[EXECUTION COPY]



                        CREDIT AGREEMENT


                              among


                   GEORGIA-PACIFIC CORPORATION


                    THE LENDERS NAMED HEREIN


                 BANK OF AMERICA NATIONAL TRUST
                    AND SAVINGS ASSOCIATION,
                            as Agent,


                               and


                      BA SECURITIES, INC.,
                           as Arranger




                         $1,500,000,000

                  Dated as of December 23, 1996

<PAGE>

                        TABLE OF CONTENTS

                                                             Page
                                                             ----


                            ARTICLE I
                DEFINITIONS AND ACCOUNTING TERMS

1.01    Certain Defined Terms.................................  1
1.02    Computation of Time Periods........................... 15
1.03    Accounting Matters.................................... 15
1.04    Certain Terms......................................... 15

                           ARTICLE II
                 AMOUNTS AND TERMS OF THE LOANS

2.01    Committed Loans....................................... 16
2.02    Procedure for Committed Borrowings.................... 16
2.03    Bid Borrowings........................................ 17
2.04    Procedure for Bid Borrowings.......................... 17
2.05    Evidence of Indebtedness.............................. 20
2.06    Optional Reduction of the Commitments................. 21
2.07    Repayment............................................. 21
        (a)    The Committed Loans............................ 21
        (b)    The Bid Loans.................................. 21
2.08    Optional Prepayments.................................. 21
2.09    Interest.............................................. 22
2.10    Default Interest...................................... 23
2.11    Continuation and Conversion Elections for Committed
        Loans                                                  23



                                                             Page
                                                             ----


                           ARTICLE III
                      FEES; PAYMENTS; TAXES

3.01    Fees.................................................. 25
        (a)    Commitment Fee................................. 25
        (b)    Facility Fee................................... 25
        (c)    Agency Fee..................................... 26
3.02    Computation of Interest, Fees......................... 26
3.03    Payments by the Company............................... 26
3.04    Payments by the Lenders............................... 27
3.05    Taxes................................................. 28
3.06    Sharing of Payments, Etc.............................. 33

                           ARTICLE IV
                 CHANGES IN CIRCUMSTANCES; ETC.

4.01    Eurodollar Rate Protection............................ 35
4.02    Additional Interest on Eurodollar Loans............... 35
4.03    Increased Costs....................................... 35
4.04    Illegality............................................ 36
4.05    Capital Adequacy...................................... 36
4.06    Funding Losses........................................ 36
4.07    Funding; Certificates of Lenders...................... 38
4.08    Change of Lending Office; Limitation on Increased
        Costs                                                  38
4.09    Replacement of Lenders................................ 39

                            ARTICLE V
                 REPRESENTATIONS AND WARRANTIES

5.01    Corporate Existence; Compliance with Law.............. 40
5.02    Corporate Power; Authorization........................ 40
5.03    Enforceable Obligations............................... 41
5.04    Taxes................................................. 41
5.06    Litigation............................................ 42
5.07    Subsidiaries.......................................... 42
5.08    Liens................................................. 42
5.09    No Burdensome Restrictions; No Defaults............... 43
5.10    Investment Company Act; Public Utility Holding
        Company Act                                            43
5.11    Margin Regulations.................................... 43
5.12    Environmental Matters................................. 43
5.13    Labor Matters......................................... 45
5.14    ERISA Plans........................................... 45

                           ARTICLE VI
                       CONDITIONS PRECEDENT

6.01    Conditions Precedent to the First Loan................ 46
        (a)    Board Resolutions; Incumbency Certificates..... 46
        (b)    Articles of Incorporation; By-Laws and
               Good Standing                                   46
        (c)    Subsidiary Guaranty............................ 46
        (d)    Legal Opinion.................................. 46
        (e)    Termination of the 1993 Credit Agreement....... 47
6.02    Additional Conditions Precedent to the First Loan..... 47
        (a)    No Material Adverse Effect..................... 47
        (b)    Margin Regulations............................. 47
        (c)    Fees Costs and Expenses........................ 47
        (d)    Company Officer's Certificate.................. 47
6.03    Conditions Precedent to Each Committed Loan........... 47
        (a)    Notice of Borrowing............................ 47
        (b)    Accuracy of Representations; No Default; Etc... 47
        (c)    Other Assurances............................... 48
6.04    Conditions Precedent to Each Bid Borrowing............ 48
        (a)    Promissory Notes............................... 48
        (b)    Accuracy of Representations; No Default; Etc... 48

                           ARTICLE VII
                         AFFIRMATIVE COVENANTS

7.01    Application of Proceeds............................... 49
7.02    Compliance with Laws, Etc............................. 49
7.03    Payment of Taxes, Etc................................. 49
7.04    Maintenance of Insurance.............................. 49
7.05    Preservation of Corporate Existence, Etc.............. 49
7.06    Access................................................ 50
7.07    Keeping of Books...................................... 50
7.08    Maintenance of Properties, Etc........................ 50
7.09    Financial Statements.................................. 50
7.10    Reporting Requirements................................ 51
7.11    ERISA Plans........................................... 51
7.12    Environmental Compliance; Notice...................... 51

                          ARTICLE VIII
                       NEGATIVE COVENANTS

8.01    Liens, Etc............................................ 53
8.02    Sale-Leaseback Transactions........................... 55
8.03    Mergers, Etc.......................................... 56
8.04    Transactions with Affiliates.......................... 57
8.05    Accounting Changes.................................... 57
8.06    Margin Regulations.................................... 57
8.07    Negative Pledges, Etc................................. 57
8.08    Leverage Ratio........................................ 57

                           ARTICLE IX
                        EVENTS OF DEFAULT

9.01    Events of Default..................................... 58
        (a)    Non-Payment.................................... 58
        (b)    Representations and Warranties................. 58
        (c)    Specific Defaults.............................. 58
        (d)    Other Defaults................................. 58
        (e)    Default under Other Agreements................. 58
        (f)    Bankruptcy or Insolvency....................... 59
        (g)    Involuntary Proceedings........................ 59
        (h)    Monetary Judgments............................. 59
        (i)    Pension Plans.................................. 60
        (j)    Change in Control.............................. 60
        (k)    Impairment of Certain Documents................ 60
9.02    Remedies.............................................. 60



                            ARTICLE X
                            THE AGENT

10.01   Appointment........................................... 62
10.02   Delegation of Duties.................................. 62
10.03   Liability of Agent.................................... 62
10.04   Reliance by Agent..................................... 62
10.05   Notice of Default..................................... 63
10.06   Credit Decision....................................... 64
10.07   Indemnification....................................... 64
10.08   Agent in Individual Capacity.......................... 65
10.09   Successor Agent....................................... 65
10.10   The Arranger.......................................... 66

                           ARTICLE XI
                          MISCELLANEOUS

11.01   Notices, Etc.......................................... 67
11.02   Amendments, Etc....................................... 67
11.03   No Waiver; Remedies................................... 68
11.04   Costs and Expenses.................................... 68
11.05   Indemnity............................................. 69
11.06   Right of Set-off...................................... 70
11.07   Binding Effect........................................ 70
11.08   Assignments, Participations, Etc...................... 71
11.09   Confidentiality....................................... 73
11.10   Survival.............................................. 73
11.11   Severability.......................................... 74
11.12   Headings.............................................. 74
11.13   GOVERNING LAW......................................... 74
11.14   Execution in Counterparts............................. 74
11.15   ENTIRE AGREEMENT...................................... 74
11.16   WAIVER OF JURY TRIAL.................................. 74

Schedule            Description

1.01(a)             Commitments; Commitment Percentages
1.01(b)             Lending Offices
1.01(c)             Reference Banks
5.02(d)             Corporate Power; Authorizations
5.07                Subsidiaries
5.12                Environmental Matters
5.13                Labor Matters
5.14                ERISA
8.01                Existing Liens


                            EXHIBITS
                            --------


Exhibit             Description

2.02                Form of Notice of Borrowing
2.04                Form of Competitive Bid Request
2.05(b)             Form of Promissory Note (Committed Loans)
2.05(c)             Form of Promissory Note (Bid Loans)
2.11                Form of Notice of Conversion/Continuation
6.01(c)             Form of Subsidiary Guaranty
6.01(d)             Form of Opinion of Counsel for the Company
6.02(d)             Form of Officer's Closing Certificate
7.09                Form of Compliance Certificate
11.08               Form of Notice of Assignment


     This CREDIT AGREEMENT is entered into as of December 23, 1996 among
GEORGIA-PACIFIC CORPORATION, a Georgia corporation (the "Company"), the various
                                                         -------

financial institutions that are, or may from time to time become, party hereto
(the "Lenders") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
      -------

Agent for the Lenders, and BA SECURITIES, INC., as Arranger.

     WHEREAS, the Company, certain of the Lenders and the Agent are party to the
Credit Agreement dated as of June 30, 1993, as amended (the "1993 Credit
                                                             -----------
Agreement");
---------


     WHEREAS, the Company desires to terminate the commitments under the 1993
Credit Agreement and enter into a new credit facility to refinance previously
outstanding obligations on different terms and conditions; and

     WHEREAS, the Company has obtained commitments from the Lenders, pursuant to
which the Lenders are willing to make loans to the Company and to provide
certain other credit facilities to the Company (including a competitive bid
facility) in a maximum aggregate principal amount at any one time outstanding
not to exceed $1,500,000,000, on the terms and subject to the conditions set
forth herein;

     NOW THEREFORE, the parties hereto agree as follows:

                            ARTICLE I
                DEFINITIONS AND ACCOUNTING TERMS
                --------------------------------
                               
     I.01 Certain Defined Terms.  As used in this Agreement and in any Schedules
          ---------------------

and Exhibits to this Agreement, the following terms have the following meanings
(such meanings to be equally applicable to both the singular and plural forms of
the terms defined):

     "Adjusted Reference Rate" means the fluctuating interest rate per annum
      -----------------------

equal to the higher of (a) the sum of the Federal Funds Rate plus 1/2% and (b)
                                                             ----

the rate of interest (the "Reference Rate") publicly announced from time to time
                           --------------

by Bank of America in San Francisco, California, as its reference rate.  The
Reference Rate is a rate set by Bank of America based upon various factors
including Bank of America's cost and desired return, general economic conditions
and other factors, and is used as a reference point for pricing some loans,
which may be priced at, above or below the Reference Rate.  Any change in the
Reference Rate shall take effect at the opening of business on the day specified
in the public announcement of such change.

     "Affiliate" means, with respect to any Person, any Subsidiary of such
      ---------

Person and any other Person which, directly or indirectly, controls, or is
controlled by, or is under common control with, such Person (excluding any
trustee under, or any committee with responsibility for administering, any
Plan).  A Person shall be deemed to control another Person if such Person
possesses, directly or indirectly, the power:

          (a) to vote 10% or more of the securities having ordinary voting power
     for the election of directors of such other Person; or

          (b) to direct or cause the direction of the management and policies of
     such other Person, whether through the ownership of voting securities, by
     contract or otherwise.

     Notwithstanding the foregoing, neither Bowater Incorporated nor Great
Northern Paper, Inc. shall be deemed to be an Affiliate of the Company or of any
Subsidiary or any other Affiliate of the Company from and after the date of
acquisition of Great Northern Paper, Inc. by Bowater Incorporated.

     "Agent" means Bank of America in its capacity as agent for the Lenders,
      -----

together with any successor thereto in such capacity.

     "Aggregate Commitments" means the aggregate amount of the Commitments of
      ---------------------

all the Lenders as in effect from time to time.

     "Agreement" means this Credit Agreement, as from time to time    amended,
      ---------

modified or supplemented.

     "Arranger" means BA Securities, Inc., in its capacity as Arranger hereof.
      --------
                               
     "Assignee" means any bank which becomes a party to this Agreement pursuant
      --------

to Section 11.08.
   -------------
                               
     "Available Commitments" means, at any time, the excess, if  any, of the
      ---------------------

Aggregate Commitments in effect at such time over the sum of (a) the aggregate
principal amount of all Committed Loans then outstanding, plus (b) the aggregate
                                                          ----

principal amount of all  Bid Loans then outstanding plus (c) the aggregate
                                                    ----

principal amount of all 1993 Facility Bid Loans then outstanding.

     "Bank of America" means Bank of America National Trust and  Savings
      ---------------

Association, a national banking association.

     "Base Rate" has the meaning specified in Section 2.04(a)(iv).
      ---------                               -------------------


     "Base Rate Bid Loan" means any Bid Loan that bears interest at a rate
      ------------------

determined with reference to a Base Rate.

     "Bid Borrowing" means an extension of credit hereunder consisting of one or
      -------------

more Bid Loans made to the Company on the same day by one or more Lenders.

     "Bid Loan" means a Loan made by a Lender to the Company pursuant to Section
      --------                                                           -------

2.03 and may be a Base Rate Bid Loan or a Fixed Rate Bid Loan.
----

     "Borrowing" means a Bid Borrowing or a Committed Borrowing.
      ---------

     "Business Day" means any day other than a Saturday, Sunday or other day on
      ------------

which commercial banks in New York City, New York, or San Francisco, California,
are authorized or required by law to close and, if the applicable Business Day
relates to any Eurodollar Loan, means such a day on which dealings are carried
on in the London interbank market.

     "CERCLA" means the Comprehensive Environmental Response Compensation and
      ------

Liability Act of 1980, as amended.

     "CERCLIS" means the Comprehensive Environmental Response Compensation
      -------

Liability Information System List.

     "Closing Date" means the date on which all the conditions precedent set
      ------------

forth in Sections 6.01 and 6.02 shall have been satisfied or waived.
         -------------     ----

     "Code" means the Internal Revenue Code of 1986, as amended, reformed or
      ----

otherwise modified from time to time.

     "Commitment" means for each Lender, as the context may require (a) the
      ----------

amount in dollars set forth in Schedule 1.01(a) opposite the name of such Lender
                               ----------------

under the heading "Commitments" or as otherwise set forth in any Notice of
                   -----------

Assignment, as such amount may be reduced pursuant to Section 2.06 or as a
                                                      ------------

result of one or more assignments pursuant to Section 11.08 or (b) the
                                              -------------

obligation of such Lender to extend credit to the Company hereunder in the
amount specified in the immediately preceding clause (a).

     "Commitment Percentage" means, as to any Lender at any time, the percentage
      ---------------------

of the Aggregate Commitments represented by such Lender's Commitment at such
time, as set forth in Schedule 1.01(a), as such percentage may be modified from
                      ----------------

time to time in accordance with Notices of Assignment delivered hereunder
pursuant to Section 11.08.
            -------------

     "Committed Borrowing" means an extension of credit hereunder consisting of
      -------------------

Committed Loans of the same type made on the same day by the Lenders ratably
according to their respective Commitment Percentages and, in the case of
Eurodollar Loans, having the same Interest Periods.

     "Committed Loan" means a loan by a Lender to the Company pursuant to
      --------------

Section 2.01 and may be a Eurodollar Loan or a Reference Rate Loan, each of
------------

which shall be a "type" of Committed Loan.
                  ----


     "Company" has the meaning specified in the introduction to this Agreement.
      -------


     "Competitive Bid" means an offer by a Lender to make a Bid Loan in
      ---------------

accordance with Section 2.04(b).
                ---------------


     "Competitive Bid Request" has the meaning specified in Section 2.04(a).
      -----------------------                               ---------------


     "Contractual Obligation" means, with respect to any Person, any provision
      ----------------------

of any security issued by such Person or of any agreement, undertaking,
contract, indenture, mortgage, deed of trust or other instrument to which such
Person is a party or by which it or any of its property is subject.

     "Controlled Group" means all members of a controlled group of corporations
      ----------------

and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with the Company, are treated
as a single employer under Section 414(b) or 414(c) of the Code or Section 4001
of ERISA.

     "Debt Rating" means, on any date, the rating of the Company's senior
      -----------

unsecured long-term Indebtedness, as most recently publicly announced by Moody's
and S&P, whichever is higher; provided, however, that if only one such rating is
                              --------  -------

available, the applicable interest rate or fee to be determined based on such
rating shall be determined solely by reference to such one rating.

     "Default" means any event or condition which, with the giving of notice or
      -------

the lapse of time, or both, would become an Event of Default.

     "dollar" and "$" mean lawful money of the United States of America.
      ------

     "Environmental Laws" means all applicable federal, state or local statutes,
      ------------------

laws, ordinances, codes, rules and regulations (including consent decrees and
administrative orders) relating to public health and safety and protection of
the environment.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
      -----

amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to sections of ERISA also refer to any successor sections.

     "Eurocurrency Liabilities" has the meaning assigned to that term in
      ------------------------

Regulation D of the Federal Reserve Board, as in effect from time to time.

     "Eurodollar Loan" means any Committed Loan that bears interest at a rate
      ---------------

determined with reference to LIBOR.

     "Eurodollar Reserve Percentage" means the maximum reserve percentage of any
      -----------------------------

Lender (expressed as a decimal) in effect on the date LIBOR for any Interest
Period is determined under regulations issued from time to time by the Federal
Reserve Board for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities having
a term equal to such Interest Period.

     "Event of Default" has the meaning specified in Section 9.01.
      ----------------                               ------------

     "Federal Funds Rate" means, for any day, the rate set forth in the weekly
      ------------------

statistical release designated as H.15(519), or any successor publication,
published by the Federal Reserve Board (including any such successor,
"H.15(519)") for such day opposite the caption "Federal Funds (Effective").  If
 --------

on any relevant day such rate is not yet published in H.15(519), the rate for
such day will be the rate set forth in the daily statistical release designated
as the Composite 3:30 p.m. Quotations for U.S. Government Securities, or any
successor publication, published by the Federal Reserve Bank of New York
(including any such successor, the "Composite 3:30 p.m. Quotations") for such
                                    ------------------------------

day under the caption "Federal Funds Effective Rate".

     "Federal Reserve Board" means the Board of Governors of the Federal Reserve
      ---------------------

System.

     "Fee Letter" means the letter agreement dated the Closing Date between the
      ----------

Company and Bank of America regarding the payment of certain fees.

     "Fixed Rate" means a fixed annual percentage rate.
      ----------

     "Fixed Rate Bid Loan" means any Bid Loan that bears interest determined
      -------------------

with reference to a Fixed Rate.

     "Form 1001" has the meaning specified in Section 3.05(f)(i)(B).
      ---------                               ---------------------


     "Form 4224" has the meaning specified in Section 3.05(f)(i)(A).
      ---------                               ---------------------


     "Form W-8" has the meaning specified in Section 3.05(f)(i)(B).
      --------                               ---------------------


     "Form W-9" has the meaning specified in Section 3.05(f)(i)(A).
      --------                               ---------------------


     "Funded Indebtedness" means, for any day, the sum of (i) all Indebtedness
      -------------------

for Borrowed Money of the Company and its consolidated Subsidiaries outstanding

on such day plus (ii) the aggregate capital invested as of such day by Persons
            ----

other than the Company and its consolidated Subsidiaries in receivables and
other accounts sold to such Persons by the Company and its consolidated
Subsidiaries, excluding receivables and other accounts sold in connection with
the sale of a business or the sale of the assets and/or operations generating
such receivables and other accounts.

     "GAAP" means, as of any date of determination, generally accepted
      ----

accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of comparable stature and
authority within the accounting profession) or in such other statements by such
other entity as may be in general use by significant segments of the accounting
profession.

     "Governmental Authority" means any nation or government, any federal,
      ----------------------

state, local or other political subdivision thereof and any central bank thereof
and any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

     "Hazardous Material" means:
      ------------------

          (a) any "hazardous substance", as defined by CERCLA;

          (b) any "hazardous waste", as defined by the Resource Conservation and
     Recovery Act, 42 U.S.C. Section 690, et seq., as in effect from time to
                                          -- ---
     time;

          (c) any petroleum product; or

          (d) any pollutant or contaminant or hazardous, dangerous or toxic
     chemical, material or substance within the meaning of any other applicable
     federal, state or local law, regulation, ordinance, or requirement
     (including consent decrees and administrative orders) relating to or
     imposing liability or standards of conduct concerning any hazardous, toxic
     or dangerous waste, substance or material, all as amended or hereafter
     amended.

     "Indebtedness" of any Person means, without duplication, the consolidated
      ------------

Indebtedness for Borrowed Money of such Person and guaranties of indebtedness of
others provided by such Person, all as determined in accordance with GAAP
consistent with the accounting principles applied in the preparation of the
financial statements referred to in Section 5.05(a).
                                    ---------------

     "Indebtedness for Borrowed Money" of any Person means, without duplication,
      -------------------------------


          (a) all indebtedness of such Person for borrowed money;

          (b) all obligations of such Person issued or assumed as the deferred
     purchase price of property or services other than bank overdrafts and trade
     accounts payable arising in the ordinary course of business consistent with
     past practices;

          (c) all obligations of such Person evidenced by notes, bonds,
     debentures, commercial paper or similar instruments, including obligations
     so evidenced incurred in connection with the acquisition of property,
     assets or businesses;

          (d) all indebtedness of such Person created or arising under any
     conditional sale or other title retention agreement with respect to
     property acquired by such Person (even though the rights and remedies of
     the seller or creditor under such agreement in the event of default are
     limited to repossession or sale of such property);

          (e) all rental obligations of such Person under leases capitalized
     under GAAP as disclosed in the financial statements delivered pursuant to
     Section 7.09; and
     ------------


          (f) all indebtedness of such Person or of others referred to in
     paragraphs (a) through (e) above secured by (or for which the holder of
     --------------         ---

     such indebtedness has an existing right, contingent or otherwise, to be
     secured by) any Lien upon or in property (including accounts and contract
     rights) owned by such Person, even though such Person has not assumed or
     become liable for the payment of such indebtedness.

     "Indemnified Party" has the meaning specified in Section 11.05(a).
      -----------------                               ----------------


     "Interest Expense" means, for any period, (a) the total interest expense of
      ----------------

the Company and its consolidated Subsidiaries for such period minus (b) the
                                                              -----

total interest income of the Company and its consolidated Subsidiaries for such
period plus (c) the "cost of receivables sold" for such period as reflected in
       ----

the income statements delivered pursuant to Section 7.09.
                                            ------------


     "Interest Payment Date" means (a) (i) with respect to any Eurodollar Loan,
      ---------------------

the last day of each Interest Period applicable to such Eurodollar Loan and,
with respect to any Interest Period of six months' duration, the date which
falls three months after the beginning of such Interest Period, and (ii) with
respect to any Reference Rate Loan, the last Business Day of each calendar
quarter and (b) with respect to any Bid Loan, the maturity date or dates
specified by the Company in the relevant Competitive Bid Request.

     "Interest Period" means, with respect to any Eurodollar Loan, the period
      ---------------

commencing on the Business Day such Eurodollar Loan is disbursed or continued as
a Eurodollar Loan or on the date on which a Reference Rate Loan or any portion
thereof is converted into a Eurodollar Loan and ending on the date one, two,
three or six months thereafter, as selected by the Company in its Notice of
Borrowing or Notice of Conversion/Continuation; provided that:
                                                --------
          (a) in the case of the continuation of a Eurodollar Loan pursuant to
     Section 2.11, the Interest Period applicable after the continuation of such
     ------------

     Loan shall commence on the last day of the preceding Interest Period;

          (b) if any Interest Period would otherwise end on a day which is not a
     Business Day, that Interest Period shall be extended to the next succeeding
     Business Day, unless the result of such extension would be to carry such
     Interest Period into another calendar month, in which event such Interest
     Period shall end on the immediately preceding Business Day;

          (c) any Interest Period that begins on the last Business Day of a
     calendar month (or on a day for which there is no numerically corresponding
     day in the calendar month at the end of such Interest Period) shall end on
     the last Business Day of the calendar month at the end of such Interest
     Period; and

          (d) no Interest Period for any Eurodollar Loan shall extend beyond the
     Termination Date.

     "Interest Rate Contracts" means interest rate cap agreements, interest rate
      -----------------------

swap agreements, interest rate collar agreements, interest rate insurance and
other agreements or arrangements designed to provide protection against
fluctuations in interest rates.

     "Investments" means all investments, whether by acquisition of stock or
      -----------

indebtedness, or by loan, advance, transfer of property, capital contribution or
otherwise.

     "Investments in Unrestricted Subsidiaries" means Investments made by the
      ----------------------------------------

Company or by any Restricted Subsidiary in Unrestricted Subsidiaries, net of
Investments made by Unrestricted Subsidiaries in the Company or any Restricted
Subsidiary.  If any corporation which becomes a Restricted Subsidiary after the
date of this Agreement shall, at the time it becomes a Restricted Subsidiary,
have any Investments in an Unrestricted Subsidiary, such Investments shall be
deemed to be Investments made by the Company in such Unrestricted Subsidiary at
the time such corporation becomes a Restricted Subsidiary, in the amount at
which such Investments are then carried on the books of such corporation.  If
any corporation shall become an Unrestricted Subsidiary after the date of this
Agreement, the Investments of the Company and its Restricted Subsidiaries in
such corporation shall be deemed to be Investments made at the time such
corporation becomes an Unrestricted Subsidiary, in the amount at which such
Investments are then carried on the books of the Company and its Restricted
Subsidiaries.

     "Lender" has the meaning specified in the introduction to this Agreement
      ------

and includes each Lender listed on the signature pages hereof and each Assignee.

     "Lending Office" means, with respect to any Lender, (a) in the case of a
      --------------

Committed Loan, the office or offices of such Lender specified as its "Domestic
                                                                       --------

Lending Office" or "Eurodollar Lending Office", as the case may be, opposite its
--------------      -------------------------

name in Schedule 1.01(b) or in the applicable Notice of Assignment, or such
        ----------------

other office or offices of such Lender as such Lender may from time to time
specify to the Company and the Agent and (b) in the case of a Bid Loan, the
office of such Lender notified by such Lender to the Company as its Lending
Office with respect to such Bid Loan or, if such Lender fails to so notify the
Company, such Lender's Domestic Lending Office.

     "LIBOR" means, for any Interest Period, the rate of interest per annum
      -----

determined by the Agent to be the arithmetic mean (rounded upward to the nearest
1/16%) of the rates of interest per annum notified to the Agent by each
Reference Bank as the rate of interest at which dollar deposits in an amount
approximately equal to the amount of the Committed Loan to be made or continued
as, or converted into, a Eurodollar Loan by such Reference Bank and having a
maturity equal to such Interest Period would be offered to major banks in the
London interbank market at their request at or about 11:00 a.m. (London time) on
the second Business Day before the commencement of such Interest Period.  If one
of the Reference Banks shall be unable or shall otherwise fail to notify the
Agent of such a rate, LIBOR shall be determined on the basis of the rates as
notified by the remaining Reference Banks.

     "Lien" means any mortgage, security interest, pledge or lien.
      ----


     "Loan" means a loan by a Lender to the Company pursuant to Article II and
      ----                                                      ----------

may be a Committed Loan or a Bid Loan.

     "Loan Documents" means this Agreement, the Subsidiary Guaranty and any
      --------------

promissory note issued pursuant hereto.

     "Loan Parties" means, collectively, the Company and each other Person
      ------------

(other than the Agent and the Lenders) who is a party to a Loan Document.

     "Material Adverse Effect" means, with respect to any event, act, condition
      -----------------------

or occurrence of whatever nature (including any adverse determination in any
litigation, arbitration, or governmental investigation or proceeding), whether
singly or in conjunction with any other event or events, act or acts, condition
or conditions, occurrence or occurrences, whether or not related, a material
adverse change in, or a material adverse effect upon, any of (a) the financial
condition, operations, business or properties of the Company and its
Subsidiaries taken as a whole or (b) the legality, validity or enforceability of
any Loan Document.

     "Measurement Period" means a period consisting of four consecutive fiscal
      ------------------

quarters of the Company and ending on the last day of the most recently
completed fiscal quarter of the Company.

     "Moody's" means Moody's Investors Services, Inc. or any successor to the
      -------

rating agency business thereof.

     "Net Tangible Assets" means, at any date, the aggregate amount of assets,
      -------------------

including the amount of any receivables or other accounts of the Company and its
Subsidiaries sold in connection with any receivables sale transaction (less
applicable reserves and other properly deductible items) after deducting
therefrom (a) all current liabilities, (b) any item representing Investments in
Unrestricted Subsidiaries and (c) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expenses and other like intangibles, all
of the foregoing as set forth on the then most recent consolidated balance sheet
of the Company and its Subsidiaries and computed in accordance with GAAP.

     "Net Worth" means, at any date, the excess of Total Assets at such date
      ---------

over Total Liabilities at such date.

     "1993 Credit Agreement" has the meaning specified in the first recital of
      ---------------------

this Agreement.

     "1993 Facility Bid Loan" means any bid loan of any Lender outstanding under
      ----------------------

the 1993 Credit Agreement on the Closing Date.

     "Notice of Assignment" has the meaning specified in Section 11.08(b).
      --------------------                               ----------------


     "Notice of Borrowing" has the meaning specified in Section 2.02(a).
      -------------------                               ---------------

     "Notice of Conversion/Continuation" has the meaning specified in Section
      ---------------------------------                               -------

2.11(b).
-------

     "Obligations" means all Loans and other Indebtedness (including all 1993
      -----------

Facility Bid Loans), advances, debts, liabilities, obligations, covenants and
duties owing by the Company, or any other Loan Party to any Lender, the Agent,
any Affiliate of any Lender or the Agent or any Indemnified Party, of any kind
or nature, present or future, whether or not evidenced by any note, guaranty or
other instrument, but in each case only as arising under or in connection with
this Agreement or under or in connection with any other Loan Document, whether
or not for the payment of money, whether arising by reason of an extension of
credit, loan, guaranty, indemnification or in any other manner, whether direct
or indirect (including those acquired by assignment), absolute or contingent,
due or to become due, now existing or hereafter arising and however acquired.
The term "Obligations" includes all interest, charges, expenses, fees,
          -----------

attorneys' fees and disbursements (including the allocated cost of in-house
counsel) and any other sum chargeable to the Company, or any other Loan Party
under or in connection with this Agreement or any other Loan Document.

     "Operating Cash Flow" means, for any Measurement Period, the sum of the
      -------------------

Company's
               (i)  consolidated "income from operations before unusual items
          and income taxes" for such period

          plus
          ----


               (ii) Interest Expense for such period to the extent deducted in
          calculating "income from operations before unusual items and income
          taxes" for such period

          plus
          ----

               (iii) the sum of the amounts reflected as components of
          consolidated "items in net income not affecting cash" (other than
          "deferred income taxes") for such period to the extent such amounts
          shall have been used in calculating "income from operations before
          unusual items and income taxes" for such period, where the term
          "income from operations before unusual items and income taxes"
          shall have the meaning given such term as reflected in the Company's
          statements of income, and the terms "items in net income not
          affecting cash" and "deferred income taxes" shall have the
          respective meanings given those terms as reflected in the statements
 of cash flows, in each case,
          referred to in Section 5.05(a) according to GAAP consistent with the
                         ---------------

     accounting principles applied in the preparation of such financial
     statements.

     "Other Taxes" has the meaning specified in Section 3.05(b).
      -----------                               ---------------

     "Participant" has the meaning specified in Section 11.08(d).
      -----------                               ----------------

     "PBGC" means the Pension Benefit Guaranty Corporation and any entity
      ----

succeeding to any or all of its functions under ERISA.

     "Pension Plan" means a "pension plan", as such term is defined in Section
      ------------           ------------

3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer
plan as defined in Section 4001(a)(3) of ERISA), and to which the Company or any
corporation, trade, or business that is, along with the Company, a member of its
Controlled Group, may have liability, including a reasonable possibility of
liability due to having been a substantial employer within the meaning of
Section 4063 of ERISA at any time during the preceding five years, or by reason
of being deemed to be a contributing sponsor under Section 4069 of ERISA.

     "Permitted Liens" means the Liens permitted or required by Section 8.01.
      ---------------                                           ------------


     "Person" means an individual, partnership, corporation (including a
      ------

business trust), joint stock company, trust, unincorporated association, joint
venture or other entity, or a government or any political subdivision or agency
thereof.

     "Plan" means each Pension Plan or Welfare Plan, and any other employee
      ----

benefit plan (within the meaning of Section 3(3) of ERISA) sponsored or
maintained by the Company or any Subsidiary of the Company.

     "Principal Property" means any mill, manufacturing plant, manufacturing
      ------------------

facility or timberlands, owned by the Company and/or one or more Restricted
Subsidiaries and located within the continental United States of America;
provided, however, that the term "Principal Property" shall not include (a) any
-----------------                 ------------------

such mill, plant, facility or timberlands or portion thereof (i) which is
financed by obligations issued by a State, a Territory or a possession of the
United States of America or any political subdivision of any of the foregoing,
or the District of Columbia, the interest on which is excludable from gross
income of the holders thereof pursuant to the provisions of Section 103(a)(1)
(but only if by reason of Section 103(b)(4)(E) or (F)) of the Internal Revenue
Code of 1954, as amended (or any predecessor or successor to such provision) as
in effect at the time of the issuance of such obligations, or (ii) which in the
opinion of the Company's Board of Directors is not of material importance to the
total business conducted by the Company and the Restricted Subsidiaries,
considered as a whole; or (b) any timberlands designated by the Company's Board
of Directors as being held primarily for development and/or sale rather than for
the production of timber; or (c) any minerals or mineral rights.

     "Principal Subsidiary" means each of Great Northern Nekoosa Corporation, a
      --------------------

Maine corporation; Brunswick Pulp & Paper Company, a Delaware corporation;
Georgia-Pacific West, Inc., an Oregon corporation; G-P Gypsum Corporation, a
Delaware corporation; Leaf River Forest Products, Inc., a Delaware corporation;
Nekoosa Packaging Corporation, a Delaware corporation, and Nekoosa Papers Inc.,
a Wisconsin corporation.

     "Reference Banks" means those financial institutions identified in Schedule
      ---------------                                                   --------

1.01(c).
-------


     "Reference Rate" has the meaning specified in the definition of Adjusted
      --------------

Reference Rate.

     "Reference Rate Loan" means any Loan that bears interest at a rate
      -------------------

determined with reference to the Adjusted Reference Rate.

     "Release" means a "release", as such term is defined in CERCLA.
      -------           -------


     "Replacement Lender" has the meaning specified in Section 4.09.
      ------------------                               ------------


     "Required Lenders" means at any time Lenders having 51% or more of the
      ----------------

Commitments and, if the Commitments have been terminated, Lenders holding 51% or
more of the then aggregate unpaid principal amount of the Loans made by the
Lenders.

     "Requirement of Law" means, as to any Person, the charter and by-laws or
      ------------------

other organization or governing documents of such Person, and any law, rule or
regulation including the requirements of Environmental Laws and ERISA, the
Securities Act of 1933, the Securities Exchange Act of 1934, Regulations G, T, U
and X of the Federal Reserve Board or any order, decree or other determination
of an arbitrator or a court or other Governmental Authority applicable to or
binding upon such Person or any of its property or to which such Person or any
of its property is subject.

     "Responsible Officer" means, with respect to any Person, the Chief
      -------------------

Executive Officer, the President, any Vice-Chairman or any of the Vice
Presidents or the Treasurer of such Person or, with respect to financial
matters, the Chief Financial Officer, the Exeuctive Vice President-Finance and
Chief Financial Officer or the Vice President and Treasurer of such Person.

     "Restricted Subsidiary" means any Subsidiary of the Company (a)
      ---------------------

substantially all of the property of which is located within the continental
United States of America and (b) which itself, or with the Company and/or one or
more other Restricted Subsidiaries, owns a Principal Property.


     "Sale-Leaseback Transaction" has the meaning specified in Section 8.02.
      --------------------------                               ------------


     "S&P" means Standard & Poor's or any successor to the rating agency
      ---

business thereof.

     "Subsidiary" means, with respect to any Person, any corporation of which
      ----------

more than 50% of the outstanding capital stock having ordinary voting power to
elect a majority of the board of directors (or others performing a comparable
function) of such corporation is at the time directly or indirectly owned by
such Person, by such Person and one or more other Subsidiaries of such Person,
or by one or more other Subsidiaries of such Person.

     "Subsidiary Guaranty" has the meaning specified in Section 6.01(c).
      -------------------                               ---------------


     "Taxes" has the meaning specified in Section 3.05(a).
      -----                               ---------------

     "Termination Date" means December 21, 2001.

     "Total Assets" means, at any date, without duplication, the total
      ------------

consolidated assets of the Company and its Subsidiaries, as determined in
accordance with GAAP.

     "Total Liabilities" means, at any date, without duplication, the total
      -----------------

consolidated liabilities of the Company and its Subsidiaries, determined in
accordance with GAAP.

     "Unrestricted Subsidiary" means any Subsidiary of the Company other than a
      -----------------------

Restricted Subsidiary.

     "Value" means, with respect to a Sale-Leaseback Transaction, as of any
      -----

particular time, the amount equal to the greater of (a) the net proceeds of the
sale or transfer of the property leased pursuant to such Sale-Leaseback
Transaction or (b) the fair value in the opinion of the Board of Directors of
the Company of such property at the time of entering into such Sale-Leaseback
Transaction, in either case divided first by the number of full years of the
term of the lease and then multiplied by the number of full years of such term
remaining at the time of determination, without regard to any renewal or
extension options contained in the lease.

                                                 
     "Welfare Plan" means a "welfare plan", as such term is defined in Section
      ------------           ------------

(3)(1) of ERISA.

     I.02 Computation of Time Periods.  In this Agreement, in the computation of
          ---------------------------

periods of time from a specified date to a later specified date, the word "from"
                                                                           ----

means "from and including" and the words "to" and "until" each means "to but
       ------------------                 --       -----              ------

excluding".
---------


     I.03 Accounting Matters.  All accounting terms not specifically defined
          ------------------

herein shall be construed in accordance with GAAP, and all financial statements
referred to in Sections 7.09(a) and (b) shall be prepared in accordance with
               ----------------

GAAP; provided, however, that all computations determining compliance with
      --------  -------

Article VIII shall use accounting principles consistent with those applied in
------------

the preparation of the financial statements of the Company referred to in
Section 5.05(a).  The parties hereto agree that to the extent that any change in
---------------

GAAP affects the calculation of the financial covenant contained herein, the
Agent (at the direction of the Required Lenders) and the Company shall negotiate
in good faith to amend such financial covenant to account for such changes in
GAAP.

     I.04 Certain Terms. The words "herein", "hereof" and "here-under" and other
          -------------             ------    ------       ----------

words of similar import refer to this Agreement as a whole, including the
Exhibits and Schedules hereto, as the same may from time to time be amended or
supplemented, and not to any particular Article, Section, paragraph or clause in
this Agreement.  The word "including" when used herein is not intended to be
                           ---------

exclusive and means "including, without limitation".  References herein to an
                     -----------------------------

Article, Section, paragraph or clause shall refer to the appropriate Article,
Section, paragraph or clause in this Agreement.

                           ARTICLE II
                 AMOUNTS AND TERMS OF THE LOANS
                 ------------------------------


     II.01     Committed Loans.  Each Lender severally agrees, on the terms and
               ---------------

subject to the conditions hereinafter set forth, to make one or more Committed
Loans to the Company on any Business Day during the period commencing on the
Closing Date and ending on the Business Day next preceding the Termination Date
in an aggregate principal amount at any time outstanding which does not exceed
such Lender's Commitment; provided, however, that after giving effect to any
                          --------  -------

Committed Borrowing, (a) the aggregate principal amount of all Committed Loans
then outstanding plus (b) the aggregate principal amount of all Bid Loans then
                 ----

outstanding plus (c) the aggregate principal amount of all 1993 Facility Bid
            ----

Loans then outstanding shall not exceed the Aggregate Commitments.  Any
principal amount of the Committed Loans which is repaid or prepaid by the
Company may be reborrowed within the limitations set forth in this Section 2.01.
                                                                   ------------


     II.02          Procedure for Committed Borrowings.
                    ----------------------------------

     (a)  Each Committed Borrowing shall be made on notice, delivered by the
Company to the Agent not later than 12:00 noon (New York City time) at least (i)
four Business Days prior to the date of such proposed Borrowing, in the case of
Eurodollar Loans, and (ii) one Business Day prior to the date of such proposed
Borrowing, in the case of Reference Rate Loans.  Each such notice of a Committed
Borrowing (a "Notice of Borrowing") shall be irrevocable and shall be by
              -------------------

facsimile or telex, in substantially the form of Exhibit 2.02, specifying
                                                 ------------

therein:

          (i)  the date of such Borrowing, which shall be a Business Day;

          (ii) the amount of such Borrowing which, in the case of a Borrowing of
     Eurodollar Loans, shall be in the amount of $20,000,000 or an integral
     multiple of $10,000,000 in excess thereof and, in the case of a Borrowing
     of Reference Rate Loans, shall be in the amount of $10,000,000 or an
     integral multiple of $5,000,000 in excess thereof and shall not, in any
     case, exceed the Available Commitments on the date such Borrowing is made
     (after giving effect to each payment and prepayment made on such date);

          (iii) whether such Borrowing is to be comprised of Eurodollar Loans or
     Reference Rate Loans; and

          (iv) if such Borrowing is to be comprised of Eurodollar Loans, the
     duration of the initial Interest Period applicable to such Loans.

If the Notice of Borrowing shall fail to specify the duration of the initial
Interest Period for any Committed Borrowing comprised of Eurodollar Loans, such
Interest Period shall be one month.


     (b)  Upon receipt of a Notice of Borrowing, the Agent shall promptly notify
each Lender thereof and of the amount of such Lender's share of such Borrowing
determined on the basis of such Lender's Commitment Percentage.  Each Lender
shall make available to the Agent the amount of its ratable share of such
Borrowing in the manner and at the time set forth in Section 3.04(a).
                                                     ---------------


     (c)  After giving effect to any Committed Borrowing, there shall not be
more than seven different Interest Periods in effect.

     (d)  Unless any applicable condition specified in Article VI has not been
                                                       ----------

satisfied or waived, the Agent will make the funds received from the Lenders
promptly available to the Company by crediting the account of the Company on the
books of Bank of America, or such other account as shall have been specified by
the Company, with the aggregate of the amounts made available to the Agent by
the Lenders and in like funds as received by the Agent.

     II.03          Bid Borrowings.  In addition to Committed Borrowings
                    --------------

pursuant to Section 2.01, each Lender severally agrees that the Company may, as
            ------------

set forth in Section 2.04, from time to time on any Business Day during the
             ------------

period commencing on the Closing Date and ending on the Business Day next
preceding the Termination Date request the Lenders to submit offers to make Bid
Loans to the Company; provided, however, that the Lenders may, but shall have no
                      --------  -------

obligation to, submit such offers and the Company may, but shall have no
obligation to, accept any such offers; and provided, further, that at no time
                                           --------  -------

shall (a)(i) the aggregate principal amount of all Bid Loans made by all Lenders
then outstanding plus (ii) the aggregate principal amount of all Committed Loans
                 ----

then outstanding plus (iii) the aggregate principal amount of all 1993 Facility
                 ----

Bid Loans then outstanding exceed (b) the Aggregate Commitments.

     II.04          Procedure for Bid Borrowings.
                    ----------------------------

     (a)  The Company may request a Bid Borrowing hereunder by delivering to the
Agent by facsimile or telex not later than 11:00 a.m. (New York City time) at
least (i) four Business Days prior to the date of the proposed Borrowing, in the
case of a request for Base Rate Bid Loans, and (ii) two Business Days (or, in
the event the Company desires that Competitive Bids be furnished on the date of
the proposed Bid Borrowing, one Business Day) prior to the date of the proposed
Bid Borrowing in the case of a request for Fixed Rate Bid Loans, a solicitation
for Bid Loans (a "Competitive Bid Request"), in substantially the form of
                  -----------------------

Exhibit 2.04 specifying therein:
------------


          (i)  the date of such Bid Borrowing, which shall be a Business Day;

          (ii) the aggregate amount of such Bid Borrowing, which shall be a
     minimum amount of $10,000,000 or an integral multiple of $1,000,000 in
     excess thereof and shall not, in any case, exceed the Available Commitments
     on the date such proposed Borrowing is made (after giving effect to each
     payment and prepayment made on such date);

          (iii)  the maturity date or dates for the partial or complete
     repayment of each Bid Loan to be made as part of such Bid Borrowing (none
     of which shall occur after the Termination Date) and, in the case of each
     partial repayment, the amount thereof;

          (iv) whether the Bid Loans requested are Base Rate Bid Loans or Fixed
     Rate Bid Loans and, in the case of Base Rate Bid Loans, the basis of
     calculation of such interest rate (the "Base Rate") to be used by the
                                             ---------

     Lenders in determining the rate or rates of interest to be offered by them;
     and

          (v)  any other terms to be applicable to such Bid Borrowing (including
     the extent to which terms similar to Section 3.05 shall be applicable to
                                          ------------

     such Bid Borrowing).

The Agent shall promptly notify each Lender of its receipt of a Competitive Bid
Request by sending such Lender by facsimile or telex a copy of such Competitive
Bid Request.

     (b)  (i)  Each Lender may, in response to a Competitive Bid Request, at its
     option, irrevocably submit a Competitive Bid containing an offer to make
     one or more Bid Loans at a rate or rates of interest specified by such
     Lender in its sole discretion.  Each Competitive Bid must be submitted to
     the Company before 10:00 a.m. (New York City time) (i) three Business Days
     prior to the date of the proposed Bid Borrowing, in the case of a request
     for Base Rate Bid Loans, and (ii) one Business Day prior to the date of the
     proposed Bid Borrowing (or, in the event the Company desires that
     Competitive Bids be furnished on the date of the proposed Bid Borrowing, on
     the date of such proposed Borrowing), in the case of a request for Fixed
     Rate Bid Loans.

          (ii) Each Competitive Bid (which shall be by telephone, promptly
     confirmed in writing) shall specify:

               (A)  the minimum amount of each Bid Loan for which such
          Competitive Bid is being made (which shall be at least $5,000,000) and
          the maximum amount thereof (which may exceed such Lender's
          Commitment);

               (B)  the rate or rates of interest per annum offered for each Bid
          Loan, which, in the case of a Base Rate Bid Loan, shall be expressed
          as a margin to be added to, or subtracted from, the Base Rate
          specified by the Company in its Bid Request; and

               (C)  the applicable Lending Office of the quoting Lender.

     (iii)  Any Competitive Bid may be disregarded if it:

               (A)  does not specify all of the information required by clause
                                                                        ------

          (ii) above;
          ----


               (B)  contains qualifying, conditional or similar language;

               (C)  proposes terms other than, or in addition to, those set
          forth in the applicable Competitive Bid Request; or

               (D)  arrives after the time set forth in clause (i) above.
                                                        ----------


     (c)  Not later than 11:00 a.m. (New York City time) three Business Days
prior to the date of the proposed Bid Borrowing, in the case of a Borrowing of
Base Rate Bid Loans, and 11:00 a.m. (New York City time) one Business Day prior
to the date of the proposed Bid Borrowing (or, in the event the Company desires
that Competitive Bids be furnished on the date of the proposed Bid Borrowing, on
the date of such proposed Borrowing), in the case of a Borrowing of Fixed Rate
Bid Loans, the Company shall either

          (i)  cancel such Bid Borrowing by giving the Agent and the Lenders
     notice thereof (which notice may be given by telephone and confirmed in
     writing by facsimile) or

          (ii) accept one or more of the offers made by any Lender or Lenders
     pursuant to paragraph (b) above, in its sole discretion, by giving notice
                 -------------

     (which notice may be given by telephone, confirmed in writing by facsimile)
     to such Lenders of the amount of each Bid Loan (which amount shall be equal
     to or greater than the minimum amount, and equal to or less than the
     maximum amount, notified to the Company by such Lender for such Bid Loan
     pursuant to paragraph (b) above) to be made by each such Lender as part of
                 -------------

     such Bid Borrowing, and reject any remaining offers made by giving the
     Lenders notice (which notice may be given by telephone, confirmed in
     writing by facsimile) to that effect; provided, however, that to the extent
                                           --------  -------

     that the Company elects to accept one or more Competitive Bids submitted by
     Lenders for a given Interest Period, the Company shall accept such
     Competitive Bids on the basis of ascending interest rates; and, provided,
     further, that in the event the Company does not, before the time stated
     above, either cancel the proposed Bid Borrowing pursuant to clause (i)
                                                                 ----------

     above or accept one or more of the offers pursuant to this clause (ii),
                                                                -----------

     such Bid Borrowing shall be deemed cancelled and provided, further, that in
                                                      --------  -------

     the event the Company accepts one or more of the offers pursuant to this
     clause (ii) but does not expressly reject the remaining offers, such offers
     -----------

     shall be deemed rejected.  The Company shall promptly notify the Agent of
     the date and amount of any proposed Bid Borrowing.

     (d)  For purposes of Sections 2.01, 2.06 and 3.01(a), each outstanding Bid
                          -------------------     -------

Loan (and until repayment in full thereof, each 1993 Facility Bid Loan) shall be
deemed to utilize the Commitment of each Lender, whether or not such Lender has
made such Bid Loan, by an amount equal to such Lender's Commitment Percentage
times the amount of such Bid Loan (or 1993 Facility Bid Loan).

     (e)  The rights of any lender under the 1993 Credit Agreement which is also
a Lender under this Agreement and which has made 1993 Facility Bid Loans that
are outstanding on the Closing Date shall terminate on the Closing Date and such
Lender shall have the same rights with respect to its 1993 Facility Bid Loans as
if such 1993 Facility Bid Loans were Bid Loans made hereunder.

     II.05     Evidence of Indebtedness.
               ------------------------


     (a)  Each Lender, with respect to amounts payable to it hereunder, and the
Agent, with respect to all amounts payable hereunder in respect of Committed
Borrowings, shall maintain on its books in accordance with its usual practice,
loan accounts and control accounts, respectively, setting forth each Committed
Loan and, in the case of each Lender having made a Bid Loan, each such Bid Loan,
the applicable interest rate and the amounts of principal, interest and other
sums paid and payable by the Company from time to time hereunder with respect
thereto; provided, however, that the failure by any Lender to record any such
         --------  -------

amount on its books shall not affect the obligations of the Company with respect
thereto.  In the case of any dispute, action or proceeding relating to any
amount payable hereunder, the entries in each such account shall be prima facie
evidence of such amount, absent manifest error.  In case of any discrepancy
between the entries in the Agent's books and any Lender's books, such Lender's
books shall be considered correct in the absence of manifest error

     (b)  Notwithstanding the foregoing, if any Lender shall so request for
purposes of Section 11.08(a)(iii), the obligation to repay the Committed Loans
            ---------------------

shall also be evidenced by a promissory note in the form of Exhibit 2.05(b).
                                                            ---------------


     (c)  The obligation to repay a Bid Loan shall also, if so requested by the
Lender making such Bid Loan in its Competitive Bid, be evidenced by a promissory
note in the form of Exhibit 2.05(c).
                    ---------------

     II.06          Optional Reduction of the Commitments.  The Company shall
                    -------------------------------------

have the right, upon at least four Business Days' prior notice to the Agent
(which notice shall be irrevocable), at any time permanently to terminate the
remaining Commitments in whole or reduce ratably in part the unused portions of
the Commitments of the Lenders; provided, however, that each partial reduction
                                --------  -------

shall be in the aggregate amount of $20,000,000 or an integral multiple of
$10,000,000 in excess thereof.  The Agent shall promptly notify each Lender of
its receipt of any notice under this Section 2.06.
                                     ------------


     II.07          Repayment.
                    ---------


     (a)  The Committed Loans.  The Company agrees to repay to the Agent for the
          -------------------

account of the Lenders, the outstanding principal amount of all Committed Loans
on the Termination Date.

     (b)  The Bid Loans.  The Company agrees to repay to each Lender which has
          -------------

made a Bid Loan on the maturity date of such Bid Loan (as each such maturity
date shall have been specified by the Company in the applicable Competitive Bid
Request pursuant to Section 2.04(a)(iii)) the unpaid principal amount of such
                    ---------------------

Bid Loan then due and payable (each such amount being as specified for such date
in such Competitive Bid Request pursuant to Section 2.04(a)(iii)).
                                            --------------------

     II.08          Optional Prepayments.
                    --------------------


     (a)  Subject to Section 4.06(a), the Company may, upon (i) at least four
                     ---------------

Business Days' prior notice to the Agent, in the case of a prepayment of
Eurodollar Loans, and (ii) at least one Business Day's prior notice to the
Agent, in the case of a prepayment of Reference Rate Loans, stating the proposed
date and aggregate principal amount of the prepayment, prepay, ratably among the
Lenders in accordance with their Commitment Percentages, the outstanding
principal amount of the Committed Loans, in whole or in part, together with
accrued interest to the date of such prepayment on the principal amount prepaid.

     (b)  Each partial prepayment of Committed Loans shall, in the case of
Eurodollar Loans, be in the aggregate principal amount of $20,000,000 or an
integral multiple of $10,000,000 in excess thereof, and, in the case of
Reference Rate Loans, be in the aggregate principal amount of $10,000,000 or an
integral multiple of $5,000,000 in excess thereof; provided, however, that, if
                                                   --------  -------

the aggregate amount of Eurodollar Loans comprised in the same Committed
Borrowing would be reduced as a result of any voluntary prepayment to an amount
less than $20,000,000, such Eurodollar Loans shall automatically convert into
Reference Rate Loans on the last day of the then current Interest Period.

     (c)  If a notice of prepayment is given, such notice shall be irrevocable
and the principal amount stated in such notice, together with accrued interest
thereon and any amount payable pursuant to Section 4.06(a), shall be due and
                                           ---------------

payable on the date specified in such notice.  The Agent shall promptly notify
each Lender of its receipt of any notice of prepayment under this Section 2.08.
                                                                  ------------


     (d)  Bid Loans may not be prepaid.

     II.09          Interest.
                    --------


     (a)  Each Committed Loan shall bear interest on the outstanding principal
amount thereof from the date when made until paid in full, at the option of the
Company, as set forth in its Notice of Borrowing or in its Notice of
Conversion/Continuation,

          (i)  if such Loan is a Reference Rate Loan, at a rate per annum equal
     to the Adjusted Reference Rate; or

          (ii) if such Loan is a Eurodollar Loan, at a rate per annum equal to
     the sum of (A) LIBOR plus (B) the applicable margin, as follows:
                          ----

          Debt Rating                        Applicable Margin
          -----------                        -----------------

          on
        Moody's                  S&P            Eurodollar Loans
        -------                  ---            ----------------


     Baal or higher or   BBB+ or higher           0.2275%
                    --

     Baa2           or   BBB                      0.2625%
                    --

     Baa3           or   BBB-                     0.3025%
                    --

     Bal            or   BB+                      0.4650%
                    --

     Ba2 or lower   and  BB or lower              0.6250%
                    ---



     provided, however, that if at any time no Debt Rating is available, the
     -----------------

applicable margin shall be 0.6250%.

     (b)  Any change in the applicable margin due to a change in the applicable
Debt Rating shall be effective on the effective date of such change in the
applicable Debt Rating and shall apply to all Eurodollar Loans that are
outstanding at any time during the period commencing on the effective date of
such change in applicable Debt Rating and ending on the date immediately
preceding the effective date of the next such change in applicable Debt Rating.

     (c)  Accrued interest shall be paid on each Interest Payment Date (and,
after maturity, on demand), on the date of repayment or prepayment of any
Committed Loan on the amount repaid or prepaid and, in the case of any Reference
Rate Loan, on each date such Loan is converted into a Eurodollar Loan.

     (d)  The Company shall pay to each Lender which has made a Bid Loan
interest on the unpaid principal amount of such Bid Loan from the date when made
until paid in full, on each Interest Payment Date (and, after maturity, on
demand), at the rate of interest specified by such Lender in its Competitive Bid
pursuant to Section 2.04(b)(ii)(B).
            ----------------------


     II.10          Default Interest.  During the continuation of any Event of
                    ----------------

Default pursuant to Section 9.01(a), the Company shall pay interest (after as
                    ---------------

well as before judgment to the extent permitted by law) on the principal amount
of all Committed Loans outstanding and on all other Obligations of the Company
due and unpaid (other than Bid Loans), at a rate per annum which is determined
by increasing the interest rate then in effect by 2% per annum for the principal
amount of the Eurodollar Loans outstanding and at a rate per annum equal to the
Adjusted Reference Rate plus 2% for any other Obligation due hereunder (other
than Bid Loans).

     II.11          Continuation and Conversion Elections for Committed Loans.
                    ---------------------------------------------------------


     (a)  The Company may upon irrevocable written notice to the Agent:

          (i)  elect to convert, on any Business Day, all or any portion of
     outstanding Reference Rate Loans (in the aggregate amount of $20,000,000 or
     an integral multiple of $10,000,000 in excess thereof) into Eurodollar
     Loans;

          (ii) elect to convert, on the last day of any Interest Period
     therefor, all or any portion of outstanding Eurodollar Loans comprising the
     same Borrowing (in the aggregate amount of $10,000,000 or an integral
     multiple of $5,000,000 in excess thereof) into Reference Rate Loans; or

          (iii)  elect to continue, on the last day of any Interest Period
     therefor, any Eurodollar Loans;

provided, however, that if the aggregate amount of outstanding Eurodollar Loans
--------  -------

comprised in the same Borrowing would be reduced as a result of any conversion
of part thereof to Reference Rate Loans to an amount less than $20,000,000, such
Eurodollar Loans shall automatically convert into Reference Rate Loans on the
last day of the Interest Period on which such conversion occurs.

     (b)  The Company shall deliver a notice of conversion or continuation (a
"Notice of Conversion/Continuation"), in substantially the form of Exhibit 2.11,
 ---------------------------------                                 ------------

to the Agent not later than 12:00 noon (New York City time) (i) four Business
Days prior to the proposed date of conversion or continuation, if the Committed
Loans or any portion thereof are to be converted into or continued as Eurodollar
Loans, and (ii) one Business Day prior to the proposed date of conversion, if
the Committed Loans or any portion thereof are to be converted into Reference
Rate Loans.

Each such Notice of Conversion/Continuation shall be irrevocable and shall be
made by facsimile or telex, specifying therein:

          (i)  the proposed date of conversion or continuation;

          (ii) the aggregate amount of Committed Loans to be converted or
     continued; and

          (iii)     the duration of the applicable Interest Period if such
     Committed Loans are Eurodollar Loans.

     (c)  If, on the fourth Business Day prior to the expiration of any Interest
Period applicable to Eurodollar Loans, the Company shall have failed to select a
new Interest Period to be applicable to such Eurodollar Loans, the Company shall
be deemed to have elected to convert such Eurodollar Loans into Reference Rate
Loans effective as of the last day of such Interest Period.

     (d)  Upon receipt of a Notice of Conversion/Continuation, the Agent shall
promptly notify each Lender thereof.  All conversions and continuations shall be
made ratably among the Lenders based on their Commitment Percentages of the
Committed Loans with respect to which such notice was given.

     (e)  Notwithstanding any other provision contained in this Agreement, after
giving effect to any conversion or continuation of any Committed Loans, there
shall not be more than seven different Interest Periods for Committed Loans in
effect.


                           ARTICLE III
                      FEES; PAYMENTS; TAXES
                      ---------------------


     III.01    Fees.
               ----


      (a) Commitment Fee.
          --------------


          (i)  The Company agrees to pay to the Agent for the account of each
     Lender, a commitment fee on the average daily unused portion of such
     Lender's Commitment from the Closing Date until the Termination Date at a
     rate per annum as follows:

          Debt Rating
          -----------


     Moody's                  S&P            Commitment Fee
     -------                  ---            --------------


     Baal or higher or   BBB+ or higher           0.0525%
                    --

     Baa2           or   BBB                      0.0625%
                    --

     Baa3           or   BBB-                     0.0725%
                    --

     Bal            or   BB+                      0.0850%
                    --

     Ba2 or lower   and  BB or lower              0.125%
                    ---


     provided, however, that if at any time no Debt Rating is available, the
     -----------------

     commitment fee shall be 0.125% per annum.

          (ii) The commitment fee shall be payable (A) quarterly in arrears on
     the last Business Day of each calendar quarter, commencing with the
     calendar quarter ending on March 31, 1997, (B) on any date of reduction or
     termination of the Commitments and (C) on the Termination Date.

      (b) Facility Fee.
          ------------


          (i)  The Company agrees to pay to the Agent for the account of each
     Lender, a facility fee from the Closing Date until the Termination Date at
     a rate per annum times the Commitment of such Lender (regardless of
     utilization thereof) as follows:

          Debt Rating
          -----------


     Moody's                  S&P            Facility Fee
     -------                  ---            ------------


     Baal or higher or   BBB+ or higher           0.0525%
                    --

     Baa2           or   BBB                      0.0625%
                    --

     Baa3           or   BBB-                     0.0725%
                    --

     Bal            or   BB+                      0.0850%
                    --

     Ba2 or lower   and  BB or lower              0.125%
                    ---


     provided, however, that if at any time no Debt Rating is available, the
     -----------------

     facility fee shall be 0.125% per annum.

          (ii) The facility fee shall be payable (A) quarterly in arrears on the
     last Business Day of each calendar quarter, commencing with the calendar
     quarter ending on March 31, 1997, (B) on any date of reduction or
     termination of the Commitments and (C) on the Termination Date.

      (c) Agency Fee.  The Company agrees to pay to the Agent for its account an
          ----------

agency fee in such amounts and at such times as are set forth in the Fee Letter.

     III.02    Computation of Interest, Fees.
               -----------------------------


     (a)  All computations of interest payable in respect of Reference Rate
Loans shall be made on the basis of a year of 365 days or 366 days, as the case
may be, and actual days elapsed.  All computations of interest in respect of
Eurodollar Loans and Bid Loans and all computations of fees under this Agreement
shall be made on the basis of a year of 360 days and actual days elapsed.
Interest and fees shall accrue during each period during which interest or such
fees are computed from the first day thereof to the last day thereof.

     (b)  Each determination of an interest rate by the Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Company and
the Lenders in the absence of manifest error.  The Agent, upon determining LIBOR
for any Interest Period, shall promptly notify the Company and the Lenders
thereof.

     III.03    Payments by the Company.
               -----------------------

     (a)  The Company shall make each payment hereunder not later than 1:00 p.m.
(New York City time) on the day when due (i) in respect of any Committed Loan,
to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such
Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately
available funds to such account in the continental United States of America as
the Agent shall specify from time to time by notice to the Company or, in the
case of a Bid Loan made by a Lender, to the Lending Office of such Lender.  The
Agent will promptly after receiving any payment in respect of any Committed Loan
from the Company cause to be distributed like funds to the Lenders ratably based
on their Commitment Percentages (other than amounts payable to any Lender or any
amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for
                            ------------------------------------    ----

the account of their respective Lending Offices.  Any payment which is received
by the Agent later than 1:00 p.m. (New York City time), as confirmed by Federal
Reserve wire number, shall be deemed to have been received on the immediately
succeeding Business Day.

     (b)  Whenever any payment of a Committed Loan (and, unless otherwise stated
in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be due
on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or fees, as the case may be;
provided, however, that if such extension would cause payment of principal of or
-----------------

interest on Eurodollar Loans to be made in the next calendar month, such payment
shall be made on the immediately preceding Business Day.

     (c)  Unless the Agent shall have received notice from the Company prior to
the date on which any payment is due to the Lenders hereunder that the Company
will not make such payment in full, the Agent may assume that the Company has
made such payment in full to the Agent on such date, and the Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent the Company shall not have so made such payment in full to the Agent,
each Lender shall repay to the Agent forthwith on demand the excess of the
amount distributed to such Lender over the amount, if any, paid by the Company
for the account of such Lender, together with interest thereon at the Federal
Funds Rate, for each day from the date such amount is distributed to such Lender
until the date such Lender repays such amount to the Agent; provided, however,
                                                            -----------------

that if any Lender shall fail to repay such amount within three Business Days
after demand therefor, such Lender shall, from and after such third Business Day
until payment is made to the Agent, pay interest thereon at a rate per annum
equal to the sum of the Adjusted Reference Rate plus 1%.
                                                ----

     III.04    Payments by the Lenders.
               -----------------------


     (a)  Not later than 12:00 noon (New York City time) on the date of each
proposed Committed Borrowing, each Lender shall make available to the Agent to
such account as the Agent shall specify from time to time in immediately
available funds for the account of the Company, the amount of such Lender's
Commitment Percentage of such Borrowing.

     (b)  Unless the Agent shall have received notice from a Lender at least one
Business Day prior to the date of any proposed Committed Borrowing that such
Lender will not make available to the Agent for the account of the Company, the
amount of such Lender's Commitment Percentage of such Borrowing, the Agent may
assume that such Lender has made such amount available to the Agent on the date
of such Borrowing, and the Agent may, in reliance upon such assumption, make
available to the Company on such date a corresponding amount.  If and to the
extent any Lender shall not have made such full amount available to the Agent,
and the Agent in such circumstances makes available to the Company such amount,
such Lender shall, within two Business Days following the date of such
Borrowing, make such amount available to the Agent, together with interest
thereon for each day from and including the date of such Borrowing, at a rate
per annum equal to the Federal Funds Rate.  If such amount is so made available,
such payment to the Agent shall constitute such Lender's Committed Loan on the
date of such Borrowing for all purposes of this Agreement.  If such amount is
not made available to the Agent within two Business Days following the date of
such Borrowing, the Agent shall notify the Company of such failure to fund, and,
on the third Business Day following the date of such Borrowing, the Company
shall pay to the Agent such amount, together with interest thereon for each day
elapsed since the date of such Borrowing, at a rate per annum equal to the
interest rate applicable at the time to the Loans comprising such Borrowing.
Nothing contained in this Section 3.04(b) shall relieve any Lender which has
                          ---------------

failed to make available its pro rata share of any Committed Borrowing hereunder
from its obligation to do so in accordance with the terms hereof.

     (c)  The failure of any Lender to make any Committed Loan on the date of
any Committed Borrowing shall not relieve any other Lender of its obligation, if
any, hereunder to make a Committed Loan on the date of such Borrowing pursuant
to the provisions contained herein, but no Lender shall be responsible for the
failure of any other Lender to make the Loan to be made by such other Lender on
the date of any Committed Borrowing.

     (d)  If the Company accepts one or more of the offers made by any Lender or
Lenders pursuant to Section 2.04(c)(ii), each such Lender which is to make a Bid
                    -------------------

Loan as part of any Bid Borrowing shall before 12:00 noon (New York City time)
on the date of such proposed Bid Borrowing (or before 2:00 p.m. (New York City
time) on the date of such Bid Borrowing in the case of a Fixed Rate Bid Loan)
make available to the Company at such Lender's Lending Office such Lender's
portion of such Bid Borrowing in immediately available funds.  The Company will
promptly notify the Agent of the total amount of Bid Loans made in connection
with such Bid Borrowing, each date on which all or any part of such Bid Loans
shall mature and the principal amount which shall mature on each such date, and
the Agent will, in turn, promptly notify each Lender of the amount of such Bid
Borrowing and the relevant maturity date or dates of the Bid Loans comprised in
such Bid Borrowing.

     III.05    Taxes.
               -----


     (a)  Subject to paragraph (g) of this Section 3.05, any and all payments by
                     -------------         ------------

the Company to the Agent for its account and for the account of any Lender under
this Agreement (other than on account of a Bid Loan, except to the extent
otherwise specified as being applicable to any such Bid Loan) shall be made free
and clear of, and without deduction or withholding for, any and all present or
future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto incurred in connection with any Borrowing
pursuant to this Agreement, excluding (i) such taxes (including income taxes or
franchise taxes or branch profit taxes) as are imposed on or measured by such
Lender's or the Agent's, as the case may be, net income and (ii) such taxes as
are imposed by a jurisdiction other than the United States of America or any
political subdivision thereof and that would not have been imposed but for the
existence of a connection between such Lender or the Agent and the jurisdiction
imposing such taxes (other than a connection arising principally by reason of
this Agreement) (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities being hereinafter referred to as "Taxes").

     (b)  In addition, the Company agrees to pay any present or future stamp or
documentary taxes or any other sales, excise or property taxes, charges or
similar levies which arise from any payment made hereunder or from the
execution, delivery or registration of, or otherwise with respect to, this
Agreement (other than on account of a Bid Loan, except to the extent otherwise
specified as being applicable to any such Bid Loan) or any other Loan Document
(hereinafter referred to as "Other Taxes").
                             -----------


     (c)  Subject to paragraph (g) of this Section 3.05, the Company agrees to
                     -------------         ------------

indemnify and hold harmless each Lender and the Agent for the full amount of
Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section 3.05) paid by such Lender or
                                           ------------
the Agent, as the case may be, and any liability (including penalties, interest,
additions to tax and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted;
provided, however, that each Lender and the Agent agree to contest in good faith
--------  -------

in cooperation with the Company any Taxes or Other Taxes that such Lender or the
Agent, as the case may be, in consultation with the Company has determined have
been incorrectly asserted.  This indemnification shall be made within 30 days
from the date such Lender or the Agent, as the case may be, makes written demand
therefor.

     (d)  If the Company shall be required by law to deduct or withhold any
Taxes or Other Taxes from or in respect of any sum payable hereunder to any
Lender or the Agent, then, subject to paragraph (g) of this Section 3.05 below,
                                      -------------         ------------


          (i)  the sum payable shall be increased as may be necessary so that
     after making all required deductions (including deductions applicable to
     additional sums payable under this Section 3.05), such Lender or the Agent,
                                        ------------

     as the case may be, receives an amount equal to the sum it would have
     received had no such deductions been made;

          (ii) the Company shall make such deductions; and

          (iii)  the Company shall pay the full amount deducted to the relevant
     taxation authority or other authority in accordance with applicable law.

     (e)  Within 30 days after the date of any payment by the Company of Taxes
or Other Taxes under this Section 3.05, the Company will furnish to the Agent,
                          ------------

for the account of each Lender receiving a payment from which Taxes or Other
Taxes were deducted, the original or a certified copy of a receipt evidencing
payment thereof, or other evidence of payment reasonably satisfactory to the
Agent.

     (f)  Each Lender that is other than a United States Person as defined in
the Code hereby agrees that:

          (i)  it shall, no later than the Closing Date (or, in the case of a
     Lender which becomes a party hereto pursuant to Section 11.08 after the
                                                     -------------

     Closing Date, the date upon which such Lender becomes a party hereto)
     deliver to the Agent (two (2) originals) and to the Company (one (1)
     original):

               (A)  if its Lending Office is located in the United States of
          America, accurate and complete signed originals of Internal Revenue
          Service Form 4224 or any successor thereto ("Form 4224") and Internal
                                                       ---------

          Revenue Service Form W-9 or any successor thereto ("Form W-9"), and/or
                                                              --------


               (B)  if its Lending Office is located outside the United States
          of America, accurate and complete signed originals of Internal Revenue
          Service Form 1001 or any successor thereto ("Form 1001") and Internal
                                                       ---------

          Revenue Service Form W-8 or any successor thereto ("Form W-8");
                                                              --------


     in each case indicating that such Lender is on the date of delivery thereof
     entitled to receive payments of principal, interest and fees for the
     account of such Lending Office or Offices under this Agreement free from
     withholding of United States Federal income tax;

          (ii) if at any time such Lender changes its Lending Office or Offices
     or selects an additional Lending Office, it shall, at the same time or
     reasonably promptly thereafter but only to the extent the forms previously
     delivered by it hereunder are no longer effective, deliver to the Agent
     (two originals) and to the Company (one original) in replacement for the
     forms previously delivered by it hereunder:

               (A)  if such changed or additional Lending Office is located in
          the United States of America, accurate and complete signed originals
          of Form 4224 and Form W-9; or

               (B)  otherwise, accurate and complete signed originals of Form
          1001 and Form W-8,

     in each case indicating that such Lender is on the date of delivery thereof
     entitled to receive payments of principal, interest and fees for the
     account of such changed or additional Lending Office under this Agreement
     free from withholding of United States Federal income tax;

          (iii)  it shall, before or promptly after the occurrence of any event
     (including the passing of time and, as provided above, any event mentioned
     in clause (ii) above) requiring a change in the most recent Form 4224, Form
        -----------

     W-9, Form 1001 or Form W-8 previously delivered by such Lender and if no
     change in law shall have occurred since the date of delivery of such most
     recent form that would make the delivery of replacement forms hereunder
     unlawful, deliver to the Agent (two originals) and to the Company (one
     original) accurate and complete signed originals of Form 4224 and Form W-9
     or Form 1001 and Form W-8 (or any successor forms) in replacement for the
     forms previously delivered by such Lender; and

          (iv) it shall, promptly upon the request of the Company to that
     effect, deliver to the Agent and the Company such other accurate and
     complete forms or similar documentation as may be required from time to
     time by any applicable law, treaty, rule or regulation in order to
     establish such Lender's tax status for withholding purposes or may
     otherwise be appropriate to eliminate or minimize any Taxes on payments
     under this Agreement.

     (g)  The Company shall not be required to pay any amounts pursuant to
paragraph (a), (c) or (d) of this Section 3.05 to any Lender for the account of
-------------  ---    ---         ------------

any Lending Office of such Lender in respect of any sum payable hereunder:

          (i)  if the obligation to pay such additional amounts would not have
     arisen but for a failure by such Lender to comply with its obligations
     under Section 3.05(f) in respect of such Lending Office;
           ---------------
          (ii) if such Lender shall have delivered to the Agent a Form 4224 and
     a Form W-9 in respect of such Lending Office pursuant to subclause
                                                              ---------

     (f)(i)(A), (f)(ii)(A) or (f)(iii) above and such Lender shall not be
     ---------------------    --------

     entitled to exemption from deduction or withholding of United States
     Federal income tax in respect of the payment of such sum by the Company
     hereunder for the account of such Lending Office for any reason other than
     a change in United States law or regulations or in the official
     interpretation of such law or regulations by any Governmental Authority
     charged with the interpretation or administration thereof (whether or not
     having the force of law) after the date of delivery of such Form 4224 and
     Form W-9; provided, however, that if, notwithstanding such change in law, a
               --------  -------

     Lender would be legally able to provide such other forms or information as
     would reduce or eliminate United States withholding taxes applicable to
     payments made hereunder, such Lender shall, if requested by the Company,
     timely provide such forms or other information to the Company, and the
     Company shall not be required to pay any amounts pursuant to paragraphs
                                                                  ----------

     (a), (c) or (d) above to the extent such amount would not have been owed
     ---  ---    ---

     but for a failure of such Lender to comply with its obligations under this
     proviso; or

          (iii)  if such Lender shall have delivered to the Company a Form 1001
     and a Form W-8 in respect of such Lending Office pursuant to subclause
                                                                  ---------

     (f)(i)(B), (f)(ii)(B) or (f)(iii) above and such Lender shall not be
     ---------  ----------    --------

     entitled to exemption from deduction or withholding of United States
     Federal income tax in respect of the payment of such sum by the Company
     hereunder for the account of such Lending Office for any reason other than
     a change in United States law or regulations or any applicable tax treaty
     or regulations or in the official interpretation of any such law, treaty or
     regulations by any Governmental Authority charged with the interpretation
     or administration thereof (whether or not having the force of law) after
     the date of delivery of such Form 1001 and Form W-8; provided, however,
                                                          --------  -------

     that if, notwithstanding such change in law, a Lender would be legally able
     to provide such other forms or information as would reduce or eliminate
     United States withholding taxes applicable to payments made hereunder, such
     Lender shall, if requested by the Company, timely provide such forms or
     other information to the Company, and the Company shall not be required to
     pay any amounts pursuant to paragraph (a), (c) or (d) of this Section 3.05
                                 -------------  ---    ---         ------------

     to the extent such amount would not have been owed but for a failure of
     such Lender to comply with its obligations under this proviso.

     (h)  Each Lender shall use reasonable efforts to avoid or minimize any
amounts which might otherwise be payable pursuant to this Section 3.05;
                                                          ------------

provided, however, that such efforts shall not include the taking of any actions
--------  -------

by a Lender that would result in any tax, cost or other expense to such Lender
(other than a tax, cost or expense for which such Lender shall have been
reimbursed or indemnified by the Company pursuant to this Agreement or
otherwise) or any action which would in the reasonable opinion of such Lender
have an adverse effect upon its financial condition, operations, business or
properties.

     (i)  Each Lender agrees to indemnify the Agent and hold the Agent harmless
for the full amount of any and all present or future Taxes, Other Taxes and
related liabilities (including penalties, interest, additions to tax and
expenses, and any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable to Agent under this paragraph (i)) which are imposed on or with respect
                            -------------

to principal, interest or fees payable to such Lender hereunder and which are
not paid by the Company pursuant to this Section 3.05, whether or not such
                                         ------------

Taxes, Other Taxes or related liabilities were correctly or legally asserted.
This indemnification shall be made within 30 days from the date the Agent makes
written demand therefor.

     III.06    Sharing of Payments, Etc.  If, other than as provided in Section
               ------------------------                                 -------

3.05, 4.02, 4.03, 4.04, 4.05 or 4,06, any Lender shall obtain any payment
----------------------------    ----

(whether voluntary, involuntary, through the exercise of any right of set-off or
otherwise) on account of any Committed Loan made by it or, after the occurrence
and during the continuation of an Event of Default pursuant to Section 9.01(a),
                                                               ---------------

in respect of any Obligation owing to it (including with respect to any Bid Loan
or 1993 Facility Bid Loan), in excess of its Commitment Percentage of payments
on account of the Committed Loans or, after the occurrence and during the
continuation of an Event of Default pursuant to Section 9.01(a), in excess of
                                                ---------------

its pro rata share of all Obligations, such Lender shall forthwith purchase from
the other Lenders such participations in the Committed Loans made by them or,
after the occurrence and during the continuation of an Event of Default pursuant
to Section 9.01(a), in all Obligations owing to them, as shall be necessary to
   ---------------

cause such purchasing Lender to share the excess payment ratably with each of
the other Lenders according to their Commitment Percentages or, after the
occurrence and during the continuation of an Event of Default pursuant to
Section 9.01(a), their pro rata shares of all Obligations then owing to them;
---------------

provided, however, that if all or any portion of such excess payment is
--------  -------
thereafter recovered from such purchasing Lender, such purchase by such Lender
from each other Lender shall be rescinded and each other Lender shall repay to
the purchasing Lender the purchase price to the extent of such recovery together
with an amount equal to such paying Lender's pro rata share (according to the
proportion of (a) the amount of such paying Lender's required repayment to the
purchasing Lender to (b) the total amount so recovered from the purchasing
Lender) of any interest or other amount paid or payable by the purchasing Lender
in respect of the total amount so recovered.  The Company agrees that any Lender
so purchasing a participation from another Lender pursuant to the provisions of
this Section 3.06 may, to the fullest extent permitted by law, exercise all its
     ------------

rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of the Company
in the amount of such participation.  If under any applicable bankruptcy,
insolvency or other similar law, any Lender receives a secured claim in lieu of
a setoff to which this Section 3.06 applies, such Lender shall, to the extent
                       ------------

practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Lenders entitled under this Section 3.06 to
                                                              ------------

share in the benefits of any recovery on such secured claim.

                           ARTICLE IV

                 CHANGES IN CIRCUMSTANCES; ETC.
                 ------------------------------


     IV.01          Eurodollar Rate Protection.  If with respect to any Interest
                    --------------------------

Period for Eurodollar Loans, either (a) more than one Reference Bank shall fail
to notify the Agent of the rate of interest on the basis of which LIBOR is to be
determined as set forth in the definition of LIBOR or (b) by the first day of
such Interest Period, the Required Lenders notify the Agent that LIBOR for such
Interest Period will not adequately reflect the cost to the Required Lenders of
making such Eurodollar Loans or funding or maintaining their respective
Eurodollar Loans for such Interest Period, the Agent shall forthwith so notify
the Company and the Lenders, whereupon the obligations of the Lenders to make or
continue Loans as Eurodollar Loans or to convert Reference Rate Loans into
Eurodollar Loans shall be suspended until the Agent shall notify the Company and
the Lenders that the circumstances causing such suspension no longer exist and
any then outstanding Eurodollar Loans shall at the end of the then current
Interest Period for such Loans be converted into Reference Rate Loans.

     IV.02          Additional Interest on Eurodollar Loans.  The Company shall
                    ---------------------------------------

pay to each Lender, on demand of such Lender, as long as such Lender shall be
required under regulations of the Federal Reserve Board to maintain reserves
with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities, additional interest on the unpaid principal amount of each
Eurodollar Loan of such Lender from the date such Eurodollar Loan is made until
such principal amount is paid in full, at a rate per annum equal at all times to
the remainder obtained by subtracting (i) LIBOR for the Interest Period for such
Eurodollar Loan from (ii) the rate obtained by dividing such LIBOR by a
percentage equal to 100% minus the Eurodollar Reserve Percentage of such Lender
for such Interest Period, payable on each Interest Payment Date for such
Eurodollar Loan.

     IV.03          Increased Costs.  If, due to either (a) the introduction of
                    ---------------

or any change (other than any change by way of imposition of or increase in
reserve requirements covered by Section 4.02) in or in the interpretation of any
                                ------------

law or regulation after the date hereof (except to the extent such introduction,
change or interpretation affects Taxes or Other Taxes) or (b) the compliance
with any guideline or request issued after the date hereof (except to the extent
such guideline or request affects Taxes or Other Taxes) from any central bank or
other Governmental Authority (whether or not having the force of law), there
shall be any increase in the cost to any Lender of agreeing to make or making,
funding or maintaining any Eurodollar Loans, then the Company shall, subject to
Section 4.08(b), be liable for, and shall from time to time, upon demand
---------------

therefor by such Lender to the Company through the Agent, pay to the Agent for
the account of such Lender, additional amounts as are sufficient to compensate
such Lender for such increased costs.  For purposes of this Section 4.03, the
                                                            ------------

term "Taxes" shall have the meaning specified in Section 3.05(a) without regard
      -----                                      ---------------

to the exclusions set forth in Section 3.05(a).
                               ---------------


     IV.04          Illegality.  Notwithstanding any other provision of this
                    ----------

Agreement, if the introduction of or any change in or in the interpretation of
any law or regulation shall, after the date hereof, make it unlawful, or any
central bank or other Governmental Authority shall assert that it is unlawful,
for any Lender or its Lending Office to make or continue Committed Loans as
Eurodollar Loans or to convert Reference Rate Loans into Eurodollar Loans, then,
on notice thereof and demand therefor by such Lender to the Company through the
Agent, (a) the obligation of such Lender to make or to continue Committed Loans
as Eurodollar Loans or to convert Reference Rate Loans into Eurodollar Loans
shall terminate and (b) the Company shall forthwith prepay in full all
Eurodollar Loans of such Lender then outstanding, together with interest accrued
thereon, either on the last day of the then current Interest Period applicable
to each such Eurodollar Loan if such Lender may lawfully continue to maintain
such Eurodollar Loan to such day, or immediately if such Lender may not lawfully
continue to maintain such Eurodollar Loan to such day, unless the Company, on or
prior to the date on which it would otherwise be required to prepay such
Eurodollar Loan, converts all Eurodollar Loans of all Lenders then outstanding
into Reference Rate Loans.

     IV.05          Capital Adequacy.  In the event that any Lender shall
                    ----------------

determine that the compliance with any law, rule or regulation regarding capital
adequacy, or any change therein or in the interpretation or application thereof
or compliance by such Lender (or its Lending Office) or any corporation
controlling such Lender with any request or directive regarding capital adequacy
(whether or not having the force of law) from any central bank or other
Governmental Authority, affects or would affect the amount of capital required
or expected to be maintained by such Lender or any corporation controlling such
Lender and such Lender (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy and such Lender's or
such corporation's desired return on capital) determines that the amount of such
capital is increased as a consequence of such Lender's obligation under this
Agreement, then the Company shall, subject to Section 4.08(b), be liable for and
                                              ---------------

shall from time to time, upon demand therefor by such Lender through the Agent,
pay to the Agent for the account of such Lender such additional amounts as are
sufficient to compensate such Lender for such increase.

     IV.06          Funding Losses.
                    --------------


     (a)  If the Company makes any payment or prepayment of principal with
respect to any Eurodollar Loan (including payments made after any acceleration
thereof) or converts any Loan from a Eurodollar Loan to a Reference Rate Loan on
any day other than the last day of an Interest Period applicable thereto, the
Company shall pay to each Lender, upon demand therefor by such Lender, the
amount (if any) by which (i) the present value of the additional interest which
would have been payable on the amount so received had it not been received until
the last day of such Interest Period exceeds (ii) the present value of the
interest which would have been recoverable by such Lender by placing such amount
so received on deposit in the London interbank market for a period starting on
the date on which it was so received and ending on the last day of such Interest
Period.  For purposes of determining present value under this Section 4.06(a),
                                                              ---------------

interest amounts shall be discounted at a rate equal to the sum of (A) LIBOR
determined two Business Days before the date on which such principal amount is
received for an amount substantially equal to the amount received and for a
period commencing on the date of such receipt and ending on the last day of the
relevant Interest Period, plus (B) the percentage above LIBOR payable in respect
of such Eurodollar Loan pursuant to Section 2.09(a)(ii).
                                    -------------------
     (b)  If the Company fails to prepay, borrow, convert or continue any
Eurodollar Loan after a notice of prepayment, borrowing, conversion or
continuation has been given (or is deemed to have been given) to any Lender, the
Company shall reimburse each Lender, upon demand therefor by such Lender, for
any resulting loss and expense incurred by it, including any loss incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by
such Lender from third parties to fund any Eurodollar Loan

     (c)  If for any reason any Lender receives all or part of the principal
amount of a Bid Loan owed to it prior to the scheduled maturity date thereof,
the Company shall, on demand by such Lender, pay such Lender the amount (if any)
by which (i) the present value of the additional interest which would have been
payable on the amount so received had it not been received until such maturity
date exceeds (ii) the present value of the interest which would have been
recoverable by such Lender by placing such amount so received on deposit in the
London interbank market for a period starting on the date on which it was so
received and ending on such maturity date.  For purposes of determining present
value under this Section 4.06(c), interest amounts shall be discounted at a rate
                 ---------------

equal to the sum of (A) LIBOR determined two Business Days before the date on
which such principal amount is received for an amount substantially equal to the
amount received and for a period commencing on the date of such receipt and
ending on such maturity date, plus (B) the percentage above LIBOR payable in
respect of Eurodollar Loans pursuant to Section 2.09(a)(ii).
                                        -------------------


     IV.07          Funding; Certificates of Lenders.
                    --------------------------------


     (a)  Each Lender may fulfill its obligation to make, continue or convert
Loans into Eurodollar Loans by causing one of its foreign branches or Affiliates
(or an international banking facility created by such Lender) to make or
maintain such Eurodollar Loans; provided, however, that such Eurodollar Loans
                                -----------------

shall in such event be deemed to have been made and to be held by such Lender
and the obligation of the Company to repay such Eurodollar Loans shall be to
such Lender for the account of such foreign branch, Affiliate or international
banking facility. In addition, the Company hereby consents and agrees that, for
purposes of any determination to be made pursuant to Section 4.01, 4.02, 4.03,
                                                     -------------------------

4.04 or 4,06, it shall be conclusively assumed that each Lender elected to fund
----    ----

all Eurodollar Loans by purchasing dollar deposits in the interbank eurodollar
market for its Eurodollar Lending Office.

     (b)  Any Lender claiming reimbursement or compensation pursuant to Sections
                                                                        --------

3.05, 4.02, 4.03, 4.05 and/or 4,06 shall deliver to the Company through the
----------------------        ----

Agent a certificate setting forth in reasonable detail the basis for computing
the amount payable to such Lender hereunder and such certificate shall be
conclusive and binding on the Company in the absence of manifest error.  The
Company shall pay to any Lender claiming compensation or reimbursement from the
Company pursuant to Section 4.02, 4.03, 4.05 or 4.06 the amount requested by
                    ------------------------    ----

such Lender no later than five Business Days after such demand.

     IV.08          Change of Lending Office; Limitation on Increased Costs.
                    -------------------------------------------------------


     (a)  Each Lender agrees that upon the occurrence of any event giving rise
to the operation of Section 3.05(c) or (d) or Section 4.02, 4.03, 4.04 or 4.05
                    ---------------    ---    ------------------------    ----

with respect to such Lender, it will use commercially reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
minimize the imposition of any costs and expenses pursuant to such Sections and
to designate a different Lending Office for any Loans affected by such event
with the object of avoiding the consequence of the event giving rise to the
operation of such Section.  Nothing in this Section 4.08 shall affect or
                                            ------------
postpone any of the obligations of the Company or the right of any Lender
provided in Section 3.05(c) or (d) or Section 4.02, 4.03, 4.04 or 4.05.
            ---------------    ---    ------------------------    ----


     (b)  Notwithstanding the provisions of Section 3.05(c) and (d) and Sections
                                            ---------------     ---     --------

4.02, 4.03 and 4.05, the Company shall only be obligated to compensate any
----------     ----

Lender for any amount arising or occurring during (i) any time or period
commencing (A) in the case of Section 3.05(c) or (d), not more than six months
                              ---------------    ---

and (B) in the case of Section 4.02, 4.03 or 4.05, not more than three months,
                       ------------------    ----

prior to the date on which such Lender notifies the Agent and the Company that
such Lender proposes to demand such compensation and (ii) any time or period
during which, because of the unannounced retroactive application of any statute,
regulation or other basis, such Lender could not have known that such amount
might arise or accrue.

     IV.09          Replacement of Lenders.  The Company may from time to time
                    ----------------------

for reasonable cause, as determined by the management of the Company, including
invocation of any provision of this Article IV by any Lender, designate one or
                                    ----------

more banks (any such bank so designated being herein called a "Replacement
                                                               -----------


Lender') willing, in its or their sole discretion, to purchase all of the
--------

Committed Loans of any one or more Lenders and each such Lender's rights
hereunder (other than any such rights with respect to Bid Loans), without
recourse to or warranty by, or expense to, such Lender for a purchase price
equal to the outstanding principal amount of the Committed Loans payable to such
Lender plus any accrued but unpaid interest on such Committed Loans and accrued
but unpaid commitment fees in respect of such Lender's Commitment, if any, and
any other amounts payable to such Lender under this Agreement or any other Loan
Document (other than with respect to Bid Loans), including any amount payable
pursuant to Section 4.06 as though such Lender's Eurodollar Loans were being
            ------------

prepaid on the date of such purchase, and to assume all the obligations of such
Lender hereunder (other than with respect to Bid Loans), and, upon such
purchase, such Lender shall no longer be a party hereto or have any rights
hereunder (except those that pertain to its Bid Loans and those that survive
full payment hereunder) and shall be relieved from all obligations to the
Company hereunder, and the Replacement Lender shall succeed to the rights and
obligations of such Lender hereunder (other than with respect to Bid Loans).

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

     In order to induce the Lenders and the Agent to enter into this Agreement
and to induce the Lenders to extend their Commitments and to make Loans, the
Company represents and warrants to the Lenders and the Agent as follows:

     V.01      Corporate Existence; Compliance with Law.  The Company and each
               ----------------------------------------

Restricted Subsidiary:

     (a)  is a corporation duly incorporated, validly existing and in good
standing under the laws of the jurisdiction of its incorporation;

     (b)  is duly qualified as a foreign corporation and in good standing under
the laws of each jurisdiction in which the character of the properties owned or
held under lease by it or the nature of the business transacted by it requires
such qualification except where the failure to be so qualified is not likely to
have a Material Adverse Effect;

     (c)  has all requisite corporate power and authority to own, pledge,
mortgage, hold under lease and operate its properties and to conduct its
business as now or currently proposed to be conducted; and
                                                               

     (d)  is in compliance with all Requirements of Law applicable to it and its
business except for such non-compliance which is not likely to have a Material
Adverse Effect.

     V.02      Corporate Power; Authorization.  The execution, delivery and
               ------------------------------

performance by each Loan Party of the Loan Documents to which such Loan Party is
a party:

     (a)  are within the respective corporate powers of such Loan Party;

     (b)  have been, or prior to such execution will have been, duly authorized
by all necessary corporate action, including the consent of shareholders where
required;

     (c)  do not:

          (i)  contravene the articles or certificate of incorporation or by-
     laws of such Loan Party;

          (ii) violate any other Requirement of Law;
                                                               
          (iii) conflict with or result in the breach of, or constitute a
     default under, any Contractual Obligation of such Loan Party, except for
     such conflicts, breaches or defaults which are not likely to have a
     Material Adverse Effect and which do not subject any Lender or the Agent to
     any criminal liability or any material civil liability; or

          (iv) result in the creation or imposition of any Lien upon any of the
     property of any Loan Party; and

     (d)  do not require the consent of, authorization by, approval of or notice
to, or filing or registration with, any Governmental Authority or any other
Person other than (i) as of the Closing Date, those which have been obtained,
made or given and which are fully disclosed in Schedule 5.02(d) and (ii) those
                                               ----------------

which are not required to be obtained, made or given as of the Closing Date but
which will be obtained, made or given as and when required.

     V.03      Enforceable Obligations.  This Agreement and each other Loan
               -----------------------

Document to which any Loan Party is a party have been duly executed and
delivered by such Loan Party.  This Agreement is, and each other Loan Document
when delivered hereunder will be, legal, valid and binding obligations of each
Loan Party, a party thereto, enforceable against each such Loan Party in
accordance with their respective terms except as such enforcement may be limited
by applicable bankruptcy, insolvency, reorganization or other similar laws
relating to or limiting creditors' rights generally.

     V.04      Taxes.
               -----


     As of the Closing Date, the Company and each Restricted Subsidiary have
filed all federal, state, local and foreign tax returns which are required to
have been filed in any jurisdiction and have paid all taxes shown to be due
thereon or otherwise assessed, to the extent the same have become due and
payable and before they have become delinquent, except for any taxes and
assessments the amount, applicability or validity of which is currently being
contested in good faith by appropriate proceedings and with respect to which the
Company has set aside on its books reserves (adequate in accordance with, and
segregated to the extent required by, GAAP) and the non-filing or non-payment of
which is not likely to have a Material Adverse Effect.

     V.05      Financial Matters.
               -----------------


     (a)  The consolidated balance sheet of the Company and its Subsidiaries as
of the last day of the fiscal year ended on December 31, 1995, and the related
consolidated statements of income and cash flows of the Company and its
Subsidiaries for such fiscal year, all with reports thereon by Arthur Andersen &
Co., independent public accountants, copies of which have been delivered to the
Agent and each Lender prior to the execution of this Agreement, fairly present
the consolidated financial position of the Company and its Subsidiaries as of
the date of said balance sheet and the consolidated results of their operations
for the period covered by said statements of income and cash flows, and have
been prepared in accordance with GAAP consistently applied in all material
respects by the Company and its Subsidiaries throughout the period involved,
except as set forth in the notes thereto.  There are no material liabilities,
contingent or otherwise, of the Company or any Subsidiary not reflected in the
consolidated balance sheet as of December 31, 1995 or in the notes thereto which
are required to be disclosed therein.

     (b)  Since December 31, 1995, there has been no Material Adverse Effect and
no development which is likely to have a Material Adverse Effect, except as
reflected in the Company's periodic reports filed with the Securities and
Exchange Commission prior to the Closing Date.

     (c)  There is no material obligation, contingent liability or liability for
taxes, long-term leases or unusual forward or long-term commitments which is not
reflected in the December 31, 1995 consolidated financial statements of the
Company and its Subsidiaries or in the notes thereto which are required by GAAP
to be disclosed therein and no liability reflected in such notes is likely to
have a Material Adverse Effect.

     V.06      Litigation.  As of the Closing Date, there are no pending or, to
               ----------

the knowledge of the Company, threatened, actions or proceedings affecting the
Company or any Restricted Subsidiary before any court or other Governmental
Authority or any arbitrator that are likely to have a Material Adverse Effect.

     V.07      Subsidiaries.
               ------------


     (a)  A complete and correct list of the Company's Subsidiaries as of the
Closing Date, showing, as to each such Subsidiary, the correct name thereof, the
jurisdiction of its incorporation and the percentage of shares of each class of
its securities outstanding owned by the Company and each other Subsidiary of the
Company, is set forth in Schedule 5.07.
                         -------------


     (b)  (i)  All of the outstanding shares of securities of each of the
Subsidiaries of the Company listed in Schedule 5.07 have been validly issued,
                                      -------------

are fully paid and nonassessable and are owned by the Company or another
Subsidiary of the Company, free and clear of any Lien, except as otherwise
permitted hereunder, and (ii) no Subsidiary of the Company owns any shares of
securities of the Company.

     V.08      Liens.  As of the Closing Date, there are no Liens of any nature
               -----

whatsoever on any properties owned by the Company or any Restricted Subsidiary
other than Permitted Liens.

     V.09      No Burdensome Restrictions; No Defaults.
               ---------------------------------------


     (a)  As of the Closing Date, neither the Company nor any Restricted
Subsidiary is a party to any Contractual Obligation the performance of which is
likely to have a Material Adverse Effect.

     (b)  As of the Closing Date, no provision or provisions of any applicable
Requirement of Law has or is likely to have a Material Adverse Effect.

     (c)  Neither the Company nor any Restricted Subsidiary is in default under
or with respect to any Contractual Obligation which default is likely to have a
Material Adverse Effect.

     (d)  No Default or Event of Default has occurred and is continuing.

     V.10      Investment Company Act; Public Utility Holding Company Act.  No
               ----------------------------------------------------------

Loan Party is an "investment company" or an "affiliated person" of, or
"promoter" or "principal underwriter" for, an "investment company", as such
terms are defined in the Investment Company Act of 1940, as amended, or a
"holding company", or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a subsidiary company  of a
holding company", within the meaning of the Public Utility Holding Company Act
of 1935, as amended.  The making of the Loans by the Lenders, the application of
the proceeds and repayment thereof by the Company and the consummation of the
transactions contemplated by the Loan Documents will not violate any provision
applicable to any Loan Party of (a) the Investment Company Act of 1940, as
amended, or (b) any rule, regulation or order issued by the Securities and
Exchange Commission thereunder.

     V.11      Margin Regulations.  No part of the proceeds of any Loan will be
               ------------------

used in violation of Regulation G, T, U or X of the Federal Reserve Board.
After giving effect to the application of the proceeds of the Loans (including
the Loans to be made on the Closing Date) less than twenty-five percent (25%) of
the assets of the Company, individually and on a consolidated basis with its
Subsidiaries, consists of margin stock.  The Company is not engaged principally,
or as one of its important activities, in the business of extending credit for
the purpose of purchasing or carrying margin stock.  Terms for which meanings
are provided in Regulation U of the Federal Reserve Board or any regulations
substituted therefor, as from time to time in effect, are used in this Section
                                                                       -------
5.11 with such meanings.
----


     V.12      Environmental Matters.  As of the Closing Date, except as set
               ---------------------

forth in Schedule 5.12:
         -------------

     (a)  all facilities and property (including underlying groundwater)
presently owned or leased by the Company or any of its Subsidiaries have been,
and continue to be, owned or leased by the Company and its Subsidiaries in
material compliance with all Environmental Laws, except for such non-compliance
as is not likely to have a Material Adverse Effect;

     (b)  there are no pending or threatened

          (i)  claims, complaints, notices or requests for information received
     by the Company or any of its Subsidiaries with respect to any alleged
     violation of any Environmental Law which are likely to have a Material
     Adverse Effect, or

          (ii) claims, complaints, notices or inquiries to the Company or any of
     its Subsidiaries regarding potential liability under any Environmental Law
     which are likely to have a Material Adverse Effect;

     (c)  except for Releases of Hazardous Materials which occurred after the
date that the Company or any of its Subsidiaries sold, transferred, assigned or
otherwise disposed of its interests in any previously owned or leased property,
there have been no Releases of Hazardous Materials at, on or under any property
now or previously owned or leased by the Company or any of its Subsidiaries that
are likely to have a Material Adverse Effect;

     (d)  the Company and its Subsidiaries have been issued and are in material
compliance with all permits, certificates, approvals, licenses and other
authorizations relating to environmental matters and necessary or desirable for
their businesses except for such non-compliance as is not likely to have a
Material Adverse Effect;

     (e)  (i)  no property presently owned or leased by the Company or any of
its Subsidiaries, and (ii) to the best of the knowledge of the Company, no
property previously owned or leased by the Company or any of its Subsidiaries,
is listed or proposed for listing on the National Priorities List pursuant to
CERCLA or on any similar published state list of sites requiring investigation
or clean-up;

     (f)  to the knowledge of the Company, there are no underground storage
tanks, active or abandoned, including petroleum storage tanks, on or under any
property now or previously owned or leased by the Company or any of its
Subsidiaries that are likely to have a Material Adverse Effect;

     (g)  neither the Company nor any of its Subsidiaries has directly
transported or directly arranged for the transportation of any Hazardous
Material to any location which is listed or proposed for listing on the National
Priorities List pursuant to CERCLA, on the CERCLIS or on any similar published
state list or which is the subject of federal, state or local enforcement
actions or other investigations which may lead to claims against the Company or
such Subsidiary for any remedial work, damage to natural resources or personal
injury, including claims under CERCLA, except for such claims which are not
likely to have a Material Adverse Effect;

     (h)  there are no polychlorinated biphenyls or friable asbestos present at
any property now or previously owned or leased by the Company or any of its
Subsidiaries that are likely to have a Material Adverse Effect; and

     (i)  to the knowledge of the Company, no conditions exist at, on or under
any property now or previously owned or leased by the Company or any of its
Subsidiaries which, with the passage of time, or the giving of notice or both,
are likely to have a Material Adverse Effect.

     V.13      Labor Matters.  Except as set forth in Schedule 5.13, there are
               -------------                          -------------

no strikes or other labor disputes or grievances or charges or complaints with
respect to any employee or group of employees pending or, to the knowledge of
the Company, threatened against the Company or any Restricted Subsidiary which
are likely to have a Material Adverse Effect.

     V.14      ERISA Plans.  During the twelve-consecutive-month period prior to
               -----------

the Closing Date, no steps have been taken to terminate any Pension Plan (other
than a standard termination as defined in Section 4041(b) of ERISA for which a
                                          ---------------

commitment to make the terminating Pension Plan sufficient is not required), and
no contribution failure has occurred with respect to any Pension Plan sufficient
to give rise to a Lien under Section 302(f) of ERISA. Other than liability for
                             --------------

benefit payments or contributions in the ordinary course, no condition exists or
event or transaction has occurred with respect to any Plan which is likely to
result in the incurrence by the Company or any member of the Controlled Group of
any material liability, fine or penalty. Each Plan complies with the applicable
provisions of ERISA and the Code, except where such non-compliance is not likely
to have a Material Adverse Effect. Except as disclosed in Schedule 5.14, neither
                                                          -------------

the Company nor any Subsidiary of the Company has any material contingent
liability with respect to any post-retirement benefit under a Welfare Plan,
other than liability for continuation coverage described in Part 6 of Subtitle B
of Title I of ERISA.

                           ARTICLE VI
                      CONDITIONS PRECEDENT
                      --------------------


     VI.01          Conditions Precedent to the First Loan.  The obligation of
                    --------------------------------------

each Lender to make its initial Loan is subject to satisfaction of the condition
precedent that the Agent shall have received the following, each, unless
otherwise specified below, dated the Closing Date, in form and substance
satisfactory to the Agent and its counsel:

     (a)  Board Resolutions; Incumbency Certificates. A certificate of the
          ------------------------------------------

Secretary or an Assistant Secretary of each Loan Party certifying (i) the
resolutions of the Board of Directors of such Loan Party approving each Loan
Document to which such Loan Party is a party and the transactions contemplated
hereby and thereby, (ii) all documents evidencing other necessary corporate
action, if any, by each Loan Party with respect to each Loan Document and (iii)
the names and signatures of the officers authorized to act with respect to each
Loan Document executed by it, upon which certificate the Agent and each Lender
may conclusively rely until it shall have received a further certificate of the
Secretary or Assistant Secretary of such Loan Party cancelling or amending such
prior certificate;

     (b)  Articles of Incorporation; By-Laws and Good Standing. Each of the
          -----------------------------------------------------

following documents:

          (i)  the articles or certificate of incorporation of each Loan Party
     as in effect on the Closing Date, certified (A) by the Secretary of State
     of the state of incorporation of such Loan Party as of a date reasonably
     close to the Closing Date, and (B) by the Secretary or an Assistant
     Secretary of such Loan Party as of the Closing Date, and the by-laws of
     each Loan Party, as in effect on the Closing Date, certified by the
     Secretary or an Assistant Secretary of such Loan Party as of the Closing
     Date; and

          (ii) a good standing certificate for each Loan Party from the
     Secretary of State of the state of incorporation of such Loan Party as of a
     date reasonably close to the Closing Date;

     (c)  Subsidiary Guaranty.  A guaranty, duly executed by each Principal
          -------------------

Subsidiary, in substantially the form of Exhibit 6.01(c) (as from time to time
                                         ---------------

amended, modified or supplemented, the "Subsidiary Guaranty");
                                        -------------------


     (d)  Legal Opinion.  A favorable opinion addressed to the Agent and all
          -------------

Lenders from counsel to the Company and its Subsidiaries, in substantially the
form of Exhibit 6.01(d) (which opinion the Company and its Subsidiaries hereby
        ---------------

expressly instruct such counsel to prepare and deliver); and

     (e)  Termination of the 1993 Credit Agreement.  Evidence satisfactory to
          ----------------------------------------

the Agent that the 1993 Credit Agreement and the commitments of the lenders

thereunder shall have been terminated and all committed loans owing to the
lenders thereunder shall have been paid in full; provided, however, that the
                                                 -----------------

obligations of the Company with respect to the 1993 Facility Bid Loans
outstanding on the Closing Date shall survive the termination of the 1993 Credit
Agreement and such 1993 Facility Bid Loans shall be repaid when due in
accordance with their respective terms.

     VI.02          Additional Conditions Precedent to the First Loan. The
                    -------------------------------------------------

obligation of each Lender to make its initial Loan is subject to the further
conditions precedent that:

     (a)  No Material Adverse Effect.  Since December 31, 1995, there shall have
          --------------------------

been no Material Adverse Effect and no development which is likely to have a
Material Adverse Effect, except as reflected in the Company's periodic reports
filed with the Securities and Exchange Commission prior to the Closing Date.

     (b)  Margin Regulations.  All Loans made by the Lenders shall be in full
          ------------------

compliance with all applicable Requirements of Law, including Regulations G, T,
U and X of the Federal Reserve Board

    (c)    Fees Costs and Expenses.   The Company
           -----------------------

shall have paid all fees referred to in Section 3.01 to the extent then due and
                                        ------------

payable and all reasonable costs and expenses referred to in Section 11.04
                                                             -------------

(including legal fees and expenses) and any indemnity pursuant to Section 11.05
                                                                  -------------

which, in each case, may be then due and payable.

     (d)  Company Officer's Certificate.  The Company shall have delivered to
          -----------------------------

the Agent a certificate from a Responsible Officer of the Company in
substantially the form of Exhibit 6.02(d) as to the satisfaction of the
                          ---------------

conditions set forth in Section 6.02 and to the effect that on the date of the
                        ------------

Initial Borrowing, the representations and warranties contained in Article V are
                                                                   ---------

correct.

     VI.03          Conditions Precedent to Each Committed Loan.  The obligation
                    -------------------------------------------

of each Lender to make any Committed Loan (including its initial Committed Loan)
shall be subject to the further conditions precedent that:

     (a)  Notice of Borrowing.  The Agent shall have received.a Notice of
          -------------------

Borrowing as required by Section 2.02.
                         ------------


     (b)  Accuracy of Representations; No Default; Etc.  The following
          --------------------------------------------

statements shall be true on the date of each Committed Loan, before and after
giving effect thereto:

          (i)  The representations and warranties contained in Article V are
                                                               ---------

     correct on and (except for representations and warranties relating solely
     to a particular point in time and, after the initial Committed Borrowing,
     other than under paragraph (b) of Section 5.05) as of such date as though
                                       ------------

     made on and as of such date; and

          (ii) No Default or Event of Default has occurred and is continuing or
     would result from such Committed Loan being made on such date.

     (c)  Other Assurances. The Agent shall have received such other approvals,
          ----------------

opinions or documents as any Lender through the Agent may reasonably request
related to the transactions contemplated hereby.

     VI.04          Conditions Precedent to Each Bid Borrowing.  The obligation
                    ------------------------------------------

of each Lender which is to make a Bid Loan in connection with a Bid Borrowing
(including the initial Bid Borrowing) to make such Bid Loan shall be subject to
the further conditions precedent:

     (a)  Promissory Notes.  If so requested by such Lender, the Company shall
          ----------------

have delivered to such Lender a promissory note in the form of Exhibit 2.05(c)
                                                               ---------------

evidencing the Indebtedness of the Company in respect of such Bid Loan.

     (b)  Accuracy of Representations; No Default; Etc.  The following
          --------------------------------------------

statements shall be true on the date of each Bid Borrowing, before and after
giving effect thereto and to the application of the proceeds from the Bid Loans
being made on such date:

          (i)  The representations and warranties contained in Article V are
                                                               ---------

     correct on and (except for representations and warranties relating solely
     to a particular point in time and other than under paragraph (b) of Section
                                                        -------------    -------

     5.05) as of such date as though made on and as of such date; and
     -----

          (ii) No Default or Event of Default has occurred and is continuing or
     would result from such Bid Loan being made on such date.

                           ARTICLE VII
                      AFFIRMATIVE COVENANTS
                      ---------------------


     The Company agrees that as long as the obligations of the Lenders to make
Loans shall remain in effect and until all Obligations shall have been paid or
performed in full, unless the Required Lenders shall otherwise consent in
writing:

     VII.01    Application of Proceeds.  The Company will apply the proceeds of
               -----------------------

the Loans for general corporate purposes.

     VII.02    Compliance with Laws, Etc.  The Company will comply, and cause
               -------------------------

each of its Subsidiaries to comply, in all material respects with all applicable
Requirements of Law except for such non-compliance as is being contested in good
faith by appropriate proceedings or is not likely to have a Material Adverse
Effect.

     VII.03    Payment of Taxes, Etc.  The Company will pay and discharge, and
               ---------------------

cause each of its Subsidiaries to pay and discharge, before the same shall
become delinquent, all lawful claims and all taxes, assessments and governmental
charges or levies except where contested in good faith, by proper proceedings,
if adequate reserves therefor have been established on the books of the Company
in accordance with, and to the extent required by, GAAP, or if such non-payment
(individually and in the aggregate with all other such non-payments) is not
likely to have a Material Adverse Effect.

     VII.04    Maintenance of Insurance.  The Company will maintain, and cause
               ------------------------

each of its Subsidiaries to maintain, insurance with responsible and reputable
insurance companies or associations in such amounts and covering such risks as
is usually carried by companies engaged in similar businesses and owning similar
properties in the same general areas in which the Company and such Subsidiaries
operate; provided, however, that the Company and its Subsidiaries may self-
         --------  -------

insure to the extent that the Company or any such Subsidiary may in its
discretion determine; and provided, further, that the Company may maintain
                          --------  -------

insurance on behalf of any of its Subsidiaries.  Without limiting the generality
of the foregoing, the Company will, and will cause each of its Subsidiaries to,
maintain insurance coverages that are at least substantially the same as the
insurance coverages maintained on the Closing Date.

     VII.05    Preservation of Corporate Existence, Etc.  The Company will
               ----------------------------------------

preserve and maintain, and cause each Restricted Subsidiary to preserve and
maintain, its corporate existence, rights (charter and statutory), and
franchises, except as permitted under Section 8.03 or except to the extent that
                                      ------------

the failure by the Company or any such Restricted Subsidiary to comply with the
foregoing is not likely to have a Material Adverse Effect.

     VII.06    Access.  The Company will from time to time, during normal
               ------

business hours upon reasonable notice, or, if a Default or an Event of Default
shall have occurred and be continuing, at any time upon notice to an officer of
the Company having at least the rank of Vice President, permit the Agent, any
Lender and any agent or representative thereof, to examine and make copies of
and abstracts from the records and books of account of, and visit the properties
of, the Company and any of its Subsidiaries, and to discuss the affairs,
finances and accounts of the Company and any of its Subsidiaries with any of
their respective officers.

     VII.07    Keeping of Books.  The Company will keep proper books of record
               ----------------

and account, in which full and correct entries, on a consolidated basis for the
Company and its Subsidiaries, shall be made of all financial transactions and
the assets and business of the Company and its Subsidiaries in accordance with
GAAP consistently applied.

     VII.08    Maintenance of Properties, Etc.  The Company will maintain and
               ------------------------------

preserve, and cause each of its Subsidiaries to maintain and preserve, all of
its properties in good repair, working order and condition, and from time to
time make or cause to be made all necessary and proper repairs, renewals,
replacements and improvements so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
                                                                     --------

however, that nothing in this Section 7.08 shall prevent the Company or any of
-------                       ------------

its Subsidiaries from discontinuing the maintenance or preservation of any of
its properties if such discontinuance is, in the opinion of the Company,
desirable in the conduct of its business and is not likely to have a Material
Adverse Effect.

     VII.09    Financial Statements.  The Company will furnish to the Agent,
               --------------------

with sufficient copies for the Lenders:

     (a)  as soon as available and in any event within 45 days after the end of
each of the first three quarters of each fiscal year of the Company,
consolidated balance sheets of the Company and its Subsidiaries as of the end of
such quarter and the related statements of income and cash flows for such
quarter and for the period commencing at the end of the previous fiscal year and
ending with the end of such quarter;

     (b)  as soon as available and in any event within 90 days after the end of
each fiscal year of the Company, audited consolidated balance sheets of the
Company and its Subsidiaries as of the end of such year and the related
consolidated statements of income, changes in shareholders' equity and cash
flows for the period commencing at the end of the previous fiscal year and
ending with the end of such year; and

     (c)  at the same time it furnishes each set of financial statements
pursuant to paragraphs (a) and (b) above, (i) a certificate of a Responsible
            --------------     ---

Officer of the Company to the effect that no Default or Event of Default has
occurred and is continuing (or if any Default or Event of Default has occurred
and is continuing, describing the same in reasonable detail and the action which
the Company proposes to take with respect thereto) and (ii) a compliance
certificate in substantially the form of Exhibit 7.09.
                                         ------------

     VII.10    Reporting Requirements.  The Company will furnish to the Agent,
               ----------------------

with sufficient copies for the Lenders:

     (a)  promptly and in any event within three Business Days after the Company
becomes aware of the existence of any Default or Event of Default, notice by
telephone or facsimile specifying the nature of such Default or Event of
Default, which notice, if given by telephone, shall be promptly confirmed in
writing within five Business Days;

     (b)  promptly after the sending or filing thereof, copies of all reports
which the Company sends to its security holders generally and copies of all
reports and registration statements which the Company or any of its Subsidiaries
files with the Securities and Exchange Commission or any national securities
exchange (including the Company's Quarterly Report on Form 10-Q and Annual
Report on Form 10-K);

     (c)  promptly but not later than three Business Days after the Company
becomes aware of any change by Moody's or S&P in its Debt Rating, notice by
telephone or facsimile of such change; and

     (d)  such other information respecting the business, prospects, properties,
operations or condition, financial or otherwise of the Company or any of its
Subsidiaries as any Lender through the Agent may from time to time reasonably
request.

     VII.11    ERISA Plans.  The Company will maintain and operate, and cause
               -----------

each Subsidiary to maintain and operate, each Plan in material compliance with
ERISA and the Code and all applicable regulations thereunder.

     VII.12    Environmental Compliance; Notice. The Company will, and will
               --------------------------------

cause each of its Subsidiaries to:

     (a)  endeavor to use and operate all of its facilities and properties in
substantial compliance with all Environmental Laws, keep all necessary permits,
approvals, certificates, licenses and other authorizations relating to
environmental matters in effect and remain in substantial compliance therewith,
and handle all Hazardous Materials in substantial compliance with all applicable
Environmental Laws;

     (b)  promptly upon receipt of all written claims, complaints, notices or
inquiries relating to the condition of its facilities and properties or
compliance with Environmental Laws, evaluate such claims, complaints, notices
and inquiries and forward copies of (i) all such claims, complaints, notices and
inquiries which individually are likely to have a Material Adverse Effect and
(ii) all such claims, complaints, notices and inquiries, arising from a single
occurrence which together are likely to have a Material Adverse Effect, and
endeavor to promptly resolve all such actions and proceedings relating to
compliance with Environmental Laws; and

     (c)  provide such information and certifications which the Agent may
reasonably request from time to time to evidence compliance with this Section
                                                                      -------

7.12.
----


                          ARTICLE VIII
                       NEGATIVE COVENANTS
                       ------------------

     The Company agrees that as long as the obligations of the Lenders to make
Loans shall remain in effect and until all Obligations shall have been paid or
performed in full, unless the Required Lenders shall otherwise consent in
writing:

     VIII.01   Liens, Etc.  The Company shall not create or assume and shall not
               ----------

permit any Restricted Subsidiary to create or assume, any Lien upon or with
respect to any of its Principal Properties or shares of capital stock or
Indebtedness of any Restricted Subsidiary, whether now owned or hereafter
acquired, without making effective provision, and the Company in such case will
make or cause to be made effective provision, whereby the Obligations shall be
secured by such Lien equally and ratably with any and all other Indebtedness or
obligations thereby secured, so long as such other Indebtedness or obligations
shall be so secured; provided, however, that the foregoing shall not apply to
                     --------  -------

any of the following:

     (a)  Liens existing on the Closing Date and set forth in Schedule 8.01;
                                                              -------------


     (b)  Liens on any Principal Property acquired, constructed or improved
after the date of this Agreement which are created or assumed contemporaneously
with, or within 120 days after, or pursuant to financing arrangements for which
a firm commitment is made by a bank, insurance company or other lender or
investor (not including the Company or any Restricted Subsidiary) within 120
days after, the completion of such acquisition, construction or improvement to
secure or provide for the payment of any part of the purchase price of such
property or the cost of such construction or improvement, or, in addition to
Liens contemplated by paragraphs (c) and (d) below, Liens on any Principal
                      --------------     ---

Property existing at the time of acquisition thereof; provided, however, that in
                                                      --------  -------

the case of any such acquisition, construction or improvement the Lien shall not
apply to any property theretofore owned by the Company and/or one or more
Restricted Subsidiaries other than, in the case of such construction or
improvement, any theretofore unimproved real property on which the property so
constructed, or the improvement, is located;

     (c)  Liens on property or shares of capital stock or indebtedness of a
corporation existing at the time such corporation is merged into or consolidated
with the Company or a Restricted Subsidiary or existing at the time of a sale,
lease or other disposition of the properties of a corporation as an entirety or
substantially as an entirety to the Company, or to a Restricted Subsidiary;

     (d)  Liens on property or shares of capital stock of a corporation existing
at the time such corporation becomes a Restricted Subsidiary;

     (e)  Liens to secure Indebtedness of a Restricted Subsidiary to the Company
or one or more Subsidiaries;

     (f)  Liens in favor of the United States of America or any State thereof,
or any department, agency or political subdivision of the United States of
America or any State thereof, to secure partial, progress, advance or other
payments pursuant to any contract or statute or to secure any Indebtedness
incurred for the purpose of financing all or any part of the purchase price or
the cost of constructing or improving the property subject to such Liens;

     (g)  Liens on timberlands in connection with an arrangement under which the
Company and/or one or more Restricted Subsidiaries are obligated to cut or pay
for timber in order to provide the lienholder with a specified amount of money,
however determined;

     (h)  Liens created or assumed in the ordinary course of the business of
exploring for, developing or producing oil, gas or other minerals (including in
connection with borrowings of money for such purposes) on, or on any interest
in, or on any proceeds from the sale of, property acquired or held for the
purpose of exploring for, developing or producing oil, gas or other minerals, or
production therefrom, or proceeds of such production, or material or equipment
located on such property;

     (i)  Liens in favor of any customer arising in respect of performance
deposits and partial, progress, advance or other payments made by or on behalf
of such customer for goods produced or to be produced or for services rendered
or to be rendered to such customer in the ordinary course of business, which
Liens shall not exceed the amount of such deposits or payments;

     (j)  Liens on the property of the Company or any Restricted Subsidiary
incurred or pledges and deposits made in the ordinary course of business in
connection with worker's compensation, unemployment insurance, old-age pensions
and other social security benefits other than in respect of employer plans
subject to ERISA;

     (k)  Liens pertaining to receivables or other accounts sold by the Company
or any of its Subsidiaries pursuant to a receivables sale transaction in favor
of the purchaser or purchasers of such receivables or other accounts;

     (l)   purchase money liens or purchase money security interests upon or in
any other property acquired by the Company or any Restricted Subsidiary in the
ordinary course of business to secure the purchase price of such property or to
secure Indebtedness incurred solely for the purpose of financing the acquisition
of such property;

     (m)  extensions, renewals and replacements of Liens referred to in
paragraphs (a) through (l) above or this paragraph (m), provided, however, that
--------------         ---              --------------  -----------------

the Indebtedness secured thereby shall not exceed the principal amount of the
Indebtedness so secured at the time of such extension, renewal or replacement,
and such extension, renewal or replacement shall be limited to all or part of
the property or assets which secured the Lien extended, renewed or replaced
(plus improvements on such property);

     (n)  Liens imposed by law, such as workers', materialmen's, mechanics',
warehousemen's, carriers', lessors', vendors' and other similar Liens incurred
by the Company or any Restricted Subsidiary arising in the ordinary course of
business which secure its obligations to any Person;

     (o)  Liens created by or resulting from any litigation or proceedings which
are being contested in good faith by appropriate proceedings; Liens arising out
of judgments or awards against the Company and/or one or more Restricted
Subsidiaries with respect to which the Company and/or such Restricted Subsidiary
or Subsidiaries are in good faith prosecuting an appeal or proceedings for
review; or Liens incurred by the Company and/or one or more Restricted
Subsidiaries for the purpose of obtaining a stay or discharge in the course of
any legal proceeding to which the Company and/or such Restricted Subsidiary or
Subsidiaries are a party;

     (p)  Liens for taxes, assessments or other governmental charges or levies,
either not yet due and payable or to the extent that non-payment thereof shall
be permitted by Section 7.03, landlord's liens on property held under lease and
                ------------
tenants' rights under leases;

     (q)  zoning restrictions, easements, licenses, reservations, restrictions
on the use of real property or minor irregularities of title incident thereto
which do not materially impair the value of any parcel of property material to
the operation of the business of the Company and its Subsidiaries taken as a
whole or the value of such property for the purpose of such business; and

     (r)  Liens arising in connection with Sale-Leaseback Transactions permitted
by Section 8.02.
   ------------


     VIII.02   Sale-Leaseback Transactions. The Company shall not, and shall not
               ---------------------------

permit any Restricted Subsidiary to, enter into any arrangement with any Person
providing for the leasing by the Company and/or one or more Restricted
Subsidiaries of any Principal Property (except for temporary leases for a term,
including any renewal thereof, of not more than three years and except for
leases between the Company and one or more Restricted Subsidiaries or between
Restricted Subsidiaries) which property has been or is to be sold or transferred
by the Company and/or such Restricted Subsidiary or Subsidiaries to such Person
(a "Sale-Leaseback Transaction") unless (a) the Company and/or such Restricted
    --------------------------

Subsidiary or Subsidiaries would be entitled to incur Indebtedness secured by a
Lien on such property without equally and ratably securing the Obligations
pursuant to the provisions of Section 8.01, or (b) the Company shall apply or
                              ------------

cause to be applied an amount equal to the Value of such Sale-Leaseback
Transaction within 120 days of the effective date of any arrangement (i) to the
retirement of Indebtedness for Borrowed Money incurred or assumed by the Company
or any Restricted Subsidiary (other than indebtedness for borrowed money owed to
the Company and/or one or more Restricted Subsidiaries) which by its terms
matures on, or is extendable or renewable at the option of the obligor to, a
date more than 12 months after the date of the incurrence or assumption of such
indebtedness and which is senior in right of payment to, or ranks pari passu
                                                                  ---- -----

with, the Loans, or (ii) to the purchase of other property which will constitute
"Principal Property" having a fair value in the opinion of the Board of
Directors of the Company at least equal to the Value of such Sale-Leaseback
Transaction, or (c) the Company shall use the net proceeds to repay Loans
hereunder.

     Notwithstanding the provisions of Sections 8.01 and 8.02, the Company and
                                       -------------     ----

any one or more of its Restricted Subsidiaries may nevertheless create or assume
Liens which would otherwise require securing of the Obligations under said
provisions, and enter into Sale-Leaseback Transactions without compliance with
either paragraph (b) or (c) of this Section 8.02, provided that the aggregate
       -------------    ---         ------------  --------

amount of all such Liens and Sale-Leaseback Transactions permitted by this
Section 8.02 at any time outstanding (as measured by the sum of (a) all
------------

Indebtedness secured by all such Liens then outstanding or to be so created or
assumed, but excluding secured Indebtedness permitted under the exceptions in
Section 8.01, and (b) the Value of all such Sale-Leaseback Transactions then
------------

outstanding or to be so entered into, but excluding such transactions in which
indebtedness is retired or property is purchased or Loans are repaid) shall not
exceed 10% of Net Tangible Assets.

     VIII.03   Mergers, Etc.  The Company shall not merge or consolidate with or
               ------------

into, or convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
assets, whether now owned or hereafter acquired, to any Person; provided,
                                                                ---------

however, that the Company may merge or consolidate with or into any corporation
-------

(whether or not affiliated with the Company) or convey, transfer, lease or
otherwise dispose of all or substantially all of its assets, to any other
corporation (whether or not affiliated with the Company) authorized to acquire
or operate the same, so long as (a) in the case of such merger or consolidation,
the Company is the surviving corporation or (b) if either (i) in the case of
such merger or consolidation, if the Company is not the surviving corporation,
or (ii) upon any such conveyance, transfer, lease or other disposition, the
surviving or transferee corporation expressly assumes the due and punctual
payment of all Obligations according to their terms and the due and punctual
performance and observance of all of the covenants and conditions of this
Agreement to be performed by the Company.

     VIII.04   Transactions with Affiliates.  The Company shall not enter into
               ----------------------------

or be a party to, or permit any of its Subsidiaries to enter into or be a party
to, any transaction with any Affiliate of the Company except (i) as may be
permitted under Sections 8.01, 8.02 or 8.03 or (ii) transactions in the ordinary
                -------------------    ----

course of business which are not likely to have a Material Adverse Effect.

     VIII.05   Accounting Changes.  The Company (a) shall not make, or permit
               ------------------

any of its Subsidiaries to make, any significant change in accounting treatment
and reporting practices except as permitted or required by GAAP or the
Securities and Exchange Commission and (b) shall not designate a different
fiscal year than the fiscal year used in the preparation of the financial
statements referred to in Section 5.05(a).
                          ---------------


     VIII.06   Margin Regulations.  The Company shall not use the proceeds of
               ------------------

any Loan in violation of Regulation G, T, U or X of the Board of Governors of
the Federal Reserve System.

     VIII.07   Negative Pledges, Etc.  The Company shall not, and shall not
               ---------------------

permit any Restricted Subsidiary to, enter into any agreement prohibiting
compliance by the Company with the provisions of the introduction to Section
                                                                     -------

8.01 or restricting the ability of the Company or any other Loan Party to amend
----

or otherwise modify this Agreement or any other Loan Document.

     VIII.08   Leverage Ratio.  The Company shall not permit the ratio of (a)
               --------------

Funded Indebtedness on the last day of any fiscal quarter to (b) Operating Cash
Flow for the Measurement Period ending on such date (in each case calculated on
a consolidated basis for the Company and its consolidated Subsidiaries) to be
greater than 4.50 to 1.00.

                           ARTICLE IX
                        EVENTS OF DEFAULT
                        -----------------


     IX.01          Events of Default.  The term "Event of Default" shall mean
                    -----------------             ----------------

any of the events set forth in this Section 9.01.
                                    ------------


      (a) Non-Payment.  The Company shall (i) fail to pay any principal of any
          -----------

Loan when the same shall become due and payable; or (ii) fail to pay any
interest on any Loan or fail to pay any fee due under this Agreement within
three Business Days after the same shall become due and payable;

     (b)  Representations and Warranties.  Any representation or warranty made
          ------------------------------

by the Company in this Agreement or by any Loan Party in any other Loan Document
or in any certificate, document or financial or other statement delivered at any
time under or in connection with this Agreement or any other Loan Document shall
prove to have been incorrect or untrue in any material respect when made or
deemed made;

     (c)  Specific Defaults.  The Company shall fail to perform or observe any
          -----------------

term, covenant or agreement contained in Section 7.01, 7.05, 7.06 or 7.10(a) or
                                         ------------  ----------    -------

Article VIII;
------------


     (d)  Other Defaults.  The Company shall fail to perform or observe any
          --------------

other term or covenant contained in this Agreement or any Loan Party shall fail
to perform any other term or covenant in any other Loan Document, and such
Default shall continue unremedied for a period of 30 days after the date upon
which written notice thereof shall have been given to the Company by the Agent;

     (e)  Default under Other Agreements.  Any default shall occur and be
          ------------------------------

continuing under the terms applicable to:

          (i)  any Funded Indebtedness or any Indebtedness or items of
     Indebtedness of the Company or any of its Subsidiaries (other than under
     this Agreement or any other Loan Document) which Funded Indebtedness or
     Indebtedness, as the case may be, has an aggregate outstanding principal
     amount of $75,000,000 or more, or

          (ii) under one or more Interest Rate Contracts of the Company or any
     of its Subsidiaries resulting in aggregate net obligations of the Company
     and its Subsidiaries of $75,000,000 or more and,

in either of the above cases, such default shall:

               (A)  consist of the failure to pay such Indebtedness or such net
          obligations when due (whether at scheduled maturity, upon early
          termination, by required prepayment, acceleration, demand or
          otherwise) after giving effect to any applicable grace period; or

               (B)  result in, or continue unremedied and unwaived for a period
          of time sufficient to permit, the acceleration of such Indebtedness or
          the early termination of any such Interest Rate Contract;

     (f)  Bankruptcy or Insolvency.  The Company or any Restricted Subsidiary
          ------------------------

shall:

          (i)  generally fail to pay, or admit in writing its inability to pay,
     its debts as they become due (provided, however, that this clause (i) shall
                                   -----------------            ----------

     not apply to any Subsidiary of the Company designated with an asterisk in
     Schedule 5.06);
     --------------


          (ii) commence a voluntary case or other proceeding seeking
     liquidation, reorganization or other relief with respect to itself or its
     debts under any bankruptcy, insolvency or other similar law now or
     hereafter in effect;

          (iii) seek the appointment of a trustee, receiver, liquidator,
     custodian or other similar official of it or any substantial part of its
     property or consent to any such relief or to the appointment of or taking
     possession by any such official in an involuntary case or other proceeding
     commenced against it;

          (iv) make a general assignment for the benefit of creditors; or

          (v)  take any corporate action to authorize any of the foregoing;

     (g)  Involuntary Proceedings.  An involuntary case or other proceeding
          -----------------------

shall be commenced against the Company or any Restricted Subsidiary seeking
liquidation, reorganization or other relief with respect to it or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the appointment of a trustee, receiver, liquidator, custodian or
other similar official of it or any-substantial part of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for a
period of 60 days; or an order for relief shall be entered against the Company
or any Restricted Subsidiary under the federal bankruptcy laws as now or
hereafter in effect;

     (h)  Monetary Judgments.  One or more judgments or orders for the payment
          ------------------

of money exceeding in the aggregate $75,000,000 shall be rendered against the
Company or any of its Subsidiaries and either (i) enforcement proceedings shall
have been initiated by any creditor upon such judgment or order or (ii) such
judgment or order shall continue unsatisfied or unstayed for a period of 30
days;

     (i)  Pension Plans.  Any of the following events shall occur with respect
          -------------

to any Pension Plan:

          (i)  the institution of any steps by the Company, any member of its
     Controlled Group or any other Person to terminate a Pension Plan if, as a
     result of such termination, the Company or any such member could reasonably
     expect to be required to make a contribution to such Pension Plan, or could
     reasonably expect to incur a liability or obligation to such Pension Plan
     or the PBGC, in excess of $75,000,000; or

          (ii) a contribution failure occurs with respect to any Pension Plan
     which gives rise to a Lien under Section 302(f) of ERISA with respect to a
                                      --------------

     liability or obligation in excess of $75,000,000;

     (j)  Change in Control.  The acquisition by any Person or group (within the
          -----------------

meaning of Rule 13d-5 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934), or two or more Persons acting in concert, of
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934) of either (i) 33-
1/3% or more of the outstanding shares of voting stock of the Company or (ii)
the power to direct or cause the direction of the management and policies of the
Company, whether through the ownership of voting securities, by contract or
otherwise; or

     (k)  Impairment of Certain Documents.  Except as otherwise expressly
          -------------------------------

permitted in any Loan Document, any of the Loan Documents shall terminate or
cease in whole or in part to be the legally valid, binding, and enforceable
obligation of the relevant Loan Party, or such Loan Party or any Person acting
for or on behalf of any Loan Party, contests such validity, binding effect or
enforceability, or purports to revoke any Loan Document.

     IX.02          Remedies.  If any Event of Default shall have occurred and
                    --------

be continuing:

     (a)  The Agent shall at the request of, or may with the consent of, the
Required Lenders, declare the Commitments to be terminated, whereupon the
Commitments shall forthwith be terminated; and/or

     (b)  The Agent shall at the request of, and may with the consent of, the
Required Lenders, declare the unpaid principal amount of all outstanding Loans,
all interest accrued and unpaid thereon and all other Obligations payable
hereunder or under any other Loan Document to be immediately due and payable,
whereupon the Loans, all such interest and all such Obligations shall become and
be forthwith due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Company;
and/or

     (c)  The Agent shall at the request of, and may with the consent of, the
Required Lenders, exercise all rights and remedies available to it as Agent
under any Loan Document; provided, however, that upon the occurrence of any
                         -----------------

Event of Default specified in paragraph (f)(ii) or (g) of Section 9.01 or in the
                              -----------------    ---    ------------

event of an actual or deemed entry of an order for relief with respect to the
Company or any of its Subsidiaries under any bankruptcy, insolvency or other
similar law now or hereafter in effect, the Commitments shall automatically
terminate and the unpaid principal amount of all outstanding Loans and all
interest accrued thereon and all other Obligations shall automatically become
due and payable without further action of the Agent or any Lender.

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


     X.01   Appointment.  Each Lender hereby irrevocably appoints, designates
            -----------

and authorizes the Agent to take such action on its behalf under the provisions
of this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto.  Notwithstanding any provision to the contrary
contained elsewhere in this Agreement or in any other Loan Document, the Agent
shall not have any duties or responsibilities except those expressly set forth
herein or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Agent.

     X.02   Delegation of Duties.  The Agent may execute any of its duties under
            --------------------

this Agreement or any other Loan Document by or through its employees, agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.

     Error! Bookmark not defined.X.03   Liability of Agent.  Neither the Agent
                                        ------------------

nor any of its directors, officers, employees, agents, attorneys-in-fact or
Affiliates shall be (a) liable for any action taken or omitted to be taken by
any of them under or in connection with this Agreement or any other Loan
Document (except for its own gross negligence or willful misconduct) or (b)
responsible in any manner to any of the Lenders for any recital, statement,
representation or warranty made by the Company or any of its officers contained
in this Agreement or by any Loan Party or any officer of any thereof in any
other Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Agent under or in connection
with, this Agreement or any other Loan Document or for the value of any
collateral or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document or for any failure of
the Company or any other Loan Party to perform its obligations hereunder or
thereunder.  The Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document or to inspect the properties, books or records of the Company or any of
its Subsidiaries.

     X.04   Reliance by Agent.
            -----------------


     (a)    The Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit,
letter, facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon any advice and statements
of legal counsel (including counsel to the Company), independent accountants and
other experts selected by the Agent. The Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. Except to the extent expressly provided in Section 11.02,
                                                                 -------------

the Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement or any other Loan Document in accordance with a
request or the consent of the Required Lenders and such request or consent and
any action taken or failure to act pursuant thereto shall be binding upon all
the Lenders and all future holders of the Loans or any portion thereof.

     (b)    For purposes of determining compliance with the conditions specified
in Sections 6.01 and 6.02, each Lender shall be deemed to have consented to,
   -------------     ----

approved or accepted or to be satisfied with each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to the Lenders unless an officer of the Agent responsible for the
transactions contemplated by the Loan Documents shall have received notice from
such Lender prior to the initial Borrowing specifying its objection thereto and
either such objection shall not have been withdrawn by notice to the Agent to
that effect or such Lender shall not have made available to the Agent such
Lender's Commitment Percentage of such Borrowing.

     X.05   Notice of Default.  The Agent shall not be deemed to have knowledge
            -----------------

or notice of the occurrence of any Default or Event of Default, except with
respect to defaults in the payment of principal, interest and fees payable to
the Agent for the account of the Lenders, unless the Agent shall have received
notice from a Lender or the Company referring to this Agreement or any other
Loan Document, describing such Default or Event of Default and stating that such
notice is a "notice of default". In the event that the Agent receives such a
notice, the Agent shall give notice thereof to the Lenders.  The Agent shall
take such action with respect to such Default or Event of Default as shall be
requested by the Required Lenders in accordance with Article IX; provided,
                                                     ----------  --------

however, that unless and until the Agent shall have received any such request
-------

from the Required Lenders, the Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interests of the
Lenders.

     X.06   Credit Decision.  Each Lender expressly acknowledges that neither
            ---------------

the Agent nor any of its Affiliates nor any director, officer, employee, agent
or attorney-in-fact of any of them has made any representation or warranty to it
and that no act by the Agent hereinafter taken, including any review of the
affairs of the Company and its Subsidiaries, shall be deemed to constitute any
representation or warranty by the Agent to any Lender.  Each Lender represents
to the Agent that it has, independently and without reliance upon the Agent and
based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, prospects, properties,
operations or condition, financial or otherwise, and creditworthiness of the
Company and its Subsidiaries and made its own decision to enter into this
Agreement and extend credit to the Company hereunder. Each Lender also
represents that it will, independently and without reliance upon the Agent and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, properties, operations or condition, financial or otherwise, and
creditworthiness of the Company and its Subsidiaries. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Agent hereunder, the Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the business,
prospects, properties, operations or condition, financial or otherwise, and
creditworthiness of the Company and its Subsidiaries which may come into the
possession of the Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates.

     X.07   Indemnification.  The Lenders agree to indemnify the Agent (to the
            ---------------

extent not reimbursed by or on behalf of the Company and without limiting the
obligation of the Company to do so), ratably according to the respective amounts
of their outstanding Loans, or, if no Loans are outstanding, their Commitments,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses and disbursements of any
kind whatsoever which may at any time (including at any time after the repayment
of the Loans and all other Obligations) be imposed on, incurred by or asserted
against the Agent in any way relating to or arising out of this Agreement or any
other Loan Document or any document contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by the Agent under or in connection with any of the foregoing;
provided, however, that no Lender shall be liable for the payment to the Agent
-----------------

of any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting solely
from the Agent's gross negligence or willful misconduct.  Without limiting the
generality of the foregoing, each Lender agrees to reimburse the Agent promptly
upon demand for its ratable share of any out-of-pocket expenses and reasonable
fees of counsel (including the allocated cost of in-house counsel) incurred by
the Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiation, legal proceedings or otherwise) of, or legal advice in respect of
its or the Lenders' rights or responsibilities under, this Agreement, any other
Loan Document or any document contemplated by or referred to herein to the
extent that the Agent is not reimbursed for such expenses by or on behalf of the
Company.

     X.08   Agent in Individual Capacity.  Bank of America and its Affiliates
            ----------------------------

may make loans to, issue, amend, renew (or participate in) letters of credit for
the account of, accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory or other business with
the Company and its Subsidiaries and their respective Affiliates as though Bank
of America were not the Agent hereunder. With respect to its Loans, Bank of
America shall have the same rights and powers under this Agreement as any Lender
and may exercise the same as though it were not the Agent, and the terms
"Lender" and "Lenders" shall include Bank of America in its individual capacity.
 ------       -------

     X.09   Successor Agent.  The Agent may resign at any time by giving written
            ---------------

notice thereof to the Lenders and the Company and may be removed at any time
with or without cause by the Required Lenders.  Upon any such resignation or
removal, the Required Lenders shall have the right to appoint a successor Agent
which shall be a commercial bank organized, chartered or licensed under the laws
of the United States of America or of any State thereof having combined capital
and surplus of at least $500,000,000.  If no successor Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment
within 30 days after the notice of resignation or the removal of the retiring
Agent, then the retiring Agent may, on behalf of the Lenders, with the consent
of the Company which consent shall not be unreasonably withheld or delayed,
appoint a successor Agent, which shall be a commercial bank organized or
chartered under the laws of the United States of America or of any State thereof
having a combined capital and surplus of at least $500,000,000.  Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its future duties and obligations under this Agreement and the
other Loan Documents. After any retiring Agent's resignation or removal
hereunder as Agent, the provisions of this Article X and Sections 11.04 and
                                           ---------     --------------

11.05 shall inure to its benefit as to any actions taken or omitted to be taken
-----

by it while it was Agent under this Agreement and the other Loan Documents.

     X.10   The Arranger.  The Arranger shall have no right, power, obligation,
            ------------

liability, responsibility or duty under this Agreement other than the right to
indemnity under Section 11.05.
                -------------


                           ARTICLE XI
                          MISCELLANEOUS
                          -------------


     XI.01  Notices, Etc.  All notices, requests and other communications
            ------------

provided to any party under this Agreement shall, except as otherwise expressly
specified herein, be in writing (including by facsimile) and mailed by overnight
delivery, transmitted by facsimile or delivered: if to the Company, to its
address specified on the signature pages hereof; if to any Lender, to its
Domestic Lending Office specified opposite its name in Schedule 1.01(b); and, if
                                                       ----------------

to the Agent, to its address specified on the signature pages hereof; or, as to
the Company or the Agent, at such other address as shall be designated by such
party in a written notice to the other parties and, as to each other party, at
such other address as shall be designated by such party in a written notice to
the Company and the Agent.  All such notices and communications shall be
effective, if transmitted by facsimile, when transmitted, or, if mailed by
overnight delivery or delivered, upon delivery, except that (a) notices and
facsimile communications to the Agent pursuant to Article II or X shall not be
                                                  ----------    -

effective until received by the Agent and (b) any notice by facsimile to the
Agent must be confirmed by telephone or mail.

     XI.02  Amendments, Etc.  No amendment or waiver of any provision of this
            ---------------

Agreement or of any other Loan Document, and no consent to any departure by the
Company or any other Loan Party herefrom or therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Required Lenders
and, in the case of amendments, the Company, and then any such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that
                 --------  -------


     (a)    no amendment, waiver or consent shall, unless in writing and signed
by all the Lenders and, in the case of amendments, the Company, do any of the
following:

            (i)    increase the Commitments of the Lenders (other than by
     assignment); provided, however, that any Lender may increase its own
                  --------  -------
     Commitment without the consent of the other Lenders;

            (ii)   reduce the principal of, or interest (other than under
     Section 2.10) on, the Committed Loans or reduce the amount of any fees
     ------------
     payable hereunder;

            (iii)  postpone any date fixed for any payment of principal of, or
     interest on, the Committed Loans or any fees payable hereunder;

            (iv)   modify any requirement hereunder that any particular action
     be taken by all of the Lenders or by the Required Lenders or change the
     percentage of the Commitments or of the aggregate unpaid principal amount
     of the Loans which shall be required for the Lenders or any of them to take
     any action hereunder;

            (v)    terminate the Subsidiary Guaranty;

            (vi)   amend or waive the provisions of Section 6.01 or 6.02; or
                                                    ------------    ----

            (vii)  amend this Section 11.02;
                              -------------

     (b)    no amendment, waiver or consent which affects the rights or duties
of the Agent under this Agreement or any other Loan Document shall become
effective unless signed by the Agent in addition to the Lenders required above
to take such action; and

     (c)    no amendment, waiver or consent which affects the principal amount,
the rate of interest or the maturity date of any outstanding Bid Loan shall
become effective without the consent of the Lender having made such Bid Loan in
addition to the Lenders required above to take such action.

     XI.03  No Waiver; Remedies.  No failure on the part of any Lender or the
            -------------------

Agent to exercise, and no delay in exercising, any right, remedy, power or
privilege hereunder or under any other Loan Document shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right, remedy,
power or privilege preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.  The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

     XI.04  Costs and Expenses.  The Company agrees to pay on demand:
            ------------------
     (a)    all out-of-pocket costs and expenses incurred by the Agent in
connection with the preparation, execution, delivery, administration,
modification and amendment of the Loan Documents and any other document to be
delivered hereunder or thereunder or in connection with the transactions
contemplated hereby or thereby, including the out-of-pocket expenses and
reasonable fees of counsel for the Agent (including local counsel which may be
retained by the Agent and the allocated cost of in-house counsel) with respect
thereto and with respect to advising the Agent as to its rights and
responsibilities under the Loan Documents;

     (b)    all out-of-pocket costs and expenses incurred by the Agent or any
Lender in connection with the preservation of any rights under any Loan Document
or in connection with any restructuring or "work-out" of any of the Obligations
(whether through negotiations, legal proceedings or otherwise), including the
out-of-pocket expenses and reasonable fees of counsel for the Agent (including
the allocated cost of in-house counsel);

     (c)    all out-of-pocket costs and expenses incurred by the Agent or any
Lender in connection with the enforcement of any of the Obligations, including
the out-of-pocket expenses and reasonable fees of counsel for the Agent or such
Lender (including the allocated cost of in-house counsel);

     (d)    all out-of-pocket costs and expenses incurred by the Agent in
connection with due diligence, transportation, use of computers, duplication,
search reports and all filing and recording fees; and

     (e)    to each Lender being replaced pursuant to Section 4.09, the
                                                      ------------
reasonable out-of-pocket expenses and reasonable fees of counsel (including the
allocated cost of in-house counsel) not exceeding $5,000 in connection with such
replacement.

     XI.05  Indemnity.
            ---------

     (a)    The Company agrees to indemnify and hold harmless the Agent, the
Arranger and each Lender and each of their Affiliates and all directors,
officers, employees, agents and advisors of all of the foregoing (each, an
"Indemnified Party") from and against any and all claims, actions, proceedings,
 -----------------

suits, damages, losses, liabilities, costs, expenses and disbursements,
including the out-of-pocket expenses and reasonable fees of counsel (including
the allocated cost of in-house counsel) which may be incurred by or asserted
against any Indemnified Party as a result of any investigation, litigation,
suit, action or proceeding (regardless of whether an Indemnified Party is a
party thereto) arising out of, relating to, or in connection with this
Agreement, any other Loan Document or any transaction or proposed transaction
(whether or not consummated) financed or to be financed, in whole or in part,
directly or indirectly, with the proceeds of any Borrowing (other than costs of
the type covered by Section 11.04) or any other transaction contemplated hereby;
                    -------------
except to the extent such claim, damage, loss, liability, cost or expense has
resulted primarily from such Indemnified Party's gross negligence or willful
misconduct as determined by a final judgment of a court of competent
jurisdiction. Notwithstanding any other provision contained in this Agreement,
this indemnity shall not be limited in any way by the passage of time or the
occurrence of any event.

     (b)    The Agent, the Arranger and each Lender agree that in the event that
any investigation, litigation, suit, action or proceeding is asserted or
threatened in writing or instituted against it or any other Indemnified Party,
or any remedial, removal or response action is requested of it or any other
Indemnified Party, for which the Agent, the Arranger or any Lender may desire
indemnity or defense hereunder, the Agent, the Arranger or such Lender shall
promptly notify the Company thereof in writing and agree, to the extent
appropriate, to consult with the Company with a view to minimizing the cost to
the Company of its obligations under this Section 11.05.  The Company will not
                                                  -----
be required to pay the fees and expenses of more than one counsel for the
Indemnified Parties unless the employment of separate counsel has been
authorized by the Company, or unless any Indemnified Party reasonably concludes
that there may be defenses available to it which are not available to the other
Indemnified Parties or that there is a conflict between its interests and those
of the other Indemnified Parties.

     (c)    No action taken by legal counsel chosen by the Agent, the Arranger
or any Lender in defending against any such investigation, litigation, suit,
action or proceeding or requested remedial, removal or response action shall
vitiate or in any way impair the obligations and duties of the Company hereunder
to indemnify and hold harmless each Indemnified Party; provided, however, that
                                                       -----------------

if the Company is required to indemnify any Indemnified Party pursuant hereto,
neither the Agent nor the Arranger nor any Lender will settle or compromise any
such investigation, litigation, suit, action or proceeding without the prior
written consent of the Company (which consent shall not be unreasonably withheld
or delayed) so long as the Company has provided evidence reasonably satisfactory
to the Agent, the Arranger or such Lender that the Company and its Subsidiaries
on a consolidated basis do not at such time have a negative Net Worth.

     XI.06  Right of Set-off.  Upon the occurrence and during the continuation
            ----------------
of any Event of Default, each Lender is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits in whatever currency (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by such Lender to or for the credit or the account of the Company against any
and all of the Obligations, whether or not such Lender shall have made any
demand under this Agreement.  Each Lender agrees promptly to notify the Company
after any such set-off and application made by such Lender; provided, however,
                                                            -----------------

that the failure to give such notice shall not affect the validity of such set-
off and application.  The rights of each Lender under this Section 11.06 are in
                                                           -------------

addition to any other right or remedy (including any other right of set-off)
which such Lender may have under applicable law or under any Loan Document.

     XI.07  Binding Effect.  This Agreement shall become effective when a
            --------------

counterpart hereof shall have been executed by the Agent and counterparts hereof
executed by the Company and each Lender shall have been received by the Agent
and notice thereof shall have been given by the Agent to the other parties
hereto and thereafter shall be binding upon and inure to the benefit of the
Company, the Agent and each Lender and their respective successors and assigns;
provided, however, that (a) except as permitted under clause (b)(ii) of Section
-----------------                                     --------------    -------

8.03, the Company may not assign or transfer its rights or obligations hereunder
----

without the prior written consent of all the Lenders and (b) the rights of
assignment and transfer of the rights and obligations of the Lenders hereunder
are subject to the provisions of Section 11.08.
                                 -------------


     XI.08  Assignments, Participations, Etc.
            --------------------------------


     (a)    (i)    Any Lender may with the prior consent of the Company (which
     will not be unreasonably withheld) at any time assign to one or more
     commercial banks all or any fraction of its Commitment and outstanding
     Committed Loans in a minimum amount of $25,000,000 and in multiples of
     $1,000,000 in excess thereof or, if its Commitment is less than
     $25,000,000, in the amount of its Commitment.

            (ii)   Any Lender may without the prior consent of the Company
     assign to another Lender all or any fraction of its Commitment and
     outstanding Committed Loans in a minimum amount of $5,000,000 and in
     multiples of $1,000,000 in excess thereof or, if the Commitment is less
     than $5,000,000, in the amount of its Commitment.

            (iii)  Any Lender may at any time assign all or any portion of its
     rights under this Agreement and any note issued pursuant to Section 2.05 to
                                                                 ------------

     a Federal Reserve Bank; provided, however, that no such assignment shall
                             -----------------

     release any Lender from its obligations hereunder.

            (iv)   Any Lender, if so requested by the Company under Section
                                                                    -------

     4.09, shall assign to another bank its entire Commitment and all
     ----

     outstanding Committed Loans.

            (v)    Except as provided in clause (iii) above, no Lender may
     assign any Bid Loans made by it hereunder except to another Lender or to
     any other Person to which it is also assigning all or a fraction of its
     Commitment and outstanding Committed Loans pursuant to clause (i) above.
                                                            ----------

     (b)    No assignment shall become effective, and the Company and the Agent
shall be entitled to continue to deal solely and directly with each Lender in
connection with the interests so assigned by such Lender to an Assignee, until
(i) written notice of such assignment, together with an agreement to be bound,
payment instructions, addresses and related information with respect to such
Assignee, shall have been given to the Company and the Agent by such Lender and
such Assignee, in substantially the form of Exhibit 11.08 (a ``otice of
                                            -------------     ---------

Assignment", and such Lender and such Assignee shall have executed in
------------

connection therewith an Assignment and Assumption Agreement substantially in the
form of Attachment A to such Notice of Assignment, (ii) a processing fee in the
        ------------

amount of $2,500 (provided, however, that in case of an assignment by a Lender
                  -----------------

to another Lender, such fee shall be in the amount of $750 and, in the case of
an assignment by a Lender to one of its Affiliates, no processing fee shall be
payable) shall have been paid to the Agent by the assignor Lender or the
Assignee, and (iii) either (A) five Business Days shall have elapsed after
receipt by the Agent of the items referred to in clauses (i) and (ii) or (B) if
                                                 -----------     ----    ---

earlier, the Agent has notified the assignor Lender and the Assignee of its
receipt of the items mentioned in clauses (i) and (ii) and that it has
                                  -----------     ----

acknowledged the assignment by countersigning the Notice of Assignment.

     (c)    From and after the effective date of any assignment hereunder, (i)
the Assignee thereunder shall be deemed automatically to have become a party
hereto and, to the extent that rights and obligations hereunder have been
assigned to such Assignee by the assignor Lender, shall have the rights and
obligations of a Lender hereunder and under each other Loan Document, and (ii)
the assignor Lender, to the extent that rights and obligations hereunder have
been assigned by it to the Assignee, shall be released from its future
obligations hereunder and under each other Loan Document.

     (d)    Any Lender may at any time sell to one or more financial
institutions or other Persons (each of such Persons being herein called a
"Participant") participating interests in any of the Loans, its Commitment or
 -------------

other interests of such Lender hereunder; provided, however, that
                                          -----------------


            (i)    no participation contemplated in this Section 11.08(d) shall
                                                         ----------------

     relieve such Lender from its Commitment or its other obligations hereunder
     or under any other Loan Document;

            (ii)   such Lender shall remain solely responsible for the
     performance of its Commitment and such other obligations;

            (iii)  the Company and the Agent shall continue to deal solely and
     directly with such Lender in connection with such Lender's rights and
     obligations under this Agreement and each other Loan Document; and

            (iv)   no Participant, unless such Participant is an Affiliate of
     such Lender, shall be entitled to require such Lender to take or refrain
     from taking any action hereunder or under any other Loan Document, except
     that such Lender may agree with any Participant that such Lender will not,
     without such Participant's consent, take any action of the type described
     in the Section 11.02.
            -------------


     The Company acknowledges and agrees that each Participant, for purposes of
Section 3.05, 3.06, 4.02, 4.03, 4.05, 4.06 or 11.06, shall be considered a
------------------------------------------    -----

Lender; provided, however, that for purposes of Sections 3.05, 4.02, 4.03, 4.05
        --------  -------                       -------------------------------

and 4.06, no Participant shall be entitled to receive any payment or
    ----

compensation in excess of that to which such Participant's selling Lender would
have been entitled with respect to the amount of such Participant's
participation interest if such Lender had not sold such participation interest.

     XI.09  Confidentiality.  Each Lender agrees that all nonpublic information
            ---------------

provided to it by the Company or by the Agent on behalf of the Company in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby or thereby will be held and treated by such Lender, its
agents, directors, Affiliates, officers and employees in confidence and further
agrees and undertakes that neither it nor any of its Affiliates shall use any
such information for any purpose or in any manner other than pursuant to the
terms contemplated by this Agreement or relating to other business transactions
between the Company and such Lender.  Any Lender may disclose such information
(a) at the request of any bank regulatory authority or in connection with an
examination of such Lender by any such authority or examiner; (b) pursuant to
subpoena or other court process; (c) when required to do so in accordance with
the provisions of any applicable law; (d) at the written request or the express
direction of any other agency of any State of the United States of America or of
any other jurisdiction in which such Lender conducts its business; and (e) to
such Lender's independent auditors, counsel and other professional advisors.
Notwithstanding the foregoing, the Company authorizes each Lender to disclose to
any Participant or Assignee and any prospective Participant or Assignee such
financial and other information in such Lender's possession concerning the
Company or its Subsidiaries which has been delivered to the Lenders pursuant to
this Agreement or any other Loan Document or which has been delivered to the
Lenders by the Company in connection with the Lenders' credit evaluation of the
Company and its Subsidiaries prior to entering into this Agreement; provided
that such Participant or Assignee or prospective Participant or Assignee agrees
in writing to such Lender to keep such information confidential to the same
extent as required of the Lenders hereunder.

     XI.10  Survival.  The obligations of the Company under Sections 3.05, 4.02,
            --------                                        --------------------

4.03, 4.05, 4.06, 11.04 and 11.05, and the obligations of the Lenders under
-----------------------     -----

Sections 3.05(j) and 10.07, shall in each case survive the repayment of the
----------------     -----

Loans and all other Obligations and the termination of this Agreement and the
Commitments; provided, however, that no request for reimbursement pursuant to
             -----------------

such Sections (other than Sections 11.04(b) and (c) and 11.05) may be made more
                          -----------------     ---     -----

than six months after the termination of this Agreement and the Commitments.
The representations and warranties made by the Company in this Agreement and by
each Loan Party in each other Loan Document shall survive the execution and
delivery of this Agreement and such other Loan Document.

     XI.11  Severability.  Any provision of this Agreement or any other Loan
            ------------

Document which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other
jurisdiction.

     XI.12  Headings.  The various headings of this Agreement are inserted for
            --------

convenience only and shall not affect the meaning or interpretation of this
Agreement or any provisions hereof.

     XI.13  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
            -------------

IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     XI.14  Execution in Counterparts.  This Agreement may be executed in any
            -------------------------

number of counterparts and by different parties hereto on separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.

     XI.15  ENTIRE AGREEMENT.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
            ----------------

EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE COMPANY, THE LENDERS AND
THE AGENT AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS AND
UNDERSTANDINGS OF SUCH PERSONS, VERBAL OR WRITTEN, RELATING TO THE SUBJECT
MATTER HEREOF EXCEPT FOR THE FEE LETTER AND ANY PRIOR ARRANGEMENTS MADE WITH
RESPECT TO THE PAYMENT BY THE COMPANY OF (OR ANY INDEMNIFICATION FOR) ANY FEES,
COSTS OR EXPENSES PAYABLE TO OR INCURRED (OR TO BE INCURRED) BY OR ON BEHALF OF
THE AGENT OR THE LENDERS.

     XI.16  WAIVER OF JURY TRIAL.  EACH OF THE AGENT, THE LENDERS AND THE
            --------------------

COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
 THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDERS ENTERING
INTO THIS AGREEMENT.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                              GEORGIA-PACIFIC CORPORATION


                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              133 Peachtree Street, N.E.
                              Atlanta, Georgia  30303
                              Attention: Treasurer's Department
                              Facsimile No.: (404) 230-5598


                              BANK OF AMERICA NATIONAL TRUST
                                AND SAVINGS ASSOCIATION,
                                as Agent


                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              1230 Peachtree Street, N.E.
                              Suite 3800
                              Atlanta, Georgia  30309
                              Attention:  Lynda Allen
                              Facsimile No.: (404) 249-6938

                              with a copy to:

                              Agency Administrative Services #5596
                              1455 Market Street, 12th Fl.
                              San Francisco, California  94103
                              Attention: Jon Y. Kubokawa
                              Facsimile No.: (415) 436-2700


                              Address for Payments:

                              ABA #121-000-358SF
                              Attention: Agency Administrative
                                         Services #5596
                              1850 Gateway Boulevard
                              Concord, California  94520
                              Credit to Account number:
                              1233-7-15242
                              Reference: Georgia-Pacific


                              BA SECURITIES, INC.,
                                as Arranger


                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              335 Madison Avenue
                              New York, New York  10017
                              Attention:  John Finan
                              Telephone:  (212) 503-8327
                              Facsimile No.: (212) 503-7355

                              BANK OF AMERICA NATIONAL TRUST
                                AND SAVINGS ASSOCIATION

                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              THE BANK OF NEW YORK

                              By:
                                  --------------------------
                              Title:
                                     -----------------------

                              THE BANK OF NOVA SCOTIA


                              By:
                                  --------------------------
                              Title:
                                     -----------------------

                              BANK OF TOKYO-MITSUBISHI TRUST
                                COMPANY


                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              BANQUE PARIBAS


                              By:
                                  --------------------------
                              Title:
                                     -----------------------
                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              THE CHASE MANHATTAN BANK


                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              CIBC INC.


                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              CITIBANK, N.A.


                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              COMMERZBANK AG, ATLANTA AGENCY


                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              CREDIT LYONNAIS
                                ATLANTA AGENCY


                              By:
                                  --------------------------
                              Title:
                                     -----------------------
                              By:
                                  --------------------------
                              Title:
                                     -----------------------




                              THE FIRST NATIONAL BANK OF CHICAGO


                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              THE FUJI BANK, LIMITED,
                               ATLANTA AGENCY


                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              MIDLAND BANK PLC, NEW YORK BRANCH

                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              NATIONSBANK, N.A.


                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              THE SANWA BANK, LIMITED



                              By:
                                  --------------------------
                              Title:
                                     -----------------------

                              THE SUMITOMO BANK, LIMITED


                              By:
                                  --------------------------
                              Title:
                                     -----------------------

                              SUNTRUST BANK, ATLANTA


                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              TORONTO DOMINION (TEXAS), INC.


                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              UNION BANK OF SWITZERLAND

                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              By:
                                  --------------------------
                              Title:
                                     -----------------------


                              WACHOVIA BANK OF GEORGIA, N.A.


                              By:
                                  --------------------------
                              Title:
                                     -----------------------