. Hashmy<BR>
Title: Authorized Officer<BR>
Notice Address:<BR>
1 Bank One Plaza<BR>
Attn: J. Garland Smith<BR>
IL1-0364<BR>
Chicago, IL 60670</FONT></TD>
</TR>
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<P ALIGN="CENTER"><FONT SIZE=2>S-6</FONT></P>

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<H2><FONT SIZE=2><A NAME="00STP3041_2">QuickLinks</A></FONT></H2>
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