$1,000,000,000

                         RECEIVABLES PURCHASE AGREEMENT
                            Dated as of June 1, 1990
                                     Among

                          GEORGIA-PACIFIC CORPORATION
                                 as the Seller
                                 -------------

                                      and

               CANADIAN IMPERIAL BANK OF COMMERCE CITIBANK, N.A.
                                      AND
                       THE FIRST NATIONAL BANK OF CHICAGO

                          as the Secondary Purchasers
                          ---------------------------

                                      and
                      MATTERHORN CAPITAL CORPORATION and
                       CANADIAN IMPERIAL BANK OF COMMERCE
                          as the Administrative Agent
                          ---------------------------

 <PAGE>
                               TABLE OF CONTENTS


                                   ARTICLE I
                                  DEFINITIONS

Section                                                PAGE
-------                                                ----


Section 1.01   Certain Defined Terms...................2

Section 1.02   Defined Terms Incorporated
                  by Reference ........................7

Section 1.03   Other Terms ............................8




                                   ARTICLE II
                       AMOUNTS AND TERMS OF THE PURCHASES

Section 2.01   Purchase Facility .......................8
Section 2.02   Making Purchases .......................l0
Section 2.03   Incorporation by Reference .............11
Section 2.04   Incorporation by Reference .............11
Section 2.05   Fees ...................................11
Section 2.06   Incorporation by Reference .............12
Section 2.07   Incorporation by Reference .............12
Section 2.08   Yield Protection .......................12
Section 2.09   Incorporation by Reference .............14
Section 2.10   Incorporation by Reference .............14

                                  ARTICLE III
                            CONDITIONS OF PURCHASES

Section 3.01   Conditions Precedent to Initial
                  Purchase ............................14

Section 3.02   Conditions Precedent to All
                  Purchases and Reinvestments .........15

Section 3.03   Conditions Subsequent ..................16

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

Section 4.01   Incorporation by Reference .............17

                                   ARTICLE V
                                   COVENANTS

Section 5.01   Incorporation by Reference .............17




                                   ARTICLE VI
                         ADMINISTRATION AND COLLECTION

Section 6.01   Designation of Collection Agent ........18
Section 6.02   Duties of Collection Agent .............18
Section 6.03   Rights of the Administrative Agent .....20
Section 6.04   Responsibilities of the Seller..........22
Section 6.05   Further Actions Evidencing Purchases ...22
Section 6.06   Collection Agent Fee....................23


                                  ARTICLE VII
                             EVENTS OF TERMINATION

Section 7.01   Events of Termination ..................24

                                  ARTICLE VIII
                                INDEMNIFICATION

Section 8.01   Indemnities by the Seller ..............25
                                   ARTICLE IX
                            THE ADMINISTRATIVE AGENT

Section 9.01   Authorization and Action ...............29
Section 9.02   UCC Filings ............................29
Section 9.03   Administrative Agent's
                Reliance, Etc..........................29
Section 9.04   CIBC and Affiliates ....................30
Section 9.05   Secondary Purchasers Purchase
                 Decisions ............................30
Section 9.06   Indemnification ........................31
Section 9.07   Successor Administrative Agent .........31





                                   ARTICLE X
                       ASSIGNMENT OF RECEIVABLE INTEREST

Section 10.01  Assignment .............................32
Section 10.02  Effects of Assignment ..................33
Section 10.03  Authorization of Administrative
                  Agent ...............................34

                                   ARTICLE XI
                                 MISCELLANEOUS
Section 11.01  Amendments, Etc ........................34
Section 11.02  Notices, Etc ...........................34
Section 11.03  Assignability; Termination .............34
Section 11.04  Costs, Expenses and Taxes ..............35
Section 11.05  Confidentiality.........................36
Section 11.06  Governing Law; Execution in
                 Counterparts..........................36
Section 11.07  Actions by Secondary Purchasers ........36

                                    EXHIBITS

EXHIBIT A-1    Form of Opinion of New York Counsel to the Seller

EXHIBIT A-2    Form of Opinion of Georgia Counsel to the Seller  Subsidiaries

EXHIBIT A-3    Form of Opinion of Counsel to each Seller Subsidiary

EXHIBIT A-4    Form of Opinion of Special Counsel to the Seller

EXHIBIT B      Form of Assignment Agreement


          RECEIVABLES PURCHASE AGREEMENT dated as of June 1,1990 among GEORGIA-
PACIFIC CORPORATION, a Georgia corporation (the "Seller"), CANADIAN IMPERIAL
BANK OF COMMERCE ("CIBC"), CITIBANK, N.A. ("CITIBANK") and THE FIRST NATIONAL
BANK OF CHICAGO ("FIRST CHICAGO") (each of CIBC, CITIBANK AND FIRST CHICAGO,
individually, a "Secondary Purchaser", and, collectively, the "Secondary
Purchasers") MATTERHORN CAPITAL CORPORATION ("Matterhorn") and CIBC, as agent
(the "Administrative Agent") for the Secondary Purchasers.  Unless defined
elsewhere herein, capitalized terms used in this Agreement shall have the
meanings assigned to such terms in Article I hereof.

WITNESSETH

          WHEREAS, the Seller has, and expects to have, Receivables in which it
desires to sell Receivable Interests;

          WHEREAS, each Seller Subsidiary has, and expects to have, Receivables
which it desires to sell to the Seller;

          WHEREAS, the Seller and each Seller Subsidiary has entered into a
Transfer Agreement pursuant to which such Seller Subsidiary agrees to sell its
Receivables to the Seller;

          WHEREAS, the Seller desires to purchase such Receivables from each
Seller Subsidiary;

          WHEREAS, the Seller has entered into a Receivables Purchase Agreement
dated as of June 1, 1990 (the "Primary Purchase Agreement") with Asset
Securitization Cooperative Corporation ("ASCC"), Corporate Asset Funding
Company, Inc. ("CAFCO"), Falcon Asset Securitization Corporation ("Falcon"),
Matterhorn (each of ASCC, CAFCO, Falcon and Matterhorn, individually, a
"Purchaser", and, collectively, the "Purchasers") and the Administrative Agent
pursuant to which the Seller will sell "Receivable Interests" under the Primary
Purchase Agreement to the Purchasers from time to time;

          WHEREAS, the Secondary Purchasers agree to purchase Receivable
Interests on the terms set forth herein;

          WHEREAS, CIBC has been requested and is willing to perform certain
administrative and clerical functions on behalf of the Secondary Purchasers in
accordance with the terms hereof;

          WHEREAS, in consideration of the reinvestment in Receivable Interests
of daily Collections attributable to a Receivable Interest, the Seller will sell
to the Secondary Purchaser of such Receivable Interest additional interests in
the Receivables as part of such Receivable Interest until such reinvestment is
terminated; and

          WHEREAS, it is intended that the daily reinvestment of Collections be
effected by an automatic daily adjustment to each of the Receivable Interests to
the extent provided in Article II hereof.

          NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

          SECTION 1.01. Certain Defined Terms.  As used in this Agreement, the
                        ----------------------

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

"Adjusted LIBOR Rate" means, with respect to a Secondary Purchaser for any Fixed
---------------------

Period, the rate per annum obtained by dividing (a) the arithmetic average
(rounded upwards, if necessary, to the nearest multiple of one-sixteenth of one
percent per annum) of (i) the offered rates for deposits in United States
dollars which appear on the display designated as page "LIBO" (or any
successor page quoting the offered rates for United States dollars in the London
interbank market) on the Reuter Monitor Money Rates Service, or (ii) if such
rates are not obtainable from the Reuter Monitor Money Rates Service, the
respective rates notified to the Secondary Purchaser by each of the Reference
Banks as the rate at which it would offer deposits in United States dollars to
prime banks in the London interbank market, in either case for a period equal to
such Fixed Period as such Secondary Purchaser shall select and in an amount
comparable to the aggregate amount of Capital of the Receivable Interest to be
funded or maintained at or about 11:00 a.m. (London time) on the second Business
Day before (and for value on) the first day of such period by (b) a percentage
equal to (i) 100% minus (ii) the Eurodollar Reserve Percentage for such Fixed
Period.

          "Aggregate Capital" means, at the time of any determination thereof
          -------------------
with respect to a Secondary Purchaser, the sum of the Capital for all Receivable
Interests of such Secondary Purchaser.

          "Base Rate" means, for any day, the rate of interest publicly
          -----------
announced from time to time by the Administrative Agent in its offices in New
York, New York as its base rate, each change in such rate to take effect at the
opening of business on the date specified in the public announcement of such
change.
          "Capital" of any Receivable Interest owned by a Secondary Purchaser
          ----------
means the original amount paid by such Secondary Purchaser to the Seller or to a
Purchaser, as the case may be (excluding, in the case of an amount paid to a
Purchaser, any "Yield" accrued under the Primary Purchase Agreement which was
actually paid to such Purchaser by the Secondary Purchaser), for such Receivable
Interest at the time of its purchase by such Secondary Purchaser pursuant to
this Agreement, or such amount divided or combined in accordance with Section
2.07, in each case reduced from time to time by Collections distributed on
account of such Capital pursuant to Section 2.04 or by payments pursuant to
Section 5.01(q); provided, that if such Capital shall have been reduced by any
distribution and thereafter all or a portion of such distribution is rescinded
or must otherwise be returned for any reason, such Capital shall be increased by
the amount of such rescinded or returned distribution, as though it had not been
made; provided, further, that such Capital shall not be reduced for the purposes
      ------------------

of this Agreement to the extent and so long as Collections to be used to effect
an Optional Reduction or a Mandatory Reduction are retained by the Collection
Agent (if the Seller or an Affiliate thereof).

     "Collection Agent" means at any time the Person (which may include the
     ------------------
Administrative Agent) then authorized pursuant to Article VI to service,
administer and collect Pool Receivables.

          "Collection Agent Fee" has the meaning assigned to that term in
          ----------------------

Section 6.06.

          "Combined Capital" means the sum of the Total Aggregate Capital and
          ------------------
the "Total Aggregate Capital" under the Primary Purchase Agreement.

          "Commitment" means (i) for all Secondary Purchasers in the aggregate,
          ------------
together with Matterhorn under the Primary Purchase Agreement, an amount equal
to $1,000,000,000 initially, or such lesser amount as shall reflect any
reduction pursuant to Section 2.01(b), (ii) for each Secondary Purchaser, its
Pro Rata Share of such aggregate amount, and (iii) for Matterhorn, its Pro Rata
Share (as defined in the Primary Purchase Agreement) of such aggregate amount.
References to the unused portion of the Commitment shall mean, at any time, the
Commitment in effect at such time, less the sum of the Total Aggregate Capital
under this Agreement and the "Total Aggregate Capital" under the Primary
Purchase Agreement.

          "Eurodollar Reserve Percentage" for any Secondary Purchaser and for
          -------------------------------

any Fixed Period means the reserve percentage applicable to such Secondary
Purchaser under regulations issued from time to time by the Board of Governors
of the Federal Reserve System (or any successor)
(or, if more than one such percentage shall be so applicable, the weighted daily
averages of such percentages for those days in such Fixed Period during which
any such percentage shall be so applicable) for determining the maximum reserve
requirement of such Secondary Purchaser
(including, but not limited to, any emergency, supplemental or other marginal
reserve requirement) with respect to liabilities consisting of or including
Eurocurrency liabilities (as that term is defined in Regulation D of the Board
of Governors of the Federal Reserve System as in effect from time to time)
having a term equal to such Fixed Period.

          "Event of Termination" has the meaning specified in Article VII.
          ----------------------

          "Expiration Date" has the meaning specified in Section 2.01(e).
          -----------------
       
          "Facility Termination Date" means the earliest to occur of (i) the
          ---------------------------

Expiration Date, as determined pursuant to Section 2.01(e), (ii) the date of the
occurrence of an Event of Termination under Section 7.01(h), (iii) the date the
Facility Termination Date is declared pursuant to Section 7.01 or (iv) the date
the Commitment is reduced or falls to zero.

          "Investor Rate" for any Settlement Period for any Receivable Interest
          ---------------
       means:

          (a) a rate equal to the weighted average of the Adjusted LIBOR Rates
     for the Fixed Periods occurring within such Settlement Period or portion
     thereof, plus 1%, notified to the Seller and the Collection Agent by the
     Secondary Purchaser on the first day of each of such Fixed Periods, or such
     other rate as such Secondary Purchaser and the Seller shall agree to in
     writing.

          (b) if such Receivable Interest is acquired by the Secondary Purchaser
     pursuant to Section 2.02(d) hereof, with respect to each day during such
     Settlement Period which is either the first, second or third day
     immediately following the day notice is given by the Related Purchaser of
     the assignment of such Receivable Interest, the Base Rate in effect for
     such day.

          (c) if during any Settlement Period more than one of the above-
     mentioned rates shall be applicable, then the "Investor Rate" for such
                                                   ---------------

     Settlement Period shall be the daily weighted average of such applicable
     rates.

          "Liquidation Collection Agent Fee" means, for any Receivable Interest
          ----------------------------------
on any date, an amount equal to the product of (i) the Capital of such
Receivable Interest on such date, (ii) the percentage per annum at which the
Collection Agent Fee is accruing on such date and (iii) a fraction the numerator
of which is the sum of the Average Maturity and the Collection Delay Period
(each as in effect at such date) and the denominator of which is 360.

          "Liquidation Fee" means, for any Secondary Purchaser and for any
          -----------------
Settlement Period during which a Liquidation Day occurs, the amount, if any, by
which (i) the additional Yield (calculated without taking into account any
Liquidation Fee or any shortened duration of a Fixed Period pursuant to clause
(ii) of the definition thereof) which would have accrued during the remainder of
such Settlement Period on all reductions of Capital of the Receivable Interest
during such Settlement Period exceeds (ii) the income received by such Secondary
Purchaser's investing the proceeds of such reductions of Capital.

          "Liquidation Yield" means, for any Receivable Interest on any date, an
          -------------------

amount equal to the product of (1) the Capital of such Receivable Interest on
such date, (2) the Adjusted LIBOR Rate for such Receivable Interest for a 30-day
Fixed Period to commence on such date and (3) a fraction having the sum of the
Average Maturity plus the Collection Delay Period (each as in effect at such
date) as its numerator and 360 as its denominator.

          "Potential Termination Event" means an event which, with the passage
          -----------------------------
of time or notice or both, would constitute a Termination Event.

          "Pro Rata Share" means, for each Secondary Purchaser, the "Pro Rata
          ----------------
Share" of the Related Purchaser under the Primary Purchase Agreement and, for
Matterhorn, its "Pro Rata Share" under the Primary Purchase Agreement.

          "Purchase" has the meaning specified in Section
          ----------

2.01(a).

          "Reference Banks" means CIBC, Citibank and First Chicago, or such
          -----------------

other banks as the Secondary Purchasers shall designate with the consent of the
Seller.

          "Related Purchaser" means, with respect to each Secondary Purchaser
          -------------------

set forth below, the Person set forth opposite its name.


                    CIBC             ASCC
                    Citibank         CAFCO
                    First Chicago    Falcon

          "Required Secondary Purchasers" means, at a particular time, Secondary
          -------------------------------

Purchasers the Aggregate Capital of which equals at least 66 2/3% of the Total
Aggregate Capital, or, if no Capital shall then be outstanding, Secondary
Purchasers the aggregate Commitment of which equals at least 66 2/3% of the
overall Commitment; provided, that in determining 66 2/3% of the Aggregate
                    ---------

Capital or the Commitment for purposes of this definition, Matterhorn shall be
treated as a Secondary Purchaser hereunder with Aggregate Capital equal to its
"Aggregate Capital" under the Primary Purchase Agreement and a Commitment equal
to its "Purchase Limit" under the Primary Purchase Agreement; provided further,
                                                              -----------------
that in determining the Aggregate Capital or the Commitment of a Secondary
Purchaser for the purposes of this definition, the "Aggregate Capital" of such
Secondary Purchaser's Related Purchaser under the Primary Purchase Agreement
shall be treated as relating to such Secondary Purchaser.

          "Total Aggregate Capital" means, at any time of determination, the sum
          -------------------------
of the Aggregate Capital for the Secondary Purchasers.

          "UBS" means Union Bank of Switzerland, a banking corporation organized
          -----

under the laws of Switzerland.

          "Unused Commitment" means, with respect to any Secondary Purchaser,
          -------------------
the Commitment of such Secondary Purchaser less the Aggregate Capital of such
Secondary Purchaser and the "Aggregate Capital" of the Related Purchaser under
the Primary Purchase Agreement.

          "Yield" means for each Receivable interest for any Settlement Period
          -------
the daily average (calculated at the close of business each day) Capital of such
Receivable Interest during such Settlement Period

                         IR x C x ED = LF
                                  --

                                  360


          where


               C   =     the daily average (calculated at the close of business
                         each day) Capital of such Receivable Interest during
                         such Settlement Period

               IR  =     Investor Rate for such Receivable Interest for such
                         Settlement Period

               ED  =     the actual number of days elapsed during such
                         Settlement Period

               LF  =     the Liquidation Fee, if any, for such Receivable
                         Interest for such Settlement Period;


provided, that no provision of this Agreement shall require the payment or
---------
permit the collection of Yield in excess of the maximum permitted by applicable
law; and provided, further, that Yield for any Receivable Interest shall not be
         ------------------

considered paid by any distribution to the extent that at any time all or a
portion of such distribution is rescinded or must otherwise be returned for any
reason.

          SECTION 1.02. Defined Terms Incorporated by Reference.  Unless
                        ----------------------------------------
otherwise defined in this Agreement and subject to the modifications herein set
forth, capitalized terms used in this Agreement or in any provisions of the
Primary Purchase Agreement incorporated in this Agreement by reference shall
have the meanings given to them in the Primary Purchase Agreement. Without
limiting the foregoing, the defined terms "Certificate", "Concentration Bank",
"Concentration Notice", "Consent and Acknowledgment", "Credit and Collection
Policy", "Default Ratio", "Depositary Bank", "Depositary Notice", "Investor
Report", "Lock-Box Agreement", "Lock-Box Bank", "Seller Subsidiary" and
"Transfer Agreement" are hereby incorporated by reference together with the
related Exhibit G, Schedule III, Exhibit I, Exhibit F, Schedule IV, Schedule
VII, Schedule II, Exhibit H, Exhibit A, Exhibit B, Schedule I, Schedule V and
Exhibit D, respectively, of the Primary Purchase Agreement, as well as Schedule
VI thereto. All references to "the Agent" in provisions of the Primary Purchase
Agreement incorporated in this Agreement by reference shall, without further
reference, mean CIBC as Agent under this Agreement. Each use of the word
"hereunder", "herein" or "hereof" in the provisions of the Primary Purchase
Agreement incorporated in this Agreement by reference shall, without further
reference, be deemed to be a reference to this Agreement. Unless the context
otherwise requires, any reference to a "Purchaser", the "Required Purchasers" or
the "Purchasers" under the Primary Purchase Agreement shall be deemed to be a
reference to a "Secondary Purchaser", the "Required Secondary Purchasers" or the
"Secondary Purchasers" hereunder.  Furthermore, all references in such
incorporated provisions to "Collections", "Contract", "Net Receivables Pool
Balance", "Pool Receivable", "Receivables Pool" and "Related Security" shall
mean the Collections, a Contract, the Net Receivables Pool Balance, a Pool
Receivable, the Receivables Pool and the Related Security under this Agreement,
respectively.  To the extent any word or phrase is defined in this Agreement,
any such word or phrase appearing in provisions so incorporated by reference
from the Primary Purchase Agreement shall have the meaning given to it in this
Agreement.  The incorporation by reference into this Agreement from the Primary
Purchase Agreement is for convenience only, and this Agreement and the Primary
Purchase Agreement shall at all times be, and be treated as, separate and
distinct agreements.  Incorporations by reference in this Agreement from the
Primary Purchase Agreement shall not be affected or impaired by any subsequent
expiration or termination of the Primary Purchase Agreement, nor by any
amendment thereof or waiver thereunder unless the parties hereto shall have
consented to such amendment or waiver in writing.

          SECTION 1.03. Other Terms.  All accounting terms not specifically
                        ------------

defined herein shall be construed in accordance with generally accepted
accounting principles.  All term s used in Article 9 of the UCC in the State of
New York, and not specifically defined herein, are used herein as defined in
such Article 9.

                                   ARTICLE II

                       AMOUNTS AND TERMS OF THE PURCHASES

          SECTION 2.01. Purchase Facility. (a) On the terms and conditions
                        ------------------
hereinafter set forth, each Secondary Purchaser shall purchase Receivable
Interests from the Seller from time to time during the period from the date
hereof to the Facility Termination Date.  Under no circumstances shall a
Secondary Purchaser make any Purchase if after giving effect to such Purchase,
such Secondary Purchaser's Aggregate Capital, together with the Related
Purchasers' "Aggregate Capital" under the Primary Purchase Agreement, would
exceed such Secondary Purchaser's Commitment. Notwithstanding anything to the
contrary contained herein, until such time as the parties expressly agree, all
Purchases of Receivable Interests hereunder and under the Primary Purchase
Agreement shall be made with respect to a single Receivables Pool.

          (b) The Seller may, upon at least five Business Days' notice to the
Administrative Agent and the Secondary Purchasers, terminate in whole or reduce
in part the unused portion of the Commitment; provided, that each partial
                                              ---------

reduction shall be in the amount of at least $5,000,000 or an integral multiple
thereof; provided, further, that any partial reduction of the Commitment for any
         ------------------

Secondary Purchaser must not result in a remaining Commitment of less than
$25,000,000 or the Commitment for such Secondary Purchaser shall be reduced to
zero.  Any reductions in the Commitment pursuant to this subsection (b) shall be
permanent.

           (c) The Seller may, upon at least five Business Days' written notice
to the Administrative Agent and the Secondary Purchasers specifying an Optional
Reduction Amount and an Optional Reduction Effective Date, effect an Optional
Reduction.  Commencing on the Optional Reduction Effective Date, the Collection
Agent shall cease the reinvestment of Collections for a period of time such that
after giving effect to the amount of Collections which are not reinvested in
accordance with the provisions of Section 2.04(b)(ii), the amount of Combined
Capital on the day immediately preceding the Optional Reduction Effective Date
is reduced by an amount equal to the Optional Reduction Amount.  Any Optional
Reduction under this subsection (c) shall be applied pro rata among the
Secondary Purchasers according to their Pro Rata Shares (after giving effect to
the application of the appropriate portion of the Optional Reduction to
Matterhorn under the Primary Purchase Agreement).  The Seller shall indemnify
any Secondary Purchaser for all losses, expenses and liabilities, if any
(including, without limitation, any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds required by any Secondary
Purchaser in connection with such Secondary Purchaser's funding or maintenance
of the Receivable Interests), which such Secondary Purchaser may sustain as a
result of any Optional Reduction pursuant to this subsection (c).

          (d) The Secondary Purchasers recognize and agree that their respective
Pro Rata Shares shall be reallocated in accordance with any reallocation of the
"Pro Rata Shares" of the Purchasers under the Primary Purchase Agreement.  If,
as a result of any reallocation, a Secondary Purchaser's Aggregate Capital
exceeds its Pro Rata Share (as reallocated) of the Commitment, such Secondary
Purchaser shall transfer a Receivable Interest or Receivables Interest computed
on the basis of such excess Capital to the Secondary Purchaser or Secondary
Purchasers whose Pro Rata Share has increased as a result of such reallocation
in exchange for a cash payment in an amount equal to the aggregate Capital of
the Receivable Interests so transferred.

          (e) The Expiration Date shall be the third anniversary of the date
hereof; provided, that the Expiration Date may be extended for an additional
        ---------

year on each annual anniversary of the date hereof if the Seller gives each
Secondary Purchaser written notice not later than 90 days prior to each such
annual anniversary (beginning with the first such annual anniversary) and each
Secondary Purchaser provides the Seller with its written consent to such
extension not later than 30 days after receipt of the Seller's notice.

          (f) The Seller may, upon thirty days' prior written notice to the
Administrative Agent and the Secondary Purchasers, cease purchasing Receivables
from any Seller Subsidiary, and after the Seller ceases purchasing Receivables
from such Seller Subsidiary, such Seller Subsidiary shall no longer be a Selling
Subsidiary for all purposes of this Agreement other than with respect to those
obligations which are expressly intended to survive the termination of this
Agreement, including, without limitation, the indemnities contained in Section
8.01 as incorporated by reference in the Consent and Acknowledgment to which
such Seller Subsidiary is a party.  If, as a result of the Seller's decision to
cease purchasing Receivables from any Seller Subsidiary, the Required Secondary
Purchasers determine, in their sole discretion, that the Events of Termination
in Section 7.01(i) are no longer reasonable or protective, the Required
Secondary Purchasers may modify the provisions of such Section 7.01(i) with the
consent of the Seller (which consent shall not be unreasonably withheld or
delayed).

          SECTION 2.02. Making Purchases. (a) Each Purchase shall be made on at
                        -----------------

least three Business Days' notice from the Seller to each Secondary Purchaser.
Each such notice shall specify (i) the amount requested to be paid to the Seller
(which shall not be less than $5,000,000), and

          (ii) the date of such Purchase (which shall be a Business Day). Any
notice from the Seller to a Related Purchaser to make a "Purchase" under the
Primary Purchase Agreement shall be deemed to satisfy the notice provisions
hereof.  No Secondary Purchaser shall be responsible for any failure by any
other Secondary Purchaser to perform its obligations to make a Purchase
hereunder nor shall the Commitment of any Secondary Purchaser be increased or
decreased as a result of such failure.

          (b) On the date of each Purchase, each Secondary Purchaser shall, upon
satisfaction of the applicable conditions set forth in Section 3.01 and Section
3.02, make available to the Seller in same day funds, at the Seller's account
with Bank of America National Trust and Savings Association, account number
12334-01430, an amount equal to the initial Capital of such Receivable Interest
purchased by such Secondary Purchaser. Each notice given by the Seller pursuant
to subsection (a) above (other than a notice given under the Primary Purchase
Agreement which is deemed to be notice hereunder) shall be irrevocable and
binding on the Seller and the Seller shall indemnify each Secondary Purchaser
against any loss or expense incurred by such Secondary Purchaser as a result of
any failure by the Seller to accept the amount requested to be paid by such
Secondary Purchaser, including, without limitation, any loss (including loss of
anticipated profits) or expense incurred by such Secondary Purchaser by reason
of the liquidation or reemployment of funds acquired or requested by such
Secondary Purchaser to fund such requested amount.

          (c) Each Purchase made by a Secondary Purchaser shall be evidenced by,
and recorded on, a Certificate duly executed by the Seller. The Seller hereby
authorizes each Secondary Purchaser to make the appropriate notation on the
schedule annexed to the Certificate delivered to such Secondary Purchaser for
the purposes of recording any Purchase made by such Secondary Purchaser thereon
(provided that any failure by such Secondary Purchaser to make any such notation
shall not affect the obligations of the Seller hereunder or under such
Certificate in respect of such Purchase).  The Seller agrees that each notation
made by a Secondary Purchaser on the schedule annexed to the Certificate
delivered to such Secondary Purchaser shall be binding absent demonstrable
error.

          (d) Each Secondary Purchaser hereby agrees that it shall, subject to
the satisfaction of the applicable conditions set forth in Section 3.01 and
Section 3.02 hereof and upon the request of such Secondary Purchaser's Related
Purchaser, acquire by assignment from such Related Purchaser any "Receivable
Interest" owned and maintained by such Related Purchaser under the Primary
Purchase Agreement.  The Seller hereby agrees that each such acquisition shall
be considered to be a Purchase requested by the Seller for all purposes
hereunder other than with respect to the obligation of the Secondary Purchasers
to deliver funds to the Seller in respect of such acquisition and with respect
to the requirement of three Business Days' notice of a Purchase being given by
the Seller.

          SECTION 2.03. Incorporation by Reference. Section 2.03 of the Primary
                        ---------------------------

Purchase Agreement is hereby incorporated herein by reference, except that each
reference therein to the "Termination Date" shall be deemed to be a reference to
the "Facility Termination Date".

          SECTION 2.04. Incorporation by Reference. 2.04 Of the Primary Purchase
                        ---------------------------
Agreement is hereby incorporated herein by reference.

          SECTION 2.05. Fees. (a) The Seller shall pay to each Secondary
                        -----
Purchaser a fee (the "Commitment Fee") at the per annum rate, if the Seller's
long-term senior unsecured debt is rated investment grade by either S&P
(currently BBB-or higher) or Moody's (currently BAA3 or higher), of .25% on the
average daily amount of the Unused Commitment of such Secondary Purchaser;
provided, that if the Seller's long-term senior unsecured debt is not rated
---------

investment grade by either S&P or Moody's, the Commitment Fee shall be equal to
the product of (i) the average daily amount of the Unused Commitment of such
Secondary Purchaser and (ii) the rate per annum indicated below, as determined
by reference to the higher of the long-term senior unsecured debt ratings for
the Seller as announced by S&P and Moody's and in effect on the Settlement Date
such fee is required to be paid hereunder:
               S&P         Rating        Moody' s      Rate
               ---         ------        --------      ----


               BB+          Bal                        .45%
               BB           Ba2                        .65%
               BB-          Ba3                        .75%
               B+           B1                        1.00%

          The Commitment Fee shall be payable in arrears on the first Business
Day after each Settlement Date during the term of this Agreement and on the
later of the Facility Termination Date or the date on which the Aggregate
Capital of a Secondary Purchaser is reduced to zero.  The Commitment Fee shall
be payable by the Seller notwithstanding any insufficiency in the amount of
Collections.
          (b) The Collection Agent (if other than the Seller) shall be paid a
Collection Agent Fee as set forth in Section 6.06 hereof.

          (c) The Seller shall pay to the Administrative Agent a fee as
separately agreed between the Seller and the Administrative Agent.

          SECTION 2.06. Incorporation by Reference. Section 2.06 of the Primary
                        ---------------------------

Purchase Agreement is hereby incorporated herein by reference.

          SECTION 2.07. Incorporation by Reference. Section 2.07 of the Primary
                        ---------------------------

Purchase Agreement is hereby incorporated herein by reference.

          SECTION 2.08. Yield Protection.
                   -----------------

                   (a) If, after the date hereof, the adoption of any applicable
law,
rule or regulation, or any change therein, including Regulation D of the Board
of Governors of the Federal Reserve System, or any change in the interpretation
or administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Secondary Purchaser or any Person controlling any Secondary
Purchaser, or any permitted assignee under this Agreement (each of which being
an "Affected Party" with any request or directive (whether or not having the
   ----------------

force of law) of any such authority, central bank or comparable agency,

               (A) shall subject an Affected Party to any tax (except for taxes
          on the overall net income of such Affected Party), duty or other
          charge with respect to the Receivable Interests or any right to make
          purchases, or shall change the basis of taxation of payments to an
          Affected Party of its Capital or Yield or any other amounts due under
          this Agreement in respect of its Capital or its rights, if any, to
          make purchases; or

               (B) shall impose, modify or deem applicable any reserve
          requirement (including, without limitation, any reserve requirement
          imposed by the Board of Governors of the Federal Reserve System, but
          excluding any reserve requirement, if any, included in the
          determination of Yield), special deposit or similar requirement
          against assets of, deposits with or for the account of, or credit
          extended by, any Affected Party; or

               (C) shall impose any other condition affecting the Receivable
          Interests or the Secondary Purchaser's rights, if any, to make
          purchases; and the result of any of the foregoing is (i) to increase
          the cost to, or, in the case of Regulation D referred to above, to
          impose a cost on an Affected Party funding or making or maintaining
          any Receivable Interest, or (ii) to reduce the amount of any sum
          received or receivable by an Affected Party under this Agreement with
          respect thereto, then within ten days after demand by such Affected
          Party (which demand shall be accompanied by a statement setting forth
          the basis for such demand), the Seller shall pay directly to such
          Affected Party such additional amount or amounts as will compensate
          such Affected Party for such additional or increased cost incurred or
          such reduction suffered.

          (b) If an Affected Party shall reasonably determine that the adoption
of any applicable law, rule, regulation, directive or guideline regarding
capital adequacy, or any change in or phase-in of any applicable law, rule,
regulation, directive or guideline or in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by an Affected
Party with any request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on the
capital of any Affected Party as a consequence of its obligations hereunder or
arising in connection herewith to a level below that which any such Affected
Party could have achieved but for such adoption, change or compliance (taking
into consideration the policies of such Affected Party with respect to capital
adequacy) by an amount deemed by such Affected Party to be material, then from
time to time, within ten days after demand by such Affected Party, the Seller
shall pay to such Affected Party such additional amount or amounts as will
compensate such Affected Party for such reduction.

          (c) Each Affected Party will promptly notify the Seller of any event
of which it has knowledge occurring after the date hereof which will entitle
such Affected Party to compensation pursuant to this Section 2.08. If an
Affected Party fails to give such notice within 90 days after it obtains actual
knowledge of such event and such result, such Affected Party shall be entitled
to compensation pursuant to this Section 2.08 only to the extent such additional
amount or reduction accrues on or after the date 90 days prior to the date on
which such Affected Party gives such notice.

          (d) In determining any amount provided for in this Section 2.08, the
Affected Party may use any reasonable averaging and attribution methods.  Any
Affected Party making a claim under this Section 2.08 shall submit to the Seller
a certificate as to such additional or increased cost or reduction, which
certificate shall be conclusive absent demonstrable error; provided, that the
                                                           ---------

failure to deliver any such certificate shall not affect the Affected Party's
right to payment hereunder unless notice as required by Section 2.08(c) has not
been given.

SECTION 2.09. Incorporation by Reference. Section 2.09 of the Primary Purchase
              ---------------------------
         Agreement is hereby incorporated herein by reference.

SECTION 2.10. Incorporation by Reference. Section 2.10 of the Primary Purchase
              ---------------------------

Agreement is hereby incorporated herein by reference.

                                  ARTICLE III

                            CONDITIONS OF PURCHASES

          SECTION 3.01. Conditions Precedent to Initial Purchase. The initial
                        -----------------------------------------

Purchase of Receivable Interests under this Agreement is subject to the
conditions precedent that the Secondary Purchasers shall have received on or
before the date of such Purchase the following, each in form and substance
satisfactory to the Secondary Purchasers and the Administrative Agent:

          (a) Certificates of the Secretary or Assistant Secretary of the Seller
and each Seller Subsidiary certifying the names and true signatures of their
respective officers authorized to sign this Agreement, the Certificates and the
other documents to be delivered by them hereunder or in connection herewith,
evidence of corporate authorization of the transactions contemplated hereby, the
articles of incorporation (attached and appropriately certified by the Secretary
of State of the Seller's and each Seller Subsidiary's jurisdiction of
incorporation) and the by-laws and all amendments thereto of the Seller and each
Seller Subsidiary.

          (b) Time stamped receipt copies of proper financing statements, duly
filed on or before the date of such initial Purchase under the UCC of all
jurisdictions that the Secondary Purchasers or the Administrative Agent may deem
necessary or desirable in order (i) to perfect the ownership interests
contemplated by this Agreement and (ii) to perfect the ownership interests of
the Seller in the receivables purchased by the Seller from the Seller
Subsidiaries pursuant to the Transfer Agreements.

          (c) Time stamped receipt copies of proper UCC termination statements,
if any, necessary to release all security interests and other rights of any
Person in the Receivables, Contracts or Related Security previously granted by
the Seller or any Seller Subsidiary.

          (d) Undated executed copies of Lock-Box Notices to the Lock-Box Banks
for each Lock-Box Account.

          (e) A favorable opinion of Shearman & Sterling, counsel for the
Seller, substantially in the form of Exhibit A-1 hereto, and as to such other
matters as the Secondary Purchasers may reasonably request.

          (f) A favorable opinion of Georgia counsel for the Seller,
substantially in the form of Exhibit A-2 hereto, and as to such other matters as
the Secondary Purchasers may reasonably request.

          (g) A favorable opinion of local counsel for each Seller Subsidiary,
substantially in the form of Exhibit A-3 hereto, and as to such other matters as
the Secondary Purchasers may reasonably request.

          (h) A favorable opinion of special counsel for the Seller,
substantially in the form of Exhibit A-4 hereto, and as to such other matters as
the Secondary Purchasers may reasonably request.

          (i) A written memorandum from the Seller's independent accountants
substantially to the effect that the Seller may account for the proposed sale of
undivided percentage ownership interests in Receivables hereunder in its
financial statements as a sale consistent with generally accepted accounting
principles.

          (j) An executed Transfer Agreement and Consent and Acknowledgment from
each Seller Subsidiary.

          (k)  The Certificates for the Secondary Purchasers.

SECTION 3.02. Conditions Precedent to All Purchases and Reinvestments. Each
              --------------------------------------------------------

Purchase (including the initial Purchase and each acceptance of an assignment
pursuant to Section 2.02(d) hereof) and each reinvestment shall be subject to
the further conditions precedent that (a) in the case of each Purchase, the
Collection Agent shall have delivered to the Secondary Purchasers and the
Administrative Agent on or prior to the date of such Purchase, in form and
substance satisfactory to the Secondary Purchasers, all Investor Reports as and
when due under Section 6.02(g) and, on or prior to the date of the initial
Purchase, an Investor Report containing then current information acceptable to
the Secondary Purchasers, and (b) on the date of each Purchase or reinvestment,
the following statements shall be true (and acceptance of the proceeds of such
Purchase or reinvestment shall be deemed a representation and warranty by the
Seller that such statements are then true):

               (i) the representations and warranties contained in Article IV
          are correct on and as of the date of such Purchase or reinvestment as
          though made on and as of such date,

               (ii) no event has occurred and is continuing, or would result
          from such Purchase or reinvestment, that constitutes an Event of
          Termination or a Potential Termination Event,

               (iii) on such date, the Seller has a long-term senior unsecured
          debt rating of at least BB by S&P and Ba3 by Moody's,

               (iv) the Facility Termination Date shall not have occurred,

               (v) the Related Purchaser shall have failed to make a "Purchase"
          of like amount, term and tenor which was requested by the Seller, or
          shall have ceased to make reinvestments, in either case under the
          Primary Purchase Agreement, and

               (vi) the Internal Revenue Service shall not have filed a notice
          of lien in an amount greater than $50 million pursuant to Section 6323
          of the Code with regard to any assets of the Seller or any Seller
          Subsidiary, and the Pension Benefit Guaranty Corporation shall not
          have filed a notice of lien in an amount greater than $50 million
          pursuant to Section 4068 of ERISA with regard to any assets of the
          Seller or any Seller Subsidiary, unless such liens (1) have been
          suspended or (2) are being contested in good faith by the Seller or
          such Seller Subsidiary and have been bonded in the full amount
          thereof, and (c) the Secondary Purchasers shall have received such
          other approvals, opinions or documents as they may reasonably request.

          SECTION 3.03. Conditions Subsequent. The Seller shall, no later than
                        ---------------------

July 15, 1990 with respect to items (a), (b) and (c) below, and no later than
June 29, 1990 with respect to items (d) and (e) below, deliver to the Secondary
Purchasers and the Administrative Agent:

          (a) Acknowledgment copies of the financing statements referred to in
Section 3.01 (b).

          (b) Acknowledgment copies of the UCC termination statements, if any,
referred to in Section 3.01(c).

          (c) Completed requests for information, dated a date subsequent to the
date of the filings made pursuant to subsection (a), listing the financing
statements referred to in subsection (a) above and all other effective financing
statements filed in the jurisdictions referred to in subsection (a) above that
name the Seller or a Seller Subsidiary as debtor, together with copies of such
other financing statements (none of which shall cover any Receivables, Contracts
or Related Security) or any interest therein.

          (d)  Executed Lock-Box Agreements.

          (e) Undated executed Depositary Notices to each Depositary Bank for
each Depositary Account and undated executed Concentration Notices to each
Concentration Bank for each Concentration Account.

                                   ARTICLE IV
         
                         REPRESENTATIONS AND WARRANTIES

          SECTION 4.01. Incorporation by Reference. Article IV of the Primary
                        ---------------------------

Purchase Agreement is hereby incorporated herein by reference, except that each
reference to the "Secondary Purchase Agreement" shall be deemed to be a
reference to the "Primary Purchase Agreement", and each reference to Article XII
or the sections contained therein shall be deemed to be a reference to Article
XI or the sections contained therein.

                                ARTICLE V

                                COVENANTS

          SECTION 5.01. Incorporation by Reference. Article V of the Primary
                        ---------------------------

Purchase Agreement is hereby incorporated herein by reference, except that each
reference therein to the "Secondary Purchase Agreement" shall be deemed to be a
reference to the "Primary Purchase Agreement" and each reference to Article XII
or the sections contained therein shall be deemed to be a reference to Article
XI or the sections contained therein.

                                   ARTICLE VI

                         ADMINISTRATION AND COLLECTION

SECTION 6.01. Designation of Collection Agent. The administration and collection
              --------------------------------

of the Pool Receivables shall be conducted by such Person (the "Collection
Agent") so designated from time to time in accordance with this Section 6.01.
The Seller is hereby designated as, and hereby agrees to perform the duties and
obligations of, the Collection Agent pursuant to the terms of this Agreement.
The Secondary Purchasers may at any time designate as Collection Agent any
Person (including a Secondary Purchaser or a Purchaser) to succeed the Seller or
any successor Collection Agent, if such Person shall consent and agree to the
terms hereof.  Unless the Required Secondary Purchasers determine in their sole
discretion that it would be impractical or inadvisable to do so, the Secondary
Purchasers shall give the Seller at least five Business Days' notice of any such
designation.  The Collection Agent may, with the prior consent of the Secondary
Purchasers, subcontract with any other Person for the administration and
collection of all or a significant portion of the Pool Receivables; provided,
                                                                    ---------

that the Collection Agent may, so long as it is the Seller, subcontract with a
Seller Subsidiary for the administration and collection of the Pool Receivables
without the consent of the Secondary Purchasers; provided, further, that the
                                                 ------------------

Seller may, without the consent of the Secondary Purchasers, subcontract with
any other Person for the administration and collection of Pool Receivables as
authorized by the Credit and Collection Policy.  Any such subcontract shall not
affect the Collection Agent's liability for performance of its duties and
obligations pursuant to the terms hereof.

          SECTION 6.02. Duties of Collection Agent. (a) The Collection Agent
                        ---------------------------

shall take or cause to be taken all such actions as may be necessary or
advisable to collect each Pool Receivable from time to time, all in accordance
with applicable laws, rules and regulations, with reasonable care and diligence,
and in accordance with the Credit and Collection Policy. Each of the Seller,
each.  Secondary Purchaser and the Administrative Agent hereby appoints the
Collection Agent, from time to time designated pursuant to Section 6.01 hereof,
as agent for itself and for the owners of Receivable Interests to enforce their
respective rights and interests in the Pool Receivables, the Related Security
and the related Contracts.

      (b) The Collection Agent shall administer the Collections in accordance
 with the
procedures described herein and in Section 2.04.  The Collection Agent shall set
aside and hold in trust for the account of the Seller and each Secondary
Purchaser, their respective shares of the Collections of Pool Receivables in
accordance with Section 2.04 but shall not be required, except either upon the
request of the Administrative Agent acting at the direction of the Required
Secondary Purchasers or upon the occurrence and during the continuance of an
Event of Termination or a Potential Termination Event, to segregate the funds
constituting each Secondary Purchaser's share of such Collections from the
general funds of the Collection Agent or the Seller prior to the remittance
thereof in accordance with Section 2.04. If the Collection Agent shall be
required to segregate Collections pursuant to the proceeding sentence, the
Collection Agent shall segregate and deposit with a bank (which may be CIBC,
Citibank, First Chicago or UBS) designated by each Secondary Purchaser such
allocable share of Collections of Pool Receivables set aside for such Secondary
Purchaser on the first Business Day following receipt by the Collection Agent of
such Collections.

          (c) If no Event of Termination or Potential Termination Event shall
have occurred, the Seller, while it is the Collection Agent, may, in accordance
with the Credit and Collection Policy, extend the maturity or adjust the
Outstanding Balance of any Receivable as the Seller deems appropriate to
maximize Collections in respect thereof.

          (d) The Collection Agent shall hold in trust for the Seller and the
Secondary Purchasers, in accordance with their respective interests, all Records
that evidence or relate to Pool Receivables and shall, as soon as practicable
upon demand of the Administrative Agent acting at the direction of the Required
Secondary Purchasers, deliver or make available to the Administrative Agent all
Records in its possession which evidence or relate to Pool Receivables.

          (e) The Collection Agent, shall as soon as practicable following
receipt thereof, turn over to the Seller (i) that portion of Collections of Pool
Receivables representing the Seller's undivided fractional ownership interest
therein, less, in the event the Seller is not the Collection Agent, all
reasonable out-of-pocket costs and expenses of the Collection Agent of
servicing, administering and collecting the Pool Receivables to the extent not
covered by the Collection Agent Fee received by it, and (ii) any cash
collections or other cash proceeds received with respect to Receivables not
constituting Pool Receivables.

          (f) The Collection Agent shall, from time to time at the request of a
Secondary Purchaser, furnish to such Secondary Purchaser (promptly after any
such request) a calculation of the amounts set aside for such Secondary
Purchaser pursuant to Section 2.04 hereof.

          (g) On or prior to each Investor Report Date, the Collection Agent
shall prepare and forward to each Secondary Purchaser and the Administrative
Agent (i) an Investor Report relating to each Receivable Interest outstanding on
the immediately preceding Settlement Date, and (ii) if requested by a Secondary
Purchaser, a listing by Obligor of all Pool Receivables outstanding on such
Settlement Date, together with an analysis of the aging of such Pool Receivables
by Obligor and such additional information as may be reasonably requested by
such Secondary Purchaser. Prior to the occurrence of an Event of Termination or
a Potential Termination Event, the Collection Agent will use its best efforts to
provide the Secondary Purchasers and the Administrative Agent with the
information in clauses (i) and (ii) above on a more frequent basis if reasonably
requested by the Required Secondary Purchasers.  Following an Event of
Termination or a Potential Termination Event, the Collection Agent will provide
the Secondary Purchasers and the Administrative Agent with the information in
clauses (i) and (ii) above on a more frequent basis if required by the Required
Secondary Purchasers.

          (h) The Collection Agent will, to the extent permitted by applicable
law and with respect to any amount not paid by the Collection Agent when
required to be paid hereunder, pay on demand interest to each Secondary
Purchaser at a rate per annum equal to 2% above the Base Rate, provided,
                                                               ---------

however, that such interest rate will not at any time exceed the maximum rate
--------

permitted by applicable law.

          (i) The Collection Agent's authorization under this Agreement will
terminate after the Facility Termination Date, upon payment in full of all
amounts payable to the Secondary Purchasers and the Collection Agent under this
Agreement.

          SECTION 6.03. Rights of the Administrative Agent. (a) Upon five days
                        -----------------------------------

notice to the Seller, unless the Required Secondary Purchasers determine in
their sole discretion that it would be impracticable or inadvisable to give such
notice, the Administrative Agent at the direction of the Required Secondary
Purchasers is authorized at any time to date and to deliver to the Lock-Box
Banks, the Lock-Box Notices, to the Depositary Banks, the Depositary Notices and
to the Concentration Banks, the Concentration Notices delivered hereunder.  The
Seller hereby transfers to the Administrative Agent, effective when the
Administrative Agent delivers such Lock-Box Notices, such Depositary Notices or
such Concentration Notices, as the case may be, the exclusive ownership and
control of such Lock-Box Accounts, such Depositary Accounts or such
Concentration Accounts. The Seller shall, and shall cause each Seller Subsidiary
to, take any actions reasonably requested by the Administrative Agent to effect
such transfer.  In case any authorized signatory of the Seller and any Seller
Subsidiary whose signature appears on a Lock-Box Notice, a Depositary Notice or
a Concentration Notice shall cease to have such authority before the delivery of
such Lock-Box Notice, such Depositary Notice or a Concentration Notice, such
signature shall nevertheless be valid as if such authority had remained in
force.  The Administrative Agent at the direction of the Required Secondary
Purchasers may notify the Obligors of Pool Receivables, at any time and at the
Seller's expense, of the ownership of Receivable Interests under this Agreement
and may also direct that payments of all amounts due or that become due under
any or all Receivables be made directly to the Administrative Agent or its
designee.  In furtherance of the foregoing, the Administrative Agent shall, upon
the direction of the Required Secondary Purchasers, be entitled to take all such
actions at it deems necessary or advisable to exercise dominion and control over
the collection and servicing of the Pool Receivables including such action as
shall be necessary or desirable to cause all cash, checks and other instruments
constituting Collections of Pool Receivables to come into the possession of the
Administrative Agent rather than the Seller.  Unless the Required Secondary
Purchasers determine in their sole discretion that it would be impractical or
inadvisable to do so, the Secondary Purchasers must give the Seller five days
prior notice of any such action.

          (b) At any time following the designation of a Collection Agent other
than the Seller pursuant to Section 6.01:

               (i) The Administrative Agent may, and at the direction of the
          Required Secondary Purchasers shall, direct the Obligors of Pool
          Receivables that all payments thereunder be made directly to the
          Administrative Agent or its designee.

               (ii) The Seller shall, and shall cause each Seller Subsidiary to,
          at the Administrative Agent's request and at the expense of the Seller
          and the Seller Subsidiaries, notify each Obligor of Pool Receivables
          of the ownership of Receivable Interests under this Agreement and
          direct that payments be made directly to the Administrative Agent or a
          designee of the Administrative Agent approved by the Required
          Secondary Purchasers.

               (iii) The Seller shall, and shall cause each Seller Subsidiary
          to, at the Administrative Agent's request (which shall be at the
          direction of the Required Secondary Purchasers) and at the expense of
          the Seller and the Seller Subsidiaries, (A) assemble all of the
          Records that evidence or relate to the Pool Receivables, and the
          related Contracts and Related Security, or that are otherwise
          necessary or desirable to collect the Pool Receivables, and shall make
          the same available to the Administrative Agent or its designee, at a
          place selected by the Administrative Agent,
          (B) segregate all cash, checks and other instruments received by it
          from time to time constituting Collections of Pool Receivables in a
          manner acceptable to the Administrative Agent and the Required
          Secondary Purchasers and, promptly upon receipt, remit all such cash,
          checks and instruments, duly endorsed or with duly executed
          instruments of transfer, to the Administrative Agent or its designee.

               (iv)    The Seller and each Seller Subsidiary hereby authorizes
          the Administrative Agent to take any and all steps in the Seller's or
          such Seller Subsidiary's name and on behalf of the Seller or such
          Seller Subsidiary that are necessary or desirable, in the
          determination of the Administrative Agent and the Required Secondary
          Purchasers, to collect amounts due under the Pool Receivables,
          including, without limitation, endorsing the Seller's or such Seller
          Subsidiary's name on checks and other instruments representing
          Collections of Pool Receivables and enforcing the Pool Receivables and
          the Related Security and related Contracts.

          SECTION 6.04. Responsibilities of the Seller. Anything herein to the
                        -------------------------------
contrary notwithstanding:

          (a) The Seller shall, and shall cause each Seller Subsidiary to,
perform its obligations under the Contracts related to the Pool Receivables to
the same extent as if Receivable Interests and Receivables had not been sold and
the exercise by the Administrative Agent and by the Secondary Purchasers of
their rights hereunder shall not release the Collection Agent, the Seller or any
Seller Subsidiary from any of their duties or obligations with respect to any
Pool Receivables or under the related Contracts; and

          (b) Neither the Administrative Agent nor the Secondary Purchasers
shall have any obligation or liability with respect to any Pool Receivables or
related Contracts, nor shall any of them be obligated to perform the obligations
of the Seller or any Seller Subsidiary thereunder.

          SECTION 6.05. Further Actions Evidencing Purchases. (a) The Seller
                        -------------------------------------

shall, and shall cause each Seller Subsidiary to, from time to time, at their
expense, promptly execute and deliver all further instruments and documents, and
take all further actions, that may be necessary or desirable, or that the
Administrative Agent or any Secondary Purchaser may reasonably request, to
perfect, protect or more fully evidence the Receivable Interests purchased
hereunder, or to enable any Secondary Purchaser or the Administrative Agent to
exercise and enforce their respective rights and remedies hereunder or under the
Certificates. Without limiting the foregoing, the Seller and each Seller
Subsidiary will upon the request of any Secondary Purchaser or the
Administrative Agent (i) execute and file such financing or continuation
statements, or amendments thereto, and such other instruments and documents,
that may be necessary or desirable, or that any Secondary Purchaser or the
Administrative Agent may reasonably request, to perfect, protect or evidence
such Receivable Interests; (ii) mark conspicuously each invoice evidencing each
Pool Receivable and the related Contract with a legend, acceptable to the
Secondary Purchasers, evidencing that Receivable Interests therein have been
sold; and (iii) mark its master data processing records evidencing such Pool
Receivables and related Contracts with a legend, acceptable to the Secondary
Purchasers, evidencing that Receivable Interests therein have been sold;
provided that the actions specified in clauses (ii) and (iii) may be directed by
--------

the Required Secondary Purchasers or the Administrative Agent only upon the
occurrence of an Event of Termination or a Potential Termination Event.

          (b) The Seller authorizes the Administrative Agent to file financing
or continuation statements, and amendments thereto, relating to the Pool
Receivables and the Related Security, the related Contracts and the Collections
with respect thereto without the signature of the Seller where permitted by law.
A photocopy or other reproduction of this Agreement shall be sufficient as a
financing statement where permitted by law.
          (c) If the Collection Agent fails to perform any of its obligations
hereunder, any Secondary Purchaser or the Administrative Agent may (but shall
not be required to) perform, or cause performance of, such obligation; and such
Secondary Purchaser's or the Administrative Agent's costs and expenses incurred
in connection therewith shall be payable by the Seller (if the Collection Agent
that fails to so perform is the Seller or an Affiliate thereof) as provided in
Section 8.01 or Section 9.04, as applicable.

          SECTION 6.06. Collection Agent Fee. The Collection Agent (if not the
                        ---------------------

Seller or an Affiliate thereof) shall be paid a collection fee (the "Collection
Agent Fee") of 1/4 of 1% per annum on the average daily amount of the Combined
Capital payable monthly in arrears on each Settlement Date. Upon three Business
Days' notice to the Administrative Agent and the Secondary Purchasers, the
Collection Agent (if not the Seller or an Affiliate thereof) may elect to have
the Collection Agent Fee computed on the basis of a different percentage per
annum, but in no event in excess of 110% of the reasonable costs and expenses of
the Collection Agent in administering and collecting the Pool Receivables.  The
Collection Agent Fee shall be payable only from Collections pursuant to, and
subject to the priority of payment set forth in, Section 2.04.  Notwithstanding
anything contained in this Section 6.06 to the contrary, the Collection Agent
Fee payable hereunder shall be reduced to the extent and in the amount of the
"Collection Agent Fee" paid to the Collection Agent under the Primary Purchase
Agreement.

                                  ARTICLE VII

                             EVENTS OF TERMINATION

          SECTION 7.01. Incorporation by Reference; Additional Events of
                        ------------------------------------------------

Termination. If any of the events specified in subsection (a) or subsection (b)
------------

below ("Events of Termination") shall occur and be continuing:

          (a) The text set forth in Sections 7.01(a) through (p) of the Primary
Purchase Agreement is incorporated herein by reference as if set forth herein in
its entirety, except that each reference to the "Secondary Purchase Agreement"
shall be deemed to be a reference to the "Primary Purchase Agreement", each use
of the word "hereunder", "hereof" or "herein" shall be deemed to be a reference
to this Agreement and any reference to a "Purchaser", the "Required Purchasers"
or the "Purchasers" shall be deemed to be a reference to a "Secondary
Purchaser", the "Required Secondary Purchasers" or the "Secondary Purchasers");
or

(b) the occurrence or declaration of an "Event of Termination" under the Primary
Purchase Agreement, unless cured or waived; then, and in any such event, at the
direction of the Required Secondary Purchasers, the Administrative Agent shall,
by notice to the Seller, take either or both of the following actions: (x)
declare the Facility Termination Date to have occurred (in which case the
Facility Termination Date shall be deemed to have occurred), and (y) designate
another Person to succeed the Seller as the Collection Agent, subject to the
approval of the Secondary Purchasers; provided, that automatically upon the
                                      ---------
occurrence of any event (without any requirement for the passage of time or the
giving of notice) described in subsection (h) of this Section 7.01, the Facility
Termination Date shall occur.  Upon any such declaration or designation or upon
any such automatic termination, (i) each Receivables Pool shall be fixed as of
the Business Day immediately preceding the Facility Termination Date and the
Collection Agent shall prepare and forward to each Secondary Purchaser and the
Administrative Agent, within one Business Day after the Facility Termination
Date, an Investor Report relating to each Receivable Interest outstanding on the
Business Day immediately preceding the Facility Termination Date, and (ii) the
Secondary Purchasers and the Administrative Agent shall have, in addition to the
rights and remedies which they may have under this Agreement, all other rights
and remedies provided after default under the UCC and under other applicable
law, which rights and remedies shall be cumulative.

                                  ARTICLE VIII

                                INDEMNIFICATION

          SECTION 8.01. Indemnities by the Seller. Without limiting any other
                        --------------------------
rights that the Administrative Agent or the Secondary Purchasers or any
Affiliate thereof and their respective officers, directors, employees and agents
(each, an "Indemnified Party") may have hereunder or under applicable law, the
Seller hereby agrees to indemnify each Indemnified Party from and against any
and all claims, losses and liabilities (including reasonable attorneys fees and
expenses) (all of the foregoing being collectively referred to as "Indemnified
Amounts") arising out of or resulting from this Agreement or the use of proceeds
of purchases or reinvestments or the ownership of Receivable Interests or in
respect of any Receivable or any Contract, excluding, however, (a) Indemnified
Amounts to the extent resulting from gross negligence or willful misconduct on
the part of such Indemnified Party, (b) recourses(except as otherwise
specifically provided in this Agreement) for uncollectible Receivables or (c)
except as set forth below, any income taxes incurred by such Indemnified Party
arising out of or as a result of this Agreement or the ownership of Receivable
Interests or in respect of any Receivable or any Contract.  Without limitation
of the generality of the foregoing, the Seller shall pay on demand to each
Indemnified Party any and all amounts necessary to indemnify such Indemnified
Party from and against any and all Indemnified Amounts relating to or resulting
from any of the following:

               (i) the creation of a Receivable Interest in any Pool Receivable
          which is not at the date of the creation of such Receivable Interest
          an Eligible Receivable;

               (ii) reliance on any representation or warranty made or deemed
          made by the Seller or any Seller Subsidiary (or any of their
          respective Responsible Officers) or any statement made by any
          Responsible Officer of the Seller or any Seller Subsidiary under or in
          connection with this Agreement which shall have been incorrect in any
          material respect when made;

            (iii) the failure by the Seller or any Seller Subsidiary to comply
          with any applicable law, rule or regulation;

            (iv) the failure to vest in a Secondary Purchaser an undivided
          percentage ownership interest, to the extent of such Secondary
          Purchaser's Receivable Interest, in the Receivables (including,
          without limitation, Receivables of Government Obligors and Foreign
          Obligors) in, or purporting to be in, the Receivables Pool and the
          Related Security and Collections in respect thereof, free and clear of
          any Adverse Claim other than as authorized hereunder;

            (v) the failure to vest in the Seller all right, title and interest
          in the Receivables purchased by the Seller from any Seller Subsidiary
          pursuant to a Transfer Agreement, free and clear of any Adverse Claim
          other than as authorized hereunder;

            (vi) the failure to have filed, or any delay in filing, financing
          statements or other similar instruments or documents under the UCC of
          any applicable jurisdiction, under applicable law with respect to the
          assignment of Receivables of Government obligors or other applicable
          laws with respect to any Receivables in, or purporting to be in, the
          Receivables Pool and the Related Security and Collections in respect
          thereof, whether at the time of any purchase or reinvestment or at any
          subsequent time;

            (vii) any dispute, claim, offset or defense (other than discharge
          in bankruptcy of the Obligor) of the Obligor to the payment of any
          Receivable in, or purporting to be in, the Receivables Pool
          (including, without limitation, a defense based on such Receivable or
          the related Contract not being a legal, valid and binding obligation
          of such 0bligor enforceable against it in accordance with its terms),
          or any other claim resulting from the sale of the merchandise or
          service related to such Receivable or the furnishing or failure to
          furnish such merchandise or services;

            (viii) any failure of the Seller, as Collection Agent or otherwise,
          to perform its duties or obligations in accordance with the provisions
          of this Agreement;

            (ix) any products liability claim arising out of or in connection
          with merchandise, insurance or services which are the subject of any
          Contract;

            (x) any loss incurred by any Secondary Purchaser as a result of the
          Outstanding Balance of all Pool Receivables from the same Obligor,
          expressed as a percentage of the aggregate Outstanding Balance of
          Eligible Receivables, being in excess of the Concentration Limit or,
          if applicable, Special Concentration Limit for such Obligor;

            (xi) the commingling of Collections of Pool Receivables at any time
          with other funds;

            (xii) any action or omission by the Seller, whether as Collection
          Agent or otherwise, reducing or impairing the rights of a Secondary
          Purchaser with respect to any Pool Receivable or the value of any Pool
          Receivable, except in accordance with the Credit and Collection
          Policy;

            (xiii) any failure of the Seller to give reasonably equivalent
          value to any Seller Subsidiary in consideration of the transfer by
          such Seller Subsidiary to the Seller of any Receivables, or any
          attempt by any Person to void any such transfer under statutory
          provisions or common law or equitable action, including, without
          limitation, any provision of the Bankruptcy Code;

            (xiv) any loss incurred by a Secondary Purchaser on any Pool
          Receivable denominated and payable in a currency other than United
          States dollars as a result of such Receivable not being payable when
          due in the full amount of United States dollars determined hereunder
          after giving effect to any payment under any forward foreign exchange
          contract or other hedging agreement entered into by the Seller or a
          Seller Subsidiary with respect to such Receivable; or

            (xv) any reductions in the amount of a Pool Receivable the Obligor
          of which is a Government Obligor, and the Related Security and
          Collections with respect thereto, as the result of appropriation by
          the government or the inability to collect any amount from a
          Government Obligor;

            (xvi) any inability to collect the full Outstanding Balance of a
          Pool Receivable which was entitled to an Administrative Priority as a
          result of the Obligor's bankruptcy and which was included as an
          Eligible Receivable as a result of such Administrative Priority;

            (xvii) any investigation, litigation or proceeding related to or
          arising from this Agreement, the transactions contemplated hereby, the
          use of the proceeds of the Purchase, the ownership of the Receivable
          Interests or any Pool Receivable, Related Security or Contract or any
          other investigation, litigation or proceeding relating to the Seller
          or any Seller Subsidiary in which any Indemnified Party becomes
          involved as a result of any of the transactions contemplated hereby;

            (xviii) all losses, expenses and liabilities, if any (including,
          without limitation, any loss or expense incurred by reason of the
          liquidation or reemployment of deposits or other funds acquired by any
          Secondary Purchaser in connection with such Secondary Purchaser's
          funding or maintenance of the Receivable Interests) which such
          Secondary Purchaser may sustain as the result of the termination or
          reduction of any Receivable Interest or the failure by the Seller or
          the Collection Agent (if the Seller or an Affiliate thereof) to make
          any payment of Capital when due;

            (xix) any inability to litigate any claim against any Obligor in
          respect of any Pool Receivable as a result of such Obligor being
          immune from civil and commercial law and suit on the grounds of
          sovereignty or otherwise from any legal action, suit or proceeding;

            (xx) any inability to enforce any judgment rendered in the United
          States against any Foreign Obligor in such Foreign Obligor's country
          of domicile in respect of any Pool Receivable without reexamination or
          relitigation of the matters adjudicated upon;

            (xxi) any Event of Termination described in clause (h) of Section
          7.01; or

            (xxii) any loss incurred by any Secondary Purchaser on any Pool
          Receivable of a Government Obligor or a Foreign Obligor, except for
          such losses of a commercial nature that result from risks normally
          taken with non-governmental United States Obligors in transactions of
          this nature.

                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

          SECTION 9.01. Authorization and Action. Each Secondary Purchaser
                        -------------------------
hereby accepts the appointment of and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms of the Primary Purchase
Agreement together with such powers as are reasonably incidental thereto.  The
Administrative Agent shall not be required to take any action which exposes the
Administrative Agent to personal liability or which is contrary to this
Agreement or applicable law.  The Administrative Agent agrees to give to each
Secondary Purchaser prompt notice of each notice given to it by the Seller, or
by it to the Seller, pursuant to the terms of this Agreement.  The appointment
and authority of the Administrative Agent hereunder shall terminate at the later
to occur of (i) the payment to (A) each Secondary Purchaser of its Aggregate
Capital, accrued and unpaid Yield and all other amounts due to such Secondary
Purchaser hereunder and (B) the Administrative Agent of all amounts due
hereunder, and (ii) the Facility Termination Date.

          SECTION 9.02. UCC Filings. The Secondary Purchasers and the Seller
                        ------------
expressly recognize and agree that the Administrative Agent may be listed as the
assignee or secured party of record on the various UCC filings required to be
made hereunder in order to perfect the transfer of the Receivable Interests from
the Seller to the Secondary Purchasers, that such listing shall be for
administrative convenience only in creating a record or nominee owner to take
certain actions hereunder on behalf of the Secondary Purchasers and that such
listing will not affect in any way the status of the Secondary Purchasers as the
beneficial owners of the Receivable Interests.  In addition, such listing shall
impose no duties on the Administrative Agent other than those expressly and
specifically undertaken in accordance with the provisions of this Article IX.
In furtherance of the foregoing, each Secondary Purchaser shall be entitled to
enforce its rights created under this Agreement without the need to conduct such
enforcement through the Administrative Agent except as provided herein.

  SECTION 9.03. Administrative Agent's Reliance, Etc. Neither the
                -------------------------------------
Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under
or in connection with this Agreement, except for its or their own gross
negligence or willful misconduct.  Without limitation of the generality of the
foregoing, the Administrative Agent (i) may treat the assignee under any
Certificate as the holder thereof until the Administrative Agent receives
written notice of the Assignment in respect thereof signed by such assignee;
(ii) may consult with legal counsel (including counsel for the Seller),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (iii) makes
no warranty or representation to any Person and shall not be responsible to any
Person for any statements, warranties or representations (whether written or
oral) made in or in connection with this Agreement; (iv) shall not have any duty
to ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement on the part of the Seller, or
of any Transfer Agreement on the part of the Seller or the Seller Subsidiary a
party thereto, or to inspect the property (including the books and records) of
the Seller or any Seller Subsidiary; (v) shall not be responsible to any
Secondary Purchaser for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any Transfer Agreement or
any other instrument or document furnished pursuant hereto; and (vi) shall incur
no liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by facsimile,
telegram, cable or telex) believed by it to be genuine and signed or sent by the
proper party or parties.

          SECTION 9.04. CIBC and Affiliates. With respect to any Pool Receivable
                        --------------------

owned by CIBC, CIBC shall have the same rights and powers under this Agreement
and any document delivered pursuant hereto as would any Secondary Purchaser and
may exercise the same as though it were not the Administrative Agent.  CIBC and
its Affiliates may generally engage in any kind of business with the Seller, any
Seller Subsidiary or any Obligor and any of their respective Affiliates and any
Person who may do business with or own securities of the Seller, any Seller
Subsidiary or any Obligor or any of their respective Affiliates, all as if CIBC
were not the Administrative Agent and without any duty to account therefor to
any Secondary Purchaser.

          SECTION 9.05. Secondary Purchasers' Purchase Decisions. Each Secondary
                        -----------------------------------------
Purchaser acknowledges that it has, independently and without reliance upon the
Administrative Agent, any of its Affiliates or any other Secondary Purchaser and
based on such documents and information as it has deemed appropriate, made its
own evaluation and decision to enter into this Agreement and, if it so
determines, to purchase undivided ownership interests in Pool Receivables
hereunder.  Each Secondary Purchaser also acknowledges that it will,
independently and without reliance upon the Administrative Agent, any of its
Affiliates or any other Secondary Purchaser and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
decisions in taking or not taking action under this Agreement.

          SECTION 9.06. Indemnification. Each Secondary Purchaser agrees to
                        ----------------
indemnify the Administrative Agent (to the extent not reimbursed by the Seller),
ratably according to the ratio its Commitment bears to the aggregate Commitment
of the Secondary Purchasers, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by, or asserted against the Administrative Agent in any way
relating to or arising out of this Agreement or any action taken or omitted by
the Administrative Agent under this Agreement, provided that a Secondary
                                               --------
Purchaser shall not be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Administrative Agent's gross negligence or
willful misconduct.  Without limitation of the generality of the foregoing, each
Secondary Purchaser agrees to reimburse the Administrative Agent, ratably
according to the ratio its Commitment bears to the aggregate Commitment of the
Secondary Purchasers, promptly upon demand, for any out-of-pocket expenses
(including reasonable counsel fees) incurred by the Administrative Agent in
connection with the administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, to the
extent that such expenses are incurred in the interests of or otherwise in
respect of the Secondary Purchasers hereunder and are approved by the Secondary
Purchasers and to the extent that the Administrative Agent is not reimbursed for
such expenses by the Seller.

          SECTION 9.07. Successor Administrative Agent. The Administrative Agent
                        -------------------------------
may resign at any time by giving 30 days' written notice thereof to the
Secondary Purchasers, the Seller, the Collection Agent and the Purchasers and
may be removed at any time with or without cause by the Required Secondary
Purchasers.  Upon any such resignation or removal, the Secondary Purchasers
shall have the right to appoint a successor Administrative Agent approved by the
Seller (which approval will not be unreasonably withheld or delayed).  If no
successor Administrative Agent shall have been so appointed by the Secondary
Purchasers, and shall have accepted such appointment, within 30 days after the
retiring Administrative Agent's giving of notice of resignation or the Secondary
Purchasers' removal of the Administrative Agent, then the retiring
Administrative Agent may, on behalf of the Secondary Purchasers, appoint a
successor Administrative Agent approved by the Seller (which approval will not
be unreasonably withheld or delayed), which successor Administrative Agent shall
be (a) either (i) a commercial bank having a combined capital and surplus of at
least $250,000,000 or (ii) an Affiliate of such bank and (b) experienced in the
types of transactions contemplated by this Agreement. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under this Agreement.  After any retiring
Administrative Agent's resignation or removal hereunder as Administrative Agent,
the provisions of this Article IX shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this
Agreement.

                                   ARTICLE X

                       ASSIGNMENT OF RECEIVABLE INTERESTS

          SECTION 10.1. Assignment. (a) Each Secondary Purchaser may (i) without
                        -----------

the consent of the Seller, assign to another Secondary Purchaser, any Purchaser,
UBS, or to any vehicle organized by a Secondary Purchaser or UBS which is rated
at least A-1 by S&P and P-1 by Moody's and
(ii) with the prior written consent of the Seller (which consent shall not be
unreasonably withheld or delayed), to any other Person (such Person, and the
Persons described in clause (i) above, referred to herein as "Assignees"), and
any such Assignee, may, without the written consent of the Seller, assign to any
Person described in clause (i) hereof and may, with the prior written consent of
the Seller (which consent shall not be unreasonably withheld or delayed), assign
to any other Person, its Commitment or any Receivable Interest, in either case,
in whole or in part; provided, however, that any assignment of a Secondary
                     -------------------
Purchaser's Commitment to a Purchaser (other than Matterhorn) or to any vehicle
organized by a Secondary Purchaser pursuant to clause (i) above at a time when
such Purchaser or such vehicle cannot issue a commitment to make Purchases shall
be made only with the prior written consent of the Seller
(which consent shall not be unreasonably withheld or delayed).  Upon any
assignment of a Receivable Interest, (i) the Assignee shall become the owner of
such Receivable Interest for all purposes of this Agreement and (ii) the
assignor thereof (the "Assignor") shall relinquish its rights with respect to
such Receivable Interest for all purposes of this Agreement.  Any assignments
hereunder shall be upon such terms and conditions as the Assignor and the
Assignee may mutually agree.  The parties thereto shall deliver to the
Administrative Agent an assignment agreement, in substantially the form of
Exhibit B hereto (an "Assignment"), duly executed by such parties, and such
Assignor shall promptly execute and deliver all further instruments and
documents, and take all further action, that the Assignee may reasonably request
in order to perfect, protect or more fully evidence the Assignee's right, title
and interest in and to any Receivable Interest assigned hereunder, and to enable
the Assignee to exercise or enforce any rights hereunder or under the
Certificate evidencing such Receivable Interest.  Upon any assignment pursuant
to this Section 10.01, the Assignee thereof shall have all of the rights and
obligations (and only such rights and obligations) of a Secondary Purchaser
hereunder, and shall be subject to the same terms and conditions hereunder.  The
Administrative Agent shall provide notice to the Seller of any assignment
hereunder.

          SECTION 10.02. Effects of Assignment. By executing and delivering an
                         ----------------------
Assignment, the Assignor thereunder and the Assignee thereunder confirm to and
agree with each other and the other parties hereto as follows:
(i) other than as provided in such Assignment, the Assignor makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement, the pertinent Certificate or any other
agreement, instrument or document furnished pursuant hereto; (ii) the Assignor
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Seller or any Seller Subsidiary or the
performance or observance by the Seller or any Seller Subsidiary of any of its
obligations under this Agreement (in the case of the Seller), the pertinent
Certificate or the Transfer Agreements (in the case of the Seller and the Seller
Subsidiaries) or other agreement, instrument or document furnished pursuant
hereto; (iii) such Assignee confirms that it has received a copy of this
Agreement, together with copies of the financial statements referred to in
Section 4.01 and such other agreements, documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
such Assignment and to purchase the pertinent Receivable Interests; (iv) such
Assignee will, independently and without reliance upon the Administrative Agent,
any Secondary Purchaser, any Purchaser or any of their Affiliates or such
Assignor and based on such agreements, documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such Assignee appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vi) such Assignee appoints as its agent the
Collection Agent from time to time designated pursuant to Section 6.01 to
enforce its respective rights and interests in and under the pertinent
Receivable Interests and the Related Security and related Contracts.

          SECTION 10.03. Authorization of Administrative Agent. The
                         --------------------------------------

Administrative Agent shall annotate the pertinent Certificate to reflect any
assignment made pursuant to Section 10.01 or otherwise.

                                   ARTICLE XI

                                 MISCELLANEOUS

          SECTION 11.01. Amendments, Etc. No amendment or waiver of any
                         ----------------
provision of this Agreement or consent to any departure by the Seller therefrom
shall be effective unless in a writing signed by the Secondary Purchasers and
Matterhorn or, where permitted under this Agreement, the Required Secondary
Purchasers, and then such amendment, waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given; provided,
                                                                       ---------

however, that no amendment or waiver of Section 6.03 or of any other provision
--------

of this Agreement which affects the rights or obligations of the Administrative
Agent shall be effective unless signed by the Administrative Agent. No failure
on the part of the Secondary Purchasers, Matterhorn or the Administrative Agent
to exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right.

          SECTION 11.02. Notices, Etc. All notices and other communications
                         -------------
hereunder shall, unless otherwise stated herein, be in writing (including
facsimile communication) and shall be delivered or sent by facsimile, to each
party hereto, at its address set forth under its name on the signature pages
hereof or at such other address as shall be designated by such party in a
written notice to the other parties hereto.  Notices and communications by
facsimile shall be effective when sent, and notices and communications sent by
other means shall be effective when received.

          SECTION 11.03. Assignability; Termination. (a) This Agreement and each
                         ---------------------------
Secondary Purchaser's rights herein (including ownership of each Receivable
Interest) shall be assignable by such Secondary Purchaser and its respective
successors and assigns in accordance with Section 10.01.  The term "Secondary
Purchaser" shall include any owner by assignment or otherwise of a Receivable
Interest but shall not include any Person to whom a participation is granted.
The Seller may not assign its rights hereunder or any interest herein without
the prior written consent of the Secondary Purchasers.

          (b) Any Secondary Purchaser may grant participation to any Person
without the consent or knowledge of the Seller, any other Secondary Purchaser or
the Administrative Agent; provided, that such grant will not affect the
                          ---------

obligation, if any, of such Secondary Purchaser hereunder nor the obligations of
the Seller hereunder.

          (c) The provisions of Sections 8.0l, 11.04 and 11.05 survive any
termination of this Agreement.

          SECTION 11.04. Costs, Expenses and Taxes. (a) In addition to the
                         --------------------------
rights of indemnification granted under Section 8.01 hereof, the Seller agrees
to pay on demand all costs and expenses in connection with the preparation,
execution, delivery and administration (including periodic auditing of Pool
Receivables) of this Agreement, the Certificates and the other documents and
agreements to be delivered hereunder, including, without limitation, (i) the
fees and expenses of Seward & Kissel, counsel for the Secondary Purchasers, with
respect to the preparation, execution and delivery of this Agreement, the
Primary Purchase Agreement and the other documents and agreements to be
delivered hereunder or thereunder; (ii) the fees and out-of-pocket expenses of
counsel for the Administrative Agent with respect to administration of this
Agreement, including without limitation, advising the Administrative Agent as to
its rights and remedies hereunder; and (iii) all costs and expenses, if any
(including reasonable counsel fees and expenses), in connection with the
enforcement or amendment of this Agreement, the Certificates and the other
documents and agreements to be delivered hereunder.

          (b) In addition, the Seller shall pay on demand any and all stamp and
other taxes and fees payable in connection with the execution, delivery, filing
and recording of this Agreement, the Certificates or the other documents or
agreements to be delivered hereunder, and agrees to save each Indemnified Party
harmless from and against any liabilities with respect to or resulting from any
delay in paying or omission to pay such taxes and fees.

        (c) The Seller also shall pay on demand all other costs, expenses and
taxes
(excluding income taxes) incurred by a Secondary Purchaser or any stockholder of
a Secondary Purchaser ("Other Costs"), including (i) the costs of auditing such
Secondary Purchaser's books by certified public accountants, (ii) the taxes
(excluding income taxes) resulting from such Secondary Purchaser's operations
and (iii) the reasonable fees and out-of-pocket expenses of counsel for such
Secondary Purchaser or any counsel for any shareholder of such Secondary
Purchaser with respect to advising such Secondary Purchaser or shareholder as to
rights and remedies under this Agreement, the enforcement of this Agreement, the
Certificates or advising such Secondary Purchaser or shareholder as to matters
relating to such Secondary Purchaser's operations; provided, that the Seller and
                                                   ---------

any other persons who from time to time sell receivables or interests therein to
such Secondary Purchaser ("Other Sellers") each shall be liable for such Other
Costs ratably in accordance with the usage under their respective facilities;
provided, further, that (i) if such Other Costs are attributable to the Seller
------------------

and not attributable to any Other Seller, the Seller shall be solely liable for
such Other Costs and(ii) if such Other Costs are attributable to any Other
Seller and not attributable to the Seller in any way, the Seller shall not be
liable for any of such Other Costs.

          SECTION 11.05. Confidentiality. Unless otherwise required by
                         ----------------

applicable law, rule or regulation or by court order or process, the Seller and
each Seller Subsidiary agrees to maintain the confidentiality of this Agreement
(and all drafts thereof) in communications with third parties and otherwise;
provided, that this Agreement may be disclosed to the Seller's and each Seller
---------

Subsidiary's legal counsel and auditors if they agree to hold it confidential.

          SECTION 11.06. Governing Law; Execution in Counterparts. (a) This
                         -----------------------------------------

Agreement shall be governed by, and construed in accordance with, the law of the
State of New York (including its applicable conflict of laws rules).

          (b) This Agreement may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same agreement.

          SECTION 11.07. Actions by Secondary Purchasers. The Secondary
                         --------------------------------
Purchasers expressly recognize and agree that in making any determination or
taking any action hereunder which is required to be made or taken by the
Required Secondary Purchasers or all of the Secondary Purchasers, the Purchasers
shall be treated as if they were Secondary Purchasers hereunder and no
determination or action hereunder shall be made or taken which would be
inconsistent with or contrary to a determination or action made or taken under
the Primary Purchase Agreement.
        
          IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

SELLER:

GEORGIA-PACIFIC CORPORATION

By:
    -----------------------------

133 Peachtree Street, N.E.
Atlanta, Georgia 30348-5605
Attention: Treasurer
Facsimile No.: (404) 827-7076


SECONDARY
PURCHASERS:

CANADIAN IMPERIAL BANK OF COMMERCE

By:
    ------------------------------

Authorized Signatory

425 Lexington Avenue
New York, New York 10017
Attention: Asset Securitization
Group Facsimile No.: (212) 856-3761


CITIBANK, N.A.

By:
    -------------------------------

Vice President

450 Mamaroneck Avenue
Harrison, New York 10528
Attention: Corporate Asset Funding
Department Facsimile No.: (914) 899-7015
THE FIRST NATIONAL BANK OF CHICAGO

By:
    -------------------------------

Vice President

One First National Plaza
Suite 0079, 17th Floor
Chicago, Illinois 60670
Attention:  Mr. Bradley P. Summers
            Mr. Martin Foy
Facsimile No.: (302) 732-2231


ADMINISTRATIVE AGENT:

CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent

By:
    ------------------------------

Authorized Signatory

425 Lexington Avenue
New York, New York 10017
Attention:  Asset Securitization Group
Facsimile No.: (212) 856-3761


THE FIRST NATIONAL BANK OF CHICAGO

By:
    -------------------------------

Vice President

One First National Plaza
Suite 0079, 17th Floor
Chicago, Illinois 60670
Attention:  Mr. Bradley P. Summers
            Mr. Martin Foy
Facsimile No.: (302) 732-2231



Consented and Agreed:

MATTERHORN CAPITAL CORPORATION

By:
   ------------------------------

Authorized Signatory

Union Bank of Switzerland, New York Branch,
as Administrator and Attorney-in-Fact

299 Park Avenue
New York, New York
Attention: Asset Finance Group