<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>5
<FILENAME>exh43.txt
<DESCRIPTION>NOTE PURCHASE AGREEMENTS
<TEXT>
                                                 Exhibit 4.3


                                                 [Conformed Copy]







                      Seaboard Corporation



                  ____________________________

                     Note Purchase Agreement
                  ____________________________



                 Dated as of September 30, 2002










$32,500,000 5.80% Senior Notes, Series A, due September 30, 2009
$38,000,000 6.21% Senior Notes, Series B, due September 30, 2009
 $7,500,000 6.21% Senior Notes, Series C, due September 30, 2012
$31,000,000 6.92% Senior Notes, Series D, due September 30, 2012










                        Table of Contents

Section                     Heading                            Page


Section 1.      Purchase and Sale of Notes                      1
   Section 1.1. Issue of Notes                                  1
   Section 1.2. The Closing                                     1
   Section 1.3. Purchaser Representations                       2
   Section 1.4. Expenses                                        4

Section 2.      Warranties and Representations                  4
   Section 2.1. Nature of Business                              4
   Section 2.2. Financial Statements; Indebtedness;
                 Material Adverse Change                        4
   Section 2.3. Subsidiaries and Affiliates                     5
   Section 2.4. Title to Properties                             5
   Section 2.5. Taxes                                           5
   Section 2.6. Pending Litigation                              6
   Section 2.7. Full Disclosure                                 6
   Section 2.8. Corporate Organization and Authority            6
   Section 2.9. Charter Instruments, Other Agreements           7
   Section 2.10.Restrictions on Company and
                 Subsidiaries                                   7
   Section 2.11.Compliance with Law                             7
   Section 2.12.ERISA                                           8
   Section 2.13.Environmental Compliance                        8
   Section 2.14.Sale of Notes Is Legal and Authorized;
                 Obligations Are Enforceable                    9
   Section 2.15.Governmental Consent to Sale of Notes          10
   Section 2.16.No Defaults under Notes                        10
   Section 2.17.Private Offering of Notes                      10
   Section 2.18.Use of Proceeds of Notes.                      10

Section 3.      Closing Conditions                             11
   Section 3.1. Opinions of Counsel                            11
   Section 3.2. Warranties and Representations True.           11
   Section 3.3. Performance; No Default                        11
   Section 3.4. Officers' Certificates                         12
   Section 3.5. Legality                                       12
   Section 3.6. Private Placement Number                       12
   Section 3.7. Expenses                                       12
   Section 3.8. Other Purchasers                               12
   Section 3.9. Bresky Letter                                  12
   Section 3.10.Proceedings Satisfactory                       12

Section 4.      Principal Payments                             12
   Section 4.1. Required Prepayments                           12
   Section 4.2. Optional Prepayments.                          14
   Section 4.3. Prepayments Among Noteholders.                 14
   Section 4.4. Special Prepayments                            15
   Section 4.5. Notation of Notes on Prepayment                16
   Section 4.6. No Other Prepayments; Acquisition of
                 Notes                                         16
   Section 4.7. Letter Agreement Prepayments                   16

Section 5.      Registration; Exchange; Substitution of Notes  16
   Section 5.1. Registration of Notes                          16
   Section 5.2. Exchange of Notes                              16
   Section 5.3. Replacement of Notes                           17
   Section 5.4. Issuance Taxes                                 18

Section 6.      Covenants                                      18
   Section 6.1. Payment of Taxes and Claim                     18
   Section 6.2  Maintenance of Properties; Corporate
                 Existence; Etc.                               18
   Section 6.3. Payment of Notes and Maintenance of Office     19
   Section 6.4. Merger; Acquisition                            20
   Section 6.5. Liens                                          20
   Section 6.6. Consolidated Tangible Net Worth                23
   Section 6.7. Funded Debt                                    23
   Section 6.8. Transfer of Property                           23
   Section 6.9. Subsidiary Debt                                26
   Section 6.10.ERISA                                          27
   Section 6.11.Line of Business                               28
   Section 6.12.Transactions with Affiliates                   28
   Section 6.13.Guaranties                                     28
   Section 6.14.Private Offering                               29
   Section 6.15.Restricted Payments                            29
   Section 6.16.Interest Charge Coverage Ratio                 29
   Section 6.17.Limitation on Investments                      29

Section 7.      Information as to Company                      30
   Section 7.1. Financial and Business Information             30
   Section 7.2. Officers' Certificates                         33
   Section 7.3. Permitted Affiliate Transactions               33
   Section 7.4. Accountants' Certificates                      34
   Section 7.5. Inspection                                     34

Section 8.      Events of Default                              34
   Section 8.1. Nature of Events                               34
   Section 8.2. Default Remedies                               36
   Section 8.3. Annulment of Acceleration of Notes             37

Section 9.      Interpretation of This Agreement               38
   Section 9.1. Terms Defined                                  38
   Section 9.2. Generally Accepted Accounting Principles       53
   Section 9.3. Directly or Indirectly                         54
   Section 9.4. Section Headings and Table of Contents
                 and Construction                              54
   Section 9.5. Governing Law                                  54

Section 10.     Miscellaneous                                  54
   Section 10.1.Communications                                 54
   Section 10.2.Confidentiality                                55
   Section 10.3.Reproduction of Documents                      56
   Section 10.4.Survival                                       56
   Section 10.5.Successors and Assigns                         57
   Section 10.6.Amendment and Waiver                           57
   Section 10.7.Payments on Notes                              58
   Section 10.8.Entire Agreement                               59
   Section 10.9.Duplicate Originals, Execution in Counterpart  59



Annex 1      -  Information as to Purchasers
Annex 2      -  Payment Instructions at Closing
Annex 3      -  Information as to Company
Annex 4      -  Summary of Terms of Permitted Affiliate Transactions
Exhibit A1   -  Form of 5.80% Senior Note, Series A, due September 30,2009
Exhibit A2   -  Form of 6.21% Senior Note, Series B, due September 30,2009
Exhibit A3   -  Form of 6.21% Senior Note, Series C, due September 30,2012
Exhibit A4   -  Form of 6.92% Senior Note, Series D, due September 30,2012
Exhibit B1   -  Form of Company General Counsel's Closing Opinion
Exhibit B2   -  Form of Company Special Counsel's Closing Opinion
Exhibit B3   -  Form of Special Counsel's Closing Opinion
Exhibit C    -  Form of Bresky Letter


                      Seaboard Corporation

                     Note Purchase Agreement


$32,500,000 5.80% Senior Notes, Series A, due September 30, 2009
$38,000,000 6.21% Senior Notes, Series B, due September 30, 2009
$7,500,000 6.21%  Senior Notes, Series C, due September 30, 2012
$31,000,000 6.92% Senior Notes, Series D, due September 30, 2012



                                   Dated as of September 30, 2002


To each of the  Purchasers
  Listed on Annex 1 hereto

Ladies and Gentlemen:

     Seaboard  Corporation  (together  with  its  successors  and
assigns,  the  "Company"), a Delaware corporation, hereby  agrees
with you as follows:

Section 1. Purchase and Sale of Notes.

Section  1.1. Issue of Notes.  The Company will  authorize  the
issue  and sale of (i) $32,500,000 5.80% Senior Notes, Series  A,
due  September 30, 2009 (the "Series A Notes"), (ii)  $38,000,000
6.21% Senior Notes, Series B, due September 30, 2009 (the "Series
B  Notes),  (iii) $7,500,000 6.21% Senior Notes,  Series  C,  due
September  30, 2012 (the "Series C Notes"), and (iv)  $31,000,000
6.92% Senior Notes, Series D, due September 30, 2012 (the "Series
D  Notes").  The Series A Notes, the Series B Notes, the Series C
Notes and the Series D Notes are herein collectively referred  to
as  the  "Notes," such term to include any such notes  issued  in
substitution  therefor pursuant to Section 5 of  this  Agreement.
The  Series A Notes, the Series B Notes, the Series C  Notes  and
the Series D Notes shall be substantially in the form set out  in
Exhibit  A1, Exhibit A2, Exhibit A3 and Exhibit A4, respectively,
with  such changes therefrom, if any, as may be approved  by  you
and the Company.

Section 1.2.  The Closing.

   (a)  Purchase and Sale of Notes.  The Company hereby agrees to
sell to you and you hereby agree to purchase from the Company, in
accordance  with  the provisions hereof, the aggregate  principal
amount  of  Notes set forth below your name on Annex 1 hereto  at
one hundred percent (100%) of the principal amount thereof.

    (b) The  Closing.   The  closing  (the  "Closing")  of  the
Company's  sale  of Notes will be held on October  8,  2002  (the
"Closing  Date")  at  9:00 a.m., local time,  at  the  office  of
Chapman  and  Cutler, your special counsel.  At the Closing,  the
Company will deliver to you one or more Notes (as set forth below
your  name on Annex 1 hereto), in the denominations indicated  on
Annex  1  hereto,  in  the  aggregate principal  amount  of  your
purchase, dated the Closing Date and payable to you or payable as
indicated  on  Annex 1 hereto, against payment by  federal  funds
wire  transfer  in immediately available funds  of  the  purchase
price thereof, as directed by the Company on Annex 2 hereto.

    (c) Other Purchasers.  Contemporaneously with the execution
and delivery hereof, the Company is entering into a separate Note
Purchase  Agreement identical (except for the name and  signature
of  the purchaser) hereto (this Agreement and such other separate
Note   Purchase  Agreements  collectively,  the  "Note   Purchase
Agreements")   with  each  other  purchaser   (each   an   "Other
Purchaser") listed on Annex 1 hereto, providing for the  sale  to
each  Other Purchaser of Notes in the aggregate principal  amount
set  forth below its name on such Annex.  The sales of the  Notes
to you and to each Other Purchaser are to be separate sales.

Section 1.3.  Purchaser Representations.

    (a) Purchase for Investment.  You represent  that  you  are
purchasing  the  Notes for your own account, for the  account  of
another for which you have sole investment discretion, or  for  a
trust account for which you are the trustee, and not with a  view
to or for sale in connection with any distribution thereof within
the  meaning of the Securities Act; provided, that you  have  the
right  to dispose of the Notes, or any part thereof, if you  deem
it  advisable to do so, either pursuant to a registration of  the
Notes  under  the Securities Act and other applicable  securities
acts  or pursuant to an applicable exemption from the requirement
of  such  registration.  It is understood  that,  in  making  the
representations set out in Section 2.14 hereof and  Section  2.15
hereof,  the  Company is relying, to the extent applicable,  upon
your representation as aforesaid.  You further represent that you
have   not  relied  upon  any  "margin  stock"  (as  defined   in
Section 2.18) as collateral for the Notes.

    (b) ERISA.  You represent, with respect to the  funds  with
which you are acquiring the Notes, and solely for the purpose  of
determining  whether such purchase is a "prohibited  transaction"
(as  provided for in Section 406 of ERISA or Section 4975 of  the
IRC) that at least one of the following statements is an accurate
representation as to each source of funds (a "Source") to be used
by  you to pay the purchase price of the Notes to be purchased by
you hereunder:

          (a)    the  Source  is  an "insurance  company  general
     account"   within  the  meaning  of  Department   of   Labor
     Prohibited  Transaction  Exemption  ("PTE")  95-60   (issued
     July  12,  1995)  and  there is no  employee  benefit  plan,
     treating  as a single plan all plans maintained by the  same
     employer or employee organization, with respect to which the
     amount  of the general account reserves and liabilities  for
     all contracts held by or on behalf of such plan, exceeds ten
     percent (10%) of the total reserves and liabilities of  such
     general  account (exclusive of separate account liabilities)
     plus surplus, as set forth in the NAIC Annual Statement  you
     most recently filed with your state of domicile; or

          (b)    the  Source  is either (i) an insurance  company
     pooled  separate  account, within the meaning  of  PTE  90-1
     (issued  January  29,  1990),  or  (ii)  a  bank  collective
     investment fund, within the meaning of the PTE 91-38 (issued
     July  12, 1991) and, except as you have disclosed in writing
     to  the Company, prior to the execution and delivery of this
     Agreement,  no  employee  benefit plan  or  group  of  plans
     maintained  by  the  same employer or employee  organization
     beneficially  owns more than 10% of all assets allocated  to
     such  pooled separate account or collective investment fund;
     or

          (c)    the  Source constitutes assets of an "investment
     fund"  (within the meaning of Part V of the QPAM  Exemption)
     managed  by  a  "qualified professional  asset  manager"  or
     "QPAM" (within the meaning of Part V of the QPAM Exemption),
     no  employee benefit plan's assets that are included in such
     investment fund, when combined with the assets of all  other
     employee benefit plans established or maintained by the same
     employer   or  by  an  affiliate  (within  the  meaning   of
     Section  V(c)(1) of the QPAM Exemption) of such employer  or
     by  the same employee organization and managed by such QPAM,
     exceed 20% of the total client assets managed by such  QPAM,
     the  conditions  of Part I(c) and (g) of the QPAM  Exemption
     are satisfied, neither the QPAM nor a person controlling  or
     controlled by the QPAM (applying the definition of "control"
     in  Section  V(e) of the QPAM Exemption) owns a 5%  or  more
     interest  in the Company and (i) the identity of  such  QPAM
     and  (ii)  the  names  of all employee benefit  plans  whose
     assets  are  included  in  such investment  fund  have  been
     disclosed  to  the  Company  in  writing  pursuant  to  this
     paragraph  (c) prior to the execution and delivery  of  this
     Agreement; or

          (d)    the Source is a governmental plan; or

          (e)    the Source is one or more employee benefit plans,
     or a separate account or trust fund comprised of one or more
     employee benefit plans, each of which prior to the execution
     and  delivery of this Agreement has been identified  to  the
     Company in writing pursuant to this paragraph (e); or

          (f)    the Source does not include assets of any employee
     benefit plan, other than a plan exempt from the coverage  of
     ERISA; or

          (g)    the  Source  is  an insurance  company  separate
     account  maintained  solely  in connection  with  the  fixed
     contractual obligations of the insurance company under which
     the  amounts  payable, or credited, to any employee  benefit
     plan  (or  its  related  trust) and to  any  participant  or
     beneficiary of such plan (including any annuitant)  are  not
     affected in any manner by the investment performance of  the
     separate account.

If  you or any subsequent transferee of the Notes indicates  that
you  or  any  such  transferee is relying on  any  representation
contained  in paragraph (b), (c) or (e) above, the Company  shall
deliver on the date of issuance of such Notes and on the date  of
any applicable transfer a certificate, which shall, to the extent
true, either state that (i) it is neither a party in interest nor
a  "disqualified person" (as defined in section 4975(e)(2) of the
IRC),   with   respect  to  any  plan  identified   pursuant   to
paragraphs  (b) or (e) above, or (ii) with respect to  any  plan,
identified  pursuant to paragraph (c) above, neither it  nor  any
"affiliate"  (as  defined in Section V(c) of the QPAM  Exemption)
has  at such time, and during the immediately preceding one year,
exercised  the  authority to appoint or terminate  said  QPAM  as
manager   of   any  plan  identified  in  writing   pursuant   to
paragraph  (c)  above or to negotiate the terms  of  said  QPAM's
management agreement on behalf of any such identified  plan.   As
used  in this Section 1.3(b), the terms "employee benefit  plan",
"governmental  plan", "party in interest" and "separate  account"
shall  have  the respective meanings assigned to  such  terms  in
Section 3 of ERISA.

Section  1.4. Expenses.  Whether or not the Notes are sold,  the
Company  shall  pay, at the Closing (if the Notes are  sold,  and
otherwise upon receipt of any statement or invoice therefor), the
statement  presented at the Closing by your special  counsel  for
reasonable   fees  and  disbursements  incurred   in   connection
herewith,  each  additional statement  for  reasonable  fees  and
disbursements  (promptly upon receipt thereof)  of  your  special
counsel  rendered  after  the  Closing  in  connection  with  the
issuance  of  the Notes, and all expenses incurred  in  complying
with  each  of the conditions to closing set forth in  Section  3
hereof.

Section 2. Warranties and Representations.

     To  induce you to enter into this Agreement and to  purchase
the  Notes listed on Annex 1 hereto below your name, the  Company
warrants and represents, as of the Closing Date, as follows:

Section 2.1.  Nature  of  Business.   The  Private   Placement
Memorandum  (together with all exhibits and annexes thereto,  the
"Placement Memorandum"), dated July 2002, and prepared by Banc of
America  Securities  LLC  (a copy of which  previously  has  been
delivered to you), correctly describes the general nature of  the
business  and  principal  Properties  of  the  Company  and   the
Subsidiaries as of the Closing Date.

Section 2.2.  Financial  Statements;  Indebtedness;   Material
Adverse Change.

   (a)    Financial Statements.  The Company has provided you with
the  financial  statements described in Part 2.2(a)  of  Annex  3
hereto.  Except as otherwise noted in the Placement Memorandum or
in  Part  2.2(a) of Annex 3 hereto and subject to year-end  audit
and  adjustment  and  the lack of footnotes  for  such  financial
statements which have not been audited, such financial statements
have   been  prepared  in  accordance  with  generally   accepted
accounting  principles consistently applied, and present  fairly,
in  all material respects, the consolidated financial position of
the  Company and its consolidated subsidiaries as of  such  dates
and  the  results  of their operations and cash  flows  for  such
periods.

   (b)    Indebtedness.  Part 2.2(b) of Annex 3 hereto lists  all
Indebtedness of the Company and the Subsidiaries as of  June  29,
2002, and provides the following information with respect to each
item of such Indebtedness:  the obligor, the holder thereof,  the
outstanding  amount,  the  current portion,  and  the  collateral
securing such Indebtedness, if any.  The Company has not incurred
any  additional Indebtedness from and after June 29, 2002 to  and
including the Closing Date.

   (c)    Material Adverse Change.  Since December 31, 2001 there
has   been   no  change  in  the  business,  prospects,  profits,
Properties  or condition (financial or otherwise) of the  Company
or  any of the Subsidiaries except changes in the ordinary course
of  business  that, in the aggregate for all such changes,  could
not reasonably be expected to have a Material Adverse Effect.

Section  2.3.  Subsidiaries and Affiliates.  Part 2.3 of Annex  3
hereto states

          (a)    the  name  of  each  of  the  Subsidiaries,  its
     jurisdiction  of  incorporation and the  percentage  of  its
     Voting Stock owned by the Company and each other Subsidiary,
     and identifies each Material Subsidiary, and

          (b)    the  name of each Affiliate (other than  natural
     persons  who  are  Affiliates solely as a  result  of  their
     membership in the families of officers or directors) and the
     nature of the affiliation.

Each  of the Company and the Subsidiaries has good and marketable
title  to  all of the shares it purports to own of the  stock  of
each  Subsidiary, free and clear in each case of any  Lien.   All
such  shares  have  been  duly issued  and  are  fully  paid  and
nonassessable.

Section  2.4.  Title to Properties.  (a) Each of the Company  and
the  Subsidiaries has good title to all of the Property reflected
in  the  most  recent balance sheet referred to  in  Section  2.2
hereof  (except as sold or otherwise disposed of in the  ordinary
course of business), except for such failures to have good  title
as  are immaterial to such financial statements and that, in  the
aggregate for all such failures, could not reasonably be expected
to  have  a Material Adverse Effect.  All such Property  is  free
from Liens not permitted by Section 6.5 hereof.

          (b)    Each of the Company and the Subsidiaries owns,
possesses or  has  the right to use all of the patents, trademarks,
service marks, trade names, copyrights, licenses, and rights with
respect thereto,  necessary for the present and currently planned
future conduct of its business, without any known conflict with the
rights  of  others, except for such failures to own, possess,  or
have  the  right  to  use, that, in the aggregate  for  all  such
failures,  could  not reasonably be expected to have  a  Material
Adverse Effect.

Section 2.5.  Taxes.

          (a)    Returns Filed; Taxes Paid. (i) All tax returns
required to be filed by the Company and each Subsidiary and any
other Person with which the Company or any Subsidiary files or has
filed  a consolidated return in any jurisdiction have been  filed
on  a  timely basis, and all taxes, assessments, fees  and  other
governmental  charges upon each of the Company,  such  Subsidiary
and any such Person, and upon any of their respective Properties,
income  or  franchises, that are due and payable have been  paid,
except for such tax returns and such tax payments that could not,
in   the  aggregate  for  all  such  tax  returns  and  payments,
reasonably be expected to have a Material Adverse Effect.

          (ii)   All liabilities of each of the Company, the
Subsidiaries and the other Persons referred to in Section 2.5(a)
(i) hereof with respect to federal income taxes have been finally
determined except for the fiscal years 1994 through 2001, the only
years not closed  by  the completion of an audit or the expiration
of the statute of limitations.

          (b)    Book Provisions Adequate. (i) The amount  of  the
liability for taxes reflected in each of the consolidated balance
sheets  referred  to in Section 2.2 hereof is  in  each  case  an
adequate  provision  for taxes as of the dates  of  such  balance
sheets  (including, without limitation, any payment due  pursuant
to any tax sharing agreement) as are or may become payable by any
one  or  more  of the Company and the other Persons  consolidated
with  the Company in such financial statements in respect of  all
tax periods ending on or prior to such dates.

          (ii)   The Company does not know of any proposed additional
tax assessment against it or any such Person that is not reflected in
full in the most recent balance sheet referred to in Section  2.2
hereof.

Section  2.6.  Pending Litigation.  (a) There are no proceedings,
actions  or  investigations pending or, to the knowledge  of  the
Company,  threatened  against or affecting  the  Company  or  any
Subsidiary  in any court or before any Governmental Authority  or
arbitration board or tribunal that, in the aggregate for all such
proceedings,  actions  and investigations,  could  reasonably  be
expected to have a Material Adverse Effect.

          (b)    Neither the Company nor any Subsidiary is in default
with respect to any judgment, order, writ, injunction or decree of any
court,  Governmental  Authority, arbitration  board  or  tribunal
that, in the aggregate for all such defaults, could reasonably be
expected to have a Material Adverse Effect.

Section 2.7.   Full Disclosure.  The financial statements referred
to  in  Section  2.2 hereof do not, nor does this Agreement,  the
Placement Memorandum or any written statement furnished by or  on
behalf  of  the Company to you in connection with the negotiation
or  the  closing  of  the sale of the Notes  contain  any  untrue
statement of a material fact or omit a material fact necessary to
make  the statements contained therein and herein not misleading.
There  is  no fact that the Company has not disclosed to  you  in
writing that has had or, so far as the Company can now reasonably
foresee, could reasonably be expected to have, a Material Adverse
Effect.

Section 2.8.   Corporate Organization and Authority.  Each of  the
Company and the Material Subsidiaries

          (a)    is a corporation or other entity duly organized,
     validly existing and in good standing under the laws of  its
     jurisdiction of organization,

          (b)    has  all legal and corporate or other power  and
     authority to own and operate its Properties and to carry  on
     its  business as now conducted and as presently proposed  to
     be conducted,

          (c)    has   all  licenses,  certificates,   permits,
     franchises  and other governmental authorizations  necessary
     to  own  and  operate its Properties and  to  carry  on  its
     business  as now conducted and as presently proposed  to  be
     conducted,  except where the failure to have such  licenses,
     certificates  and permits, franchises and other governmental
     authorizations,  in  the aggregate for  all  such  failures,
     could  not reasonably be expected to have a Material Adverse
     Effect, and

          (d)    has duly qualified or has been duly licensed, and
     is  authorized to do business and is in good standing, as  a
     foreign  corporation or other entity, in each state  in  the
     United  States  of  America and in each  other  jurisdiction
     where  the  failure  to  be  so qualified  or  licensed  and
     authorized  and in good standing, in the aggregate  for  all
     such  failures,  could  reasonably be  expected  to  have  a
     Material Adverse Effect.

Section 2.9.   Charter Instruments, Other Agreements.  Neither the
Company nor any Subsidiary is in violation in any respect of  any
term of any charter instrument or bylaw.

     Neither  the  Company nor any Subsidiary is in violation  in
any  respect of any term in any agreement or other instrument  to
which it is a party or by which it or any of its Property may  be
bound  except for such violations that, in the aggregate for  all
such  failures,  could  not reasonably  be  expected  to  have  a
Material Adverse Effect.

Section  2.10. Restrictions on Company and Subsidiaries.  Neither
the Company nor any Subsidiary:

          (a)    is  a  party  to any contract or  agreement,  or
     subject to any charter or other corporate restriction  that,
     in   the  aggregate  for  all  such  contracts,  agreements,
     charters  and  corporate restrictions, could  reasonably  be
     expected to have a Material Adverse Effect;

          (b)    is  a  party to any contract or  agreement  that
     restricts the right or ability of such corporation to  incur
     Indebtedness,  other than this Agreement and the  agreements
     listed  in  Part  2.10  of Annex 3  hereto,  none  of  which
     restricts  the  issuance  and  sale  of  the  Notes  or  the
     performance of the Company hereunder or under the Notes, and
     true, correct and complete copies of each of which have been
     provided to you; and

          (c)    has agreed or consented to cause or permit in the
     future  (upon  the happening of a contingency or  otherwise)
     any   of  its  Property,  whether  now  owned  or  hereafter
     acquired,  to  be  subject  to  a  Lien  not  permitted   by
     Section 6.5 hereof.

Section  2.11. Compliance with Law.  Neither the Company nor  any
Subsidiary  is  in violation of any law, ordinance,  governmental
rule  or regulation to which it is subject, which violations,  in
the  aggregate, could reasonably be expected to have  a  Material
Adverse Effect.

Section 2.12. ERISA.

          (a)    Prohibited Transactions. Neither the execution of
this Agreement nor the purchase of the Notes by you will constitute
a "prohibited transaction" (as such term is defined in section  406
of ERISA or section 4975 of the IRC).  The representation by the
Company  in the preceding sentence is made in reliance  upon  and
subject to the accuracy of the representations in Section  1.3(b)
hereof as to the source of funds used by you.

          (b)    Pension Plans.

              (i)   Compliance with ERISA.   The Company and the ERISA
          Affiliates  are  in compliance with ERISA, except  for  such
          failures  to  comply  that, in the aggregate  for  all  such
          failures,  could  not  reasonably  be  expected  to  have  a
          Material Adverse Effect.

             (ii)   Funding Status.  No accumulated funding deficiency
          (as  defined in section 302 of ERISA and section 412 of  the
          IRC),  whether  or not waived, exists with  respect  to  any
          Pension Plan.

            (iii)   PBGC.  No liability to the PBGC has been  or  is
          expected  to  be  incurred  by  the  Company  or  any  ERISA
          Affiliate   with   respect  to  any   Pension   Plan   that,
          individually  or  in  the  aggregate,  could  reasonably  be
          expected to have a Material Adverse Effect.  No circumstance
          exists that constitutes grounds under section 4042 of  ERISA
          entitling the PBGC to institute proceedings to terminate, or
          appoint  a trustee to administer, any Pension Plan or  trust
          created  thereunder,  nor has the PBGC instituted  any  such
          proceeding.

             (iv)   Multiemployer Plans.  Neither the Company nor any
          ERISA  Affiliate has incurred or presently expects to  incur
          any  withdrawal  liability under  Title  IV  of  ERISA  with
          respect  to  any  Multiemployer Plan.  There  have  been  no
          "reportable events" (as such term is defined in section 4043
          of  ERISA) with respect to any Multiemployer Plan that could
          result  in  the termination of such Multiemployer  Plan  and
          give  rise  to  a  liability of the  Company  or  any  ERISA
          Affiliate in respect thereof.

              (v)   Foreign  Pension Plan.  Except as  disclosed  on
          Part  2.12(b)(v)  of  Annex  3, the  present  value  of  all
          benefits  vested under each Foreign Pension Plan, determined
          as  of  the  most recent valuation date in respect  thereof,
          does  not  exceed  the value of the assets of  such  Foreign
          Pension  Plan, and all required payments in respect  of  the
          funding of such Foreign Pension Plan have been made.

Section 2.13. Environmental Compliance.

          (a)    Compliance.  Each of the Company and the Subsidiaries is
in compliance with all Environmental Protection Laws in effect in
each  jurisdiction where it is currently doing  business  and  in
which  the  failure so to comply, in the aggregate for  all  such
failures, could reasonably be expected to have a Material Adverse
Effect.

          (b)    Liability.  Neither the Company nor any  Subsidiary  is
subject to any liability under any Environmental Protection  Laws
that, in the aggregate for all such liabilities, could reasonably
be expected to have a Material Adverse Effect.

          (c)    Notices.   Neither the Company nor any  Subsidiary  has
received any

              (i)   otice from any Governmental Authority by  which
           any   of   its  currently  or  previously  owned  or  leased
           Properties  has  been  identified  in  any  manner  by   any
           Governmental Authority as a hazardous substance disposal  or
           removal  site, "Super Fund" clean-up site, or candidate  for
           removal  or closure pursuant to any Environmental Protection
           Law,

             (ii)   notice of any Lien arising under or in connection
           with  any Environmental Protection Law that has attached  to
           any  revenues of, or to, any of its currently or  previously
           owned or leased Properties, or

            (iii)   any  communication, written or  oral,  from  any
           Governmental Authority concerning action or omission by  the
           Company  or such Subsidiary in connection with its currently
           or  previously owned or leased Properties resulting  in  the
           release  of  any  hazardous  substance  resulting   in   any
           violation of any Environmental Protection Law,

in  each case where the effect of which, in the aggregate for all
such notices and communications, could reasonably be expected  to
have a Material Adverse Effect.

Section  2.14. Sale of Notes Is Legal and Authorized; Obligations
Are Enforceable.

          (a)    Sale  of Notes is Legal and Authorized. Each of the
issuance,  sale  and delivery of the Notes by  the  Company,  the
execution  and  delivery hereof by the Company and compliance  by
the Company with all of the provisions hereof and of the Notes:

              (i)   is within the corporate powers of the Company; and

             (ii)   is legal and does not conflict with, result in any
          breach  of  any of the provisions of, constitute  a  default
          under,  or  result  in the creation of  any  Lien  upon  any
          Property  of  the  Company  or  any  Subsidiary  under   the
          provisions of, any agreement, charter instrument,  bylaw  or
          other  instrument to which it is a party or by which  it  or
          any of its Property may be bound.

          (b)    Obligations are Enforceable.  Each of this Agreement and
the Notes has been duly authorized by all necessary action on the
part  of  the  Company, has been executed and delivered  by  duly
authorized  officers  of the Company, and  constitutes  a  legal,
valid  and  binding  obligation of the  Company,  enforceable  in
accordance with its terms, except that the enforceability  hereof
and of the Notes may be:

              (i)   limited by applicable bankruptcy, reorganization,
          arrangement, insolvency, moratorium, or other similar  laws
          affecting the enforceability of creditors' rights generally;
          and

             (ii)   subject to the availability of equitable remedies.

Section 2.15. Governmental Consent to Sale of Notes.  Neither the
nature  of  the Company nor any Subsidiary, or of  any  of  their
respective businesses or Properties, nor any relationship between
the  Company  or  any Subsidiary and any other  Person,  nor  any
circumstance  in  connection with the offer,  issuance,  sale  or
delivery  of  the  Notes and the execution and delivery  of  this
Agreement,  is  such  as  to  require  a  consent,  approval   or
authorization of, or filing, registration or qualification  with,
any  Governmental  Authority on the part  of  the  Company  as  a
condition to the execution and delivery of this Agreement or  the
offer, issuance, sale or delivery of the Notes.  Subject to  Part
2.15  of  Annex  III, neither the Company nor any  Subsidiary  is
subject to regulation under the Investment Company Act of 1940 as
amended,  the  Public  Utility Holding Company  Act  of  1935  as
amended or the Federal Power Act as amended.

Section 2.16. No Defaults under Notes.  No event has occurred and
no condition exists that, upon the execution and delivery of this
Agreement  and the issuance and sale of the Note would constitute
a Default or an Event of Default.

Section 2.17. Private Offering of Notes.  Neither the Company nor
Banc  America  Securities  LLC (the  only  Person  authorized  or
employed by the Company as agent, broker, dealer or otherwise  in
connection with the offering or sale of the Notes or any  similar
Security of the Company, other than employees of the Company) has
offered  any of the Notes or any similar Security of the  Company
for  sale  to,  or solicited offers to buy any thereof  from,  or
otherwise approached or negotiated with respect thereto with, any
prospective  purchaser, other than you, the Other Purchasers  and
40 other institutional investors, each of whom was offered all or
a portion of the Notes at private sale for investment.

Section 2.18. Use of Proceeds of Notes.

          (a)    Use of Proceeds. The Company shall use the proceeds  of
the  sale of the  Notes as set forth on Part 2.18  of  Annex  3
hereto.

          (b)    Margin Securities. None of the transactions
contemplated herein  and in the Notes (including, without limitation,
the use of the proceeds from the sale of the Notes) violates, will
violate  or  will  result in a violation  of  section  7  of  the
Exchange   Act,  or  any  regulations  issued  pursuant  thereto,
including,  without limitation, Regulation U,  Regulation  T  and
Regulation  X  of  the Board of Governors of the Federal  Reserve
System,  12  C.F.R.,  Chapter 11. Neither  the  Company  nor  any
Subsidiary,  with the proceeds of the sale of the Notes,  intends
to  carry or purchase, or refinance borrowings that were used  to
carry  or  purchase,  any  "margin stock"  (as  defined  by  said
Regulation  U), including margin stock originally issued  by  the
Company  or  any  Subsidiary, which "margin stock,"  directly  or
indirectly (as defined by said Regulation U), secures the Notes.

          (c)    Absence of Foreign or Enemy Status. Neither the
sale of the Notes nor the use of proceeds from the sale thereof will
result  in  a  violation  of any of the  foreign  assets  control
regulations  of  the United States Treasury Department  (31  CFR,
Subtitle  B,  Chapter  V,  as  amended),  or  any  ruling  issued
thereunder or any enabling legislation or Presidential  Executive
Order  in connection therewith or Executive Order No. 13,224,  66
Fed.  Reg. 49,079 (September 24, 2001) (Executive Order  Blocking
Property  and Prohibiting Transactions with Persons  Who  Commit,
Threaten, or Support Terrorism).

Section 3. Closing Conditions.

     Your  obligation  to purchase and pay for the  Notes  to  be
delivered  to  you  at the Closing is subject to  the  conditions
precedent  set  forth  in this Section 3.   The  failure  of  the
Company to satisfy such conditions shall not operate to waive any
of your rights against the Company.

Section  3.1.   Opinions  of Counsel.  You  shall  have  received
opinions from

          (a)    (i)  David M. Becker, Esq., Vice President  and
     General  Counsel of the Company, substantially in  the  form
     set  forth  in  Exhibit B1 hereto and  covering  such  other
     matters incident to the transactions contemplated hereby  as
     you may reasonably request (and the Company hereby instructs
     its  General  Counsel to deliver such opinion to  you),  and
     (ii)   Ober,   Kaler,  Grimes  &  Shriver,  a   Professional
     Corporation,  special  New  York  counsel  to  the  Company,
     substantially in the form set forth in Exhibit B2 hereto and
     covering  such  other matters incident to  the  transactions
     contemplated hereby as you may reasonably request  (and  the
     Company  hereby  instructs  such  counsel  to  deliver  such
     opinion to you), and

          (b)    Chapman  and  Cutler,  your  special  counsel,
     substantially in the form set forth in Exhibit B3 hereto and
     covering  such other matters as you may reasonably  request,
     each dated as of the Closing Date.

Section   3.2.    Warranties  and  Representations   True.    The
warranties  and  representations contained in  Section  2  hereof
shall  be true on the Closing Date with the same effect as though
made on and as of that date.

Section  3.3.  Performance; No Default.  The Company  shall  have
performed   and  complied  with  all  agreements  and  conditions
contained in this Agreement required to be performed or  complied
with  by the Company prior to or at the Closing, and after giving
effect to the issue and sale of the Notes (and the application of
the proceeds thereof as contemplated by Section 2.18), no Default
or  Event  of  Default  shall have occurred  and  be  continuing.
Neither  the  Company nor any Subsidiary shall have entered  into
any  transaction since the date of the Placement Memorandum  that
would  have been prohibited by Section 6 hereof had such  Section
applied since such date.

Section 3.4.  Officers' Certificates.  You shall have received

          (a)    Officer's Certificate of the Company. The Company
shall have delivered to you a certificate signed by a Senior Officer
dated  the  date  of the Closing, certifying that the  conditions
specified in Sections 3.2 and 3.3 have been fulfilled.

          (b)    Secretary's Certificate of the Company. The Company
shall  have delivered to you a certificate certifying as  to  the
resolutions  attached  thereto and  other  corporate  proceedings
relating  to  the  authorization, execution and delivery  of  the
Notes and this Agreement.

Section  3.5.   Legality.  The Notes shall on  the  Closing  Date
qualify  as a legal investment for you under applicable insurance
law  (without regard to any "basket" or "leeway" provisions), and
you  shall  have  received such evidence as  you  may  reasonably
request to establish compliance with this condition.

Section  3.6.  Private Placement Number.  The Company shall  have
obtained or caused to be obtained a private placement number  for
the  Notes  from  the CUSIP Service Bureau of Standard  &  Poor's
Corporation  and  you shall have been informed  of  such  private
placement number.

Section  3.7.  Expenses.  All fees and disbursements required  to
be  paid  pursuant to Section 1.4 hereof shall have been paid  in
full.

Section  3.8.   Other Purchasers.  None of the  Other  Purchasers
shall  have  failed  to  execute  and  deliver  a  Note  Purchase
Agreement or to accept delivery of or make payment for the  Notes
to be purchased by it on the Closing Date.

Section  3.9.   Bresky Letter.  H. Harry Bresky,  Seaboard  Flour
Corporation and the Company shall have executed and delivered  to
each of you a letter in substantially the form attached hereto as
Exhibit C.

Section 3.10. Proceedings Satisfactory.  All proceedings taken in
connection  with  the  issuance and sale of  the  Notes  and  all
documents  and  papers relating thereto shall be satisfactory  to
you  and your special counsel. You and your special counsel shall
have  received copies of such documents and papers as you or they
may  reasonably request in connection therewith or in  connection
with  your  special counsel's closing opinion, all  in  form  and
substance satisfactory to you and your special counsel.

Section 4. Principal Payments.

Section 4.1.  Required Prepayments.

          (a)    On September 30, 2005 and on each September 30
thereafter to and including September 30, 2008, the Company will
prepay $6,500,000 principal amount (or such lesser principal amount
as shall then be outstanding) of the Series A Notes  at  par  and
without payment of the Make-Whole Amount or any premium, provided
that  any  partial prepayment of the Series A Notes  pursuant  to
Section 4.2 shall be deemed to be applied first, to the amount of
principal  scheduled to remain unpaid on September 30, 2009,  and
then  to  the remaining scheduled principal payments  in  inverse
chronological order.  The entire unpaid principal amount  of  the
Series  A  Notes  shall become due and payable on  September  30,
2009.

     Upon  any  partial prepayment of the Series A Notes pursuant
to  Section  4.4 or 4.7 or any purchase of less than all  of  the
Series A Notes permitted by Section 4.6, the principal amount  of
each required prepayment of the Series A Notes becoming due under
paragraph (a) of this Section 4.1 on and after the date  of  such
prepayment or purchase shall be reduced in the same proportion as
the  aggregate unpaid principal amount of the Series A  Notes  is
reduced as a result of such prepayment or purchase.

          (b)    No prepayment of the principal of the Series B
Notes is required prior to its maturity. The entire principal of
the Series B Notes remaining outstanding on September  30, 2009,
together  with  interest accrued thereon  shall  become  due  and
payable on September 30, 2009.

          (c)     On September 30, 2006 and on each September 30
thereafter to and including September 30, 2011, the Company will
prepay $1,071,428 principal amount (or such lesser principal amount
as shall then be outstanding) of the Series C Notes  at  par  and
without payment of the Make-Whole Amount or any premium, provided
that  any  partial prepayment of the Series C Notes  pursuant  to
Section 4.2 shall be deemed to be applied first, to the amount of
principal  scheduled to remain unpaid on September 30, 2012,  and
then  to  the remaining scheduled principal payments  in  inverse
chronological order.  The entire unpaid principal amount  of  the
Series  C  Notes  shall become due and payable on  September  30,
2012.

      Upon  any partial prepayment of the Series C Notes pursuant
to  Section  4.4 or 4.7 or any purchase of less than all  of  the
Series C Notes permitted by Section 4.6, the principal amount  of
each required prepayment of the Series C Notes becoming due under
paragraph (c) of this Section 4.1 on and after the date  of  such
prepayment or purchase shall be reduced in the same proportion as
the  aggregate unpaid principal amount of the Series C  Notes  is
reduced as a result of such prepayment or purchase.

          (d)     No prepayment of the principal of the Series D
Notes is required  prior  to its maturity.  The entire  principal
of the Series D Notes remaining outstanding on September 30,  2012,
together  with  interest accrued thereon  shall  become  due  and
payable on September 30, 2012.

Section 4.2.  Optional Prepayments.

          (a)    Optional  Prepayments. The Company may prepay the
principal  amount of the Notes in whole or in part, at any  time,
in  multiples of Ten Million Dollars ($10,000,000)  (or,  if  the
aggregate outstanding principal amount of the Notes is less  than
Ten  Million  Dollars  ($10,000,000)  at  such  time,  then  such
principal amount), together with

              (i)   an amount equal to the Make-Whole Amount due at
          such  time  in respect of the principal amount of the  Notes
          being so prepaid, and

             (ii)   interest  on  such principal amount  then  being
          prepaid accrued to the prepayment date.

          (b)    Notice of Optional Prepayment. The Company will give
notice of any optional prepayment of the Notes to each holder  of
Notes not less than thirty (30) days or more than sixty (60) days
before the date fixed for prepayment, specifying:

              (i)   such prepayment date;

             (ii)   the Section hereof under which the prepayment  is
          to be made;

            (iii)   the principal amount of each Note to be prepaid on
          such date;

             (iv)   the interest to be paid on each such Note, accrued
          to the date fixed for payment; and

              (v)   the  calculation (with details) of an  estimated
          Make-Whole  Amount, if any, (calculated as if  the  date  of
          such  notice  was the date of prepayment) due in  connection
          with such prepayment.

Notice   of  prepayment  having  been  so  given,  the  aggregate
principal  amount  of the Notes to be prepaid specified  in  such
notice,  together with the Make-Whole Amount as of the  specified
prepayment  date  with  respect  thereto,  if  any,  and  accrued
interest  thereon shall become due and payable on  the  specified
prepayment  date. Two (2) Business Days prior to  the  making  of
such  prepayment,  the Company shall deliver to  each  holder  of
Notes  by  facsimile  transmission  a  certificate  of  a  Senior
Financial  Officer specifying the details of the  calculation  of
such Make-Whole Amount as of the specified prepayment date.

Section 4.3.  Prepayments Among Noteholders.  If at the time  any
prepayment of the principal of the Notes made pursuant to Section
4.2  hereof  is due there is more than one Note outstanding,  the
aggregate principal amount of each optional partial prepayment of
the  Notes shall be allocated among the holders of the  Notes  of
all   series  at  the  time  outstanding  in  proportion  to  the
respective   unpaid   principal  amounts  of   the   Notes   then
outstanding.

Section 4.4.  Special Prepayments.

     Prepayments  of the Notes.  The Company may,  in  connection
with  any  Transfer permitted to occur pursuant  to  Section  6.8
hereof,  make  one offer to prepay the Notes in  connection  with
each   such   Transfer,  provided  that  each  of  the  following
conditions shall be satisfied in respect thereof:

          (a)    The  aggregate amount of the offer (the "Offered
     Prepayment  Amount") shall be greater than or equal  to  the
     Net  Transfer Proceeds of such Transfer not previously  used
     or  intended to be used by the Company in connection with  a
     Reinvested Transfer pursuant to Section 6.8(e) with  respect
     to such Transfer or otherwise allocated to Section 6.8(b) by
     the Company.

          (b)    The Company shall irrevocably offer such Offered
     Prepayment Amount in a writing delivered to each  holder  of
     Notes  not  more  than three hundred sixty-five  (365)  days
     after  the  date  of  the  substantial  completion  of  such
     Transfer  (the  "Transfer Date") for the prepayment  of  the
     Notes  (together  with any Make-Whole  Amount  and  interest
     accrued and unpaid thereon).  Such written offer will  refer
     to  this  Section 4.4, will briefly describe such  Transfer,
     will   specify  the  date  fixed  for  the  making  of  such
     prepayment  (which shall not be less than thirty  (30)  days
     after, nor more than sixty (60) days after, the last day  on
     which  such prepayment is offered), and the amount  of  such
     Offered  Prepayment Amount, in the aggregate and in  respect
     of   each   holder  of  Notes,  and  will  provide  detailed
     calculation  supporting the foregoing.   The  Company  shall
     deliver such written notice a second time ten days after the
     original  sending of such notice to each holder  of  a  Note
     which  has  not accepted or rejected such Offered Prepayment
     within ten (10) days of the original sending of such notice,
     and  confirm  receipt by telephone call  to  the  recipient.
     Each  holder of a Note which does not reject such  offer  in
     writing  within thirty (30) days of the original sending  of
     such notice shall be deemed to have accepted such offer.

          (c)    The Company shall pay to each holder of  a  Note
     which  shall have accepted such offer such holder's  ratable
     share  of the Offered Prepayment Amount (such ratable amount
     being  determined  on  the basis of the aggregate  principal
     amount  of all Notes outstanding the holders of which  shall
     have accepted such offer); to the extent that any portion of
     the Offered Prepayment Amount shall not be so used, it shall
     be  entitled  to  be retained and used by  the  Company  for
     whatever purposes it may elect and such ratable share  shall
     be  applied to the principal of each such Note.  The Company
     shall,  in  addition, pay all interest  on  each  such  Note
     accrued  to the date of payment, and the Make-Whole  Amount,
     if any, due in respect of such payment.

          (d)    The payment of such Offered Prepayment Amount  to
     the  holders of Notes which shall have accepted  such  offer
     shall  be  made on the date specified in the notice required
     by  Section  4.4(b) hereof (or if such day shall  not  be  a
     Business Day, on the Business Day most nearly preceding such
     date).  The  Company  will comply with the  requirements  of
     Section 4.2(b) hereof with respect to such prepayment.

Section  4.5.  Notation of Notes on Prepayment.  Upon any partial
prepayment of a Note, the holder of such Note may (but shall  not
be required to), at its option,

          (a)    surrender such Note to the Company  pursuant  to
     Section 5.2 hereof in exchange for a new Note in a principal
     amount equal to the principal amount remaining unpaid on the
     surrendered Note,

          (b)    make  such  Note available to  the  Company  for
     notation thereon of the portion of the principal so prepaid,
     or

          (c)    mark  such Note with a notation thereon  of  the
     portion of the principal so prepaid.

In  case the entire principal amount of any Note is prepaid, such
Note  shall  be  surrendered to the Company for cancellation  and
shall  not  be reissued, and no Note shall be issued in  lieu  of
the prepaid principal amount of any Note.

Section 4.6.  No Other Prepayments; Acquisition of Notes.  Except
for  prepayments  made in accordance with  this  Section  4,  the
Company  may not make any prepayment of principal in  respect  of
the  Notes.   The  Company  will not,  nor  will  it  permit  any
Subsidiary  or any Affiliate to, directly or indirectly,  acquire
or make any offer to acquire any Notes unless the Company or such
Subsidiary or Affiliate shall have offered to acquire Notes,  pro
rata, from all holders of the Notes upon the same terms.  In case
the  Company  acquires any Notes, such Notes will  thereafter  be
cancelled and no Notes will be issued in substitution therefor.

Section  4.7.   Letter Agreement Prepayments.  The  Company  will
from  time to time make such offer or offers to prepay the  Notes
(and  will  prepay such Notes to the extent that  the  holder  or
holders  thereof accept such offer or offers), in  each  case  as
provided  for in that certain Letter Agreement dated the  Closing
Date  among  the  Company, the Purchasers, Harry Bresky  and  the
Parent Corporation.

Section 5. Registration; Exchange; Substitution of Notes.

Section  5.1.  Registration of Notes.  The Company will  keep  at
its office, maintained pursuant to Section 6.3 hereof, a register
for the registration and transfer of Notes.  The name and address
of  each  holder of one or more Notes, each transfer thereof  and
the  name  and  address of each transferee of one or  more  Notes
shall  be registered in such register.  The Person in whose  name
any  Note shall be registered shall be deemed and treated as  the
owner and holder thereof for ail purposes hereof, and the Company
shall not be affected by any notice or knowledge to the contrary.

Section 5.2.  Exchange of Notes.

          (a)    Exchange of Notes. Upon surrender of any Note at
the office of the Company maintained pursuant to Section 6.3
hereof duly endorsed or accompanied by a written instrument of
transfer duly executed by the registered holder of such Note or
such holder's attorney duly authorized in writing, the Company will
execute and deliver, at the Company's expense (except as provided
below), new Notes in exchange therefor, in an aggregate principal
amount  equal  to the unpaid principal amount of the  surrendered
Note. Each such new Note shall be payable to such Person as  such
holder  may  request and shall be substantially in  the  form  of
Exhibit  A  hereto.  Each such new Note shall be dated  and  bear
interest from the date to which interest shall have been paid  on
the surrendered Note or dated the date of the surrendered Note if
no  interest  shall  have  been paid thereon.   The  Company  may
require  payment of a sum sufficient to cover any  stamp  tax  or
governmental  charge imposed in respect of any such  transfer  of
Notes.  Notes shall not be transferred in denominations  of  less
than  Two  Hundred Thousand Dollars ($200,000)  provided  that  a
holder  of  Notes  may  transfer  its  entire  holding  of  Notes
regardless  of the principal amount of such holder's  Notes.  Any
transferee,  by its acceptance of a Note registered in  its  name
(or  the  name of its nominee), shall be deemed to have made  the
representations set forth in Section 1.3.

          (b)    Costs. The Company will pay the cost of delivering
to or from such holder's home office or custodian bank from or to
the Company, insured to the reasonable satisfaction of such holder,
the  surrendered  Note  and any Note issued  in  substitution  or
replacement for the surrendered Note.

          (c)    Actions of Noteholder. Each holder of Notes agrees
that in the event it shall sell  or  transfer  any  Note  without
surrendering  such Note to the Company as set  forth  in  Section
5.2(a) hereof, it shall

              (i)   prior to the delivery of such Note make a notation
          thereon  of all principal, if any, prepaid on such Note  and
          shall also indicate thereon the date to which interest shall
          have been paid on such Note, and

             (ii)   promptly  notify the Company  of  the  name  and
          address  of  the transferee of any such Note so  transferred
          and the effective date of such transfer.

          (d)    Compliance with Securities Laws. Each holder  of  Notes
agrees  that each sale or transfer of Notes made by it  shall  be
made in compliance with all applicable securities laws.

Section  5.3.  Replacement of Notes.  Upon receipt by the Company
of evidence reasonably satisfactory to it of the ownership of and
the  loss,  theft, destruction or mutilation of any  Note  (which
evidence  shall  be,  in  the case of an institutional  investor,
notice from such institutional investor of such ownership (or  of
ownership  by  such  institutional investor's nominee)  and  such
loss, theft, destruction or mutilation), and

          (a)    in  the  case of loss, theft or destruction,  of
     indemnity  reasonably satisfactory to the Company  (provided
     that if the holder of such Note is an institutional investor
     or a nominee of an institutional investor, such holder's own
     unsecured  agreement  of indemnity shall  be  deemed  to  be
     satisfactory), or

          (b)    in  the  case of mutilation, upon surrender  and
     cancellation thereof,

     the Company at its own expense will execute and deliver,  in
     lieu  thereof,  a new Note, dated and bearing interest  from
     the  date  to  which interest shall have been paid  on  such
     lost, stolen, destroyed or mutilated Note or dated the  date
     of  such  lost, stolen, destroyed or mutilated  Note  if  no
     interest shall have been paid thereon.

Section 5.4.  Issuance Taxes.  The Company will pay all taxes (if
any)  due  in  connection with and as the result of  the  initial
issuance  and  sale  of  the Notes and  in  connection  with  any
modification of this Agreement or the Notes and shall  save  each
holder  of  Notes harmless without limitation as to time  against
any and all liabilities with respect to all such taxes.

Section 6. Covenants.

     The Company covenants that on and after the Closing Date and
so long as any of the Notes shall be outstanding:

Section 6.1.  Payment of Taxes and Claims.  The Company will, and
will cause each Subsidiary to, pay before they become delinquent,

          (a)    all taxes, assessments and governmental charges or
levies imposed upon it or its Property, and

          (b)    all  claims  or  demands  of  materialmen,  mechanics,
carriers, warehousemen, vendors, landlords and other like Persons
that, if unpaid, might result in the creation of a Lien upon  its
Property,

provided,  that items of the foregoing description  need  not  be
paid so long as

              (i)   such items are being actively contested in  good
          faith and by appropriate proceedings,

             (ii)   adequate book reserves have been established  and
          maintained with respect thereto, and

            (iii)   such items, in the aggregate, could not reasonably
          be expected to have a Material Adverse Effect.

Section  6.2    Maintenance of Properties;  Corporate  Existence;
Etc.   The  Company will, and will cause each Material Subsidiary
to:

          (a)    Property - maintain its Property in a  condition
     sufficient  to permit its ordinary operation, ordinary  wear
     and  tear  and obsolescence excepted, and make all necessary
     renewals,    replacements,   additions,   betterments    and
     improvements thereto, provided that this Section  shall  not
     prevent the Company or any Subsidiary from discontinuing the
     operation  and  the maintenance of any of its properties  if
     such  discontinuance  is desirable in  the  conduct  of  its
     business   and   the   Company  has  concluded   that   such
     discontinuance could not, individually or in the  aggregate,
     reasonably be expected to have a Material Adverse Effect;

          (b)    Insurance - maintain, with financially sound  and
     reputable  insurers, insurance with respect to its  Property
     and  business against such casualties and contingencies,  of
     such types and in such amounts (including self-insurance, if
     adequate reserves are maintained with respect thereto) as is
     customary   in  the  case  of  corporations  of  established
     reputations  engaged in the same or a similar  business  and
     similarly situated;

          (c)    Financial Records - keep accurate  and  complete
     books  of records and accounts that permit the provision  of
     accurate  and  complete financial statements  in  accordance
     with GAAP;

          (d)    Corporate Existence and Rights - do or cause to be
     done all things necessary to preserve and keep in full force
     and  effect  its  corporate existence, rights  (charter  and
     statutory)  and franchises, except where the failure  to  do
     so,  in  the aggregate, could not reasonably be expected  to
     have a Material Adverse Effect; and

          (e)    Compliance with Law - not be in violation of  any
     law,  ordinance or governmental rule or regulation to  which
     it   is   subject   (including,  without   limitation,   any
     Environmental  Protection Law) and not fail  to  obtain  any
     license,    certificate,   permit,   franchise   or    other
     governmental authorization necessary to the ownership of its
     Properties  or  to  the  conduct of  its  business  if  such
     violations  or  failures to obtain, in the aggregate,  could
     reasonably be expected to have a Material Adverse Effect or,
     in  the  aggregate, a material adverse effect on the ability
     of  the Company or any Material Subsidiary to conduct in the
     future  the  business  it  conducts  at  the  time  of  such
     violation or failure to obtain.

Section  6.3.  Payment of Notes and Maintenance of  Office.   The
Company  will punctually pay, or cause to be paid, the  principal
of and interest (and Make-Whole Amount, if any) on, the Notes, as
and  when the same shall become due according to the terms hereof
and  of the Notes, and will maintain an office at the address  of
the  Company  set  forth  in Section 10.1 hereof  where  notices,
presentations and demands in respect hereof or the Notes  may  be
made  upon  it.  Such office will be maintained at  such  address
until  such time as the Company shall notify the holders  of  the
Notes of any change of location of such office, which will in any
event be located within the United States of America.

Section 6.4.  Merger; Acquisition.

          (a)    Merger and Consolidation. The Company will not
merge into or consolidate with, or sell, lease, transfer or
otherwise dispose of all or substantially all of its Property to,
any other Person or permit any other Person to consolidate with or
merge into  it; provided that the foregoing restriction does not apply
to  the merger or consolidation of the Company with, or the sale,
lease,  transfer or other disposition by the Company  of  all  or
substantially all of its Property to, another corporation, if:

              (i)   the corporation that results from such merger or
          consolidation or that purchases, leases, or acquires all  or
          substantially   all   of  such  Property   (the   "Successor
          Corporation")  is  organized under the laws  of  the  United
          States of America or any jurisdiction thereof;

             (ii)   the due and punctual payment of the principal  of
          and  Make-Whole Amount, if any, and interest on all  of  the
          Notes,  according to their tenor, and the due  and  punctual
          performance and observance of all the covenants in the Notes
          and  this  Agreement  to be performed  or  observed  by  the
          Company,  are expressly assumed by the Successor Corporation
          pursuant to such agreements and instruments with respect  to
          such  assumption  as  shall  be  approved  by  the  Required
          Holders,  and  the  Company causes to be delivered  to  each
          holder   of   Notes   an  opinion  of  independent   counsel
          satisfactory to the Required Holders to the effect that such
          agreements  and  instruments are enforceable  in  accordance
          with their terms and the terms hereof;

            (iii)   the Notes rank at least pari passu with all other
          Indebtedness  of  the Successor Corporation  (provided  that
          this Section 6.4(a)(iii) shall not prohibit the existence of
          Indebtedness  secured by Liens that do not  violate  Section
          6.5 hereof); and

             (iv)   immediately prior to, and immediately after  the
          consummation  of  the transaction, and after  giving  effect
          thereto,  no  Default or Event of Default would exist  under
          any provision hereof.

          (b)    Acquisition of Stock. The Company will not acquire any
stock  of any corporation or equity interest in any other  Person if
upon  completion of such acquisition such Person would  be  a Subsidiary,
or acquire all of the Property of, or  such  of  the Property  as would
permit the transferee to continue any  one  or more integral business
operations  of,  any  Person   unless, immediately after the consummation
of such acquisition, and after giving  effect thereto, no Default or Event
of Default exists  or would exist under any provision hereof.

Section 6.5.  Liens.

          (a)    Negative Pledge.  The Company will not, and will not
permit  any Subsidiary to, cause or permit to exist, or agree  or
consent  to  cause  or permit to exist in the  future  (upon  the
happening  of a contingency or otherwise), any of their Property,
whether now owned or hereafter acquired, to be subject to a  Lien
except:

              (i)   Taxes, Etc. - Liens securing taxes, assessments or
          governmental charges or levies or the claims or  demands  of
          materialmen,  mechanics,  carriers, warehousemen,  landlords
          and other like Persons, provided that the payment thereof is
          not required by Section 6.1 hereof;

             (ii)   Court  Proceeding - Liens arising from  judicial
          attachments   and  judgments,  securing  appeal   bonds   or
          supersedeas  bonds,  or arising in connection  with  pending
          court  proceedings  (including, without  limitation,  surety
          bonds  and letters of credit or any other instrument serving
          a  similar purpose), provided that, in the case of any  such
          Liens  arising  from any judicial attachment  and  judgment,
          such  judgment is discharged within 30 days after the  entry
          of  the  same or the execution or other enforcement of  such
          Liens  is effectively stayed and the claims secured  thereby
          are   being  actively  contested  in  good  faith   and   by
          appropriate  proceedings,  and  provided  further  that  the
          aggregate  amount so secured (minus the amount of  insurance
          that  is  available to pay such amounts and  over  which  no
          dispute  regarding coverage has occurred or  is  threatened)
          will not at any time exceed six percent (6%) of Consolidated
          Shareholders' Equity;

            (iii)   Ordinary Course Business Liens - Liens incurred or
          deposits made in the ordinary course of business

                    (A)    in  connection with workers'  compensation,
            unemployment insurance, social security and other  like
            laws, and

                    (B)    to  secure the performance  of  letters  of
            credit,   bids,   tenders,  sales  contracts,   leases,
            statutory obligations, surety and performance bonds (of
            a  type  other  than  set forth in  Section  6.5(a)(ii)
            hereof) and other similar obligations

            not incurred in connection with the borrowing of money,
            the  obtaining  of  advances  or  the  payment  of  the
            deferred purchase price of Property;

             (iv)   Real  Property Liens - Liens in the  nature  of
          reservations,    exceptions,    encroachments,    easements,
          rights-of-way,  covenants, conditions, restrictions,  leases
          and other similar title exceptions or encumbrances affecting
          real   property,   provided   that   such   exceptions   and
          encumbrances do not in the aggregate materially detract from
          the  value  of said Properties or materially interfere  with
          the  use  of  such Property in the ordinary conduct  of  the
          business of the Company and the Subsidiaries;

              (v)   Closing Date Liens -

                    (A)    Liens in existence on the Closing Date  and
              described on Part 6.5 of Annex 3 hereto, and

                    (B)    Liens securing renewals, extensions (as  to
              time)  and refinancings of Indebtedness secured by  the
              Liens  described  on Part 6.5 Annex 3 hereto,  provided
              that  the  amount of Indebtedness secured by each  such
              Lien  is  not  increased in excess  of  the  amount  of
              Indebtedness  outstanding on the date of such  renewal,
              extension  or  refinancing, and none of such  Liens  is
              extended  to  include any additional  Property  of  the
              Company or any Subsidiary;

             (vi)   Intergroup  Liens  -  Liens  on  Property  of  a
          Subsidiary, provided that such Liens secure only obligations
          owing to the Company or a Wholly-Owned Subsidiary;

            (vii)   Purchase  Money  Lien -  Purchase  Money  Liens,
          provided  that,  after  giving effect  thereto  and  to  any
          concurrent  transactions, no Default  or  Event  of  Default
          would exist under any provision hereof;

           (viii)   Refinanced Purchase Money Liens - Liens renewing,
          extending  or  replacing  Liens permitted  by  clause  (vii)
          above,  provided  that all of the following  conditions  are
          satisfied:

              (i)   no such new Lien shall extend to any property
            of  the  Company or any Subsidiary other than  property
            already  encumbered  by  the  existing  Lien  being  so
            renewed, extended or replaced,

              (ii)  the  principal  amount  of  the  underlying
            obligation secured by such existing Lien outstanding at
            the  time  of  such renewal, extension  or  replacement
            shall not be increased in connection with such renewal,
            extension or replacement, and

             (iii)  immediately after such renewal, extension or
            refunding no Default or Event of Default shall  exist;
            and

             (ix)   Basket Lien - Liens ("Basket Liens") not otherwise
          permitted by clause (i) through clause (viii), inclusive, of
          this  Section 6.5(a) provided that the Company will  not  at
          any time permit the sum, without duplication, of

                    (A)    the  aggregate  amount of Indebtedness  ("Basket
             Secured Debt") secured by Basket Liens, plus

                    (B)    Combined  Subsidiary  Funded  Debt  minus   the
             aggregate amount of Closing Date Subsidiary Debt,

          determined  in  each  case at such time,  to  exceed  twenty
          percent  (20%) of Consolidated Tangible Net Worth determined
          as of the end of the then most recently ended fiscal quarter
          of the Company.

Nothing  in  this Section 6.5 shall be construed  to  permit  the
incurrence  or  existence  of  any  Indebtedness  not   otherwise
permitted by this Agreement.

          (b)    Equal and Ratable Lien; Equitable Lien. In case
any Property shall be subjected to a Lien in violation  of  this
Section 6.5, the Company will forthwith make or cause to be made,
to  the  fullest  extent permitted by applicable  law,  provision
whereby  the Notes will be secured equally and ratably  with  all
other obligations secured thereby pursuant to such agreements and
instruments as shall be approved by the Required Holders, and the
Company  will cause to be delivered to each holder of a  Note  an
opinion  of  independent  counsel satisfactory  to  the  Required
Holders  to  the effect that such agreements and instruments  are
enforceable in accordance with their terms, and in any such  case
the  Notes  shall have the benefit, to the full extent that,  and
with such priority as, the holders of Notes may be entitled under
applicable  law, of an equitable Lien on such Property  (and  any
proceeds  thereof)  securing the Notes.  Such violation  of  this
Section  6.5  will  constitute  an Event  of  Default  hereunder,
whether  or  not  any  such provision is made  pursuant  to  this
Section 6.5(b).

          (c)    Financing Statements. The Company will not, and
will not permit any Subsidiary to,sign or file a financing statement
under  the Uniform Commercial Code of any jurisdiction that names
the  Company  or such Subsidiary as debtor, or sign any  security
agreement  authorizing any secured party thereunder to  file  any
such  financing statement, except, in any such case, a  financing
statement  filed or to be filed to perfect or protect a  security
interest  that  the  Company or such Subsidiary  is  entitled  to
create, assume or incur, or permit to exist, under the provisions
of  Section  6.5(a) or to evidence for informational  purposes  a
lessor's  interest in Property leased to the Company or any  such
Subsidiary.

Section 6.6.  Consolidated Tangible Net Worth.  The Company  will
not,  at any time, permit Consolidated Tangible Net Worth  to  be
less  than  the  sum of (i)  Three Hundred Fifty Million  Dollars
($350,000,000) plus (ii) an aggregate amount equal to 25% of  the
Consolidated  Net Income (but, in each case, only if  a  positive
number)  on  a  cumulative basis for each completed  fiscal  year
beginning with the fiscal year ending December 31, 2002.

Section  6.7.   Funded Debt.  The Company will not  at  any  time
permit Consolidated Funded Debt to be greater than ninety percent
(90%)  of Consolidated Shareholders' Equity, determined  in  each
case at such time.

Section  6.8.  Transfer of Property.  The Company will  not,  and
will  not  permit  any  Subsidiary, to  sell,  lease  as  lessor,
transfer  or  otherwise dispose of Property  (including,  without
limitation,  Subsidiary Stock but excluding,  in  any  case,  any
capital   stock   of  the  Company)  (each  such  transaction   a
"Transfer")  provided  that the foregoing  restriction  does  not
apply to a Transfer of Property if:

          (a)    Ordinary  Course  Transfers  -  such  Property
constitutes inventory held for sale, or obsolete  equipment,
fixtures  and  supplies, and in each case is Transferred  in
the   ordinary  course  of  business  (an  "Ordinary  Course
Transfer");

          (b)    Basket  Transfers - such Property is Transferred
(the  date of the Transfer of such Property referred  to  as
the  "Property Disposition Date") to a Person other than  an
Affiliate, such Transfer is not an Ordinary Course Transfer,
an  Intergroup  Transfer, a Merger  Transfer,  a  Reinvested
Transfer,  a  Prepayment Transfer or a  Noteholder  Approved
Transfer  (such  transfers  collectively  referred   to   as
"Excluded  Transfers"), and all of the following  conditions
shall have been satisfied with respect thereto,

             (i)    the sum of

                    (A)    the Disposition Value of such Property,
             plus

                    (B)    the  Disposition Value  of  all  other
             Property  Transferred  by  the  Company  and   the
             Subsidiaries  during the three hundred  sixty-five
             (365)  day  period  ending on and  including  such
             Property  Disposition  Date  (excluding  therefrom
             Excluded Transfers occurring during such period),

          does  not  exceed twenty percent (20%) of  Consolidated
          Total Assets determined as of the end of the then  most
          recently ended fiscal quarter of the Company,

             (ii)   the sum of

                    (A)    the Disposition Value of such Property,
             plus

                    (B)    the  Disposition Value  of  all  other
             Property  Transferred  by  the  Company  and   the
             Subsidiaries  during the period beginning  on  the
             Closing   Date   and  ending  on   such   Property
             Disposition Date, inclusive, (excluding  therefrom
             Excluded Transfers occurring during such period),

          does  not  exceed thirty percent (30%) of  Consolidated
          Total Assets determined as of the end of the then  most
          recently ended fiscal quarter of the Company,

            (iii)   in the good faith opinion of the  board  of
          directors  of  the Company, the Transfer  is  for  Fair
          Market  Value  and  is  in the best  interests  of  the
          Company, and

             (iv)   immediately before and immediately after the
          consummation  of  the  transaction,  and  after  giving
          effect  thereto, no Default or Event of Default  exists
          or would exist under any provision hereof;

          (c)    Intergroup Transfers - such Transfer is  from  a
 Subsidiary  to the Company or a Wholly-Owned Subsidiary  (an
 "Intergroup Transfer");

          (d)    Merger-Related Transfers - such Transfer meets the
 requirements of 6.4 hereof (a "Merger Transfer");

          (e)    Reinvested Transfers - such Transfer shall satisfy
 each  of the following conditions (upon the satisfaction  of
 all  of the conditions set forth in this Section 6.8(e) such
 Transfer  shall be a "Reinvested Transfer" and such Transfer
 shall  be  deemed  to  have occurred  on  the  date  of  the
 satisfaction of all of such conditions),

              (i)   the Company will deliver a written notice to
          each   holder  of  Notes  contemporaneously  with   the
          consummation of the Transfer in which the Company will

                    (A)    identify such Property,

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

                    (C)    state  that, within three hundred  and
               sixty-five  (365) days following the  consummation
               of  such  Transfer, the entire  proceeds  of  such
               Transfer  (or such portion thereof which have  not
               been used during said period pursuant to subclause
               (f) below or otherwise allocated by the Company to
               Section  6.8(b)  above),  net  of  reasonable  and
               ordinary  transaction costs and expenses  incurred
               in   connection   with  such  Transfer   and   any
               Indebtedness required by its terms to be repaid in
               connection with such Transfer, shall be applied to
               the  acquisition by the Company or any  Subsidiary
               of  operating  assets or equity  securities  of  a
               Person  which will become a Subsidiary  and  which
               owns  operating assets and which operating  assets
               will be used in the ordinary course of business of
               the Company and the Subsidiaries, and

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

          (f)    Prepayment Transfer - an amount up to the Net
Transfer  Proceeds of such Transfer shall have been  offered
to  prepay the Notes pursuant to, and to the extent provided
for,  in Section 4.4 hereof, the Company shall have complied
with  all  of  the requirements of Section 4.4  hereof  with
respect thereto, and the amount of the Notes required to  be
prepaid  pursuant to Section 4.4 hereof as a result of  such
offer shall have been paid in accordance therewith (upon the
satisfaction of the all of the conditions set forth in  this
Section   6.8(f)  such  Transfer  shall  be  a   "Prepayment
Transfer" and such Transfer shall be deemed to have occurred
on  the date of the satisfaction of all of such conditions);
or

          (g)    Noteholder  Approved Transfers -  such  Transfer
shall  satisfy  each of the following conditions  (upon  the
satisfaction of the all of the conditions set forth in  this
Section 6.8(g) such Transfer shall be a "Noteholder Approved
Transfer" and such Transfer shall be deemed to have occurred
on the date of the satisfaction of all of such conditions),

              (i)   the Company will deliver a written instrument
          to  each holder of Notes not more than sixty (60)  days
          or less than thirty (30) days prior to the consummation
          of such Transfer in which the Company will

                    (A)    identify such Property, and

                    (B)    state  the  nature and  terms  of  the
               transaction  (including,  without  limitation,   a
               description  of the consideration payable  by  the
               purchaser) and the nature and use of the  proceeds
               of the transaction,

             (ii)   provide  pro  forma  financial  statements
          covering  at least the then succeeding two  (2)  fiscal
          years  giving effect to such Transfer, the use  of  the
          proceeds thereof and any contemporaneous transactions,

            (iii)   immediately before and immediately after the
          consummation  of  the  transaction,  and  after  giving
          effect  thereto, no Default or Event of Default  exists
          or  would  exist under any provision hereof other  than
          under Section 6.8(b) hereof,

             (iv)   in  the good faith opinion of the board  of
          directors  of  the Company, the Transfer  is  for  Fair
          Market  Value  and  is  in the best  interests  of  the
          Company,

              (v)   the  Transfer will not be  likely,  in  the
          reasonable judgment of the Required Holders, to have  a
          Material Adverse Effect at the time of the consummation
          thereof or at any time thereafter, and

             (vi)   the Required Holders shall have consented in
          writing    to   such   Transfer   (including,   without
          limitation, the consideration therefor), prior  to  the
          consummation  thereof,  which  consent  shall  not   be
          unreasonably withheld or delayed.

Section 6.9.  Subsidiary Debt.

          (a)    Subsidiary Debt. The Company  will not permit any
Subsidiary   to  create,  assume,  incur,  or  otherwise   become
obligated with respect to any Funded Debt, except:

              (i)   Funded Debt outstanding on the Closing Date  and
          described  on Part 6.9 of Annex 3 hereto (the "Closing  Date
          Subsidiary Debt"); and

             (ii)   Funded  Debt  (including,  without  limitation,
          extensions,   renewals  and  refundings  of   Closing   Date
          Subsidiary Debt), if immediately after giving effect to such
          transaction, the sum (without duplication) of

                    (A)    the aggregate amount of Basket Secured Debt,
          plus

                    (B)    Combined Subsidiary Funded Debt  minus  the
          aggregate amount of Closing Date Subsidiary Debt,

          determined at such time does not exceed twenty percent (20%)
          of  Consolidated Tangible Net Worth determined as of the end
          of  the  then  most  recently ended fiscal  quarter  of  the
          Company.

          (b)    New Subsidiaries.  Each Person which becomes a Subsidiary
after  the  Closing  Date will be deemed  to  have  incurred  all
Indebtedness  of  such Person on the date such Person  becomes  a
Subsidiary.

          (c)    Disposition of Subsidiary Indebtedness.  Each Subsidiary
any  of  whose  outstanding Indebtedness is  at  any  time  sold,
transferred  or otherwise disposed of by the Company  or  another
Subsidiary  shall  be deemed to have incurred such  Indebtedness,
and all Liens securing such Indebtedness (if any), at the time of
such sale, transfer or other disposition.

Section 6.10. ERISA.

          (a)    Compliance. The Company will, and will cause each
ERISA Affiliate to, at all times with respect to each Pension Plan,
make timely payment of contributions required to meet the minimum
funding  standard  set  forth in ERISA or the  IRC  with  respect
thereto,  and  to comply with all other applicable provisions  of
ERISA.   The Company will, and will cause each Subsidiary to,  at
all  times  with respect to each Foreign Pension Plan, maintained
by  any  of  them,  comply  with all  laws  of  any  Governmental
Authority with jurisdiction over such Foreign Pension Plans.

          (b)    Prohibited Actions. The Company will not, and will
not permit any ERISA Affiliate to:

              (i)   engage in any "prohibited transaction" (as  such
          term  is defined in section 406 of ERISA or section 4975  of
          the  IRC) or "reportable event" (as such term is defined  in
          section  4043 of ERISA) that could result in the  imposition
          of a tax or penalty;

             (ii)   incur  with  respect to  any  Pension  Plan  any
          "accumulated funding deficiency" (as such term is defined in
          section 302 of ERISA), whether or not waived;

            (iii)   terminate any Pension Plan in a manner that could
          result  in the imposition of a Lien on the Property  of  the
          Company or any Subsidiary pursuant to section 4068 of  ERISA
          or  the  creation  of any liability under  section  4062  of
          ERISA;

             (iv)   fail to make any payment required by section  515
          of ERISA; or

              (v)   incur any withdrawal liability under Title IV  of
          ERISA  with  respect  to  any  Multiemployer  Plan  or   any
          liability   resulting   from   the   termination   of    any
           Multiemployer Plan;

if   the  aggregate  amount  of  the  taxes,  penalties,  funding
deficiencies,  interest,  amounts secured  by  Liens,  and  other
liabilities  in  respect  of any of the  foregoing  at  any  time
exceed,  in  the  aggregate,  more than  three  percent  (3%)  of
Consolidated Shareholders' Equity at such time.

Section 6.11. Line of Business.

     The Company will at all times cause,

          (a)    the  amount of revenues of the Company and the
Subsidiaries derived from Permitted Lines of Business to  be
at  least sixty-six and two-thirds percent (66 2/3%) of  the
amount  of all revenues of the Company and the Subsidiaries,
determined  in  each case for the then most  recently  ended
period of twelve (12) fiscal months on a consolidated basis,
or

          (b)    the net book value of assets of the Company  and
the  Subsidiaries used in Permitted Lines of Business to  be
at  least sixty-six and two-thirds percent (66 2/3%) of  the
amount  of  the net book value of all assets of the  Company
and  the Subsidiaries, in each case determined as of the end
of then most recently ended calendar month on a consolidated
basis.

Section  6.12.  Transactions with Affiliates.  The  Company  will
not,  and  will  not  permit any Subsidiary to,  enter  into  any
transaction, including, without limitation, the purchase, sale or
exchange  of Property or the rendering of any service,  with  any
Affiliate, except in the ordinary course of and pursuant  to  the
reasonable  requirements of the Company's  or  such  Subsidiary's
business and upon fair and reasonable terms no less favorable  to
the  Company  or  such Subsidiary than would  be  obtained  in  a
comparable  arm's-length  transaction  with  a  Person   not   an
Affiliate;  provided  that the Permitted  Affiliate  Transactions
shall  not  be  required to comply with the  provisions  of  this
Section 6.12, and provided, further, that the price per share  of
the  Company's common stock that will be utilized for determining
the number of shares of common stock of the Company which will be
issued by the Company to the Parent Corporation pursuant to,  and
at  the closing of, the Permitted Affiliate Transactions will  be
at  a price per share equal to eighty-eight percent (88%) of  the
average  of  the closing price per share of the Company's  common
stock  on  the  American Stock Exchange for the ten trading  days
immediately  preceding the determination of  such  price  by  the
Board  of  Directors of the Company on October 2,  2002  and  the
maximum aggregate number of shares of common stock of the Company
which  will be issued to the Parent Corporation pursuant to,  and
at  the closing of, the Permitted Affiliate Transactions will  be
no  greater  than  the number of shares of common  stock  of  the
Company transferred to the Company by the Parent Corporation as a
part of said transaction.

Section 6.13. Guaranties.  Neither the Company nor any Subsidiary
will  become liable for, or permit any of its Property to  become
subject to, any Guaranty, unless:

          (a)    the maximum dollar amount of the obligation being
guaranteed  is  readily ascertainable by the terms  of  such
obligation,  or the agreement or instrument evidencing  such
Guaranty  specifically  limits  the  dollar  amount  of  the
maximum exposure of the guarantor thereunder; and

          (b)    after giving effect thereto and to any concurrent
transactions, no Default or Event of Default exists or would exist
under any provision hereof.

Section  6.14. Private Offering.  The Company will not, and  will
not permit any Person acting on its behalf to, offer the Notes or
any  part thereof or any similar Securities for issue or sale to,
or  solicit any offer to acquire any of the same from, any Person
so  as  to  bring the issuance and sale of the Notes  within  the
provisions of section 5 of the Securities Act.

Section 6.15. Restricted Payments.  (a) The Company will  not  at
any  time, declare or make, or incur any liability to declare  or
make,  any  Restricted Payments unless immediately  after  giving
effect  to  such action:  (i) the aggregate amount of  Restricted
Payments  of  the  Company declared or  made  during  the  period
commencing  on  January  1, 2002 and  ending  on  the  date  such
Restricted  Payment  is declared or made,  inclusive,  would  not
exceed  the  sum of (A) $10,000,000, plus (B) 50% of Consolidated
Adjusted   Net  Income  for  such  period  (or  minus   100%   of
Consolidated  Adjusted Net Income for such period if Consolidated
Adjusted  Net  Income for such period is a loss),  plus  (C)  the
aggregate  amount  of  Net Proceeds of  Capital  Stock  for  such
period; and (ii) no Default or Event of Default would exist.

          (b)    The Company will not authorize a Restricted Payment
that is not payable within 60 days of the  authorization  of  such
Restricted Payment.

Section  6.16. Interest Charge Coverage Ratio.  The Company  will
not  permit the Interest Charge Coverage Ratio, as of the end  of
each  fiscal  quarter, to be less than 2.00  to  1.00;  provided,
however,  that  the Company shall be permitted on  two  occasions
under  the  provisions of this Section 6.16 to fail to meet  such
Interest  Charge  Coverage Ratio (and  no  Default  or  Event  of
Default  shall exist on account thereof) so long as  the  Company
shall have been in compliance with the provisions of this Section
6.16 at the end of the immediately preceding fiscal quarter.

Section  6.17.  Limitation  on Investments.      Except  for  the
Permitted  Affiliate Transactions (including, without limitation,
the Investment by the Company in the "earnout agreement" referred
to  in Annex 4 hereto), the Company will not, and will not permit
any  Subsidiary  to, make or hold any Investment  in  any  Person
which  is  a  member  of  the Bresky Group  (excluding  from  the
definition  of "Bresky Group" for purposes of this  sentence  the
Company  and  its  Subsidiaries), provided  that,  the  foregoing
notwithstanding, the Company or any Subsidiary, as the  case  may
be,  may  advance  travel  expenses  and  other  business-related
expenses  incurred  or  to be incurred,  in  each  case,  in  the
ordinary  course of business to any individual which is a  member
of  the Bresky Group and an officer, director or employee of  the
Company or any Subsidiary if the aggregate outstanding amount  of
all  such advances to all such individuals shall not at any  time
exceed  $50,000.   The Company will not Transfer,  and  will  not
permit  any  Subsidiary  to issue, any Subsidiary  Stock  to  any
member  of  the  Bresky Group (excluding from the  definition  of
"Bresky Group" for purposes of this sentence the Company and  its
Subsidiaries).

Section 7. Information as to Company.

Section  7.1.  Financial and Business Information.   The  Company
shall deliver to each holder of Notes:

          (a)    Quarterly  Statements - as soon  as  practicable
after the end of each quarterly fiscal period in each fiscal
year  of  the Company (other than the last quarterly  fiscal
period  of  each such fiscal year), and in any event  within
sixty (60) days thereafter, duplicate copies of,

              (i)   consolidated balance sheet of the Company and
          its  consolidated subsidiaries, as at the end  of  such
          quarter, and

             (ii)   consolidated statements of income, changes in
          shareholders' equity and cash flows of the Company  and
          its  consolidated subsidiaries for such quarter and (in
          the  case  of  the second and third quarters)  for  the
          portion of the fiscal year ending with such quarter,

setting forth in each case, in comparative form, the figures
for  the corresponding periods in the previous fiscal  year,
all  in reasonable detail, prepared in accordance with  GAAP
applicable to quarterly financial statements generally,  and
certified  as  complete  and  correct,  subject  to  changes
resulting  from year-end adjustments, by a Senior  Financial
Officer,  and  accompanied by the  certificate  required  by
Section 7.2 hereof; provided, that delivery of copies of the
Company's  Quarterly  Report on Form  10-Q  filed  with  the
Securities  and Exchange Commission within the  time  period
specified  above shall be deemed to satisfy the requirements
of  this  Section  7.1(a) so long as such  Quarterly  Report
contains  or is accompanied by the information specified  in
this Section 7.1(a);

          (b)    Annual Statements - as soon as practicable after
the end of each fiscal year of the Company, and in any event within
one-hundred (100) days thereafter, duplicate copies of,

              (i)   a consolidated and consolidating balance sheet of
          the  Company and its consolidated subsidiaries as at the end
          of such year, and

             (ii)   a  consolidated and consolidating  statement  of
          income of the Company and its consolidated subsidiaries  for
          such   year  and  consolidated  statements  of  changes   in
          shareholders' equity and cash flows of the Company  and  its
          consolidated subsidiaries for such year,

setting   forth  in  the  case  of  each  consolidated  financial
statement,  in  comparative form, the figures  for  the  previous
fiscal  year,  all in reasonable detail, prepared  in  accordance
with GAAP, and accompanied by

              (A)   (i)  in  the  case of the consolidated  financial
          statements   of   the  Company  and  its   consolidated
          subsidiaries,   an  opinion  thereon   of   independent
          certified  public  accountants of  recognized  national
          standing,  which  opinion shall, without  qualification
          (including, without limitation, qualifications  related
          to the scope of the audit or the ability of the Company
          or   a  subsidiary  thereof  to  continue  as  a  going
          concern), state that such financial statements  present
          fairly,   in  all  material  respects,  the   financial
          position of the companies being reported upon and their
          results  of  operations and cash flows  and  have  been
          prepared   in  conformity  with  GAAP,  and  that   the
          examination of such accountants in connection with such
          financial  statements has been made in accordance  with
          generally  accepted auditing standards, and  that  such
          audit  provides a reasonable basis for such opinion  in
          the circumstances, and

                   (ii)  in the case of such consolidating statements,
          a  statement  from  such independent  certified  public
          accountants  that such statements were  prepared  using
          the same work papers as were used in the preparation of
          such  consolidated statements of the  Company  and  its
          consolidated subsidiaries,

              (B)  a certification by a Senior Financial Officer that
          such consolidated, and consolidating statements are complete
          and correct, and

              (C)  the certificates required by Section 7.2 hereof,

provided,  that  the delivery of the Company's Annual  Report  on
Form  10-K  for  such  fiscal year (together with  the  Company's
annual report to shareholders, if any, prepared pursuant to  Rule
14a-3  under  the  Exchange Act) filed with  the  Securities  and
Exchange Commission within the time period specified above  shall
be  deemed to satisfy the requirements of this Section 7.1(b)  so
long  as  such  Annual Report contains or is accompanied  by  the
opinions  and  other  information  otherwise  specified  in  this
Section 7.1(b);

          (c)    SEC  and  Other Reports - promptly upon their
becoming available one copy of each financial statement, report,
notice or proxy statement sent by the Company or any Subsidiary to
stockholders  generally, and of each regular or  periodic  report
and   any   registration   statement,   prospectus   or   written
communication,  and  each amendment thereto, in  respect  thereof
filed by the Company or any Subsidiary with, or received by, such
Person in connection therewith from, the National Association  of
Securities Dealers, any securities exchange or the Securities and
Exchange Commission or any successor agency;

          (d)    Notice of Default or Event of Default - immediately,
and in any event within three (3) days, upon becoming aware of the
existence  of any condition or event which constitutes a  Default
or  an  Event of Default, a written notice specifying the  nature
and  period  of existence thereof and what action the Company  is
taking or proposes to take with respect thereto;

          (e)    Notice of Claimed Default - immediately, and in any
event within three (3) days, upon becoming aware that the holder of
any Note, or of any Indebtedness or other Security of the Company
or any Subsidiary, shall have given notice or taken any other action
with respect to a claimed Default, Event of Default or default or
event of default, a written notice specifying the notice given or
action  taken  by  such  holder and the  nature  of  the  claimed
Default, Event of Default or default or event of default and what
action  the  Company is taking or proposes to take  with  respect
thereto;

          (f)    ERISA  -  (i) immediately upon becoming  aware  of  the
occurrence of any "reportable event" (as such term is defined  in
section 4043 of ERISA) or "prohibited transaction" (as such  term
is defined in section 406 of ERISA or section 4975 of the IRC) in
connection with any Pension Plan or any trust created thereunder,
a  written notice specifying the nature thereof, what action  the
Company is taking or proposes to take with respect thereto,  and,
when known, any action taken by the Internal Revenue Service, the
Department of Labor or the PBGC with respect thereto; and

            (ii)   prompt written notice of and, where applicable, a
                   description of

               (A)   any notice from the PBGG in respect of  the
          commencement   of   any   proceedings    pursuant    to
          section 4042 of ERISA to terminate any Pension Plan  or
          for  the  appointment of a trustee  to  administer  any
          Pension Plan,

               (B)   any distress termination notice delivered to
          the  PBGC under section 4041 of ERISA in respect of any
          Pension  Plan,  and any determination of  the  PBGC  in
          respect thereof,

               (C)   the placement of any Multiemployer Plan  in
          reorganization status under Title IV of ERISA,

               (D)   any Multiemployer Plan becoming "insolvent"
          (as  such  term  is defined in section 4245  of  ERISA)
          under Title IV of ERISA, and

               (E)   the  whole  or  partial withdrawal  of  the
          Company  or  any ERISA Affiliate from any Multiemployer
          Plan   and   the  withdrawal  liability   incurred   in
          connection therewith,

provided  that the Company shall not be required to  deliver  any
such  notice at any time when the aggregate amount of the  actual
or  potential  liability of the Company and the  Subsidiaries  in
respect  of all such events is at such time less than two percent
(2%)  of  Consolidated Shareholders' Equity  determined  at  such
time; and

          (g)    Requested Information - with reasonable promptness,
such other data and information as from time to time may be requested
by any holder of Notes, including, without limitation,

              (i)   a copy of each report submitted to the Company or
          any Subsidiary by independent accountants in connection with
          any  annual,  interim or special audit made by them  of  the
          books of the Company or any Subsidiary;

             (ii)   copies  of any statement, report or  certificate
          furnished  to any holder of Indebtedness of the  Company  or
          any Subsidiary; and

            (iii)   information requested to comply with  17  C.F.R.
          230.144A, as amended, from time to time.

Section  7.2.   Officers' Certificates.  Each  set  of  financial
statements  delivered  to  each  holder  of  Notes  pursuant   to
Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a
certificate of a Senior Financial Officer, setting forth:

          (a)    Covenant Compliance - the information (including
detailed calculations) required in order to establish whether the
Company was in compliance with the requirements of Section 6.5
through Section 6.9 and Section 6.15 through Section 6.17  hereof,
inclusive,  during the period covered by the financial  statement
then  being  furnished  (including  with  respect  to  each  such
Section,  where  applicable, the calculations of the  maximum  or
minimum  amount,  ratio  or  percentage,  as  the  case  may  be,
permissible under the terms of such Sections, and the calculation
of  the  amount,  ratio or percentage then  in  existence  and  a
summary   of  payments,  if  any,  received  under  the  "earnout
agreement"  referred  to  in  Annex  4  hereto  pursuant  to  the
Permitted  Affiliate  Transactions and the number  of  shares  of
common  stock  of  the Company issued to the  Parent  Corporation
pursuant  to  such agreement and the valuation assigned  to  such
shares); and

          (b)    Event  of Default - a statement that the signers
have reviewed the relevant terms hereof and have made, or caused
to be made, under their supervision, a review of the transactions
and conditions of the Company and the Subsidiaries from the beginning
of  the accounting period covered by the income statements  being
delivered therewith to the date of the certificate and that  such
review  shall not have disclosed the existence during such period
of  any condition or event that constitutes a Default or an 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  Company shall have taken or proposes  to  take  with
respect thereto.

Section 7.3.  Permitted Affiliate Transactions.  Promptly, but in
no  event  more  than  15  days after  the  consummation  of  the
repurchase  of  the  Company's  common  stock  from  the   Parent
Corporation  and the issuance of new common stock of the  Company
to   the   Parent   Corporation  in   the   Permitted   Affiliate
Transactions,  the Company shall deliver to the  holders  of  the
Notes  a  certificate  which shall (i) set  forth  the  valuation
assigned  to  the  shares  of  the  Company's  common  stock   in
connection with the repurchase, (ii) the number of shares held by
the  Parent  Corporation  immediately preceding  and  immediately
following the transaction, and (iii) state that the terms of  the
transaction   comply   with  the  requirements   set   forth   in
Section  6.12  and  conform  in  all  material  respects  to  the
description   of   the  Permitted  Affiliate  Transactions.    In
addition,  promptly, but in no event more than 15 days after  the
consummation of the repurchase of the Company's common stock from
the  Parent Corporation and the issuance of new common  stock  of
the  Company to the Parent Corporation in the Permitted Affiliate
Transactions,  the Company shall deliver to the  holders  of  the
Notes,  a  copy of the fairness opinion prepared by the financial
advisor to the special committee of the Board of Directors.

Section  7.4.   Accountants' Certificates.  Each  set  of  annual
financial  statements delivered pursuant to Section 7.1(b)  shall
be  accompanied by a certificate of the accountants  who  certify
such  financial statements, stating that they have reviewed  this
Agreement  and stating further, whether, in making  their  audit,
such accountants have become aware of any condition or event that
then  constitutes a Default or an Event of Default, and, if  such
accountants  are  aware  that any such condition  or  event  then
exists, specifying the nature and period of existence thereof.

Section   7.5.    Inspection.   The  Company  will   permit   the
representatives of each holder of Notes to visit and inspect  any
of  the  Properties of the Company or any subsidiary, to  examine
all their respective books of account, records, reports and other
papers,  to  make copies and extracts therefrom, and  to  discuss
their  respective  affairs,  finances  and  accounts  with  their
respective officers, employees and independent public accountants
(and by this provision the Company authorizes said accountants to
discuss  the  finances  and  affairs  of  the  Company  and   the
subsidiaries) all at such reasonable times and as often as may be
reasonably requested.

Section 8. Events of Default.

Section  8.1.   Nature of Events.  An "Event  of  Default"  shall
exist if any of the following occurs and is continuing:

          (a)    Principal  or Make-Whole Amount Payments  -  the
Company  shall  fail  to make any payment  of  principal  or
Make-Whole  Amount on any Note on or before  the  date  such
payment is due;

          (b)    Interest Payments - the Company shall fail to make
any  payment of interest on any Note on or before  five  (5)
days after the date such payment is due;

          (c)    Particular Covenant Defaults - the Company shall
fail  to  perform  or  observe  any  covenant  contained  in
Section  6.6  through Section 6.9 inclusive,  Section  6.12,
Section  6.13, Section 6.15 through Section 6.17, inclusive,
Section 7.1(d) or Section 7.1(e) hereof;

          (d)    Liens  -  the Company shall fail to  perform  or
observe  any  covenant contained in Section 6.5  hereof  and
such  failure continues for more than five days  after  such
failure  shall first become known to any Senior  Officer  of
the Company;

          (e)    Other Defaults - the Company shall fail to comply
with  any other provision hereof, and such failure continues
for  more  than  thirty (30) days after such  failure  shall
first become known to any Senior Officer of the Company;

          (f)    Warranties  or Representations -  any  warranty,
representation  or other statement by or on  behalf  of  the
Company  contained herein or in any instrument furnished  in
compliance with or in reference hereto shall have been false
or misleading in any material respect when made;

          (g)    Default  on  Indebtedness  or  Other  Security.
(i)  The  Company or any Subsidiary shall fail to  make  any
payment  on  any  Indebtedness when due  (including  in  the
determination of when a payment is due any applicable  grace
periods);  or  (ii)  any one or more of the  holders  (or  a
trustee  therefor) of any Indebtedness or  Security  of  the
Company or any Subsidiary, or a portion thereof,

                 (A)   causes  such Indebtedness  or  Security  to
          become due prior to its stated maturity or prior to its
          regularly scheduled date or dates of payment; or

                 (B)   exercises any right to require the Company or
          any  Subsidiary  to  repurchase  such  Indebtedness  or
          Security from such holder;

provided  that no Event of Default shall exist at  any  time
when  the aggregate amount of all obligations in respect  of
such  Indebtedness and Securities is less than Five  Million
Dollars ($5,000,000);

          (h)    Involuntary  Bankruptcy  Proceedings.   (i)   A
receiver, liquidator, custodian or trustee of the Company or
any  Material Subsidiary, or of all or any substantial  part
of the Property of either, shall be appointed by court order
and  such order remains in effect for more than thirty  (30)
days;  or an order for relief shall be entered with  respect
to the Company or any Material Subsidiary, or the Company or
any  Material Subsidiary shall be adjudicated a bankrupt  or
insolvent; or

         (ii)    any of the Property of the Company or any Material
Subsidiary  shall  be sequestered by court  order  and  such
order remains in effect for more than thirty (30) days; or

        (iii)    a petition shall be filed against the Company  or
any    Material    Subsidiary    under    any    bankruptcy,
reorganization,  arrangement,  insolvency,  readjustment  of
debt,  dissolution  or liquidation law of any  jurisdiction,
whether  now  or  hereafter  in effect,  and  shall  not  be
dismissed within thirty (30) days after such filing;

          (i)    Voluntary Petitions.  The Company or any Material
Subsidiary shall file a petition in voluntary bankruptcy  or
seeking  relief  under  any  provision  of  any  bankruptcy,
reorganization,  arrangement,  insolvency,  readjustment  of
debt,  dissolution  or liquidation law of any  jurisdiction,
whether now or hereafter in effect, or shall consent to  the
filing of any petition against it under any such law;

          (j)    Assignments for Benefit of Creditors, Etc.   The
Company  or  a Material Subsidiary shall make an  assignment
for  the benefit of its creditors, or admits in writing  its
inability,  or  fails, to pay its debts  generally  as  they
become  due,  or  shall  consent to  the  appointment  of  a
receiver, liquidator or trustee of the Company or a Material
Subsidiary or of all or any part of the Property of  either; or

          (k)    Undischarged   Final  Judgments.    A   final,
non-appealable, judgment or final, non-appealable, judgments
for  the  payment  of money aggregating in excess  of  Fifty
Thousand Dollars ($50,000) is or are outstanding against one
or  more of the Company and the Subsidiaries and any one  of
such  judgments shall have been outstanding  for  more  than
thirty  (30) days from the date of its entry and  shall  not
have been discharged in full or stayed.

Section 8.2.  Default Remedies.

          (a)    Acceleration on Event of Default.

             (i)    If   any   Event  of  Default specified   in
     Section  8.1(h),  Section 8.1(i) or  Section  8.1(j)  hereof
     shall  exist, all of the Notes at the time outstanding shall
     automatically  become immediately due and  payable  together
     with  interest accrued thereon and, to the extent  permitted
     by  law, the Make-Whole Amount at such time with respect  to
     the  principal  amount  of such Notes, without  presentment,
     demand,  protest  or notice of any kind, all  of  which  are
     hereby expressly waived, and,

            (ii)    If any Event of Default other than  those  in
     Section  8.1(h),  Section 8.1(i) or  Section  8.1(j)  hereof
     shall  exist, the Required Holders may exercise  any  right,
     power  or remedy permitted to the holders by law, and  shall
     have, in particular, without limiting the generality of  the
     foregoing, the right to declare the entire principal of, and
     all  interest accrued on, all the Notes then outstanding  to
     be, and such Notes shall thereupon become, forthwith due and
     payable,  without any presentment, demand, protest or  other
     notice  of  any  kind,  all of which  are  hereby  expressly
     waived, and the Company shall forthwith pay to the holder or
     holders  of  all  the  Notes  then  outstanding  the  entire
     principal of, and interest accrued on, the Notes and, to the
     extent permitted by law, the Make-Whole Amount at such  time
     with respect to such principal amount of such Notes.

          (b)    Acceleration on Payment Default. During the existence
of an Event of Default described in Section 8.1(a) or Section 8.1(b)
hereof,  and  irrespective of whether the Notes then  outstanding
shall  have  been  declared to be due  and  payable  pursuant  to
Section 8.2(a)(ii) hereof, any holder of Notes who or which shall
have  not  consented to any waiver with respect to such Event  of
Default  may, at his or its option, by notice in writing  to  the
Company,  declare the Notes then held by such holder to  be,  and
such  Notes  shall thereupon become, forthwith  due  and  payable
together   with  all  interest  accrued  thereon,   without   any
presentment, demand, protest or other notice of any kind, all  of
which   are  hereby  expressly  waived,  and  the  Company  shall
forthwith pay to such holder the entire principal of and interest
accrued  on such Notes and, to the extent permitted by  law,  the
Make-Whole  Amount  at such time with respect to  such  principal
amount of such Notes.

          (c)    Valuable  Rights. The Company acknowledges, and the
parties  hereto agree, that the right of each holder to  maintain
its  investment in the Notes free from repayment by  the  Company
(except as herein specifically provided for) is a valuable  right
and  that the provision for payment of a Make-Whole Amount by the
Company  in  the  event  that  the  Notes  are  prepaid  or   are
accelerated  as a result of an Event of Default, is  intended  to
provide compensation for the deprivation of such right under such
circumstances.

          (d)    Other  Remedies. During the existence of an Event
of Default and irrespective of whether the Notes then  outstanding
shall  have  been  declared to be due  and  payable  pursuant  to
Section 8.2(a)(ii) hereof and irrespective of whether any  holder
of  Notes  then  outstanding shall otherwise have pursued  or  be
pursuing  any other rights or remedies, any holder of  Notes  may
proceed  to  protect and enforce its rights hereunder  and  under
such  Notes by exercising such remedies as are available to  such
holder in respect thereof under applicable law, either by suit in
equity  or  by  action  at  law, or both,  whether  for  specific
performance of any agreement contained herein or in  aid  of  the
exercise  of any power granted herein, provided that the maturity
of such holder's Notes may be accelerated only in accordance with
Section 8.2(a) and Section 8.2(b) hereof.

          (e)    Nonwaiver and Expenses. No course of dealing on
the part of any holder of Notes nor any delay or failure on the part
of any holder of Notes to exercise any right shall  operate  as  a
waiver of such right or otherwise prejudice such holder's rights,
powers  and remedies.  If the Company shall fail to pay when  due
any  principal of, or Make-Whole Amount or interest on, any Note,
or  shall  fail  to comply with any other provision  hereof,  the
Company  shall  pay  to  each holder  of  Notes,  to  the  extent
permitted by law, such further amounts as shall be sufficient  to
cover  the  costs  and expenses, including  but  not  limited  to
reasonable attorneys' fees, incurred by such holder in collecting
any  sums  due on such Notes or in otherwise assessing, analyzing
or  enforcing any rights or remedies that are or may be available
to it.

Section  8.3.   Annulment  of  Acceleration  of  Notes.    If   a
declaration is made pursuant to Section 8.2(a)(ii) hereof,  then,
and  in  every  such case, the Required Holders may,  by  written
instrument  filed with the Company within ninety (90) days  after
such  declaration,  rescind and annul such declaration,  and  the
consequences thereof, provided that at the time such  declaration
is annulled and rescinded:

          (a)    no judgment or decree shall have been entered for
the  payment of any moneys due on or pursuant hereto or  the
Notes;

          (b)    all arrears of interest upon all the Notes and all
other sums payable hereunder and under the Notes (except any
principal of, or interest or Make-Whole Amount on, the Notes
which  shall have become due and payable by reason  of  such
declaration under Section 8.2(a)(ii) hereof) shall have been
duly paid; and

          (c)    each and every other Default and Event of Default
shall  have been waived pursuant to Section 10.6  hereof  or
otherwise made good or cured;

and  provided further that no such rescission and annulment shall
extend to or affect any subsequent Default or Event of Default or
impair any right consequent thereon.

Section 9. Interpretation of This Agreement.

Section 9.1.  Terms Defined.  As used herein, the following terms
have the respective meanings set forth below or set forth in  the
Section hereof following such term:

     "Affiliate"  means,  at any time, a  Person  (other  than  a
Subsidiary)

          (a)    that directly or indirectly through one or  more
intermediaries Controls, or is Controlled by,  or  is  under
common Control with, the Company,

          (b)    that beneficially owns or holds five percent (5%)
or more of any class of the Voting Stock of the Company,

          (c)    five percent (5%) or more of the Voting Stock (or
in  the  case  of  a Person that is not a corporation,  five
percent  (5%) or more of the equity interest)  of  which  is
beneficially  owned or held by the Company or a  Subsidiary, or

          (d)    that is an officer or director (or a member of the
immediate  family of an officer or director) of the  Company
or any Subsidiary,

at such time.  As used in this definition,

          "Control" means the possession, directly or indirectly,
     of the  power  to  direct or cause  the  direction  of  the
     management  and  policies of a Person, whether  through  the
     ownership of voting securities, by contract or otherwise.

     "Agreement, this" means this Note Purchase Agreement, as  it
may be amended and restated from time to time.

     "Basket Liens" Section 6.5(a)(ix).

     "Basket Secured Debt" Section 6.5(a)(ix)(A).

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

     "Business Day" means a day other than a Saturday,  a  Sunday
or  a day on which the bank designated by the holder of a Note to
receive  for  such  holder's account payments  on  such  Note  is
required  by  law  (other than a general  banking  moratorium  or
holiday for a period exceeding four (4) consecutive days)  to  be
closed.

     "Capital Lease" means, at any time, a lease with respect  to
which  the lessee is required to recognize the acquisition of  an
asset and the incurrence of a liability at such time.

     "Capital Lease Obligation" means, with respect to any Person
and  a Capital Lease, the amount of the obligation of such Person
as  a  lessee under such Capital Lease which would, in accordance
in GAAP, appear as a liability on a balance sheet of such Person.

     "Closing Date" Section 1.2(b).

     "Closing Date Subsidiary Debt" Section 6.9(a)(i).

     "Closing Date Subsidiary Debt" shall include any Funded Debt
that, directly or indirectly, refinances, renews or extends  such
Closing  Date Subsidiary Debt, provided that the amount  of  such
Funded  Debt  does  not  exceed the outstanding  amount  of  such
Closing  Date  Subsidiary Debt being so  refinanced,  renewed  or
extended.

     "Combined  Subsidiary Funded Debt" means, at any  time,  the
aggregate  amount  of Subsidiary Funded Debt of all  Subsidiaries
determined  on  a combined basis at such time and  excluding  the
aggregate amount of Subsidiary Funded Debt owing to the Company.

     "Company"  has  the  meaning specified in  the  introductory
sentence hereof.

     "Consolidated Adjusted Net Income" means, with reference  to
any  period,  the Consolidated Net Income for such  period  after
excluding therefrom the following (to the extent included in  the
determination   thereof):    any   extraordinary    items;    any
discontinued operations or the disposition thereof; any  non-cash
charges  or  credits  relating to economic  hedging  transactions
engaged in by, and specifically limited to, the Company's trading
and milling group, whether or not constituting hedging activities
pursuant  to  FASB  133;  and  any non-cash  charges  or  credits
relating  to currency adjustments on account of, and specifically
limited to, the Company's Argentinean sugar Subsidiary, Ingenio Y
Refineria San Martin del Tabacal SRL, in each case, as determined
by GAAP, where applicable.

     "Consolidated Funded Debt" means, at any time, the amount of
Funded  Debt of the Company, and the amount of Subsidiary  Funded
Debt  of all Subsidiaries, determined on a consolidated basis  at
such time.

     "Consolidated  Net  Income" for any period  shall  mean  the
gross  revenues  of  the  Company and its Subsidiaries  for  such
period  less  all  expenses and other proper  charges  (including
taxes   on  income),  determined  on  a  consolidated  basis   in
accordance with GAAP.

     "Consolidated Shareholders' Equity" means, at any time,

          (a)    the amount of shareholders' equity of the Company
     and the Subsidiaries (but excluding, without limitation, all
     Preferred Stock other than perpetual Preferred Stock and, to
     the extent included therein, minority interest), minus

          (b)    (i)  the  Restricted  Basket  Transfer  Proceeds
     Amount, plus

         (ii)    the Restricted Subsidiary Net Worth Amount,

all determined on a consolidated basis at such time.

     "Consolidated  Tangible Net Worth" means, at any  time,  the
amount equal to

          (a)    the sum of

                 (i)  the par value or stated value (as the  case
          may  be)  at  such time of all authorized,  issued  and
          outstanding  capital  stock  of  the  Company  and  the
          Subsidiaries   (excluding   capital   stock   held   in
          treasury), plus (or minus in each case of a deficit),

                (ii)  the  amount  of  the  paid-in  capital  and
          retained earnings at such time of the Company  and  the
          Subsidiaries, plus

               (iii)  the  amount  of Unamortized  Tax  Incentive
          Grants and Tax Incentive Financings, plus

                (iv)  the amount of the IRC 447(i) Suspense Account
          Amount,

     minus

          (b)    (i) the net book value (after deducting  related
     depreciation,  obsolescence,  amortization,  valuation   and
     other  proper  reserves)  of all Intangible  Assets  of  the
     Company and the Subsidiaries, plus

         (ii)    the Restricted Basket Transfer Proceeds  Amount,
     plus

        (iii)    the Restricted Subsidiary Net Worth Amount,

all determined on a consolidated basis at such time.  As used  in
this definition,

          "Intangible Assets," with respect to any Person,  means
     the following:

                 (a)    deferred   assets   (including,   without
          limitation,  insurance and prepaid taxes),  other  than
          prepaid expenses which are refundable;

                 (b)    patents, copyrights, trademarks, trade names,
          service   marks,  brand  names,  franchises,  goodwill,
          experimental expenses and other similar intangibles;

                 (c)    unamortized debt discount and expense; and

                 (d)    all other Property which would be considered
          to  be  intangible under generally accepted  accounting
          principles.

          "IRC  447(i)  Suspense Account Amount"  means,  at  any
     time, the amount included in deferred tax liabilities  on  a
     consolidated   balance  sheet  of  the   Company   and   the
     Subsidiaries prepared in accordance with GAAP at  such  time
     in   respect   of  deferred  tax  liabilities  incurred   in
     connection with section 447(i) of the IRC.

          "Unamortized  Tax  Incentive Grants and  Tax  Incentive
     Financings"  means,  at  any time, the  amount  included  in
     liabilities  on a consolidated balance sheet of the  Company
     and  the  Subsidiaries prepared in accordance with  GAAP  at
     such  time  in  respect of all monies granted  by  political
     subdivisions   as  contractual  concessions   for   economic
     development  by  the  Company or its  Subsidiaries  in  such
     political subdivisions.

     "Consolidated  Total Assets" means, at any time,  an  amount
equal  to  the  net  book  value (net  of  related  depreciation,
obsolescence, amortization, valuation, and other proper reserves)
of  all  assets  of  the Company and the Subsidiaries  minus  the
amount  of minority interest of the Company and the Subsidiaries,
determined on a consolidated basis at such time.

     "Default"  means  an event or condition  the  occurrence  of
which  would, with the lapse of time or the giving of  notice  or
both, become an Event of Default.

     "Disposition Value" means, at any time, with respect to  any
Property

           (a)     in the case of Property that does not constitute
     Subsidiary  Stock, the net book value thereof at such  time,
     and

           (b)     in  the  case  of  Property  that  constitutes
     Subsidiary Stock, an amount equal to that percentage of  the
     net  book value of the assets of the Subsidiary that  issued
     such  stock  as  is equal to the percentage of  all  of  the
     outstanding  Voting Stock of such Subsidiary represented  by
     such  Subsidiary Stock (assuming, in the case of  Subsidiary
     Stock that is convertible into such Voting Stock, conversion
     of such Subsidiary Stock), determined at such time.

     "Distribution"   means,  in  respect  of  any   corporation,
association  or  other business entity, (a)  dividends  or  other
distributions  or  payments  on capital  stock  or  other  equity
interest  of  such  corporation, association  or  other  business
entity  (except  distributions in  such  stock  or  other  equity
interest), and (b) the redemption or acquisition of such stock or
other equity interests or of warrants, rights or other options to
purchase such stock or other equity interests (except when solely
in  exchange  for  such stock or other equity  interests)  unless
made, contemporaneously, from the net proceeds of a sale of  such
stock or other equity interests.

     "EBITDA"  shall mean, with respect to any period, the  total
of  the  following calculated without duplication for the Company
and  its  Subsidiaries on a consolidated basis for  such  period:
(a)  Consolidated Adjusted Net Income for such period,  less  any
interest income included in determining Consolidated Adjusted Net
Income  for such period; plus (b) any provision for (or less  any
benefit  from) income or franchise taxes deducted in  determining
Consolidated   Adjusted  Net  Income  for   such   period;   plus
(c)   Interest   Charges  deducted  in  determining  Consolidated
Adjusted  Net  Income for such period; plus (d) amortization  and
depreciation   expense   deducted  in  determining   Consolidated
Adjusted Net Income for such period.

     "Environmental  Protection Laws" means any law,  statute  or
regulation  enacted  by any jurisdiction in  connection  with  or
relating  to  the  protection or regulation of  the  environment,
including,   without   limitation,  those  laws,   statutes   and
regulations   regulating  the  disposal,   removal,   production,
storing,   refining,   handling,  transferring,   processing   or
transporting  of hazardous or toxic substances, and  any  orders,
decrees   or   judgments  issued  by  any  court   of   competent
jurisdiction in connection with any of the foregoing.

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

     "ERISA Affiliate" means any corporation or trade or business
that is a member of the same controlled group of corporations  as
the Company, or is under common control with the Company, in each
case  within the meaning of section 414(b) or section  414(c)  of
the IRC.

     "Event of Default" Section 8.1.

     "Exchange  Act"  means the Securities and  Exchange  Act  of
1934, as amended from time to time.

     "Excluded Transfers" Section 6.8(b).

     "Fair Market Value" means, with respect to any Property, the
sale  value  of  such  Property that  would  be  realized  in  an
arm's-length  sale at such time between an informed  and  willing
buyer, and an informed and willing seller, under no compulsion to
buy or sell, respectively.

     "Foreign Pension Plan" means any plan, fund or other similar
program

          (a)    established or maintained outside of the  United
     States  of America by any one or more of the Company or  the
     Subsidiaries  primarily  for the benefit  of  the  employees
     (substantially  all of whom are aliens not residing  in  the
     United   States   of  America)  of  the  Company   or   such
     Subsidiaries,  which  plan, fund or  other  similar  program
     provides for retirement income for such employees or results
     in  a deferral of income for such employees in contemplation
     of retirement, and

          (b)    not otherwise subject to ERISA.

     "Funded Debt" means, at any time, with respect to any Person
(and  without duplication), Indebtedness of such Person having  a
final  maturity of more than one (1) year from such time or  that
is  renewable  or extendible at the option of such Person  for  a
period more than one (1) year from the date of determination, and
any Synthetic Lease Indebtedness in respect of "synthetic leases"
having a remaining term of greater than one year.

     "GAAP" means accounting principles as promulgated from  time
to  time  in  statements,  opinions  and  pronouncements  by  the
American  Institute  of  Certified  Public  Accountants  and  the
Financial  Accounting  Standards Board and  in  such  statements,
opinions  and pronouncements of such other entities with  respect
to  financial  accounting  of for-profit  entities  as  shall  be
accepted by a substantial segment of the accounting profession in
the United States.

     "Governmental Authority" means

         (a)   the government of

               (i)   the United States of America and any State or
          other political subdivision thereof, or

              (ii)    any other jurisdiction in which the Company
          or  any  Subsidiary conducts all or  any  part  of  its
          business,  or  that asserts any jurisdiction  over  the
          conduct  of  the  affairs of, or the  Property  of  the
          Company or any Subsidiary, and

         (b)   any  entity  exercising executive,  legislative,
     judicial,  regulatory  or administrative  functions  of,  or
     pertaining to, any such government.

     "Guaranty"  means  with  respect  to  any  Person  (for  the
purposes  of  this  definition, the "Guarantor")  any  obligation
(except  the  endorsement in the ordinary course of  business  of
negotiable instruments for deposit or collection) of such  Person
guaranteeing or in effect guaranteeing any indebtedness, dividend
or  other  obligation of any other Person (the "Primary Obligor")
in any manner, whether directly or indirectly, including, without
limitation, obligations incurred through an agreement, contingent
or otherwise, by the Guarantor:

         (a)   to purchase such indebtedness or obligation or any
     Property constituting security therefor;

         (b)   to advance or supply funds

                (i)   for  the  purchase  or  payment  of  such
          indebtedness or obligation, or

               (ii)   to maintain working capital or other balance
          sheet  condition or any income statement  condition  of
          the  Primary  Obligor or otherwise to advance  or  make
          available  funds  for the purchase or payment  of  such
          indebtedness or obligation;

         (c)   to  lease Property or to purchase Securities  or
     other  Property  or services primarily for  the  purpose  of
     assuring the owner of such indebtedness or obligation of the
     ability  of  the  Primary Obligor to  make  payment  of  the
     indebtedness or obligation; or

         (d)   otherwise to assure the owner of the indebtedness
     or obligation of the Primary Obligor against loss in respect
     thereof.

For  purposes  of  computing  the  amount  of  any  Guaranty,  in
connection  with  any  computation  of  indebtedness   or   other
liability,  it  shall be assumed that the indebtedness  or  other
liabilities  that  are the subject of such  Guaranty  are  direct
obligations of the issuer of such Guaranty, and the amount of the
Guaranty is the amount of the direct obligation then outstanding.

     "Indebtedness"  with  respect to any Person  means,  without
duplication,

          (a)    its liabilities for borrowed money (whether or not
     evidenced  by a Security) and its obligations in respect  of
     mandatorily redeemable preferred stock;

          (b)    any liabilities for borrowed money secured by any
     Lien  existing on Property owned by such Person (whether  or
     not such liabilities have been assumed);

          (c)    any obligations in respect of any Capital Lease of
     such Person;

          (d)    the present value of all payments due under  any
     arrangement  for retention of title or any conditional  sale
     agreement  (other  than a Capital Lease) discounted  at  the
     implicit  rate,  if  known,  with  respect  thereto  or,  if
     unknown, at 8% per annum;

          (e)    obligations of such Person in respect of letters
     of  credit or instruments serving a similar function  issued
     or  accepted  by banks and other financial institutions  for
     the  account  of  such Person (whether or  not  representing
     obligations for borrowed money);

          (f)    the aggregate net obligation under Swaps of such
     Person; and

          (g)    any Guaranty of such Person of any obligation  or
     liability of another Person.

As used in this definition,

     "Swaps" means, with respect to any Person, obligations  with
respect  to  interest rate swaps and currency swaps  and  similar
obligations  obligating  such Person to  make  payments,  whether
periodically or upon the happening of a contingency, except  that
if  any  agreement relating to such obligation provides  for  the
netting of amounts payable by and to such Person thereunder or if
any  such  agreement  provides for the  simultaneous  payment  of
amounts  by  and  to such Person, then, in each  such  case,  the
amount of such obligations shall be the net amount thereof.   The
aggregate  net  obligation of Swaps at  any  time  shall  be  the
aggregate  amount  of the obligations of such  Person  under  all
Swaps  assuming all such Swaps had been terminated by such Person
as  of the end of the then most recently ended fiscal quarter  of
such Person.  If such net aggregate obligation shall be an amount
owing to such Person, then the amount shall be deemed to be  Zero
Dollars  ($0).   Any such interest rate swap,  currency  swap  or
other  similar obligation shall not be deemed to be a "Swap"  for
purposes  of this definition if such interest rate swap, currency
swap  or  other similar obligation is entered into (a)  to  hedge
interest rate and/or currency risk of such Person with respect to
Indebtedness  incurred by such Person in the ordinary  course  of
its  business  and  pursuant to prudent and  reasonable  business
practices  that  are  consistent with the business  practices  of
other  companies similarly situated to such Person, (b) to  hedge
currency  risk with respect to any cash payments expected  to  be
received  or  made by such Person pursuant to a contract  entered
into  by  such Person in the ordinary course of business of  such
Person  and pursuant to prudent and reasonable business practices
that   are  consistent  with  the  business  practices  of  other
companies  similarly  situated to such Person  or  (c)  to  hedge
commodity risk with respect to any commodity held, required to be
delivered  or  anticipated to be received by such Person  in  the
ordinary  course  of  business of such  Person  and  pursuant  to
prudent  and  reasonable business practices that  are  consistent
with the business practices of other companies similarly situated
to such Person.

     "Interest  Charge Coverage Ratio" means, at  any  time,  the
ratio  of  (a)  EBITDA for the period of four consecutive  fiscal
quarters ending on, or most recently ended prior to, such time to
(b) Interest Charges for such period.

     "Interest  Charges" mean, with respect to  any  period,  the
total (without duplication) of the following (in each case, after
eliminating all offsetting debits and credits between the Company
and  its  Subsidiaries  and  all  other  items  required  to   be
eliminated  in the course of the preparation of the  consolidated
financial  statements  of  the Company and  its  Subsidiaries  in
accordance  with  GAAP):   (a) all interest  in  respect  of  the
Indebtedness  of  the  Company  and its  Subsidiaries  (including
imputed  interest  on  Capital  Lease  Obligations)  deducted  in
determining Consolidated Net Income for such period; plus (b) all
debt  discount and expense amortized or required to be  amortized
in  the  determination of Consolidated Net Income for such period
less (c) all interest income included in determining Consolidated
Net Income for such period."

     "Intergroup Transfer" Section 6.8(c).

     "IRC" means the Internal Revenue Code of 1986, together with
all  rules  and  regulations  promulgated  pursuant  thereto,  as
amended from time to time.

     "Investment"  means  any investment,  made  in  cash  or  by
delivery  of  Property, by the Company or any of its Subsidiaries
(i)  in any Person, whether by acquisition of stock, Indebtedness
or  other  obligation or Security, or by loan, Guaranty, advance,
capital contribution or otherwise, or (ii) in any property.

     "Lien" means any interest in Property securing an obligation
owed  to,  or  a claim by, a Person other than the owner  of  the
Property,  whether  such interest is based  on  the  common  law,
statute  or  contract,  and including  but  not  limited  to  the
security  interest  lien  arising from a  mortgage,  encumbrance,
pledge, conditional sale or trust receipt or a lease, consignment
or  bailment  for  security  purposes,  and  the  filing  of  any
financing  statement  under the Uniform Commercial  Code  of  any
jurisdiction, or an agreement to give any of the foregoing.   The
term  "Lien"  includes  reservations, exceptions,  encroachments,
easements,  rights-of-way,  covenants, conditions,  restrictions,
leases and other title exceptions and encumbrances affecting real
property   and  includes,  with  respect  to  stock,  stockholder
agreements, voting trust agreements, buy-back agreements and  all
similar  arrangements.  For the purposes hereof, the Company  and
each  Subsidiary shall be deemed to be the owner of any  Property
that  it  holds  or shall have acquired subject to a  conditional
sale  agreement, Capital Lease or other arrangement  pursuant  to
which  title  to the Property has been retained by or  vested  in
some  other  Person for security purposes, and such retention  or
vesting shall be deemed a Lien.

     "Make-Whole  Amount" means, with respect  to  a  Note  of  a
series,  an amount equal to the excess, if any, of the Discounted
Value  of  the Remaining Scheduled Payments with respect  to  the
Called  Principal of the Note of such series over the  amount  of
such Called Principal, provided that the Make-Whole Amount may in
no  event be less than zero.  For the purposes of determining the
Make-Whole  Amount,  the  following  terms  have  the   following
meanings:

          "Called Principal" means, with respect to a Note  of  a
     series, the principal of the Note of such series that is  to
     be  prepaid  pursuant to Section 4.2 or Section 4.4  or  has
     become  or  is  declared to be immediately due  and  payable
     pursuant to Section 8.2, as the context requires.

          "Discounted  Value" means, with respect to  the  Called
     Principal  of a Note of any series, the amount  obtained  by
     discounting all Remaining Scheduled Payments with respect to
     such  Called  Principal from their respective scheduled  due
     dates  to  the Settlement Date with respect to  such  Called
     Principal,  in  accordance with accepted financial  practice
     and at a discount factor (applied on the same periodic basis
     as  that on which interest on the Notes is payable) equal to
     the   Reinvestment  Yield  with  respect  to   such   Called
     Principal.

          "Reinvestment Yield" means, with respect to the  Called
     Principal  of  a  Note  of any series, fifty  one-hundredths
     percent  (0.50%)  over  the yield  to  maturity  implied  by
     (i)  the  yields reported, as of 10:00 A.M. (New  York  City
     time)  on  the second Business Day preceding the  Settlement
     Date  with respect to such Called Principal, on the  display
     designated  as  "PX-1"  on the Bloomberg  Financial  Markets
     Services  Screen (or such other display as may replace  Page
     PX-1 on the Bloomberg Financial Markets Services Screen) for
     actively  traded U.S. Treasury securities having a  maturity
     equal to the Remaining Average Life of such Called Principal
     as  of such Settlement Date, or (ii) if such yields are  not
     reported as of such time or the yields reported as  of  such
     time  are  not ascertainable, the Treasury Constant Maturity
     Series  Yields reported, for the latest day for  which  such
     yields  have been so reported as of the second Business  Day
     preceding  the Settlement Date with respect to  such  Called
     Principal, in Federal Reserve Statistical Release H.15 (519)
     (or  any  comparable  successor  publication)  for  actively
     traded  U.S. Treasury securities having a constant  maturity
     equal to the Remaining Average Life of such Called Principal
     as  of  such  Settlement Date.  Such implied yield  will  be
     determined,  if necessary, by (a) converting  U.S.  Treasury
     bill quotations to bond-equivalent yields in accordance with
     accepted  financial practice and (b) interpolating  linearly
     between (1) the actively traded U.S. Treasury security  with
     the remaining life closest to and greater than the Remaining
     Average  Life  and  (2)  the actively traded  U.S.  Treasury
     security  with the remaining life closest to and  less  than
     the Remaining Average Life.

          "Remaining  Average Life" means, with  respect  to  any
     Called  Principal,  the number of years (calculated  to  the
     nearest  one-twelfth  year) obtained by  dividing  (i)  such
     Called   Principal  into  (ii)  the  product   obtained   by
     multiplying (a) such Called Principal by (b) the  number  of
     years (calculated to the nearest one-twelfth year) that will
     elapse  between  the Settlement Date with  respect  to  such
     Called  Principal  and  the  scheduled  due  date  of   such
     Remaining Scheduled Payment.

          "Remaining  Scheduled Payments" means, with respect  to
     the  Called Principal of a Note of any series, all  payments
     of  such Called Principal and interest thereon that would be
     due  after  the Settlement Date with respect to such  Called
     Principal  if no payment of such Called Principal were  made
     prior  to  its  scheduled due date, provided  that  if  such
     Settlement Date is not a date on which interest payments are
     due  to be made under the terms of the Notes of such series,
     then  the  amount of the next succeeding scheduled  interest
     payment will be reduced by the amount of interest accrued to
     such  Settlement  Date  and required  to  be  paid  on  such
     Settlement Date pursuant to Section 4.2, Section 4.4 or 8.2.

          "Settlement  Date" means, with respect  to  the  Called
     Principal  of a Note of any series, the date on  which  such
     Called  Principal is to be prepaid pursuant to Section  4.2,
     or   Section  4.4  or  has  become  or  is  declared  to  be
     immediately due and payable pursuant to Section 8.2, as  the
     context requires.

     "Material Adverse Effect" means a material adverse effect on
the   business,  prospects,  profits,  Properties  or   condition
(financial or otherwise) of the Company and the Subsidiaries,  in
the  aggregate,  or  the ability of the Company  to  perform  its
obligations set forth herein and in the Notes.

     "Material Subsidiary" means, at any time, a Subsidiary that,

         (a)   at any time during the then current fiscal year or
     the  two  (2)  then preceding fiscal years of  the  Company,
     constituted  more  than three percent (3%)  of  Consolidated
     Total Assets or Consolidated Shareholders' Equity, or

          (b)   accounted for more than three percent (3%) of the
     revenues  or  net income of the Company and its consolidated
     subsidiaries, determined on a consolidated basis, in respect
     of  any one or more of the then preceding twelve (12) fiscal
     quarters of the Company.

     "Merger Transfer" Section 6.8(d).

     "Multiemployer  Plan"  means any  "multiemployer  plan"  (as
defined  in  Section  3(37) of ERISA) in  respect  of  which  the
Company or any ERISA Affiliate is an "employer" (as such term  is
defined in Section 3 of ERISA).

     "Net  Proceeds of Capital Stock" means, with respect to  any
period,  cash  proceeds  (net  of  all  costs  and  out-of-pocket
expenses  in connection therewith, including, without limitation,
placement,   underwriting  and  brokerage  fees  and   expenses),
received by the Company and its Subsidiaries during such  period,
from  the  sale  of  all capital stock or other equity  interests
(other  than Redeemable capital stock or other Redeemable  equity
interests) of the Company and its Subsidiaries, including in such
net proceeds:  (a) the net amount paid upon issuance and exercise
during  such period of any right to acquire any capital stock  or
other  equity interest, or paid during such period to  convert  a
convertible  debt  Security  to capital  stock  or  other  equity
interest  (but  excluding any amount paid  to  the  Company  upon
issuance  of such convertible debt Security), and (b) any  amount
paid  to  the  Company  or any Subsidiary upon  issuance  of  any
convertible  debt  Security  issued after  January  1,  2003  and
thereafter  converted to capital stock or other  equity  interest
(other  than Redeemable capital stock or other Redeemable  equity
interests) during such period.

     "Net  Transfer Proceeds" means the Fair Market Value of  the
proceeds  (of whatever type) paid or payable to the  Company  and
the  Subsidiaries  in respect of the Transfer  of  any  of  their
respective  Properties,  determined  as  of  the  date   of   the
substantial  completion of such transfer,  net  of  ordinary  and
customary  expenses incurred by the Company and the  Subsidiaries
in  connection with such Transfer and paid to Persons other  than
the  Company,  a  Subsidiary  or an  Affiliate  and  net  of  all
Indebtedness required by its terms to be paid in connection  with
such  Transfer  to  any  Person  other  than  the  Company  or  a
Subsidiary.

     "Note Purchase Agreements" Section 1.2(c).

     "Noteholder Approved Transfer" Section 6.8(g).

     "Notes"  shall have the meaning assigned thereto in  Section 1.1.

     "Offered Prepayment Amount" Section 4.4(a).

     "Ordinary Course Transfer" Section 6.8(a).

     "Other Purchasers" Section 1.2(c).

     "Parent  Corporation"  means Seaboard Flour  Corporation,  a
Delaware corporation, and any successor in interest thereto.

     "PBGC"  means the Pension Benefit Guaranty Corporation,  and
any Person succeeding to the functions of the PBGC.

     "Permitted   Affiliate   Transactions"   shall   mean    the
transactions described in Annex 4 hereto.

     "Permitted Lines of Business" means,

         (a)   Meat (including chicken, turkey, beef, lamb  and
     pork), poultry and seafood production and processing,

         (b)   Ocean   transportation  and   related   ground
     transportation and support,

         (c)   Animal feed production and processing,

         (d)   Flour and feed milling,

         (e)   Power production,

         (f)   Commodity merchandising,

         (g)   Baking, and

         (h)   Cash and investments held for future use by  the
     Company and the Subsidiaries in connection with any  of  the
     aforementioned Permitted Lines of Business.

     "Pension  Plan"  means, at any time, any  "employee  pension
benefit  plan" (as such term is defined in section  3  of  ERISA)
maintained at such time by the Company or any ERISA Affiliate for
employees  of the Company or such ERISA Affiliate, excluding  any
Multiemployer Plan.

     "Person"  means  an  individual,  partnership,  corporation,
trust, unincorporated organization, limited liability company  or
a government or agency or political subdivision thereof.

     "Placement Memorandum" Section 2.1.

     "Preferred  Stock" means, with respect to  any  corporation,
capital  shares  or  capital stock of such corporation  that  are
entitled to preference or priority over any other capital  shares
or capital stock of such corporation in respect of either or both
of  the  payment of dividends or the distribution of assets  upon
liquidation.

     "Prepayment Transfer" Section 6.8(f).

     "Property"  means any interest in any kind  of  property  or
asset,  whether real, personal or mixed, and whether tangible  or
intangible.

     "Property Disposition Date" Section 6.8(b).

     "Purchase Money Lien" means,

         (a)   a Lien on Property (other than accounts receivable
     and  inventory), acquired or constructed by the  Company  or
     any  Subsidiary, which Lien secures Indebtedness used by the
     owner  of such Property to pay for all or a portion  of  the
     related  purchase  price  or  construction  costs  of   such
     Property, provided that

               (i)    such Lien shall not extend to or cover  any
          Property  other  than Property acquired or  constructed
          after  the  Closing  Date  with  the  proceeds  of  the
          Indebtedness  secured  thereby, and  shall  not  secure
          Indebtedness other than such Indebtedness,

              (ii)    such Lien shall be imposed on such Property
          within   one  hundred  twenty  (120)  days  after   the
          acquisition  thereof  or  the  substantial   completion
          thereof, and

             (iii)    such Lien shall secure Indebtedness  in  an
          amount not exceeding one hundred percent (100%) of  the
          cost of acquisition or construction of the Property  to
          which such Indebtedness relates, and

         (b)   Liens  existing on Property of any  corporation,
     partnership  or  limited liability company at  the  time  it
     becomes a Subsidiary or merges with or consolidates into the
     Company  or  a  Subsidiary, and Liens existing  on  Property
     acquired  by  the  Company or any Subsidiary  that  were  in
     existence at the time of such acquisition, provided that

               (i)    such Lien shall not extend to or cover  any
          Property  other than the Property subject to such  Lien
          at  the  time of such transaction, and shall not secure
          Indebtedness other than the Indebtedness secured at the
          time of such transaction,

              (ii)    such Lien shall not secure Indebtedness in an
          amount exceeding one hundred percent (100%) of the Fair
          Market  Value of such Property measured at the time  of
          such transaction, and

             (iii)    such  Lien shall not have been  created  in
          contemplation  of any such transaction, and  shall  not
          have been created by the Company or a Subsidiary.

     "Purchasers" means the Persons listed as purchasers of Notes
on Annex 1 hereto.

     "Redeemable"  means, with respect to the  capital  stock  or
other  equity interest of any Person, each share of such Person's
capital stock or other equity interest that is

         (a)   redeemable, payable or required to be purchased or
     otherwise  retired  or  extinguished,  or  convertible  into
     Indebtedness  of such Person (i) at a fixed or  determinable
     date,  whether  by operation of sinking fund  or  otherwise,
     (ii)  at the option of any Person other than such Person  or
     (iii)  upon the occurrence of a condition not solely  within
     the control of such Person; or

         (b)   convertible into other Redeemable capital stock or
other equity interests.

     "Reinvested Transfer" Section 6.8(e).

     "Required  Holders" means, at any time, the  holders  of  at
least fifty-one percent (51%) in principal amount of the Notes at
the time outstanding (exclusive of Notes then owned by any one or
more of the Company, any Subsidiary or any Affiliate).

     "Responsible Officer" means any Senior Financial Officer and
any  other  officer  of the Company with responsibility  for  the
administration of the relevant portion of this Agreement.

     "Restricted Basket Transfer Proceeds Amount" means,  at  any
time,  the  net  book  value  of all Restricted  Basket  Transfer
Proceeds of the Company and the Subsidiaries, determined at  such
time.  As used in this definition,

     "Restricted    Basket   Transfer   Proceeds"    means    all
consideration  other than cash, cash equivalents, and  marketable
securities (including, without limitation, exchange-traded stocks
and  bonds) received by the Company or any Subsidiary in  respect
of  any  Transfer  of Property of the Company or  any  Subsidiary
permitted solely by Section 6.8(b) hereof and in which  the  Fair
Market  Value  of  the aggregate consideration payable  for  such
Transfer and all related Transfers is greater than Seven  Million
Five Hundred Thousand Dollars ($7,500,000).

     "Restricted  Payment" means any Distribution in  respect  of
the  Company,  including,  without limitation,  any  Distribution
resulting  in the acquisition by the Company of Securities  which
would constitute treasury stock (provided (i) any Distribution of
common  stock  of  the Company in exchange for capital  stock  or
other  equity interests of the Company shall not be a  Restricted
Payment  even if as a result of such exchange treasury  stock  is
created  and (ii) any Distribution of common stock of the Company
in connection with the Permitted Affiliate Transactions shall not
be  a  Restricted Payment).  For purposes of this Agreement,  the
amount  of any Restricted Payment made in property shall  be  the
greater  of  (x)  the  Fair Market Value  of  such  property  (as
determined  in  good  faith  by the board  of  directors  of  the
Company) and (y) the net book value thereof on the books  of  the
Company,  in  each case determined as of the date on  which  such
Restricted Payment is made.

     "Restricted Subsidiary Net Worth Amount" means, at any time,
with  respect  to any Subsidiary, the amount of the shareholders'
equity of such Subsidiary that cannot at such time be paid  as  a
dividend  on  the capital stock of such Subsidiary by  virtue  of
restrictions,  direct  or  indirect,  on  the  payment  of   such
dividends  imposed by the terms of any Indebtedness,  whether  or
not  such  Indebtedness  is  recourse  or  non-recourse  to  such
Subsidiary.

     "Securities  Act"  means  the Securities  Act  of  1933,  as
amended.

     "Security"  means "security" as defined in section  2(1)  of
the Securities Act.

     "Senior   Financial  Officer"  means  the  chief   financial
officer,  principal accounting officer, treasurer or  comptroller
of the Company.

     "Senior  Officer"  means  the  chairman  of  the  board   of
directors, the president, the comptroller, the treasurer and  any
vice-president of the Company.

     "Series A Notes" shall have the meaning assigned thereto  in
Section 1.1.

      "Series B Notes" shall have the meaning assigned thereto in
Section 1.1.

      "Series C Notes" shall have the meaning assigned thereto in
Section 1.1.

      "Series D Notes" shall have the meaning assigned thereto in
Section 1.1.

     "Subsidiary"  means,  as  to any  Person,  any  corporation,
partnership or limited liability company in which such Person  or
one or more of its Subsidiaries or such Person and one or more of
its  Subsidiaries owns sufficient equity or voting  interests  to
enable  it  or  them (as a group) ordinarily, in the  absence  of
contingencies, to elect a majority of the directors  (or  Persons
performing similar functions) of such entity, and any partnership
or  joint  venture if more than a 50% interest in the profits  or
capital  thereof is owned by such Person or one or  more  of  its
Subsidiaries  or such Person and one or more of its  Subsidiaries
(unless such partnership or joint venture can and does ordinarily
take  major business actions without the prior approval  of  such
Person  or one or more of its Subsidiaries).  Unless the  context
otherwise clearly requires, any reference to a "Subsidiary" is  a
reference to a Subsidiary of the Company.

     "Subsidiary Funded Debt" means, at any time, with respect to
any Subsidiary,

         (a)   Funded Debt of such Subsidiary,

         (b)   Preferred Stock of such Subsidiary.

For  purposes of determining the amount of Subsidiary Funded Debt
at  any  time, the amount of Subsidiary Funded Debt shall include
the  amount  of  the  principal of all Indebtedness  constituting
Subsidiary Funded Debt, the amount of accrued and unpaid interest
thereon,  the  par  or  stated  value  of  all  Preferred   Stock
constituting Subsidiary Funded Debt, and the amount  of  declared
but  unpaid  dividends  thereon, and any  other  amounts  due  in
respect of such Indebtedness and Preferred Stock.

     "Subsidiary Stock" means the capital stock of any Subsidiary
(without  duplication)  and  any security  exchangeable  for,  or
convertible into, such capital stock.

     "Successor Corporation" Section 6.4.

     "Synthetic  Lease Indebtedness" means the present  value  of
all  payments  due under "synthetic leases," being  those  leases
which are treated as operating leases for accounting purposes but
for  which the lessee is treated as the owner for federal  income
tax purposes, having a term (excluding any renewal thereof at the
option  of the lessee) of more than one year, discounted  at  the
implicit rate, if known, with respect thereto, or, if unknown, at
8%  per  annum.  In making such computation, the following leases
and arrangements shall not be included:

          (a)    Any other operating leases entered into  in  the
     ordinary  course of business, including, without limitation,
     leases for office space, warehouse or other storage space or
     production  facilities; and any other operating  leases  for
     any  personal property, including, without limitation, motor
     vehicles, copiers, computer and telephone equipment,  office
     furniture and equipment, production equipment and machinery,
     and any charters, whether time or voyage, of any vessels, in
     each  such  case  so  long  as such operating  leases  would
     qualify as conventional operating leases under GAAP  and  do
     not constitute synthetic leases, tax retention leases or any
     other  similar  off-balance sheet financing arrangements  in
     respect of any of the property described therein;

          (b)    Any leases, contracts, installment purchases  or
     other   arrangements  which  for  accounting  purposes   are
     capitalized and included on the Company's balance  sheet  as
     an asset and an accompanying liability; and

          (c)    The  production  facilities  financed  by   the
     synthetic  lease programs in existence on the Closing  Date,
     including  any renewals or refinancings thereof pursuant  to
     synthetic leases.

     "Transfer" Section 6.8.

     "Transfer Date" Section 4.4(b).

     "Voting  Stock" means capital stock of any class or  classes
of  a  corporation  the holders of which are ordinarily,  in  the
absence  of  contingencies, entitled to vote in the  election  of
corporate directors (or Persons performing similar functions).

     "Wholly-Owned Subsidiaries" means at any time, a  Subsidiary
all  of  the  capital stock of which, and securities  convertible
into,  exchangeable for, or representing the right  to  purchase,
such  capital stock (other than directors' qualifying shares)  is
owned  at  such  time by any one or more of the Company  and  the
other Wholly-Owned Subsidiaries, free of any Lien.

Section  9.2.   Generally Accepted Accounting Principles.   Where
the  character  or amount of any asset or liability  or  item  of
income  or  expense,  or any consolidation  or  other  accounting
computation is required to be made for any purpose hereunder,  it
shall  be  done in accordance with GAAP as in effect on the  date
of,  or  at  the  end  of the period covered  by,  the  financial
statements  from which such asset, liability, item of income,  or
item  of  expense,  is  derived, or, in  the  case  of  any  such
computation,  as  in  effect  on  the  date  as  of  which   such
computation is required to be determined, provided, that  if  any
term  defined  herein  includes or  excludes  amounts,  items  or
concepts that would not be included in or excluded from such term
if such term was defined with reference solely to GAAP, such term
will  be  deemed  to  include or exclude such amounts,  items  or
concepts as set forth herein.

Section 9.3.  Directly or Indirectly.  Where any provision herein
refers  to action to be taken by any Person, or which such Person
is  prohibited  from taking, such provision shall  be  applicable
whether  such  action  is taken directly or  indirectly  by  such
Person,  including  actions  taken  by  or  on  behalf   of   any
partnership in which such Person is a general partner.

Section  9.4.   Section  Headings  and  Table  of  Contents   and
Construction.

    (a)  Section Headings and Table of Contents, etc.  The titles
of  the  Sections of this Agreement and the Table of Contents  of
this  Agreement appear as a matter of convenience  only,  do  not
constitute  a  part hereof and shall not affect the  construction
hereof.   The words "herein," "hereof," "hereunder" and  "hereto"
refer  to  this  Agreement as a whole and not to  any  particular
Section or other subdivision.

    (b)  Construction.  Each covenant contained herein shall  be
construed (absent an express contrary provision herein) as  being
independent   of  each  other  covenant  contained  herein,   and
compliance  with  any  one covenant shall  not  (absent  such  an
express  contrary provision) be deemed to excuse compliance  with
one or more other covenants.

Section 9.5.  Governing Law.  This Agreement and the Notes  shall
be  governed  by, and construed and enforced in accordance  with,
internal New York law.

Section 10.Miscellaneous.

Section 10.1. Communications.

    (a)  Method; Address.  All communications hereunder or under
the  Notes shall be in writing, shall be hand delivered, sent  by
overnight  courier, or sent by facsimile transmission  (confirmed
by  delivery  by overnight courier sent on the same day  as  such
facsimile transmission) and shall be addressed,

         (i)   if to the Company,

               Seaboard Corporation
               9000 West 67th Street
               Shawnee Mission, KS  66202
               Fax. (913) 676-8976
               Attention: Vice-President - Finance

or  at such other address as the Company shall have furnished  in
writing to all holders of the Notes at the time outstanding, and

        (ii)   if to any of the holders of the Notes,

               (A)   if such holders are the Purchasers, at their
          respective  addresses set forth on Annex 1 hereto,  and
          further including any parties referred to on such Annex
          1  which are required to receive notices in addition to
          such holders of the Notes, and

               (B)    if such holders are not the Purchasers,  at
          their  respective addresses set forth in  the  register
          for  the  registration and transfer of Notes maintained
          pursuant to Section 6.3 hereof,

or  to  any  such party at such other address as such  party  may
designate   by  notice  duly  given  in  accordance   with   this
Section 10.1 to the Company (which other address shall be entered
in such register).

    (b)   When  Given.  Any communication shall be deemed  to  be
received when actually received at the address of the addressee.

Section  10.2.  Confidentiality.  Any information concerning  the
Company or any Subsidiary that has been supplied to any holder of
Notes by the Company or such Subsidiary and identified in writing
by  such  party  as  confidential and that is not,  at  the  time
supplied  to such holder or thereafter, information available  to
the  public  shall be treated as confidential by such  holder  in
accordance  with  the procedures and standards that  such  holder
generally  applies  to  information  of  a  confidential  nature.
Notwithstanding the foregoing, the Company acknowledges that  the
holder of any Note may deliver copies of any financial statements
and  other  documents delivered to such holder, and disclose  any
other  information disclosed to such holder, by or on  behalf  of
the  Company or any Subsidiary in connection with or pursuant  to
this Agreement to:

          (a)    such  holder's directors or trustees,  officers,
     employees, agents and professional consultants,

          (b)    any other holder of any Note,

          (c)    any Person to which such holder offers  to  sell
     such  Note  or any part thereof, provided that  such  Person
     first agrees in writing to be subject to the requirements of
     this Section,

          (d)    any federal or state regulatory authority having
     jurisdiction over such holder, and the National  Association
     of Insurance Commissioners or any similar organization,

          (e)    Standard & Poor's Corporation, Moody's  Investor
     Services,   Inc.,   and  any  other  nationally   recognized
     financial  rating  service, which is  reviewing  the  credit
     rating of any holder of Notes, and

          (f)    any  other  Person  to which  such  delivery  or
     disclosure  may  be necessary or appropriate  in  compliance
     with  any law, rule, regulation or order applicable to  such
     holder,  in response to any subpoena or other legal process,
     in connection with any litigation to which such holder is  a
     party,  or  in order to protect such holder's investment  in
     such Note.

Each  holder  of  a Note, by its acceptance of a  Note,  will  be
deemed  to have agreed to be bound by and to be entitled  to  the
benefits of this Section 10.2 as though it were a party  to  this
Agreement.   On  reasonable request by the Company in  connection
with the delivery to any holder of a Note of information required
to  be delivered to such holder under this Agreement or requested
by  such  holder  (other than a holder that is a  party  to  this
Agreement  or  its  nominee), such  holder  will  enter  into  an
agreement  with  the  Company embodying the  provisions  of  this
Section 10.2.

Section 10.3. Reproduction of Documents.  This Agreement and  all
documents relating hereto, including, without limitation,

          (a)    consents,  waivers  and modifications  that  may
     hereafter be executed,

          (b)    documents received by you at the closing of your
     purchase of the Notes (except the Notes themselves), and

          (c)    financial  statements,  certificates  and  other
     information previously or hereafter furnished to you or  any
     other holder of Notes,

may  be  reproduced  by any holder of Notes by any  photographic,
photostatic,   microfilm,   microcard,  miniature   photographic,
digital  or  other similar process and each holder of  Notes  may
destroy any original document so reproduced.  The Company  agrees
and stipulates that any such reproduction shall be admissible  in
evidence as the original itself in any judicial or administrative
proceeding  (whether  or not the original  is  in  existence  and
whether or not such reproduction was made by such holder of Notes
in  the  regular  course of business) and that  any  enlargement,
facsimile  or  further  reproduction of such  reproduction  shall
likewise be admissible in evidence.  Nothing in this Section 10.3
shall prohibit the Company or any holder of Notes from contesting
the accuracy or validity of any such reproduction.

Section   10.4.   Survival.   All  warranties,   representations,
certifications and covenants made by the Company herein or in any
certificate or other instrument delivered by it or on its  behalf
hereunder shall be considered to have been relied upon by you and
shall survive the delivery to you of the Notes regardless of  any
investigation  made by you or on your behalf.  All statements  in
any   such  certificate  or  other  instrument  shall  constitute
warranties  and  representations by the Company  hereunder.   The
obligations of the Company to make payments to the holders of the
Notes in respect of reimbursement of costs, charges, outlays  and
expenses  pursuant hereto shall survive the payment or prepayment
of the Notes and the termination hereof.

Section 10.5. Successors and Assigns.  This Agreement shall inure
to  the benefit of and be binding upon the successors and assigns
of  each  of  the  parties  hereto.  The  provisions  hereof  are
intended to be for the benefit of all holders, from time to time,
of Notes, and shall be enforceable by any such holder, whether or
not  an  express  assignment to such holder of  rights  hereunder
shall have been made by you or your successor or assign.

Section 10.6. Amendment and Waiver.

    (a)   Requirements.  This Agreement may be amended,  and  the
observance of any term hereof may be waived, with (and only with)
the  written  consent  of the Company and the  Required  Holders,
provided  that  no  such  amendment  or  waiver  of  any  of  the
provisions  of Section 1 through Section 3 hereof, inclusive,  or
any  defined  term  used therein, shall be effective  as  to  any
holder  of  Notes unless consented to by such holder in  writing;
and  provided  further that no such amendment  or  waiver  shall,
without  the  written  consent  of  the  holders  of  all   Notes
(exclusive  of Notes held by the Company, any Subsidiary  or  any
Affiliate) at the time outstanding,

          (i)   subject to Section 8 hereof, change the amount or
     time of any prepayment or payment of principal or Make-Whole
     Amount or the rate or time of payment of interest,

         (ii)   amend or waive the provisions of Section 8 hereof,

        (iii)   amend the definition of "Required Holders," or

         (iv)   amend or waive this Section 10.6.

   (b)  Solicitation of Noteholders.

          (i)   Solicitation.  Each  holder   of   the   Notes
     (irrespective of the amount of Notes then owned by it) shall
     be  provided  by the Company with sufficient information  to
     enable such holder to make an informed decision with respect
     to any proposed waiver or amendment of any of the provisions
     hereof or the Notes.  Executed or true and correct copies of
     any waiver or consent effected pursuant to the provisions of
     this  Section 10.6 shall be delivered by the Company to each
     holder of outstanding Notes forthwith following the date  on
     which the same shall have been executed and delivered by all
     holders of outstanding Notes required to consent or agree to
     such waiver or consent.

         (ii)   Payment.   The Company shall  not,  directly  or
     indirectly,  pay  or  cause  to be  paid  any  remuneration,
     whether  by way of supplemental or additional interest,  fee
     or  otherwise, or grant any security, to any holder of Notes
     as  consideration for or as an inducement  to  the  entering
     into  by  any holder of Notes of any waiver or amendment  of
     any   of  the  terms  and  provisions  hereof  unless   such
     remuneration   is   concurrently  paid,   or   security   is
     concurrently  granted,  on the same terms,  ratably  to  the
     holders of all Notes then outstanding.

        (iii)   Scope of Consent.  Any consent made pursuant  to
     this  Section 10.6 by a holder of Notes that has transferred
     or  has  agreed  to transfer its Notes to the  Company,  any
     Subsidiary  or any Affiliate and has provided or has  agreed
     to  provide  such  written consent as a  condition  to  such
     transfer  shall  be void and of no force and  effect  except
     solely  as  to such holder, and any amendments  effected  or
     waivers granted or to be effected or granted that would  not
     have  been  or would not be so effected or granted  but  for
     such consent (and the consents of all other holders of Notes
     that  were  acquired  under the same or similar  conditions)
     shall be void and of no force and effect, retroactive to the
     date  such  amendment  or  waiver initially  took  or  takes
     effect, except solely as to such holder.

      (c)     Binding  Effect.    Except   as    provided    in
Section 10.6(b)(iii) hereof, any amendment or waiver consented to
as  provided  in  this Section 10.6 shall apply  equally  to  all
holders  of  Notes and shall be binding upon them and  upon  each
future  holder  of any Note and upon the Company whether  or  not
such  Note  shall have been marked to indicate such amendment  or
waiver.   No such amendment or waiver shall extend to  or  affect
any  obligation, covenant, agreement, Default or Event of Default
not  expressly  amended or waived or impair any right  consequent
thereon.

      (d)     Expenses.   The  Company  shall  pay  when  billed  the
reasonable  expenses (including expenses incurred  in  connection
with inspections made pursuant to Section 7.4 hereof) relating to
the  consideration, negotiation, preparation or execution of  any
amendments,  waivers, or consents with respect to the  provisions
hereof,  and  at any time when the parties hereto are  conducting
"workout" negotiations, (including, without limitation, the  fees
of  professional advisors and attorneys and the allocated cost of
your   counsel  who  are  your  employees  or  your   affiliates'
employees),  whether  or  not  any such  amendments,  waivers  or
consents are executed.

Section 10.7. Payments on Notes.

    (a)   Manner  of Payment.  The Company shall pay all  amounts
payable  with  respect to each Note (without any  presentment  of
such  Notes  and without any notation of such payment being  made
thereon)  by crediting, by federal funds bank wire transfer,  the
account of the holder thereof in any bank in the United States of
America  as  may be designated in writing by such holder,  or  in
such  other manner as may be reasonably directed or to such other
address  in  the  United States of America as may  be  reasonably
designated  in writing by such holder.  Annex 1 hereto  shall  be
deemed  to  constitute  notice,  direction  or  designation   (as
appropriate)  to  the  Company  with  respect  to   payments   as
aforesaid.  In the absence of such written direction, all amounts
payable  with respect to each Note shall be paid by check  mailed
and  addressed  to  the registered holder of  such  Note  at  the
address  shown in the register maintained by the Company pursuant
to Section 5.1 hereof.

   (b)  Payments Due on Holidays.  If any payment due on, or with
respect  to,  any  Note shall fall due on  a  day  other  than  a
Business  Day,  then  such payment shall be  made  on  the  first
Business  Day following the day on which such payment shall  have
so  fallen  due;  provided that if all or  any  portion  of  such
payment  shall consist of a payment of interest, for purposes  of
calculating such interest, such payment shall be deemed  to  have
been  originally due on such first following Business  Day,  such
interest  shall accrue and be payable to (but not including)  the
actual  date  of  payment, and the amount of the next  succeeding
interest payment shall be adjusted accordingly.

    (c)  Payments, When Received.  Any payment to be made to  the
holders of, Notes hereunder or under the Notes shall be deemed to
have  been made on the Business Day such payment actually becomes
available  to  such holder at such holder's bank prior  to  11:00
a.m. (local time of such bank).

Section  10.8. Entire Agreement.  This Agreement constitutes  the
final  written  expression of all of the terms hereof  and  is  a
complete and exclusive statement of those terms.

Section 10.9. Duplicate Originals, Execution in Counterpart.  Two
or  more duplicate originals hereof may be signed by the parties,
each  of  which  shall be an original but all of  which  together
shall constitute one and the same instrument.  This Agreement may
be  executed  in one or more counterparts and shall be  effective
when  at  least one counterpart shall have been executed by  each
party  hereto,  and each set of counterparts that,  collectively,
show  execution  by  each  party  hereto  shall  constitute   one
duplicate original.

 [Remainder of page intentionally blank. Next page is signature page.]



     The  execution hereof by the Purchasers shall  constitute  a
contract  among the Company and the Purchasers for the  uses  and
purposes  hereinabove set forth.  This Agreement may be  executed
in   any   number  of  counterparts,  each  executed  counterpart
constituting an original but all together only one agreement.


                                Very truly yours,

                                Seaboard Corporation



                                By /s/ Robert Steer
                                   Name:  Robert Steer
                                   Title: Senior Vice President and Chief
                                          Financial Officer




Accepted as of the date first written above:

                                Allstate Life Insurance Company



                                By /s/ Jerry D. Zinkula
                                   Name: Jerry D. Zinkula


                                By /s/ Daniel C. Leimbach
                                   Name: Daniel C. Leimbach
                                         Authorized Signatories



Accepted as of the date first written above:

                                Allstate Life Insurance Company
                                  of New York



                                By /s/ Jerry D. Zinkula
                                   Name: Jerry D. Zinkula


                                By /s/ Daniel C. Leimbach
                                   Name: Daniel C. Leimbach
                                         Authorized Signatories



Accepted as of the date first written above:

                                The Lincoln National Life
                                  Insurance Company

                                By: Delaware Investment
                                    Advisers, a series of
                                    Delaware Management Business
                                    Trust, Attorney-In-Fact



                                    By /s/ Chuck Devereux
                                       Name:  Chuck Devereux
                                       Title: Vice President



Accepted as of the date first written above:

                                Jefferson-Pilot Life Insurance Company



                                By /s/ Robert E. Whalen, II
                                   Name:  Robert E. Whalen, II
                                   Title: Vice President



Accepted as of the date first written above:

                                Massachusetts Mutual Life Insurance Company

                                By: David L. Babson & Company
                                    Inc., as Investment Adviser



                                    By /s/ Elisabeth A. Perenick
                                       Name: Elisabeth A.Perenick
                                       Title:Managing Director



Accepted as of the date first written above:

                                C.M. Life Insurance Company

                                By: David L. Babson & Company
                                    Inc., as Investment Sub-
                                    Adviser



                                    By /s/ Elisabeth A. Perenick
                                       Name: Elisabeth A.Perenick
                                      Title: Managing Director




Accepted as of the date first written above:

                                MassMutual Asia Limited

                                By: David L. Babson & Company
                                    Inc., as Investment Adviser



                                    By /s/ Elisabeth A. Perenick
                                       Name: Elisabeth A.Perenick
                                      Title: Managing Director




Accepted as of the date first written above:

                                Modern Woodmen of America



                                By /s/ C. Ernest Beane
                                   Name:  C. Ernest Beane
                                   Title: General Counsel



Accepted as of the date first written above:

                                Nationwide Life and Annuity Insurance Company



                                By /s/ Mark W. Poeppelman
                                   Name: Mark W. Poeppelman
                                  Title: Associate Vice President




Accepted as of the date first written above:

                                Nationwide Life Insurance Company



                                By /s/ Mark W. Poeppelman
                                  Name:  Mark W. Poeppelman
                                  Title: Associate Vice President





Accepted as of the date first written above:

                                Northwest Farm Credit Services, PCA



                                By /s/ Jim D. Allen
                                   Name: Jim D. Allen
                                  Title: Vice President





Accepted as of the date first written above:

                                The Ohio National Life Insurance Company



                                By /s/ Michael A. Boedeker
                                   Name:  Michael A. Boedeker
                                   Title: Senior Vice President, Investments



Accepted as of the date first written above:

                                Phoenix Life Insurance Company



                                By /s/ Christopher M. Wilkos
                                   Name:  Christopher M. Wilkos
                                   Title: Senior Vice President
                                          Corporate Portfolio Management
                                          Phoenix Life Insurance Company




Accepted as of the date first written above:

                                Security Financial Life Insurance Co.



                                By /s/ Kevin W. Hammond
                                   Name:  Kevin W. Hammond
                                   Title: Vice President Chief Investment
                                   Officer





Accepted as of the date first written above:

                                Woodmen Accident and Life Company



                                By /s/ Victor Weber
                                   Name:  Victor Weber
                                   Title: Director, Securities Investments,
                                          Chief Investment Officer &
                                          Asst. Treasurer




</TEXT>
</DOCUMENT>
