EX 4.1


                        CREDIT AGREEMENT,

                   dated as of June 15, 2000,

                              among

                     CHESAPEAKE CORPORATION

                      as the U.S. Borrower,

               CHESAPEAKE UK ACQUISITIONS II PLC,
                 CHESAPEAKE UK ACQUISITIONS PLC,
                CHESAPEAKE U.K. HOLDINGS LIMITED,
                 BOXMORE INTERNATIONAL PLC, and
                         FIELD GROUP PLC

                     as the U.K. Borrowers,

                     CHESAPEAKE EUROPE, SAS

                     as the French Borrower,

        VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS
                FROM TIME TO TIME PARTIES HERETO,

                         as the Lenders,

                   FIRST UNION NATIONAL BANK,

                  as the Administrative Agent,

                   BANK OF AMERICA, N.A., and

                    as the Syndication Agent,

                      WACHOVIA BANK, N.A.,

                   as the Documentation Agent.
                   ___________________________

                  FIRST UNION SECURITIES, INC.,
            as the Lead Arranger and Sole Book Runner

                        CREDIT AGREEMENT

     THIS CREDIT AGREEMENT, dated as of June 15, 2000, is among
CHESAPEAKE CORPORATION, a Virginia corporation (the "U.S.
Borrower"), CHESAPEAKE UK ACQUISITIONS II PLC, a public limited
company incorporated under the laws of England and Wales ("U.K.
Acquisitions II"), CHESAPEAKE UK ACQUISITIONS PLC, a public
limited company incorporated under the laws of England and Wales
("U.K. Acquisitions"), CHESAPEAKE U.K. HOLDINGS LIMITED, a
limited liability company incorporated under the laws of England
and Wales ("U.K. Holdings"), BOXMORE INTERNATIONAL PLC, a public
limited company incorporated under the laws of Northern Ireland
("Boxmore"), CHESAPEAKE EUROPE, SAS, a Societe par Actions
Simplifiee company organized under the laws of France  (the
"French Borrower"), FIELD GROUP PLC, a public limited company
incorporated under the laws of England and Wales ("Field"; each
of U.K. Acquisitions, U.K. Acquisitions II, U.K. Holdings,
Boxmore and Field is sometimes referred to herein as a "U.K.
Borrower" and collectively sometimes referred to herein as the
"U.K. Borrowers", and together with the U.S. Borrower and the
French Borrower, each sometimes referred to herein as a
"Borrower" and collectively sometimes referred to herein as  the
"Borrowers"), the various financial institutions and other
Persons from time to time parties hereto (the "Lenders"), FIRST
UNION NATIONAL BANK ("First Union"), as administrative agent (in
such capacity, the "Administrative Agent") for the Lenders, and
FIRST UNION SECURITIES, INC., as the Lead Arranger and Sole Book
Runner (in such capacity, the "Arranger").

                      W I T N E S S E T H:

     WHEREAS, each U.K. Borrower is a Subsidiary (such
capitalized term and other capitalized terms used in these
recitals to have the definitions set forth in Section 1.1) of the
U.S. Borrower;

     WHEREAS, the Borrowers seek to refinance (the "Refinancing")
certain Indebtedness of the U.S. Borrower and its Subsidiaries;

     WHEREAS, to provide a portion of the financing necessary for
the purposes set forth in Section 7.1.7, the Borrowers have
requested that the Lenders, the Swing Line Lender, the Issuer and
the Loan Note Guarantor provide the following Commitments:

          (a) a Revolving Loan Commitment (to include
     availability for Revolving Loans, Swing Line Loans, the Loan
     Note Guaranty, Other Currency Loans and Letters of Credit)
     pursuant to which Revolving Loans will be made to the
     Borrowers, in a maximum aggregate principal amount not to
     exceed the Revolving Loan Commitment Amount, from time to
     time from and after the Closing Date until the Revolving
     Loan Commitment Termination Date;

          (b) a Loan Note Guaranty pursuant to which the Loan
     Note Guarantor will issue a Loan Note Guaranty, denominated
     in Sterling, in a maximum aggregate amount not to exceed the
     Loan Note Guaranty Commitment Amount, on the Closing Date;

          (c) a Letter of Credit Commitment pursuant to which the
     Issuer will issue Letters of Credit (subject to the
     Revolving Loan Commitment Amount and the aggregate usage
     thereof) from time to time from and after the Closing Date
     until the Revolving Loan Commitment Termination Date;



          (d) a Swing Line Loan Commitment pursuant to which
     Swing Line Loans will be made to the U.S. Borrower (subject
     to the Revolving Loan Commitment Amount and the aggregate
     usage thereof) from time to time from and after the Closing
     Date until the Revolving Loan Commitment Termination Date;
     and

          (e) an Other Currency Loan Commitment pursuant to which
     Other Currency Loans will be made to the Borrowers (subject
     to the Revolving Loan Commitment Amount and the aggregate
     usage thereof) from time to time from and after the Closing
     Date until the Revolving Loan Commitment Termination Date;
     and

     WHEREAS, the Lenders, the Issuer and the Loan Note Guarantor
are willing, on the terms and subject to the conditions
hereinafter set forth, to extend the Commitments and make Loans
to the Borrowers, issue (or participate in) Letters of Credit and
issue (or participate in) the Loan Note Guaranty;

     NOW, THEREFORE, the parties hereto hereby agree as follows:


                           ARTICLE I
                DEFINITIONS AND ACCOUNTING TERMS

     SECTION I.1.  Defined Terms.  The following terms (whether
or not underscored) when used in this Agreement, including its
preamble and recitals, shall, except where the context otherwise
requires, have the following meanings (such meanings to be
equally applicable to the singular and plural forms thereof):

     "Absolute Rate" means, with respect to an Absolute Rate Loan
made by a given Lender, a fixed rate of interest per annum
(rounded to the nearest 1/16th of 1%) offered by such Lender and
accepted by the applicable Borrower.

     "Absolute Rate Auction" means a solicitation of Competitive
Bid Loan quotes at an Absolute Rate pursuant to Section 2.8.

     "Absolute Rate Loan" means a Competitive Bid Loan which
bears interest at an Absolute Rate.

     "Account" means any account (as that term is defined in
Section 9-106 of the UCC) of the U.S. Borrower or any of its
wholly-owned U.S. Subsidiaries arising from the sale or lease of
goods or rendering of services.

     "Adjusted EBITDA" means, with respect to the Borrowers and
their Subsidiaries on a consolidated basis, for any applicable
period, EBITDA for such period, as adjusted for the pro forma
impact of any Permitted Acquisitions or Dispositions of assets
during such period, such adjustments to be in form and substance
reasonably satisfactory to the Administrative Agent.

     "Adjusted Percentage" is defined in clause (b) of Section
2.2.3.

     "Administrative Agent" is defined in the preamble and
includes each other Person, if any, appointed as the successor
Administrative Agent pursuant to Section 9.4.

                               -2-

     "Affiliate" of any Person means any other Person which,
directly or indirectly, controls, is controlled by or is under
common control with such Person.  "Control" of a Person means the
power, directly or indirectly,

          (a)  to vote 10% or more of the Capital Securities (on
     a fully diluted basis) of such Person having ordinary voting
     power for the election of directors, managing members or
     general partners (as applicable); or

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

     "Agreement" means, on any date, this Credit Agreement as
originally in effect on the Effective Date and as thereafter from
time to time amended, supplemented, amended and restated or
otherwise modified from time to time and in effect on such date.

     "Alternate Base Rate" means, on any date and with respect to
all Base Rate Loans, a fluctuating rate of interest per annum
equal to the higher of (a) the Base Rate in effect on such day;
and (b) the Federal Funds Rate in effect on such day plus 1/2 of
1%.  Changes in the rate of interest on that portion of any Loans
maintained as Base Rate Loans will take effect as of the opening
of business on the date of each change in the Alternate Base
Rate.  The Administrative Agent will give notice promptly to the
Borrowers and the Lenders of changes in the Alternate Base Rate;
provided, that the failure to give such notice shall not affect
the Alternate Base Rate in effect after such change.  If for any
reason the Administrative Agent shall have determined (which
determination shall be conclusive in the absence of manifest
error) that it is unable to ascertain the Federal Funds Rate for
any reason, including the inability or failure of the
Administrative Agent to obtain sufficient quotations in
accordance with the terms hereof, the Alternate Base Rate shall
be determined without regard to clause (b) of the first sentence
of this definition, until the circumstances giving rise to such
inability no longer exist.

     AApplicable Margin@ means the applicable percentage set
forth below corresponding to the relevant Leverage Ratio:


    Leverage Ratio      Applicable Margin    Applicable Margin
                       for LIBO Rate Loans     for Base Rate
                                                   Loans

Greater than or equal         1.125%               .125%
       to 3.5:1

Greater than or equal         1.00%                 0%
       to 3.0:1

Greater than or equal          .75%                 0%
       to 2.5:1

Greater than or equal         .675%                 0%
       to 2.0:1

   Less than 2.0:1            .600%                 0%

Notwithstanding anything to the contrary set forth in this
Agreement, the Applicable Margin for all (a) LIBO Rate Loans from
the Effective Date through (and including) December 31, 2000
shall be no less than 1.00% and (b) Base Rate Loans from the
Effective Date through (and including) December 31, 2000 shall be

                              -3-

no less than 0%.  The Leverage Ratio used to compute the
Applicable Margin shall be the Leverage Ratio set forth in the
Compliance Certificate most recently delivered by the Borrowers
to the Administrative Agent. Changes in the Applicable Margin
resulting from a change in the Leverage Ratio shall become
effective upon delivery by the Borrowers to the Administrative
Agent of a new Compliance Certificate pursuant to clause (c) of
Section 7.1.1.  If the Borrowers fail to deliver a Compliance
Certificate within 50 days after the end of any Fiscal Quarter
(or within 90 days, in the case of the last Fiscal Quarter of the
Fiscal Year), the Applicable Margin from and including the 51st
(or 91st, as the case may be) day after the end of such Fiscal
Quarter to but not including the date the Borrowers deliver to
the Administrative Agent a Compliance Certificate shall
conclusively equal the highest Applicable Margin set forth above.

     "Arranger" is defined in the preamble.

     "Assignee Lender" is defined in Section 10.11.1.

     "Assignor Lender" is defined in Section 10.11.1.

     "Associated Costs" means, with respect to any Loan
denominated in an Other Currency, for any Interest Period, the
cost as calculated by the Administrative Agent in accordance with
Schedule III hereto imputed to each applicable Lender of
compliance with the mandatory liquid assets requirements of the
Bank of England and/or the Financial Services Authority during
that Interest Period, expressed as a percentage.

     "Authorized Officer" means, relative to any Obligor, those
of its officers, general partners or managing members (as
applicable) whose signatures and incumbency shall have been
certified to the Administrative Agent, the Lenders and the Issuer
pursuant to Sections 5.1.1, or otherwise in a manner reasonably
satisfactory to the Administrative Agent, as updated by the
Borrowers from time to time and certified in the manner provided
above.

     "Base Rate" means, at any time, the rate of interest then
most recently established by the Administrative Agent in its
principal office in Charlotte, North Carolina as its prime rate
for Dollars loaned in the United States.  The parties hereto
acknowledge that the Base Rate is an index rate and is not
necessarily intended to be the lowest rate or best rate of
interest charged to other banks or to customers in connection
with extensions of credit.

     "Base Rate Loan" means a Loan, in Dollars, bearing interest
at a fluctuating rate determined by reference to the Alternate
Base Rate.

     "Borrower" and "Borrowers" are defined in the preamble.

     "Borrowing" means the Loans of the same type and, in the
case of LIBO Rate Loans, having the same Interest Period made by
all Lenders required to make such Loans on the same Business Day
and pursuant to the same Borrowing Request in accordance with
Section 2.1.

     "Borrowing Request" means a Loan request and certificate
duly executed by an Authorized Officer of any Borrower requesting
such Loans, substantially in the form of Exhibit B-1 hereto.

                              -4-

     "Boxmore" is defined in the preamble.

     "Budget" is defined in clause (i) of Section 7.1.1.
     "Business Day" means

          (a)  any day which is neither a Saturday or Sunday nor
     a legal holiday on which banks are authorized or required to
     be closed in New York, New York or Charlotte, North
     Carolina; and

          (b)  relative to the making, continuing, prepaying or
     repaying of any LIBO Rate Loans or Competitive Bid Loans
     made as a result of a LIBOR Auction, any day which is a
     Business Day described in clause (a) above and which is also
     a day on which dealings in Dollars and Other Currency are
     carried on in the London interbank market.

     "Capital Expenditures" means, for any period, the aggregate
amount of (a) all expenditures of the U.S. Borrower and its
Subsidiaries for fixed or capital assets made during such period
which, in accordance with GAAP, would be classified as capital
expenditures and (b) Capitalized Lease Liabilities incurred by
the U.S. Borrower and its Subsidiaries during such period.

     "Capital Securities" means, with respect to any Person, any
and all shares, interests (including membership interests and
partnership interests), participations or other equivalents
(however designated, whether voting or non-voting) of such
Person's capital (including any instruments convertible into
equity), whether now outstanding or issued after the Effective
Date.

     "Capitalized Lease Liabilities" means all monetary
obligations of any Person or any of its Subsidiaries under any
leasing or similar arrangement which have been (or, in accordance
with GAAP, should be) classified as capitalized leases, and for
purposes of each Loan Document the amount of such obligations
shall be the capitalized amount thereof, determined in accordance
with GAAP, and the stated maturity thereof shall be the date of
the last payment of rent or any other amount due under such lease
prior to the first date upon which such lease may be terminated
by the lessee without payment of a premium or a penalty.

     "Cash Collateralize" means with respect to (a) the Loan Note
Guaranty, to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the Administrative
Agent, the Loan Note Guarantor and the Lenders participating in
Loan Note Guaranties, as collateral for the Loan Note Guaranty
Obligations, cash or deposit account balances pursuant to
documentation in form and substance reasonably satisfactory to
the Administrative Agent and the Loan Note Guarantor (which
documents are hereby consented to by the Lenders) or (b) a Letter
of Credit, the deposit of immediately available funds into a cash
collateral account maintained with (or on behalf of) the
Administrative Agent on terms satisfactory to the Administrative
Agent in an amount equal to the Stated Amount of such Letter of
Credit.  Derivatives of such term shall have corresponding
meanings.

     "Cash Equivalent Investment" means, at any time:

          (a)  any direct obligation of (or unconditionally
     guaranteed by) the United States or a State thereof (or any
     agency or political subdivision thereof, to the extent such
     obligations are supported by the full faith and credit of
     the United States or a State thereof) maturing not more than
     one year after such time;

                              -5-

          (b)  commercial paper maturing not more than 270 days
     from the date of issue, which is issued by

               (i)  a corporation (other than an Affiliate of any
          Obligor) organized under the laws of any State of the
          United States or of the District of Columbia and rated
          A-1 or higher by S&P or P-1 or higher by Moody's, or

               (ii)  any Lender (or its holding company);

          (c)  any certificate of deposit, time deposit or
     bankers acceptance, maturing not more than one year after
     its date of issuance, which is issued by either

               (i)  any bank organized under the laws of the
          United States or any State thereof and which has (x) a
          credit rating of A2 or higher from Moody's or A or
          higher from S&P and (y) a combined capital and surplus
          greater than $500,000,000, or

               (ii)  any Lender; or

          (d)  any repurchase agreement having a term of 30 days
     or less entered into with any Lender or any commercial
     banking institution satisfying the criteria set forth in
     clause (c)(i) which

               (i)  is secured by a fully perfected security
          interest in any obligation of the type described in
          clause (a), and

               (ii)  has a market value at the time such
          repurchase agreement is entered into of not less than
          100% of the repurchase obligation of such commercial
          banking institution thereunder.

     "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

     "CERCLIS" means the Comprehensive Environmental Response
Compensation Liability Information System List.

     "Change in Control" means

          (a)  the failure of the U.S. Borrower at any time to
     directly own beneficially and of record on a fully diluted
     basis at least (i) 89.99% of the outstanding Capital
     Securities of U.K. Holdings or (ii) 89.99% of the
     outstanding Capital Securities of the French Borrower, such
     Capital Securities to be held free and clear of all Liens
     (other than Liens granted under a Loan Document); or

          (b)  the failure of U.K. Holdings at any time to
     directly own beneficially and of record on a fully diluted
     basis at least (i) 99.98% of the outstanding Capital
     Securities of U.K. Acquisitions or  (ii) U.K. Acquisitions
     II, such Capital Securities to be held free and clear of all
     Liens (other than Liens granted under a Loan Document); or

                              -6-

          (c)  any person or group (within the meaning of
     Sections 13(d) and 14(d) under the Exchange Act), shall
     become the ultimate "beneficial owner" (as defined in Rules
     13d-3 and 13d-5 under the Exchange Act), directly or
     indirectly, of Capital Securities representing more than
     24.5% of the Capital Securities of the U.S. Borrower on a
     fully diluted basis; or

          (d)  during any period of 24 consecutive months,
     individuals who at the beginning of such period constituted
     the Board of Directors of the U.S. Borrower (together with
     any new directors whose election to such Board or whose
     nomination for election by the stockholders of the U.S.
     Borrower was approved by a vote of a majority of the
     directors then still in office who were either directors at
     the beginning of such period or whose election or nomination
     for election was previously so approved) cease for any
     reason to constitute a majority of the Board of Directors of
     the U.S. Borrower then in office; or

          (e)  there shall have occurred under any indenture or
     other instrument evidencing Indebtedness of or in excess of
     the Dollar Equivalent of $10,000,000 any Achange in control@
     or "change of control" (in each case as defined in such
     indenture or other evidence of Indebtedness) obligating any
     Borrower to repurchase, redeem or repay all or any part of
     the debt or Capital Securities provided for therein.

     "Closing Date Certificate" means the closing date
certificate executed and delivered by the Borrowers pursuant to
the terms of this Agreement, substantially in the form of Exhibit
D hereto.

     "Code" means the Internal Revenue Code of 1986, and the
regulations thereunder, in each case as amended, reformed or
otherwise modified from time to time.

     "Commitment" means, as the context may require, a Lender's
Revolving Loan Commitment, the Swing Line Lender's Swing Line
Loan Commitment, an Other Currency Lender's Other Currency Loan
Commitment and the Issuer's Letter of Credit Commitment.

     "Commitment Amount" means, as the context may require the
Revolving Loan Commitment Amount, the Letter of Credit Commitment
Amount, the Swing Line Loan Commitment Amount, the Other Currency
Loan Commitment Amount or the Loan Note Guaranty Commitment
Amount.

     "Commitment Termination Event" means

          (a)  the occurrence of any Event of Default described
     in clauses (a) through (d) of Section 8.1.9 with respect to
     the U.S. Borrower; or

          (b)  the occurrence and continuance of any other Event
     of Default and either

               (i)  the declaration of all or any portion of the
          Loans to be due and payable pursuant to Section 8.3, or

               (ii)  the giving of notice by the Administrative
          Agent, acting at the direction of the Required Lenders,
          to the U.S. Borrower that the Commitments have been
          terminated.

                              -7-

     "Competitive Bid Loan" means a loan made by a Lender to the
Borrower based on the LIBO Rate or the Absolute Rate as part of a
Competitive Bid Loan Borrowing resulting from the procedure
described in Section 2.8.

     "Competitive Bid Loan Acceptance" means an acceptance by the
Borrower of a Competitive Bid Loan Offer pursuant to clause (e)
of Section 2.8, substantially in the form of Exhibit K-3 attached
hereto.

     "Competitive Bid Loan Borrowing" means Competitive Bid Loans
made pursuant to the same Borrowing Request by the Lender or each
of the Lenders whose offer to make such Competitive Bid Loans as
part of such requested Borrowing has been accepted by the
Borrower pursuant to clause (e) of Section 2.8.

     "Competitive Bid Loan Maturity Date" is defined in clause
(a)(iii) of Section 2.8.

     "Competitive Bid Loan Offer" means an offer by a Lender to
make a Competitive Bid Loan pursuant to clause (c) of Section
2.8, substantially in the form of Exhibit K-2 attached hereto.

     "Competitive Bid Outstanding Balance" means, at any time,
the then aggregate outstanding principal amount of all
Competitive Bid Loans.

     "Competitive Bid Rate" means, as the context may require,
either the Absolute Rate or the LIBO Rate (plus the LIBO Rate Bid
Margin) offered by a Lender in a Competitive Bid Loan Offer in
respect of a Competitive Bid Loan proposed pursuant to Section
2.8.

     "Compliance Certificate" means a certificate duly completed
and executed by an Authorized Officer of the U.S. Borrower,
substantially in the form of Exhibit E hereto, together with such
changes thereto as the Administrative Agent may from time to time
request for the purpose of monitoring the Borrowers' compliance
with the financial covenant contained herein.

     "Consolidated Net Tangible Assets" means, at any date and
without duplication, the aggregate amount of assets of the U.S.
Borrower and its Subsidiaries (less applicable reserves and other
properly deductible items) after deducting therefrom (i) all
current liabilities, and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and
other like intangibles, all as set forth on the most recent
fiscal quarter- or Fiscal Year-end balance sheet of the U.S.
Borrower and its Subsidiaries and computed in accordance with
GAAP.

     "Contingent Liability" means any agreement, undertaking or
arrangement by which any Person guarantees, endorses or otherwise
becomes or is contingently liable upon (by direct or indirect
agreement, contingent or otherwise, to provide funds for payment,
to supply funds to, or otherwise to invest in, a debtor, or
otherwise to assure a creditor against loss) the Indebtedness of
any other Person (other than by endorsements of instruments in
the course of collection), or guarantees the payment of dividends
or other distributions upon the Capital Securities of any other
Person.  The amount of any Person's obligation under any
Contingent Liability shall (subject to any limitation set forth
therein) be deemed to be the outstanding principal amount of the
debt, obligation or other liability guaranteed thereby.

                              -8-

     "Continuation/Conversion Notice" means a notice of
continuation or conversion and certificate duly executed by an
Authorized Officer of the U.S. Borrower, substantially in the
form of Exhibit C hereto.

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

     "Credit Extension" means, as the context may require,

          (a)  the making of a Loan by a Lender;

          (b)  the issuance of any Letter of Credit, or the
     extension of any Stated Expiry Date of any existing Letter
     of Credit, by the Issuer; or

          (c)  the issuance of the Loan Note Guaranty by the Loan
     Note Guarantor.

     "Default" means any Event of Default or any condition,
occurrence or event which, after notice or lapse of time or both,
would constitute an Event of Default.

     "Defaulting Lender" is defined in Section 4.11.

     "Determination Date" is defined in Section 2.10.1.

     "Disbursement" is defined in Section 2.6.2.

     "Disbursement Date" is defined in Section 2.6.2.

     "Disclosure Schedule" means the Disclosure Schedule attached
hereto as Schedule I, as it may be amended, supplemented, amended
and restated or otherwise modified from time to time by the
Borrowers with the written consent of the Required Lenders (other
than with respect to Items 1.1 and 1.2 thereof).

     "Disposition" (or similar words such as "Dispose") means any
sale, transfer, lease, contribution or other conveyance
(including by way of merger) of, or the granting of options,
warrants or other rights to, any of the U.S. Borrower's or its
Subsidiaries' assets (including accounts receivable and Capital
Securities of Subsidiaries) to any other Person (other than to
another Subsidiary) in a single transaction or series of related
transactions.

     "Dollar" and the sign "$" mean lawful money of the United
States.

     "Dollar Equivalent" means, at any time, (a) as to any amount
denominated in Dollars, the amount thereof at such time, and (b)
as to any amount denominated in an Other Currency, the equivalent
amount in Dollars as determined by the Administrative Agent at
such time on the basis of the Spot Rate for the purchase of
Dollars with such Other Currency on the most recent Determination
Date.

                              -9-

     "Domestic Office" means the office of a Lender designated as
its "Domestic Office" on Schedule II hereto or in a Lender
Assignment Agreement, or such other office within the United
States as may be designated from time to time by notice from such
Lender to the Administrative Agent and the U.S. Borrower.

     "Dow Jones Market Screen 3740 or 3750" means the Telerate
display page designated as "3740" or "3750" on the Dow Jones
Market Service (or such other display page or service that the
Administrative Agent may choose for the purpose of displaying
British Bankers' Association interest settlement rates for
Dollars or Other Currency).

     "EBITDA" means, with respect to the Borrowers and their
Subsidiaries on a consolidated basis, for any applicable period,
the sum of

          (a)  Net Income for such period, plus

          (b)  to the extent deducted in determining Net Income,
     and without duplication, the sum of (i) amounts attributable
     to amortization, (ii) income Tax expense, (iii) Interest
     Expense and (iv) depreciation of assets and other non-cash
     charges, in each case for such period, minus

          (c) any non-recurring gains (and plus non-recurring
     losses) during such period.

     "Effective Date" means the date this Agreement becomes
effective pursuant to Section 10.8.

     "Eligible Assignees" means each Lender, any Affiliate of a
Lender, any commercial bank, commercial finance company or other
financial institution, any fund that invests in loans (including
any Related Fund) and any other Person approved in writing by the
Administrative Agent other than direct packaging industry
competitors of the U.S. Borrower identified by the U.S. Borrower
and acknowledged by the Administrative Agent.

     "EMU" means economic and monetary union as contemplated in
the Treaty on European Union.

     "EMU Legislation" means legislative measures of the European
Council for the introduction of, changeover to or operation of a
single or unified European currency (whether known as the euro or
otherwise), being in part the implementation of the third stage
of EMU.

     "Environmental Laws" means all applicable federal, state or
local statutes, laws, ordinances, codes, rules, regulations and
guidelines (including consent decrees and administrative orders)
relating to public health and safety and protection of the
environment.

     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and any successor statute thereto of similar
import, together with the regulations thereunder, in each case as
in effect from time to time.  References to Sections of ERISA
also refer to any successor Sections thereto.

     "Euro" means the single currency of Participating Member
States of the European Union.

     "Euro Unit" means a currency unit of the Euro.

                              -10-

     "Event of Default" is defined in Section 8.1.

     "Exemption Certificate" is defined in clause (e) of Section
4.6.

     "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

     "Existing Credit Agreement" means the Credit Agreement,
dated as of February 23, 2000, among the Borrowers, the lenders
party thereto and First Union as the administrative agent, as
amended, supplemented, amended and restated or otherwise modified
from time to time.

     "Facility Fee" means the applicable percentage set forth
below corresponding to the relevant Leverage Ratio:


            Leverage Ratio              Facility Fee

       Greater than or equal to            .375%
                3.5:1

       Greater than or equal to            .250%
                3.0:1

       Greater than or equal to            .250%
                2.5:1

       Greater than or equal to            .200%
                2.0:1

           Less than 2.0:1                 .150%


Notwithstanding anything to the contrary set forth in this
Agreement (including the then effective Leverage Ratio), the
Facility Fee from the Effective Date through (and including)
December 31, 2000 shall be .250%.  The Leverage Ratio used to
compute the Applicable Margin shall be the Leverage Ratio set
forth in the Compliance Certificate most recently delivered by
the Borrowers to the Administrative Agent. Changes in the
Applicable Margin resulting from a change in the Leverage Ratio
shall become effective upon delivery by the Borrowers to the
Administrative Agent of a new Compliance Certificate pursuant to
clause (c) of Section 7.1.1.  If the Borrowers fail to deliver a
Compliance Certificate within 50 days after the end of any Fiscal
Quarter (or within 90 days, in the case of the last Fiscal
Quarter of the Fiscal Year), the Applicable Margin from and
including the 51st (or 91st, as the case may be) day after the
end of such Fiscal Quarter to but not including the date the
Borrowers deliver to the Administrative Agent a Compliance
Certificate shall conclusively equal the highest Applicable
Margin set forth above.

"Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to

     (a)  the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of New York; or

                              -11-

     (b)  if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three
federal funds brokers of recognized standing selected by it.

"Fee Letter" means that certain engagement letter, dated as of
May 19, 2000, among First Union National Bank, First Union
Securities, Inc., and the U.S. Borrower, as the same may be
amended, supplemented, amended and restated or otherwise modified
from time to time.

"Field" is defined in the preamble.
"First Union" is defined in the preamble.

"Fiscal Quarter" means a quarter ending on the date set forth on
Schedule IV hereto corresponding to the last day of the 3rd, 6th,
9th or 12th period for each applicable Fiscal Year.

"Fiscal Year" means any 12 periods beginning and ending on the
dates set forth on Schedule IV hereto; references to a Fiscal
Year with a number corresponding to any calendar year (e.g., the
"2000 Fiscal Year") refer to the Fiscal Year ending on December
31 of the calendar year 2000.

"Foreign Employee Benefit Plan" means any employee benefit plan
as defined in Section 3(3) of ERISA which is maintained or
contributed to for the benefit of the employees of the Borrowers,
any of its Subsidiaries or any of its ERISA Affiliates, but which
is not covered by ERISA pursuant to ERISA Section 4(b)(4).

"Foreign Pension Plan" means any employee benefit plan as defined
in Section 3(3) of ERISA which (i) is maintained or contributed
to for the benefit of employees of the Borrowers, any of its
Subsidiaries or any of its ERISA Affiliates, (ii) is not covered
by ERISA pursuant to Section 4(b)(4) of ERISA, and (iii) under
applicable local law, is required to be funded through a trust or
other funding vehicle.

"Foreign Subsidiary" means any Subsidiary that is not a U.S.
Subsidiary.

"Fronted Other Currency Loan" is defined in Section 2.3.3.

"F.R.S. Board" means the Board of Governors of the Federal
Reserve System or any successor thereto.

"GAAP" is defined in Section 1.4.

"Georgia Pacific Indemnity" means the Amended and Restated
Indemnity Agreement, dated as of November 12, 1999, between
Wisconsin Tissue Mills Inc. and Georgia-Pacific Corporation, as
amended, supplemented, amended and restated or otherwise modified
in accordance with Section 7.2.11.

"Governmental Authority" means the government of the United
States, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other
Person exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining
to government.

"Guaranty Fee" is defined in Section 3.3.4.

                              -12-

"Hazardous Material" means

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

     (b)  any "hazardous waste", as defined by the Resource
Conservation and Recovery Act, as amended; or

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

"Hedging Obligations" means, with respect to any Person, all
liabilities of such Person under currency exchange agreements,
interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements, and all other agreements or
arrangements designed to protect such Person against fluctuations
in interest rates or currency exchange rates.

"herein", "hereof", "hereto", "hereunder" and similar terms
contained in any Loan Document refer to such Loan Document as a
whole and not to any particular Section, paragraph or provision
of such Loan Document.

"Honor Date" is defined in clause (b) of Section 2.7.1.

"Immaterial Subsidiary" means each Subsidiary of the U.S.
Borrower that (a) accounted for no more than 5% of the
consolidated gross revenues of the U.S. Borrower and its
Subsidiaries, (b) has assets which represent no more than 5% of
the consolidated gross assets of the U.S. Borrower and its
Subsidiaries, in each case, as of the last day of the most
recently completed Fiscal Quarter with respect to which, pursuant
to clauses (a) or (b) of Section 7.1.1, financial statements have
been, or are required to have been, delivered by the U.S.
Borrower and (c) has been identified as such on Item 1.1 of the
Disclosure Schedule ("Immaterial Subsidiaries"), as such Item is
updated from time to time with prior notice to the Administrative
Agent.

"Impermissible Qualification" means any qualification or
exception to the opinion or certification of any independent
public accountant as to any financial statement of the U.S.
Borrower

     (a)  which is of a "going concern" or similar nature;

     (b)  which relates to the limited scope of examination of
matters relevant to such financial statement; or

     (c)  which relates to the treatment or classification of any
item in such financial statement and which, as a condition to its
removal, would require an adjustment to such item the effect of
which would be to cause the Borrowers to be in Default.

"Inactive Subsidiary" means each Subsidiary listed on Item 1.2 of
the Disclosure Schedule ("Inactive Subsidiaries"), as such Item
is updated from time to time with prior notice to the
Administrative Agent.

                              -13-

"include" and "including" means including without limiting the
generality of any description preceding such term, and, for
purposes of each Loan Document, the parties hereto agree that the
rule of ejusdem generis shall not be applicable to limit a
general statement, which is followed by or referable to an
enumeration of specific matters, to matters similar to the
matters specifically mentioned.

"Increase Consent Date" is defined in clause (b) of Section
2.2.3.
"Increased Commitment Date" is defined in clause (d) of Section
2.2.3.

"Increase Request" means an Increase Request, substantially in
the form of Exhibit J-1 hereto, duly executed and delivered by an
Authorized Officer of the U.S. Borrower pursuant to the terms of
this Agreement.

"Increasing Lender" is defined in clause (b) of Section 2.2.3.

"Indebtedness" of any Person means:

     (a)  all obligations of such Person for borrowed money or
advances and all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments;

     (b)  all obligations, contingent or otherwise, relative to
the face amount of all letters of credit, whether or not drawn,
and banker's acceptances issued for the account of such Person;

     (c)  all Capitalized Lease Liabilities of such Person;

     (d)  for purposes of Section 8.1.5 only, all other items
which, in accordance with GAAP, would be included as liabilities
on the liability side of the balance sheet of such Person as of
the date at which Indebtedness is to be determined;

     (e)  net liabilities of such Person under all Hedging
Obligations;

     (f)  whether or not so included as liabilities in accordance
with GAAP, all obligations of such Person to pay the deferred
purchase price of property or services excluding trade accounts
payable in the ordinary course of business which are not overdue
for a period of more than 90 days or, if overdue for more than 90
days, as to which a dispute exists and adequate reserves in
conformity with GAAP have been established on the books of such
Person, and indebtedness secured by (or for which the holder of
such indebtedness has an existing right, contingent or otherwise,
to be secured by) a Lien on property owned or being acquired by
such Person (including indebtedness arising under conditional
sales or other title retention agreements), whether or not such
indebtedness shall have been assumed by such Person or is limited
in recourse;

     (g)  obligations arising under Synthetic Leases;

     (h)  all Receivables Facility Outstandings; and

     (i)  all Contingent Liabilities of such Person in respect of
any of the foregoing.

                              -14-

The Indebtedness of any Person shall include the Indebtedness of
any other Person (including any partnership in which such Person
is a general partner) to the extent such Person is liable
therefor as a result of such Person's ownership interest in or
other relationship with such Person, except to the extent the
terms of such Indebtedness provide that such Person is not liable
therefor. Notwithstanding anything else to the contrary contained
in this definition of "Indebtedness", the Georgia Pacific
Indemnity shall not constitute Indebtedness for the purpose of
calculating any of the financial covenants (including the
Applicable Margin and Applicable Commitment Fee Margin) set forth
in Section 7.2.4.
"Indemnified Liabilities" is defined in Section 10.4.

"Indemnified Parties" is defined in Section 10.4.

"Investment Grade" means, with respect to any Person's senior
unsecured unsupported long-term Indebtedness, a rating of BBB- or
higher issued by S&P and a rating of Baa3 or higher issued by
Moody's.

"Interest Coverage Ratio" means, at the last day any Fiscal
Quarter, the ratio computed for the period consisting of such
Fiscal Quarter and each of the three immediately preceding Fiscal
Quarters of:

     (a) EBITDA (for all such Fiscal Quarters)

to

     (b)  the sum (for all such Fiscal Quarters) of Interest
Expense;

provided, however, that for the (i) first Fiscal Quarter
following the Effective Date, EBITDA and Interest Expense shall
be the amount of EBITDA and Interest Expense, respectively, for
such Fiscal Quarter, (ii) second Fiscal Quarter following the
Effective Date, EBITDA and Interest Expense shall be the amount
of EBITDA and Interest Expense, respectively, for such Fiscal
Quarter and the immediately preceding Fiscal Quarter and (iii)
third Fiscal Quarter following the Effective Date, EBITDA and
Interest Expense shall be the amount of EBITDA and Interest
Expense, respectively, for such Fiscal Quarter and the
immediately two preceding Fiscal Quarters.

"Interest Expense" means, for any applicable period, the
aggregate interest expense (both accrued and paid, and net of
interest income paid during such period to the U.S. Borrower and
its Subsidiaries) of the U.S. Borrower and its Subsidiaries for
such Fiscal Quarter, including the portion of any payments made
in respect of Capitalized Lease Liabilities allocable to interest
expense and interest (or other fees in the nature of interest or
discount accrued and paid or payable in cash for such Fiscal
Quarter) in respect of the Permitted Receivables Transaction.

"Interest Period" means,

     (a)  relative to any LIBO Rate Loan, the period beginning on
(and including) the date on which such LIBO Rate Loan is made or
continued as, or converted into, a LIBO Rate Loan pursuant to
Sections 2.3 or 2.4 and shall end on (but exclude) the day which
numerically corresponds to such date one, two or three months
thereafter (or, if such month has no numerically corresponding
day, on the last Business Day of such month), as the U.S.
Borrower may select in its relevant notice pursuant to Sections
2.3 or 2.4;

                              -15-

     (b)  relative to each Competitive Bid Loan made at a LIBOR
Auction, the period commencing on the date of such Borrowing and
ending one, two, three or six months thereafter, as the Borrower
may elect in accordance with Section 2.8;

provided that, in the case of either clause (a) or (b) above:

          (i)  the U.S. Borrower shall not be permitted to select
     Interest Periods to be in effect at any one time which have
     expiration dates occurring on more than eight different
     dates;

          (ii)  if such Interest Period would otherwise end on a
     day which is not a Business Day, such Interest Period shall
     end on the next following Business Day (unless such next
     following Business Day is the first Business Day of a
     calendar month, in which case such Interest Period shall end
     on the Business Day next preceding such numerically
     corresponding day); and

          (iii) no Interest Period for any Loan may end later
     than the Stated Maturity Date for such Loan.

AInvestment@ means, relative to any Person,

     (a)  any loan, advance or extension of credit made by, or
Contingent Liability entered into by, such Person to or for the
benefit of any other Person, including the purchase by such
Person of any bonds, notes, debentures or other debt securities
of any other Person; and

     (b)  any Capital Securities held by such Person in any other
Person.

The amount of any Investment shall be the original principal or
capital amount thereof less all returns of principal or equity
thereon and shall, if made by the transfer or exchange of
property other than cash, be deemed to have been made in an
original principal or capital amount equal to the fair market
value of such property at the time of such Investment.

"Issuance Request" means a Letter of Credit request certificate
duly executed by an Authorized Officer of the U.S. Borrower,
substantially in the form of Exhibit B-2 hereto.

"Issuer" means the Administrative Agent in its capacity as Issuer
of the Letters of Credit.  At the request of the Administrative
Agent and with the U.S. Borrower's consent (not to be
unreasonably withheld), another Lender or an Affiliate of the
Administrative Agent may issue one or more Letters of Credit
hereunder.

"Judgment Currency" is defined in Section 10.17.

"Lender Assignment Agreement" means an assignment agreement
substantially in the form of Exhibit H hereto.

"Lenders" is defined in the preamble (and includes any Person
that becomes a Lender pursuant to Section 10.11.1).

"Lender's Environmental Liability" means any and all losses,
liabilities, obligations, penalties, claims, litigation, demands,
defenses, costs, judgments, suits, proceedings, damages
(including consequential damages), disbursements or expenses of

                              -16-

any kind or nature whatsoever (including reasonable attorneys'
fees at trial and appellate levels and experts' fees and
disbursements and expenses incurred in investigating, defending
against or prosecuting any litigation, claim or proceeding) which
may at any time be imposed upon, incurred by or asserted or
awarded against the Administrative Agent, any Lender, the Issuer,
the Loan Note Guarantor or any of such Person's Affiliates,
shareholders, directors, officers, employees, and agents in
connection with or arising from:

     (a)  any Hazardous Material on, in, under or affecting all
or any portion of any property of the U.S. Borrower or any of its
Subsidiaries, the groundwater thereunder, or any surrounding
areas thereof to the extent caused by Releases from the U.S.
Borrower's or any of its Subsidiaries' or any of their respective
predecessors' properties;

     (b)  any misrepresentation, inaccuracy or breach of any
warranty, contained or referred to in Section 6.12;

     (c)  any violation or claim of violation by the U.S.
Borrower or any of its Subsidiaries of any Environmental Laws; or

     (d)  the imposition of any lien for damages caused by or the
recovery of any costs for the cleanup, release or threatened
release of Hazardous Material by the U.S. Borrower or any of its
Subsidiaries, or in connection with any property owned or
formerly owned by the U.S. Borrower or any of its Subsidiaries.

"Letter of Credit" is defined in Section 2.1.2.

"Letter of Credit Commitment" means the Issuer's obligation to
issue Letters of Credit pursuant to Section 2.1.2 and, with
respect to each Revolving Loan Lender, the obligations of each
such Lender to participate in such Letters of Credit pursuant to
Section 2.6.1.

"Letter of Credit Commitment Amount" means, on any date, a
maximum amount of $20,000,000, as such amount may be permanently
reduced from time to time pursuant to Section 2.2.

"Letter of Credit Outstandings" means, on any date, an amount
equal to the sum of (a) the then aggregate amount which is
undrawn and available under all issued and outstanding Letters of
Credit, and (b) the then aggregate amount of all unpaid and
outstanding Reimbursement Obligations.

"Leverage Ratio" means, as at the last day of any Fiscal Quarter,
the ratio of

     (a)  Total Debt outstanding on the last day of such Fiscal
Quarter

to

     (b) Adjusted EBITDA computed for the period consisting of
such Fiscal Quarter and each of the three immediately preceding
Fiscal Quarters.

"LIBO Rate" means, relative to any Interest Period, either (a)
the rate of interest per annum determined by the Administrative
Agent (rounded upward to the nearest 1/16 of 1%) appearing on, in
the case of Dollars, the Dow Jones Market Screen 3740 or 3750 and
in the case of Other Currency, Reuters screen LIBO page QOLIBOR1

                              -17-

(or, in each case, if more than one rate appears on such screen,
the arithmetic mean for all such rates rounded upward to the
nearest 1/16 of 1%) as the London interbank offered rate for
deposits in the applicable currency at approximately 11:00 A.M.,
London time, on the second full Business Day preceding the first
day of such Interest Period, and in an amount approximately equal
to the amount of the Administrative Agent's LIBO Rate Loan and
for a period approximately equal to such Interest Period or (b)
if such rate is for any reason not available, the rate per annum
equal to the rate at which the Administrative Agent or its
designee is offered deposits in such currency at or about 11:00
A.M. London, England time, two Business Days prior to the
beginning of such Interest Period in the interbank eurodollar
market where the eurodollar and foreign currency and exchange
operations in respect of its LIBO Rate Loans are then being
conducted for settlement in immediately available funds, for
delivery on the first day of such Interest Period for the number
of days comprised therein, and in an amount comparable to the
amount of its LIBO Rate Loan to be outstanding during such
Interest Period.

"LIBO Rate Bid Margin" means, in respect of Competitive Bid Loans
based on a LIBOR Auction, the margin above or below the
applicable LIBO Rate offered for each such Competitive Bid Loan,
expressed as a percentage (rounded to the nearest 1/16th of 1%)
to be added to such rate.

"LIBO Rate Loan" means a Loan bearing interest, at all times
during an Interest Period applicable to such Loan, at a rate of
interest determined by reference to the LIBO Rate (Reserve
Adjusted).

"LIBO Rate (Reserve Adjusted)" means, relative to any Loan to be
made, continued or maintained as, or converted into, a LIBO Rate
Loan for any Interest Period,

     (a)  which is denominated in Dollars, a rate per annum
(rounded upwards, if necessary, to the nearest 1/16 of 1%)
determined pursuant to the following formula:


             LIBO Rate (Reserve   =          LIBO Rate
                  Adjusted)
                                       1.00 - LIBOR Reserve
                                            Percentage

     (b)  which is denominated in Sterling or Euro Units (and
funded by the Lenders in the United Kingdom), a rate per annum
(rounded upwards, if necessary, to the nearest 1/16 of 1%)
determined pursuant to the following formula:

             LIBO Rate (Reserve   =   LIBO Rate + Associated
                  Adjusted)                   Costs

The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO
Rate Loans will be determined by the Administrative Agent on the
basis of the LIBOR Reserve Percentage in effect two Business Days
before the first day of such Interest Period.

"LIBOR Auction" means a solicitation of Competitive Bid Loan
quotes pursuant to Section 2.8 hereof based on the LIBO Rate.

"LIBOR Office" means the office of a Lender designated as its
"LIBOR Office" on Schedule II hereto or in a Lender Assignment
Agreement, or such other office designated from time to time by
notice from such Lender to the U.S. Borrower and the
Administrative Agent, whether or not outside the United States,

                              -18-

which shall be making or maintaining the LIBO Rate Loans of such
Lender or Competitive Bid Loans based on a LIBOR Auction.

"LIBOR Reserve Percentage" means, relative to any Interest Period
for LIBO Rate Loans, the reserve percentage (expressed as a
decimal) equal to the maximum aggregate reserve requirements
(including all basic, emergency, supplemental, marginal and other
reserves and taking into account any transitional adjustments or
other scheduled changes in reserve requirements) specified under
regulations issued from time to time by the F.R.S. Board and then
applicable to assets or liabilities consisting of or including
"Eurocurrency Liabilities", as currently defined in Regulation D
of the F.R.S. Board, having a term approximately equal or
comparable to such Interest Period.

"Lien" means any security interest, mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or otherwise), charge against or interest in property,
or other priority or preferential arrangement of any kind or
nature whatsoever, to secure payment of a debt or performance of
an obligation.

"Loan" means, as the context may require, a Revolving Loan, a
Competitive Bid Loan, an Other Currency Loan or a Swing Line Loan
of any type.

"Loan Documents" means, collectively, this Agreement, the Letters
of Credit, the Notes, each Rate Protection Agreement, the Fee
Letter, the Loan Note Guaranty, the Subsidiary Guaranty, each
Pledge Agreement, each agreement pursuant to which the
Administrative Agent is granted a Lien to secure any Obligations
(including each Pledge Agreement) and each other agreement,
certificate, document or instrument delivered in connection with
any Loan Document, whether or not specifically mentioned herein
or therein.

"Loan Note Advance" is defined in clause (b) of Section 2.7.1.

"Loan Note Guaranty" means a payment guaranty of the Loan Note
Guarantor of the Loan Notes pursuant to a Deed constituting
Floating Rate Unsecured Loan Notes 2005, dated February 23, 2000
executed and delivered by an Authorized Officer of the Loan Note
Guarantor.

"Loan Note Guaranty Commitment Amount" means, on any date,
L54,000,000, as such amount may be reduced from time to time.

"Loan Note Guarantor" means First Union, London Branch.

"Loan Note Guaranty Obligations" means at any time the sum of (a)
the aggregate undrawn amount of the Loan Note Guaranty plus (b)
the amount of all unreimbursed drawings under the Loan Note
Guaranty, including all Loan Note Advances.

"Loan Notes" means notes issued by U.K. Acquisitions II to former
individual shareholders of Boxmore pursuant to a Deed
constituting Floating Rate Unsecured Loan Notes, as payment for
the Capital Securities of Boxmore.

"Material Adverse Effect" means a material adverse effect on (a)
the assets, business, condition (financial or otherwise),
operations, liabilities, debt service capacity, performance,
properties or prospects of any Borrower, the U.S. Borrower and

                              -19-

its Subsidiaries taken as a whole, (b) the rights and remedies of
any Secured Party under any Loan Document or (c) the ability of
any Obligor to perform its Obligations under any Loan Document.

"Material Obligor" means each Obligor that is not an Immaterial
Subsidiary.

"Material U.S. Subsidiary" means any Subsidiary of the U.S.
Borrower that is not (a) an Inactive Subsidiary, (b) an
Immaterial Subsidiary, (c) Receivables Co., or (d) a Foreign
Subsidiary.

"Merge" means for any Person to liquidate or dissolve,
consolidate with, or merge into or with, any other Person, or
purchase or otherwise acquire all or substantially all of the
assets of any Person (or any division thereof)

"Moody's" means Moody's Investors Service, Inc.

"National Currency Unit" means a unit of currency (other than a
Euro Unit) of a Participating Member State.

"Net Income" means, for any period, the aggregate of all amounts
(including all amounts in respect of any extraordinary gains and
including extraordinary losses) which would be included as net
income on the consolidated financial statements of the U.S.
Borrower and its Subsidiaries for such period.

"Net Tangible Assets" means, at any date, the aggregate amount of
assets of the U.S. Borrower and its Subsidiaries (less applicable
reserves and other properly deductible items) after deducting
therefrom (a) all current liabilities, and (b) all goodwill,
trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all as set forth on the most
recent Fiscal Quarter or Fiscal Year-end balance sheet of the
U.S. Borrower and its Subsidiaries.

"Net Worth" means, at any time, all amounts which, in accordance
with GAAP consistently applied, would be included under
shareholders' equity on a consolidated balance sheet of the U.S.
Borrower and its Subsidiaries at such time; provided that, in any
event, such amounts are to be net of amounts carried on the books
of the U.S. Borrower and its Subsidiaries for (a) any treasury
stock, (b) any write-up in the book value of any assets of the
U.S. Borrower or any of its Subsidiaries resulting from a
revaluation thereof and (c) foreign currency translation
adjustments, in accordance with GAAP.

"New Lender" is defined in clause (c) of Section 2.2.3.

"No Less Favorable Terms and Conditions" means, with respect to
any refinancing of any Indebtedness permitted hereunder, terms
and conditions which are no less favorable to the Lenders and
evidenced by documentation which shall not (a) increase the
principal amount of such outstanding Indebtedness, (b) reduce
either the tenor or the average life of such Indebtedness, (c)
change the respective primary obligor(s) on the refinancing
Indebtedness (d) change the security, if any, for the refinancing
Indebtedness (except to the extent that less security is granted
to holders of such refinancing Indebtedness) and (e) afford the
holders of such refinancing Indebtedness other covenants,
defaults, rights or remedies, taken as a whole, more burdensome
to the obligor(s) than those contained in such Indebtedness (and
in the case of Subordinated Debt, none of the subordination
provisions contained in the refinancing Indebtedness shall be

                              -20-

less favorable to the Lenders, the Issuer, the Loan Note
Guarantor and the Administrative Agent than the Indebtedness so
refinanced).

"Non-Excluded Taxes" means any Taxes other than net income and
franchise Taxes imposed with respect to any Secured Party by a
Governmental Authority under the laws of which such Secured Party
is organized or in which it maintains its applicable lending
office.

"Non-Increasing Lender" is defined in clause (b) of Section
2.2.3.
"Non-U.S. Lender" means any Lender that is not a "United States
person", as defined under Section 7701(a)(30) of the Code.

"Note" means, a joint and several promissory note of the
Borrowers payable to any Lender, in the form of Exhibit A hereto
(as such promissory note may be amended, endorsed or otherwise
modified from time to time), evidencing the aggregate
Indebtedness of the Borrowers to such Lender resulting from
outstanding Loans, and also means all other promissory notes
accepted from time to time in substitution therefor or renewal
thereof.

"Obligations" means all obligations (monetary or otherwise,
whether absolute or contingent, matured or unmatured) of the
Borrowers and each other Obligor arising under or in connection
with a Loan Document, including Reimbursement Obligations and the
principal of and premium, if any, and interest (including
interest accruing during, or which would have accrued but for,
the pendency of any proceeding of the type described in Section
8.1.9, whether or not allowed in such proceeding) on the Loans.

"Obligor" means, as the context may require, each Borrower and
each other Person (other than a Secured Party) obligated under
any Loan Document.

"Organic Document" means, relative to any Obligor, as applicable,
its certificate of incorporation, by-laws, certificate of
partnership, partnership agreement, certificate of formation,
limited liability agreement, operating agreement and all
shareholder agreements, voting trusts and similar arrangements
applicable to any of such Obligor's partnership interests,
limited liability company interests or authorized shares of
Capital Securities.

"Other Currency" means Sterling and Euro Units.

"Other Currency Lenders" means each Lender that has a Revolving
Loan Commitment and makes Other Currency Loans or purchases
participations in Other Currency Loans pursuant to Section 2.3.3.

"Other Currency Loans" is defined in clause (c) of Section 2.1.1.

"Other Currency Loan Commitment" is defined in clause (c) of
Section 2.1.1.

"Other Currency Loan Commitment Amount" means, on any date,
$450,000,000, as such amount may be reduced or increased from
time to time pursuant to Section 2.2, or increased in conjunction
with an increase in the Revolving Loan Commitment Amount.

"Other Currency Loan Participation" is defined in Section 2.3.3.

                              -21-

"Other Person" is defined in the definition of "Subsidiary".

"Other Taxes" means any and all stamp, documentary or similar
Taxes, or any other excise or property Taxes or similar levies
that arise on account of any payment made or required to be made
under any Loan Document or from the execution, delivery,
registration, recording or enforcement of any Loan Document.

"Participant" is defined in Section 10.11.2.

"Participating Lender" means each Lender that has certified to
the Administrative Agent that it is unable to make Other Currency
Loans.

"Participating Member State" means each such state so described
in any EMU Legislation.

"PBGC" means the Pension Benefit Guaranty Corporation and any
Person succeeding to any or all of its functions under ERISA.

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

"Percentage" means, relative to any Lender, the applicable
percentage relating to Revolving Loans set forth opposite its
name on Schedule II hereto under the Revolving Loan Commitment
column or set forth in a Lender Assignment Agreement under the
Revolving Loan Commitment column, as such percentage may be
adjusted from time to time pursuant to Lender Assignment
Agreements executed by such Lender and its Assignee Lender and
delivered pursuant to Section 10.11.1 or pursuant to the
operation of Section 2.2.3.

"Permitted Acquisition" means an acquisition (whether pursuant to
an acquisition of Capital Securities, assets or otherwise) by the
U.S. Borrower or any Subsidiary from any Person of a business in
which the following conditions are satisfied:

     (a   immediately before and after giving effect to such
acquisition no Default shall have occurred and be continuing or
would result therefrom on a pro forma basis (including under
Section 7.2.1);

     (b   such acquisition has been approved and recommended by
the board of directors or general partner (or similar entity) of
the Person to be acquired or which owns the assets to be
acquired;

     (c   the Borrower shall have furnished to the Administrative
Agent (which shall promptly distribute the same to the Lenders),
prior to the consummation of such acquisition, pro forma
projections and other details (with reasonable assumptions) with
respect to the Person, Persons, or assets to be acquired; and

     (d   the total cash consideration (including assumed
Indebtedness) payable in respect of any one acquisition does not
exceed (i) $150,000,000 for any such acquisition and (ii)
$400,000,000 in the aggregate of all such acquisitions; provided,
however that such amounts shall be reduced, Dollar-for-Dollar by
each Investment of the U.S. Borrower and its Subsidiaries in any
Person pursuant to clause (h) of Section 7.2.5.

                              -22-

"Permitted Liens" is defined in Section 7.2.3.

"Permitted Receivables Transaction" means any transaction
providing for the sale or financing of Accounts with customary
limited recourse based on the collectability of the Accounts
sold; provided, however, that the expiration date, term,
conditions and structure (including the legal and organizational
structure of Receivables Co. and the restrictions imposed on its
activities) of, and the documentation relating to, the Permitted
Receivables Transaction must be on terms and conditions
reasonably satisfactory to the Administrative Agent and the
Indebtedness incurred by Receivables Co. shall not exceed the
aggregate principal amount of $175,000,000 outstanding at any one
time.

"Person" means any natural person, corporation, limited liability
company, partnership, joint venture, association, trust or
unincorporated organization, Governmental Authority or any other
legal entity, whether acting in an individual, fiduciary or other
capacity.

"Pledge Agreement" means, as the context may require, the U.S.
Borrower Foreign Pledge Agreement or the U.K. Borrower Pledge
Agreement and any other agreement pursuant to which the
Administrative Agent is granted a Lien on Capital Securities.

"Pledged Subsidiary" means each Subsidiary in respect of which
the Administrative Agent has been granted a security interest in
or a pledge of any of the Capital Securities of such Subsidiary.

"Quarterly Payment Date" means the last day of March, June,
September and December, or, if any such day is not a Business
Day, the next succeeding Business Day.

"Rate Protection Agreement" means, collectively, any interest
rate swap, cap, collar or similar agreement entered into by the
U.S. Borrower or any of its Subsidiaries under which the
counterparty of such agreement is (or at the time such agreement
was entered into, was) a Lender or an Affiliate of a Lender.

"Receivables Co." means any special purpose, bankruptcy-remote
wholly-owned Subsidiary of the Company organized after the date
hereof (or such other Person agreed to by the Administrative
Agent) that purchases Accounts generated by the U.S. Borrower or
any of its Subsidiaries in connection with the Permitted
Receivables Transaction.

"Receivables Facility Outstandings" means, at any date of
determination, with respect to the Permitted Receivables
Transaction, the aggregate cash proceeds received by the U.S.
Borrower or any of its Subsidiaries from the sale or financing of
Accounts pursuant to the Permitted Receivables Transaction which
are outstanding on the date of determination.

"Refinancing" is defined in the second recital.

"Refunded Swing Line Loans" is defined in clause (b) of Section
2.3.2.

"Refunded Other Currency Loans" is defined in Section 2.3.3.

                              -23-

"Register" is defined in clause (b)(i) of Section 2.9.

"Reimbursement Obligation" is defined in Section 2.6.3.
"Related Fund" means, with respect to any Lender which is a fund
that invests in loans, any other fund that invests in loans and
whose decisions relating to such loans are controlled (by
contract or otherwise) by the same investment advisor as such
Lender or by an Affiliate of such investment advisor.

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

"Replacement Lender" is defined in clause (g) of Section 10.11.1.

"Required Lenders" means, (a) at any time that there is more than
one Lender and any Lender holds greater than 50% of the Total
Exposure Amount, such Lender plus one other Lender, and (b) at
any other time, Lenders holding greater than 50% of the Total
Exposure Amount.

"Resource Conservation and Recovery Act" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq.,
as amended.

"Restricted Payment" means the declaration or payment of any
dividend (other than dividends payable solely in Capital
Securities of the U.S. Borrower or any Subsidiary) on, or the
making of any payment or distribution on account of, or setting
apart assets for a sinking or other analogous fund for, the
purchase, redemption, defeasance, retirement or other acquisition
of any class of Capital Securities of the U.S. Borrower or any
Subsidiary or any warrants or options to purchase any such
Capital Securities, whether now or hereafter outstanding, or the
making of any other distribution in respect thereof, either
directly or indirectly, whether in cash or property, obligations
of the U.S. Borrower or any Subsidiary or otherwise.

"Revolving Loans" is defined in clause (a) of Section 2.1.1.

"Revolving Loan Commitment" means, relative to any Lender, such
Lender's obligation (if any) to make Revolving Loans pursuant to
clause (a) of Section 2.1.1.

"Revolving Loan Commitment Acceptance" means the Revolving Loan
Commitment Acceptance executed and delivered by a New Lender
pursuant to the terms of this Agreement, substantially in the
form of Exhibit J-2 hereto.

"Revolving Loan Commitment Amount" means, on any date, the Dollar
Equivalent of $450,000,000, as such amount may be reduced or
increased from time to time pursuant to Section 2.2; provided,
however, that the Revolving Loan Commitment Amount shall not
exceed an amount equal to $600,000,000.

"Revolving Loan Commitment Termination Date" means the earliest
of

     (a   June 30, 2005;

     (b   the date on which the Revolving Loan Commitment Amount
is terminated in full or reduced to zero pursuant to the terms of
this Agreement; and

     (c   the date on which any Commitment Termination Event
occurs.

                              -24-

Upon the occurrence of any event described above, the Revolving
Loan Commitments shall terminate automatically and without any
further action.

"Revolving Loan Lender" is defined in clause (a) of Section
2.1.1.

"S&P" means Standard & Poor's Rating Services, a division of
McGraw-Hill, Inc.

"SEC" means the Securities and Exchange Commission.

"Secured Parties" means, collectively, the Lenders, the Issuer,
the Loan Note Guarantor, the Administrative Agent, each
counterparty to a Rate Protection Agreement that is (or at the
time such Rate Protection Agreement was entered into, was) a
Lender or an Affiliate thereof and (in each case), each of their
respective successors, transferees and assigns.

"Senior Notes" means (a) the U.S. Borrower's 7.20% Debentures due
March 15, 2005 in an original stated amount of $85,000,000, (b)
the U.S. Borrower's 10 3/8% Senior Notes due October 1, 2000 in
an original stated amount of $55,000,000 and (c) the U.S.
Borrower's 9 7/8% Debentures due May 1, 2003 in an original
stated amount of $60,000,000.

"Senior Notes Documents" means the Indenture, dated as of July
15, 1985, between The Bank of New York, as trustee and the U.S.
Borrower, each supplement thereto, the Senior Notes, in each
case, as amended, supplemented, amended and restated or otherwise
modified in accordance with Section 7.2.11.

"Senior Notes Obligations" means all obligations (monetary or
otherwise, whether absolute or contingent, matured or unmatured)
of the U.S. Borrower arising under or in connection with any
Senior Notes Documents.

"Sharing Agreements" means (a) the Activities Agreement, dated as
of November 12, 1987, among the U.S. Borrower and various
Subsidiaries and (b) the Services Agreement, dated as of December
31, 1997, among the U.S. Borrower and various Subsidiaries; in
each case, as amended, supplemented, amended and restated or
otherwise modified in accordance with Section 7.2.11.

"Solvent" means, with respect to any Person and its Subsidiaries
on a particular date, that on such date (a) the fair value of the
property of such Person and its Subsidiaries on a consolidated
basis is greater than the total amount of liabilities, including
contingent liabilities, of such Person and its Subsidiaries on a
consolidated basis, (b) the present fair salable value of the
assets of such Person and its Subsidiaries on a consolidated
basis is not less than the amount that will be required to pay
the probable liability of such Person and its Subsidiaries on a
consolidated basis on its debts as they become absolute and
matured, (c) such Person does not intend to, and does not believe
that it or its Subsidiaries will, incur debts or liabilities
beyond the ability of such Person and its Subsidiaries to pay as
such debts and liabilities mature, and (d) such Person and its
Subsidiaries on a consolidated basis is not engaged in business
or a transaction, and such Person and its Subsidiaries on a
consolidated basis is not about to engage in business or a
transaction, for which the property of such Person and its
Subsidiaries on a consolidated basis would constitute an
unreasonably small capital.  The amount of Contingent Liabilities
at any time shall be computed as the amount that, in light of all
the facts and circumstances existing at such time, can reasonably
be expected to become an actual or matured liability.

                              -25-

"Spot Rate" for any Other Currency means the rate quoted by the
Administrative Agent as the spot rate for the purchase by the
Administrative Agent of such Other Currency with Dollars through
its foreign exchange trading office at approximately 9:00 a.m. on
the date two Business Days prior to the date as of which the
foreign exchange computation is made.

"Stated Amount" means, on any date and with respect to a (a)
particular Letter of Credit, the total amount then available to
be drawn under such Letter of Credit and (b) the Loan Note
Guaranty, the total amount available to be drawn under the Loan
Note Guaranty.

"Stated Expiry Date" is defined in Section 2.6.

"Stated Maturity Date" means June 30, 2005.

"Sterling" and "L" mean the lawful currency of the United Kingdom
of Great Britain and Northern Ireland.

"Stock Exchange" means London Stock Exchange Limited.

"Sub Debt Documents" means, collectively, the loan agreements,
indentures, note purchase agreements, promissory notes,
guarantees, and other instruments and agreements evidencing the
terms of Subordinated Debt, as amended, supplemented, amended and
restated or otherwise modified in accordance with Section 7.2.11.

"Subordinated Debt" means unsecured Indebtedness of the U.S.
Borrower or any of its Subsidiaries subordinated in right of
payment to the Obligations pursuant to documentation containing
redemption and other prepayment events, maturities, amortization
schedules, covenants, events of default, remedies, acceleration
rights, subordination provisions and other material terms
satisfactory to the Administrative Agent.

"Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership or other entity ("Other
Person") of which more than 50% of the Voting Securities of such
Other Person (irrespective of whether at the time Capital
Securities of any other class or classes of such Other Person
shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned or
controlled by such Person, by such Person and one or more other
Subsidiaries of such Person, or by one or more other Subsidiaries
of such Person.  Unless the context otherwise specifically
requires, the term "Subsidiary" shall be a reference to a
Subsidiary of the U.S. Borrower.

"Subsidiary Guarantor" means each Subsidiary of the U.S. Borrower
that has executed and delivered to the Administrative Agent the
Subsidiary Guaranty.

"Subsidiary Guaranty" means the subsidiary guaranty executed and
delivered by each Material U.S. Subsidiary pursuant to the terms
of this Agreement, substantially in the form of Exhibit G hereto,
as amended, supplemented, amended and restated or otherwise
modified from time to time.

"Swing Line Lender" means the Administrative Agent, in its
capacity as the Swing Line Lender.

"Swing Line Loan" is defined in clause (b) of Section 2.1.1.

                              -26-

"Swing Line Loan Commitment" is defined in clause (b) of Section
2.1.1.

"Swing Line Loan Commitment Amount" means, on any date,
$10,000,000.

"Synthetic Lease" means, as applied to any Person, any lease
(including leases that may be terminated by the lessee at any
time) of any property (whether real, personal or mixed) (a) that
is not a capital lease in accordance with GAAP and (b) in respect
of which the lessee retains or obtains ownership of the property
so leased for federal income Tax purposes, other than any such
lease under which that Person is the lessor.

"Taxes" means any and all income, stamp or other taxes, duties,
levies, imposts, charges, assessments, fees, deductions or
withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority, and all
interest, penalties or similar liabilities with respect thereto.

"Termination Date" means the date on which all Obligations have
been paid in full in cash, all Letters of Credit have been
terminated, expired or Cash Collateralized, the Loan Note
Guaranty has been terminated, expired or Cash Collateralized, all
Rate Protection Agreements have been terminated and all
Commitments shall have permanently terminated.

"Timberlands" means all or substantially all of the timberlands
held by the U.S. Borrower and its Subsidiaries.

"Total Debt" means, on any date, without duplication, the
outstanding principal amount of all Indebtedness of the U.S.
Borrower and its Subsidiaries of the type referred to in clause
(a), clause (b), clause (c), clause (g) and clause (h), in each
case of the definition of "Indebtedness" (exclusive of
intercompany Indebtedness between the U.S. Borrower and its
Subsidiaries) and any Contingent Liability in respect of any of
the foregoing.

"Total Exposure Amount" means, on any date of determination (and
without duplication), the outstanding principal amount of all
Loans, the aggregate amount of all Letter of Credit Outstandings,
Loan Note Guaranty Obligations and the unfunded amount of the
Commitments.

"Treaty on European Union" means the Treaty of Rome of 25 March
1957, as amended by the Single European Act 1986 and the
Maastricht Treaty (which was signed at Maastricht on 7 February
1992, and came into force on 1 November 1993) as amended from
time to time.

"type" means, relative to any Loan, the portion thereof, if any,
being maintained as a Base Rate Loan or a LIBO Rate Loan.

"UCC" means the Uniform Commercial Code as in effect from time to
time in the State of New York; provided, that if, with respect to
any financing statement or by reason of any provisions of law,
the perfection or the effect of perfection or non-perfection of
the security interests granted to the Administrative Agent
pursuant to the applicable Loan Document is governed by the
Uniform Commercial Code as in effect in a jurisdiction of the
United States other than New York, UCC means the Uniform
Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions of each Loan Document
and any financing statement relating to such perfection or effect
of perfection or non-perfection.
"U.K. Acquisitions I" is defined in the preamble.

                              -27-

"U.K. Acquisitions II" is defined in the preamble.

"U.K. Borrower Pledge Agreement" means the Deed of Charge and
Memorandum of Deposit executed and delivered by an Authorized
Officer of each U.K. Borrower (other than Field and Boxmore),
substantially in the form of Exhibit F-2 hereto, as amended,
supplemented, amended and restated or otherwise modified from
time to time.

"U.K. Borrower" is defined in the preamble.

"U.K. Holdings" is defined in the preamble.

"U.K. Obligations" means all obligations (monetary or otherwise,
whether absolute or contingent, matured or unmatured) of the U.K.
Borrowers and their Subsidiaries arising under or in connection
with a Loan Document, including Reimbursement Obligations and the
principal of and premium, if any, interest (including interest
accruing during, or which would have accrued but for, the
pendency of any proceeding of the type described in Section
8.1.9, whether or not allowed in such proceeding), indemnities on
the Loans borrowed by each U.K. Borrower and solely for the
purposes of calculating the amount of the U.K. Obligations, the
amount of all loans or Investments made by the U.S. Borrower to
or in each U.K. Obligor in accordance with clause (e)(i) of
Section 7.2.2 and clause (e) of Section 7.2.5 made with the
proceeds of Loans.  Notwithstanding anything to the contrary
contained herein, the U.K. Obligations shall not include any
Credit Extensions actually made to any Person that is not a U.K.
Borrower and U.K. Obligations, with respect to any Person, shall
exclude any obligation that would constitute unlawful financial
assistance prohibited by Section 151 of the U.K. Companies Act
1985 and Article 161 of the Companies (Northern Ireland) Order
1986.  For the avoidance of doubt, the guaranty given by Boxmore
in respect of the U.K. Obligations set forth in Section 4.10
shall not include any obligations incurred for the purpose of
financing directly or indirectly the acquisition of shares in
Boxmore or any parent company of Boxmore.

"U.K. Obligor" means the U.K. Borrowers and each other U.K.
Subsidiary executing a Loan Document.

"U.K. Subsidiary" means any Subsidiary that is incorporated or
organized under the laws of the England and Wales or Northern
Ireland.

"United States" or "U.S." means, the United States of America,
its fifty states and the District of Columbia.

"U.S. Borrower" is defined in the preamble.

"U.S. Borrower Foreign Pledge Agreement" means the Deed of Charge
and Memorandum of Deposit executed and delivered by an Authorized
Officer of the U.S. Borrower, substantially in the form of
Exhibit F-1 hereto, as amended, supplemented, amended and
restated or otherwise modified from time to time.

"U.S. Obligor" means the U.S. Borrower and each Subsidiary
Guarantor.

"U.S. Subsidiary" means any Subsidiary of the U.S. Borrower
organized in the United States.
"Voting Securities" means, with respect to any Person, Capital
Securities of any class or kind ordinarily having the power to
vote for the election of directors, managers or other voting
members of the governing body of such Person.

                              -28-

"Welfare Plan" means a "welfare plan", as such term is defined in
Section 3(1) of ERISA.

"wholly owned Subsidiary" means any Subsidiary all of the
outstanding Capital Securities of which (other than any
director's qualifying shares or investments by foreign nationals
mandated by applicable laws) is owned directly or indirectly by
the U.S. Borrower.

SECTION I.2.  Use of Defined Terms.  Unless otherwise defined or
the context otherwise requires, terms for which meanings are
provided in this Agreement shall have such meanings when used in
each other Loan Document and the Disclosure Schedule, and each
notice and other communication delivered from time to time in
connection with any Loan Document.

SECTION I.3.  Cross-References.  Unless otherwise specified,
references in a Loan Document to any Article or Section are
references to such Article or Section of such Loan Document, and
references in any Article, Section or definition to any clause
are references to such clause of such Article, Section or
definition.

SECTION I.4.  Accounting and Financial Determinations.  Unless
otherwise specified, all accounting terms used in each Loan
Document shall be interpreted, and all accounting determinations
and computations thereunder (including under Section 7.2.4 and
the definitions used in such calculations) shall be made, in
accordance with those generally accepted accounting principles
("GAAP") applied in the preparation of the financial statements
of the U.S. Borrower  Unless otherwise expressly provided, all
financial covenants and defined financial terms shall be computed
on a consolidated basis for the U.S. Borrower and its
Subsidiaries, in each case without duplication.


                           ARTICLE II
                COMMITMENTS, BORROWING AND ISSUANCE
              PROCEDURES, NOTES AND LETTERS OF CREDIT

SECTION II.1.  Commitments.  On the terms and subject to the
conditions of this Agreement, the Lenders, the Issuer and the
Loan Note Guarantor severally agree to make Credit Extensions as
set forth below.

SECTION II.1.1.  Loan Commitments.    From time to time on any
Business Day occurring from and after the Effective Date but
prior to the Revolving Loan Commitment Termination Date,

     (a   each Lender that has a Revolving Loan Commitment
(referred to as a "Revolving Loan Lender") agrees that it will
make loans (relative to such Lender, its "Revolving Loans") in
Dollars to the Borrowers equal to such Lender's Percentage of the
aggregate amount of each Borrowing of the Revolving Loans
requested by such Borrower to be made on such day;

     (b   the Swing Line Lender agrees that it will make loans
(its "Swing Line Loans") in Dollars to the Borrowers equal to the
principal amount of the Swing Line Loan requested by such
Borrower to be made on such day.  The Commitment of the Swing
Line Lender described in this clause is herein referred to as its
"Swing Line Loan Commitment";

                              -29-

     (c  each Other Currency Lender (other than Participating
Lenders, whose Other Currency Loans shall be made by the
Administrative Agent in accordance with Section 2.3.3) agrees
that it will make loans (its "Other Currency Loans") to the
Borrowers equal to such Lender's Percentage of the aggregate
amount of each Borrowing of the Other Currency Loans requested by
such Borrower to be made on such day.  The Commitment of each
Other Currency Lender described in this clause is herein referred
to as its "Other Currency Loan Commitment"; and

     (d  the parties hereto agree that each Lender may, in its
sole discretion, make bids to make Competitive Bid Loans to the
respective Borrowers in Dollars or in an Other Currency in
accordance with Section 2.8.

On the terms and subject to the conditions hereof, the Borrowers
may from time to time borrow, prepay and reborrow Loans.  No
Revolving Loan Lender may make any Revolving Loan or Competitive
Bid Loans if, after giving effect thereto, the aggregate
outstanding principal amount of all Revolving Loans and
Competitive Bid Loans of such Revolving Loan Lender, together
with such Lender's Percentage of the aggregate amount of all
Swing Line Loans, Letter of Credit Outstandings, Loan Note
Guaranty Obligations and Other Currency Loans, would exceed such
Lender's Percentage of the then existing Revolving Loan
Commitment Amount.  Furthermore, the Swing Line Lender may not
make Swing Line Loans if, after giving effect thereto, (i) the
aggregate outstanding principal amount of all Swing Line Loans
would exceed the then existing Swing Line Loan Commitment Amount
or (ii) unless otherwise agreed to by the Swing Line Lender, in
its sole discretion, the sum of all Swing Line Loans and
Revolving Loans made by the Swing Line Lender plus the Swing Line
Lender's Percentage of the aggregate amount of Letter of Credit
Outstandings plus the Swing Line Lender's Percentage of the
aggregate amount of Other Currency Loans plus the Swing Line
Lender's Percentage of the aggregate amount of all Loan Note
Guaranty Obligations would exceed the Swing Line Lender's
Percentage of the then existing Revolving Loan Commitment Amount.
Additionally, no Other Currency Lender may make Other Currency
Loans if, after giving effect thereto, (i) the aggregate
outstanding principal amount of all Other Currency Loans would
exceed the then existing Other Currency Loan Commitment Amount or
(ii) unless otherwise agreed to by such Other Currency Lender, in
its sole discretion, the sum of all Other Currency Loans and
Revolving Loans made by such Other Currency Lender plus such
Other Currency Lender's Percentage of the aggregate amount of
Letter of Credit Outstandings plus such Other Currency Lender's
Percentage of the aggregate amount of all Swing Line Loans plus
such Other Currency Lender's Percentage of the aggregate amount
of all Loan Note Guaranty Obligations would exceed the Other
Currency Lender's Percentage of the then existing Revolving Loan
Commitment Amount.

SECTION II.1.2.  Letter of Credit Commitment.  From time to time
on any Business Day occurring from and after the Effective Date
but prior to five days prior to the Revolving Loan Commitment
Termination Date, the Issuer agrees that it will

     (a   issue one or more standby letters of credit (a "Letter
of Credit") in Dollars for the account of any Borrower or any
Subsidiary Guarantor in the Stated Amount requested by such
Borrower on such day; or

     (b   extend the Stated Expiry Date of an existing standby
Letter of Credit previously issued hereunder.
No Stated Expiry Date shall extend beyond the earlier of (i) five
days prior to the Revolving Loan Commitment Termination Date and
(ii) unless otherwise agreed to by the Issuer in its sole
discretion, one year from the date of such extension.  The Issuer

                              -30-

shall not be permitted or required to issue any Letter of Credit
if, after giving effect thereto, (i) the aggregate amount of all
Letter of Credit Outstandings would exceed the Letter of Credit
Commitment Amount or (ii) the sum of the aggregate amount of all
Letter of Credit Outstandings plus the aggregate principal amount
of all Loans then outstanding would exceed the Revolving Loan
Commitment Amount.

SECTION II.1.3.  Loan Note Guaranty Commitment.  On the Closing
Date, the Loan Note Guarantor agrees that the Loan Note Guaranty
issued for the account of U.K. Acquisitions II under the Existing
Credit Agreement will be deemed to be issued under this
Agreement.

SECTION II.2.  Reduction or increases of the Commitment Amounts.
The Commitment Amounts are subject to reduction or increases from
time to time pursuant to this Section 2.2.

SECTION II.2.1.  Optional Reductions.  The U.S. Borrower may,
from time to time on any Business Day occurring after the
Effective Date, voluntarily reduce the unused amount of any
Commitment Amount on the Business Day so specified by the U.S.
Borrower; provided, however, that all such reductions shall
require at least one Business Day's prior notice to the
Administrative Agent and be permanent, and any partial reduction
of any Commitment Amount shall be in a minimum amount of
$5,000,000 and in an integral multiple of $1,000,000.  Any
optional or mandatory reduction of the Revolving Loan Commitment
Amount pursuant to the terms of this Agreement which reduces the
Revolving Loan Commitment Amount below the sum of (a) the Swing
Line Loan Commitment Amount and (b) the Letter of Credit
Commitment Amount shall result in an automatic and corresponding
reduction of the Swing Line Loan Commitment Amount and/or Letter
of Credit Commitment Amount (as directed by the U.S. Borrower in
a notice to the Administrative Agent delivered together with the
notice of such voluntary reduction in the Revolving Loan
Commitment Amount) to an aggregate amount not in excess of the
Revolving Loan Commitment Amount, as so reduced, without any
further action on the part of the Swing Line Lender or the
Issuer.  Any reduction of the Revolving Loan Commitment Amount
shall result in a Dollar for Dollar reduction in the Other
Currency Loan Commitment Amount.

SECTION II.2.2.  Mandatory Reductions.  The Revolving Loan
Commitment Amount shall be permanently reduced to zero on the
Stated Maturity Date.

SECTION II.2.3.  Increases in the Revolving Loan Commitment
Amount.  (a) The Borrowers may, from time to time on any Business
Day, request an increase in the Revolving Loan Commitment Amount
by delivering an Increase Request to the Administrative Agent.
Upon receipt of each such Increase Request, the Administrative
Agent shall promptly forward such Increase Request to each Lender
and each such existing Lender shall have the right (but not the
obligation) to commit to all or a specified portion of the
proposed increase.

     (b    Each Lender, acting in its sole discretion, shall, by
notice to the Administrative Agent given no later than the date
(the "Increase Consent Date") that is five Business Days after
the date that the Administrative Agent forwards such Increase
Request to them, advise the Administrative Agent (x) whether or
not such Lender agrees to the increase its Revolving Loan
Commitment and (y) the principal amount, stated in Dollars, of
the proposed increase to the Revolving Loan Commitment of such
Lender (any existing Lender agreeing to any increase being called
an "Increasing Lender"); provided, that each Lender that
determines not to increase its Revolving Loan Commitment (a "Non-
Increasing Lender") shall notify the Administrative Agent of such
fact promptly after such determination (but in any event no later

                              -31-

than the Increase Consent Date) and any Lender that does not
advise the Administrative Agent on or before the Increase Consent
Date shall be deemed to be a Non-Increasing Lender.  The
Administrative Agent shall promptly notify the U.S. Borrower of
the names of the Increasing Lenders and the Non-Increasing
Lenders and the amount of each Increasing Lender's proposed
increase upon receipt of each notice from such Lender.  The
election of any Lender to agree to such increases (as each
proposed increase may be decreased during the allocation process
set forth in clause (d) below) shall be irrevocable but shall not
obligate any other Lender to so agree.

     (c   If the aggregate amount of the proposed increase in the
Revolving Loan Commitments of the then existing Lenders pursuant
to clause (b) above is less than the aggregate increase in
Revolving Loan Commitments requested by the Borrowers, then the
proposed increase may be offered to prospective Lenders (and
existing Lenders may still consider the offer).  Each such
prospective Lender (each, a "New Lender"), shall, by notice to
the U.S. Borrower and the Administrative Agent given no later
than five Business Days after the Increase Consent Date, advise
the U.S. Borrower and the Administrative Agent of the amount,
stated in Dollars, of the Revolving Loan Commitments to which
such New Lender is willing to commit.

     (d   The Administrative Agent and the U.S. Borrower shall
allocate the increased Revolving Loan Commitments among the
Increasing Lenders and the New Lenders (if any) as they may
agree; provided that the resulting Revolving Loan Commitment of
each New Lender shall be at least $5,000,000.  Following such
allocation the Administrative Agent shall promptly notify each
then existing Lender and each New Lender of the increased
Revolving Loan Commitments, confirming the effective date thereof
(the "Increased Commitment Date") and the aggregate amount of
Revolving Loan Commitments after giving effect to such increase,
(y) each then existing Lender of the amount of the increase (if
any) in its Revolving Loan Commitment and (z) each New Lender of
its new Revolving Loan Commitment; and on such Increased
Commitment Date, each Increasing Lender's Revolving Loan
Commitment shall automatically, without any other action by any
Person, be increased by such additional amount.

     (e   Each New Lender shall, following the Increase Consent
Date but prior to the Increased Commitment Date, execute and
deliver a Revolving Loan Commitment Acceptance pursuant to which
it undertakes a Revolving Loan Commitment hereunder (and such New
Lender shall thereupon become a "Lender" for all purposes of this
Agreement) in the amount agreed to by such New Lender.

     (f    Each Lender by delivering an election to increase its
Revolving Loan Commitment and each New Lender by delivering a
Revolving Loan Commitment Acceptance, as the case may be, hereby
agrees to and confirms its obligations set forth in Section 2.6
based on such Lender's or New Lender's revised Revolving Loan
Commitments as then in effect on the Increased Commitment Date.

     (g    Notwithstanding the foregoing, any increase in the
aggregate Revolving Loan Commitments hereunder pursuant to this
Section 2.2.3 shall not be effective unless:

          (i   if any Revolving Loans are outstanding hereunder
     on the Increased Commitment Date, the principal amount of
     all such Revolving Loans shall on or prior to of such date
     be repaid, together with accrued interest thereon and any
     costs incurred by any existing Lender in accordance with
     Section 4.4 (but all such Revolving Loans may, on the terms
     and conditions hereof, simultaneously be reborrowed on the
     Increased Commitment Date pro rata among all of the Lenders

                              -32-

     (including the New Lenders) based on their revised Revolving
     Loan Commitments as then in effect on such date);

          (ii   the Borrower shall have given the Administrative
     Agent the Increase Request no more than 20 Business Days
     prior to any such Increased Commitment Date;

          (iii   no Default shall have occurred and be continuing
     as of the date that the Increase Request is delivered to the
     Administrative Agent or on the Increased Commitment Date;

          (iv   concurrently with the increase in the Revolving
     Loan Commitment, the Administrative Agent shall recalculate
     each Lender's Revolving Loan Commitment Percentage by
     reducing each Non-Increasing Lender's Revolving Loan
     Percentage, increasing each Increasing Lender's Revolving
     Loan Percentage and establishing a Revolving Loan Percentage
     for each New Lender, as applicable and as appropriate;

          (v   there shall have been no voluntary reduction of
     the Revolving Loan Commitment Amount pursuant to Section
     2.2.1;  and

          (vi   the Administrative Agent shall have received all
     documentation customary for Commitment increases, including,
     resolutions and favorable legal opinions.

     (h    The aggregate amount of increases to the Revolving
Loan Commitment Amount pursuant to this Section 2.2.3 may not
exceed $150,000,000 in the aggregate, and the amount of each
individual increase in the Revolving Loan Commitment Amount
pursuant to this Section 2.2.3 shall at least equal to $5,000,000
or any larger integral multiple of $1,000,000.

SECTION II.3.  Borrowing Procedures.  Loans (other than Swing
Line Loans) shall be made by the Lenders in accordance with
Section 2.3.1, and Swing Line Loans shall be made by the Swing
Line Lender in accordance with Section 2.3.2.

SECTION II.3.1.  Borrowing Procedure.  In the case of other than
Swing Line Loans, by delivering a Borrowing Request to the
Administrative Agent on or before 11:00 a.m. (which shall be
London time, in the case of Other Currency Loans) on a Business
Day, any Borrower may from time to time irrevocably request, (a)
on the same Business Day's notice in the case of Base Rate Loans,
(b) on at least three Business Days' notice in the case of LIBO
Rate Loans denominated in Dollars and (c) on at least four
Business Days notice in the case of LIBO Rate Loans denominated
in any Other Currency, and in either case not more than five
Business Days' notice, that a Borrowing be made, in the case of
LIBO Rate Loans, in a minimum amount of the Dollar Equivalent of
$10,000,000 and an integral multiple of the Dollar Equivalent of
$1,000,000, in the case of Base Rate Loans, in a minimum amount
of the Dollar Equivalent of $5,000,000 and an integral multiple
of the Dollar Equivalent of $500,000 or, in either case, in the
unused amount of the applicable Commitment.  On the terms and
subject to the conditions of this Agreement, each Borrowing shall
be comprised of the type of the Loans, and shall be made on the
Business Day, specified in such Borrowing Request.  In the case
of (x) other than Swing Line Loans denominated in Dollars, on or
before 2:00 p.m. on such Business Day and (y) other than Swing
Line Loans denominated in an Other Currency, by such time as the
Administrative Agent may determine to be necessary for such funds
to be credited on such date in accordance with normal banking
practices in the place of payment, each Lender that has a
Commitment to make the Loans being requested shall deposit with

                              -33-

the Administrative Agent same day funds in an amount equal to
such Lender's Percentage of the requested Borrowing.  Such
deposit will be made to an account which the Administrative Agent
shall specify from time to time by notice to the Lenders.  To the
extent funds are received from the Lenders, the Administrative
Agent shall make such funds available to the Borrower requesting
such funds by wire transfer to the accounts such Borrower shall
have specified in its Borrowing Request.  No Lender's obligation
to make any Loan shall be affected by any other Lender's failure
to make any Loan.  The Dollar Equivalent of any Loan denominated
in any Other Currency shall be determined in accordance with
Section 2.10.

SECTION II.3.2.  Swing Line Loans.  (a)  By telephonic notice to
the Swing Line Lender on or before 11:00 a.m. on a Business Day
(followed (within one Business Day) by the delivery of a
confirming Borrowing Request, with the Swing Line Lender to be
fully protected with respect to any disputes regarding telephonic
notices), any Borrower may from time to time irrevocably request
that Swing Line Loans be made by the Swing Line Lender in an
aggregate minimum principal amount of the Dollar Equivalent of
$2,000,000 and an integral multiple of the Dollar Equivalent of
$1,000,000.  All Swing Line Loans shall be made as Base Rate
Loans and shall not be entitled to be converted into LIBO Rate
Loans.  The proceeds of each Swing Line Loan shall be made
available by the Swing Line Lender to the Borrower requesting
such Loans by wire transfer to the account such Borrower shall
have specified in its notice therefor by the close of business on
the Business Day telephonic notice is received by the Swing Line
Lender.

     (b)  If (i) any Swing Line Loan shall be outstanding for
more than four Business Days, (ii) any Swing Line Loan is or will
be outstanding on a date when any Borrower requests that a
Revolving Loan be made, or (iii) any Default shall occur and be
continuing, then each Revolving Loan Lender (other than the Swing
Line Lender) irrevocably agrees that it will, at the request of
the Swing Line Lender, make a Revolving Loan (which shall
initially be funded as a Base Rate Loan) in an amount equal to
such Lender's Percentage of the aggregate principal amount of all
such Swing Line Loans then outstanding (such outstanding Swing
Line Loans hereinafter referred to as the "Refunded Swing Line
Loans").  On or before 11:00 a.m. on the first Business Day
following receipt by each Revolving Loan Lender of a request to
make Revolving Loans as provided in the preceding sentence, each
Revolving Loan Lender shall deposit in an account specified by
the Swing Line Lender the amount so requested in same day funds
and such funds shall be applied by the Swing Line Lender to repay
the Refunded Swing Line Loans.  At the time the Revolving Loan
Lenders make the above referenced Revolving Loans the Swing Line
Lender shall be deemed to have made, in consideration of the
making of the Refunded Swing Line Loans, Revolving Loans in an
amount equal to the Swing Line Lender's Percentage of the
aggregate principal amount of the Refunded Swing Line Loans.
Upon the making (or deemed making, in the case of the Swing Line
Lender) of any Revolving Loans pursuant to this clause, the
amount so funded shall become outstanding under such Revolving
Loan Lender's Revolving Note and shall no longer be owed under
the Swing Line Note.  All interest payable with respect to any
Revolving Loans made (or deemed made, in the case of the Swing
Line Lender) pursuant to this clause shall be appropriately
adjusted to reflect the period of time during which the Swing
Line Lender had outstanding Swing Line Loans in respect of which
such Revolving Loans were made.  Each Revolving Loan Lender's
obligation to make the Revolving Loans referred to in this clause
shall be absolute and unconditional and shall not be affected by
any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have
against the Swing Line Lender, any Obligor or any Person for any
reason whatsoever; (ii) the occurrence or continuance of any
Default; (iii) any adverse change in the condition (financial or
otherwise) of any Obligor; (iv) the acceleration or maturity of
any Obligations or the termination of any Commitment after the

                              -34-

making of any Swing Line Loan; (v) any breach of any Loan
Document by any Person; or (vi) any other circumstance, happening
or event whatsoever, whether or not similar to any of the
foregoing.

SECTION II.3.3.  Other Currency Loan Reimbursement.   The
Administrative Agent will make Other Currency Loans on behalf of
each Participating Lender (such Loans, "Fronted Other Currency
Loans") in an amount equal to such Participating Lender's
Percentage of the aggregate amount of Other Currency Loans
requested by the applicable Borrower at the time of such
Borrowing. Concurrently with the making of such Other Currency
Loans by the Administrative Agent, each Participating Lender will
be deemed to have irrevocably purchased, to the extent of its
Percentage to make Revolving Loans, a participation interest in
such Fronted Other Currency Loans (each an "Other Currency Loan
Participation").  If (i) the Administrative Agent so requests or
(ii) any Default shall occur and be continuing, then each
Participating Lender irrevocably agrees that it will, at the
request of the Administrative Agent, make a Revolving Loan (which
shall initially be funded as a Base Rate Loan) in Dollars in an
amount equal to such Lender's Percentage of the aggregate
principal amount of all such Other Currency Loan Participations
then outstanding converted to Dollars at the Spot Rate (such
outstanding Other Currency Loan Participations hereinafter
referred to as the "Refunded Other Currency Loans").  On or
before 11:00 a.m. on the first Business Day following receipt by
each Participating Lender of a request to make Revolving Loans as
provided in the preceding sentence, each Participating Lender
shall deposit in an account specified by the Administrative Agent
the amount so requested in Dollars in same day funds and such
funds shall be applied by the Administrative Agent to repay the
Refunded Other Currency Loans.  All interest payable with respect
to any Revolving Loans made pursuant to this clause shall be
appropriately adjusted to reflect the period of time during which
the Administrative Agent had outstanding Other Currency Loans in
respect of which such Revolving Loans were made.  Each
Participating Lender's obligation to make the Revolving Loans
referred to in this clause shall be absolute and unconditional
and shall not be affected by any circumstance, including (i) any
set-off, counterclaim, recoupment, defense or other right which
such Lender may have against the Administrative Agent, any
Obligor or any Person for any reason whatsoever; (ii) the
occurrence or continuance of any Default; (iii) any adverse
change in the condition (financial or otherwise) of any Obligor;
(iv) the acceleration or maturity of any Obligations or the
termination of any Commitment after the making of any Other
Currency Loan; (v) any breach of any Loan Document by any Person;
or (vi) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.

SECTION II.4.  Continuation and Conversion Elections.  By
delivering a Continuation/Conversion Notice to the Administrative
Agent on or before 10:00 a.m. on a Business Day, the U.S.
Borrower may from time to time irrevocably elect, on not less
than one Business Day's notice in the case of Base Rate Loans, or
three Business Days' notice in the case of LIBO Rate Loans, and
in either case not more than five Business Days' notice, that
all, or any portion in an aggregate minimum amount of the Dollar
Equivalent of $10,000,000 and an integral multiple of the Dollar
Equivalent of $1,000,000 be, in the case of Base Rate Loans,
converted into LIBO Rate Loans or be, in the case of LIBO Rate
Loans, converted into Base Rate Loans or continued as LIBO Rate
Loans (in the absence of delivery of a Continuation/Conversion
Notice with respect to any LIBO Rate Loan at least three Business
Days (but not more than five Business Days) before the last day
of the then current Interest Period with respect thereto, such
LIBO Rate Loan shall, on such last day, automatically convert to
a Base Rate Loan); provided, however, that (x) each such
conversion or continuation shall be pro rated among the
applicable outstanding Loans of all Lenders that have made such
Loans, and (y) no portion of the outstanding principal amount of
any Loans may be continued as, or be converted into, LIBO Rate
Loans when any Default has occurred and is continuing.  Loans can

                              -35-

only be continued or converted in the currency that such Loans
were made on the date of such Borrowing.

SECTION II.5.  Funding.  Each Lender may, if it so elects,
fulfill its obligation to make, continue or convert LIBO Rate
Loans or to make a Competitive Bid Loan based on a LIBOR Auction,
hereunder by causing one of its foreign branches or Affiliates
(or an international banking facility created by such Lender) to
make or maintain such LIBO Rate Loan or Competitive Bid Loan;
provided, however, that such LIBO Rate Loan or Competitive Bid
Loan, as the case may be, shall nonetheless be deemed to have
been made and to be held by such Lender, and the obligation of
the Borrowers to repay such LIBO Rate Loan or Competitive Bid
Loan, as the case may be, shall nevertheless be to such Lender
for the account of such foreign branch, Affiliate or
international banking facility.  In addition, the Borrowers
hereby consent and agree that, for purposes of any determination
to be made for purposes of Sections 4.1, 4.2, 4.3 or 4.4, it
shall be conclusively assumed that each Lender elected to fund
all LIBO Rate Loans and Competitive Bid Loans based on a LIBOR
Auction by purchasing Dollar deposits in its LIBOR Office's
interbank eurodollar market.

SECTION II.6.  Letter of Credit Issuance Procedures.  By
delivering to the Administrative Agent an Issuance Request on or
before 10:00 a.m. on a Business Day, the U.S. Borrower may from
time to time irrevocably request on not less than three nor more
than ten Business Days' notice, in the case of an initial
issuance of a Letter of Credit and not less than three Business
Days' prior notice, in the case of a request for the extension of
the Stated Expiry Date of a standby Letter of Credit (in each
case, unless a shorter notice period is agreed to by the Issuer,
in its sole discretion), that the Issuer issue, or extend the
Stated Expiry Date of, a Letter of Credit in a minimum amount of
$500,000 (or less if otherwise agreed to by the Issuer thereof)
in such form as may be requested by the U.S. Borrower and
approved by the Issuer, solely for the purposes described in
Section 7.1.7.  Each Letter of Credit shall by its terms be
stated to expire on a date (its "Stated Expiry Date") no later
than one year from the date of its issuance.  The Issuer will
make available to the beneficiary thereof the original of the
Letter of Credit which it issues.

SECTION II.6.1.  Other Lenders' Participation.  Upon the issuance
of each Letter of Credit, and without further action, each
Revolving Loan Lender (other than the Issuer) shall be deemed to
have irrevocably purchased, to the extent of its Percentage to
make Revolving Loans, a participation interest in such Letter of
Credit (including the Contingent Liability and any Reimbursement
Obligation with respect thereto), and such Revolving Loan Lender
shall, to the extent of its Percentage to make Revolving Loans,
be responsible for reimbursing within one Business Day the Issuer
for Reimbursement Obligations which have not been reimbursed by
the Borrowers in accordance with Section 2.6.3 or which have been
required to be returned or disgorged by the Issuer to the
Administrative Agent.  In addition, such Revolving Loan Lender
shall, to the extent of its Percentage to make Revolving Loans,
be entitled to receive a ratable portion of the Letter of Credit
fees payable pursuant to Section 3.3.3 with respect to each
Letter of Credit (other than the issuance fees payable to the
Issuer of such Letter of Credit pursuant to the last sentence of
Section 3.3.3) and of interest payable pursuant to Section 3.2
with respect to any Reimbursement Obligation.  To the extent that
any Revolving Loan Lender has reimbursed the Issuer for a
Disbursement, such Lender shall be entitled to receive its
ratable portion of any amounts subsequently received (from the
Borrowers or otherwise) in respect of such Disbursement.

SECTION II.6.2.  Disbursements.  The Issuer will notify the U.S.
Borrower and the Administrative Agent promptly of the presentment
for payment of any Letter of Credit issued by the Issuer,
together with notice of the date (the "Disbursement Date") such
payment shall be made (each such payment, a "Disbursement").

                              -36-

Subject to the terms and provisions of such Letter of Credit and
this Agreement, the Issuer shall make such payment to the
beneficiary (or its designee) of such Letter of Credit.  Prior to
11:00 a.m. on the first Business Day following the Disbursement
Date, the Borrowers will reimburse the Administrative Agent, for
the account of the Issuer, for all amounts which the Issuer has
disbursed under such Letter of Credit, together with interest
thereon at a rate per annum equal to the rate per annum then in
effect for Base Rate Loans (with the then Applicable Margin for
Revolving Loans accruing on such amount) pursuant to Section 3.2
for the period from the Disbursement Date through the date of
such reimbursement.  Without limiting in any way the foregoing
and notwithstanding anything to the contrary contained herein or
in any separate application for any Letter of Credit, the
Borrowers hereby acknowledge and agree that they shall be
obligated, jointly and severally, to reimburse the Issuer upon
each Disbursement of a Letter of Credit, and it shall be deemed
to be the obligor for purposes of each such Letter of Credit
issued hereunder (whether the account party on such Letter of
Credit is any Borrower or a Subsidiary Guarantor).

SECTION II.6.3.  Reimbursement.  The obligation  (a
"Reimbursement Obligation") of the Borrowers under Section 2.6.2
to reimburse the Issuer with respect to each Disbursement
(including interest thereon), and, upon the failure of the
Borrowers to reimburse the Issuer, each Revolving Loan Lender's
obligation under Section 2.6.1 to reimburse the Issuer, shall be
absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment
which such Borrower or such Revolving Loan Lender, as the case
may be, may have or have had against the Issuer or any Lender,
including any defense based upon the failure of any Disbursement
to conform to the terms of the applicable Letter of Credit (if,
in the Issuer's good faith opinion, such Disbursement is
determined to be appropriate) or any non-application or
misapplication by the beneficiary of the proceeds of such Letter
of Credit; provided, however, that after paying in full its
Reimbursement Obligation, in the case of the Borrowers or such
Lender has paid its Percentage of such Disbursement, nothing
herein shall adversely affect the right of such Borrower or such
Lender, as the case may be, to commence any proceeding against
the Issuer for any wrongful Disbursement made by the Issuer under
a Letter of Credit as a result of acts or omissions constituting
gross negligence or wilful misconduct on the part of the Issuer.

SECTION II.6.4.  Deemed Disbursements.  Upon the occurrence and
during the continuation of any Default under Section 8.1.9 or
upon notification by the Administrative Agent (acting at the
direction of the Required Lenders) to the Borrowers of their
obligations under this Section, following the occurrence and
during the continuation of any other Event of Default,

     (a)  the aggregate Stated Amount of all Letters of Credit
shall, without demand upon or notice to any Borrower or any other
Person, be deemed to have been paid or disbursed by the Issuer of
such Letters of Credit (notwithstanding that such amount may not
in fact have been paid or disbursed); and

     (b)  the Borrowers shall be immediately obligated to
reimburse the Issuer for the amount deemed to have been so paid
or disbursed by the Issuer.

Amounts payable by the Borrowers pursuant to this Section shall
be deposited in immediately available funds with the
Administrative Agent and held as collateral security for the
Reimbursement Obligations.  When all Defaults giving rise to the
deemed disbursements under this Section have been cured or waived
the Administrative Agent shall return to the applicable Borrower
all amounts then on deposit with the Administrative Agent
pursuant to this Section which have not been applied to the
satisfaction of the Reimbursement Obligations.

                              -37-

SECTION II.6.5.  Nature of Reimbursement Obligations.  Each
Borrower, each other Obligor and, to the extent set forth in
Section 2.6.1, each Revolving Loan Lender shall assume all risks
of the acts, omissions or misuse of any Letter of Credit by the
beneficiary thereof.  The Issuer (except to the extent of its own
gross negligence or wilful misconduct) shall not be responsible
for:

     (a)  the form, validity, sufficiency, accuracy, genuineness
or legal effect of any Letter of Credit or any document submitted
by any party in connection with the application for and issuance
of a Letter of Credit, even if it should in fact prove to be in
any or all respects invalid, insufficient, inaccurate, fraudulent
or forged;

     (b)  the form, validity, sufficiency, accuracy, genuineness
or legal effect of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or the proceeds thereof in whole or in
part, which may prove to be invalid or ineffective for any
reason;

     (c)  failure of the beneficiary to comply fully with
conditions required in order to demand payment under a Letter of
Credit;

     (d)  errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable,
telegraph, telex or otherwise; or

     (e)  any loss or delay in the transmission or otherwise of
any document or draft required in order to make a Disbursement
under a Letter of Credit.

None of the foregoing shall affect, impair or prevent the vesting
of any of the rights or powers granted to the Issuer or any
Revolving Loan Lender hereunder.  In furtherance and not in
limitation or derogation of any of the foregoing, any action
taken or omitted to be taken by the Issuer in good faith (and not
constituting gross negligence or willful misconduct) shall be
binding upon each Obligor and each such Secured Party, and shall
not put the Issuer under any resulting liability to any Obligor
or any Secured Party, as the case may be.  In any event, if the
Issuer notifies the applicable Obligor that a draw under a Letter
of Credit is to be made and such Obligor fails to object with
specificity in writing to such draw by the close of business on
the date such notice is received by such Obligor, all Obligors
shall be deemed to have waived any objection to the same.

SECTION II.7.  Loan Note Guaranty Issuance Procedures.  Other
than the Loan Note Guaranty deemed to be issued hereunder on the
Closing Date, the Loan Note Guarantor will not issue any further
Loan Note Guaranty.

SECTION II.7.1.  Risk Participations for Loan Note Guaranty
Obligations, etc.  (a)  Each Lender with a Revolving Loan
Commitment shall be deemed to purchase, and hereby irrevocably
and unconditionally purchases, from the Loan Note Guarantor a
participation in the Loan Note Guaranty and each drawing
thereunder in an amount equal to the product of (i) the
Percentage of such Lender, multiplied by, (ii) the maximum amount
available to be drawn under the Loan Note Guaranty and the amount
of such drawing, respectively, converted to Dollars at the Spot
Rate at the time any drawing is made under the Loan Note
Guaranty.  For purposes of Section 2.1, the Loan Note Guaranty
shall be deemed to utilize the Revolving Loan Commitment of each
Lender by the amount of such participation.  The issuance of the

                              -38-

Loan Note Guaranty shall constitute usage of the Revolving Loan
Commitment and the Revolving Loan Commitment Amount.

     (b)  In the event of any request for a drawing under the
Loan Note Guaranty by the beneficiary or transferee thereof, the
Loan Note Guarantor will promptly notify the Administrative Agent
and U.K. Acquisitions II of the request and of the day on which
the Loan Note Guarantor is to pay the holders of the Loan Notes
(which payment date is not to be less than one day later).  U.K.
Acquisitions II agrees to reimburse the Loan Note Guarantor prior
to 10:00 a.m., on each date that any amount is paid by the Loan
Note Guarantor under the Loan Note Guaranty (each such date, an
"Honor Date"), in an amount equal to the amount so paid by the
Loan Note Guarantor.  In the event U.K. Acquisitions II fails to
reimburse the Loan Note Guarantor for the full amount of any
drawing under the Loan Note Guaranty by 10:00 a.m. on the Honor
Date, the Loan Note Guarantor will promptly notify the
Administrative Agent who will in turn promptly notify each
Lender.  Unless notified by U.K. Acquisitions II to convert an
unreimbursed drawing into Loans or, if U.K. Acquisitions II
requests a conversion of an unreimbursed drawing into Loans but
the unreimbursed drawing is not converted because of U.K.
Acquisitions II's failure to satisfy the conditions set forth in
this Agreement, each Lender will be deemed to be obligated to
make an advance (a "Loan Note Advance") to U.K. Acquisitions II
in the amount (determined as of the Honor Date) of such Lender's
Percentage of such drawing and such Loan Note Advances shall bear
interest at a rate per annum equal to the Applicable Margin for
Base Rate Loans plus 2% per annum and shall be immediately due
and payable by U.K. Acquisitions II to the Administrative Agent
for the benefit of the Lenders.  If for any reason the Loan Note
Advances cannot be made, the Lenders should be deemed to have
purchased a participation in the drawing funded by the Loan Note
Guarantor.  Any notice given by the Loan Note Guarantor or the
Administrative Agent pursuant to this clause may be oral if
immediately confirmed in writing (including by facsimile);
provided that the lack of such an immediate confirmation shall
not affect the conclusiveness or binding effect of such notice.

     (c)  With respect to any unreimbursed drawing that U.K.
Acquisitions II requests be converted into a Loan Note Advance
and that satisfies the conditions set forth in Section 5.2.1, as
the case may be, each Lender shall upon any notice make available
to the Administrative Agent for the account of the Loan Note
Guarantor an amount equal to the amount and in immediately
available funds equal to its pro rata share of the amount of such
drawing, whereupon the participating Lenders shall each be deemed
to have made a Loan Note Advance to U.K. Acquisitions II in that
amount herein, interest at the Applicable Margin for Base Rate
Loans plus 2%.  If the Lenders shall be deemed to have made Loan
Note Advances or to have purchased a participation in the drawing
funded by the Loan Note Guarantor, each Lender shall make
available the amount of its Loan Note Advance or its Percentage
of such unreimbursed drawing to the Administrative Agent and in
immediately available funds.  If any Lender so notified fails to
make available to the Administrative Agent for the account of the
Loan Note Guarantor the amount of such Lender's pro rata share of
the amount of such unreimbursed drawing or the amount of its Loan
Note Advance by no later than 2:00 p.m. on the Honor Date, then
interest shall accrue on such Lender's obligation to make such
payment, from the Honor Date to the date such Lender makes such
payment, at a rate per annum equal to the Applicable Margin for
Base Rate Loans plus 2%.  The Administrative Agent shall promptly
give notice of the occurrence of the Honor Date, but failure of
the Administrative Agent to give any such notice on the Honor
Date or in sufficient time to enable any Lender to effect such
payment on such date shall not relieve such Lender from its
obligations under this Section.

     (d)  Provided that the Loan Note Guarantor has paid a
drawing under the Loan Note Guaranty substantially in accordance
with its terms, each Lender's obligation in accordance with this

                              -39-

Agreement to make the Loans or Loan Note Advances or to purchase
a participation, as contemplated by this Section, as a result of
a drawing under the Loan Note Guaranty, shall be absolute and
unconditional and shall not be affected by any circumstance,
including (i) any set-off, counterclaim, recoupment, defense or
other right which such Lender may have against the Loan Note
Guarantor, U.K. Acquisitions II, the U.S. Borrower or any other
Person for any reason whatsoever; (ii) the occurrence or
continuance of a Default, an Event of Default or a Material
Adverse Effect; or (iii) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing;
provided, however, that each Lender's obligation to make Loans
under this Section is subject to the conditions set forth in
Section 5.2.1, as the case may be.  Nothing in this Section is
intended to, and shall not preclude, any Borrower or any Lender
from pursuing, after payment, such rights and remedies as it may
have against the Loan Note Guarantor in the event such drawing is
wrongfully paid as a result of the Loan Note Guarantor's gross
negligence or wilful misconduct.

SECTION II.7.2.  Repayment of Participations.  (a)  Upon (and
only upon) receipt by the Administrative Agent of immediately
available funds from U.K. Acquisitions II (i) in reimbursement of
any payment made by the Loan Note Guarantor under the Loan Note
Guaranty with respect to which any Lender has paid the
Administrative Agent for the account of the Loan Note Guarantor
for such Lender's participation in the Loan Note Guaranty
pursuant to Section 2.7, (ii) in payment of interest thereon or
(iii) in repayment of Loan Note Advances or payment of U.K.
Acquisitions II's reimbursement obligations hereunder, the
Administrative Agent will pay to such Lender, in the same funds
as those received by the Administrative Agent, the amount of such
Lender's pro rata share of such funds, and the Loan Note
Guarantor shall receive the amount of the pro rata share of such
funds of any Lender that did not so pay the Administrative Agent
for the account of the Loan Note Guarantor.

     (b)  If the Administrative Agent or the Loan Note Guarantor
is required at any time to pay to U.K. Acquisitions II, or to a
trustee, receiver, liquidator, custodian, or any official in any
insolvency proceeding, any portion of the payments made by U.K.
Acquisitions II to the Administrative Agent for the account of
the Loan Note Guarantor pursuant to clause (a) above in
reimbursement of a payment made under the Loan Note Guaranty or
interest thereon, each Lender shall, on demand of the
Administrative Agent, forthwith pay to the Administrative Agent
or the Loan Note Guarantor the amount of its pro rata share of
any amounts so paid by the Administrative Agent or the Loan Note
Guarantor plus interest thereon from the date such demand is made
to the date such amounts are paid by such Lender to the
Administrative Agent or the Loan Note Guarantor at a rate per
annum equal to the Applicable Margin for Base Rate Loans plus 2%.

SECTION II.7.3.  Role of the Loan Note Guarantor.  (a)  Each
Lender and U.K. Acquisitions II agree that, in paying any drawing
under the Loan Note Guaranty, the Loan Note Guarantor shall not
have any responsibility to obtain any document (other than any
certificates expressly required by the Loan Note Guaranty) or to
ascertain or inquire as to the validity or accuracy of any such
document or the authority of the Person executing or delivering
any such document.

     (b)  Neither the Administrative Agent, its respective
Affiliates (including the Lead Arranger and Sole Book Runner),
the officers, directors, employees, agents and attorneys-in-fact
of such Persons nor any of the respective correspondents,
participants or assignees of the Loan Note Guarantor shall be
liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the
Required Lenders, (ii) any action taken or omitted in the absence
of gross negligence or willful misconduct or (iii) the due
execution, effectiveness, validity or enforceability of any
document related to the Loan Note Guaranty.

                              -40-

     (c)  U.K. Acquisitions II hereby assumes all risks of the
acts or omissions of any beneficiary or transferee with respect
to its use of the Loan Note Guaranty; provided, however, that
this assumption is not intended to, and shall not, preclude U.K.
Acquisitions II's pursuing such rights and remedies as it may
have against the beneficiary or transferee at law or under any
other agreement.  Neither the Administrative Agent, its
respective Affiliates (including the Arranger), the officers,
directors, employees, agents and attorneys-in-fact of such
Persons nor any of the respective correspondents, participants or
assignees of the Loan Note Guarantor (including the Lenders),
shall be liable or responsible for any of the matters described
in Section 2.7.4; provided, however, anything in such Section to
the contrary notwithstanding, that U.K. Acquisitions II may have
a claim against the Loan Note Guarantor, and the Loan Note
Guarantor may be liable to U.K. Acquisitions II, to the extent,
but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by U.K. Acquisitions
II which U.K. Acquisitions II proves were caused by the Loan Note
Guarantor's willful misconduct or gross negligence or the Loan
Note Guarantor's willful failure to pay under the Loan Note
Guaranty after the presentation to it by the beneficiary of
certificate(s) reasonably complying with the terms and conditions
of the Loan Note Guaranty.  In furtherance and not in limitation
of the foregoing: (i) the Loan Note Guarantor may accept
documents that appear on their face to be in order, without
responsibility for further investigation; and (ii) the Loan Note
Guarantor shall not be responsible for the validity or
sufficiency of any instrument transferring or purporting to
transfer the Loan Note Guaranty or the rights or benefits
thereunder or assigning the proceeds thereof, in whole or in
part, in accordance with the terms of the Loan Note Guaranty
which may prove to be invalid or ineffective for any reason.

SECTION II.7.4.  Obligations Absolute.  Provided that the Loan
Note Guarantor has paid a drawing under the Loan Note Guaranty
substantially in accordance with its terms, the obligations of
U.K. Acquisitions II under this Agreement and any document
related to the Loan Note Guaranty to reimburse the Loan Note
Guarantor, the Administrative Agent or the Lenders for a drawing
under the Loan Note Guaranty, and to repay any Loan Note Advances
and any drawing under the Loan Note Guaranty converted into
Loans, shall be unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement and each
such other document related to the Loan Note Guaranty under all
circumstances, including the following:

     (a)  any lack of validity or enforceability of this
Agreement or any document related to the Loan Note Guaranty;

     (b)  any change in the time, manner or place of payment of,
or in any other term of, all or any of the obligations of U.K.
Acquisitions II in respect of the Loan Note Guaranty or any other
amendment or waiver of or any consent to departure from all or
any of the documents related to the Loan Note Guaranty, which
have been previously agreed to by U.K. Acquisitions II;

     (c)  the existence of any claim, set-off, defense or other
right that U.K. Acquisitions II may have at any time against any
beneficiary or any transferee of the Loan Note Guaranty (or any
Person for whom any such beneficiary or any such transferee may
be acting), the Loan Note Guarantor or any other Person, whether
in connection with this Agreement, the U.K. Transaction or by the
documents related to the Loan Note Guaranty or any unrelated
transaction;

     (d)  any draft, demand, certificate or other document
presented under the Loan Note Guaranty proving to be forged,
fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; or

                              -41-

any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under the Loan Note
Guaranty;

     (e)  any payment by the Loan Note Guarantor under the Loan
Note Guaranty against presentation of a draft or certificate that
reasonably complies with the terms of the Loan Note Guaranty; or
any payment made by the Loan Note Guarantor under the Loan Note
Guaranty to any Person purporting to be (and providing reasonable
evidence of its status as) a trustee in bankruptcy, debtor-in-
possession, assignee for the benefit of creditors, liquidator,
administrator, receiver or other representative of or successor
to any beneficiary or any transferee of the Loan Note Guaranty,
including any arising in connection with any insolvency
proceeding;

     (f)  any exchange, release or non-perfection of any
collateral, or any release or amendment or waiver of or consent
to departure from any other guarantee, for all or any of the
obligations of U.K. Acquisitions II in respect of the Loan Note
Guaranty; or

     (g)  any other circumstance or happening whatsoever, whether
or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available
to, or a discharge of, U.K. Acquisitions II or a guarantor.

SECTION II.7.5.  Cash Collateral Pledge.  Upon (a) the request of
the Administrative Agent if the Loan Note Guarantor has honored
any full or partial drawing request on the Loan Note Guaranty and
such drawing has resulted in a Loan Note Advance hereunder, or
(b) if, as of the Termination Date, the Loan Note Guaranty may
for any reason remain outstanding and partially or wholly
undrawn, then U.K. Acquisitions II shall immediately Cash
Collateralize the Loan Note Guaranty Obligations in an amount
equal to such Loan Note Guaranty Obligations.  If the Loan Note
Guaranty expires without the application of such Cash Collateral
in full, or if all Loan Note Advances with respect to the Loan
Note Guaranty have been paid in full by U.K. Acquisitions II,
then as long as there is no Event of Default in existence and so
long as no such application shall be made within 25 days of the
expiration of the Loan Note Guaranty, the Administrative Agent
shall return to U.K. Acquisitions II any cash or deposit account
balances, together with all interest thereon, that were used by
U.K. Acquisitions II to Cash Collateralize the Loan Note Guaranty
pursuant to this Section and were not applied to Loan Note
Advances.  The U.S. Borrower hereby grants to the Administrative
Agent, for the benefit of the Administrative Agent and the
Lenders, a security interest in all such cash and deposit account
balances to secure Loan Note Guaranty Obligations or Letters of
Credit.  Cash collateral shall be maintained in blocked deposit
accounts held by the Administrative Agent or any of its agents.

SECTION II.7.6.  Third Party Beneficiary.  It is agreed by all
parties hereto that Sections 2.7.1 through 2.7.6 have been
entered into for the benefit of the Loan Note Guarantor, which
has relied thereon in issuing the Loan Note Guaranty and the
aforenamed Sections shall survive the termination of the
Agreement and may not be amended without the consent of the Loan
Note Guarantor.

SECTION II.8.  Competitive Bid Loans.  Each Lender severally
agrees that the Borrowers may request that Competitive Bid Loan
Borrowings be made in Dollars from time to time on any Business
Day prior to the date occurring 15 Business Days prior to the
Revolving Loan Commitment Termination Date in the manner set
forth below; provided, however, that following the making of each
Competitive Bid Loan Borrowing, the aggregate amount of all Loans
then outstanding shall not exceed the Revolving Loan Commitment
Amount and the Borrowers hereby agree to make a mandatory
prepayment of Loans on the date of each Competitive Bid Loan
Borrowing with the proceeds of Competitive Bid Loans to the

                              -42-

extent necessary (i) to reduce the outstanding principal amount
of all Loans (after giving effect to such Competitive Bid Loan
Borrowing) to an amount not in excess of the Revolving Loan
Commitment Amount, and (ii) to prepay the aggregate outstanding
principal amount of all Swing Line Loans.

     (a)  Borrowing Request.  The Borrowers may request
Competitive Bid Loan Borrowings by delivering to the
Administrative Agent, not later than 11:00 a.m. at least (x) five
Business Days prior to the date of the proposed Competitive Bid
Loan Borrowing (in the case of LIBOR Auctions) or (y) one
Business Day prior to the date of the proposed Competitive Bid
Loan Borrowing (in the case of an Absolute Rate Auction), a
revocable Borrowing Request (which shall constitute an invitation
to the Lenders to extend Competitive Bid Loan quotes to such
Borrower, and which may contain requests for up to three
different Competitive Bid Loan Borrowings), specifying

          (i)  the proposed date (which shall be a Business Day),
     currency (which shall be Dollars or Other Currency) and
     aggregate principal amount or amounts of each Competitive
     Bid Loan to be made as part of such proposed Competitive Bid
     Loan Borrowing (each of which such Competitive Bid Loan
     shall be in a minimum principal amount of $5,000,000 and in
     an integral multiple of $1,000,000),

          (ii)  whether the Competitive Bid Loan quotes requested
     are to set forth a LIBO Rate Bid Margin or an Absolute Rate
     (or a combination thereof),

          (iii)  the proposed maturity date or dates (each a
     "Competitive Bid Loan Maturity Date") for repayment of each
     Competitive Bid Loan to be made as part of such Competitive
     Bid Loan Borrowing (which maturity date or dates may not be
     later than the earlier of the date occurring (A) six months
     after the date of such Competitive Bid Loan Borrowing or (B)
     the Revolving Loan Commitment Termination Date), and

          (iv)  in the case of Competitive Bid Loans based on the
     LIBOR Auction, the proposed duration of the Interest Period
     applicable thereto;

such Borrowing Request to be delivered with an administrative
fee, for the account of the Administrative Agent, of $1,500.

     (b)  Invitation for Bid Loan Quotes.  Promptly upon receipt
of a Borrowing Request requesting Competitive Bid Loans, but in
no event later than 2:30 p.m. on the date of such receipt, the
Administrative Agent shall send to the Lenders an Invitation for
Bid Loan Quotes containing the information contained in the
applicable Borrowing Request and which shall constitute an
invitation by the Borrowers to each Lender to submit Competitive
Bid Loan quotes in response thereto.

     (c)  Submission and Contents of Bid Loan Quotes.

          (i)  If any Lender, in its sole discretion, elects to
     offer to make a Competitive Bid Loan to the Borrowers as
     part of such proposed Competitive Bid Loan Borrowing at a
     rate of interest specified by such Lender, it shall deliver
     to the Administrative Agent not later than (x) 11:00 a.m. on
     the fourth Business Day prior to the proposed date of
     Borrowing, in the case of a LIBOR Auction or (y) 9:30 a.m.
     on the proposed date of Borrowing, in the case of an
     Absolute Rate Auction, a Competitive Bid Loan Offer, which
     must comply with the requirements of this clause; provided,

                              -43-

     that Competitive Bid Loan quotes submitted by the
     Administrative Agent (or any affiliate of the Administrative
     Agent) in the capacity of a Lender may be submitted, and may
     only be submitted, if the Administrative Agent or such
     affiliate notifies the Borrower requesting such Loans of the
     terms of the offer or offers contained therein not later
     than (x) 10:45 a.m. on the fourth Business Day prior to the
     proposed date of Borrowing, in the case of a LIBOR Auction
     or (y) 9:15 a.m. on the proposed date of Borrowing, in the
     case of an Absolute Rate Auction.  Such Competitive Bid Loan
     Offer shall be irrevocable except with the written consent
     of the Administrative Agent, given on the instructions of
     such Borrower, and shall specify

               (a)  the proposed date of Borrowing, which shall
          be the same as that set forth in the applicable
          Invitation for Bid Loan Quotes,

               (b)  the principal amount of the Competitive Bid
          Loan which such Lender would be willing to make as part
          of such proposed Competitive Bid Loan Borrowing, which
          principal amount may be greater than, less than or
          equal to such Lender's Percentage of the Revolving Loan
          Commitment Amount, but which amount shall be in a
          minimum principal amount of $5,000,000 and in an
          integral multiple of $1,000,000,

               (c)  in the case of a LIBOR Auction, the LIBO Rate
          Bid Margin, and in the case of an Absolute Rate
          Auction, the Absolute Rate therefor, and

               (d)  the identity of the quoting Lender.

          (ii)  Any Competitive Bid Loan Offer that:

                (a)  is not substantially in the form of Exhibit
           K-2 hereto or does not specify all of the information
           required in clause (c) of this Section;

                (b)  contains qualifying, conditional or similar
           language;

                (c)  contains proposed terms other than or in
           addition to those set forth in the applicable
           Invitation for Bid Loan Quotes; or

                (d)  arrives after the time set forth in clause
           (c) of this Section,

shall be disregarded by the Administrative Agent.

     (d)  Notice to Borrowers.  The Administrative Agent shall
(by telephone confirmed by telecopy), by 1:00 p.m. (on the fourth
Business Day prior to the proposed date of Borrowing, in the case
of a LIBOR Auction) and 10:00 a.m. (on the proposed date of
Borrowing, in the case of an Absolute Rate Auction) notify the
Borrower requesting such Loans of the terms of any Competitive
Bid Loan Offer submitted by a Lender that is in accordance with
clause (c) of this Section.  Any subsequent Competitive Bid Loan
Offer of a Lender shall be disregarded by the Administrative
Agent unless such subsequent Competitive Bid Loan Offer is
submitted solely to correct a manifest error in such earlier
Competitive Bid Loan Offer.  The Administrative Agent's notice to
such Borrower shall specify (A) the aggregate principal amount of
Competitive Bid Loans for which offers have been received in
respect of the related Invitation for Bid Loan Quotes, (B) the

                              -44-

respective principal amounts and Competitive Bid Rates so
offered, and (C) the identity of such quoting Lenders.

     (e)  Competitive Bid Loan Acceptance.  The Borrower
requesting such Loans shall, in turn, before (x) 4:00 p.m. on the
fourth Business Day prior to the proposed date of Borrowing, in
the case of a LIBOR Auction, or (y) 12:00 p.m. on the date of
such proposed Competitive Bid Loan Borrowing, in the case of an
Absolute Rate Auction, either

           (i)  irrevocably cancel the Competitive Bid Loan
      Borrowing Request that requested such Competitive Bid Loan
      Borrowing by giving the Administrative Agent (which shall
      promptly notify each Lender) telephonic notice (promptly
      confirmed in writing) to that effect (and, for purposes of
      this Section, a failure on the part of such Borrower to
      timely notify the Administrative Agent under the terms of
      this clause shall be deemed to be non-acceptance of all
      offers so notified to it pursuant to clause (d) above), or

           (ii)  irrevocably accept one or more of the offers
      made by any Lender or Lenders pursuant to clause (d) above,
      in its sole discretion, by giving the Administrative Agent
      telephonic notice (and the Administrative Agent shall,
      promptly upon receiving such telephonic notice from such
      Borrower, notify each Lender whose Competitive Bid Loan
      Offer has been accepted) promptly confirmed in writing by
      delivery to the Administrative Agent of a Competitive Bid
      Loan Acceptance, copies of which shall thereafter be
      forwarded to each of the Lenders of

                (a)  the amount of the Competitive Bid Loan
           Borrowing to be made on such date,

      and

                (b)  the amount of the Competitive Bid Loan
           (which amount shall not be greater than, but which may
           be less than, the amount offered by such Lender for
           such Competitive Bid Loan pursuant to clause (d)
           above) to be made by such Lender as part of such
           Competitive Bid Loan Borrowing, and reject any
           remaining offers made by Lenders pursuant to clause
           (d) above by giving the Administrative Agent (which
           shall promptly give to the Lenders) notice to that
           effect;

      provided, however, that
                (c)  the aggregate amount of the Competitive Bid
           Loan Offers accepted by such Borrower shall not exceed
           the principal amount specified in the applicable
           Borrowing Request,

                (d)  no Lender shall, without
           its prior written consent (in its sole
           discretion), be required to make a Competitive
           Bid Loan in a principal amount of less than
           $5,000,000 and integrals of $1,000,000;

                (e)  no bid shall be accepted for a Competitive
           Bid Loan unless such Competitive Bid Loan is in a
           minimum principal amount of $5,000,000 (except as
           provided in clause (d) above) and an integral multiple
           of $1,000,000 and is part of a Competitive Bid Loan
           Borrowing in a minimum principal amount of $5,000,000,
           and

                              -45-

                (f) such Borrower may not accept any offer that
           is described in clause (c)(ii) of this Section, or
           that otherwise fails to comply with the requirements
           of this Agreement.

     (f)  Funding of Competitive Bid Loans.  Not later than 11:00
a.m. (in the case of a Borrowing based on a LIBOR Auction) and
1:00 p.m. (in the case of a Borrowing based on an Absolute Rate
Auction), in each case on the date specified for each Competitive
Bid Loan hereunder, each Lender participating therein shall make
available the amount of the Competitive Bid Loan to be made by it
on such date to the Administrative Agent in immediately available
funds, for the account of the requesting Borrower, such deposit
to be made to an account maintained by the Administrative Agent,
as the Administrative Agent shall specify from time to time by
notice to the Lenders or as otherwise agreed to in writing by the
Administrative Agent and such Borrower.  The amount so received
by the Administrative Agent shall promptly be made available to
the applicable Borrower by depositing the same in immediately
available funds in an account of such Borrower's notified to the
Administrative Agent in writing.

SECTION II.9.  Register; Notes.

     (a)  Each Lender may maintain in accordance with its usual
practice an account or accounts evidencing the Indebtedness of
the Borrowers to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.  In
the case of a Lender that does not request, pursuant to clause
(b)(ii) below, execution and delivery of a Note evidencing the
Loans made by such Lender to the Borrowers, such account or
accounts shall, to the extent not inconsistent with the notations
made by the Administrative Agent in the Register, be conclusive
and binding on the Borrowers absent manifest error; provided,
however, that the failure of any Lender to maintain such account
or accounts shall not limit or otherwise affect any Obligations
of any Obligor.

     (b) (i)  Each Borrower hereby designates the Administrative
Agent to serve as such Borrower's agent, solely for the purpose
of this clause (b), to maintain a register (the "Register") on
which the Administrative Agent will record each Lender's
Commitment, the Loans made by each Lender and each repayment in
respect of the principal amount of the Loans of each Lender and
annexed to which the Administrative Agent shall retain a copy of
each Lender Assignment Agreement delivered to the Administrative
Agent pursuant to Section 10.11.1.  Failure to make any
recordation, or any error in such recordation, shall not affect
any Borrower's obligation in respect of such Loans.  The entries
in the Register shall be conclusive, in the absence of manifest
error, and each Borrower, the Administrative Agent and the
Lenders shall treat each Person in whose name a Loan (and as
provided in clause (ii) the Note evidencing such Loan, if any) is
registered as the owner thereof for all purposes of this
Agreement, notwithstanding notice or any provision herein to the
contrary.  A Lender's Commitment and the Loans made pursuant
thereto may be assigned or otherwise transferred in whole or in
part only by registration of such assignment or transfer in the
Register.  Any assignment or transfer of a Lender's Commitment or
the Loans made pursuant thereto shall be registered in the
Register only upon delivery to the Administrative Agent of a
Lender Assignment Agreement duly executed by the Assignor Lender
and the compliance by the parties thereto with the other
requirements of Section 10.11.1.  No assignment or transfer of a
Lender's Commitment or the Loans made pursuant thereto shall be
effective unless such assignment or transfer shall have been
recorded in the Register by the Administrative Agent as provided
in this Section.

                              -46-

           (ii)  Each Borrower agrees that, upon the request to
      the Administrative Agent by any Lender, such Borrower will
      execute and deliver to such Lender, as applicable, a Note
      payable to the order of such Lender in a minimum stated
      principal amount denominated in Dollars equal to such
      Lender's Percentage of the applicable original Commitment
      Amount; provided, however, that all Notes shall be in a
      minimum stated principal amount denominated in Dollars
      equal to such Lender's Percentage of the original Revolving
      Loan Commitment Amount, multiplied by 105%.  Each Borrower
      hereby irrevocably authorizes each Lender to make (or cause
      to be made) appropriate notations on the grid attached to
      such Lender's Notes (or on any continuation of such grid),
      which notations, if made, shall evidence, inter alia, the
      date of, the outstanding principal amount of, and the
      interest rate and Interest Period applicable to the Loans
      evidenced thereby.  Such notations shall, to the extent not
      inconsistent with the notations made by the Administrative
      Agent in the Register, be conclusive and binding on such
      Borrower absent manifest error; provided, however, that the
      failure of any Lender to make any such notations shall not
      limit or otherwise affect any Obligations of any Obligor.

SECTION II.10.  Multi Currency Loans.

SECTION II.10.1.  Determination of Dollar Equivalents.  The
Administrative Agent will determine the Dollar Equivalent amount
with respect to any (a) LIBOR Rate Loan that is an Other Currency
Loan as of the requested Borrowing date and as of the earlier of
(i) any requested continuation date or (ii) ninety days after the
Borrowing date and (b) outstanding LIBO Rate Loans that are an
Other Currency Loan as of such dates as may be requested by the
Required Lenders, but in no event more frequently than once a
week (each such date under clause (a) and (b), a "Determination
Date").

SECTION II.10.2.  Notification of Availability.  In the event the
Other Currency requested or elected by the U.S. Borrower to be
continued is not available to the Administrative Agent , then the
Administrative Agent shall notify the U.S. Borrower no later than
3:30 p.m., one Business Day prior to the proposed Borrowing or
proposed continuation.

SECTION II.10.3.  Consequences of Non-Availability.  If the
Administrative Agent notifies the Borrowers pursuant to Section
2.10.2 that the Other Currency requested or elected by such
Borrower to be continued is not available, such notification
shall (a) in the case of any Borrowing Request, revoke such
Borrowing Request and (b) in the case of any
Continuation/Conversion Notice, result in the LIBO Rate Loans
denominated in such Other Currency being automatically converted
into LIBO Rate Loans denominated in Dollars for a one month
Interest Period on the last day of the then current Interest
Period with respect to such LIBO Rate Loans denominated in such
Other Currency.

SECTION II.10.4.  Automatic Conversions. During the existence of
an Event of Default, all outstanding Loans denominated in an
Other Currency shall be redenominated and converted into their
Dollar Equivalent of Base Rate Loans in Dollars on the last day
of the Interest Period applicable to any such Loans.


                          ARTICLE III
            REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION III.1.  Repayments and Prepayments; Application.  Each
Borrower agrees that the Loans shall be repaid and prepaid
pursuant to the following terms.

                              -47-

SECTION III.1.1.  Repayments and Prepayments.  The Borrowers
shall repay in full the unpaid principal amount of each Loan on
the Stated Maturity Date, each Competitive Bid Loan upon the
Competitive Bid Loan Maturity Date therefor, the Borrowers shall
Cash Collateralize the Loan Note Guaranty on the Stated Maturity
Date and the Borrowers shall Cash Collateralize all Letters of
Credit Outstandings on the Stated Maturity Date unless such
Letters of Credit have been canceled or replaced.  Prior thereto,
payments and prepayments of the Loans shall or may be made as set
forth below.

     (a)  From time to time on any Business Day, the Borrowers
may make a voluntary prepayment, in whole or in part, of the
outstanding principal amount of any

           (i)  Revolving Loans (any such prepayment of Revolving
      Loans shall be made pro rata among the Revolving Loans of
      the same type and, if applicable, having the same Interest
      Period of all Lenders that have made such Revolving Loans);
      (A) all such voluntary prepayments shall require at least
      one but no more than five Business Days' prior notice to
      the Administrative Agent; and (B) all such voluntary
      partial prepayments shall be, in the case of LIBO Rate
      Loans, in an aggregate minimum amount of $5,000,000 and an
      integral multiple of $1,000,000 and, in the case of Base
      Rate Loans, in an aggregate minimum amount of $5,000,000
      and an integral multiple of $500,000; and

           (ii)  Swing Line Loans; provided, that (A) all such
      voluntary prepayments shall require prior telephonic notice
      to the Swing Line Lender on or before 1:00 p.m. on the day
      of such prepayment (such notice to be confirmed in writing
      within 24 hours thereafter, with the Swing Line Lender to
      be fully protected with respect to disputes regarding
      telephonic notices); and (B) all such voluntary partial
      prepayments shall be in an aggregate minimum amount of
      $400,000 and an integral multiple of $200,000.

     (b)  On each date when the sum of (i) the aggregate
outstanding principal amount of all Revolving Loans, Swing Line
Loans and the Dollar Equivalent of Other Currency Loans, (ii) the
aggregate amount of all Letter of Credit Outstandings and (iii)
the aggregate amount of all Loan Note Guaranty Obligations
exceeds the Revolving Loan Commitment Amount, the Borrowers shall
make a mandatory prepayment of Revolving Loans, the Dollar
Equivalent of Other Currency Loans or Swing Line Loans (or both)
and, if necessary, Cash Collateralize Letter of Credit
Outstandings, in an aggregate amount equal to such excess.

     (c)  Upon three Business Days' notice from the
Administrative Agent, in the event that the Administrative Agent
shall have determined at any time (including on each date of the
making of any Loan and on the date of a Continuation/Conversion
Notice with respect to any Loan or at any other time
periodically) that the aggregate principal amount of all
Revolving Loans outstanding (after converting, for calculation
purposes, all such Loans denominated in Other Currencies to their
Dollar Equivalent on such date of determination), together with,
if applicable, all Letter of Credit Outstandings and the Dollar
Equivalent of Loan Note Guaranty Obligations, was in excess of
105% of the Revolving Loan Commitment Amount the Borrowers shall
make a mandatory prepayment in an aggregate principal amount of
such Loans denominated in Other Currencies, such that the Dollar
Equivalent of the outstanding principal amount of such Loans,
when added, if applicable, to the aggregate principal amount of
all Loans outstanding denominated in Dollars, all Letter of
Credit Outstandings and Loan Note Guaranty Obligations, as
applicable, do not exceed the applicable Commitment Amount.

                              -48-

     (d)  Immediately upon any acceleration of the Stated
Maturity Date of any Loans pursuant to Section 8.2 or Section
8.3, the Borrowers shall repay all the Loans, unless, pursuant to
Section 8.3, only a portion of all the Loans is so accelerated
(in which case the portion so accelerated shall be so repaid).

Each prepayment of any Loans made pursuant to this Section shall
be without premium or penalty, except as may be required by
Section 4.4.

SECTION III.1.2.  Application.  Each prepayment or repayment of
the principal of the Loans shall be applied, to the extent of
such prepayment or repayment, first, pro rata for the account of
each Lender and to the principal amount thereof being maintained
as Base Rate Loans, and second, subject to the terms of Section
4.4, to the principal amount thereof being maintained as LIBO
Rate Loans.

SECTION III.2.  Interest Provisions.  Interest on the outstanding
principal amount of the Loans shall accrue and be payable in
accordance with the terms set forth below.

SECTION III.2.1.  Rates.  Subject to Section 2.3.2, pursuant to
an appropriately delivered Borrowing Request or
Continuation/Conversion Notice, the Borrowers may elect that
Loans comprising a Borrowing accrue interest at a rate per annum:

     (a)  on that portion maintained from time to time as a Base
Rate Loan, equal to the sum of the Alternate Base Rate from time
to time in effect plus the Applicable Margin; provided that all
Swing Line Loans shall always accrue interest at a rate per annum
equal to the sum of the then effective Alternative Base Rate plus
the Applicable Margin for Revolving Loans maintained as Base Rate
Loans; and

     (b)  on that portion maintained as a LIBO Rate Loan, during
each Interest Period applicable thereto, equal to the sum of the
LIBO Rate (Reserve Adjusted) for such Interest Period plus the
Applicable Margin; and

     (c) on that portion of such Borrowing maintained as
Competitive Bid Loans, equal to the applicable Competitive Bid
Rate specified by the Lender making such Competitive Bid Loan in
its Competitive Bid Loan Offer with respect thereto delivered by
such Lender and accepted by the Borrowers pursuant to Section
2.8.

All LIBO Rate Loans shall bear interest from and including the
first day of the applicable Interest Period to (but not
including) the last day of such Interest Period at the interest
rate determined as applicable to such LIBO Rate Loan.

SECTION III.2.2.  Post-Default Rates.  After the date any
principal amount of any Loan or Reimbursement Obligation is due
and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise), or after any other monetary
Obligation of any Obligor shall have become due and payable, or
after any other Event of Default has occurred and is continuing,
the Borrowers shall pay interest (after as well as before
judgment) on all amounts owing pursuant to this Agreement at a
rate per annum equal to the Alternate Base Rate from time to time
in effect, plus the Applicable Margin for Base Rate Loans, plus
an additional margin of 2%.

SECTION III.2.3.  Payment Dates.  Interest accrued on each Loan
shall be payable, without duplication:

                              -49-

     (a)  on the Stated Maturity Date;

     (b)  on the date of any payment or prepayment, in whole or
in part, of principal outstanding on such Loan on the principal
amount so paid or prepaid;

     (c)  with respect to Base Rate Loans, on each Quarterly
Payment Date occurring after the Effective Date;

     (d)  with respect to LIBO Rate Loans and Competitive Bid
Loans based on a LIBOR Auction, on the last day of each
applicable Interest Period (and, if such Interest Period shall
exceed three months, on the date occurring on each three-month
interval occurring after the first day of such Interest Period);

     (e)  with respect to any Base Rate Loans converted into LIBO
Rate Loans on a day when interest would not otherwise have been
payable pursuant to clause (c), on the date of such conversion;

     (f)  with respect to Competitive Bid Loans based on an
Absolute Rate, on each Competitive Bid Loan Maturity Date and,
with respect to Competitive Bid Loans based on an Absolute Rate
with a Competitive Bid Loan Maturity Date in excess of three
months, on each Quarterly Payment Date occurring after the making
of such Loan; and

     (g)  on that portion of any Loans the Stated Maturity Date
of which is accelerated pursuant to Section 8.2 or Section 8.3,
immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations after the
date such amount is due and payable (whether on the Stated
Maturity Date, upon acceleration or otherwise) shall be payable
upon demand.

SECTION III.3.  Fees.  Each Borrower agrees to pay the fees set
forth below.  All such fees shall be non-refundable.

SECTION III.3.1.  Facility Fee.  The Borrowers agree, jointly and
severally, to pay to the Administrative Agent for the account of
each Lender, for the period (including any portion thereof when
any of its Commitments are suspended by reason of the Borrowers'
inability to satisfy any condition of Article V) commencing on
the Effective Date and continuing through the Revolving Loan
Commitment Termination Date, a fee in an amount equal to the
Facility Fee on such Lender's Percentage of the sum of the
Revolving Loan Commitment Amount.  All facility fees payable
pursuant to this Section shall be calculated on a year comprised
of 360 days and payable by the Borrowers in arrears on the
Effective Date and thereafter on each Quarterly Payment Date,
commencing with the first Quarterly Payment Date following the
Effective Date, and on the Revolving Loan Commitment Termination
Date.

SECTION III.3.2.  Agent's Fee.  The Borrowers agree to pay to the
Administrative Agent, for its own account, the fees in the
amounts and on the dates set forth in the Fee Letter.

SECTION III.3.3.  Letter of Credit Fee.  The Borrowers agrees to
pay to the Administrative Agent, for the pro rata account of the
Issuer and each Revolving Loan Lender, a Letter of Credit fee in
an amount equal to the then effective Applicable Margin for
Revolving Loans maintained as LIBO Rate Loans, multiplied by the
Stated Amount of each such Letter of Credit, such fees being
payable quarterly in arrears on each Quarterly Payment Date
following the date of issuance of each Letter of Credit and on
the Revolving Loan Commitment Termination Date.  The Borrowers
further agree to pay to the Issuer quarterly in arrears on each

                              -50-

Quarterly Payment Date following the date of issuance of each
Letter of Credit and on the Revolving Loan Commitment Termination
Date an issuance fee in an amount equal to 1/8% per annum
(calculated on a 360 day basis) as otherwise agreed to by the
Borrowers and the Issuer, together with the Issuer's customary
administrative and other fees in connection therewith.

SECTION III.3.4.  Loan Note Guaranty Fee. The Borrowers shall pay
to the Administrative Agent for the pro rata account of each
Lender participating in the Loan Note Guaranty, a guaranty fee
(the "Guaranty Fee") computed at a rate equal to the then
Applicable Margin for LIBO Rate Loans multiplied by the amount of
the Loan Note Guaranty, computed on a quarterly basis in arrears
on each Quarterly Payment Date until payment and/or termination
in full of all Loan Note Guaranty Obligations.  The Borrowers
further agrees to pay to the Loan Note Guarantor quarterly in
arrears on each Quarterly Payment Date following the date of
issuance of the Loan Note Guaranty, a fronting fee in an amount
equal to 1/8% per annum (calculated on a 360 day basis), together
with the Loan Note Guarantor's customary administrative and other
fees incurred with respect to the Loan Note Guaranty.


                           ARTICLE IV
   CERTAIN LIBO RATE AND OTHER PROVISIONS, BORROWER GUARANTIES

SECTION IV.1.  LIBO Rate Lending Unlawful.  If any Lender shall
determine (which determination shall, upon notice thereof to the
U.S. Borrower and the Administrative Agent, be conclusive and
binding on the Borrowers) that the introduction of or any change
in or in the interpretation of any law makes it unlawful, or any
Governmental Authority asserts that it is unlawful, for such
Lender to make or continue any Loan as, or to convert any Loan
into, a LIBO Rate Loan, or to make or maintain any Competitive
Bid Loan based on a LIBOR Auction, the obligations of such Lender
to make, continue or convert any such LIBO Rate Loan shall, upon
such determination, forthwith be suspended until such Lender
shall notify the Administrative Agent that the circumstances
causing such suspension no longer exist, and (a) all LIBO Rate
Loans denominated in Dollars shall automatically convert into
Base Rate Loans at the end of the then current Interest Periods
with respect thereto or sooner, if required by such law or
assertion, and (b) all LIBO Rate Loans denominated in any Other
Currency shall automatically become due and payable at the end of
the then current Interest Periods with respect thereto or sooner,
if required by applicable law.  If any Lender shall make such
determination with respect to the making or maintaining a
Competitive Bid Loan based on a LIBOR Auction and such
Competitive Bid Loan is required by law or assertion to be
prepaid on a date prior to the end of the Interest Period
therefor, then the Borrower shall prepay such Competitive Bid
Loan on such date.

SECTION IV.2.  Deposits Unavailable.  If the Administrative Agent
shall have determined that

     (a)  Dollar deposits in the relevant amount and for the
relevant Interest Period are not available to it in its relevant
market; or

     (b)  by reason of circumstances affecting its relevant
market, adequate means do not exist for ascertaining the interest
rate applicable hereunder to LIBO Rate Loans;

then, upon notice from the Administrative Agent to the U.S.
Borrower and the Lenders, the obligations of all Lenders under
Section 2.3 and Section 2.4 to make or continue any Loans as, or
to convert any Loans into, LIBO Rate Loans shall forthwith be

                              -51-

suspended until the Administrative Agent shall notify the U.S.
Borrower and the Lenders that the circumstances causing such
suspension no longer exist.

SECTION IV.3.  Increased LIBO Rate Loan Costs, etc.  The
Borrowers agree to reimburse each Lender, the Loan Note Guarantor
and the Issuer for any increase in the cost to such Lender, the
Loan Note Guarantor or the Issuer of, or any reduction in the
amount of any sum receivable by such Secured Party in respect of,
such Secured Party's Commitments and the making of Credit
Extensions hereunder (including the making, continuing or
maintaining (or of its obligation to make or continue) any Loans
as, or of converting (or of its obligation to convert) any Loans
into, LIBO Rate Loans or Competitive Bid Loans based on LIBOR
Auctions) that arise in connection with any change in, or the
introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in after the Effective Date of, any law
or regulation, directive, guideline, decision or request (whether
or not having the force of law) of any Governmental Authority,
except for such changes with respect to increased capital costs
and Taxes which are governed by Sections 4.5 and 4.6,
respectively.  Each affected Secured Party shall promptly notify
the Administrative Agent and the U.S. Borrower in writing within
180 days of the occurrence of any such event, stating the reasons
therefor and the additional amount required fully to compensate
such Secured Party for such increased cost or reduced amount.
Such additional amounts shall be payable by the Borrowers
directly to such Secured Party within five days of its receipt of
such notice, and such notice shall, in the absence of manifest
error, be conclusive and binding on the Borrowers.

SECTION IV.4.  Funding Losses.  In the event any Lender shall
incur any loss or expense (including any loss or expense incurred
by reason of the liquidation or reemployment of deposits or other
funds acquired by such Lender to make or continue any portion of
the principal amount of any Loan as, or to convert any portion of
the principal amount of any Loan into, a LIBO Rate Loan or a
Competitive Bid Loan based on a LIBOR Auction) as a result of

     (a)  any conversion or repayment or prepayment of the
principal amount of any LIBO Rate Loan or Competitive Bid Loans
based on LIBOR Auctions on a date other than the scheduled last
day of the Interest Period applicable thereto, whether pursuant
to Article III or otherwise;

     (b)  any Loans (i) not being made as, or (ii) being made as
Loans other than as, LIBO Rate Loans or Competitive Bid Loans
based on LIBOR Auctions, in each case, in accordance with the
Revolving Loan Borrowing Request or Competitive Bid Loan
Acceptance therefor, as the case may be;

     (c)  any Loans not being continued as, or converted into,
LIBO Rate Loans in accordance with the Continuation/Conversion
Notice therefor; or

     (d)  any LIBO Rate Loan not being prepaid on the date
specified in a notice of prepayment;

then, upon the notice of such Lender to the U.S. Borrower (with a
copy to the Administrative Agent), the Borrowers shall, within
five days of its receipt thereof, pay directly to such Lender
such amount as will (in the reasonable determination of such
Lender) reimburse such Lender for such loss or expense.  Such
notice shall, in the absence of manifest error, be conclusive and
binding on the Borrowers.

SECTION IV.5.  Increased Capital Costs.  If any change in, or the
introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any law or regulation,
directive, guideline, decision or request (whether or not having
the force of law) of any Governmental Authority affects or would

                              -52-

affect the amount of capital required or expected to be
maintained by any Secured Party or any Person controlling such
Secured Party, and such Secured Party determines (in good faith
but in its sole and absolute discretion) that the rate of return
on its or such controlling Person's capital as a consequence of
the Commitments or the Credit Extensions made, or the Letters of
Credit or the Loan Note Guaranty participated in, by such Secured
Party is reduced to a level below that which such Secured Party
or such controlling Person could have achieved but for the
occurrence of any such circumstance, then upon notice, which
shall be given within 180 days of the date of such Secured Party
having knowledge of such event by such Secured Party to the U.S.
Borrower, the Borrowers shall within five days following receipt
of such notice pay directly to such Secured Party additional
amounts sufficient to compensate such Secured Party or such
controlling Person for such reduction in rate of return.  A
statement of such Secured Party as to any such additional amount
or amounts shall, in the absence of manifest error, be conclusive
and binding on the Borrowers.  In determining such amount, such
Secured Party may use any method of averaging and attribution
that it (in its sole and absolute discretion) shall deem
applicable.

SECTION IV.6.  Taxes.  The Borrowers covenant and agree as
follows with respect to Taxes.
     (a)  Any and all payments by any Borrower under each Loan
Document shall be made without setoff, counterclaim or other
defense, and free and clear of, and without deduction or
withholding for or on account of, any Taxes.  In the event that
any Taxes are required by law to be deducted or withheld from any
payment required to be made by any Borrower to or on behalf of
any Secured Party under any Loan Document, then:

           (i) subject to clause (f), if such Taxes are Non-
      Excluded Taxes, the amount of such payment shall be
      increased as may be necessary such that such payment is
      made, after withholding or deduction for or on account of
      such Taxes, in an amount that is not less than the amount
      provided for in such Loan Document; and

           (ii)  such Borrower shall withhold the full amount of
      such Taxes from such payment (as increased pursuant to
      clause (a)(i)) and shall pay such amount to the
      Governmental Authority imposing such Taxes in accordance
      with applicable law.

     (b)  In addition, the Borrowers shall pay any and all Other
Taxes imposed to the relevant Governmental Authority imposing
such Other Taxes in accordance with applicable law.

     (c)  As promptly as practicable after the payment of any
Taxes or Other Taxes, and in any event within 45 days of any such
payment being due, the applicable Borrower shall furnish to the
Administrative Agent a copy of an official receipt (or a
certified copy thereof) evidencing the payment of such Taxes or
Other Taxes.  The Administrative Agent shall make copies thereof
available to any Lender upon request therefor.

     (d)  Subject to clause (f), the Borrowers shall indemnify
each Secured Party for any Non-Excluded Taxes and Other Taxes
levied, imposed or assessed on (and whether or not paid directly
by) such Secured Party (and whether or not such Non-Excluded
Taxes or Other Taxes are correctly or legally asserted by the
relevant Governmental Authority).  Promptly upon having knowledge
that any such Non-Excluded Taxes or Other Taxes have been levied,
imposed or assessed, and promptly upon notice thereof by any
Secured Party, the Borrowers shall pay such Non-Excluded Taxes or
Other Taxes directly to the relevant Governmental Authority
(provided, however, that no Secured Party shall be under any
obligation to provide any such notice to any Borrower).   If a
Secured Party receives a refund in respect of any Non-Excluded

                              -53-

Taxes or Other Taxes with respect to which any Borrower has paid
additional amounts pursuant to this Section 4.6, it shall within
60 days from the date of such receipt pay over to the Borrowers
(but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrowers under this Section with respect to
the Non-Excluded Taxes or Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of such Secured Party
and without interest (other than interest paid by the relevant
jurisdiction or taxing authority with respect to such refund) the
portion of such refund which, in the good faith judgment of such
Secured Party, is attributable to the payment of such additional
amounts by the Borrowers and in an amount as will leave such
Secured Party in no better or worse position than it would have
been in if the payment of such additional amounts had not been
required; provided, however, that the Borrowers, upon the request
of such Secured Party, agree to repay the amount paid over to the
Borrowers (plus penalties, interest or other charges payable to
the relevant jurisdiction or taxing authority) to such Secured
Party in the event such Secured Party is required to repay such
refund to such jurisdiction or taxing authority. In addition, the
Borrowers shall jointly and severally indemnify each Secured
Party for any incremental Taxes that may become payable by such
Secured Party as a result of any failure of any Borrower to pay
any Taxes when due to the appropriate Governmental Authority or
to deliver to the Administrative Agent, pursuant to clause (c),
documentation evidencing the payment of Taxes or Other Taxes.
With respect to indemnification for Non-Excluded Taxes and Other
Taxes actually paid by any Secured Party or the indemnification
provided in the immediately preceding sentence, such
indemnification shall be made within 30 days after the date such
Secured Party makes written demand therefor.  Each Borrower
acknowledges that any payment made to any Secured Party or to any
Governmental Authority in respect of the indemnification
obligations of the Borrowers provided in this clause shall
constitute a payment in respect of which the provisions of clause
(a) and this clause shall apply.

     (e)  Each Non-U.S. Lender, on or prior to the date on which
such non-U.S. Lender becomes a Lender hereunder (and from time to
time thereafter upon the request of the U.S. Borrower or the
Administrative Agent, but only for so long as such non-U.S.
Lender is legally entitled to do so), shall deliver to the U.S.
Borrower and the Administrative Agent either

           (i)  (x) two duly completed copies of either (A)
      Internal Revenue Service Form WBEN or (B) Internal Revenue
      Service Form W-BECI, or in either case an applicable
      successor form; or

           (ii)  in the case of a Non-U.S. Lender that is not
      legally entitled to deliver either form listed in clause
      (e)(i)(x), (x) a certificate of a duly authorized officer
      of such Non-U.S. Lender to the effect that such Non-U.S.
      Lender is not (A) a "bank" within the meaning of Section
      881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of
      any Borrower within the meaning of Section 881(c)(3)(B) of
      the Code, or (C) a controlled foreign corporation receiving
      interest from a related person within the meaning of
      Section 881(c)(3)(C) of the Code (such certificate, an
      "Exemption Certificate") and (y) two duly completed copies
      of Internal Revenue Service Form W-8 BEN or applicable
      successor form.

     (f)  The Borrowers shall not be obligated to gross up any
payments to any Lender pursuant to clause (a)(i), or to indemnify
any Lender pursuant to clause (d), in respect of United States
federal withholding Taxes to the extent imposed as a result of
(i) the failure of such Lender to deliver to any Borrower the
form or forms and/or an Exemption Certificate, as applicable to
such Lender, pursuant to clause (e), (ii) such form or forms
and/or Exemption Certificate not establishing a complete
exemption from U.S. federal withholding Tax or the information or
certifications made therein by the Lender being untrue or
inaccurate on the date delivered in any material respect, or
(iii) the Lender designating a successor lending office at which

                              -54-

it maintains its Loans which has the effect of causing such
Lender to become obligated for Tax payments in excess of those in
effect immediately prior to such designation; provided, however,
that the Borrowers shall be obligated to gross up any payments to
any such Lender pursuant to clause (a)(i), and to indemnify any
such Lender pursuant to clause (d), in respect of United States
federal withholding Taxes if  (i) any such failure to deliver a
form or forms or an Exemption Certificate or the failure of such
form or forms or Exemption Certificate to establish a complete
exemption from U.S. federal withholding Tax or inaccuracy or
untruth contained therein resulted from a change in any
applicable statute, treaty, regulation or other applicable law or
any interpretation of any of the foregoing occurring after the
Effective Date, which change rendered such Lender no longer
legally entitled to deliver such form or forms or Exemption
Certificate or otherwise ineligible for a complete exemption from
U.S. federal withholding Tax, or rendered the information or
certifications made in such form or forms or Exemption
Certificate untrue or inaccurate in a material respect, (ii) the
redesignation of the Lender's lending office was made at the
request of the U.S. Borrower or (iii) the obligation to gross up
payments to any such Lender pursuant to clause (a)(i) or to
indemnify any such Lender pursuant to clause (d) is with respect
to an Assignee Lender that becomes an Assignee Lender as a result
of an assignment made at the request of the U.S. Borrower.

     (g)  Each Lender represents to U.K. Acquisitions II and the
Administrative Agent that, in the case of a Lender which is a
Lender on the Closing Date and, in the case of a Lender which
becomes a Lender after the Closing Date, on the date it becomes a
Lender and on each Quarterly Payment Date and on the last day of
each Interest Period for any LIBO Rate Loans that it is either
(i) a bank beneficially entitled to interest in respect of such
Loans and within the charge to corporation tax in respect of such
interest for the purposes of Section 349(3)(a) of the Income and
Corporation Taxes Act 1988; or (ii) a bank lending through any
other branch, Affiliate or agency if, at the time the bank
becomes a party, the bank or affiliate (as the case may be) (A)
is resident in a country with which the United Kingdom has an
appropriate double taxation treaty pursuant to which that bank or
Affiliate (as the case may be) is entitled to receive principal,
interest and fees under this Agreement from the Borrowers without
withholding of United Kingdom income tax (and such bank or
affiliate (as the case may be) has effectively claimed the
benefit of such treaty in respect of this Agreement so that the
Borrowers are not requested to make any such withholding), or (B)
is otherwise entitled to receive principal, interest and fees
without such withholding, and shall forthwith notify the U.S.
Borrower and the Administrative Agent if either representation
ceases to be correct. Each Lender that is not funding its Loans
out of a lending office in the United Kingdom (or another
jurisdiction having an exemption from United Kingdom income tax
by treaty) shall submit a duly completed Form FD13 double tax
treaty form to the U.S. Internal Revenue Service (or the
comparable form for its jurisdiction to its jurisdiction's tax
authorities) reasonably promptly seeking exemption from United
Kingdom income tax on interest payable under the Loan Documents.

     (h)  Each Lender agrees that it will use reasonable efforts
to designate an alternate lending office with respect to its LIBO
Rate Loans affected by any of the matters or circumstances
described in this Section to reduce the obligation of the
Borrowers to gross up any payments to any Lenders pursuant to
clause(a)(i), or to indemnify any Lenders pursuant to clause (d),
so long as such designation is not disadvantageous in any way to
such Lender as determined by such Lender in its sole discretion;
provided that such Lender shall have no obligation to so
designate an alternate lending office located in the United
States.  Any Lender claiming any additional amounts payable
pursuant to this Section shall use reasonable efforts (consistent
with legal and regulatory restrictions) to deliver to the
Borrowers or the Administrative Agent any certificate or document
reasonably requested by any Borrower or the Administrative Agent
if the delivery of such certificate or document would avoid the
need for or reduce the amount of any such additional amounts that
may thereafter accrue and would not, in the sole determination of
such Lender, be otherwise disadvantageous to such Lender.

                              -55-

     (i)  If any Lender that does not make a LIBO Rate Loan
pursuant to Section 4.1 or Section 4.2, is subject to increased
costs pursuant to Section 4.3, or is owed or reasonably
anticipates being owed additional amounts pursuant to this
Section and fails to take action required under clause (h) of
this Section any Borrower shall have the right, if no Default
then exists, to replace such Lender with another bank or
financial institution with the written consent of the
Administrative Agent, which consent shall not be unreasonably
withheld, provided that (i) the obligations of any Borrower owing
to the Lender being replaced (including such increased costs)
that are not being assigned to the replacement Lender shall be
paid in full to the Lender being replaced concurrently with such
replacement, (ii) the replacement lender shall execute a Lender
Assignment Agreement and Acceptance pursuant to which it shall
become a party hereto as provided in Section 10.11.1, and (iii)
upon compliance with the provisions for assignment provided in
Section 10.11.1 and the payment of amounts referred to in clause
(i), the replacement lender shall constitute a ALender@ hereunder
and the Lender being so replaced shall no longer constitute a
ALender@ hereunder.

SECTION IV.7.  Payments, Computations, etc.  Unless otherwise
expressly provided in a Loan Document, all payments by the
Borrowers pursuant to each Loan Document shall be made by the
Borrowers to the Administrative Agent for the pro rata account of
the Secured Parties entitled to receive such payment.  All
payments shall be made without setoff, deduction or counterclaim
not later than 11:00 a.m. (which shall be London time in the case
of Other Currency Loans) on the date due in same day or
immediately available funds to such account as the Administrative
Agent shall specify from time to time by notice to the U.S.
Borrower.  Funds received after that time shall be deemed to have
been received by the Administrative Agent on the next succeeding
Business Day.  The Administrative Agent shall promptly remit in
same day funds to each Secured Party its share, if any, of such
payments received by the Administrative Agent for the account of
such Secured Party.  All interest (including interest on LIBO
Rate Loans) and fees shall be computed on the basis of the actual
number of days (including the first day but excluding the last
day) occurring during the period for which such interest or fee
is payable over a year comprised of 360 days, except with respect
to LIBO Rate Loans denominated in Sterling which shall accrue
interest computed on the basis of 365 days and except as set
forth in clause (d) of the definition of the term "Associated
Costs" and except with respect to Base Rate Loans which shall
accrue interest computed on the basis of a year comprised of 365
or 366 days, as the case may be, provided, however, that to the
extent the current market practice is to compute interest and/or
fees in respect of any Other Currency or any Loan denominated in
any Other Currency in a manner other than as set forth above, all
interest and fees hereunder shall be computed on the basis of
such market practice, as notified to the U.S. Borrower by the
Administrative Agent.  Payments due on other than a Business Day
shall (except as otherwise required by clause (c) of the
definition of the term "Interest Period") be made on the next
succeeding Business Day and such extension of time shall be
included in computing interest and fees in connection with that
payment.

SECTION IV.8.  Sharing of Payments.  If any Secured Party shall
obtain any payment or other recovery (whether voluntary,
involuntary, by application of setoff or otherwise) on account of
any Credit Extension or Reimbursement Obligation (other than
pursuant to the terms of Sections 4.3, 4.4, 4.5 or 4.6) in excess
of its pro rata share of payments obtained by all Secured
Parties, such Secured Party shall purchase from the other Secured
Parties such participations in Credit Extensions made by them as
shall be necessary to cause such purchasing Secured Party to
share the excess payment or other recovery ratably (to the extent
such other Secured Parties were entitled to receive a portion of
such payment or recovery) with each of them; provided, however,

                              -56-

that if all or any portion of the excess payment or other
recovery is thereafter recovered from such purchasing Secured
Party, the purchase shall be rescinded and each Secured Party
which has sold a participation to the purchasing Secured Party
shall repay to the purchasing Secured Party the purchase price to
the ratable extent of such recovery together with an amount equal
to such selling Secured Party's ratable share (according to the
proportion of (a) the amount of such selling Secured Party's
required repayment to the purchasing Secured Party to (b) total
amount so recovered from the purchasing Secured Party) of any
interest or other amount paid or payable by the purchasing
Secured Party in respect of the total amount so recovered.  Each
Borrower agrees that any Secured Party purchasing a participation
from another Secured Party pursuant to this Section may, to the
fullest extent permitted by law, exercise all its rights of
payment (including pursuant to Section 4.9) with respect to such
participation as fully as if such Secured Party were the direct
creditor of such Borrower in the amount of such participation.
If under any applicable bankruptcy, insolvency or other similar
law any Secured Party receives a secured claim in lieu of a
setoff to which this Section applies, such Secured Party shall,
to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the
Secured Parties entitled under this Section to share in the
benefits of any recovery on such secured claim.

SECTION IV.9.  Setoff.  Each Secured Party shall, upon the
occurrence and during the continuance of any Default described in
clauses (a) through (d) of Section 8.1.9 or, with the consent of
the Required Lenders, upon the occurrence and during the
continuance of any other Event of Default, have the right to
appropriate and apply to the payment of the Obligations owing to
it (whether or not then due), and (as security for such
Obligations) each Borrower hereby grants to each Secured Party a
continuing security interest in, any and all balances, credits,
deposits, accounts or moneys of such Borrower then or thereafter
maintained with such Secured Party; provided, however, that any
such appropriation and application shall be subject to the
provisions of Section 4.8.  Each Secured Party agrees promptly to
notify the U.S. Borrower and the Administrative Agent after any
such setoff and application made by such Secured Party; provided,
however, that the failure to give such notice shall not affect
the validity of such setoff and application.  The rights of each
Secured Party under this Section are in addition to other rights
and remedies (including other rights of setoff under applicable
law or otherwise) which such Secured Party may have.  The
Borrower agrees to combine currencies to effectuate a set-off at
the Spot Rate.

SECTION IV.10.  Guaranty Provisions. Each Borrower acknowledges
and agrees that, whether or not specifically indicated as such in
a Loan Document, all Obligations shall be joint and several
Obligations of each individual Borrower, and in furtherance of
such joint and several Obligations, each Borrower hereby
irrevocably guarantees the payment of all Obligations of each
other Borrower as set forth below.

SECTION IV.10.1.  Guaranty.  Each Borrower hereby jointly and
severally, absolutely, unconditionally and irrevocably guarantees
the full and punctual payment when due, whether at stated
maturity, by required prepayment, declaration, acceleration,
demand or otherwise, of all Obligations; provided, however, that
each Borrower shall only be liable under this Agreement for the
maximum amount of such liability that can be hereby incurred
without rendering this Agreement, as it relates to such Borrower,
voidable under applicable law relating to fraudulent conveyance
or fraudulent transfer, and not for any greater amount.  This
guaranty constitutes a guaranty of payment when due and not
merely of collection, and each Borrower specifically agrees that
it shall not be necessary or required that any Secured Party
exercise any right, assert any claim or demand or enforce any
remedy whatsoever against any Obligor or any other Person before
or as a condition to the obligations of such Borrower hereunder.

                              -57-

SECTION IV.10.2.  Guaranty Absolute, etc.  The guaranty agreed to
above shall in all respects be a continuing, absolute,
unconditional and irrevocable guaranty of payment, and shall
remain in full force and effect until the Termination Date.  Each
Borrower jointly and severally guarantees that the Obligations
will be paid strictly in accordance with the terms of each Loan
Document under which such Obligations arise, regardless of any
law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of any
Secured Party with respect thereto.  The liability of each
Borrower under this Agreement shall be joint and several,
absolute, unconditional and irrevocable irrespective of:

     (a)  any lack of validity, legality or enforceability of any
Loan Document;

     (b)  the failure of any Secured Party (i) to assert any
claim or demand or to enforce any right or remedy against any
Obligor or any other Person (including any other guarantor) under
the provisions of any Loan Document or otherwise, or (ii)  to
exercise any right or remedy against any other guarantor
(including any Obligor) of, or collateral securing, any
Obligations;

     (c)  any change in the time, manner or place of payment of,
or in any other term of, all or any part of the Obligations, or
any other extension, compromise or renewal of any Obligation;

     (d)  any reduction, limitation, impairment or termination of
any Obligations for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not be
subject to (and each Borrower hereby waives any right to or claim
of) any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality,
irregularity, compromise, unenforceability of, or any other event
or occurrence affecting, any Obligations or otherwise;

     (e)  any amendment to, rescission, waiver, or other
modification of, or any consent to or departure from, any of the
terms of any Loan Document;

     (f)  any addition, exchange, release, surrender or non-
perfection of any collateral, or any amendment to or waiver or
release or addition of, or consent to or departure from, any
other guaranty held by any Secured Party securing any of the
Obligations; or

     (g)  any other circumstance which might otherwise constitute
a defense available to, or a legal or equitable discharge of, any
Obligor, any surety or any guarantor.

SECTION IV.10.3.  Reinstatement, etc.  Each Borrower agrees that
its guaranty shall continue to be effective or be reinstated, as
the case may be, if at any time any payment (in whole or in part)
of any of the Obligations is rescinded or must otherwise be
restored by any Secured Party, upon the insolvency, bankruptcy or
reorganization of any other Borrower, any other Obligor or
otherwise, all as though such payment had not been made.

SECTION IV.10.4.  Waiver, etc.  Each Borrower hereby waives
promptness, diligence, notice of acceptance and any other notice
with respect to any of the Obligations and this Agreement and any
requirement that any Secured Party protect, secure, perfect or
insure any Lien, or any property subject thereto, or exhaust any
right or take any action against any other Obligor or any other
Person (including any other guarantor) or entity or any
collateral securing the Obligations, as the case may be.

                              -58-

SECTION IV.10.5.  Postponement of Subrogation, etc.  Each
Borrower agrees that it will not exercise any rights which it may
acquire by way of rights of subrogation under any Loan Document
to which it is a party, nor shall any Borrower seek or be
entitled to seek any contribution or reimbursement from any
Obligor, in respect of any payment made hereunder, under any
other Loan Document or otherwise, until following the Termination
Date.  Any amount paid to any Borrower on account of any such
subrogation rights prior to the Termination Date shall be held in
trust for the benefit of the Secured Parties and shall
immediately be paid and turned over to the Administrative Agent
for the benefit of the Secured Parties in the exact form received
by such Borrower (duly endorsed in favor of the Administrative
Agent, if required), to be credited and applied against the
Obligations, whether matured or unmatured, in accordance with
Section 4.7; provided, however, that if

     (a)  any Borrower has made payment to the Secured Parties of
all or any part of the Obligations; and

     (b)  the Termination Date has occurred;

then at such Borrower's request, the Administrative Agent, (on
behalf of the Secured Parties) will, at the expense of such
Borrower, execute and deliver to such Borrower appropriate
documents (without recourse and without representation or
warranty) necessary to evidence the transfer by subrogation to
such Borrower of an interest in the Obligations resulting from
such payment.  In furtherance of the foregoing, at all times
prior to the Termination Date each Borrower shall refrain from
taking any action or commencing any proceeding against any
Obligor (or its successors or assigns, whether in connection with
a bankruptcy proceeding or otherwise) to recover any amounts in
the respect of payments made under any Loan Document to any
Secured Party.

SECTION IV.10.6.  Guaranty Limitations.  Notwithstanding anything
to the contrary contained herein, (a) each U.K. Obligor other
than U.K. Holdings (which shall guaranty all Obligations) shall
only be a guarantor of the U.K. Obligations and the indemnities
contained herein and not for any other amounts and (b) the French
Borrower shall only be a guarantor for the amount of the Loans
received by the French Borrower or from proceeds of Loans sent to
the French Borrower in accordance with clause (e)(i) of Section
7.2.2 or clause (e) of Section 7.2.5.

SECTION IV.11.  Defaulting Lenders.  Notwithstanding anything in
this Agreement to the contrary, as to any Lender which (a) has
refused (which refusal has not been retracted) to make available
its portion of any Borrowing or to fund its portion of any
unreimbursed (or disgorged) payment under Section 2.6.1 or (b)
has given notice to the Administrative Agent and/or the Borrowers
that it does not intend to comply with its obligations under
Section 2.1 or under Section 2.6.1, in the case of clause (a) or
clause (b) above, in connection with or after the appointment of
a receiver or conservator with respect to such Lender at the
direction or request of any regulatory agency or authority (such
Lender, a "Defaulting Lender"):

     (i)  such Lender shall not be deemed a Required Lender
hereunder and such Lender's Commitments, Loans and Letter of
Credit Outstandings shall be excluded from the calculations set
forth in the definition of Required Lenders;

     (ii)  such Lender shall not be entitled to receive any
portion of (A) Letter of Credit fees, (B) interest payable with
respect to any Disbursements or (C) amounts received in respect
of Disbursements; and

                              -59-

     (iii)  such Lender shall not be entitled to receive any
commitment fee payable in respect of the Commitment Amount.

In addition to the foregoing, and notwithstanding Section 2.1.2,
if any Lender shall fall within the description set forth in
clause (a) or (b) above, the Issuer shall not be required to
issue any Letter of Credit, unless arrangements reasonably
satisfactory to the Issuer have been entered into to eliminate
the Issuer's risk with respect to the participation in Letters of
Credit by such Lender, including Cash Collateralizing such
Lender's Letter of Credit Commitment.


                           ARTICLE V
                CONDITIONS TO CREDIT EXTENSIONS

SECTION V.1.  Initial Credit Extensions.  The obligations of the
Lenders and, if applicable, the Issuer or the Loan Note Guarantor
to fund any Credit Extensions to the Borrowers shall be subject
to the prior or concurrent satisfaction of each of the conditions
precedent set forth in this Section 5.1.

SECTION V.1.1.  Resolutions, etc.  The Administrative Agent shall
have received from each Obligor executing a Loan Document
pursuant to Section 5.1, as applicable, (a) in the case of each
U.S. Obligor, a copy of a good standing certificate (or its
equivalent), dated a date reasonably close to the Closing Date,
for each such Person and (b) a certificate, dated the Closing
Date and with counterparts for each Lender, duly executed and
delivered by such Person's Secretary or Assistant Secretary,
managing member or general partner, as applicable, as to

     (a)  resolutions of each such Person's Board of Directors
(or other managing body, in the case of other than a corporation)
then in full force and effect authorizing, to the extent
relevant, the execution, delivery and performance of each Loan
Document to be executed by such Person applicable to such person;

     (b)  the incumbency and signatures of each Authorized
Officer signing any Loan Documents; and

     (c)  the full force and validity of each Organic Document of
such Person and copies thereof;

upon which certificates each Secured Party may conclusively rely
until it shall have received a further certificate of the
Secretary, Assistant Secretary, managing member or general
partner, as applicable, of any such Person canceling or amending
the prior certificate of such Person.

SECTION V.1.2.  Refinancing.  All Indebtedness to be repaid in
connection with the Refinancing, together with all interest, all
prepayment premiums and other amounts due and payable with
respect thereto, shall have been paid in full from the proceeds
of the initial Credit Extension and the commitments in respect of
such Indebtedness shall have been terminated, and all Liens
securing payment of any such Indebtedness have been released and
the Administrative Agent shall have received all executed UCC
termination statements (Form UCC-3) or other instruments as may
be suitable or appropriate in connection therewith.

                              -60-

SECTION V.1.3.  Closing Fees, Expenses, etc.  The Administrative
Agent shall have received for its own account, or for the account
of each Lender, as the case may be, all fees, costs and expenses
due and payable pursuant to Sections 3.3 and 10.3, if then
invoiced.

SECTION V.1.4.  Delivery of Notes.  The Administrative Agent
shall have received, for the account of each Lender that has
requested a Note, such Lender's Notes duly executed and delivered
by an Authorized Officer of each Borrower.

SECTION V.1.5.  Opinions of Counsel.  The Administrative Agent
shall have received opinions, dated the Closing Date and
addressed to the Administrative Agent and all Lenders, from

     (a)  Hunton & Williams, acting as special Virginia and New
York counsel to the Obligors, in form and substance satisfactory
to the Administrative Agent;

     (b)  Slaughter and May, acting as special English counsel to
the Obligors, in form and substance satisfactory to the
Administrative Agent; and

     (c)  special French counsel and Northern Irish counsel to
the Obligors, in each case, in form and substance and from
counsel satisfactory to the Administrative Agent.

SECTION V.1.6.  Pledge Agreements.  The Administrative Agent
shall have received, with counterparts for each Lender, the U.S.
Borrower Foreign Pledge Agreement, the U.K. Borrower Pledge
Agreement, duly executed and delivered by an Authorized Officer
of the U.S. Borrower or the applicable U.K. Obligor respectively,
together with, the certificates evidencing all of the issued and
outstanding shares of Capital Securities of U.K. Acquisitions I
(other than those shares owned by Andrew Kohut), U.K.
Acquisitions II (other than those shares owned by Andrew Kohut),
U.K. Holdings (other than those shares owned by Chesapeake
International Holding Company, a Virginia corporation), Field
Group and the certificates evidencing 89% of the issued and
outstanding shares of Capital Securities of Boxmore,
respectively, which certificates shall in each case be
accompanied by undated stock powers or powers of transfer duly
executed in blank, or, if any such shares of Capital Securities
pledged pursuant to such Pledge Agreement are uncertificated
securities, the Administrative Agent shall have obtained
Acontrol@ (as defined in the UCC) over such shares of Capital
Securities or otherwise have a perfected security interest in
such Capital Securities.

SECTION V.1.7.  Closing Date Certificate.  The Administrative
Agent shall have received, with counterparts or copies for each
Lender, the Closing Date Certificate, dated the Closing Date and
duly executed and delivered by an Authorized Officer of the U.K.
Borrowers, in which certificate the U.K. Borrowers shall agree
and acknowledge that the statements made therein shall be deemed
to be true and correct representations and warranties of the U.K.
Borrowers made as of such date under this Agreement, and, at the
time such certificate is delivered, such statements shall in fact
be true and correct.

SECTION V.1.8.  Solvency, etc.  The Administrative Agent shall
have received, with counterparts for each Lender, a solvency
certificate duly executed and delivered by the chief financial or
accounting (including the treasurer) Authorized Officer of the
U.S. Borrower, dated the Closing Date, in the form of Exhibit I
attached hereto.

                              -61-

SECTION V.1.9.  Guarantees.  The Administrative Agent shall have
received, with counterparts for each Lender, the Subsidiary
Guaranty, dated as of the date hereof, duly executed and
delivered by an Authorized Officer of each Person a party
thereto.

SECTION V.1.10.  Financial Information, etc.  The Administrative
Agent shall have received,

     (a)  a pro forma consolidated balance sheet of the U.S.
Borrower and its Subsidiaries, as of April 2, 2000 certified by
the chief financial or accounting Authorized Officer of the U.S.
Borrower, giving effect to all the transactions contemplated by
this Agreement, which shall be satisfactory to the Administrative
Agent; and

     (b) five year projections of the U.S. Borrower and its
Subsidiaries, each of which shall be satisfactory in all respects
to the Administrative Agent.

SECTION V.2.  All Credit Extensions.  The obligation of each
Lender, the Issuer or the Loan Note Guarantor to make any Credit
Extension shall be subject to, and the satisfaction of, each of
the conditions precedent set forth below.

SECTION V.2.1.  Compliance with Warranties, No Default, etc.
Both before and after giving effect to any Credit Extension (but,
if any Default of the nature referred to in Section 8.1.5 shall
have occurred with respect to any other Indebtedness, without
giving effect to the application, directly or indirectly, of the
proceeds of such Credit Extension) the following statements shall
be true and correct:

     (a)  the representations and warranties set forth in each
Loan Document, other than Section 6.6, shall, in each case, be
true and correct in all material respects with the same effect as
if then made (unless stated to relate solely to an earlier date,
in which case such representations and warranties shall be true
and correct in all material respects as of such earlier date);
and

     (b)  no Default shall have then occurred and be continuing.

SECTION V.2.2.  Credit Extension Request, etc.  Subject to
Section 2.3.2, the Administrative Agent shall have received a
Borrowing Request if Loans are being requested, or an Issuance
Request if a Letter of Credit is being requested or extended.
Each of the delivery of a Borrowing Request or Issuance Request
and the acceptance by any Borrower of the proceeds of such Credit
Extension shall constitute a representation and warranty by such
Borrower that on the date of such Credit Extension (both
immediately before and after giving effect to such Credit
Extension and the application of the proceeds thereof) the
statements made in Section 5.2.1 are true and correct in all
material respects.

SECTION V.2.3.  Satisfactory Legal Form.  All documents executed
or submitted pursuant hereto by or on behalf of any Borrower or
any of its Subsidiaries or any other Obligors shall be reasonably
satisfactory in form and substance to the Administrative Agent
and its counsel; the Administrative Agent and its counsel shall
have received all information, approvals, opinions, documents or
instruments as the Administrative Agent or its counsel may
reasonably request.

                              -62-

                            ARTICLE VI
                   REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders, the Administrative Agent, the
Issuer and the Loan Note Guarantor to enter into this Agreement
and to make Credit Extensions hereunder, each Borrower represents
and warrants to the Lenders, the Administrative Agent, the Issuer
and the Loan Note Guarantor as set forth in this Article.

SECTION VI.1.  Organization, etc.  Each Obligor is validly
organized and existing and in good standing under the laws of the
state or jurisdiction of its incorporation or organization, is
duly qualified to do business and is in good standing as a
foreign entity in each jurisdiction where the nature of its
business requires such qualification (except for where failure to
do so could not reasonably be expected to have a Material Adverse
Effect), and has full power and authority and holds all requisite
governmental licenses, permits and other approvals to enter into
and perform its Obligations under each Loan Document to which it
is a party and to own and hold under lease its property and to
conduct its business substantially as currently conducted by it
(except for where failure to do so could not reasonably be
expected to have a Material Adverse Effect).

SECTION VI.2.  Due Authorization, Non-Contravention, etc.  The
execution, delivery and performance by each Obligor of each Loan
Document executed or to be executed by it, are in each case
within such Person's powers, have been duly authorized by all
necessary action, and do not

     (a)  result in a default under or contravene any (i)
Obligor=s Organic Documents, (ii) contractual restriction,
indenture or loan agreement binding on or affecting such Obligor,
(iii) court decree or order binding on or affecting such Obligor
or (iv) law or governmental regulation binding on or affecting
such Obligor; or

     (b)  result in, or require the creation or imposition of,
any Lien on such Obligor's properties (except as permitted by
this Agreement).

SECTION VI.3.  Government Approval, Regulation, etc.  No
authorization or approval or other action by, and no notice to or
filing with, any Governmental Authority or other Person (other
than those that have been, or on the applicable Closing Date will
be, duly obtained or made and which are, or on the applicable
Closing Date will be, in full force and effect) is required for
the due execution, delivery or performance by any Obligor of any
Loan Document to which it is a party, in each case by the parties
thereto.  Neither the U.S. Borrower nor any of its Subsidiaries
is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, or a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

SECTION VI.4.  Validity, etc.  This Agreement has been duly
executed and delivered by each Borrower, and each Loan Document
to which each Obligor is a party constitute, or will, on the due
execution and delivery thereof by such Obligor, constitute, the
legal, valid and binding obligations of such Obligor, enforceable
against it in accordance with their respective terms (except, in
any case, as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally and by general principles of equity).

SECTION VI.5.  Financial Information.  The financial statements
of the U.S. Borrower and its Subsidiaries furnished to the
Administrative Agent and each Lender pursuant to Section 5.1.10
have been prepared in accordance with GAAP consistently applied,
and present fairly, in all material respects, the consolidated

                              -63-

financial condition of the Persons covered thereby as at the
dates thereof and the results of their operations for the periods
then ended, subject to normal year-end adjustments.  All balance
sheets, all statements of operations, shareholders' equity and
cash flow and all other financial information of each of the U.S.
Borrower and its Subsidiaries furnished pursuant to Section 7.1.1
have been and will for periods following the Effective Date be
prepared in accordance with GAAP consistently applied, and do or
will present fairly, in all material respects, the consolidated
financial condition of the Persons covered thereby as at the
dates thereof and the results of their operations for the periods
then ended, subject to normal year-end adjustments.

SECTION VI.6.  No Material Adverse Change.  There has been no
material adverse change in the business, assets, financial
condition, liabilities, revenues, tax position, debt service
capacity, operations or prospects of the U.S. Borrower and its
Subsidiaries, taken as a whole, since December 31, 1999.

SECTION VI.7.  Litigation, Labor Controversies, etc.  There is no
pending or, to the knowledge of the U.S. Borrower or any of its
Subsidiaries, threatened litigation, action, proceeding or labor
controversy

     (a)  except as disclosed in Item 6.7 of the Disclosure
Schedule, affecting any Obligor or any of their respective
properties, businesses, assets or revenues, which could
reasonably be expected to have a Material Adverse Effect, and no
adverse development has occurred in any labor controversy,
litigation, arbitration or governmental investigation or
proceeding disclosed in Item 6.7; or

     (b)  which purports to affect the legality, validity or
enforceability of any Loan Document.

SECTION VI.8.  Subsidiaries.  The U.S. Borrower has no
Subsidiaries, except those Subsidiaries

     (a)  which are identified in Item 6.8 of the Disclosure
Schedule; or

     (b)  which are permitted to have been organized or acquired
in accordance with Sections 7.2.5 or 7.2.9.

SECTION VI.9.  Ownership of Properties.  The U.S. Borrower and
each of its Subsidiaries owns (a) in the case of owned real
property, good and marketable fee title to, and (b) in the case
of owned personal property, good and valid title to, or, in the
case of leased real or personal property, valid and enforceable
leasehold interests (as the case may be) in, all of its material
properties and assets, real and personal, tangible and
intangible, of any nature whatsoever, free and clear in each case
of all Liens or claims, except for Permitted Liens.

SECTION VI.10.  Taxes.  The U.S. Borrower and each of its
Subsidiaries has filed all Tax returns and reports required by
law to have been filed by it and has paid all Taxes and
governmental charges thereby shown to be due and owing, except
any such Taxes or charges which are being diligently contested in
good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its
books or where the failure to pay, individually or in the
aggregate, could not reasonably be expected to have a Material
Adverse Effect.

SECTION VI.11.  Pension and Welfare Plans.  During the twelve-
consecutive-month period prior to the Effective Date and prior to
the date of any Credit Extension hereunder, no steps have been
taken to terminate any Pension Plan which could be reasonably
likely to result in a material liability to any Borrower or any

                              -64-

member of the Controlled Group, and no contribution failure has
occurred with respect to any Pension Plan sufficient to give rise
to a Lien under Section 302(f) of ERISA.  No condition exists or
event or transaction has occurred with respect to any Pension
Plan which might result in the incurrence by the U.S. Borrower or
any member of the Controlled Group of any material liability,
fine or penalty which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.
Neither the U.S. Borrower nor any member of the Controlled Group
has any contingent liability with respect to any post-retirement
benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Title I of ERISA
other than those which, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.
Each Foreign Employee Benefit Plan maintained or contributed to
by the Borrowers, any Foreign Subsidiaries or any ERISA Affiliate
is in compliance with all laws, regulations and rules applicable
thereto and the respective requirements of the governing
documents for such Plan except for such failures which,
individually or in the aggregate could not reasonably be expected
to have a Material Adverse Effect.  The aggregate of the
liabilities to provide all of the accrued benefits under any
Foreign Pension Plan maintained or contributed to by the
Borrowers, any Foreign Subsidiaries or any ERISA Affiliate does
not exceed the current fair market value of the assets held in
the trust or other funding vehicle for such Plan in a manner that
could reasonably be expected to have a Material Adverse Effect.
With respect to any Foreign Employee Benefit Plan maintained by
the Borrowers, any Foreign Subsidiaries or any ERISA Affiliate
(other than a Foreign Pension Plan), reasonable reserves have
been established in accordance with prudent business practice or
where required by ordinary accounting practices in the
jurisdiction in which such Plan is maintained.  The aggregate
unfunded liabilities, after giving effect to any reserves for
such liabilities, with respect to such Plans are not reasonably
expected to have a Material Adverse Effect.  There are no
actions, suits or claims (other than routine claims for benefits)
pending or threatened against the Borrowers, any Foreign
Subsidiaries or any ERISA Affiliate with respect to any Foreign
Employee Benefit Plan other than those which, individually or in
the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

SECTION VI.12.  Environmental Warranties.  Except as set forth in
Item 6.12 of the Disclosure Schedule:

     (a)  all facilities and property (including underlying
groundwater) owned or leased by the U.S. Borrower or any of its
Subsidiaries have been, and continue to be, owned or leased by
the U.S. Borrower and its Subsidiaries in material compliance
with all Environmental Laws other than those which, individually
or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect;

     (b)  there have been no past, and there are no pending or
threatened (i) claims, complaints, notices or requests for
information received by the U.S. Borrower or any of its
Subsidiaries with respect to any alleged violation of any
Environmental Law, or (ii) complaints, notices or inquiries to
the U.S. Borrower or any of its Subsidiaries regarding potential
liability under any Environmental Law other than those which,
individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect;

    (c)  there have been no Releases of Hazardous Materials at,
on or under any property now or previously owned or leased by the
U.S. Borrower or any of its Subsidiaries that have, or could
reasonably be expected to have, a Material Adverse Effect;

    (d)  the U.S. Borrower and its Subsidiaries have been issued
and are in material compliance with all permits, certificates,
approvals, licenses and other authorizations relating to
environmental matters except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect;

                              -65-

    (e)  no property now or previously owned or leased by the
U.S. Borrower or any of its Subsidiaries is listed or proposed
for listing (with respect to owned property only) on the National
Priorities List pursuant to CERCLA, on the CERCLIS or on any
similar state list of sites requiring investigation or clean-up
which may lead to any material claims against the U.S. Borrower
or any of its Subsidiaries;

    (f)  there are no underground storage tanks, active or
abandoned, including petroleum storage tanks, on or under any
property now or previously owned or leased by the U.S. Borrower
or any of its Subsidiaries that, singly or in the aggregate,
have, or could reasonably be expected to have, a Material Adverse
Effect;

    (g)  neither the U.S. Borrower nor any Subsidiary has
directly transported or directly arranged for the transportation
of any Hazardous Material to any location which is listed or
proposed for listing on the National Priorities List pursuant to
CERCLA, on the CERCLIS or on any similar state list or which is
the subject of federal, state or local enforcement actions or
other investigations which may lead to material claims against
the U.S. Borrower or such Subsidiary for any remedial work,
damage to natural resources or personal injury, including claims
under CERCLA;

    (h)  there are no polychlorinated biphenyls or friable
asbestos present at any property now or previously owned or
leased by the U.S. Borrower or any Subsidiary that, singly or in
the aggregate, have, or could reasonably be expected to have, a
Material Adverse Effect; and

    (i)  no conditions exist at, on or under any property now or
previously owned or leased by the U.S. Borrower which, with the
passage of time, or the giving of notice or both, would give rise
to material liability under any Environmental Law other than
those that could not reasonably be expected to have a Material
Adverse Effect.

SECTION VI.13.  Accuracy of Information. (a) None of the factual
information heretofore or contemporaneously furnished in writing
to any Secured Party by or on behalf of any Obligor in connection
with any Loan Document (including the Confidential Memorandum) or
any transaction contemplated hereby, taken as a whole, contains
any untrue statement of a material fact, or omits to state any
material fact necessary to make any information not misleading,
and no other factual information hereafter furnished in
connection with any Loan Document by or on behalf of any Obligor
to any Secured Party, taken as a whole, will contain any untrue
statement of a material fact or will omit to state any material
fact necessary to make any information not misleading on the date
as of which such information is dated or certified.

    (b)  All written information prepared by any consultant or
professional advisor on behalf of any Borrower or any of its
Subsidiaries which was furnished to the Administrative Agent or
any Lender in connection with the preparation, execution and
delivery of this Agreement has been reviewed by the Borrowers,
and nothing has come to the attention of the Borrowers in the
context of such review which would lead them to believe that such
information (or the assumptions on which such information is
based) is not, taken as a whole, true and correct in all material
respects or that such information, taken as a whole, omits to
state any material fact necessary to make such information not
misleading in any material respect.

    (c)  Insofar as any of the information described above
includes assumptions, estimates, projections or opinions, the
Borrowers have reviewed such matters and nothing has come to the
attention of the Borrowers in the context of such review which
would lead them to believe that such assumptions, estimates,

                              -66-

projections or opinions, omit to state any material fact
necessary to make such assumptions, estimates, projections or
opinions not reasonable or not misleading in any material
respect.  All projections and estimates have been prepared in
good faith on the basis of reasonable assumptions.

SECTION VI.14.  Regulations T, U and X.  No Obligor is engaged in
the business of extending credit for the purpose of purchasing or
carrying margin stock, and no proceeds of any Credit Extensions
will be used to purchase or carry margin stock or otherwise for a
purpose which violates, or would be inconsistent with, F.R.S.
Board Regulation T, Regulation U or Regulation X.  Terms for
which meanings are provided in F.R.S. Board Regulation T,
Regulation U or Regulation X or any regulations substituted
therefor, as from time to time in effect, are used in this
Section with such meanings.

SECTION VI.15.  Solvency.  Each Borrower and each Guarantor is
Solvent.

SECTION VI.16.  Compliance with Laws.  Except as disclosed in
Item 6.16 of the Disclosure Schedule, the U.S. Borrower and its
Subsidiaries have complied in all material respects with all
applicable statutes, rules, regulations, orders and restrictions
of any domestic or foreign government, or any instrumentality or
agency thereof, having jurisdiction over the conduct of its
businesses or the ownership of its properties, including those
relating to public health and safety and protection of the
environment, except to the extent such compliance could not
reasonably be expected to have a Material Adverse Effect.
Neither the U.S. Borrower nor any of its Subsidiaries has
received any notice to the effect that its operations are not in
material compliance with any of the requirements of applicable
federal, state and local environmental, health and safety
statutes and regulations or are the subject of any federal or
state investigation evaluating whether any remedial action is
needed to respond to a release of any toxic or hazardous waste or
substance into the environment, which non-compliance or remedial
action could be reasonably expected to have a Material Adverse
Effect.  The U.S. Borrower and its Subsidiaries have obtained all
authorizations necessary and appropriate to own and operate their
businesses and all such authorizations are in full force and
effect, except where the failure to so obtain such authorizations
or to so keep such authorizations in full force and effect could
not be reasonably expected to have a Material Adverse Effect.

SECTION VI.17.  No Contractual or Other Restrictions.  No
Subsidiary, other than those listed in Item 6.17 of the
Disclosure Schedule, is a party to any agreement or arrangement
or subject to any law, rule, regulation or decision that limits
its ability to pay dividends to, or otherwise make Investments in
or other payments to, the U.S. Borrower or that limits its
ability to grant Liens solely in favor of the Administrative
Agent.

SECTION VI.18.  Absence of any Undisclosed Liabilities.  There
are no material liabilities of the U.S. Borrower or any of its
Subsidiaries of any kind whatsoever, whether accrued, contingent,
absolute, determined, determinable or otherwise, and there is no
existing condition, situation or set of circumstances which could
reasonably be expected to result in such a liability, other than
those liabilities provided for or disclosed in the most recently
delivered financial statements or pursuant to public filings with
the SEC.

SECTION VI.19.  Labor Relations.  To the best of each Borrower=s
knowledge, neither such Borrower nor any of its Subsidiaries is
engaged in any unfair labor practice that could reasonably be
expected to have a Material Adverse Effect and there is (a) no
unfair labor practice complaint pending against such Borrower or
any Subsidiary or threatened against any of them, before the
National Labor Relations Board, and no material grievance or
arbitration proceeding arising out of or under any collective
bargaining agreement is so pending against such Borrower or any
Subsidiary or threatened against any of them, (b) no strike,
labor dispute, slow down or stoppage pending against such
Borrower or any Subsidiary or threatened against such Borrower or
any Subsidiary, and (c) no union representation proceeding is
pending with respect to the employees of such Borrower or any
Subsidiary, except (with respect to any matter specified in
clause (a), (b) or (c) above, either individually or in the
aggregate) such as could not reasonably be expected to have a
Material Adverse Effect.

                              -67-

                           ARTICLE VII
                            COVENANTS

SECTION VII.1.  Affirmative Covenants.  The Borrowers agree that
until the Termination Date has occurred, the Borrowers will, and
will cause their respective Subsidiaries to, perform or cause to
be performed the obligations set forth below.

SECTION VII.1.1.  Financial Information, Reports, Notices, etc.
The Borrowers will furnish, or cause to be furnished, to the
Administrative Agent (with sufficient copies for each Lender)
copies of the following financial statements, reports, notices
and information:

     (a)  as soon as available and in any event within 50 days
after the end of each of the first three Fiscal Quarters of each
Fiscal Year, an unaudited consolidated and consolidating balance
sheet of the U.S. Borrower and its Subsidiaries as of the end of
such Fiscal Quarter and consolidated statements of income and
cash flow of the U.S. Borrower and its Subsidiaries for such
Fiscal Quarter and for the period commencing at the end of the
previous Fiscal Year and ending with the end of such Fiscal
Quarter, and including (in each case), in comparative form the
figures for the corresponding Fiscal Quarter in, and year to date
portion of, the immediately preceding Fiscal Year, certified by
the chief financial or accounting Authorized Officer (including
the treasurer) of the U.S. Borrower to present fairly, complete
and correct in all material respects the financial condition of
the U.S. Borrower, subject to normal year-end adjustments;

     (b)  as soon as available and in any event within 90 days
after the end of each Fiscal Year, a copy of the consolidated and
consolidating balance sheet of the U.S. Borrower and its
Subsidiaries, and the related consolidated statements of income
and cash flow of the U.S. Borrower and its Subsidiaries for such
Fiscal Year, setting forth in comparative form the figures for
the immediately preceding Fiscal Year, audited (without any
Impermissible Qualification) by independent public accountants
acceptable to the Administrative Agent stating that, in
performing the examination necessary to deliver the audited
financial statements of the U.S. Borrower, no knowledge was
obtained of any Default or Event of Default;

     (c)  concurrently with the delivery of the financial
information pursuant to clauses (a) and (b), a Compliance
Certificate, executed by the chief financial or accounting
Authorized Officer (including the treasurer) of the U.S.
Borrower, showing compliance with the financial covenant set
forth in Section 7.2.4 and stating that no Default has occurred
and is continuing (or, if a Default has occurred, specifying the
details of such Default and the action that the U.S. Borrower or
an Obligor has taken or proposes to take with respect thereto);

     (d)  as soon as possible and in any event within three days
after any officer of the U.S. Borrower or any other Obligor
obtains knowledge of the occurrence of a Default, a statement of
an Authorized Officer of the U.S. Borrower setting forth details
of such Default and the action which the U.S. Borrower or such
Obligor has taken and proposes to take with respect thereto;

                              -68-

     (e)  as soon as possible and in any event within three days
after the U.S. Borrower or any other Obligor obtains knowledge of
(i) the occurrence of any material adverse development with
respect to any litigation, action, proceeding or labor
controversy described in Item 6.7 of the Disclosure Schedule or
(ii) the commencement of any litigation, action, proceeding or
labor controversy of the type and materiality described in
Section 6.7, notice thereof and, to the extent the Administrative
Agent requests, copies of all documentation relating thereto;

     (f)  promptly after the sending or filing thereof, copies of
all reports, notices, prospectuses and registration statements
which any Obligor files with the SEC or any national securities
exchange;

     (g)  immediately upon becoming aware of (i) the institution
of any steps by any Person to terminate any Pension Plan, (ii)
the failure to make a required contribution to any Pension Plan
if such failure is sufficient to give rise to a Lien under
Section 302(f) of ERISA, (iii) the taking of any action with
respect to a Pension Plan which could result in the requirement
that any Obligor furnish a bond or other security to the PBGC or
such Pension Plan, or (iv) the occurrence of any event with
respect to any Pension Plan which could result in the incurrence
by any Obligor of any material liability, fine or penalty, notice
thereof and copies of all documentation relating thereto;

     (h)  promptly upon receipt thereof, copies of all
"management letters" submitted to the U.S. Borrower or any other
Obligor by the independent public accountants referred to in
clause (b) in connection with each audit made by such
accountants;

     (i)  promptly following the mailing or receipt of any notice
or report delivered under the terms of the Senior Notes or any
Subordinated Debt, copies of such notice or report;

     (j)  on or before fifty days following the end of each
Fiscal Quarter, commencing with the close of the 2000 Fiscal
Year, an updated monthly cost budget of the U.S. Borrower,
including annual planned Capital Expenditures and projected
borrowings for such fiscal year, with updated projections showing
financial covenant compliance (collectively, the ABudget@), for
the operation of the U.S. Borrower and its Subsidiaries
businesses during such Fiscal Year, setting forth in detail
reasonably satisfactory to the Administrative Agent the projected
results of operations of the U.S. Borrower and its Subsidiaries
and stating underlying assumptions, and within five days after
the effective date thereof, notice of any material changes or
modifications in the Budget (which shall not include changes
resulting from immaterial adjustments to the timing of any
proposed borrowings);

     (k) promptly upon notice thereof, notice of any change in
any of the U.S. Borrower's ratings by S&P or Moody's; and

     (l)  such other financial and other information as any
Lender or the Issuer through the Administrative Agent may from
time to time reasonably request (including information and
reports in such detail as the Administrative Agent may request
with respect to the terms of and information provided pursuant to
the Compliance Certificate).

SECTION VII.1.2.  Maintenance of Existence; Compliance with Laws,
etc.  Each Borrower will, and will cause each of its respective
Subsidiaries to,

                              -69-

     (a)  except as otherwise permitted by Section 7.2.10 or
where such Subsidiary is an Immaterial Subsidiary, preserve and
maintain its legal existence; and

     (b)  comply in all material respects with all applicable
laws, rules, regulations and orders, including the payment
(before the same become delinquent) of all material Taxes imposed
upon such Borrower or any Subsidiary or upon their property
except to the extent being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in
accordance with GAAP have been set aside on the books of such
Borrower or any such Subsidiary, as applicable.

SECTION VII.1.3.  Maintenance of Properties.  Each Borrower will,
and will cause each of its respective Subsidiaries to, maintain,
preserve, protect and keep its and their respective properties in
good repair, working order and condition (ordinary wear and tear
excepted), and make necessary repairs, renewals and replacements
so that the business carried on by such Borrower and its
Subsidiaries may be properly conducted at all times, unless (a)
such Borrower or such Subsidiary determines that the continued
maintenance of such property is no longer economically desirable
or (b) where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

SECTION VII.1.4.  Insurance.  Each Borrower will, and will cause
each of its respective Subsidiaries to:

     (a)  maintain insurance on its property with financially
sound and reputable insurance companies against loss and damage
in at least the amounts (and with only those deductibles)
customarily maintained, and against such risks as are typically
insured against in the same general area, by Persons of
comparable size engaged in the same or similar business as such
Borrower and its Subsidiaries and consistent with prior
practices; and

     (b)  all worker's compensation, employer's liability
insurance or similar insurance as may be required under the laws
of any state or jurisdiction in which it may be engaged in
business.

SECTION VII.1.5.  Books and Records.  Each Borrower will, and
will cause each of its respective Subsidiaries to, keep books and
records in accordance with GAAP which accurately reflect all of
its business affairs and transactions and permit each Secured
Party or any of its representatives, at reasonable times and
intervals upon reasonable notice to such Borrower, to visit each
Obligor's offices and properties, to discuss such Obligor's
financial matters with its officers and employees, and its
independent public accountants (and such Borrower hereby
authorizes such independent public accountant to discuss each
Obligor's financial matters with each Secured Party or its
representatives whether or not any representative of such Obligor
is present) and to examine (and photocopy extracts from) any of
such Obligor's books and records.  The Borrowers shall pay any
fees of such independent public accountant incurred in connection
with (a) the Administrative Agent's reasonable exercise of its
rights pursuant to this Section or (b) if a Default has occurred
and is continuing, such Secured Party's exercise of its rights
pursuant to this Section.

SECTION VII.1.6.  Environmental Law Covenant.  Each Borrower
will, and will cause each of its respective Subsidiaries to,

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

                              -70-

Hazardous Materials in material compliance with all applicable
Environmental Laws except in each case where the failure to do so
could not reasonably be expected to have a Material Adverse
Effect;

     (b)  promptly notify the Administrative Agent and provide
copies upon receipt of all written claims, complaints, notices or
inquiries relating to the condition of its facilities and
properties in respect of, or as to compliance with, Environmental
Laws, and shall promptly resolve any non-compliance with
Environmental Laws and keep its property free of any Lien imposed
by any Environmental Law except in each case where the failure to
do so could not reasonably be expected to have a Material Adverse
Effect; and

     (c)  provide such information and certifications which the
Administrative Agent may reasonably request from time to time to
evidence compliance with this Section 7.1.6.

SECTION VII.1.7.  Use of Proceeds. The Borrowers will apply the
proceeds of the Credit Extensions to consummate the Refinancing,
provide for working capital and general corporate purposes of the
U.S. Borrower and its Subsidiaries, including Capital
Expenditures and Permitted Acquisitions by such Persons, issue
Letters of Credit for the account of the U.S. Borrower and its
Subsidiaries and to issue the Loan Note Guaranty.

SECTION VII.1.8.  Future Collateral.  Within 60 days of the
Closing Date, the U.S. Borrower will or will cause the applicable
Subsidiary to deliver to the Administrative Agent the
certificates representing the remaining Capital Securities of
Boxmore together with all necessary instruments of transfer or
assignment, duly executed in blank.  The U.S. Borrower will cause
any subsequently acquired or organized Material Subsidiary that
is a U.S. Subsidiary to execute the Subsidiary Guaranty (or a
supplement thereto).  In addition, from time to time, the U.S.
Borrower will, at its cost and expense, promptly secure the
Obligations by pledging or creating, or causing to be pledged or
created, perfected Liens with respect to the Capital Securities
of any subsequently acquired or organized U.K. Subsidiary that is
not an Immaterial Subsidiary of any U.K. Borrower other than
Field and Boxmore, which shall not be required to pledge any of
each of their respective Subsidiaries, to secure the Obligations;
provided, that no U.S. Obligor shall be required to pledge more
than 65% of the Voting Securities of any U.K. Subsidiary.  Such
Liens will be created under the Loan Documents in form and
substance satisfactory to the Administrative Agent, and the
Borrower shall deliver, or cause to be delivered, to the Lenders
all such instruments and documents (including legal opinions and
Lien searches) as the Administrative Agent shall reasonably
request to evidence compliance with this Section.

SECTION VII.1.9.  Foreign Employee Benefit Plan Compliance.  The
Borrowers shall cause each of its Foreign Subsidiaries and ERISA
Affiliates to establish, maintain and operate all Foreign
Employee Benefit Plans (other than government-sponsored plans) in
compliance in all material respects with all laws, regulations
and rules applicable thereto and the respective requirements of
the governing documents for such plans, except where the failure
to do so could not reasonably be expected to have a Material
Adverse Effect.

SECTION VII.1.10.  Boxmore Organic Documents.  As soon as
possible, but in any event within 40 days of the Closing Date,
each Borrower agrees that Boxmore's Articles of Association will
be amended to eliminate any limitations on the incurrence of
Indebtedness.  Notwithstanding anything to the contrary contained
herein, until such time as the Borrowers have complied with the
preceding sentence, the U.K. Borrowers will not incur U.K.
Obligations (excluding the Loan Note Guaranty) that would cause

                              -71-

Boxmore and its Subsidiaries, on a consolidated basis, to incur
aggregate Indebtedness in excess of two times the Adjusted
Capital and Reserves (as defined in Article 30.03 of Boxmore's
Articles of Association).

SECTION VII.2.  Negative Covenants.  The Borrowers covenant and
agree with each Secured Party that until the Termination Date has
occurred, the Borrowers will, and will cause each of their
respective Subsidiaries to, perform or cause to be performed the
obligations set forth below.

SECTION VII.2.1.  Business Activities. The U.S. Borrower will
not, and will not permit any of its Subsidiaries to, engage in
any business activity except those business activities in which
the U.S. Borrower and its Subsidiaries are engaged on the
Effective Date and activities reasonably incidental thereto.

SECTION VII.2.2.  Indebtedness.  The Borrowers will not, and will
not permit any of their respective Subsidiaries to, create,
incur, assume or permit to exist any Indebtedness, other than,
without duplication:

     (a)  Indebtedness in respect of the Obligations;

     (b)  prior to the Closing Date, Indebtedness existing prior
to the Closing Date which is identified in Item 7.2.2(b) of the
Disclosure Schedule ("Indebtedness to be Repaid") in connection
with the Refinancing;

     (c)  Indebtedness existing as of the Effective Date (other
than the Senior Notes) which is identified in Item 7.2.2(c) of
the Disclosure Schedule, and refinancing of such Indebtedness on
No Less Favorable Terms and Conditions;

     (d)  unsecured Indebtedness of the U.S. Borrowers and its
U.S. Subsidiaries, other than Receivables Co.;

     (e)  Indebtedness of the U.S. Borrower or any Subsidiary
owing to the U.S. Borrower or any other Subsidiary, which
Indebtedness

           (i)  if incurred by a Foreign Subsidiary (that is not
      a Borrower) owing to any Borrower or a Subsidiary
      Guarantor, shall not (when aggregated with the amount of
      Investments made by such Borrower and the Subsidiary
      Guarantors in Foreign Subsidiaries under clause (e)(i) of
      Section 7.2.5), exceed $50,000,000; and

           (ii)  if incurred by Receivables Co., shall be
      incurred only in connection with the Permitted Receivables
      Transaction;

     (f)  unsecured Indebtedness from any Borrower or any
Subsidiary Guarantor to a Foreign Subsidiary incurred solely to
effectuate a Permitted Acquisition;

     (g)  Indebtedness of the U.S. Borrower in respect of the
Senior Notes;

     (h)  Indebtedness of a Person existing at the time such
Person became a Subsidiary of the U.S. Borrower;

     (i)  Subordinated Debt of the U.S. Borrower and its
Subsidiaries;

                              -72-

     (j)  Indebtedness of Receivables Co. incurred in connection
with the Permitted Receivables Transaction in an aggregate amount
at any time not to exceed $175,000,000; provided, however, that
if the Leverage Ratio, calculated on a pro forma basis after
giving effect to the incurrence of such Indebtedness is greater
than 3.25:1 at the time of the incurrence of such Indebtedness,
such Indebtedness may not exceed $100,000,000; and

     (k)  other Indebtedness of the U.S. Borrower and its
Subsidiaries in an aggregate amount at any time outstanding not
to exceed 10% of Consolidated Net Tangible Assets;

provided, however, that no Indebtedness otherwise permitted by
clause (d), (e)(i), (f), (i) or (k) shall be assumed or otherwise
incurred if a Default has occurred and is then continuing or
would result therefrom.

SECTION VII.2.3.  Liens.  The Borrowers will not, and will not
permit any of their respective Subsidiaries to, create, incur,
assume or permit to exist any Lien upon any of its property
(including Capital Securities of any Person), revenues or assets,
whether now owned or hereafter acquired, except (collectively,
the "Permitted Liens"):

     (a)  Liens securing payment of the Obligations;

     (b)  Liens existing prior to the Closing Date securing an
aggregate amount of less than $5,000,000 of Indebtedness;

     (c)  Liens existing as of the Effective Date and disclosed
in Item 7.2.3(c) of the Disclosure Schedule securing Indebtedness
described in clause (c) of Section 7.2.2, and refinancings of
such Indebtedness on No Less Favorable Terms and Conditions;
provided, that no such Lien shall encumber any additional
property and the amount of Indebtedness secured by such Lien is
not increased from that existing on the Effective Date (as such
Indebtedness may have been permanently reduced subsequent to the
Effective Date);

     (d)  Liens in favor of carriers, warehousemen, mechanics,
materialmen and landlords granted in the ordinary course of
business for amounts not overdue or being diligently contested in
good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its
books;

     (e)  Liens incurred or deposits made in the ordinary course
of business in connection with worker's compensation,
unemployment insurance or other forms of governmental insurance
or benefits, or to secure performance of tenders, statutory
obligations, bids, leases or other similar obligations (other
than for borrowed money) entered into in the ordinary course of
business or to secure obligations on surety and appeal bonds or
performance bonds;

     (f)  judgment Liens in existence for less than 45 days after
the entry thereof or with respect to which execution has been
stayed or the payment of which is covered in full (subject to a
customary deductible) by insurance maintained with responsible
insurance companies and which do not otherwise result in an Event
of Default under Section 8.1.6;

                              -73-

     (g)  easements, rights-of-way, zoning restrictions, minor
defects or irregularities in title and other similar encumbrances
not interfering in any material respect with the value or use of
the property to which such Lien is attached;

     (h)  Liens for Taxes, assessments or other governmental
charges or levies not at the time delinquent or thereafter
payable without penalty or being diligently contested in good
faith by appropriate proceedings and for which adequate reserves
in accordance with GAAP shall have been set aside on its books;

     (i)  Liens securing the Senior Notes Obligations secured
ratably and equally with the Obligations pursuant to a collateral
sharing agreement;

     (j)   Liens on Accounts of Receivables Co. created in
connection with the Permitted Receivables Transaction; and

     (k)  other Liens securing Indebtedness of the type permitted
under clause (k) of Section 7.2.2.

SECTION VII.2.4.  Financial Condition and Operations. The
Borrowers will not permit any of the events set forth below to
occur.

     (a)  The Borrowers will not permit the Leverage Ratio as of
the last day of any Fiscal Quarter occurring during any period
set forth below to be greater than the ratio set forth opposite
such period:

                     Period                    Leverage Ratio


           Closing Date through (and               3.75:1
              including) 09/30/01

        12/31/01 through (and including)           3.50:1
                    03/31/03

            06/30/03 and thereafter                3.25:1


     (b)  The Borrowers will not permit the Interest Coverage
Ratio as of the last day of any Fiscal Quarter to be less 3.00:1.


     (c)  The U.S. Borrower will not permit its Net Worth during
any period set forth below to be less than the amount set forth
opposite such period:

                     Period                      Net Worth


     04/01/00 through (and including)          $425,000,000
      6/30/00

     07/01/00 and thereafter.               $425,000,000 plus
                                            50% of Net Income
                                            since the Effective
                                            Date without
                                            deduction for
                                            losses.

                              -74-


SECTION VII.2.5.  Investments.  The Borrowers will not, and will
not permit any of their respective Subsidiaries to, purchase,
make, incur, assume or permit to exist any Investment in any
other Person, except:

     (a)  Investments existing on the Effective Date and
identified in Item 7.2.5(a) of the Disclosure Schedule;

     (b)  Cash Equivalent Investments;

     (c)  Investments received in connection with the bankruptcy
or reorganization of, or settlement of delinquent accounts and
disputes with, customers and suppliers, in each case in the
ordinary course of business;

     (d)  Investments made pursuant to clause (b) of Section
7.2.6;

     (e)  Investments by way of loans, contributions to capital
or purchases of Capital Securities (i) by the U.S. Borrower in
any Subsidiaries or by any Subsidiary in other Subsidiaries;
provided, that the aggregate amount of intercompany loans made
pursuant to clause (e)(i) of Section 7.2.2 and Investments under
this clause made by the U.S. Borrower and Subsidiary Guarantors
in Foreign Subsidiaries other than a Borrower shall not exceed
$50,000,000 at any time (other than intercompany Investments made
or Indebtedness incurred in connection with a Permitted
Acquisition), (ii) by any Subsidiary in the U.S. Borrower, or
(iii) Investments in Receivables Co. in connection with the
Permitted Receivables Transaction made by the U.S. Borrower
and/or its Subsidiaries;

     (f)  Investments constituting (i) accounts receivable
arising, (ii) trade debt granted, or (iii) deposits made in
connection with the purchase price of goods or services, in each
case in the ordinary course of business;

     (g)  Investments consisting of any deferred portion of the
sales price received by the U.S. Borrower or any Subsidiary in
connection with any Disposition permitted under Section 7.2.10;

     (h)  other Investments in an amount not to exceed
$100,000,000 over the term of this Agreement; and

     (i)  Investments by way of the acquisition of Capital
Securities or assets constituting Permitted Acquisitions;
provided, that (i) such Investments shall result in the
acquisition of a wholly owned Subsidiary and (ii) upon making
such Investments, the provisions of Section 7.1.8 are complied
with;

provided, however, that

     (j)  any Investment which when made complies with the
requirements of clause (a), (b) or (c) of the definition of the
term "Cash Equivalent Investment" may continue to be held
notwithstanding that such Investment if made thereafter would not
comply with such requirements; and

     (k)  no Investment otherwise permitted by clause (d),
(e)(i), (g), (h) or (i) shall be permitted to be made if any
Default has occurred and is continuing or would result therefrom.

                              -75-

SECTION VII.2.6.  Restricted Payments, etc.  The Borrowers will
not, and will not permit any of their respective Subsidiaries to,
declare or make a Restricted Payment, or make any deposit for any
Restricted Payment, other than Restricted Payments made by
Subsidiaries to the Borrowers or wholly owned Subsidiaries other
than so long as no Default has occurred and continuing, except
that the Borrowers or their respective Subsidiaries, as the case
may be, may (a) pay dividends on Capital Securities of the U.S.
Borrower reasonably in accordance with past practices and (b)
repurchase or redeem Capital Securities of any Borrower.

SECTION VII.2.7.  Capital Securities of Subsidiaries.  The U.S.
Borrower will not permit any of its Subsidiaries to, (a) issue
any Capital Securities (whether for value or otherwise) to any
Person other than the U.S. Borrower or another wholly-owned
Subsidiary of the U.S. Borrower or (b) become liable in respect
of any obligation (contingent or otherwise) to purchase, redeem,
retire, acquire or make any other payment in respect of any
Capital Securities of such Subsidiary or any option, warrant or
other right to acquire any such Capital Securities.

SECTION VII.2.8.  Consolidation, Merger, etc.  The Borrowers will
not, and will not permit any of their respective Subsidiaries to
Merge, except

     (a)  any Subsidiary (other than Receivables Co.) may Merge
with and into, the U.S. Borrower or any other Subsidiary (other
than Receivables Co. and provided, however, that a Subsidiary
Guarantor may only Merge with and into, the U.S. Borrower or
another Subsidiary Guarantor), and the assets or Capital
Securities of any Subsidiary may be purchased or otherwise
acquired by the U.S. Borrower or any other Subsidiary (provided,
however, that the assets or Capital Securities of any Subsidiary
Guarantor may only be purchased or otherwise acquired by the U.S.
Borrower or another Subsidiary Guarantor); provided, further,
that in no event shall any Pledged Subsidiary Merge with and into
any Subsidiary other than another Pledged Subsidiary unless after
giving effect thereto, the Administrative Agent shall have a
perfected pledge of, and security interest in and to, at least
the same percentage of the issued and outstanding interests of
Capital Securities (on a fully diluted basis) of the surviving
Person as the Administrative Agent had immediately prior to such
Merger in form and substance satisfactory to the Administrative
Agent and its counsel, pursuant to such documentation and
opinions as shall be necessary in the opinion of the
Administrative Agent to create, perfect or maintain the
collateral position of the Secured Parties therein, and

     (b)  so long as no Default has occurred and is continuing or
would occur after giving effect thereto, the U.S. Borrower or any
of its Subsidiaries, other than Receivables Co., may (to the
extent permitted by clause (i) of Section 7.2.5) purchase all or
substantially all of the assets or Capital Securities of any
Person (or any division thereof), or acquire such Person by
Merger.

SECTION VII.2.9.  Permitted Dispositions.  The Borrowers will
not, and will not permit any of their respective Subsidiaries to,
Dispose of any of such Borrower's or such Subsidiaries' assets
(including accounts receivable and Capital Securities of
Subsidiaries) to any Person in one transaction or series of
transactions unless such Disposition is either (a) a Disposition
which would not have a Material Adverse Effect, (b) permitted by
Section 7.2.8, (c) a Disposition of the Timberlands, such
Disposition to be on terms and conditions reasonably satisfactory
to the Administrative Agent or (d) of Accounts or related assets
pursuant to the Permitted Receivables Transaction.

                              -76-

SECTION VII.2.10.  Modification of Certain Agreements.  The
Borrowers will not consent to or enter into any amendment,
supplement or other modification of any of the terms or
provisions contained in, or applicable to, (a) any Sub Debt
Documents, other than any amendment, supplement, waiver or
modification for which no fee is payable to the holders of the
Subordinated Debt and which (i) extends the date or reduces the
amount of any required repayment, prepayment or redemption of the
principal of such Subordinated Debt, (ii) reduces the rate or
extends the date for payment of the interest, premium (if any) or
fees payable on such Subordinated Debt or (iii) makes the
covenants, events of default or remedies in such Sub Debt
Documents less restrictive on such Borrower, (b) the Sharing
Agreements, (c) the Georgia-Pacific Indemnity, (d) the Senior
Notes Documents or (e) the documents, instruments and agreements
delivered in connection with the Permitted Receivables
Transaction, other than any such amendment, modification or
change which (i) would extend the maturity thereof, (ii) does not
in any way adversely affect the interests of the Secured Parties
under the Loan Documents or (iii) is solely of a technical or
clarifying nature.

SECTION VII.2.11.  Transactions with Affiliates.  Other than with
respect to intercompany transactions among the Borrowers and the
Subsidiary Guarantors that could not in any way adversely affect
the Secured Parties, the Borrowers will not, and will not permit
any of their respective Subsidiaries to, enter into or cause or
permit to exist any arrangement, transaction or contract
(including for the purchase, lease or exchange of property or the
rendering of services) with any of its other Affiliates, unless
such arrangement, transaction or contract is (a) on fair and
reasonable terms no less favorable to such Borrower or such
Subsidiary than it could obtain in an arm's-length transaction
with a Person that is not an Affiliate and (b) of the kind which
would be entered into by a prudent Person in the position of such
Borrower or such Subsidiary with a Person that is not one of its
Affiliates.

SECTION VII.2.12.  Restrictive Agreements, etc.  The Borrowers
will not, and will not permit any of their respective
Subsidiaries to, enter into any agreement (excluding restrictions
on Receivables Co. contained in documentation delivered in
respect of the Permitted Receivables Transaction) prohibiting

     (a)  the creation or assumption of any Lien upon its
properties, revenues or assets, whether now owned or hereafter
acquired;

     (b)  the ability of any Obligor to amend or otherwise modify
any Loan Document; or

     (c)  the ability of any Subsidiary to make any payments,
directly or indirectly, to any Borrower, including by way of
dividends, advances, repayments of loans, reimbursements of
management and other intercompany charges, expenses and accruals
or other returns on investments.

The foregoing prohibitions shall not apply to restrictions
contained (i) in any Loan Document, (ii) in the case of clause
(a), any agreement governing any Indebtedness permitted by clause
(e) of Section 7.2.2 as to the assets financed with the proceeds
of such Indebtedness, or (iii) in the case of clauses (a) and
(c), any agreement of a Foreign Subsidiary governing the
Indebtedness permitted by clause (f)(ii) of Section 7.2.2.

SECTION VII.2.13.  Amendment of Organic Documents.  The Borrowers
will not, and will not permit any of their respective
Subsidiaries to, amend, supplement or otherwise modify, or
permit, consent or suffer to occur any amendment, supplement or
modification of any terms or provisions contained in, or
applicable to, any Organic Document of such Borrower or such
Subsidiary if the effect thereof is to impair, or is in any
manner adverse to, the rights, interests or obligations of any
Secured Party under any Loan Document.

                              -77-

SECTION VII.2.14.  Changes to Fiscal Year.  The Borrowers will
not, and will not permit any of their respective Subsidiaries to,
change its Fiscal Year.

SECTION VII.2.15.  No Prepayment of Subordinated Debt.  The
Borrowers will not, and will not permit any of their respective
Subsidiaries to,

     (a)  make any payment or prepayment of principal of, or
premium or interest (including cash interest) on, any
Subordinated Debt (i) other than the stated, scheduled date for
payment of interest set forth on the date hereof in the
applicable Sub Debt Documents or (ii) which would violate the
terms of this Agreement or the applicable Sub Debt Documents;

     (b)  redeem, retire, purchase, defease or otherwise acquire
any Subordinated Debt; or

     (c)  make any deposit (including the payment of amounts into
a sinking fund or other similar fund) for any of the foregoing
purposes.

Furthermore, neither the Borrowers nor any of their respective
Subsidiary will designate any Indebtedness other than the
Obligations as "Designated Senior Debt" (or any analogous term)
in any Sub Debt Document.

SECTION VII.2.16.  Investments, etc. in Inactive Subsidiaries &
Immaterial Subsidiaries.  Notwithstanding anything to the
contrary in this Agreement, the U.S. Borrower shall not permit
less than 60% of consolidated gross assets of the U.S. Borrower
and its Subsidiaries to be directly owned, in the aggregate by
the Obligors.


                         ARTICLE VIII
                      EVENTS OF DEFAULT

SECTION VIII.1.  Listing of Events of Default.  Each of the
following events or occurrences described in this Article shall
constitute an "Event of Default".

SECTION VIII.1.1.  Non-Payment of Obligations.  The Borrowers
shall default in the payment or prepayment when due of

     (a)  any principal of any Loan, or any Reimbursement
Obligation or any deposit of cash for collateral purposes
pursuant to Section 2.6.4; or

     (b)  any payment of interest on any Loan, any fee described
in Article III or any other monetary Obligation, and such default
shall continue unremedied for a period of three days after such
amount was due.

SECTION VIII.1.2.  Breach of Warranty.  Any representation or
warranty of any Obligor made or deemed to be made in any Loan
Document to which such Obligor is party (including any
certificates delivered pursuant to Article V) is or shall be
incorrect when made or deemed to have been made in any material
respect.

                              -78-

SECTION VIII.1.3.  Non-Performance of Certain Covenants and
Obligations.  Any Borrower shall default in the due performance
or observance of any of its obligations under clauses (d), (e)
and (g) of Section 7.1.1, Sections 7.1.2, 7.1.6, 7.1.7, 7.1.8,
7.1.9, 7.1.10 or Section 7.2.

SECTION VIII.1.4.  Non-Performance of Other Covenants and
Obligations.  Any Obligor shall default in the due performance or
observance of any other agreement contained in any Loan Document
to which such Obligor is party, and such default shall continue
unremedied for a period of 30 days after notice thereof shall
have been given to the U.S. Borrower by the Administrative Agent
or any Lender.

SECTION VIII.1.5.  Default on Other Indebtedness.  A default
shall occur in the payment of an amount when due (subject to any
applicable grace period), whether by acceleration or otherwise,
of any Indebtedness (other than Indebtedness described in Section
8.1.1) of any Obligor having a principal amount, individually or
in the aggregate, or there is a demand for payment under the
Georgia Pacific Indemnity individually or in the aggregate, in
excess of the Dollar Equivalent of $10,000,000, or a default
shall occur in the performance or observance of any obligation or
condition with respect to such Indebtedness if the effect of such
default is to accelerate the maturity of any such Indebtedness or
such default shall continue unremedied for any applicable period
of time sufficient to permit the holder or holders of such
Indebtedness, or any trustee or agent for such holders, to cause
or declare such Indebtedness to become due and payable or to
require such Indebtedness to be prepaid, redeemed, purchased or
defeased, or require an offer to purchase or defease such
Indebtedness to be made, prior to its expressed maturity or which
such default shall continue unremedied for 30 days.

SECTION VIII.1.6.  Judgments.  Any judgment or order for the
payment of money, in excess of the Dollar Equivalent of
$10,000,000, (exclusive of any amounts fully covered by insurance
(less any applicable deductible) and as to which the insurer has
acknowledged its responsibility to cover such judgment or order)
shall be rendered against any Material Obligor and such judgment
shall not have been vacated or discharged or stayed or bonded
pending appeal within 30 days after the entry thereof or
enforcement proceedings shall have been commenced by any creditor
upon such judgment or order.

SECTION VIII.1.7.  Pension Plans.  Any of the following events
shall occur with respect to any Pension Plan

     (a)  the institution of any steps by any Obligor, any member
of its Controlled Group or any other Person to terminate a
Pension Plan if, as a result of such termination, such Obligor or
any such member could be required to make a contribution to such
Pension Plan, or could reasonably expect to incur a liability or
obligation to such Pension Plan, in excess of $1,000,000; or

     (b)  a contribution failure occurs with respect to any
Pension Plan sufficient to give rise to a Lien under section
302(f) of ERISA.

SECTION VIII.1.8.  Change in Control.  Any Change in Control
shall occur.

SECTION VIII.1.9.  Bankruptcy, Insolvency, etc.  Any Material
Obligor shall

     (a)  become insolvent or generally fail to pay, or admit in
writing its inability or unwillingness generally to pay, debts as
they become due;

                              -79-

     (b)  apply for, consent to, or acquiesce in the appointment
of a trustee, receiver, administrator, administrative receiver,
sequestrator or other custodian or similar officer for any
substantial part of the property of any thereof, or make a
general assignment for the benefit of creditors;

     (c)  in the absence of such application, consent or
acquiescence in or permit or suffer to exist the appointment of a
trustee, receiver, administrator, administrative receiver,
sequestrator or other custodian or similar officer for a
substantial part of the property of any thereof, and such
trustee, receiver, sequestrator or other custodian shall not be
discharged within 60 days; provided, that each Material Obligor
hereby expressly authorizes each Secured Party to appear in any
court conducting any relevant proceeding during such 60-day
period to preserve, protect and defend their rights under the
Loan Documents;

     (d)  permit or suffer to exist the commencement of any
bankruptcy, reorganization, debt arrangement or other case or
proceeding under any bankruptcy or insolvency law or any
administration, dissolution, winding up or liquidation
proceeding, in respect thereof, and, if any such case or
proceeding is not commenced by any Material Obligor, such case or
proceeding shall be consented to or acquiesced in by such
Material Obligor or shall result in the entry of an order for
relief or shall remain for 60 days undismissed; provided, that
each Material Obligor hereby expressly authorizes each Secured
Party to appear in any court conducting any such case or
proceeding during such 60-day period to preserve, protect and
defend their rights under the Loan Documents; or

     (e)  take any action authorizing, or in furtherance of, any
of the foregoing.

SECTION VIII.1.10.  Impairment of Security, etc.  Any Loan
Document or any Lien granted thereunder shall (except in
accordance with its terms), in whole or in part, terminate, cease
to be effective or cease to be the legally valid, binding and
enforceable obligation of any Obligor party thereto; any Obligor
or any other party shall, directly or indirectly, contest in any
manner such effectiveness, validity, binding nature or
enforceability; or, except as permitted under any Loan Document,
any Lien securing any Obligation shall, in whole or in part,
cease to be a perfected first priority Lien (other than Permitted
Liens).

SECTION VIII.1.11.  Default Under Senior Notes.  Parent shall
fail to observe or perform any covenant or agreement contained in
the Senior Notes or the Senior Notes Indenture within any
applicable grace period, if the effect of such failure or other
event is to accelerate, or to permit the holders of the Senior
Notes or any other Person to accelerate, the maturity thereof.

SECTION VIII.2.  Action if Bankruptcy.  If any Event of Default
described in clauses (a) through (d) of Section 8.1.9 with
respect to any Borrower shall occur, the Commitments (if not
theretofore terminated) shall automatically immediately terminate
and the outstanding principal amount of all outstanding Loans and
all other Obligations (including Reimbursement Obligations) shall
automatically be and become immediately due and payable, without
notice or demand to any Person, and each Obligor shall
automatically and immediately be obligated to Cash Collateralize
all Letter of Credit Outstandings.

SECTION VIII.3.  Action if Other Event of Default.  If any Event
of Default (other than any Event of Default described in clauses
(a) through (d) of Section 8.1.9 with respect to any Borrower)
shall occur for any reason, whether voluntary or involuntary, and
be continuing, the Administrative Agent, upon the direction of
the Required Lenders, (a) shall by notice to the U.S. Borrower
declare all or any portion of the outstanding principal amount of
the Loans and other Obligations (including Reimbursement
Obligations) to be due and payable and/or the Commitments (if not
theretofore terminated) to be terminated, whereupon the full
unpaid amount of such Loans and other Obligations which shall be

                              -80-

so declared due and payable shall be and become immediately due
and payable, without further notice, demand or presentment,
and/or, as the case may be, the Commitments shall terminate and
the Borrowers shall automatically and immediately be obligated to
Cash Collateralize all Letter of Credit Outstandings and (b) may
exercise any and all other rights and remedies, at law or in
equity, including without limitation, claims for damages and
specific enforcement.  All rights and remedies shall be
cumulative and not exclusive of each other.


                          ARTICLE IX
                 THE ADMINISTRATIVE AGENT, ETC.

SECTION IX.1.  Actions.  Each Lender hereby appoints First Union
as its Administrative Agent under and for purposes of each Loan
Document.  Each Lender authorizes the Administrative Agent to act
on behalf of such Lender under each Loan Document and, in the
absence of other written instructions from the Required Lenders
received from time to time by the Administrative Agent (with
respect to which the Administrative Agent agrees that it will
comply, except as otherwise provided in this Section or as
otherwise advised by counsel in order to avoid  contravention of
applicable law), to exercise such powers hereunder and thereunder
as are specifically delegated to or required of the
Administrative Agent by the terms hereof and thereof, together
with such powers as may be reasonably incidental thereto.  Each
Lender hereby indemnifies (which indemnity shall survive any
termination of this Agreement) the Administrative Agent and the
Arranger, pro rata according to such Lender's Percentage of the
Total Exposure Amount, from and against any and all liabilities,
obligations, losses, damages, claims, costs or expenses of any
kind or nature whatsoever which may at any time be imposed on,
incurred by, or asserted against, the Administrative Agent or the
Arranger in any way relating to or arising out of any Loan
Document, including reasonable attorneys' fees, and as to which
the Administrative Agent or the Arranger is not reimbursed by the
Borrowers; provided, however, that no Lender shall be liable for
the payment of any portion of such liabilities, obligations,
losses, damages, claims, costs or expenses which are determined
by a court of competent jurisdiction in a final proceeding to
have resulted from the Administrative Agent's or the Arranger's
gross negligence or wilful misconduct.  The Administrative Agent
shall not be required to take any action under any Loan Document,
or to prosecute or defend any suit in respect of any Loan
Document, unless it is indemnified hereunder to its satisfaction.
If any indemnity in favor of the Administrative Agent shall be or
become, in the Administrative Agent's determination, inadequate,
the Administrative Agent may call for additional indemnification
from the Lenders and cease to do the acts indemnified against
hereunder until such additional indemnity is given.

SECTION IX.2.  Funding Reliance, etc.  Unless the Administrative
Agent shall have been notified in writing by any Lender by 3:00
p.m. on the Business Day prior to a Borrowing that such Lender
will not make available the amount which would constitute its
Percentage of such Borrowing in the case of Revolving Loans, or
the amount of its Competitive Bid Loan Offer that has been
accepted by the Borrower pursuant to clause (e)(ii) of Section
2.8, in the case of Competitive Bid Loans, in each case on the
date specified therefor, the Administrative Agent may assume that
such Lender has made such amount available to the Administrative
Agent and, in reliance upon such assumption, make available to
the Borrowers a corresponding amount.  If and to the extent that
such Lender shall not have made such amount available to the
Administrative Agent, such Lender and the Borrowers severally
agree to repay the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day
from the date the Administrative Agent made such amount available
to the Borrowers to the date such amount is repaid to the
Administrative Agent, at the interest rate applicable at the time
to Loans comprising such Borrowing (in the case of the Borrowers)
and (in the case of a Lender), at the Federal Funds Rate (for the

                              -81-

first two Business Days after which such amount has not been
repaid, and thereafter at the interest rate applicable to Loans
comprising such Borrowing.

SECTION IX.3.  Exculpation.  Neither the Administrative Agent nor
the Arranger nor any of their respective directors, officers,
employees or agents shall be liable to any Lender for any action
taken or omitted to be taken by it under any Loan Document, or in
connection herewith or therewith, except for its own wilful
misconduct or gross negligence, nor responsible for any recitals
or warranties herein or therein, nor for the effectiveness,
enforceability, validity or due execution of any Loan Document,
nor for the creation, perfection or priority of any Liens
purported to be created by any of the Loan Documents, or the
validity, genuineness, enforceability, existence, value or
sufficiency of any collateral security, nor to make any inquiry
respecting the performance by any Obligor of its Obligations.
Any such inquiry which may be made by the Administrative Agent
shall not obligate it to make any further inquiry or to take any
action.  The Administrative Agent shall be entitled to rely upon
advice of counsel concerning legal matters and upon any notice,
consent, certificate, statement or writing which the
Administrative Agent believes to be genuine and to have been
presented by a proper Person.  Neither the Administrative Agent,
nor the Arranger, nor any of their respective directors,
officers, employees or agents shall be responsible for or have
any duty to ascertain, inquire into or verify (a) any statement,
warranty or representation made in connection with any Loan
Document or any borrowing hereunder (other than a statement,
warranty or representation made by the Agent in writing), (b) the
performance or observance of any of the covenants or agreements
of any Obligor under the Loan Document, including, without
limitation, any agreement by an Obligor to furnish information
directly to each Lender, (c) the satisfaction of any condition
specified in Article V, expect receipt of items required to be
delivered solely to the Administrative Agent, (d) the existence
or possible existence of any Default or Event of Default, or (e)
the financial condition of any Obligor.  Any such inquiry which
may be made by the Administrative Agent or the Issuer shall not
obligate it to make any further inquiry or to take any action.
The Administrative Agent and the Issuer shall be entitled to rely
upon advice of counsel concerning legal matters and upon any
notice, consent, certificate, statement or writing which the
Administrative Agent or the Issuer, as applicable, believe to be
genuine and to have been presented by a proper Person.

SECTION IX.4.  Successor.  The Administrative Agent may resign as
such at any time upon at least 30 days' prior notice to the U.S.
Borrower and all Lenders.  If the Administrative Agent at any
time shall resign, the Required Lenders may appoint another
Lender as a successor Administrative Agent which shall thereupon
become the Administrative Agent hereunder.  If no successor
Administrative Agent shall have been so appointed by the Required
Lenders, and shall have accepted such appointment, within 30 days
after the retiring Administrative Agent=s giving notice of
resignation, then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent,
which shall be one of the Lenders or a commercial banking
institution organized under the laws of the U.S. (or any State
thereof) or a U.S. branch or agency of a commercial banking
institution, and having a combined capital and surplus of at
least $250,000,000; provided, however, that if, such retiring
Administrative Agent is unable to find a commercial banking
institution which is willing to accept such appointment and which
meets the qualifications set forth in above, the retiring
Administrative Agent's resignation shall nevertheless thereupon
become effective and the Lenders shall assume and perform all of
the duties of the Administrative Agent hereunder until such time,
if any, as the Required Lenders appoint a successor as provided
for above.  Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall be entitled to
receive from the retiring Administrative Agent such documents of
transfer and assignment as such successor Administrative Agent
may reasonably request, and shall thereupon succeed to and become
vested with all rights, powers, privileges and duties of the

                              -82-

retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under
the Loan Documents.  After any retiring Administrative Agent's
resignation hereunder as the Administrative Agent, the provisions
of this Article shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was the
Administrative Agent under the Loan Documents, and Section 10.3
and Section 10.4 shall continue to inure to its benefit.

SECTION IX.5.  Loans by First Union.  First Union shall have the
same rights and powers with respect to (x) the Credit Extensions
made by it or any of its Affiliates, and (y) the Notes held by it
or any of its Affiliates as any other Lender and may exercise the
same as if it were not the Administrative Agent.  First Union and
its Affiliates may accept deposits from, lend money to, and
generally engage in any kind of business with the Borrowers or
any Subsidiary of any Borrower or Affiliate of any Borrower as if
First Union were not the Administrative Agent hereunder.

SECTION IX.6.  Credit Decisions.  Each Lender acknowledges that
it has, independently of the Administrative Agent and each other
Lender, and based on such Lender's review of the financial
information of the Borrowers, the Loan Documents (the terms and
provisions of which being satisfactory to such Lender) and such
other documents, information and investigations as such Lender
has deemed appropriate, made its own credit decision to extend
its Commitments.  Each Lender also acknowledges that it will,
independently of the Administrative Agent and each other Lender,
and based on such other documents, information and investigations
as it shall deem appropriate at any time, continue to make its
own credit decisions as to exercising or not exercising from time
to time any rights and privileges available to it under the Loan
Documents.

SECTION IX.7.  Copies, etc.  The Administrative Agent shall give
prompt notice to each Lender of each notice or request required
to be given to the Administrative Agent by the Borrowers pursuant
to the terms of the Loan Documents (unless concurrently delivered
to the Lenders by such Borrower).  The Administrative Agent will
distribute to each Lender each document or instrument received by
the Administrative Agent from the Borrowers for distribution to
the Lenders by the Administrative Agent in accordance with the
terms of the Loan Documents.

SECTION IX.8.  Reliance by Administrative Agent.  The
Administrative Agent shall be entitled to rely upon any
certification, notice or other communication (including any
thereof by telephone, telecopy, telegram or cable) believed by it
to be genuine and correct and to have been signed or sent by or
on behalf of the proper Person, and upon advice and statements of
legal counsel, independent accountants and other experts selected
by the Administrative Agent.  As to any matters not expressly
provided for by the Loan Documents, the Administrative Agent
shall in all cases be fully protected in acting, or in refraining
from acting, hereunder or thereunder in accordance with
instructions given by the Required Lenders or all of the Lenders
as is required in such circumstance, and such instructions of
such Lenders and any action taken or failure to act pursuant
thereto shall be binding on all Secured Parties.  For purposes of
applying amounts in accordance with this Section, the
Administrative Agent shall be entitled to rely upon any Secured
Party that has entered into a Rate Protection Agreement with any
Obligor for a determination (which such Secured Party agrees to
provide or cause to be provided upon request of the
Administrative Agent) of the outstanding Obligations owed to such
Secured Party under any Rate Protection Agreement.  Unless it has
actual knowledge evidenced by way of notice from any such Secured
Party and any Borrower to the contrary, the Administrative Agent,
in acting in such capacity under the Loan Documents, shall be
entitled to assume that no Rate Protection Agreements or
Obligations in respect thereof are in existence or outstanding
between any Secured Party and any Obligor.

                              -83-

SECTION IX.9.  Defaults.  The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of a Default
unless the Administrative Agent has received a notice from a
Lender or any Borrower specifying such Default and stating that
such notice is a "Notice of Default".  In the event that the
Administrative Agent receives such a notice of the occurrence of
a Default, the Administrative Agent shall give prompt notice
thereof to the Lenders.  The Administrative Agent shall (subject
to Section 10.1) take such action with respect to such Default as
shall be directed by the Required Lenders; provided, that unless
and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such
action, with respect to such Default as it shall deem advisable
in the best interest of the Lenders except to the extent that
this Agreement expressly requires that such action be taken, or
not be taken, only with the consent or upon the authorization of
the Required Lenders or all Lenders.

SECTION IX.10. Arranger and Documentation Agent.  The parties
acknowledge and agree that each of the Arranger and Documentation
Agent shall be credited as, and may publicize that it is, the
Arranger and Documentation Agent, as the case may be.  Without in
any respect limiting the rights, privileges, powers, immunities,
indemnities and other benefits granted to the Secured Parties,
the parties further acknowledge and agree that (a) neither the
Arranger, nor the Syndication Agent shall have by reason of its
designation as such, any power, duty, responsibility or liability
whatsoever under this Agreement or any Loan Document or in
respect of financing the transaction contemplated hereby and (b)
each of the Arranger and the Documentation Agent shall
nevertheless be entitled to each of the protections and
immunities granted to the Administrative Agent under Sections
9.3, 9.5, 9.6 and 9.8 (with respect to the first sentence
thereof) as fully as if it were expressly referred to therein.


                           ARTICLE X
                    MISCELLANEOUS PROVISIONS

SECTION X.1.  Waivers, Amendments, etc.  The provisions of each
Loan Document may from time to time be amended, modified or
waived, if such amendment, modification or waiver is in writing
and consented to by the Borrowers and the Required Lenders;
provided, however, that no such amendment, modification or waiver
shall:

     (a)  modify this Section without the consent of all Lenders;

     (b)  increase the aggregate amount of any Credit Extensions
required to be made by a Lender pursuant to its Commitments,
extend the Revolving Loan Commitment Termination Date of Credit
Extensions made (or participated in) by a Lender or reduce any
fees described in Article III payable to any Lender without the
consent of such Lender;

     (c)  extend the final Stated Maturity Date for any Lender=s
Loan, or reduce the principal amount of or rate of interest on
any Lender's Loan or extend the date on which interest or fees
are payable in respect of such Lender's Loans, in each case,
without the consent of such Lender (it being understood and
agreed, however, that any vote to rescind any acceleration made
pursuant to Sections 8.2 and 8.3 of amounts owing with respect to
the Loans and other Obligations shall only require the vote of
the Required Lenders);

                              -84-

     (d)  reduce the percentage set forth in the definition of
"Required Lenders" or modify any requirement hereunder that any
particular action be taken by all Lenders without the consent of
all Lenders;

     (e)  increase the Stated Amount of any Letter of Credit
unless consented to by the Issuer or increase the amount of any
Loan Note Guaranty unless consented to by the Loan Note
Guarantor;

     (f)  except as otherwise expressly provided in a Loan
Document or in connection with and to effectuate permitted asset
sales, release (i) any Borrower from its Obligations under the
Loan Documents or any Subsidiary Guarantor from its obligations
under the Subsidiary Guaranty or (ii) all or substantially all of
the collateral under the Loan Documents, in each case without the
consent of all Lenders;

     (g)  change any of the terms of or Section 2.3.2 without the
consent of the Swing Line Lender;

     (h)  change any of the terms of or Sections 2.3.3 or 2.10
without the consent of the Administrative Agent; or

     (i)  affect adversely the interests, rights or obligations
of the Administrative Agent (in its capacity as the
Administrative Agent), the Swing Line Lender (in its capacity as
Swing Line Lender), the Other Currency Lender (in its capacity as
Other Currency Lender), the Issuer (in its capacity as Issuer),
or the Loan Note Guarantor (in its capacity as Loan Note
Guarantor), unless consented to by the Administrative Agent, the
Swing Line Lender, the Other Currency Lender, the Issuer or the
Loan Note Guarantor, as the case may be.

No failure or delay on the part of the Administrative Agent, the
Issuer, the Loan Note Guarantor or any Lender in exercising any
power or right under any Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such
power or right preclude any other or further exercise thereof or
the exercise of any other power or right.  No notice to or demand
on any Obligor in any case shall entitle it to any notice or
demand in similar or other circumstances.  No waiver or approval
by the Administrative Agent, the Issuer, the Loan Note Guarantor
or any Lender under any Loan Document shall, except as may be
otherwise stated in such waiver or approval, be applicable to
subsequent transactions.  No waiver or approval hereunder shall
require any similar or dissimilar waiver or approval thereafter
to be granted hereunder.

SECTION X.2.  Notices; Time.  All notices and other
communications provided under each Loan Document shall be in
writing (including facsimile transmission) unless otherwise
specified herein and addressed, delivered or transmitted, to such
Person, at its address or facsimile number set forth below its
signature to this Agreement, and if to a Lender, the Loan Note
Guarantor or the Issuer, to the applicable Person at its address
or facsimile number set forth on Schedule II hereto or set forth
in the Lender Assignment Agreement, or, in any case, at such
other address or facsimile number as may be designated by such
party in a notice to the other parties.  Any notice, if mailed
and properly addressed with postage prepaid or if properly
addressed and sent by pre-paid courier service, shall be deemed
given when received except notices given by the Administrative
Agent pursuant to Section 8.3, which shall be deemed to be given
when sent; any notice, if transmitted by facsimile, shall be
deemed given when the confirmation of transmission thereof is
received by the transmitter.  Unless otherwise indicated, all
references to the time of a day in a Loan Document shall refer to
New York time.

                              -85-

SECTION X.3.  Payment of Costs and Expenses.  The Borrowers
agrees to pay on demand all fees and expenses of the
Administrative Agent (including the fees and other charges of
Mayer, Brown & Platt, counsel to the Administrative Agent and of
local counsel, if any, who may be retained by or on behalf of the
Administrative Agent) in connection with

     (a)  the negotiation, preparation, execution and delivery
and ongoing administration of each Loan Document, including
schedules and exhibits, the syndication of the Loans and any
amendments, waivers, consents, supplements or other modifications
to any Loan Document as may from time to time hereafter be
required, whether or not the transactions contemplated hereby are
consummated and any and all legal advice in connection with any
of the foregoing;

     (b)  the filing, recording, refiling or rerecording of any
Loan Document and/or any Filing Statements relating thereto and
all amendments, supplements, amendments and restatements and
other modifications to any thereof and any and all other
documents or instruments of further assurance required to be
filed or recorded or refiled or rerecorded by the terms of any
Loan Document; and

     (c)  the preparation and review of the form of any document
or instrument relevant to any Loan Document.

Each Borrower further agrees to pay, and to save each Secured
Party harmless from all liability for, any stamp or other Taxes
which may be payable in connection with the execution or delivery
of each Loan Document, the Credit Extensions or the issuance of
the Notes.  Each Borrower also agrees to reimburse each Secured
Party upon demand for all out-of-pocket expenses (including
attorneys' fees and legal expenses of counsel to each Secured
Party) incurred by such Secured Party in connection with (x) the
negotiation of any restructuring or "work-out" with any Borrower,
whether or not consummated, of any Obligations and (y) the
enforcement of any Obligations.

SECTION X.4.  Indemnification.  In consideration of the execution
and delivery of this Agreement by each Secured Party, each
Borrower hereby indemnifies, exonerates and holds each Secured
Party and each of their respective officers, directors, employees
and agents (collectively, the "Indemnified Parties") free and
harmless from and against any and all actions, causes of action,
suits, losses, costs, liabilities and damages, and expenses
incurred in connection therewith (irrespective of whether any
such Indemnified Party is a party to the action for which
indemnification hereunder is sought), including reasonable
attorneys= fees and disbursements, whether incurred in connection
with actions between or among the parties hereto or the parties
hereto and third parties (collectively, the "Indemnified
Liabilities"), incurred by the Indemnified Parties or any of them
as a result of, or arising out of, or relating to

     (a)  any transaction financed or to be financed in whole or
in part, directly or indirectly, with the proceeds of any Credit
Extension;

     (b)  the entering into and performance of any Loan Document
by any of the Indemnified Parties (including any action brought
by or on behalf of such Borrower as the result of any
determination by the Required Lenders pursuant to Article V not
to fund any Credit Extension, provided that any such action is
resolved in favor of such Indemnified Party);

                              -86-

     (c)  any investigation, litigation or proceeding related to
any acquisition or proposed acquisition by any Obligor or any
Subsidiary thereof of all or any portion of the Capital
Securities or assets of any Person, whether or not an Indemnified
Party is party thereto;

     (d)  any investigation, litigation or proceeding (including
any threatened investigation, litigation or proceeding) related
to any environmental cleanup, audit, compliance or other matter
relating to the protection of the environment or the Release by
any Obligor or any Subsidiary thereof of any Hazardous Material;

     (e)  the presence on or under, or the escape, seepage,
leakage, spillage, discharge, emission, discharging or releases
from, any real property owned or operated by any Obligor or any
of its Subsidiaries of any Hazardous Material (including any
losses, liabilities, damages, injuries, costs, expenses or claims
asserted or arising under any Environmental Law), regardless of
whether caused by, or within the control of, such Obligor or such
Subsidiary; or

     (f)  each Lender's Environmental Liability (the
indemnification herein shall survive repayment of the Obligations
and any transfer of the property of any Obligor or any of its
Subsidiaries by foreclosure or by a deed in lieu of foreclosure
for any Lender's Environmental Liability, regardless of whether
caused by, or within the control of, such Obligor or such
Subsidiary);

except for Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant
Indemnified Party's gross negligence or wilful misconduct as
determined by a court of competent jurisdiction in a final
proceeding.  Each Obligor and its successors and assigns hereby
waive, release and agree not to make any claim or bring any cost
recovery action against, any Indemnified Party under CERCLA or
any state equivalent, or any similar law now existing or
hereafter enacted.  It is expressly understood and agreed that to
the extent that any Indemnified Party is strictly liable under
any Environmental Laws, each Obligor's obligation to such
Indemnified Party under this indemnity shall likewise be without
regard to fault on the part of any Obligor with respect to the
violation or condition which results in liability of an
Indemnified Party.  If and to the extent that the foregoing
undertaking may be unenforceable for any reason, each Obligor
agrees to make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law.

SECTION X.5.  Survival.  The obligations of each Borrower under
Sections 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations
of the Lenders under Section 9.1, shall in each case survive any
assignment from one Lender to another (in the case of Sections
10.3 and 10.4) and the occurrence of the Termination Date.  The
representations and warranties made by each Obligor in each Loan
Document shall survive the execution and delivery of such Loan
Document.

SECTION X.6.  Severability.  Any provision of any Loan Document
which is prohibited or unenforceable in any jurisdiction shall,
as to such provision and such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without
invalidating the remaining provisions of such Loan Document or
affecting the validity or enforceability of such provision in any
other jurisdiction.

SECTION X.7.  Headings.  The various headings of each Loan
Document are inserted for convenience only and shall not affect
the meaning or interpretation of such Loan Document or any
provisions thereof.

                              -87-

SECTION X.8.  Execution in Counterparts, Effectiveness, etc.
This Agreement may be executed by the parties hereto in several
counterparts, each of which shall be an original (whether such
counterpart is originally executed or an electronic copy of an
original and each party hereto expressly waives its rights to
receive originally executed documents other than with respect to
any Notes) and all of which shall constitute together but one and
the same agreement.  This Agreement shall become effective as of
the date first above written when counterparts hereof executed on
behalf of each Borrower, the Administrative Agent and each Lender
(or notice thereof satisfactory to the Administrative Agent)
shall have been received by the Administrative Agent.

SECTION X.9.  Governing Law; Entire Agreement.  EACH LOAN
DOCUMENT (OTHER THAN AS OTHERWISE EXPRESSLY SET FORTH IN A LOAN
DOCUMENT) WILL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK). The Loan Documents
constitute the entire understanding among the parties hereto with
respect to the subject matter thereof and supersede any prior
agreements, written or oral, with respect thereto.

SECTION X.10.  Successors and Assigns.  This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective successors and assigns; provided, however,
that no Borrower may assign or transfer its rights or obligations
hereunder without the consent of all Lenders.

SECTION X.11.  Transfer of and Participations in Credit
Extensions.  Each Lender may assign, or sell participations in,
its Loans, Letters of Credit, Loan Note Guaranties and
Commitments to one or more other Persons in accordance with this
the terms set forth below.

SECTION X.11.1.  Assignments.  Any Lender, pursuant to a Lender
Assignment Agreement,

     (a)  with the consent of the U.S. Borrower and the
Administrative Agent (which consents shall not be unreasonably
delayed or withheld and which consent, in the case of the U.S.
Borrower, shall not be required (i) during the continuation of a
Default or (ii) for an assignment by any Lender to any of its
Affiliates, another Lender or an Eligible Assignee), may at any
time assign and delegate to one or more Eligible Assignees;
provided, however, that the Administrative Agent may withhold
such consent in its sole discretion to an assignment to a Person
not satisfying the credit ratings set forth in clause (g), or if
such assignment would, pursuant to any applicable laws, rules or
regulations binding on the Issuer, result in a reduced rate of
return to the Issuer or require the Issuer to set aside capital
in an amount that is greater than that which is required to be
set aside for other Lenders participating in the Letters of
Credit; and

     (b)  upon notice to the U.S. Borrower and the Administrative
Agent, upon the Administrative Agent's acknowledgment on a Lender
Assignment Agreement, may assign and delegate to any of its
Affiliates, to any other Lender or to a Related Fund of any
Lender;

(each Person described in either of the foregoing clauses as
being the Person to whom such assignment and delegation is to be
made, being hereinafter referred to as an "Assignee Lender"), all
or any fraction of such Lender's Loans, Letter of Credit
Outstandings and Commitments in a minimum aggregate amount of
$5,000,000 (or, if less, the entire remaining amount of such
Lender's Loans, Letter of Credit Outstandings and Commitments).
Each Obligor and the Administrative Agent shall be entitled to

                              -88-

continue to deal solely and directly with a Lender in connection
with the interests so assigned and delegated to an Assignee
Lender until

     (c)  notice of such assignment and delegation, together with
(i) payment instructions, (ii) the Internal Revenue Service forms
or other statements contemplated or required to be delivered
pursuant to Section 4.6, if applicable, and (iii) addresses and
related information with respect to such Assignee Lender, shall
have been delivered to the U.S. Borrower and the Administrative
Agent by such assignor Lender each Person described in the
foregoing clauses as being the Person making such assignment and
delegation, being hereinafter referred to as an "Assignor
Lender", and such Assignee Lender;

     (d)  such Assignee Lender shall have executed and delivered
to the U.S. Borrower and the Administrative Agent a properly
completed Lender Assignment Agreement, received by the
Administrative Agent;

     (e)  the processing fees described below, to the extent
required, shall have been paid; and

     (f)  the Administrative Agent shall have registered such
assignment in the Register pursuant to clause (b) of Section 2.9.

From and after the date that the Administrative Agent accepts
such Lender Assignment Agreement, (x) the Assignee Lender
thereunder shall be deemed automatically to have become a party
hereto and to the extent that rights and obligations hereunder
have been assigned and delegated to such Assignee Lender in
connection with such Lender Assignment Agreement, shall have the
rights and obligations of a Lender under the Loan Documents, and
(y) the Assignor Lender, to the extent that rights and
obligations hereunder have been assigned and delegated by it in
connection with such Lender Assignment Agreement, shall be
released from its obligations hereunder and under the other Loan
Documents.  Within five Business Days after its receipt of notice
that the Administrative Agent has received and accepted an
executed Lender Assignment Agreement (and if requested by the
Assignee Lender), but subject to clause (c), the U.S. Borrower
shall execute and deliver to the Administrative Agent (for
delivery to the relevant Assignee Lender) a new Note evidencing
such Assignee Lender's assigned Loans and Commitments and, if the
Assignor Lender has retained Loans and Commitments hereunder (and
if requested by such Lender), a replacement Note in the principal
amount of the Loans and Commitments retained by the Assignor
Lender hereunder (such Note to be in exchange for, but not in
payment of, the Note then held by such Assignor Lender).  Each
such Note shall be dated the date of the predecessor Note.  The
Assignor Lender shall mark each predecessor Note "exchanged" and
deliver each of them to the U.S. Borrower.  Accrued interest on
that part of each predecessor Note evidenced by a new Note, and
accrued fees, shall be paid as provided in the Lender Assignment
Agreement.  Accrued interest on that part of each predecessor
Note evidenced by a replacement Note shall be paid to the
Assignor Lender.  Such Assignor Lender or such Assignee Lender
must also pay a processing fee in the amount of $3,500 to the
Administrative Agent upon delivery of any Lender Assignment
Agreement provided, that no such processing fee shall be required
in connection with any such assignment and delegation (i) by a
Lender to its Affiliate or to a Related Fund, (ii) by a Lender to
a Federal Reserve Bank (or, if such Lender is an investment fund,
to the trustee under the indenture to which such fund is a party
in support of its obligations to such trustee), (iii) in
connection with the consummation of the first syndication after
the U.S. Closing Date or (iv) if the non-payment of the
processing fee is otherwise consented to in writing by the
Administrative Agent.  Accrued interest and accrued fees shall be
paid at the same time or times provided in the predecessor Note
and in this Agreement.  Notwithstanding any other term of this
Agreement, the agreement of the Swing Line Lender to provide the

                              -89-

Swing Line Loan Commitment and issue the Letters of Credit shall
not impair or otherwise restrict in any manner the ability of the
Swing Line Lender to make any assignment of its Loans or
Commitments, it being understood and agreed that Swing Line
Lender may terminate its Swing Line Loan Commitment, either in
whole or in part, or resign as the Issuer in connection with the
making of any assignment.  Any attempted assignment and
delegation not made in accordance with this Section shall be null
and void.  Notwithstanding anything to the contrary set forth
above, any Lender may (without requesting the consent of the U.S.
Borrower or the Administrative Agent) pledge its Loans to a
Federal Reserve Bank in support of borrowings made by such Lender
from such Federal Reserve Bank.

     (g)  In the event that S&P or Moody's, shall, after the date
that any Person becomes a Lender, downgrade the long-term
certificate of deposit ratings of such Lender, and the resulting
ratings shall be below Investment Grade or the equivalent, then
the U.S. Borrower, the Swing Line Lender, the Other Currency
Lender and the Issuer shall each have the right, but not the
obligation, upon notice to such Lender and the Administrative
Agent, to replace such Lender with a financial institution or
other Eligible Assignee (a "Replacement Lender") acceptable to
the U.S. Borrower and the Administrative Agent (such consents not
to be unreasonably withheld or delayed; provided, that no such
consent shall be required if the Replacement Lender is an
existing Lender), and upon any such downgrading of any Lender's
long-term certificate of deposit rating, each such Lender hereby
agrees to transfer and assign (in accordance with Section
10.11.1) all of its Commitments and other rights and obligations
under the Loan Documents (including Reimbursement Obligations) to
such Replacement Lender; provided, however, that (i) such
assignment shall be without recourse, representation or warranty
(other than that such Lender owns the Commitments, Loans and
Notes being assigned, free and clear of any Liens) and (ii) the
purchase price paid by the Replacement Lender shall be in the
amount of such Lender's Loans and its Percentage of outstanding
Reimbursement Obligations, together with all accrued and unpaid
interest and fees in respect thereof, plus all other amounts
(other than the amounts (if any) demanded and unreimbursed under
Sections 4.2, 4.3, 4.5 and 4.6, which shall be paid by the
Borrowers), owing to such Lender hereunder.  Upon any such
termination or assignment, such Lender shall cease to be a party
hereto but shall continue to be entitled to the benefits of any
provisions of this Agreement which by their terms survive the
termination of this Agreement.

SECTION X.11.2.  Participations.  Any Lender may sell to one or
more commercial banks or other Persons other than direct
packaging industry competitors of the U.S. Borrower identified by
the U.S. Borrower and acknowledged by the Administrative Agent
(each of such commercial banks and other Persons being herein
called a "Participant") participating interests in any of the
Loans, Commitments, or other interests of such Lender hereunder;
provided, however, that

     (a)  no participation contemplated in this Section shall
relieve such Lender from its Commitments or its other obligations
under any Loan Document;

     (b)  such Lender shall remain solely responsible for the
performance of its Commitments and such other obligations;

     (c)  each Obligor and the Administrative Agent shall
continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under each
Loan Document;

     (d)  no Participant, unless such Participant is an Affiliate
of such Lender or is itself a Lender, shall be entitled to
require such Lender to take or refrain from taking any action
under any Loan Document, except that such Lender may agree with

                              -90-

any Participant that such Lender will not, without such
Participant's consent, take any actions of the type described in
clauses (a), (b), (c) or (f) of Section 10.1 with respect to
Obligations participated in by such Participant; and

     (e)  the Borrowers shall not be required to pay any amount
under this Agreement that is greater than the amount which it
would have been required to pay had no participating interest
been sold.

Each Borrower acknowledges and agrees that each Participant, for
purposes of Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 7.1.1, 10.3
and 10.4, shall be considered a Lender.  Each Participant shall
only be indemnified for increased costs pursuant to Section 4.3,
4.5 or 4.6 if and to the extent that the Lender which sold such
participating interest to such Participant concurrently is
entitled to make, and does make, a claim on such Borrower for
such increased costs.  Any Lender that sells a participating
interest in any Loan, Commitment or other interest to a
Participant under this Section shall indemnify and hold harmless
the Borrowers and the Administrative Agent from and against any
Taxes, penalties, interest or other costs or losses (including
reasonable attorneys' fees and expenses) incurred or payable by
the Borrowers or the Administrative Agent as a result of the
failure of the Borrowers or the Administrative Agent to comply
with its obligations to deduct or withhold any Taxes from any
payments made pursuant to this Agreement to such Lender or the
Administrative Agent, as the case may be, which Taxes would not
have been incurred or payable if such Participant had been a Non-
U.S. Lender that was entitled to deliver to the Borrowers, the
Administrative Agent or such Lender, and did in fact so deliver,
a duly completed and valid Form W-8BEN or W-8ECI (or applicable
successor form) entitling such Participant to receive payments
under this Agreement without deduction or withholding of any
United States federal Taxes.

SECTION X.12.  Other Transactions.  Nothing contained herein
shall preclude the Administrative Agent, the Issuer, the Loan
Note Guarantor or any other Lender from engaging in any
transaction, in addition to those contemplated by the Loan
Documents, with the Borrowers or any of their respective
Affiliates in which such Borrower or such Affiliate is not
restricted hereby from engaging with any other Person.

SECTION X.13.  Certain Collateral and Other Matters; Rate
Protection Agreements; Further Assurances.

     (a)  The Administrative Agent is authorized on behalf of all
the Lenders, without the necessity of any notice to or further
consent from the Lenders, from time to time to take any action
with respect to any collateral security or the Loan Documents
which may be necessary to perfect and maintain perfected the
security interest in and Liens upon the collateral security
granted pursuant to the Loan Documents.

     (b)  The Lenders irrevocably authorize the Administrative
Agent, at its option and in its discretion, to release any
security interest or Lien granted to or held by the
Administrative Agent upon any collateral (i) on the Termination
Date (in which case the Lenders hereby authorize the
Administrative Agent to execute, and the Administrative Agent
agrees to execute, reasonable releases in connection with this
Agreement); (ii) constituting property in which the Borrower or
any Subsidiary of the Borrower owned no interest at the time the
security interest and/or Lien was granted or at any time
thereafter; (iii) constituting property leased to any Borrower or
any Subsidiary of any Borrower under a lease which has expired or
been terminated in a transaction permitted under this Agreement
or is about to expire and which has not been, and is not intended
by any Borrower or such Subsidiary to be, renewed or extended;
(iv) consisting of an instrument evidencing Indebtedness or other
debt instrument, if the Indebtedness evidenced thereby has been
paid in full; (v) if approved, authorized or ratified in writing
by the Required Lenders or, if required by Section 10.1, each
Lender.  Upon request by the Administrative Agent at any time,

                              -91-

the Lenders will confirm in writing the Administrative Agent's
authority to release particular types or items of collateral
pursuant to this Section 10.13.

     (c)  Each Lender which enters into arrangements with any
Borrower in respect of Rate Protection Agreements hereby agrees
to supply the Administrative Agent in writing on or about each
Quarterly Payment Date with the amount of any termination
obligations of such Borrower thereunder and any net payments
owing by such Borrower thereunder.

     (d)  The Lenders hereby irrevocably authorize the
Administrative Agent to enter into a collateral sharing agreement
with the trustee under the Senior Notes to the extent required by
the terms of the Senior Notes Documents and any modifications
thereto and agree to be bound by all of the terms and conditions
contained therein.

     (e)  The Borrowers agree to take such further action, and
execute such further instruments, as the Administrative Agent may
reasonably request to effectuate the purposes of this Agreement.

SECTION X.14.  Forum Selection and Consent to Jurisdiction.  ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS, THE ISSUER, THE
LOAN NOTE GUARANTOR OR ANY BORROWER IN CONNECTION HEREWITH OR
THEREWITH MAY BE BROUGHT AND MAINTAINED IN THE COURTS OF THE
STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT
SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY
BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS
OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY
BE FOUND.  EACH BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS
FOR NOTICES SPECIFIED IN  SECTION 10.2.  EACH BORROWER HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO
THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH
COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  TO THE EXTENT THAT
EACH BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, EACH BORROWER HEREBY IRREVOCABLY WAIVES
TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT
OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.

SECTION X.15.  Waiver of Jury Trial.  THE ADMINISTRATIVE AGENT,
EACH LENDER, THE ISSUER, THE LOAN NOTE GUARANTOR AND EACH
BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO
THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH LOAN DOCUMENT,

                              -92-

OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, SUCH
LENDER, THE ISSUER, THE LOAN NOTE GUARANTOR OR EACH BORROWER IN
CONNECTION THEREWITH.  EACH BORROWER ACKNOWLEDGES AND AGREES THAT
IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS
PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT
TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE ADMINISTRATIVE AGENT, EACH LENDER, THE LOAN
NOTE GUARANTOR AND THE ISSUER ENTERING INTO THE LOAN DOCUMENTS.
EACH BORROWER HEREBY IRREVOCABLY APPOINTS CT CORPORATION SYSTEMS
(THE "PROCESS AGENT"), WITH AN OFFICE ON THE DATE HEREOF AT 111
EIGHTH AVENUE, NEW YORK, NY 10011, UNITED STATES, AS ITS
ADMINISTRATIVE AGENT TO RECEIVE, ON SUCH BORROWER'S BEHALF AND ON
BEHALF OF SUCH BORROWER'S PROPERTY, SERVICE OF COPIES OF THE
SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED
IN ANY SUCH ACTION OR PROCEEDING.  SUCH SERVICE MAY BE MADE BY
MAILING OR DELIVERING A COPY OF SUCH PROCESS TO THE BORROWER IN
CARE OF THE PROCESS AGENT AT THE PROCESS AGENT'S ABOVE ADDRESS,
AND EACH BORROWER HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE
PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF.  AS AN
ALTERNATIVE METHOD OF SERVICE, THE BORROWER FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF
NEW YORK TO ITS ADDRESS FOR NOTICES HEREUNDER.

SECTION X.16.  EMU. If and to the extent that any provision of
this Section relates to any state (or the currency of such state)
that is not a Participating Member State on the Effective Date,
such provision shall become effective in relation to such state
(and the currency of such state) at and from the date on which
such state becomes a Participating Member State.

     (a)  An amount denominated in the National Currency Unit of
a Participating Member State shall be redenominated into Euro in
accordance with EMU legislation and paid by the debtor either in
the Euro Unit or in that National Currency Unit and an amount
denominated in the Euro Unit shall be paid by the debtor in the
Euro Unit unless EMU Legislation provides otherwise, provided,
that if and to the extent that any EMU Legislation provides that
an amount denominated either in the Euro or in the National
Currency Unit of a Participating Member State and payable within
the Participating Member State by crediting an account of the
creditor can be paid by the debtor either in the Euro Unit or in
that National Currency Unit, any party to this Agreement shall be
entitled to pay or repay any such amount either in the Euro Unit
or in such National Currency Unit.

     (b)  If the basis of accrual of interest or fees expressed
in this Agreement with respect to the currency of any state that
is or becomes a Participating Member State shall be inconsistent
with any convention or practice in the London Interbank Market
for the basis of accrual of interest or fees in respect of the
Euro, such convention or practice shall replace such expressed
basis effective as of and from the date on which such state
becomes a Participating Member State.

     (c)  Without prejudice to the respective liabilities of the
Borrowers to the Lenders, the Issuer and the Loan Note Guarantor
and the Lenders, the Issuer and the Loan Note Guarantor to the
Borrowers under or pursuant to this Agreement, except as
expressly provided in this clause (c), each provision of this

                              -93-

Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent in consultation with the
Borrowers may from time to time specify to be necessary or
appropriate to reflect the introduction of or changeover to the
Euro in Participating Member States.

SECTION X.17.  Judgment Currency.  The Obligations of the
Borrowers in respect of any sum due to any Lender, the Issuer,
the Loan Note Guarantor or the Administrative Agent hereunder
shall, notwithstanding any judgment in a currency (the "Judgment
Currency") other than Dollars, be discharged only to the extent
that on the Business Day following receipt by such Lender, the
Issuer, the Loan Note Guarantor or the Administrative Agent of
any sum adjudged to be so due in the Judgment Currency, such
Lender, the Issuer, the Loan Note Guarantor or the Administrative
Agent, in accordance with normal banking procedures, purchases
Dollars with the Judgment Currency.  If the amount of Dollars so
purchased is less than the sum originally due to such Lender, the
Issuer, the Loan Note Guarantor or the Administrative Agent, the
Borrowers agree as a separate obligation and notwithstanding any
such judgment, jointly and severally to indemnify each Lender,
the Issuer, the Loan Note Guarantor and the Administrative Agent,
as the case may be, against such loss.

SECTION X.18.  Confidential Information.  The Administrative
Agent, the Issuer, the Loan Note Guarantor and each Lender agree
to hold all non-public information (which has been identified in
writing as such by the Borrowers to the Administrative Agent and
each Lender) obtained pursuant to this Agreement and the other
Loan Documents in accordance with its customary procedures for
handling confidential information, provided that disclosure of
such confidential information may be made (a) to the Affiliates,
examiners, directors, shareholders, accountants, auditors,
counsel and other professional advisors of the Administrative
Agent, the Issuer, the Loan Note Guarantor and each Lender, (b)
in connection with any assignment or participation to an Assignee
Lender or Participant, as the case may be, so long as such
Assignee Lender or Participant has previously agreed to these
confidentiality provisions, or (c) as required or requested by
any governmental agency, authority or representative, or pursuant
to any court order, legal process or applicable law, rule or
regulation or in connection with enforcement of any Obligations.


                               -94-


IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly
authorized as of the day and year first above written.

                              CHESAPEAKE CORPORATION

                              By: /s/ Louis Matherne
                                  ------------------
                                      Louis Matherne

                                 Title: Treasurer

                              CHESAPEAKE UK ACQUISITIONS PLC

                              By: /s/ J. P. Causey, Jr.
                                  ---------------------
                                      J. P. Causey, Jr.

                                 Title: Director

                              CHESAPEAKE UK ACQUISITIONS II PLC

                              By: /s/ J. P. Causey, Jr.
                                  ---------------------
                                      J. P. Causey, Jr.

                                 Title: Director

                              CHESAPEAKE U.K. HOLDINGS LIMITED

                              By: /s/ J. P. Causey, Jr.
                                  ---------------------
                                      J. P. Causey, Jr.

                                 Title: Director

                              BOXMORE INTERNATIONAL PLC

                              By: /s/ J. P. Causey, Jr.
                                  ---------------------
                                      J. P. Causey, Jr.

                                 Title: Director

                              FIELD GROUP PLC

                              By: /s/ J. P. Causey, Jr.
                                  ---------------------
                                      J. P. Causey, Jr.

                                 Title: Director

                              CHESAPEAKE EUROPE, SAS

                              By: /s/ John Paul Causey, Jr.
                                  -------------------------
                                      John Paul Causey, Jr.

                                 Title: Attorney-in-fact

                              FIRST UNION NATIONAL BANK,
                                 as the Administrative Agent and
                                 as a Lender

                              By: /s/ J. Andrew Phelps
                                  --------------------
                                      J. Andrew Phelps

                                 Title: Vice President

                              FIRST UNION SECURITIES, INC.,
                                 as Lead Arranger and Sole Book
                                 Runner

                              By: /s/ Gerald P. Hullinger
                                  -----------------------
                                      Gerald P. Hullinger

                                 Title: Vice President





TABLE OF CONTENTS

Section                                                      Page


 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
1.1.    Defined Terms                                           2
1.2.    Use of Defined Terms                                   29
1.3.    Cross-References                                       29
1.4.    Accounting and Financial Determinations                29

 ARTICLE II COMMITMENTS, BORROWING AND ISSUANCEPROCEDURES, NOTES
            AND LETTERS OF CREDIT
2.1.    Commitments                                            29
2.1.1.  Loan Commitments                                       29
2.1.2.  Letter of Credit Commitment                            30
2.1.3.  Loan Note Guaranty Commitment                          31
2.2.    Reduction or increases of the Commitment Amounts       31
2.2.1.  Optional Reductions                                    31
2.2.2.  Mandatory Reductions                                   31
2.2.3.  Increases in the Revolving Loan Commitment Amount      31
2.3.    Borrowing Procedures                                   33
2.3.1.  Borrowing Procedure                                    33
2.3.2.  Swing Line Loans                                       34
2.3.3.  Other Currency Loan Reimbursement                      34
2.4.    Continuation and Conversion Elections                  35
2.5.    Funding                                                35
2.6.    Letter of Credit Issuance Procedures                   36
2.6.1.  Other Lenders' Participation                           36
2.6.2.  Disbursements                                          36
2.6.3.  Reimbursement                                          37
2.6.4.  Deemed Disbursements                                   37
2.6.5.  Nature of Reimbursement Obligations                    37
2.7.    Loan Note Guaranty Issuance Procedures                 38
2.7.1.  Risk Participations for Loan Note Guaranty Obligations,
        etc.                                                   38
2.7.2.  Repayment of Participations.                           40
2.7.3.  Role of the Loan Note Guarantor                        40
2.7.4.  Obligations Absolute                                   41
2.7.5.  Cash Collateral Pledge                                 42
2.7.6.  Third Party Beneficiary                                42
2.8.    Competitive Bid Loans                                  42
2.9.    Register; Notes                                        46
2.10.   Multi Currency Loans                                   47
2.10.1. Determination of Dollar Equivalents                    47
2.10.2. Notification of Availability                           47
2.10.3. Consequences of Non-Availability                       47
2.10.4. Automatic Conversions                                  47

 ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
3.1.    Repayments and Prepayments; Application                48
3.1.1.  Repayments and Prepayments                             48
3.1.2.  Application                                            49
3.2.    Interest Provisions                                    49
3.2.1.  Rates                                                  49
3.2.2.  Post-Default Rates                                     49
3.2.3.  Payment Dates                                          50
3.3.    Fees                                                   50
3.3.1.  Facility Fee                                           50
3.3.2.  Agent's Fee                                            50
3.3.3.  Letter of Credit Fee                                   51
3.3.4.  Loan Note Guaranty Fee                                 51

 ARTICLE IV CERTAIN LIBO RATE AND OTHER PROVISIONS, BORROWER
            GUARANTIES
4.1.    LIBO Rate Lending Unlawful                             51
4.2.    Deposits Unavailable                                   51
4.3.    Increased LIBO Rate Loan Costs, etc.                   52
4.4.    Funding Losses                                         52
4.5.    Increased Capital Costs                                52
4.6.    Taxes                                                  53
4.7.    Payments, Computations, etc.                           56
4.8.    Sharing of Payments                                    57
4.9.    Setoff                                                 57
4.10.   Guaranty Provisions                                    57
4.10.1. Guaranty                                               57
4.10.2. Guaranty Absolute, etc.                                58
4.10.3. Reinstatement, etc.                                    58
4.10.4. Waiver, etc.                                           59
4.10.5. Postponement of Subrogation, etc.                      59
4.10.6. Guaranty Limitations.                                  59
4.11.   Defaulting Lenders                                     59

 ARTICLE V CONDITIONS TO CREDIT EXTENSIONS
5.1.    Initial Credit Extensions                              60
5.1.1.  Resolutions, etc.                                      60
5.1.2.  Refinancing.                                           61
5.1.3.  Closing Fees, Expenses, etc.                           61
5.1.4.  Delivery of Notes                                      61
5.1.5.  Opinions of Counsel.                                   61
5.1.6.  Pledge Agreements                                      61
5.1.7.  Closing Date Certificate                               61
5.1.8.  Solvency, etc.                                         62
5.1.9.  Guarantees                                             62
5.1.10.                               Financial Information, etc.     62
5.2.    All Credit Extensions                                  62
5.2.1.  Compliance with Warranties, No Default, etc.           62
5.2.2.  Credit Extension Request, etc.                         62
5.2.3.  Satisfactory Legal Form                                62

            ARTICLE VIREPRESENTATIONS AND WARRANTIES
6.1.    Organization, etc.                                     63
6.2.    Due Authorization, Non-Contravention, etc.             63
6.3.    Government Approval, Regulation, etc.                  63
6.4.    Validity, etc.                                         63
6.5.    Financial Information                                  64
6.6.    No Material Adverse Change                             64
6.7.    Litigation, Labor Controversies, etc.                  64
6.8.    Subsidiaries                                           64
6.9.    Ownership of Properties                                64
6.10.   Taxes                                                  64
6.11.   Pension and Welfare Plans                              65
6.12.   Environmental Warranties                               65
6.13.   Accuracy of Information                                66
6.14.   Regulations T, U and X                                 67
6.15.   Solvency.                                              67
6.16.   Compliance with Laws.                                  67
6.17.   No Contractual or Other Restrictions                   67
6.18.   Absence of any Undisclosed Liabilities                 67
6.19.   Labor Relations                                        67

 ARTICLE VII COVENANTS
7.1.    Affirmative Covenants                                  68
7.1.1.  Financial Information, Reports, Notices, etc.          68
7.1.2.  Maintenance of Existence; Compliance with Laws, etc.   70
7.1.3.  Maintenance of Properties                              70
7.1.4.  Insurance                                              70
7.1.5.  Books and Records                                      70
7.1.6.  Environmental Law Covenant                             71
7.1.7.  Use of Proceeds                                        71
7.1.8.  Future                                                 71
7.1.9.  Foreign Employee Benefit Plan Compliance               72
7.2.    Negative Covenants                                     72
7.2.1.  Business Activities                                    72
7.2.2.  Indebtedness                                           72
7.2.3.  Liens                                                  73
7.2.4.  Financial Condition and Operations                     74
7.2.5.  Investments                                            75
7.2.6.  Restricted Payments, etc.                              76
7.2.7.  Capital Securities of Subsidiaries                     76
7.2.8.  Consolidation, Merger, etc.                            76
7.2.9.  Permitted Dispositions                                 76
7.2.10. Modification of Certain Agreements                     76
7.2.11. Transactions with Affiliates                           77
7.2.12. Restrictive Agreements, etc.                           77
7.2.13. Amendment of Organic Documents                         77

 ARTICLE VIII EVENTS OF DEFAULT
8.1.    Listing of Events of Default                           78
8.1.1.  Non-Payment of Obligations                             78
8.1.2.  Breach of Warranty                                     78
8.1.3.  Non-Performance of Certain Covenants and Obligations   79
8.1.4.  Non-Performance of Other Covenants and Obligations     79
8.1.5.  Default on Other Indebtedness                          79
8.1.6.  Judgments                                              79
8.1.7.  Pension Plans                                          79
8.1.8.  Change in Control                                      79
8.1.9.  Bankruptcy, Insolvency, etc.                           79
8.1.10. Impairment of Security, etc.                           80
8.1.11. Default Under Senior Notes.                            80
8.2.    Action if Bankruptcy                                   80
8.3.    Action if Other Event of Default                       80

 ARTICLE IX THE ADMINISTRATIVE AGENT, ETC.
9.1.    Actions                                                81
9.2.    Funding Reliance, etc.                                 81
9.3.    Exculpation                                            82
9.4.    Successor                                              82
9.5.    Loans by First Union                                   83
9.6.    Credit Decisions                                       83
9.7.    Copies, etc.                                           83
9.8.    Reliance by Administrative Agent                       83
9.9.    Defaults                                               84
9.10.   Arranger and Documentation Agent                       84

 ARTICLE X MISCELLANEOUS PROVISIONS
10.1.   Waivers, Amendments, etc.                              84
10.2.   Notices; Time                                          85
10.3.   Payment of Costs and Expenses                          85
10.4.   Indemnification                                        86
10.5.   Survival                                               87
10.6.   Severability                                           87
10.7.   Headings                                               87
10.8.   Execution in Counterparts, Effectiveness, etc.         87
10.9.   Governing Law; Entire Agreement                        88
10.10.  Successors and Assigns                                 88
10.11.  Transfer of and Participations in Credit Extensions    88
10.11.1.Assignments                                            88
10.11.2.Participations                                         90
10.12.  Other Transactions                                     91
10.13.  Certain Collateral and Other Matters; Rate Protection
        Agreements                                             91
10.14.  Forum Selection and Consent to Jurisdiction            92
10.15.  Waiver of Jury Trial                                   92
10.16.  EMU                                                    93
10.17.  Judgment Currency                                      94
10.18.  Confidential Information                               94