<PAGE>
 
================================================================================

 
     THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PHENIX CITY, ALABAMA

                                      and

                            MEAD COATED BOARD, INC.



                            -----------------------
                                Lease Agreement
                            -----------------------


                         Dated as of December 1, 1988

Relating to $44,000,000 The Industrial Development Board of the City of Phenix
City, Alabama Environmental Improvement Revenue Bonds (Mead Coated Board
Project), Series 1988


================================================================================
<PAGE>
 
                                LEASE AGREEMENT

                               TABLE OF CONTENTS

(The Table of Contents for this Lease Agreement is for convenience of reference
only and is not intended to define, limit or describe the scope or intent of any
provisions of this Lease Agreement.)

                                                                            Page
                                                                            ----

ARTICLE I                    DEFINITIONS

     Section 1.1             Definitions
     Section 1.2             Certain Rules of Interpretation

ARTICLE II                   REPRESENTATIONS

     Section 2.1             Representations by the Issuer
     Section 2.2             Representations by the Company

ARTICLE III                  LEASING CLAUSES AND TITLE PROJECT

     Section 3.1             Lease of the Project
     Section 3.2             Title to Project
     Section 3.3             Quiet Enjoyment

ARTICLE IV                   ACQUISITION, CONSTRUCTION,
                             INSTALLATION, EQUIPPING AND
                             COMPLETION OF THE PROJECT;
                             ISSUANCE OF THE BONDS

     Section 4.1             Acquisition, Construction,
                             Installation, Equipping and
                             Completion of the Project
     Section 4.2             Issuance of Bonds; Disbursements from the
                             Project Fund
     Section 4.3             Establishment of Completion Date;
                             Excess Proceeds
     Section 4.4             Insufficiency of Project Fund
     Section 4.5             Issuer to Pursue Remedies Against
                             Suppliers, Contractors and
                             Subcontractors and their Sureties

                                      -i-
<PAGE>
 
ARTICLE V                    EFFECTIVE DATE OF THIS
                             AGREEMENT; DURATION; OF LEASE
                             TERM; RENTAL PROVISIONS

     Section 5.1             Effective Date of This
                             Agreement; Duration of
                             Lease Term
     Section 5.2             Delivery of Acceptance of Possession
     Section 5.3             Rental Payments
     Section 5.4             Obligation of the Company Unconditional
     Section 5.5             Assignment and Pledge of Rental
                             Payments and the Agreement
     Section 5.6             Agreement to Supply Letter of Credit
     Section 5.7             Purchase of Bonds
     Section 5.8             Optional Purchase of Bonds
     Section 5.9             Determination of Interest Rate Periods

ARTICLE VI                   SPECIAL COVENANTS

     Section 6.1             Use of Project
     Section 6.2             Use of Proceeds
     Section 6.3             Indemnity Against Claims
     Section 6.4             Inspection of the Project
     Section 6.5             Company to Maintain Its Corporate
                             Existence; Conditions Under Which
                             Exceptions Permitted
     Section 6.6             Ownership; Further Assurances and
                             Corrective Instruments
     Section 6.7             Maintenance of Project by Company
     Section 6.8             Redemption or Purchase of Bonds
     Section 6.9             Investment of Bond Fund and
                             Project Fund Moneys Permitted
     Section 6.10            Non-Arbitrage Covenant
     Section 6.11            Removal and Substitution of
                             Portions of Project
     Section 6.12            Taxes, Other Governmental Charges
                             and Utility Charges
     Section 6.13            Insurance Required
     Section 6.14            Application of Net Proceeds of
                             Insurance
     Section 6.15            Additional Provisions
                             Respecting Insurance
     Section 6.16            Investment Credit
     Section 6.17            Granting of Easements
     Section 6.18            Release of Certain Land

                                     -ii-
<PAGE>
 
ARTICLE VII          DAMAGE, DESTRUCTION AND
                     CONDEMNATION

     Section 7.1     Damage and Destruction
     Section 7.2     Condemnation
     Section 7.3     Condemnation of
                     Company-Owned Property

ARTICLE VII:         ASSIGNMENT; SUBLEASING,
                     PLEDGING AND SELLING;
                     REDEMPTION; RENT PREPAYMENT
                     AND ABATEMENT; OPTION AND
                     OBLIGATION TO PURCHASE PROJECT;
                     OPTION TO EXTEND TERM OF AGREEMENT

     Section 8.1     Assignment and Subleasing
     Section 8.2     Pledge Under Indenture
     Section 8.3     Restrictions on Sale of
                     Project by Issuer
     Section 8.4     Prepayment of Rents; Option to
                     Purchase Project; Obligation
                     to Purchase Project
     Section 8.5     Rent Abatements If Bonds Paid
                     Prior to Maturity
     Section 8.6     Reference to Bonds Ineffective
                     After Bonds Paid
     Section 8.7     Option to Extend

ARTICLE IX           EVENTS OF DEFAULT AND REMEDIES

     Section 9.1     Events of Default
     Section 9.2     Remedies on Default
     Section 9.3     Agreement to Pay Attorneys' Fees
                     and Expenses
     Section 9.4     No Additional Waiver Implied by
                     One Waiver
     Section 9.5     Notice of Default

ARTICLE X            MISCELLANEOUS

     Section 10.1    Notices
     Section 10.2    Binding Effect
     Section 10.3    Severability
     Section 10.4    Amounts Remaining
                     in the Bond Fund
     Section 10.5    Amendments
     Section 10.6    Execution in Counterparts
     Section 10.7    Applicable Law
     Section 10.8    Captions
     Section 10.9    Recording of Agreement
     Section 10.10   Net Lease

                                     -iii-
<PAGE>
 
EXHIBITS
 
     Exhibit "A"       Project Land                              A-1
     Exhibit "B"       Description of Project                    B-1
     Exhibit "C"       Form of Requisition                       C-1

                                     -iv-
<PAGE>
 
          THIS LEASE AGREEMENT, dated as of December 1, 1988 between THE
INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PHENIX CITY, ALABAMA, a public
corporation duly organized and existing under the laws of the State of Alabama,
as lessor (the "Issuer"), and MEAD COATED BOARD, INC., a corporation organized
and existing under the laws of the State of Delaware (the "Company"), evidencing
the agreement of the parties hereto.

                             W I T N E S S E T H:
                             -------------------   

          In consideration of the respective representations and agreements
hereinafter contained, the parties hereto agree as follows (provided that in the
performance of the agreements of the Issuer herein contained, any obligation the
Issuer may thereby incur for the payment of money shall not be a general debt,
liability or obligation of the Issuer, or of the State of Alabama or any
political subdivision thereof, but shall be payable solely out of the rents,
revenues and proceeds derived from this Agreement (hereinafter defined) and the
sale of the Bonds referred to herein:

                                   ARTICLE I

                                  DEFINITIONS
                                  -----------

          Section 1.1  Definitions. In addition to the words and terms elsewhere
                       -----------
defined herein, the following words and terms as used herein shall have the
following meanings unless the context or use clearly indicates another or
different meaning or intent, and any other words and terms defined in the
Indenture shall have the same meanings as assigned to them in the Indenture when
used herein unless the context or use clearly indicates another or different
meaning or intent:

          "Act" means the statutes codified as Code of Alabama 1975, Title 11,
           ---
Chapter 54, Article 4, as amended and supplemented and at the time in force and
effect.

          "Agreement" means this Lease Agreement and any amendments and
           ---------
supplements hereto.

          "Authorized Company Representative" means any person or persons 
           ---------------------------------
designated to act on behalf of the Company by a certificate filed with the
Issuer and the Trustee containing the specimen signature of each such person and
signed by the President, and Vice President or the Treasurer of the Company.
<PAGE>
 
          "Authorized Issuer Representative" means any person or persons
           --------------------------------
designated to act on behalf of the Issuer by a certificate filed with the Issuer
and the Trustee containing the specimen signature of each such person and signed
by the Chairman or Secretary of the Issuer.

          "Bond Counsel" means an attorney-at-law or a firm of attorneys of
           ------------
nationally recognized standing in matters pertaining to the tax-exempt nature of
interest on bonds issued by states and their political subdivisions, duly
admitted to the practice of law before the highest court of any state of the
United States of America, selected by the Company and acceptable to the Trustee.

          "Bond Fund" means the Bond principal and interest payment fund created
           ---------
by Section 5.02 of the Indenture.

          "Business Day" means any day other than (i) a Saturday or Sunday or
           ------------
legal holiday or a day on which banking institutions in the city or cities (A)
in which the principal offices of the Trustee, the Tender Agent or the
Remarketing Agent are located or (B) in which drawings under the Credit Facility
are required to be made, are authorized by law to close or (ii) a day on which
the New York Stock Exchange is closed.

          "Code" means the United States Internal Revenue Code of 1986, as
           ----
amended. References to the Code and to Sections of the Code shall include
relevant final, temporary or proposed regulations thereunder.

          "Company Guarantee" means the Guarantee Agreement, dated as of
           -----------------
December 1, 1988 by and between the Company and the Trustee.

          "Completion Date" means the date of completion of the acquisition,
           ---------------
construction, installation and equipping of the Project (hereinafter defined) as
such date shall be certified as provided in Section 4.3 hereof.

          "Cost of Construction" with respect to the Project means the
           --------------------
following:

          (a) obligations incurred for labor and materials (including
     reimbursements payable to the Company or the Issuer and payments on
     contracts in the name of the Company or the Issuer) in connection with the
     acquisition, construction, installation and equipping of the Project;

                                      -2-
<PAGE>
 
          (b) the cost of contract bonds and of insurance of all kinds that may
     be required or necessary during the course of construction of the Project;

          (c) all costs of engineering services, including the costs for test
     borings, surveys, estimates, plans and specifications and preliminary
     investigation therefor, and for supervising construction, as well as for
     the performance of all other duties required by or consequent upon the
     proper construction of the Project;

          (d) overhead of the Company, to the extent not included in
     subparagraph (c) above, allocable to the Project by the Company in
     accordance with generally accepted accounting principles;

          (e) interest to accrue in respect of the Bonds to the Completion Date;

          (f) amounts paid to the United States Treasury pursuant to (S) 1.103-
     15AT(d) and (e) of Temporary Treasury Regulations or any regulations
     promulgated pursuant to Section 148(f) of the Code;

          (g) subject to the limitations of Section 147(g) of the Code, all
     expenses incurred in connection with the issuance of the Bonds, including
     without limitation initial compensation and expenses of the Trustee, legal
     expenses and fees, costs of printing and engraving, recording and filing
     fees, compensation of the underwriters, if any, rating agency fees and
     costs of the Letter of Credit;

          (h) all other costs which may properly be paid or accrued for the
     acquisition, construction, installation, equipping or financing of the 
     Project; and

          (i) any sums required to reimburse the Company for advances made for
     any of the above items or for any other costs incurred or for work done
     which are properly chargeable to the Project.

          "Event of Default" means any of the occurrences enumerated in Section
           ----------------
9.1 of this Agreement.

          "Exempt Costs" means Cost of Construction of the Project to the extent
           ------------
that the payment thereof would constitute, within the meaning of Sections
142(a)(5) and (6) of the Code, the payment of costs to provide facilities that
are sewage facilities

                                      -3-
<PAGE>
 
or solid waste disposal facilities within the meaning of said Code section or
facilities functionally related and subordinate thereto, excluding amounts paid
as costs of issuance of the Bonds but including fees paid to the issuer of the
Letter of Credit during the construction of the Project.

          "Extraordinary Services" and "Extraordinary Expenses" means all
           ----------------------       ----------------------
services rendered and all expenses incurred by the Trustee under the Indenture
other than Ordinary Services and Ordinary Expenses.

          "Government Obligations" shall have the meaning set forth in Article I
           ----------------------
of the Indenture.

          "Guarantee Agreements" means collectively the Company Guarantee and
           --------------------
the Mead Guarantee.

          "Indenture" means the Trust Indenture, dated as of December 1, 1988,
           ---------
between the Issuer and the Trustee, pursuant to which the Bonds are authorized
to be issued, and including any Indenture supplemental thereto.

          "Issuer" means The Industrial Development Board of the City of Phoenix
           ------
City, Alabama, a public corporation of the State created and existing pursuant
to the Act, a resolution of the Board of Commissioners of Phenix City adopted on
June 14, 1960 and a Certificate of Incorporation duly filed for record on July
17, 1960 in the office of the Judge of Probate of Russell County, Alabama, and
its successors and assigns.

          "Lease Term" means the duration of the leasehold interest created
           ----------
hereby as specified in Section 5.1.

          "Mead" means The Mead Corporation, an Ohio corporation, and its
           ----
successors and assigns.

          "Mead Guarantee" means the Guarantee Agreement, dated as of December
           --------------
1, 1988 by and between Mead and the Trustee.

          "Net Proceeds" means, with respect to the Bonds, the amount of the
           ------------
proceeds of the sale of the Bonds deposited into the Project Fund less the
amount paid or to be paid out from such proceeds for the payment of costs of
issuance of the Bonds plus any investment income earned on moneys in the Project
Fund.

          "Net Proceeds" means, with respect to any insurance or condemnation
           ------------
awards, the gross proceeds from the insurance or condemnation award with respect
to which that term is used

                                      -4-
<PAGE>
 
remaining after the payment of all expenses (including, without limitation,
attorneys' fees and any Extraordinary Expenses of the Trustee) incurred in the
collection of such gross proceeds.

          "Ordinary Services" and "Ordinary Expenses" mean those services
           -----------------       -----------------
normally rendered and those expenses normally incurred by a trustee under
instruments comparable to the Indenture, including but not limited to fees of
its counsel.

          "Permitted Investments" shall have the meaning set forth in Article I
           ---------------------
of the Indenture;

          "Plans" means the plans and specifications prepared by or on behalf of
           -----
the Company for the Project, as the same may be revised from time to time by the
Company in accordance with the second paragraph of Section 4.1 hereof, which are
on file with the Company and accessible to the Issuer.

          "Project" means the sewage and solid waste disposal facilities
           -------
described in the Plans and, as designated on the date hereof, described
generally in Exhibit "B" hereto.

          "Project Fund" means the fund created pursuant to Section 5.04 of the
           ------------
Indenture.

          "Project Land" means the real property described in Exhibit "A" hereto
           ------------
less such real property as may be released from this Agreement pursuant to
Section 6.18 or taken by the exercise of the power of eminent domain as provided
in Section 7.2.

          "Project Site" shall mean the facility operated by the Company located
           ------------
near Phenix City, Alabama, which the Project is designed to serve.

          "State" means the State of Alabama.
           -----

          "Trustee" means Citibank, N.A., New York, New York, and its successors
           -------
and assigns and any other entity who may be serving as successor trustee or co-
trustee under the Indenture.

          "Trust Estate" shall mean the property described in the granting
           ------------
clauses of the Indenture.

          Section 1.2  Certain Rules of Interpretation.  The definitions set
                       -------------------------------
forth in Section 1.1 shall be equally applicable to both the singular and plural
forms of the words and terms therein defined and shall cover all genders.

                                      -5-
<PAGE>
 
          "Herein", "hereby", "hereunder", "hereof", "hereinbefore",
"hereinafter" and other equivalent words refer to this Agreement and not solely
to the particular Article, Section or subdivision in which such word is used.

          Reference herein to an Article number (e.g., Article IV) or a Section
                                                 ----
number (e.g., Section 3.2) shall be construed to be a reference to the
        ----
designated Article number or Section number hereof unless the context or use
clearly indicates another or different meaning or intent.

          Any terms defined in Article I of the Indenture and not defined herein
are incorporated by reference.

                                  ARTICLE II

                                REPRESENTATIONS
                                ---------------

          Section 2.1  Representations by the Issuer.  The Issuer makes the
                       -----------------------------
following representations as the basis for the undertakings on its part herein
contained:

          (a)  Organization and Authority.  The Issuer is a public corporation
               --------------------------
     duly organized and validly existing under the provisions of the Act by
     authority of a resolution adopted by the Board of Commissioners of Phoenix
     City of June 14, 1960 and a Certificate of Incorporation duly filed for
     record on July 17, 1960, in the office of the Judge of Probate of Russell
     County, Alabama, which Certificate of Incorporation has not been amended or
     revoked and is of full force and effect. The Issuer has all requisite power
     and authority under the Act to (i) issue the Bonds, (ii) use the proceeds
     thereof to acquire, construct, install and equip the Project, (iii) own,
     lease and dispose of the Project, and (iv) enter into, and perform its
     obligations under this Agreement and the Indenture. This Agreement and the
     Indenture have been duly authorized, executed and delivered by the Issuer
     and are legal, valid and binding agreements enforceable against the Issuer
     in accordance with their respective terms.

          (b)  Pending Litigation.  There are no actions, suits, proceedings,
               ------------------
     inquiries or investigations pending, or, to the knowledge of the Issuer,
     threatened against or affecting the Issuer in any court or before any
     governmental authority or arbitration board or tribunal, which involve the
     possibility of materially and adversely affecting the transactions
     contemplated by this Agreement or the Indenture or which, in any way, would
     adversely affect the validity or

                                      -6-
<PAGE>
 
     enforceability of the Bonds, the Indenture, this Agreement or any agreement
     or instrument to which the Issuer is a party and which is used or
     contemplated for use in the consummation of the transactions contemplated
     hereby or thereby.

          (c)  Issue, Sale and Other Transactions Are Legal and Authorized.  The
               -----------------------------------------------------------
     issuance and sale of the Bonds and the execution and delivery by the Issuer
     of this Agreement and the Indenture, and the compliance by the Issuer with
     all of the provisions of each thereof and of the Bonds (i) are within the
     purposes, powers and authority of the Issuer, (ii) to the best of the
     knowledge of the Issuer, have been done in full compliance with the
     provisions of the Act, are legal and will not conflict with or constitute
     on the part of the Issuer a violation of or a breach of or default under,
     or result in the creation of any lien, charge or encumbrance upon any
     property of the Issuer (other than as contemplated by this Agreement or the
     Indenture) under the provisions of, any charter instrument, by-law,
     indenture, mortgage, deed of trust, note agreement or other agreement or
     instrument to which the Issuer is a party or by which the Issuer is bound,
     or any license, judgment, decree, law, statute, order, rule or regulation
     of any court or governmental agency or body having jurisdiction over the
     Issuer or any of its activities or properties, and (iii) have been duly
     authorized by all necessary corporate action on the part of the Issuer;

          (d)  Governmental Consents.  Neither the nature of the Issuer nor any
               ---------------------
     of its activities or properties, nor any relationship between the Issuer
     and any other person, nor any circumstance in connection with the offer,
     issue, sale or delivery of any of the Bonds is such as to require the
     consent, approval or authorization of, or the filing, registration or
     qualification with, any governmental authority on the part of the Issuer in
     connection with the execution, delivery and performance of this Agreement
     and the Indenture or the offer, issue, sale or delivery of the Bonds, other
     than those already obtained. The Issuer has filed with the Alabama
     Securities Commission notification of the Issuer's intention to issue the
     Bonds as required by Code of Alabama, Section 8-6-110 et seq., as amended,
                                                           -------
     and the Director of the Alabama Securities Commission has issued a
     Certificate of Notification with respect to the Bonds pursuant to the
     aforesaid act and said Certificate of Notification has not been revoked or
     rescinded and is in full force and effect;

                                      -7-
<PAGE>
 
          (e)  No Defaults.  To the best of the Issuer's knowledge, no event has
               -----------
     occurred and no condition exists with respect to the Issuer which would
     constitute an "Event of Default" as defined in this Agreement or the
     Indenture or which, with the lapse of time or with the giving of notice or
     both, would become such an "Event of Default". The Issuer is not in default
     under the Act or under any charter instrument, by-law or other agreement or
     instrument to which it is a party or by which is it bound;

          (f)  No Prior Pledge.  Neither the Project, this Agreement nor any of
               ---------------
     the payments to be received pursuant to this Agreement have been pledged or
     hypothecated in any manner or for any purpose other than as provided in the
     Indenture as security for the payment of the Bonds; and

          (g)  Nature and Location of Project.  The Project will constitute a
               ------------------------------
     "project" within the meaning of the Act, and the acquisition, construction
     and installation of the Project is in furtherance of the public purpose of
     the Act. The Project will be located within 25 miles of the corporate
     limits of Phoenix City, and no part thereof is located within the corporate
     limits or the police jurisdiction of any other incorporated municipality or
     any county of any state other than Russell County, Alabama.

          Section 2.2  Representations by the Company.  The Company makes the
                       ------------------------------
following representations as the basis for the undertakings on its part herein
contained:

          (a)  Corporate Organization and Power.  The Company (i) is a
               --------------------------------
     corporation duly organized, validly existing and in good standing under the
     laws of the State of Delaware, (ii) is duly qualified to transact business
     as a foreign corporation in the State of Alabama, and (iii) has all
     requisite corporate power and authority and all necessary licenses and
     permits to own and operate its properties and to carry on its business as
     now being conducted and as presently proposed to be conducted;

           (b)  Pending Litigation.  There is no proceeding pending, or to the
                ------------------
     knowledge of the Company threatened, against or affecting the Company in
     any court or before any governmental authority, arbitration board or
     tribunal which is likely to materially and adversely affect the ability of
     the Company to perform its obligations under this Agreement;

                                      -8-
<PAGE>
 
          (c) Agreements Are Legal and Authorized. The execution and delivery by
              -----------------------------------
     the Company of this Agreement and the compliance by the Company with all of
     the provisions hereof and thereof (i) are within the corporate power of the
     Company, (ii) will not conflict with or result in any breach of any of the
     provisions of, or constitute a default under or result in the creation of
     any lien, charge or encumbrance upon any property of the Company (other
     than as contemplated by this Agreement and the Indenture) under the
     provisions of the Company's Certificate of Incorporation or Bylaws or any
     agreement or other instrument to which the Company is a party or by which
     it may be bound, or any license, judgment, decree, law, statute, order,
     rule or regulation of any court or governmental agency or body having
     jurisdiction over the Company or any of its activities or properties, and
     (iii) have been duly authorized by all necessary action on the part of the
     Company;

          (d) Governmental Consent. To the knowledge of the Company, neither the
              --------------------
     Company nor any of its business or properties, nor any relationship
     between the Company and any other person, nor any circumstances in
     connection with the execution, delivery and performance by the Company of
     this Agreement is such as to require the consent, approval or authorization
     of, or the filing, registration or qualification with, any governmental
     authority on the part of the Company other than those already obtained;

          (e) No Defaults. To the knowledge of the Company, no event has
              -----------
     occurred and no condition exists with respect to the Company that would
     constitute an Event of Default under this Agreement or which, with the
     lapse of time or with the giving of notice or both, would become such an
     Event of Default;

          (f) Compliance with Law. To the knowledge of the Company, the Company
              -------------------
     is not in violation of any laws, ordinances, governmental rules or
     regulations to which it is subject and has not failed to obtain any
     licenses, permits, franchises or other governmental authorizations
     necessary to the ownership of its properties or to the conduct of its
     business, which violation or failure to obtain is likely to materially and
     adversely affect the ability of the Company to perform its obligations
     hereunder;

          (g) Commencement of Construction. The acquisition, construction,
              ----------------------------
     installation and equipping of the Project commenced after November 3, 1987,
     and no obligation relating

                                      -9-
<PAGE>
 
     to the acquisition, construction, installation or equipping of the Project
     was paid or incurred prior to such date.

                                  ARTICLE III

                     LEASING CLAUSES AND TITLE TO PROJECT
                     ------------------------------------

          Section 3.1  Lease of the Project. The Issuer hereby leases to the
                       --------------------
Company, and the Company hereby leases from the Issuer, the Project at the rent
set forth in Section 5.3 and in accordance with the provisions hereof.

          Section 3.2  Title to Project. Upon the execution and delivery hereof,
                       ----------------
the Issuer agrees that it will furnish to the Company and the Trustee an opinion
of the Issuer's Counsel or other Counsel satisfactory to the Company and the
Trustee stating that the Issuer has good title in and to the Project.

          Section 3.3  Quiet Enjoyment. The Issuer warrants and agrees that it
                       ---------------
will defend the Company in the quiet enjoyment and peaceable possession of the
Project, free from all claims of all persons claiming by, through or under the
Issuer, throughout the Lease Term, so long as the Company shall perform the
agreements to be performed by it hereunder, or so long as the period for
remedying any failure in such performance shall not have expired.

                                  ARTICLE IV

                   ACQUISITION, CONSTRUCTION, INSTALLATION,
                   EQUIPPING AND COMPLETION OF THE PROJECT;
                             ISSUANCE OF THE BONDS
                   ----------------------------------------

          Section 4.1  Acquisition, Construction, Installation, Equipping and
                       ------------------------------------------------------
Completion of the Project. Not later than the delivery hereof the Issuer will
-------------------------
have acquired title in and to the Project, and subject to the provisions of
Section 4.4, the Issuer agrees that:

          (a) It will acquire, construct, equip and install facilities necessary
     for the Project. The aforesaid acquisition, construction, equipping and
     installation shall be substantially in accordance with the Plans. The
     Project shall be the property of the Issuer and subject to the terms
     hereof.

          (b) Subject to the provisions of the following paragraphs, it will
     cause to be acquired, constructed, equipped and installed such additional
     machinery, equipment

                                     -10-
<PAGE>
 
     and related property described in the list attached hereto as Exhibit "B"
     and such other items of machinery, equipment and related property as in the
     Company's judgment may be necessary for the operation of the Project. Such
     additional machinery, equipment and related property shall become a part of
     the Project and shall be the property of the Issuer and subject to the
     terms hereof.

          The Issuer and the Company agree that the Company from time to time
may supplement or amend the Plans (including additions thereto or omissions
therefrom), provided that no such amendment shall provide for a material
addition to, deletion from or modification of the Plans unless there shall have
been filed with the Issuer and the Trustee (i) a revised Exhibit "B" containing
a description of the Project as revised by such amendment or modification, the
accuracy of which shall have been certified by an Authorized Company
Representative, and (ii) the written opinion of a firm of nationally recognized
Bond Counsel experienced in the financing of solid waste disposal facilities
stating that (a) the Project as provided for in such modified or amended Plans
will constitute a "project" within the meaning of the Act, and (b) the
expenditure of moneys from the Project Fund to pay the Cost of Construction in
accordance with such amended or modified Plans will not impair the exemption of
interest on Bonds from federal income taxation.

          The Issuer hereby makes, constitutes and appoints the Company as its
true, lawful and exclusive agent for the acquisition, construction, equipping
and installation of the Project, and the Company hereby accepts such agency to
act and do all things on behalf of the Issuer, to perform all acts and
agreements of the Issuer hereinabove provided in this Section, and to bring any
actions or proceedings against any person which the Issuer might bring with
respect thereto as the Company shall deem proper. The Issuer hereby ratifies and
confirms all actions of, and assumes and adopts all contracts entered into by,
the Company with respect to the Project prior to the date hereof. This
appointment of the Company to act as agent and all authority hereby conferred or
granted is conferred and granted irrevocably until all activities in connection
with the acquisition, construction, equipping and installation of the Project
shall have been completed, and shall not be terminated prior thereto by act of
the Issuer or of the Company. So long as the Company is not in default
hereunder, upon the Completion Date (or at any time prior thereto upon the
request of the company) the Issuer will assign to the Company all warranties and
guarantees of all contractors, subcontractors, suppliers, architects and
engineers for the furnishing of labor, materials or equipment or

                                     -11-
<PAGE>
 
supervision or design in connection with the Project and any rights or causes of
action arising from or against any of the foregoing.

          The Issuer agrees to complete the acquisition, construction, equipping
and installation of the Project as promptly as practicable after receipt of the
proceeds from the sale of the Bonds, to continue said acquisition, construction,
equipping and installation with all reasonable dispatch and to use its best
efforts to cause said acquisition, construction, equipping and installation to
be completed as soon as practicable, delays incident to strikes, riots, acts of
God or the public enemy beyond the reasonable control of the Issuer only
excepted, but if said acquisition, construction and installation is not
completed within the time herein contemplated there shall be no resulting
liability on the part of the Issuer and no diminution in or postponement or
abatement of the rents and other payments required by Section 5.3 to be paid by
the Company.

          Section 4.2  Issuance of Bonds; Disbursements from the Project Fund. 
                       -------------------------------------------------------
In order to provide funds to finance the Cost of Construction, the Issuer agrees
that it will initially issue and deliver the Bonds to the purchasers thereof and
apply and deposit the proceeds thereof in accordance with the terms of the
Indenture. The Company has approved the Indenture in form and substance,
approves the issuance of the Bonds in accordance with the Indenture and approves
the manner and purposes for which proceeds of the Bonds may be used and invested
pursuant to the Indenture.

          The Issuer has authorized and directed the Trustee to disburse moneys
from the Project Fund for payment or reimbursement of the Cost of Construction.
Each disbursement from the Project Fund shall be made only upon receipt by the
Trustee of a written requisition signed by the Authorized Company Representative
in substantially the form of Exhibit "C" attached hereto, stating with respect
to each payment to be made: (a) the requisition number, (b) the name and address
(or wire transfer instructions) of the person, firm or corporation to whom
payment is due, (c) the amount to be paid, (d) certifying that each obligation
mentioned therein has been properly incurred and is a proper charge against the
Project Fund, specifying in reasonable detail the purpose and circumstances of
such obligation and certifying that such obligation has not been the basis of
any previous withdrawal from the Project Fund, and (e) certifying that payment
of such requisition will not result in less than 97% of the total proceeds of
the sale of the Bonds (excluding amounts applied to pay costs of issuance of the
Bonds) expended at that time having been used to pay Exempt Costs.

                                     -12-
<PAGE>
 
          In approving or certifying any requisition under this Section the
Issuer and the Trustee may rely as to the completeness and accuracy of all
statements in such requisition upon the approval of or certification to such
requisition by the Authorized Company Representative, and the Company hereby
agrees to indemnify and save harmless the Issuer and the Trustee, and each of
their directors, officers, members, agents and employees from any liability
incurred in connection with any requisition so approved or certified.

          Section 4.3  Establishment of Completion Date; Excess Proceeds.  The 
                       -------------------------------------------------
Completion Date shall be evidenced to the Trustee by a certificate of the
Authorized Company Representative: (i) stating that the Project has been
completed substantially in accordance with the Plans, (ii) stating that, except
for amounts retained by the Trustee at the Company's direction for any Cost of
Construction of the Project not then due and payable or which is in dispute, the
entire Cost of Construction of the Project has been paid, and (iii) stating that
not less than 95% of the total proceeds of the sale of the Bonds have been used
to pay Exempt Costs. Notwithstanding the foregoing, such certificate may state
that it is given without prejudice to any rights against third parties which
exist at the date of such certificates or which may subsequently come into
being.

          In the event that moneys shall remain in the Project Fund after
payment of all Cost of Construction of the Project, such moneys shall, at the
direction of the Company, be used (i) for the redemption of Bonds in the largest
amount possible at the earliest date permitted by the Indenture at which the
redemption price for such Bonds to be redeemed is 100% of the principal amount
thereof plus accrued interest to the redemption date or for the purchase of
Bonds pursuant to Article IV of the Indenture or otherwise for the purpose of
cancellation at any time prior to the earliest date permitted by the Indenture
for the redemption of Bonds, (ii) paid into the Bond Fund to pay interest on the
Bonds, or (iii) a combination of (i) and (ii) above; provided, however, that
such moneys shall not be used as described in (ii) or (iii) above unless the
Company supplies the Trustee with an opinion of Bond Counsel to the effect that
such use will not adversely affect the tax-exempt status of the interest on the
Bonds. The Company agrees that any investments which it may direct of such
amounts shall result in a yield on such investments, computed in accordance with
the applicable provisions of (S)(S) 1.103-13 and 1.103-14 of the Treasury
Regulations, not in excess of the yield (computed in the same manner) on the
Bonds.

                                      -13-
<PAGE>
 
          Section 4.4  Insufficiency of Project Fund. The Issuer does not make 
                       -----------------------------
any warranty, either express or implied, that the amounts in the Project Fund
and available for payment of the Cost of Construction of the Project will be
sufficient to pay all of the Cost of Construction. The Company agrees that in
the event that moneys in the Project Fund are insufficient to pay all of the
Cost of Construction, the Company shall complete the acquisition, construction,
installation and equipping of the Project, and shall pay or make funds available
to the Issuer to pay that portion of the Cost of Construction in excess of the
moneys available therefor in the Project Fund. The Company agrees that, if after
exhaustion of the amounts of the Project Fund, it should pay any portion of the
Cost of Construction, it shall not be entitled to any diminution of the amounts
payable under as provided in Section 5.2 hereof.

          Section 4.5  Issuer to Pursue Remedies Against Suppliers, Contractors 
                       --------------------------------------------------------
and Subcontractors and Their Sureties. At the direction and sole cost of the
-------------------------------------
Company (to the extent that such cost is not payable and actually paid from the
Project Fund), the Issuer will promptly proceed, either separately or in
conjunction with others, to exhaust the remedies of the Issuer against any
defaulting supplier, contractor or subcontractor and against any surety
therefor, for the performance of any contract made in connection with the
Project. If the Company shall so notify the Issuer, the Company may, in its own
name or in the name of the Issuer, prosecute or defend any action or proceeding
or take any other action involving any such supplier, contractor, subcontractor
or surety which the Company deems reasonably necessary, and in such event the
Issuer agrees to cooperate fully with the Company and to take all action
necessary, to the extent it might lawfully do so, to effect the substitution of
the Company for the Issuer in any such action or proceeding. Any moneys
recovered by way of damages, refunds, adjustments or otherwise in connection
with the foregoing prior to the Completion Date shall be paid into the Project
Fund and after the Completion Date shall be used as authorized by Section 4.3.

                                   ARTICLE V

                       EFFECTIVE DATE OF THIS AGREEMENT;
                   DURATION OF LEASE TERM; RENTAL PROVISIONS
                   -----------------------------------------

          Section 5.1  Effective Date of This Agreement; Duration of Lease Term.
                       --------------------------------------------------------
This Agreement shall become effective upon its execution and delivery and the
leasehold interest created hereby shall then begin, and, subject to the other
provisions hereof, shall expire at midnight, December 1, 2023, or sooner upon
payment or redemption of the Bonds as hereinafter provided subject to extension
as provided in Section 8.7.

                                     -14-
<PAGE>
 
     Section 5.2 Delivery and Acceptance of Possession. The Issuer agrees to
                 -------------------------------------
deliver to the Company sole and exclusive possession of the Project (subject to
the right of the Issuer and the Trustee to inspect the same pursuant to Section
6.4) on the Completion Date and the Company agrees to accept possession of the
Project upon such delivery; provided, however, that the Company shall be
permitted such possession of the Project prior to the Completion Date as shall
not interfere with the acquisition, construction, installation and equipping of
the Project.

     Section 5.3 Rental Payments.
                 ---------------

    (a) As rent for the Project, the Company agrees to pay to the Trustee, as
assignee and pledgee of and for the account of the Issuer, for deposit in the
Bond Fund, amounts sufficient, together with other moneys held by the Trustee
under the Indenture and available therefor, to pay the principal of, and the
redemption premium (if any) and the interest on, the Bonds as the same become
due pursuant to the terms of the Indenture, as follows:

               (i)   On or prior to each date upon which interest on the Bonds
           is payable under the Indenture, a sum which will be equal to the
           interest on the Bonds coming due on such dates;

               (ii)  On or prior to any redemption date for the Bonds, a sum
           equal to the principal of, and the redemption premium (if any) and
           the interest on, the Bonds which are to be redeemed on such date; and

               (iii) On or prior to December 1, 2023, a sum which will be equal
           to the principal amount of the Bonds coming due on such date.

If the Company defaults in any payment required by this paragraph (a), the
Company will pay interest (to the extent allowed by law) on such amount until
paid at the rate provided for in the Bonds. 

           (b)  In furtherance of the foregoing, so long as any Bonds are
outstanding the Company will pay all amounts required to prevent any deficiency
by an act or failure to act by the Trustee, the Company, the Issuer, the Tender
Agent or any other person.

           (c)  The Company will also pay: (i) the fees of the Trustee for
rendering Ordinary Services and the Ordinary Expenses

                                      -15-
<PAGE>
 
of the Trustee and any Paying Agents under the Indenture, such fees and
expenses to be paid directly to the Trustee or Paying Agents for their
respective accounts as and when such fees and expenses become due and payable,
(ii) any fees for Extraordinary Services and the Extraordinary Expenses of the
Trustee and (iii) any expenses in connection with any redemption of the Bonds.
The Company may, without constituting grounds for an Event of Default
hereunder, withhold payment of any fees for Ordinary Services and
Extraordinary Services and Ordinary Expenses and Extraordinary Expenses to
contest in good faith the necessity of the same or to contest in good faith
the necessity for any services performed and expenses paid or incurred by any
Paying Agent.

          (d) In addition to the payments required to be made by the Company
pursuant to paragraph (a) above, the Company shall have the option to pay to the
Trustee amounts sufficient to pay the purchase price of any Bonds which the
Company has the option to purchase in lieu of redemption pursuant to Section
8.07 of the Indenture. All such payments shall be made to the Trustee at its
principal corporate trust office or to the Tender Agent at its principal office,
as the case may be, in lawful money of the United States of America.

          (e) The Company will also pay, on or prior to each day on which a
payment of purchase price of a Bond which has been tendered shall become due, an
amount which will enable the Trustee or the Tender Agent, as the case may be, to
make such payment in full in a timely manner.

          (f) The Company need not pay any amount paid to Bondholders from the
proceeds of a draw on the Letter of Credit or any Alternate Credit Facility.

          (g) The Company need not pay any amount required to be paid by
paragraphs (d) and (e) above to the extent of any amount paid to Bondholders
from the proceeds of a remarketing of Bonds in accordance with Section 3.02 of
the Indenture.

          Section 5.4 Obligation of the Company Unconditional.
The obligation of the Company to make the rental payments as provided in Section
5.3 and to perform and observe the other agreements on its part contained herein
shall be absolute and unconditional notwithstanding any change in the tax or
other laws of the United States of America or of the State of Alabama or any
political subdivision of either thereof or any failure of the Issuer to perform
and observe any agreement, whether express or implied, or any duty, liability or
obligation arising out of or connected with this Agreement. Nothing contained in
this Section

                                      -16-
<PAGE>
 
5.4 shall be construed to release the Issuer from the performance of any of the
agreements on its part herein contained; and, in the event the Issuer should
fail to perform any such agreement on its part, the Company may institute such
action against the Issuer as the Company may deem necessary to compel
performance or recover its damages for nonperformance so long as such action
shall not violate the agreements on the part of the Company contained in the
preceding sentence, but in no event shall the Company be entitled to any
diminution of the amounts payable as provided in Section 5.3 hereof.

     Section 5.5 Assignment and Pledge of Rental Payments and the Agreement. The
                 ----------------------------------------------------------
Issuer shall assign to the Trustee as security for the Bonds under the Indenture
all rights, title and interest of the Issuer in and to (i) the "Revenues"
(defined in the Indenture), (ii) this Agreement insofar as they relate to all
Bonds issued and outstanding under the Indenture (except for the Issuer's rights
providing that notices, approvals, consent, requests and other communications be
given to the Issuer and the Issuer's rights under Sections 6.3, 6.4 and 9.3
hereof) and (iii) all amounts on deposit from time to time in the Project Fund
and the Bond Fund. The Company assents to such assignment and hereby agrees
that, as to the Trustee, its obligations to make such payments shall be absolute
and shall not be subject to any defense or any right of set-off, counterclaim or
recoupment arising out of any breach by the Issuer or the Trustee of any
obligation to the Company, whether hereunder or otherwise, or out of any
indebtedness or liability at any time owing to the Company by the Issuer or the
Trustee.

     Section 5.6 Aqreement to Supply Letter of Credit. The Company shall provide
                 ------------------------------------
for the delivery of a Letter of Credit meeting the requirements of Section 6.01
of the Indenture to the Trustee simultaneously with the original issuance and
delivery of the Bonds.

     Section 5.7 Purchase of Bonds. The Issuer, with the consent of the Company,
                 -----------------
has set forth in Section 3.01 of the Indenture the terms and conditions relating
to such purchases and has set forth in Article XII of the Indenture the duties
and responsibilities of the Tender Agent with respect to the purchase of Bonds
and of the Remarketing Agent with respect to the remarketing of Bonds. The
Company approves the appointment by the Issuer of Smith Barney, Harris Upham &
Co. Incorporated as the initial Remarketing Agent and Citibank, N.A. as the
initial Tender Agent and hereby authorizes and directs the Tender Agent and the
Remarketing Agent to purchase, offer, sell and deliver Bonds in accordance with
the provisions of Section 3.01 and

                                      -17-
<PAGE>
 
Article XII of the Indenture. The Issuer acknowledges that the Remarketing
Agent, in undertaking its duties set forth in the Indenture with respect to the
determination of the interest rates borne by the Bonds, will be acting as agent
for and on behalf of the Issuer. The Issuer shall have no obligation or
responsibility, financial or otherwise, with respect to the purchase or
remarketing of Bonds or the making or continuation of arrangements therefor,
except that the Issuer shall generally cooperate with the Company, the Trustee,
the Tender Agent and the Remarketing Agent as contemplated in Article XII of the
Indenture.

          Section 5.8  Optional Purchase of Bonds. The Company, at any time and
                       --------------------------
from time to time, may furnish moneys to the Tender Agent accompanied by a
notice directing that such moneys be applied to the purchase of Bonds to be
purchased pursuant to Section 8.07 of the Indenture. Bonds so purchased shall be
delivered in accordance with Section 3.04 or 3.05 of the Indenture.

          Section 5.9  Determination of Interest Rate Periods. The Company may
                       --------------------------------------
determine the duration and type of the Interest Rate Periods (as defined in the
Indenture) as, and to the extent, set forth in Section 2.02 of the Indenture.


                                  ARTICLE VI

                               SPECIAL COVENANTS
                               -----------------

          Section 6.1  Use of Project. The Issuer hereby acknowledges that the
                       --------------
Company shall have singular and exclusive right to the use of the Project. The
Company hereby agrees that so long as the Project is operated, it shall be
operated as sewage or solid waste disposal facilities within the meaning of
Sections 142(a)(5) and 142(a)(6) of the Code. The Issuer makes no warranty,
either express or implied, as to the Project or that the Project will be
suitable for the Company's purposes.

          Section 6.2  Use of Proceeds. The Company hereby covenants that at
                       ---------------
least 95% of the total proceeds of the sale of the Bonds will be used to pay
Costs of Construction of the Project which constitute Exempt Costs and that all
of the Net Proceeds of the Bonds deposited within the Project Fund pursuant to
the Indenture will be used to pay the Cost of Construction of the Project.

          In addition, the Company covenants with the Issuer, for the benefit of
the Bondholders, that the proceeds of the Bonds




                                     -18-

<PAGE>
 
will not be used in any manner which would result in the loss of the exemption
from federal income taxation of the interest on the Bonds.

          Section 6.3  Indemnity Against Claims. The Company will also pay and
                       ------------------------
discharge and will indemnify and hold harmless the Issuer and the members,
officers, agents and employees of the Issuer from (a) any condition of the
Project caused by the Company, (b) any liens, taxes, assessments, impositions
and other charges upon payments by the Company to the Issuer hereunder, (c) any
breach or default on the part of the Company in the performance of any of its
obligations hereunder, (d) any act of negligence of the Company or of its
agents, contractors, servants, employees or licensees, (e) any act of negligence
of any assignee or sublessee of the Company, or of any agents, contractors,
servants, employees or licensees of any assignee or sublessee of the Company and
(f) any and all liability, damages, costs and expenses arising out of or
resulting from the acquisition, construction and installation of the Project or
the use or operation of the Project or any other activity carried out thereon or
in connection therewith or the transactions contemplated by this Agreement and
the Indenture, including the reasonable fees and expenses of counsel, except as
the same may arise out of the negligence or misconduct on the part of the
Issuer. If any such lien or charge is sought to be imposed upon payments, or any
such taxes, assessments, impositions or other charges are sought to be imposed,
or any such liability, damages, costs and expenses are sought to be imposed, the
Issuer will give prompt notice to the Company, and the Company shall have the
sole right and duty to assume, and will assume, the defense thereof, with full
power to litigate, compromise or settle the same in its sole discretion. The
indemnification provided by the Section shall survive the termination of this
Agreement.

          The Company agrees to indemnify the Trustee, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of the Indenture, including the reasonable costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties thereunder or hereunder.

          Section 6.4  Inspection of the Project. The Company agrees that the
                       -------------------------
Issuer and its duly authorized agents at reasonable times, and with the written
consent of the Company which shall not be unreasonably withheld, may enter upon
the Project Site and examine and inspect the Project and the books and records
of the Company with respect to the Project.

                                     -19-
<PAGE>
 
     Section 6.5 Company to Maintain Its Corporate Existence; Conditions Under
                 -------------------------------------------------------------
Which Exceptions Permitted. The Company will maintain its corporate existence,
--------------------------
will continue to be a corporation in good standing under the laws of the State,
will not dissolve or otherwise dispose of all or substantially all of its assets
and will consolidate with or merge into another legal entity or permit one or
more other legal entities (other than one or more subsidiaries of the Company)
to consolidate with or merge into it, or sell or otherwise transfer to another
legal entity all or substantially all its assets as an entirety and dissolve,
only if (a) the surviving, resulting or transferee legal entity is organized and
existing under the laws of the United States, a state thereof or the District of
Columbia, is solvent, is qualified to do business in the State as a foreign
corporation and (if not the Company) assumes in writing all the obligations of
the Company under this Agreement and (b) the Company or the surviving entity is
not immediately after such merger, consolidation or transfer in default in any
material respect under this Agreement.

     Section 6.6 Ownership; Further Assurances and Corrective Instruments. The
                 --------------------------------------------------------
Issuer covenants that it lawfully owns and is lawfully possessed of the Project
Land, that it has good and marketable fee simple title therein and thereto and
that it has or will acquire good and marketable title to the Project and that it
will defend said title and ownership therein and thereto and every part thereof
against the claims of all persons whomsoever. The Issuer and the Company agree
that they will, from time to time execute, acknowledge and deliver, or cause to
be executed, acknowledged and delivered, such supplements hereto and such
further instruments as may reasonably be required for correcting any inadequate
or incorrect description of the Project and for carrying out the intention or
facilitating the performance of this Agreement.

     Section 6.7 Maintenance of Project by Company.
                 ---------------------------------

     (a) The Company agrees that during the Lease Term, it will pay all costs of
operating, maintaining and repairing the Project; provided, that nothing in this
Section shall require the Company to maintain, operate or repair the Project if,
in the sole judgment of the Company, the Company shall determine that operation
of the Project or the manufacturing facilities the Project is designed to serve
is impossible, impracticable or uneconomic.

     (b) The Company may, from time to time, in its sole discretion and at its
own expense, make any additions,

                                      -20-
<PAGE>
 
modifications or improvements to the Project, including installation of
additional machinery, equipment, and related property, which it may deem
desirable for its business purposes; provided that all such additions,
modifications and improvements do not adversely affect the use of the Project as
solid waste disposal facilities. All machinery, equipment and related personal
property so installed by the Company shall not be subject to this Agreement or
the lien of the Indenture but shall be subject to the landlord's lien created
under the Code of Alabama, 1975, Section 35-9-60. A11 such machinery, equipment
and related property so installed by the Company may be modified or removed at
any time while there exists no Event of Default hereunder; provided, that any
damage to the Project occasioned by such modification or removal shall be
repaired by the Company at its own expense.

     (c) The Company shall not permit any mechanics', materialmen's, suppliers',
vendors' or other similar lien to be established or remain against the Project
for labor or materials furnished or services rendered in connection with any
additions, modifications, improvements, repairs, renewals or replacements so
made by it; provided, that if the Company shall first notify the Trustee of its
intention so to do, the Company may in good faith contest any mechanics',
materialmen's, suppliers', vendors' or other similar lien filed or established
against the Project, and in such event may permit the items so contested to
remain undischarged and unsatisfied during the period of such contest and any
appeal therefrom unless the Issuer or the Trustee shall notify the Company that
by nonpayment of any such items, the lien or security interests afforded by this
Agreement or as to any part of the Project or the payments to be made pursuant
to the Agreement or the Revenues will be materially endangered or the Project or
any part thereof or the payments to be made pursuant to the Agreement or the
Revenues will be subject to loss or forfeiture, in which event the Company shall
promptly pay and cause to be satisfied and discharged all such unpaid items. The
Issuer will cooperate fully with the Company in any such contest.

     Section 6.8 Redemption or Purchase of Bonds. The Issuer shall take all
                 --------------------------------
steps then necessary under the applicable provisions of the Indenture for the
redemption or purchase of Bonds upon receipt by the Issuer and the Trustee from
the Company of a written notice specifying:

     (a) the principal amount of Bonds to be redeemed or purchased;

     (b) the date of such redemption or purchase; and

                                     -21-
<PAGE>
 
     (c) in the case of a redemption of Bonds, directions to mail a notice of
redemption in accordance with Section 8.04 of the Indenture.

     Section 6.9 Investment of Bond Fund and Project Fund Moneys Permitted. Any
                 ----------------------------------------------------------
moneys held in the Bond Fund or the Project Fund shall be invested or reinvested
by the Trustee upon the request and direction of the Company in Government
Obligations and Permitted Investments, respectively. All such directions by the
Company shall be in compliance with applicable laws of the State. Such
investments shall be made upon telephonic direction of an Authorized Company
Representative which shall be promptly confirmed in writing and shall mature in
such amounts and at such times as may be necessary to provide funds when needed
to make payments from the Bond Fund or the Project Fund. The Trustee may make
any and all such investments through its own bond department. Any interest or
gain received from such investments shall be credited to and held in the Bond
Fund or the Project Fund, respectively, and any loss from such investments shall
be charged against the Bond Fund or the Project Fund, respectively.

     Section 6.10 Non-Arbitrage Covenant.
                  -----------------------

     (a) The Company and the Issuer each covenants that it shall take no action,
nor shall the Company direct the Trustee to take or approve the Trustee's taking
any action or direct the Trustee to make or approve the Trustee's making any
investment or use of proceeds of the Bonds or any other moneys which may arise
out of or in connection with, this Agreement, the Indenture or the Project,
which would cause the Bonds to be treated as "arbitrage bonds" within the
meaning of Section 148 of the Code. In addition, the Company covenants and
agrees to comply with the requirements of Section 148(f) of the Code as it may
be applicable to the Bonds or the proceeds derived from the sale of the Bonds or
any other moneys which may arise out of or in connection with, this Agreement,
the Indenture or the Project.

     (b) Unless the Company shall supply the Trustee and the Issuer with an
opinion of Bond Counsel to the effect that failure to comply with all or any
portion of this subsection (b) will not, by itself adversely affect the
exclusion of the interest payable on the Bonds from gross income for purposes of
federal income taxation, the Company hereby further covenants and agrees with
the Issuer, as follows:

     (1) If any part of the "gross proceeds" (hereinafter defined) of the Bonds
has not been expended on Cost of

                                      -22-
<PAGE>
 
Construction within six (6) months of the date of issuance and delivery of the
Bonds, the Company shall invest or cause such gross proceeds to be invested in
the manner described in subparagraph (A) below and shall pay or cause to be paid
to the United States the amounts described in subparagraph (B) below in
accordance with the terms and conditions set forth therein.

          (A) Except during any "temporary period" (hereinafter described, the
     aggregate amount of gross proceeds of the Bonds which are invested in
     "nonpurpose obligations" (hereinafter defined) having a "yield"
     (hereinafter defined) higher than the yield on the Bonds shall at no time
     during any "bond year" (hereinafter defined) exceed one hundred fifty
     percent (150%) of the "debt service" (hereinafter defined) on the Bonds for
     such bond year. In addition, the aggregate amount of gross proceeds of the
     Bonds invested in nonpurpose obligations having a yield higher than the
     yield on the Bonds shall be promptly and appropriately reduced as the
     amount of outstanding Bonds is reduced (whether by payment at maturity,
     mandatory sinking fund redemption, redemption prior to maturity, or
     otherwise). The Company shall not be required to sell or dispose of
     nonpurpose obligations if such sale or disposition would result in the
     realization of a loss, for federal income tax purposes, that exceeds the
     amount that would be rebated to the United States pursuant to the
     provisions of subparagraph (b)(l)(B) below (but for such sale or
     disposition), at the time of such sale or disposition if a rebate were due
     at such time. The provisions of the foregoing sentence shall not apply to
     the extent that other nonpurpose obligations acquired with the gross
     proceeds of the Bonds may be sold or disposed of without incurring the loss
     described above, and in any event the provisions of the foregoing sentence
     shall cease to apply thirty (30) days after the last day of the first
     "computation period" (defined in subparagraph (b)(l)(B)) ending thereafter
     on which such nonpurpose obligations can be sold or disposed of without
     incurring the loss described hereinabove. The provisions of this
     subparagraph (A) shall not apply to gross proceeds of the Bonds while such
     amounts are invested for the temporary periods described in Treasury
     Regulations (S) 1.103-15AT(c)(2).

          (B) At the time or times hereinafter set forth, the Company shall pay
     or shall cause the Trustee to pay

                                     -23-
<PAGE>
 
     to the United States an amount (the "Rebate Amount") which is equal to the
     sum of:

          (i)  the excess of --

               (a)  the aggregate amounts earned from the date of issuance and
          delivery of the Bonds on all nonpurpose obligations in which gross
          proceeds of the Bonds have been invested (other than nonpurpose
          obligations attributable to an excess described herein) over

               (b)  the aggregate amounts which would have been earned if the
          yield on such nonpurpose obligations (other than nonpurpose
          obligations attributable to an excess described herein) had been equal
          to the yield on the Bonds, plus
                                     ----
          
          (ii)  any income attributable to the excess described in clause (i) 
     above.

The Rebate Amount payable to the United States shall be determined annually by
the Company for each bond year during which Bonds remain outstanding and upon
retirement of the last of the Bonds (each such period is hereinafter referred to
as a "computation period"). Such Rebate Amounts shall be deposited annually in
the Excess Investment Earnings Account created pursuant to the provisions of the
Indenture. The Rebate Amount shall be paid to the United States in installments,
as follows:

          (I) subject to clause (III) below, the first such installment shall be
     paid no later than thirty (30) days after the end of the fifth (5th) bond
     year of the Bonds;

          (II) subject to clause (III) below, an additional installment shall be
     paid on or prior to the last day of each additional installment payment
     period during which any of the Bonds remain outstanding. For purposes of
     this clause (II), an installment payment period shall commence on the last
     day on which a preceding installment of the Rebate Amount was required to
     be paid, and shall end on the day preceding the fifth (5th) anniversary of
     such payment date;

                                     -24-
<PAGE>
 
                    (III) anything herein to the contrary notwithstanding, the
               last installment shall be paid no later than sixty (60) days
               after the last of the Bonds has been retired; and

                    (IV)  each installment shall be in an amount which, when
               aggregated with the amount of any prior installments paid to the
               United States hereunder, will equal at least ninety percent (90%)
               of the total Rebate Amount payable to the United States hereunder
               as of the date such installment is paid; provided, however, that
               the last installment shall be in an amount equal to the entire
               remaining balance of the Rebate Amount payable to the United
               States hereunder.

          Each such payment to the United States shall be made to the Internal
          Revenue Service, Philadelphia, Pennsylvania 19255, or to such other
          address as shall be specified by the Department of Treasury and shall
          be accompanied by (i) a copy of the Information Return for Private 
          Activity Bond Issues (Internal Revenue Service Form 8038) filed by the
          Issuer upon the issuance of the Bonds and (ii) a statement summarizing
          the determination of the Rebate Amount required to be paid to the
          United States. The Company shall maintain or cause to be maintained
          records of such determinations for each computation period until six
          years after payment in full of the Bonds and shall make such records
          available to the Issuer, the Trustee and their representatives upon
          reasonable request therefor. The Issuer hereby agrees to cooperate
          with the Company in making the determinations for each computation
          period required pursuant to this subparagraph. The Trustee agrees to
          cooperate with the Company in respect of the Company's obligations
          under this Section 6.10 by providing information to the Company
          regarding the investment of funds pursuant to the Indenture. The
          Trustee shall have no responsibility or obligation to make any
          computations or determinations under this Section 6.10 or to monitor
          or investigate compliance by the Company with the provisions hereof.

          (3)  For purposes of clause (a) of subparagraph (b)(l)(B) of this
     Section, the Company, in determining the aggregate amounts earned on all
     nonpurpose obligations acquired with gross proceeds of the Bonds --

                                     -25-
<PAGE>
 
               (A)  will take into account any gain or loss incurred on the
          disposition of any such nonpurpose obligation, and

               (B)  unless the Issuer otherwise elects, will not take into
          account any amounts earned on nonpurpose obligations held in a "bona
          fide debt service fund" (hereinafter defined) for the Bonds during
          any bond year in which the gross earnings on such fund do not exceed
          $100,000.

          (4)  Except as provided in (S) 1.103-15AT(d)(6) of the Treasury
     Regulations with respect to the purchase of obligations of the United
     States Treasury, at no time shall any of the gross proceeds of the Bonds
     be invested in (A) nonpurpose obligations having a purchase price which is
     not equal to the fair market value of comparable obligations or producing
     a yield which is not equal to the fair market yield of comparable
     obligations, or (B) in any other manner resulting in a "prohibited payment"
     (within the meaning of (S) 1.103-15AT(d)(6) of the Treasury Regulations) of
     any portion of the Rebate Amount, directly or indirectly, to a party other
     than the United States.

     (c)  The terms "bond year", "debt service", "gross proceeds", "nonpurpose
obligations", and "yield" shall have the meanings set forth in Section 148 of
the Code and Treasury Regulation (S) 1.103-15AT(b), and the term "bona fide debt
service fund" shall have the meaning set forth in Treasury Regulation 
(S) 1.103-13(b)(12).

     (d)  No provision of this Agreement shall be construed to impose upon the
Trustee any obligation or responsibility for compliance with arbitrage
regulations.

     Section 6.11  Removal and Substitution of Portions of Project. The Issuer
                   ------------------------------------------------
shall not be under any obligation to renew, repair or replace any inadequate,
obsolete, worn out, unsuitable, undesirable, inappropriate or unnecessary items
comprising the Project. If the Company, in its sole discretion, determines that
any such items have become inadequate, obsolete, worn out, unsuitable,
undesirable, inappropriate or unnecessary for its purposes at such time, the
Company may, without any responsibility or accountability to the Issuer or the
Trustee therefor, remove such items from the Project Site and (on behalf of the
Issuer) sell, trade in, or otherwise dispose of them (as a whole or in part)
provided that the Company shall either:

                                     -26-
<PAGE>
 
          (a)  substitute (either by direct payment of the costs thereof or by
     advancing to the Issuer the moneys necessary therefor) and install other
     machinery, equipment or related property having equal or greater utility
     (but not necessarily having the same function or value) in the operation of
     the Project as a solid waste disposal or pollution control facilities
     (provided such removal and substitution shall not impair operating unity),
     all of which substituted machinery, equipment or related property shall
     become a part of the Project; or

          (b)  not make any such substitution and installation, provided (i)
     that in the case of the sale of any such machinery, equipment or related
     property to anyone other than itself or in the case of the scrapping
     thereof, the Company shall pay into the Bond Fund the greater of the
     proceeds from such sale, the scrap value thereof or the original cost
     thereof less depreciation in accordance with generally accepted accounting
     principles, as the case may be, (ii) that in the case of the trade-in of
     such machinery, equipment or related property for other machinery,
     equipment or related property not to be installed as a part of the
     Project, the Company shall pay into the Bond Fund the amount of the greater
     of the credit received by it in such trade-in or the original cost thereof
     less depreciation in accordance with generally accepted accounting
     principles, and (iii) that in the case of the sale of any such machinery,
     equipment or related property to the Company or in the case of any other
     disposition thereof, the Company shall pay into the Bond Fund an amount
     equal to the original cost thereof less depreciation at rates calculated in
     accordance with generally accepted accounting principles.

The removal of any portion of the Project pursuant to the provisions of this
Section shall not entitle the Company to any diminution in or postponement or
abatement of the rents payable under Section 5.3.

     The Company shall promptly report to the Trustee each such removal,
substitution, sale, trade-in or other disposition which, together with other
prior unreported dispositions, in the aggregate results in proceeds under this
Section of $100,000 or more and shall pay to the Trustee such amounts as are
required by the provisions of the preceding subsection (b) of this Section to be
paid into the Bond Fund promptly after the sale, trade-in or other disposition
requiring such payment. The Company shall not remove or permit the removal of
any item constituting the Project except in accordance with the provisions of
this Section.

                                     -27-
<PAGE>
 
     The Company shall deliver to the Issuer appropriate documents conveying to
the Issuer title to any machinery, equipment or related property installed or
placed at the Project Site pursuant to this Section, and upon the request of the
Company, the Issuer shall deliver, and cause or direct the Trustee to deliver,
to the Company appropriate documents conveying to the Company title to any
property removed from the Project Site pursuant to this Section.

     Section 6.12  Taxes, Other Governmental Charges and Utility Charges. The
                   -----------------------------------------------------
Company agrees to pay and discharge all lawful real estate taxes, personal
property taxes, water charges, sewer charges, assessments (including, but not
limited to, special assessments for public improvements or benefits for which
the Company would have otherwise have been liable had it in fact been the owner
of the Project) and all other lawful governmental taxes, impositions and charges
of every kind and nature, ordinary and extraordinary, general or special,
foreseen or unforeseen, whether similar or dissimilar to any of the foregoing,
and all applicable interest and penalties thereon, if any, which at any time
during the term of this Agreement shall be or become due and payable by the
Issuer or the Company and which shall be lawfully levied, assessed or imposed

          (a)  upon or with respect to, or shall be or become liens upon, the
     Project or any portion thereof or any interest of the Issuer or the Company
     therein or under this Agreement;

          (b)  upon or with respect to the income or profits of the Issuer from
     the Project or under this Agreement;

          (c)  upon or with respect to the possession, operation, management,
     maintenance, alterations, repair, rebuilding, use or occupancy of the
     Project or any portion thereof; or

          (d)  upon this transaction or any document to which the Issuer or the
     Company is a party creating or transferring an interest or an estate in the
     Project;

under or by virtue of any present or future law, statute, ordinance, regulation
or other requirement of any governmental authority, whether federal, state,
county, city, municipal, school or otherwise.

     The Company shall, at its sole cost and expense, procure or cause to be
procured any and all necessary building permits, other permits, licenses and
other authorizations required for the

                                     -28-
<PAGE>
 
lawful and proper construction, use, occupation, operation and management of the
Project. The Company also agrees to pay or cause to be paid all lawful charges
for gas, water, sewer, electricity, light, heat, power, telephone and other
utility and service used, rendered or supplied to, upon or in connection with
the Project and the Issuer will cooperate with the Company in securing such
permits, licenses and authorizations.

     The Company may, at its own expense and in its own name and behalf or in
the name and behalf of the Issuer, in good faith contest any such taxes,
assessments and other charges and, in the event of any such contest, may permit
the taxes, assessments and other charges so contested to remain unpaid during
the period of such contest and any appeal therefrom. The Issuer shall cooperate
fully with the Company in any such contest. If the Company shall fail to pay any
of the foregoing items required by this Section to be paid by the Company, the
Issuer or the Trustee may (but shall be under no obligation to) pay the same,
and any amounts so advanced therefor by the Issuer or the Trustee shall become
an additional obligation of the Company to the one making the advancement, which
amounts, together with interest thereon at the rate of interest borne by the
Bonds from the date thereof, the Company agrees to pay.

     Section 6.13  Insurance Required.  Throughout the Lease Term the Company
                   ------------------
shall keep the Project continuously insured against such risks as are
customarily insured against by business of like size and type (other than
business interruption insurance), paying as the same become due all premiums in
respect thereto. Notwithstanding the foregoing, the Company may elect to self-
insure.

     Section 6.14  Application of Net Proceeds of Insurance.  The Net Proceeds
                   ----------------------------------------
of the insurance carried pursuant to the provisions of Section 6.13 shall be
applied as follows: (i) Net Proceeds of property and casualty insurance shall be
applied as provided in Section 7.1, and (ii) Net Proceeds of liability insurance
shall be applied toward extinguishment or satisfaction of the liability with
respect to which such insurance proceeds may be paid.

     Section 6.15  Additional Provisions Respecting Insurance.  All insurance,
                   ------------------------------------------
if any, required in Section 6.13 shall be taken out and maintained in insurance
companies selected by the Company and may be written with deductible amounts
comparable to those on similar policies carried by other companies engaged in
businesses similar in size and type and other respects as the Company. The
insurance hereby required, if any, may be contained in blanket policies now or
hereafter maintained by the Company.

                                     -29-
<PAGE>
 
          Section 6.16  Investment Credit. The Issuer agrees that any investment
                        -----------------
tax credit with respect to the Project or any part thereof shall be made
available to the Company, and the Issuer will fully cooperate with the Company
in any effort by the Company to avail itself of any such investment tax credit,
but neither the Issuer nor the Trustee shall have any responsibility or
liability for the Company's failure to receive any such investment tax credit.
The Issuer agrees to cause the Trustee to cooperate in making any investment tax
credit available to the Company.

          Section 6.17  Granting of Easements. If no Event of Default shall have
                        ---------------------
happened and be continuing, the Company may at any time or times cause to be
granted easements (including party wall agreements), licenses, rights-of-way
(temporary or perpetual and including the dedication of public highways) and
other rights or privileges in the nature of easements with respect to any
property included in the Project and such grant will be free from any lien or
security interest created by this Agreement, or the Company may cause to be
released existing easements, licenses, rights-of-way and other rights or
privileges in the nature of easements, held with respect to any property
included in the Project with or without consideration and the Issuer agrees that
it shall execute and deliver and will cause and direct the Trustee to execute
and deliver any instrument necessary or appropriate to confirm and grant or
release any such easement, license, right-of-way or other right or privilege
upon receipt of:

          (a) a copy of the instrument of grant or release, and

          (b) a written application signed by the president or any vice
     president of the Company requesting the execution and delivery of such
     instrument and stating

               (i) that such grant or release is not detrimental to the proper
          conduct of the business of the Company, and

               (ii) that such grant or release will not impair the effective use
          or interfere with the operation of the Project.

          Section 6.18  Release of Certain Land. Notwithstanding any other
                        -----------------------
provision hereof, the parties hereto reserve the right to amend this Agreement
at any time and from time to time by mutual agreement for the purpose of
effecting the release of and removal of

                                     -30-
<PAGE>
 
          (a) any unimproved part of the Project Land (on which none of the
     components comprising the Project is located but on which parking,
     transportation or utility facilities may be located) on which the Issuer
     proposes to construct improvements for lease or sale to another person or
     persons under another and different agreement, or

          (b) any part of the Project land with respect to which the Issuer
     proposes to grant an easement or convey a fee, interest or other title to
     a railroad or other public or private carrier or to any public utility or
     public body in order that transportation facilities or services by rail,
     water, road or other means or utility services for the Project may be
     provided, increased or improved; provided, that if at the time any such
     amendment is made any of the Bonds are outstanding, there shall be
     deposited with the Trustee the following:

               (i) a copy of such amendment as executed;

               (ii) a resolution of the Issuer (A) stating that the Issuer is
          not in default under any of the provisions hereof or of the Indenture
          and that the Company is not to the knowledge of the Issuer in default
          under any of the provisions hereof, (B) giving an adequate legal
          description of that portion of the Project Land to be released, (C)
          stating the purpose for which the Issuer desires the release, (D)
          stating that the improvements which will be constructed or the
          facilities and services which will be provided, increased or improved
          will be such as will promote at least one of the public purposes of
          the Issuer and (E) requesting such release;

               (iii) a certificate of an officer of the Company approving such
          amendment together with an officer's certificate stating that the
          Company is not in default under any of the provisions hereof;

               (iv) a copy of the agreement between the Issuer and such other
          person wherein the Issuer agrees to construct improvements on the
          portion of the Project Land so requested to be released and agrees to
          lease or sell the same to such other person, and wherein such other
          person agrees to lease or purchase the same from the Issuer, or a copy
          of the instrument granting the easement or conveying the title or
          other interest to a railroad, public utility or public body; and

                                      -31-
<PAGE>
 
               (v) a certificate of an Authorized Company Representative dated
          more than sixty (60) days prior to the date of such amendment and
          stating that, in the opinion of the person signing such certificate,
          (A) the portion of the Project Land so proposed to be released is
          necessary or desirable for railroad, utility services or roads to
          benefit the Project or is not otherwise needed for the operation of
          the Project for the purposes hereinabove stated, and (B) the release
          so proposed to be made will not impair the usefulness of the Project
          as a facility of a type which the Issuer is authorized to acquire
          under the laws pursuant to which the Issuer then exists, and will
          not destroy the means of ingress thereto and egress therefrom.

No release effected under this Section shall entitle the Company to any
diminution in or postponement or abatement of the rents payable under Section
5.3.

                                  ARTICLE VII

                     DAMAGE, DESTRUCTION AND CONDEMNATION
                     ------------------------------------    

          Section 7.1  Damage and Destruction. Unless the Company shall have 
                       ----------------------
elected to exercise its option to prepay all rentals or purchase the Project
pursuant to the provisions of Section 8.4, if prior to payment in full of the
Bonds the Project is destroyed (in whole or in part) or is damaged by fire or
other casualty, the Company, or the Issuer at the Company's direction, (i) shall
promptly replace, repair, rebuild or restore the property damaged or destroyed
in a manner which provides facilities generally comparable to the facilities as
existed prior to the event causing such damage or destruction, with such
changes, alterations and modifications (including the substitution and addition
of other property) as may be desired by the Company and as will not impair the
operation of the Project as solid waste disposal facilities, and (ii) shall
apply for such purpose so much as may be necessary of any Net Proceeds of
insurance resulting from claims for such losses, as well as any additional
moneys of the Company necessary therefor. All Net Proceeds of insurance
resulting from claims for such losses shall be paid to the Company. If said Net
Proceeds are not sufficient to pay in full the costs of such replacement,
repair, rebuilding or restoration, the Company shall nonetheless complete the
work thereof and shall pay that portion of the costs thereof in excess of the
amount of said Net Proceeds. The Company shall not, by reason of the payment of
such excess costs, be entitled to any reimbursement from the Issuer or any
abatement, diminution or postponement of the amounts payable under Section 5.3.

                                     -32-
<PAGE>
 
          Section 7.2  Condemnation. Unless the Company shall exercise its 
option to prepay all rentals or purchase the Project pursuant to the provisions
of Section 8.4, if the title in and to, or the temporary use of, the Project or
any part thereof shall be taken under the exercise of the power of eminent
domain by any governmental body or by any other person acting under governmental
authority, the Company shall be obligated to continue to pay the rents specified
in Section 5.3. The Issuer and the Company shall cause the Net Proceeds received
by them or any of them, from any award made in such eminent domain proceeding,
to be paid to and held by the Company and applied in one or more of the
following ways:

          (a) the restoration of the Project to substantially the same condition
     as existed prior to the exercise of such power of eminent domain;

          (b) the acquisition, by construction or otherwise, of other solid
     waste disposal facilities suitable for the Company's operations at the
     Project Site (which solid waste disposal facilities will be deemed a part
     of the Project and available for use by the Company and will be leased to
     the Company hereunder without the payment of any rents other than herein
     provided to the same extent as if such other improvements were specifically
     described herein); provided, that such solid waste disposal facilities will
     be acquired subject to no liens, security interests or encumbrances prior
     to the lien or security interest afforded by this Agreement and the
     Indenture, other than Permitted Encumbrances;

          (c) redemption of the Bonds in accordance with the provisions of
     Article VIII of the Indenture; provided, that no part of any such
     condemnation award may be applied for such redemption unless (1) all of the
     Bonds are to be redeemed in accordance with the Indenture upon exercise of
     the option to purchase the Project pursuant to the provisions of Section
     8.01(a) of the Indenture, or (2) if less than all of the Bonds are to be
     redeemed, the Company shall furnish to the Issuer and the Trustee a
     certificate of the Authorized Company Representative stating (i) that the
     property forming a part of the Project that was taken in such eminent
     domain proceeding is not essential to the Company's use or occupancy of the
     Project, (ii) that the Project has been restored to a condition
     substantially equivalent to its condition prior to the taking in such
     eminent domain proceeding, or (iii) that solid waste disposal facilities
     have been acquired which are suitable for the Company's operations at the
     Project as contemplated by the foregoing subsection (b) of this Section; or

                                     -33-
<PAGE>
 
          (d)  payment into the Bond Fund of an amount sufficient to provide for
     payment in full of the Bonds.

     The Issuer shall cooperate fully with the Company in the handling and
conduct of any prospective or pending eminent domain proceeding with respect to
the Project or any part thereof and shall, to the extent it may lawfully do so,
permit the Company to litigate in any such proceeding in the name and on behalf
of the Issuer. In no event will the Issuer voluntarily settle, or consent to the
settlement of, any prospective or pending eminent domain proceeding with respect
to the Project or any part thereof without the written consent of the Company.

     Section 7.3  Condemnation of Company-Owned Property.  The Company shall be
                  --------------------------------------
entitled to the proceeds of any condemnation award or portion thereof made for
damages to or taking of its own property or for damages on account of the taking
of or interference with the Company's rights to possession, use or occupancy of
the Project.

                                 ARTICLE VIII

                 ASSIGNMENT, SUBLEASING, PLEDGING AND SELLING;
                  REDEMPTION; RENT PREPAYMENT AND ABATEMENT;
                  OPTION AND OBLIGATION TO PURCHASE PROJECT;
                      OPTION TO EXTEND TERM OF AGREEMENT
                 ---------------------------------------------

     Section 8.1  Assignment and Subleasing.  This Agreement may be assigned by
                  -------------------------
the Company and the Project may be subleased by the Company without the
necessity of obtaining the consent of the Issuer or the Trustee, subject,
however, to the following conditions:

     (a)  no assignment (other than pursuant to Section 6.5) or sublease shall
relieve the Company from primary liability for any of its obligations hereunder,
and if any such assignment occurs, the Company shall continue to remain
primarily liable for the payment of the rents specified in Section 5.3 and for
performance and observance of the other agreements on its part herein provided
to be performed and observed by it; and

     (b)  the Company shall, within 30 days after the delivery thereof, furnish
or cause to be furnished to the Issuer and to the Trustee a true and complete
copy of each such assignment or sublease, as the case may be, together with any
instrument of assumption.

                                     -34-
<PAGE>
 
     Section 8.2  Pledge Under Indenture.  Under the terms of the Indenture, the
                  ----------------------
Issuer shall assign and create a security interest with respect to its interest
in, and pledge all rents, revenues and receipts arising out of or in connection
with its ownership of, the Project to the Trustee, all as security for the
payment of the principal of and interest on the Bonds, but the Indenture and
said assignment and pledge shall be subject and subordinate to this Agreement.

     Section 8.3 Restrictions on Sale of Project by Issuer. The Issuer agrees
                 -----------------------------------------
that, except as set forth in Section 8.2, it shall not (a) sell, assign,
transfer or convey the Project during the Lease Term, (b) create or suffer to be
created any assignment, pledge, charge, lien or encumbrance on the Trust Estate,
or (c) take any other action which might reasonably be construed as tending to
cause or induce the levy or assessment of ad valorem taxes on the Project or on
its title in and to the Project. If the laws of the State at the time permit
such action to be taken, nothing contained in this Section shall prevent the
consolidation of the Issuer with, or the merger of the Issuer into, or the
transfer of the Project as an entirety to, any public corporation whose property
and income are not subject to taxation and which has corporate authority to
carry on the business of owning and leasing the Project; provided (i) that no
such action shall be taken without the prior written consent of the Company,
unless such action shall be required by law, and (ii) that upon any such
consolidation, merger or transfer, the due and punctual payment of the principal
of and the interest on the Bonds, and the due and punctual performance and
observance of all the agreements hereof to be kept and performed by the Issuer,
shall be expressly assumed in writing by the corporation resulting from such
consolidation or surviving such merger or to which the Project shall be
transferred as an entirety.

     Section 8.4  Prepayment of Rents; Option to Purchase Project; Obligation to
                  --------------------------------------------------------------
Purchase Project.
----------------

          (a)  The Company shall have the option to prepay any part of the rents
     payable under Section 5.3, and the Issuer agrees that the Trustee may
     accept such prepayment when the same is tendered by the Company, upon
     giving written notice to the Trustee at least four Business Days prior to
     the thirtieth day before the date set for redemption, to the extent that
     the Bonds are subject to optional redemption in part pursuant to Section
     8.01(a) of the Indenture.

          (b)  The Company shall have the option to purchase the Project by
     prepaying all of the rents payable under Section

                                     -35-
<PAGE>
 
     5.3, and the Issuer agrees that the Trustee may accept such prepayment when
     the same is tendered by the Company, upon giving written notice to the
     Trustee at least four Business Days prior to the thirtieth day before the
     date set for redemption, to the extent that the Bonds are subject to
     optional redemption in whole pursuant to Section 8.01(a) of the Indenture.

          (c)  The Company shall be obligated to prepay a portion of the rentals
     payable under Section 5.3, and the Issuer agrees that the Trustee may
     accept such prepayment when the same is tendered by the Company, to the
     extent that the bonds are subject to mandatory redemption in part pursuant
     to Section 8.01(b) of the Indenture.

          (d)  The Company shall be obligated to purchase the Project by
     prepaying all of the rents payable under Section 5.3, or to prepay all of
     the rents payable under Section 5.3 without purchasing the Project, and the
     Issuer agrees that the Trustee may accept such prepayment when the same is
     tendered by the Company, to the extent that Bonds are subject to mandatory
     redemption in whole pursuant to Section 8.01(b) of the Indenture.

          (e)  The Company shall have the option to purchase the Project by
     providing for payment of the Bonds pursuant to Article XV of the Indenture.

          (f)  The Company shall be obligated to purchase, and the Issuer agrees
     to sell, the Project for ten dollars ($10.00) at the expiration of the
     Lease Term, following payment in full of the Bonds.

All prepaid rents shall be used for the redemption or purchase of Bonds in the
manner and to the extent provided in the Indenture. The options granted to the
Company pursuant to this Section shall be and remain prior and superior to the
Indenture and may be exercised whether or not there exists an Event of Default
hereunder, provided that the existence of such Event of Default will not result
in nonfulfillment of any condition to the exercise of any such option. Upon the
expiration of the Lease Term, or the sooner termination of the Lease Term, the
Issuer will, upon receipt of evidence provided by the Trustee satisfactory to it
that none of the Bonds remain outstanding under the Indenture, deliver to the
Company documents conveying to the Company good and marketable fee simple title
in and to the Project, as the Project then exists, subject to the following: (a)
those liens, security interests and encumbrances (if any) to

                                      -36-
<PAGE>
 
which said title in and to the Project was subject when conveyed to the Issuer,
(b) those liens, security interests and encumbrances created by the Company or
to the creation or suffering to which the Company consented, (c) those liens,
security interests and encumbrances resulting from the failure of the Company to
perform or observe any of its agreements contained herein, (d) Permitted
Encumbrances other than the Indenture, and (e) any right and title of any
condemning authority.

          Section 8.5  Rent Abatements If Bonds Paid Prior to Maturity.  If at
                       -----------------------------------------------
any time the moneys in the Bond Fund are sufficient to retire, in accordance
with the terms of the Indenture, all of the outstanding Bonds and to pay all
fees and charges of the Trustee due or to become due through the date on which
the last of the Bonds is to be retired, under circumstances not resulting in
termination of the Lease Term, and if the Company is not at the time otherwise
in default hereunder, the Company shall be entitled to use and occupy the
Project from the date on which such moneys are in the Bond Fund to and including
midnight on December 1, 2023, without the payment of rent during that interval
(but otherwise on the terms and conditions hereof).

          Section 8.6  References to Bonds Ineffective After Bonds Paid.  Upon
                       ------------------------------------------------ 
payment in full of the Bonds and all fees and charges of the Trustee, all
references herein to the Bonds and the Trustee shall be ineffective and neither
the Trustee nor the holders of any of the Bonds shall thereafter have any rights
hereunder saving and excepting those that shall have theretofore vested.
Reference is hereby made to Section 15.01 of the Indenture which sets forth the
conditions upon the existence or occurrence of which payment in full of the
Bonds shall be deemed to have been made.

          Section 8.7  Option to Extend.  The Company shall have, and is hereby
                       ---------------- 
granted, the option to extend the term of this Agreement for an additional term
ending on December 1, 2028; provided, however, that such option shall not be
exercisable at any time an Event of Default shall have occurred and be
continuing. If at the end of the Lease Term provided for in Section 5.1 hereof,
no Event of Default shall have occurred and be continuing, the Company shall be
deemed to have exercised such option to extend the term of this Agreement unless
it notifies the Board and the Trustee in writing to the contrary at least 30
days prior to the end of such Lease Term. For and during such additional term,
the Company will pay to the Board an annual rent of $100, payable in advance on
December 1, 2023 and on each December 1 thereafter (except December 1, 2028, on
which date such additional term shall end as aforesaid, but otherwise all

                                      -37-
<PAGE>
 
the terms and conditions of this Agreement shall apply during such additional
term; except that the provisions of Sections 7.1 and 7.2 shall not apply and
except further that the Company shall not be required to carry any insurance for
the benefit of the Trustee, but shall be required to carry insurance under
Section 6.13 for the benefit of the Board as its interest may appear. In the
event the Company exercises the option to extend the Lease Term granted in this
Section 8.7, it shall, at any time after commencement of such additional term,
have the right to terminate this Agreement upon giving to the Board notice in
writing not less than 10 days prior to the date of termination. At any time
during, or at the end of, the extended Lease Term provided for in this Section
8.7, the Company may purchase the Project for $100.

                                  ARTICLE IX

                        EVENTS OF DEFAULT AND REMEDIES
                        ------------------------------

          Section 9.1 Events of Default.  Each of the following shall be an
                      -----------------  
"Event of Default" under this Agreement:

          (a)  An "Event of Default" occurs and is continuing under the
     Indenture or under either of the Guarantee Agreements. 

          (b)  Failure by the Company to observe and perform any covenant,
     condition or agreement on its part to be observed or performed hereunder,
     for a period of ninety (90) days after written notice, specifying such
     failure and requesting that it be remedied, is given to the Company by the
     Issuer or the Trustee; provided, however, if the failure stated in the
     notice cannot be remedied within such period, it shall not constitute an
     "Event of Default" if corrective action is instituted by the Company within
     the applicable period and diligently pursued until the default is
     corrected.

          (c)  Either Mead or the Company shall (i) apply for or consent to the
     appointment of, or the taking of possession by, a receiver, custodian,
     trustee or liquidator of it or of all or a substantial part of its
     property; (ii) admit in writing its inability, or be generally unable, to
     pay its debts as such debts become due, (iii) make a general assignment for
     the benefit of its creditors, (iv) commence a voluntary case under the
     Federal Bankruptcy Code (as now or hereafter in effect), (v) file a
     petition seeking to take advantage of any other law relating to bankruptcy,
     insolvency, reorganization, winding-up, or composition or adjustment of
     debts, (vi) fail to controvert in a timely or appropriate manner, or
     acquiesce in writing to, any petition filed against it in an involuntary
     case under said Federal Bankruptcy Code, or (vii) take any action for the
     purpose of effecting any of the foregoing.

                                     -38-
<PAGE>
 
          (d) A proceeding or case shall be commenced, without the application
     or consent of either Mead or the Company, in any court of competent
     jurisdiction, seeking (i) the liquidation, reorganization, dissolution,
     winding-up, or composition or adjustment of debts, of either Mead or the
     Company, (ii) the appointment of a trustee, receiver, custodian, liquidator
     or the like of either Mead or the Company or of all or any substantial part
     of any of their assets, or (iii) similar relief in respect of the Company
     under any law relating to bankruptcy, insolvency, reorganization, winding-
     up, or composition or adjustment of debts, and such proceeding or case
     shall continue undismissed, or any order, judgment or decree approving or
     ordering any of the foregoing shall be entered and continue unstayed and
     in effect, for a period of sixty (60) days from commencement of such
     proceeding or case or the date of such order, judgment or decree, or an
     order the Company shall be entered in an involuntary case under said
     Federal Bankruptcy Code.

          (e) The dissolution or liquidation of the Company except as may be
     permitted by the terms of Section 6.5.

The foregoing provisions of Section 9.1(b) are subject to the limitation that,
if by reason of force majeure the Company is unable in whole or in part to carry
                -------------
out its agreements herein contained other than those set forth in Section 5.3
hereof, an Event of Default shall not be deemed to have occurred during the
continuance of such inability. The term "force majeure" as used herein shall
mean the following: acts of God; strikes; lockouts or other industrial
disturbances; acts of public enemies; orders of any kind of the government of
the United States or of the State of Alabama or any of their departments,
agencies or officials or of any civil or military authority; insurrections;
riots; epidemics; landslides; lightning; earthquakes; fire; hurricanes;
tornadoes; storms; floods; washouts; droughts; arrests; restraints of government
and people; civil disturbances; explosions; breakage or accident to machinery,
transmission lines, pipes or canals; partial or entire failure of utilities; or
any other cause or event not reasonably within the control of the Company. The
Company agrees, however, to remedy to the extent practicable with all reasonable
dispatch the effects of any force majeure preventing the Company from carrying
out its agreements; provided that the settlement of strikes, lockouts and other
industrial disturbances shall be entirely within the discretion of the Company,
and the Company shall not be required to make settlement of strikes, lockouts
and other industrial disturbances by acceding to the demands of the opposing
party or parties when such course is in the judgment of the Company unfavorable
to the Company.

                                      -39-
<PAGE>
 
          Section 9.2  Remedies on Default. Whenever any Event of Default shall
                       ------------------- 
have occurred and be continuing, the Issuer may, in addition to any other remedy
now or hereafter existing at law, in equity or by statute, take either or both
of the following remedial steps:

          (a)  By written notice to the Company, the Issuer may declare a11
     amounts payable hereunder to be immediately due and payable, whereupon
     the same shall become immediately due and payable;

          (b) The Issuer may take whatever action at law or in equity may appear
     necessary or desirable to collect the amounts referred to in (a) above then
     due and thereafter to become due, or to enforce performance and observance
     of any obligation, agreement or covenant of the Company under this
     Agreement.

Any amounts collected pursuant to action taken under this Section 9.2 shall be
paid into the Bond Fund and applied in accordance with the provisions of the
Indenture or, if the Bonds have been fully paid (or provision for payment
thereof has been made in accordance with the provisions of the Indenture) and
the fees and expenses of the Trustee and the Paying Agents and all other amounts
required to be paid under the Indenture shall have been paid, to the Company.

          Section 9.3  Agreement to Pay Attorneys' Fees and Expenses. In the
                       --------------------------------------------- 
event the Company should breach any of the provisions of this Agreement and the
Issuer or the Trustee should employ attorneys or incur other expenses for the
collection of amounts payable hereunder or the enforcement of performance or
observance of any obligation or agreement on the part of the Company herein
contained, the Company agrees that on demand therefor it will pay to the Issuer
or the Trustee (as the case may be) the reasonable fees of such attorneys and
such other reasonable expenses so incurred by the Issuer.

          Section 9.4  No Additional Waiver Implied by One Waiver. In the event
                       ------------------------------------------ 
any agreement contained in this Agreement should be breached by either party and
thereafter waived by the other party, such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach
hereunder.

          Section 9.5 Notice of Default. The Company shall notify the Trustee
                      -----------------  
and the Issuer of any Event of Default hereunder or under the Indenture or
either of the Guarantee Agreements promptly upon its acquiring knowledge
thereof.

                                     -40-
<PAGE>
 
                                   ARTICLE X

                                 MISCELLANEOUS
                                 -------------

          Section 10.1 Notices. All notices, certificates or communications
                       ------- 
hereunder shall be sufficiently given and shall be deemed given when delivered
or mailed by registered or certified mail, postage prepaid, addressed as
follows: if to the Issuer, c/o Smith & Smith, 1503 Broad Street, Phenix City,
Alabama 36867, Attention: Chairman; if to the Company, at Mead World
Headquarters, Courthouse Plaza Northeast, Dayton, Ohio 45463, Attention:
Treasurer; and if to the Trustee, at 5 Hanover Square, 14th Floor, New York,
New York, 10043, Attention: Corporate Trust Department. A duplicate copy of each
notice, certificate or other communication given hereunder by either the Issuer
or the Company to the other shall also be given to the Trustee. The Issuer, the
Company and the Trustee may, by notice given hereunder, designate any further or
different addresses to which subsequent notices, certificates or other
communications shall be sent.

          Section 10.2 Binding Effect. This Agreement shall inure to the benefit
                       -------------- 
of and shall be binding upon the Issuer, the Company and their respective
successors and assigns, subject, however, to the limitations contained in
Section 6.5 hereof.

          Section 10.3 Severability. In the event any provision of this
                       ------------ 
Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any
other provision hereof.

          Section 10.4 Amounts Remaining in the Bond Fund. Any amounts remaining
                       ---------------------------------- 
in the Bond Fund upon termination of this Agreement shall, to the extent
provided in the Indenture, belong to and be paid to the Company by the Trustee.

          Section 10.5 Amendments. This Agreement may not be terminated except
                       ---------- 
in accordance with the provisions hereof and may not be amended or supplemented
except by a written agreement in accordance with Article XIV of the Indenture
and signed by the parties hereto. In any event, prior notice of any proposed
amendment or supplement must be given to the Trustee.

          Section 10.6 Execution in Counterparts. This Agreement may be executed
                       ------------------------- 
in several counterparts, each of which shall be an original and all of which
shall constitute but one and same instrument.

                                     -41-
<PAGE>
 
          Section 10.7  Applicable Law. This Agreement shall be governed by and
                        --------------
construed in accordance with laws of the State, except that the rights,
limitations of rights, immunities, duties and obligations of the Trustee shall
be governed by and construed in accordance with the laws of the State of New
York.

          Section 10.8  Captions. The captions or headings in this Agreement are
                        --------
for convenience only and in no way define, limit or describe the scope or intent
of any provisions or sections of this Agreement.

          Section 10.9  Recordinq of Aqreement. This Agreement and every
                        ----------------------
assignment and modification hereof shall be recorded in the Office of the Judge
of Probate of Russell County, Alabama, or in such other office as may be at the
time provided by law as the proper place for such recordation.

          Section 10.10 Net Lease. This Agreement shall be deemed a "net lease,"
                        ---------
and the Company shall pay absolutely net during the Lease Term the rents
specified herein, without abatement, deduction or set-off other than those
herein expressly provided.

          IN WITNESS WHEREOF, the Issuer and the Company have caused this
Agreement to be executed in their respective corporate names and their
respective corporate seals to be hereunto affixed and attested by their duly
authorized officers, all as of the date first above written.

                                              THE INDUSTRIAL DEVELOPMENT
                                              BOARD OF THE CITY OF PHENIX
                                              CITY, ALABAMA
(Corporate Seal)
                                        

                                              By: /s/ Kenneth A. Roberts
                                                  ----------------------
                                                         Chairman


Attest:

/s/ Carlotta Waldrop
--------------------
Secretary

                                     -42-
<PAGE>
 
                                              MEAD COATED BOARD, INC.
(Corporate Seal)
                                        

                                              By: /s/ W. D. BLOEBAUM, JR.
                                                  -----------------------
                                                  Title: TREASURER


Attest:

/s/ JEFFREY L. HAYMAN
---------------------
Title: ASSISTANT SECRETARY


                                      -43-
<PAGE>
 
STATE OF ALABAMA    :
                    : ss.
COUNTY OF RUSSELL   :

          On this 20th day of December, 1988, before me appeared Kenneth
Roberts, to me personally known, who being by me duly sworn, did say that he is
Chairman of The Industrial Development Board of the City of Phenix City, Alabama
and that the seal affixed to the foregoing Lease Agreement is the sale of The
Industrial Development Board of the City of Phenix City, Alabama and that the
foregoing Lease Agreement was signed and sealed on behalf of The Industrial
Development Board of the City of Phenix City, Alabama, and the said Chairman
acknowledges the execution of the foregoing Lease Agreement as the free act and
deed of The Industrial Development Board of the City of Phenix City, Alabama.

          IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                    /s/ 
                                    --------------------------------
                                    Notary Public

[NOTARIAL SEAL]                     My Commission Expires: 2/25/92

                                     -44-
<PAGE>
 
STATE OF OHIO

COUNTY OF MONTGOMERY


          On this 22nd day of December, 1988, before me appeared W.D. Bloebaum,
Jr. to me personally known, who, being by me duly sworn, did say that he is
Treasurer of Mead Coated Board, Inc., a Delaware corporation, qualified to do
business in the State of Alabama, and that the seal affixed to the foregoing
Lease Agreement is the seal of Mead Coated Board, Inc., and that the foregoing
Lease Agreement was signed and sealed on behalf of Mead Coated Board, Inc. by
authority of its board of directors, and the said Treasurer acknowledges the
execution of the foregoing Lease Agreement as the free act and deed of Mead
Coated Board, Inc.

          IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

                                         /s/ Robert A. Selak
                                         ------------------------------
                                         Notary Public

[NOTARIAL SEAL]                          My Commission Expires:

                                         ROBERT A. SELAK, Attorney at Law
                                         Notary Public State of Ohio
                                         My Commission has no Expiration Date
                                         Section 147.03 O. R. C.

                                     -45-
<PAGE>
 
                                   EXHIBIT A

                                 PROJECT LAND


The Project Land includes the following property:


               WASTE WOOD CONVEYOR TO SCALPER (C-28506) AREA AND
               -------------------------------------------------
                          TRUCK DUMPER (C-28505) AREA
                          ---------------------------

          All that portion of land and structures lying 9' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00,
     E 234,500.00, of the West Zone of the State of Georgia Coordinate System;
     and lying in Section 28, T 14 N, R 30 E, County of Russell, State of
     Alabama; thence N 31(degrees) 59' 52" E, 291.25' to the point of beginning;
     thence S 0(degrees) 00' W, 231.00' to a point on the north side of a
     rectangular area (Truck Dumper) bounded by a N 792,366.0, N 792,326.5, and
     E 234,642.0, and E 234,765.5, said rectangular area being the point of
     ending; said land being 0.21 (plus or minus) acres;


                 NO. 1 BARK TRANSFER CONVEYOR (C-28503) AREA,
                 --------------------------------------------
                 NO. 2 BARK TRANSFER CONVEYOR (C-28504) AREA,
                 --------------------------------------------
                      BARK HOG STRUCTURE (C-28534) AREA 
                      ---------------------------------
                  AND REFUSE CONVEYOR SCALPER (C-28533) AREA
                  ------------------------------------------

          All that portion of land and structures lying 9' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00,
     E 234,500.00, of the West Zone of the State of Georgia Coordinate System;
     and lying in Section 28, T 14, N, R 30 E, County of Russell, State of
     Alabama; thence N 31(degrees) 59' 52" E, 291.25' to the point of beginning;
     thence S 8(degrees) 20' 17" W, 284.46' to the center of a rectangular area
     which is


                                     A-46

<PAGE>
 
     parallel to last said course 22' north to south by 15' east to west;
     thence S 81(degrees) 39' 40" E, 843.58' to a parallel rectangular area
     (Bark Hog Structure) 26.00' north to south (10.00' lying south of last
     said course) by 37.50'; thence continue along last said course 27.00';
     thence N 45(degrees) 07' 38" E, 350.71' to the point of ending; said land
     being 0.63 + acres;


                              NO. 2 TURBINE AREA
                              ------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19,
     E 233,250.02 of the West Zone of the State of Georgia Coordinate System;
     thence S 25(degrees) 19' 16" E, 663.98' to the point of beginning
     (N 792,550.0 E 233,534.0); thence S 0(degrees) 00' W, 50.00'; thence 
     N 90(degrees) 00' E, 121.00'; thence N 0(degrees) 00' W, 50.00'; thence
     N 90(degrees) 00' W, 121.00' to the point of beginning; said land being
     0.14 (plus or minus) acres;


                     SANITARY PACKAGE TREATMENT PLANT AREA
                     -------------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, 
     E 234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 48(degrees) 35' 13" W, 1186.73' to the point of beginning
     (N 791,565.0. E 233,610.0); thence S 0' 00" W, 12.00'; thence
     N 90(degrees) 00' W, 64.00'; thence N 0' 00" W, 12.00'; thence N 90' 00"
     E, 64.00' to the point of beginning; said land being 0.02 (plus or minus) 
     acres; and


                            NO. 3 BARK BOILER AREA
                            ----------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, 
     E 233,250.02 of the West Zone of the State of Georgia Coordinate System;
     thence S 29(degrees) 39' 25" E, 461.76' to the point of beginning
     (N 792,748.92, E 233,478.50); thence N 90(degrees) 00' E, 73.57'; thence
     S 0(degrees) 00' W,  34.50'; thence N 90(degrees)


                                     A-47

<PAGE>
 
     00' W, 11.82'; thence S 0(degrees) 00' W, 143.17'; thence N 90(degrees)
     00' W, 90.62'; thence N 0(degrees) 00" W, 83.08'; thence N 90(degrees)
     00" E, 28.87'; thence N 0(degrees) 00' W, 94.59' to the point of beginning;
     said land being 0.32 (plus or minus) acres;

     (collectively, the "Unimproved Land"); less, in each case, any structures
     constructed and leased pursuant to a Lease Agreement dated July 1, 1977,
     and recorded in Deed Book 550 at Pages 51-94 (as amended to date, the "1977
     Lease") under which Lessor leased to Georgia Kraft Company ("Georgia
     Kraft") a parcel of land in Russell County, Alabama as more particularly
     described in Exhibit A to the Lease (the "1977 Land"), together with
     certain items of equipment described in Exhibit B to the 1977 Lease
     (Georgia Kraft has assigned its interest in the 1977 Lease to Mead Coated
     Board, Inc.);

together with the following easements:

          (a)  An easement and right for pedestrian and vehicular traffic to use
     all present and future walks, railroads, roads, driveways and docks upon
     the Board Premises (the 1977 Land less and except the 1988 Land) in order
     to provide all necessary or convenient ingress or egress between the
     Unimproved Land and railroads, public roads and highways and the
     Chattahoochee River and to permit passage between the Unimproved Land and
     the Board Premises;

          (b)  An easement and right for the passage of pedestrians and vehicles
     and for the construction, erection, installation, operation, maintenance,
     renewal, replacement and use of material conveying systems, including
     without limitation pipelines, through any part of the Board Premises
     necessary or convenient in order to assure the passage of equipment, raw
     materials, items in the process of manufacture, and finished products from
     the Unimproved Land to the Board Premises, including without limitation
     such rights and easements as are necessary for the movement of personnel,
     vehicles and materials among and between the various parcels of land
     comprising the Board Premises in order to permit and facilitate the
     operation of the Project;

          (c)  An easement and right to erect, install, construct, maintain,
     renew, replace and use on, over and under any part of the Board Premises,
     such pipes, conduits, and wires as are necessary or convenient to insure
     access to and an adequate system for or supply of gas, oil, steam,
     compressed air, process and space heat, water, fire protection, sewage and
     industrial waste disposal, electricity, communications,


                                     A-48

<PAGE>
 
     instrumentation and control, and other similar facilities to the Unimproved
     Land and the Project including, without limitation, the right to make
     connections with machinery, equipment, pipes, conduits and wires,
     structures and other improvements and appurtenances thereto, on the Board
     Premises; and

          (d)  An easement and right to create and maintain upon the Board
     Premises encroachments of equipment, structures or other improvements which
     will be included on the Unimproved Land and within the Project as presently
     planned, and any similar replacements or substitutions of portions of the
     Project for as long as any such equipment, structures or other improvements
     remain standing, including without limitation the rights of lateral or
     party wall support, and to connect any such equipment, structure or other
     improvements to any structure or improvement on the Board Premises;

but subject to the following easements over the Unimproved Land in favor of the
Board Premises:

          (a)  An easement and right for pedestrian and vehicular traffic to use
     all present and future walks, railroads, roads, driveways and docks upon
     the Unimproved Land in order to provide all necessary or convenient ingress
     and egress among and between all portions of the Board Premises and between
     the Board Premises and the Unimproved Land, including without limitation
     portions on which additional improvements may be erected, and railroads,
     public works and highways and the Chattahoochee River and to permit passage
     among and between the various parcels of land comprising the Board
     Premises;

          (b)  An easement and right for the passage of pedestrians, vehicles,
     and for the construction, installation, operation, maintenance, renewal,
     replacement and use of material conveyance systems, including without
     limitation, pipelines, through any part of the Unimproved Land necessary or
     convenient in order to assure the passage of equipment, and finished
     products from one portion of the Board Premises to another or between the
     Board Premises and the Unimproved Land, including, without limitation such
     rights and easements as are necessary for the movement of personnel,
     vehicles and material among and between the various parcels of land
     comprising the Board Premises in order to permit and facilitate the
     operation of any facilities located on the Board Premises;

                                     A-49

<PAGE>
 
          (c)  An easement and right to erect, install, construct, maintain,
     renew, replace and use on, over and under any part of the Unimproved Land,
     such pipes, conduits, and wires and appurtenances as are necessary or
     convenient to assure access to and an adequate system for or supply of gas,
     oil, steam, compressed air, process and space heat, water, fire protection,
     sewage and industrial waste disposal, electricity, communications,
     instrumentation and control, and other similar facilities to the Board
     Premises, including without limitation, the right to make connections with
     machinery, equipment, pipes, conduits and wires, structures and other
     improvements and appurtenances thereto, on the Unimproved Land; and

          (d)  An easement and right to maintain any present equipment,
     structures or other improvements included within the facilities presently
     located on the Board Premises as encroachments upon the Unimproved Land as
     long as any such equipment, structures or other improvements remain
     standing, and to construct and maintain similar encroachments on the
     Unimproved Land in respect of any additional improvements constructed
     adjacent to the Unimproved Land, as long as any such additional
     improvements remain standing, including without limitation the rights of
     lateral or party wall support, and to connect such additional improvements
     to any structure or any improvements on the Unimproved Land.


                                     A-50

<PAGE>
 
                                  EXHIBIT "B"

                                      to

                            Lease Agreement between

                      THE INDUSTRIAL DEVELOPMENT BOARD OF
                       THE CITY OF PHENIX CITY, ALABAMA 
                                      and
                            MEAD COATED BOARD, INC.
                         dated as of December 1, 1988

                                PROJECT SUMMARY

     Mead Coated Board, Inc. (the "Company") presently operates a linerboard
mill (the "Mill") in Russell County, Alabama, near the City of Phenix City,
Alabama. In connection with an expansion of the Mill, the Company is undertaking
the acquisition, construction and installation of a wood refuse burning boiler
which will burn bark, sawdust, fines and other waste, including fuel wood chips,
derived from the cutting and processing of trees ("wood waste") to produce
steam for use in the manufacturing process at the Mill and certain other sewage
facilities and solid waste disposal facilities.

     The "Project" will consist of six major subsystems -- a wood waste
receiving, storing and handling system; a wood waste fired boiler (the "Boiler")
and auxiliary equipment, including facilities to control air pollution in
connection with the operation of the Boiler; modifications to two existing wood
waste boilers; an ash disposal system to dispose of bottom ash from the Boiler;
a system to dispose of sludge and other solid waste generated at the Mill; and a
sanitary sewage treatment system.

     The Boiler will dispose of wood waste material generated by the Company in
its operations and wood waste which the Company will obtain from sawmills and
other wood users in the area surrounding the Mill which generate the wood waste
in the course of processing wood products. The wood waste will be brought to the
Mill by the outside suppliers and unloaded by means of an hydraulic truck dumper
which is included as part of the Project. The truck dumper will discharge the
wood waste into a live bottom hopper from which it will be delivered onto a
transfer conveyor. The transfer conveyor discharges the wood waste to a rotary
disc screen for the removal of oversized particles. All oversized material
rejected by the rotary disc screen will pass through a bark hog for size
reduction and rejoin the wood waste which

                                     B-51
<PAGE>
 
passes through said screen on a storage conveyor which will discharge such
material into a wood waste storage area. An electromagnet will be installed
ahead of the bark shredder to remove tramp metal from the wood waste in order
to prevent damage to the bark hog.

     Wood waste will be reclaimed from the storage area and placed on a reclaim
conveyor which will discharge it onto a transfer conveyor. The transfer conveyor
will be equipped with an electromagnet to again remove tramp metal and prevent
damage to the boiler fuel feed system and will also be equipped with a
weightometer to measure fuel usage.

     From the transfer conveyor, the wood waste will be discharged onto an
existing reclaim conveyor to transfer the wood waste to the Boiler. The conveyor
will discharge the wood waste into a live bottom surge bin which will supply
fuel to the Boiler.

     The wood waste Boiler will consist of a two drum bent tube type boiler with
necessary boiler fittings and trim, steel supporting structure, tile and
refractory, insulated steel casing, accessories, tubular air heater, pneumatic
wood refuse fuel burners, variable speed fuel feeders, forced draft fan, induced
draft fan, ductwork, combustion controls with a flame safety system,
instrumentation, enclosure building, and the necessary foundations, electrical
systems and insulation.

     The Boiler will be specially designed and equipped to burn wood waste as
fuel. Special design features will include a stoker on which the wood waste will
be burned and by which the resulting ash will be discharged. In addition, the
Boiler will be designed to withstand the highly abrasive internal atmosphere
created by sand contained in wood waste.

     The wood waste will be injected into the Boiler by means of airswept fuel
feeders through the wall of the Boiler. A portion of the wood waste will be
burned in suspension and the remainder and some of the ashes from the combustion
will fall onto the grate at the bottom of the boiler furnace. The grate is
equipped with a large number of small holes through which preheated air is
forced to aid combustion. Energy released through the combustion of the wood
waste will be used to generate steam for process use. Boiler exhaust gases are
used to preheat combustion air for improved fuel efficiency.

     Electrical power generation (turbine generator) and distribution for the
solid waste disposal facilities is included in the Project.

                                     B-52
<PAGE>
 
     In order to meet air pollution control requirements, the Boiler will be
equipped with a multiple cyclone mechanical separator for removal of relatively
large particles entrained in the exhaust gases and an adjustable throat wet
venturi scrubber whereby water is injected into the boiler exhaust gas train to
wash entrained particulates from the gases.

     Certain modifications will be made to two existing wood waste boilers,
including an upgrade of the existing boiler feedwater treatment system and an
upgrade of the distributed control system for the existing wood waste boilers.

     Bottom ashes from the combustion process in the Boiler will accumulate on
the grate and will be discharged into an ash hopper for disposal by means of an
ash handling system. This system is a sluice system in which the ash will be
mixed with water and pumped to three ash ponds.

     The sludge disposal system will dispose of sludge created in the treatment
of Mill effluent. The sludge from the primary effluent treatment system will
be pumped to a sludge mix tank before passing through a macerator to break up
oversized solid pieces. This primary sludge will then be combined with sludge
from the secondary effluent treatment system and pumped to two rotary thickeners
and two sludge presses to remove water. Chemicals will be added to the sludge
prior to the thickeners to aid in dewatering. After this treatment, the sludge
is then transported in specially-designed trucks to an existing landfill for
final disposal.

     Sanitary waste will be collected and processed in a sanitary waste
treatment plant before discharge into the effluent treatment system.

                                     B-53
<PAGE>
 
     The estimated costs of the construction of the Project are as follows:

<TABLE>
<S>                                                     <C>
Wood waste handling system                              $ 3,621,270
     Bark conveyors
     Fines pneumatic conveyor system
     Truck dumper and conveyor
     Hog and screen system
     Wood waste reclaimers
  Reclaimed wood waste conveyors                          1,133,753

New wood waste boiler
  Boiler feedwater treatment system                       1,322,546*
  Boiler feedwater pumping system                           637,493*
  Removal and demolitional of
    existing facilities                                      79,532
  Distributed control system                                712,000*
  Boiler, including auxiliary equipment                  21,220,250  
  Turbine generator                                         598,200*
  Power distribution system                                 178,932*

Modifications to existing wood waste boilers
  Upgrade boiler feedwater treatment system                 182,150*
  Upgrade existing wood waste boilers'
    distributed control system                            1,424,000

Ash handling system                                         200,000

Sludge disposal system (including sludge trucks)          2,969,417

Sanitary treatment system                                   427,524

Miscellaneous

  Vendor representatives assisting in
    installation                                             10,000
  Indirect costs relating to turnkey contracts            3,652,123
  Indirect costs relating to conventional contracts       2,197,687
  Interest during construction
    (net of anticipated investment earnings
    of $1,400,000)                                        1,600,000
                                                        -----------
TOTAL QUALIFYING COSTS                                  $42,166,877

Non-qualifying costs
  Gas supply system and gas burners for
    new wood waste boiler                               $   520,005
  New boiler feedwater treatment system                   1,013,118
                                                        -----------
TOTAL COSTS                                             $43,700,000
</TABLE>
 
* Allocated between qualifying and non-qualifying functions based on use.

                                     B-54
<PAGE>
 
                                  EXHIBIT "C"
                         REQUISITION AND CERTIFICATION

                       Request No._____ Date: __________

TO:       Citibank, N. A., as Trustee
          5 Hanover Square, 14th Floor
          New York, New York 10043

          Attention: Corporate Trust Department


          The undersigned Authorized Company Representative designated pursuant
to the terms of a Lease Agreement, dated as of December 1, 1988 (the
"Agreement"), between and among The Industrial Development Board of the City of
Phenix City, Alabama, a public corporation created and existing under the laws
of the State of Alabama (the "Issuer"), and Mead Coated Board, Inc., a Delaware
corporation (the "Company"), hereby requests that there be paid from the
"Project Fund" (herein below described) the sum of $__________ and in that
connection, DOES HEREBY CERTIFY, as follows:

          1. The requested payment has been properly incurred and is a proper
     charge against The Industrial Development Board of the City of Phenix City,
     Alabama Project Fund -- Mead Coated Board Project, 1988 and has not been
     the basis of any previous withdrawal from said Project Fund.

          2. Payment should be made to:

             Name:

             Address or Wire Instructions:

          3. The purpose and circumstances of such obligation are as follows:

                                      C-1
<PAGE>
 
          4.   Payment of such obligation will not result in less than 97% of
     the total proceeds of the sale of the "Bonds" (defined in the Agreement)
     (excluding amounts applied to pay costs of issuance of the Bonds) deposited
     with the Project Fund expended as of the date hereof having been used to
     pay "Exempt Costs" (as defined in the Agreement).

          This______  day of _________, 19__.

                                           MEAD COATED BOARD, INC.
 
                                           By:
                                              ---------------------------------
                                              Authorized Company Representative

                                      C-2
<PAGE>
 
                                LEASE AGREEMENT

                                    between

                      THE INDUSTRIAL DEVELOPMENT BOARD OF
                       THE CITY OF PHENIX CITY, ALABAMA

                                      and

                            MEAD COATED BOARD, INC.

                         Dated as of December 1, 1988

This Lease Agreement and all right, title and interest of The Industrial
Development Board of the City of Phenix City, Alabama in any rental payments and
other receipts and revenues derived under this Lease Agreement have been
assigned to AmSouth Bank N.A., as Trustee under the Trust Indenture, dated as of
even date herewith, from The Industrial Development Board of the City of Phenix
City, Alabama, which secures $85,000,000 in aggregate principal amount of The
Industrial Development Board of the City of Phenix City, Alabama Industrial
Development Revenue Bonds (Mead Coated Board Project), Series 1988A.

                                This instrument prepared by:

                                Smith & Schnacke
                                A Legal Professional Association
                                2900 DuBois Tower
                                511 Walnut Street
                                Cincinnati, Ohio 45202


<PAGE>
 
                                LEASE AGREEMENT
                                ---------------

                               TABLE OF CONTENTS
                               -----------------

                (The Table of Contents for this Lease Agreement is for
                convenience of reference only and is not intended to define,
                limit or describe the scope or intent of any provisions of this
                Lease Agreement.)
<TABLE>
<CAPTION>
                                                                        Page
                                                                        ----
<S>           <C>                                                       <C>
PARTIES

ARTICLE I      DEFINITIONS AND RULES OF CONSTRUCTION..................   1

  Section 1.1  Definitions............................................   1
  Section 1.2  Rules of Construction..................................   5

ARTICLE II     REPRESENTATIONS AND WARRANTIES.........................   6

  Section 2.1  Representations and Warranties
               by the Board...........................................   6
  Section 2.2  Representations and Warranties
               by the Company.........................................   8

ARTICLE III    LEASING CLAUSES AND TITLE..............................   10

  Section 3.1  Lease of the Project...................................   10
  Section 3.2  Warranty of Title......................................   10
  Section 3.3  Quiet Enjoyment........................................   10

ARTICLE IV     COMPLETION OF THE PROJECT FACILITIES;
               ISSUANCE OF THE BONDS..................................   11

  Section 4.1  Agreement to Acquire, Construct and
               Install the Project Facilities.........................   11
  Section 4.2  Agreement to Issue Bonds; Application
               of Bond Proceeds.......................................   12
  Section 4.3  Company Required to Pay Notes
               If Project Fund Insufficient...........................   12
  Section 4.4  Board to Pursue Remedies
               Against Suppliers, Contractors
               and Subcontractors and Their
               Sureties...............................................   12
  Section 4.5  Issuance of Additional Bonds...........................   13
</TABLE>

                                      -i-
<PAGE>
 
<TABLE> 

<S>           <C>                                                           <C>
ARTICLE V      EFFECTIVE DATE OF THIS AGREEMENT;
               DURATION OF LEASE TERM; RENTAL
               PROVISIONS................................................... 13

  Section 5.1  Effective Date of This Agreement;
               Duration of Lease Term....................................... 13
  Section 5.2  Delivery and Acceptance of
               Possession................................................... 13
  Section 5.3  Rents and Other Amounts Payable.............................. 14
  Section 5.4  Place of Rental Payments..................................... 15
  Section 5.5  Obligations of Company Hereunder
               Absolute and Unconditional................................... 15
  Section 5.6  Company's Performance Under
               Indenture.................................................... 16

ARTICLE VI     MAINTENANCE, MODIFICATION, TAXES
               AND INSURANCE................................................ 16

  Section 6.1  Maintenance and Modification of
               Project Facilities by Company................................ 16
  Section 6.2  Removal of Portions of Project............................... 17
  Section 6.3  Taxes, Other Governmental Charges
               and Utility Charges.......................................... 18
  Section 6.4  Insurance Required........................................... 19
  Section 6.5  Application of Net Proceeds of Insurance..................... 20
  Section 6.6  Additional Provisions Respecting
               Insurance.................................................... 20
  Section 6.7  Other Board Expenses......................................... 20
  Section 6.8  Advances by Board or Trustee................................. 20
  Section 6.9  Indemnification of Board and Trustee......................... 20
  Section 6.10 Investment Credit............................................ 21

ARTICLE VII    DAMAGE, DESTRUCTION AND CONDEMNATION......................... 22

  Section 7.1  Damage and Destruction....................................... 22
  Section 7.2  Condemnation................................................. 22
  Section 7.3  Condemnation of Company-Owned Property....................... 23
  Section 7.4  Further Assurances and Corrective Instruments................ 23

ARTICLE VIII   SPECIAL AGREEMENTS........................................... 23

  Section 8.1  No warranty of Condition or Suitability by the Board......... 23
  Section 8.2  Inspection of the Project.................................... 24
</TABLE> 

                                     -ii-
<PAGE>
 

<TABLE>
<CAPTION>
<S>                                                                         <C>
  Section 8.3    Company to Maintain Its Corporate Existence; Exceptions 
                 Permitted.................................................   24
  Section 8.4    Qualification in the State................................   24
  Section 8.5    Granting of Easements.....................................   25
  Section 8.6    Release of Certain Land...................................   25

ARTICLE IX       ASSIGNMENT, SUBLEASING, PLEDGING AND SELLING; REDEMPTION; 
                 RENT PREPAYMENT AND ABATEMENT.............................   27

  Section 9.1    Assignment and Subleasing ................................   27
  Section 9.2    Pledge Under Indenture....................................   27
  Section 9.3    Restrictions on Sale of Project by Board..................   27
  Section 9.4    Redemption of Bonds.......................................   28
  Section 9.5    Prepayment of Rents.......................................   28
  Section 9.6    Rent Abatements if Bonds Paid Prior to Maturity...........   28
  Section 9.7    Reference to Bonds Ineffective After Bonds Paid...........   29

ARTICLE X        EVENTS OF DEFAULT AND REMEDIES............................   29

  Section 10.1   Events of Default Defined.................................   29
  Section 10.2   Remedies..................................................   30
  Section 10.3   No Remedy Exclusive.......................................   31
  Section 10.4   Agreement to Pay Attorneys' Fees and Expenses.............   31
  Section 10.5   No Additional Waiver Implied by One Waiver................   32
  Section 10.6   Waiver of Appraisement, Valuation, etc....................   32
  Section 10.7   Waiver of Events of Default...............................   32

ARTICLE XI       OPTIONS IN FAVOR OF COMPANY; OBLIGATION TO PURCHASE
                 PROJECT...................................................   32

  Section 11.1   General Option to Prepay Rent and Purchase Project........   32
  Section 11.2   Conveyance on Purchase....................................   33
  Section 11.3   Relative Positions of Options and Indenture...............   33

ARTICLE XII      MISCELLANEOUS.............................................   34

  Section 12.1   Notices...................................................   34
  Section 12.2   Binding Effect............................................   34
</TABLE>

                                     -iii-
<PAGE>
 

<TABLE>
<CAPTION>
<S>                                                                        <C>
  Section 12.3   Severability............................................  35
  Section 12.4   Amounts Remaining in Bond Fund..........................  35
  Section 12.5   Amendments, Changes and Modifications...................  35
  Section 12.6   Execution Counterparts..................................  35
  Section 12.7   Captions................................................  35
  Section 12.8   Recording of Agreement..................................  35
  Section 12.9   Law Governing Construction of Agreement.................  35
  Section 12.10  Net Lease...............................................  35

SIGNATURES AND SEALS.....................................................  36

ACKNOWLEDGMENTS..........................................................  37,38

EXHIBIT "A" - DESCRIPTION OF PROJECT LAND................................  39
EXHIBIT "B" - PROJECT SUMMARY............................................  47
</TABLE>

                                     -iv-
<PAGE>
 
                                LEASE AGREEMENT
                                ---------------

          THIS LEASE AGREEMENT, made and entered into as of December 1, 1988, by
and between THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PHENIX CITY, ALABAMA
(the "Board"), a public corporation organized and existing under the laws of the
State of Alabama, as lessor, and MEAD COATED BOARD, INC. (the "Company"), a
corporation organized and existing under the laws of the State of Delaware and
qualified to do business in the State of Alabama, as lessee;

                                  WITNESSETH:
                                  ---------- 

          In consideration of the respective representations and agreements
hereinafter contained, the Board and the Company agree as follows (provided,
that in the performance of the agreements of the Board herein contained, any
obligation it may thereby incur for the payment of money shall not be a general
debt on its part but shall be payable solely out of the rents, payments and
revenues derived from this Lease Agreement, the sale of the "Bonds" as
hereinafter defined, the insurance and condemnation awards herein described and
any other revenues arising out of or in connection with its ownership of the
"Project" as hereinafter defined):

                                   ARTICLE I
                                   ---------

                     DEFINITIONS AND RULES OF CONSTRUCTION
                     -------------------------------------

          Section 1.1. Definitions. In addition to the words and terms elsewhere
          ------------------------
defined herein, the following words and terms as used herein shall have the
following meanings unless the context or use clearly indicates another or
different meaning or intent, and any other words and terms defined in the
Indenture shall have the same meanings when used herein as assigned them in the
Indenture unless the context or use clearly indicates another or different
meaning or intent:

          "Act" means the statutes codified as Code of Alabama 1975, Title 11,
Chapter 54, Article 4, as amended and supplemented and at the time in force and
effect;

          "Additional Bonds" means the bonds of any series, other than the
Bonds, authorized under the Indenture and authenticated and delivered in
accordance with Section 401 of the Indenture.

          "Agreement" means this Lease Agreement as it now exists and as it may
hereafter be amended pursuant to Section 12.5 of this Lease Agreement and
Article XV of the Indenture;

<PAGE>
 
          "Authorized Board Representative" means the person at the time
designated to act on behalf of the Board by written certificate furnished to the
Company and the Trustee containing the specimen signature of such person and
signed on behalf of the Board by its Chairman or Vice Chairman. Such certificate
may designate an alternate or alternates;

          "Authorized Company Representative" means the person at the time
designated to act on behalf of the Company by written certificate furnished to
the Board and the Trustee containing the specimen signature of such person and
signed on behalf of the Company by the President or any Vice President of the
Company. Such certificate may designate an alternate or alternates;

          "Board" means The Industrial Development Board of the City of Phenix
City, Alabama, a public corporation of the State, and its successors and
assigns;

          "Bond Fund" means the Bond principal and interest payment fund created
pursuant to Section 702 of the Indenture and within which have been established
a general account and a special account. Any reference herein to the "Bond Fund"
without further limitation or explanation shall be deemed to be a reference to
the general account in the Bond Fund;

          The term "bondholder" or "holder of the Bonds" means the registered
owner of any Bond;

          "Bonds" means the $85,000,000 in aggregate principal amount of The
Industrial Development Board of the City of Phenix City, Alabama Industrial
Development Revenue Bonds (Mead Coated Board Project), Series 1988A, issued
pursuant to the Indenture;

          "City" means the City of Phenix City, Alabama, a municipal corporation
of the State;

          "Code" means the Internal Revenue Code of 1986, as amended, and the
applicable Regulations thereunder;

          "Company" means the corporation designated as such in the first
paragraph hereof and its successors and assigns, including any surviving,
resulting or transferee corporation as provided in Section 8.3;

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

                                      -2-

<PAGE>
 
          "Event of Default" means one of the events so denominated and
described in Section 10.1;

          "Government Obligations" means (a) direct obligations of the United
States of America, (b) obligations unconditionally guaranteed by the United
States of America and (c) securities or receipts evidencing ownership interests
in obligations or specified portions (such as principal or interest) of
obligations described in (a) or (b).

          "Indenture" means the Trust Indenture, of even date herewith, between
the Board and the Trustee, including any indenture supplemental thereto;

          "Lease Term" means the duration of the leasehold interest created
hereby as specified in Section 5.1;

          "Net Proceeds", when used with respect to any insurance or
condemnation award, means the gross proceeds from the insurance or condemnation
award with respect to which that term is used remaining after payment of all
expenses (including attorneys' fees and any Extraordinary Expenses of the
Trustee as defined in the Indenture) incurred in the collection of such gross
proceeds;

          "Notes" means those unpaid and outstanding industrial development
notes issued by the Board, pursuant to resolutions of the Board to finance the
costs of the Project;

          The term "payment in full of the Bonds" specifically encompasses the
situations described in Article X of the Indenture;

          "Permitted Encumbrances" means, as of any particular time,

          (a)  liens for ad valorem taxes, special assessments or other
     governmental charges not then delinquent or permitted to exist as provided
     in Section 6.3;

          (b)  this Agreement and the security interests created herein; 

          (c)  such utility, access or other easements and rights-of-way,
     restrictions, reservations, reversions and exceptions as the Authorized
     Company Representative certifies will not materially interfere with or
     impair the operation of the Project (or, if it is not being

                                      -3-
<PAGE>
 
     operated, the operations for which it was designed or last modified);

          (d)  unfiled and inchoate mechanics' and materialmen's liens for
     construction work in progress;

          (e)  mechanics', materialmen's, suppliers' and vendors' liens or other
     similar liens not then payable, and those permitted to exist as provided in
     Section 6.1;

          (f)  such minor defects, irregularities, encumbrances, easements,
     rights-of-ways and clouds on title as the Authorized Company Representative
     certifies do not, in the aggregate, materially impair the property affected
     thereby for the purpose for which it was acquired or is held by the Board
     or the Company;

          (g)  that certain Lease Agreement dated as of July 1, 1977 between the
     Board and Georgia Kraft Company, as amended in an Agreement of Assignment
     of Lease dated as of January 4, 1988 among the Board, Georgia Kraft Company
     and the Company;

          (h)  that certain Mortgage and Indenture of Trust dated as of July 1,
     1977 between the Board and The First National Bank of Chicago, as trustee,
     as the same may be amended and supplemented from time to time;

          (i)  that certain Lease Agreement dated as of July 1, 1980 between
     Georgia Kraft Company and the Board, as amended in an Assignment,
     Assumption and Amendatory Lease Agreement dated as of January 4, 1988 among
     the Board, Georgia Kraft Company and the Company;

          (j)  that certain Lease Agreement dated as of November 1, 1983 between
     Georgia Kraft Company and the Board, as amended in an Assignment,
     Assumption and Amendatory Lease Agreement dated as of January 4, 1988 among
     the Board, Georgia Kraft Company and the Company;

          (k)  that certain Lease Agreement dated as of December 1, 1983 between
     Georgia Kraft Company and the Board, as amended in an Assignment,
     Assumption and Amendatory Lease Agreement dated as of January 4, 1988 among
     the Board, Georgia Kraft and the Company; and

          (l)  that certain Lease Agreement dated as of December 1, 1988 between
     the Company and the Board

                                      -4-
<PAGE>
 
     executed in connection with certain Environmental Improvement Revenue Bonds
     of the Board, Series 1988;

          The term "person" means natural persons, firms, associations,
     corporations and public bodies;

          "Project" means the Project Land and the Project Facilities, as they
     may at any time exist;

          "Project Facilities" means the facilities acquired, constructed and
     installed with proceeds from the sale of the Notes, to the extent such
     Notes are refunded from the proceeds of the sale of the Bonds, as they may
     at any time exist. The Project Facilities are more fully described in the
     Project Summary;

          "Project Fund" means the fund created pursuant to Section 601 of the
     Indenture;

          "Project Land" means the real property described in Exhibit "A"
     attached hereto and by this reference made a part hereof, less such real
     property as may be released from this Agreement pursuant to Section 8.6 or
     taken by the exercise of the power of eminent domain as provided in Section
     7.2;

          "Project Summary" means the Project Summary prepared by the Company,
entitled "PROJECT SUMMARY - INDUSTRIAL FACILITIES - MEAD COATED BOARD, INC.
COATED LINERBOARD MILL", a copy of which is attached hereto as "Exhibit "B" and
by this reference made a part hereof, including any amendments thereto made
pursuant to the terms thereof;

          The term "security interest" or "security interests" shall refer to
the security interests created herein and in the Indenture and shall have the
meaning set forth in the Uniform Commercial Code of the State;

          "State" means the State of Alabama;

          "Trustee" means AmSouth Bank N.A., or any co-trustee or any successor
trustee under the Indenture.

          Section 1.2. Rules of Construction. Unless the context clearly
                       ---------------------
indicates to the contrary:

          (a)  "Herein", "hereby", "hereunder", "hereof", "hereinbefore",
     "hereinafter" and other equivalent words

                                      -5-
<PAGE>
 
     refer to this Agreement and not solely to the particular Article, Section
     or subdivision hereof in which such word is used.

          (b)  Words importing the singular number shall include the plural
     number and vice versa, and any pronoun used herein shall be deemed to cover
     all genders.

          (c)  All references herein to particular Articles or Sections are
     references to Articles or Sections of this Agreement.

                                  ARTICLE II
                                 ------------

                        REPRESENTATIONS AND WARRANTIES
                       --------------------------------

          Section 2.1.  Representations and Warranties by the Board. The Board
                        --------------------------------------------
makes the following representations and warranties as the basis for the 
undertakings on its part herein contained:

          (a)  Orqanization and Authority. The Board is a public corporation
               ---------------------------

     duly organized and validly existing under the provisions of the Act by
     authority of a resolution adopted by the Board of Commissioners of the City
     on June 14, 1960 and a Certificate of Incorporation duly filed for record
     on October 17, 1960, in the office of the Judge of Probate of Russell
     County, Alabama, which Certificate of Incorporation has not been amended or
     been revoked and is of full force and effect. The Board has all requisite
     power and authority under the Act (1) to issue the Bonds, (2) to use the
     proceeds thereof to refund the Notes issued to pay the cost to acquire,
     construct and install the Project Facilities, (3) to own, lease, encumber
     and dispose of the Project, and (4) to enter into, and perform its
     obligations under, the Indenture and this Agreement. This Agreement and the
     Indenture have been duly authorized, executed and delivered by the Board
     and are legal, valid and binding agreements enforceable against the Board
     in accordance with their respective terms.

          (b)  Pendinq Litigation. There are no actions, suits, proceedings,
               -------------------
     inquiries or investigations pending, or to the knowledge of the Board
     threatened, against or affecting the Board in any court or before any
     governmental authority or arbitration board or tribunal,

                                      -6-

<PAGE>
 
     which adversely affect the validity or enforceability of the Bonds, the
     Indenture, this Agreement, or any agreement or instrument to which the
     Board is a party and which is used or contemplated for use in the
     consummation of the transactions contemplated hereby or thereby.

          (c)  Issue, Sale and Other Transactions Are legal and Authorized. The
               ------------------------------------------------------------
     issue and sale of the Bonds and the execution and delivery by the Board of
     the Indenture and this Agreement and the compliance by the Board with all
     of the provisions of each thereof and of the Bonds (i) are within the
     purposes, powers and authority of the Board, (ii) to the best of the
     knowledge of the Board, have been done in full compliance with the
     provisions of the Act, are legal and will not conflict with or constitute
     on the part of the Board a violation of or a breach of or default under, or
     result in the creation of any lien or encumbrance (other than Permitted
     Encumbrances) upon any property of the Board under the provisions of, its
     certificate of incorporation or Bylaws, or any indenture, mortgage, deed of
     trust, note agreement or other agreement or instrument to which the Board
     is a party or by which the Board is bound, or any license, judgment,
     decree, law, statute, order, rule or regulation of any court or
     governmental agency or body having jurisdiction over the Board or any of
     its activities or properties, and (iii) have been duly authorized by all
     necessary corporate action on the part of the Board.

          (d)  Governmental Consents. Neither the nature of the Board nor any of
               ----------------------
     its activities or properties, nor any relationship between the Board and
     any other person, nor any circumstance in connection with the offer, issue,
     sale or delivery of any of the Bonds is such as to require the consent,
     approval or authorization of, or the filing, registration or qualification
     with, any governmental authority on the part of the Board in connection
     with the execution, delivery and performance of the Indenture and this
     Agreement, or the offer, issue, sale or delivery of the Bonds, other than
     (i) the filing with the Alabama Securities Commission of the notification
     of the Board's intention to issue the Bonds required by Act No. 586 enacted
     at the 1978 Regular Session of the Legislature of the State and the
     issuance by the Director of the Alabama Securities Commission of such
     Certificate of Notification as may be required by said Act, and (ii) the
     due filing and recording of this

                                      -7-

<PAGE>
 
     Agreement, the Indenture and the financing statements covering the security
     interests created hereunder and under the Indenture. The Board has filed
     the notification referred to in (i) of the preceding sentence and the
     Director of the Alabama Securities Commission has issued a Certificate of
     Notification applicable to the Bonds, which Certificate of notification
     has not been revoked or rescinded and is in full force and effect.

          (e)  No Defaults. The Board is not in default under the Act or under
               ------------
     its Certificate of Incorporation or Bylaws or any other agreement or
     instrument to which it is a party or by which is bound.

          (f)  No Prior Pledge. Neither the Project, this Agreement nor any of
               ----------------
     the payments to be received by the Board under this Agreement have been
     mortgaged, pledged or hypothecated in any manner or for any purpose other
     than as provided in the Indenture as security of the payment of the Bonds.

          (g)  Nature and Location of Project. The Project will constitute a
               -------------------------------
     "project" within the meaning of the Act, and the acquisition, construction
     and installation of the Project Facilities is in furtherance of the public
     purpose of the Act. The Project will be located within 25 miles of the
     corporate limits of the City, and no part thereof is located within the
     corporate limits or the police jurisdiction of any other incorporated
     municipality or any county of any state other than Russell County,
     Alabama.

          (h)  Official Action. By resolution duly adopted on November 3, 1987,
               ----------------
     the Board took official action providing for the acquisition, construction
     and installation of the Project Facilities and the financing of the Project
     Facilities through the issuance of the Bonds.

          Section 2.2. Representations and Warranties by the Company. The
                       ----------------------------------------------
Company makes the following representations and warranties as the basis for the
undertakings on its part herein contained:

          (a)  The Company (i) is a corporation duly organized, validly existing
     and in good standing under the laws of the State of Delaware, (ii) has all
     requisite corporate

                                      -8-

<PAGE>
 
     power and authority to carry on its business as now being conducted and as
     presently proposed to be conducted, and (ii) has duly qualified and is
     authorized to do business and is in good standing as a foreign corporation
     in the State.

          (b)  The Company has the corporate power and has been duly authorized
     to enter into this Agreement and to perform all of its obligations
     hereunder and thereunder.

          (c)  The willingness of the Board to issue the Bonds for purposes of
     financing costs of acquiring, constructing, and installing the Project, and
     to lease the Project to the Company, has induced the Company to locate the
     Project within the State of Alabama and, more particularly, within 25 miles
     of the City.

          (d)  The Project will create or preserve jobs and employment
     opportunities within the boundaries of the State of Alabama, thereby
     improving the economic welfare of the State of Alabama and the City.

          (e)  The acquisition, construction, and installation of the Project
     was not commenced, and no item which constitutes a part of the Project was
     ordered, prior to November 3, 1987.

          (f)  The Company is not subject to any contractual or other limitation
     or provision of any nature whatsoever which in any material way limits,
     restricts or prevents the Company from entering into this Agreement, or
     performing any of its obligations hereunder; and the execution and delivery
     of this Agreement, the consummation of the transactions contemplated
     hereby, and the fulfillment of or compliance with the terms and conditions
     of this Agreement will not conflict with or result in a breach of the
     terms, conditions or provisions of any restriction, agreement or instrument
     to which the Company is a party or by which it is bound, or constitute a
     default under any of the foregoing.

          (g)  The acquisition, construction, and installation of the Project
     will comply in all material respects with all applicable zoning, planning,
     building, environmental and other regulations of the governmental
     authorities having jurisdiction of the Project, and all necessary permits,
     licenses, consents and permissions necessary for the Project have been or
     will be obtained.

                                      -9-
<PAGE>
 
          (h)  The acquisition, construction, and installation of the Project as
     well as its intended use and operation are in complete conformance with the
     purposes and provisions of the Act.

          (i)  No event has occurred and no condition exists that would
     constitute an "Event of Default" under this Agreement which, with the lapse
     of time or with the giving of notice or both, would become an "Event of
     Default" under this Agreement.

          (j)  To the best of its knowledge and belief, the Company is not in
     violation of any laws, ordinances, governmental rules or regulations to
     which it is subject and has not failed to obtain any licenses, permits,
     franchises or other governmental authorizations necessary to the ownership
     of its properties or to the conduct of its business, which violation or
     failure to obtain would reasonably be expected to materially and adversely
     affect the ability of the Company to perform its obligations under this
     Agreement.

                                  ARTICLE III
                                  -----------

                           LEASING CLAUSES AND TITLE
                           ------------------------- 

          Section 3.1. Lease of the Project. The Board hereby leases to the
                       ---------------------
Company, and the Company hereby leases from the Board, the Project at the rent
set forth in Section 5.3 and in accordance with the provisions hereof.

          Section 3.2. Warranty of Title. The Board for itself, its successors
                       ------------------
and assigns, warrants to the Company, its successors and assigns, that it has
good and marketable fee simple title in and to the Project Land free from all
encumbrances except Permitted Encumbrances. Upon the execution and delivery of
this Agreement, the Board agrees that it will furnish to the Company an opinion
of the Board's counsel stating that the Board holds such title in and to the
Project Land.

          Section 3.3. Quiet Enjoyment. The Board warrants and covenants that it
                       ----------------
will defend the Company in the quiet enjoyment and peaceable possession of the
Project, and all appurtenances thereto belonging, free from all claims of all
persons whomsoever, throughout the Lease Term, so long as the Company shall
perform the covenants, conditions and agreements to be performed by it
hereunder, or so long as the period for remedying any default in such
performance shall not have expired.

                                     -10-

<PAGE>
 
                                  ARTICLE IV
                                  ----------

                     COMPLETION OF THE PROJECT FACILTIES;
                     ------------------------------------
                             ISSUANCE OF THE BONDS
                             ---------------------

          Section 4.1. Aqreement to Acquire, Construct and Install the Project
                       -------------------------------------------------------
Facilities. The Board agrees that it will cause the Project Facilities to be
-----------
acquired, constructed and installed on the Project Land, wholly within the
boundary lines thereof. The acquisition, construction and installation of the
Project Facilities will be in accordance with the Project Summary, a copy of
which is on file with the Board and the Trustee.

          The Board agrees that it will enter into, or accept the assignment of,
such contracts as the Company may request in order to effectuate the purposes of
this Section but that it will not execute any other contract or give any order
for construction or for the acquisition and installation of any equipment
relating to the Project Facilities, unless and until the Authorized Company
Representative shall have approved the same in writing.

          The Board hereby makes, constitutes and appoints the Company, The Mead
Corporation and Rust International Corporation as its true, lawful and agents
for the acquisition, construction and installation of the Project Facilities,
and the Company, The Mead Corporation and Rust International Corporation have
accepted such agency to act and do all things on behalf of the Board, to perform
all acts and agreements of the Board hereinbefore provided in this Section, and
to bring any actions or proceedings against any person which the Board might
bring with respect thereto as the Company, The Mead Corporation and Rust
International Corporation shall deem proper. The Board hereby ratifies and
confirms all actions of, and assumes and adopts all contracts entered into by,
the Company, The Mead Corporation and Rust International Corporation with
respect to the Project Facilities prior to the date hereof. This appointment of
the Company, The Mead Corporation and Rust International Corporation to act as
agents and all authority hereby conferred or granted is conferred and granted
irrevocably until all activities in connection with the acquisition,
construction and installation of the Project Facilities shall have been
completed, and shall not be terminated prior thereto by act of the Board or of
the Company, The Mead Corporation and Rust International Corporation. So long as
the Company is not in default hereunder, upon the completion of the Project (or
at any time prior or subsequent thereto upon the request of the Company) the
Board will assign to the Company all warranties and guarantees of all
contractors, subcontractors, suppliers, architects and engineers for the

                                     -11-
<PAGE>
 
furnishing of labor, materials or equipment or supervision or design in
connection with the Project Facilities and any rights or causes of action
arising from or against any of the foregoing.

          Section 4.2. Agreement to Issue Bonds; Application of Bond Proceeds. 
                       -------------------------------------------------------
In order to provide funds for the payment of the cost of the acquisition,
construction and installation of the Project Facilities through the refunding of
the Notes, the Board agrees that it will authorize, sell and deliver the Bonds
to the initial purchasers thereof. Upon receipt of the proceeds from the sale of
the Bonds, the Board will deposit all accrued interest (if any) received upon
the sale of the Bonds in the Bond Fund and will deposit the balance of the
proceeds from said sale to the Project Fund, to be applied to the payment of the
Notes upon receipt by the Trustee of Notes tendered for cancellation.

          Section 4.3. Company Required to Pay Costs if Project Fund
                       ---------------------------------------------
Insufficient. If the moneys in the Project Fund available for payment of the
-------------
costs of the Project Facilities should not be sufficient to pay the costs
thereof in full, and if Additional Bonds are not issued to finance the
completion of the Project Facilities, the Company agrees to complete the Project
Facilities and to pay all that portion of the costs of the Project Facilities as
may be in excess of the moneys available therefor in the Project Fund. The Board
does not make any warranty, either express or implied, that the moneys which
will be paid into the Project Fund and which, under the provisions hereof, will
be available for payment of the costs of refunding the Notes, will be sufficient
to pay all the costs which will be incurred in that connection. The Company
agrees that if after exhaustion of the moneys in the Project Fund the Company
should pay any portion of the costs of refunding the Notes pursuant to the
provisions of this Section, it shall not be entitled to any reimbursement
therefor from the Board or from the Trustee or from the holders or owners of any
of the bonds, nor shall it be entitled to any diminution in or postponement or
abatement of the rents payable under Section 5.3.

          Section 4.4. Board to Pursue Remedies Against Suppliers, Contractors
                       -------------------------------------------------------
and Subcontractors and Their Sureties. At the direction and sole cost of the
--------------------------------------
Company, the Board will promptly proceed, either separately or in conjunction
with others, to exhaust the remedies of the Board against any defaulting
supplier, contractor or subcontractor and against any surety therefor, for the
performance of any contract made in connection with the Project Facilities. If
the Company shall so notify the Board, the Company may, in its own name or in
the name of the Board, prosecute or defend any action or proceeding or take any
other action involving any such supplier, contractor,

                                     -12-

<PAGE>
 
subcontractor or surety which the Company deems reasonably necessary, and in
such event the Board agrees to cooperate fully with the Company and to take all
action necessary, to the extent it might lawfully do so, to effect the
substitution of the Company for the Board in any such action or proceeding. Any
moneys recovered by way of damages, refunds, adjustments or otherwise in
connection with the foregoing shall be paid to the Bond Fund.

          Section 4.5. Issuance of Additional Bonds. So long as there shall not
                       -----------------------------
have occurred and be continuing an event of default hereunder or under the
Indenture, the Board shall, from time to time at the request of the Company, use
its best efforts to issue Additional Bonds in aggregate principal amounts as
requested by the Company under the terms and conditions provided herein and in
the Indenture, but in no event shall the Board be liable for not issuing
Additional Bonds. Additional Bonds may be issued to finance the (a) payment of
outstanding Notes, (b) refunding all of the Bonds of any one or more series then
outstanding, (c) payment of costs of the Project or (d) any combination of the
foregoing; provided, in any case, that either prior to or contemporaneously with
the issuance of Additional Bonds (i) the terms, conditions, manner of issuance,
purchase price, delivery and contemplated disposition of the proceeds of the
sale of such Additional Bonds shall have been approved in writing by the
President or any Vice President of the Company, and (ii) the conditions
specified in Article IV of the Indenture with respect to the issuance of such
Additional Bonds shall have been satisfied.

                                   ARTICLE V
                                  -----------

                       EFFECTIVE DATE OF THIS AGREEMENT;
                     ------------------------------------
                   DURATION OF LEASE TERM; RENTAL PROVISIONS
                  -------------------------------------------

          Section 5.1. Effective Date of This Aqreement; Duration of Lease Term.
                       ---------------------------------------------------------
This Agreement shall become effective upon its execution and delivery and the
leasehold interest created hereby shall then begin, and, unless sooner
terminated or extended under the provisions hereof (including particularly
Articles X and XI), shall expire upon the latter to occur of the following
events: (i) midnight, December 1, 2028, or (ii) payment in full of all Bonds and
any Additional Bonds.

          Section 5.2. Delivery and Acceptance of Possession. The Board agrees
                       --------------------------------------
to deliver to the Company sole and exclusive possession of the Project (subject
to the right of the Trustee to enter thereon for inspection purposes and to the
other provisions

                                     -13-
<PAGE>
 
of Section 8.2) on the Completion Date and the Company agrees to accept
possession of the Project upon such delivery; provided, however, that the
Company shall be permitted such possession of the Project prior to the
Completion Date as shall not interfere with the acquisition, construction and
installation of the Project Facilities.

          Section 5.3. Rents and Other Amounts Payable. On June 1, 1989, and
                       --------------------------------
June 1 and December 1 in each year thereafter until payment in full of the
Bonds, the Company shall pay to the Trustee, for the account of the Board, as
rent for the Project, a sum of money equal to the amount payable on such date as
principal of and interest on the Bonds, as provided in the Indenture. In any
event, on each date on which a payment of principal or interest is payable on
the Bonds, if at any such date the amount of money available in the Bond Fund
is insufficient to make required payments of principal and interest on such
date, the Company shall forthwith pay to the Trustee, in immediately available
funds, the amount of any such deficiency.

          Anything herein to the contrary notwithstanding, any amount of money
at any time held by the Trustee in the Bond Fund shall be credited against the
next succeeding payment of rent and shall reduce the payment to be then made by
the Company; and further, if, and for so long as, the amount held by the Trustee
in the Bond Fund should be sufficient to pay at the times required the principal
of and the interest on all Bonds then remaining unpaid, the Company shall not be
obligated to make any further rental payments under the provisions of this
Section.

          The Company agrees to pay to the Trustee until the principal of and
the interest on the Bonds shall have been paid in full (i) an amount equal to
the annual fee of the Trustee for the Ordinary Services of the Trustee rendered
and its Ordinary Expenses incurred under the Indenture, (ii) the reasonable fees
and charges of the Trustee and any other paying agent for acting as paying agent
and as bond registrar and the reasonable fees of Trustee's counsel as provided
in the Indenture, as and when the same become due, and (iii) the reasonable fees
and charges of the Trustee for Extraordinary Services rendered by it and
Extraordinary Expenses incurred by it, as such terms are defined in the
Indenture, as and when the same become due; provided, that the Company may,
without precipitating an Event of Default hereunder, withhold such payment to
contest in good faith the necessity for any such Extraordinary Services and
Extraordinary Expenses and the reasonableness of any such fees, charges or
expenses.

                                      -14-
<PAGE>
 
          If the Company should fail to make any of the payments required in
this Section, the item or installment which the Company has failed to make shall
continue as an obligation of the Company until the same shall have been fully
paid, and the Company agrees to pay the same (in the case of interest, to the
extent permitted by law) with interest thereon at the rate per annum equal to
one percent per annum over the applicable interest rate borne by the Bonds,
calculated as described in the Indenture. The provisions of this Section shall
be subject to the provisions of Section 9.6.

          Section 5.4. Place of Rental Payments. The rents provided for in
                       -------------------------
Section 5.3 and the interest on delinquent rents shall be paid directly to the
Trustee for the account of the Board and will be deposited in the Bond Fund. The
other payments provided for in Section 5.3 shall be paid directly to the Trustee
for its own use or for disbursement to any other paying agent, as the case may
be.

          Section 5.5. Obligations of Company Hereunder Absolute and
                       ---------------------------------------------
Unconditional. Subject to the provisions of Section 9.6, the obligations of the
--------------
Company to make the payments required in Section 5.3 and to perform and observe
the other agreements on its part contained herein shall be absolute and
unconditional. Until such time as payment in full of the Bonds shall have been
made, the Company (i) will not suspend or discontinue any payments provided for
in Section 5.3 except to the extent the same have been prepaid, (ii) will
perform and observe all of its other agreements contained herein, (iii) will not
suspend or discontinue any payments provided for in Section 5.3 because of any
right of set off which the Company may have against the Board, the Trustee or
the holder of any Bond (provided that nothing herein shall prevent the assertion
of any claim by the Company by separate suit or compulsory counterclaim) and
(iv) except as provided in Section 11.1 will not terminate the Lease Term for
any cause, including, without limiting the generality of the foregoing, failure
of the Board to complete the Project Facilities, failure of the Board's title in
and to the Project or any part thereof, any acts or circumstances that may
constitute failure of consideration, eviction or constructive eviction,
destruction of or damage to the Project, commercial frustration of purpose, any
change in the tax or other laws of the United States of America or of the State
or any political subdivision of either or any failure of the Board to perform
and observe any agreement, whether express or implied, or any duty, liability or
obligation arising out of or in connection herewith or with the Indenture.
Nothing contained in this Section shall be construed to release the Board from
the performance of any of the agreements on its part herein contained; and if
the Board should

                                     -15-

<PAGE>
 
fail to perform any such agreement, the Company may institute such action
against the Board as the Company may deem necessary to compel performance or
recover its damages for nonperformance so long as such action shall not do
violence to the agreements on the part of the Company contained in the preceding
sentence. The Company may, however, at its own cost and expense and in its own
name or in the name of the Board, prosecute or defend any action or proceeding
or take any other action involving third persons which the Company deems
reasonably necessary in order to insure the completion of the acquisition,
construction and installation of the Project Facilities or to secure or protect
its right of possession, occupancy and use of the Project hereunder, and in such
event the Board hereby agrees to cooperate fully with the Company and to take
all lawful action which is required to effect the substitution of the Company
for the Board in any such action or proceeding if the Company shall so request.

          Nothing contained herein shall be construed to be a waiver of any
rights which the Company may have against the Board under this Agreement, or
against other persons under this Agreement, the Indenture, or otherwise, or
under any provision of law.

          Section 5.6. Company's Performance Under Indenture. The Company
                       --------------------------------------
agrees, for the benefit of the holders from time to time of the Bonds, to do and
perform all acts and things contemplated in the Indenture to be done or
performed by it.

                                  ARTICLE VI
                                  ----------

                          MAINTENANCE, MODIFICATION,
                          --------------------------
                              TAXES AND INSURANCE
                              -------------------

          Section 6.1. Maintenance and Modification of Project Facilities by 
                       -----------------------------------------------------
Company.
--------
          (a) Throughout the Lease Term, the Company shall at its own expense
     (i) keep the Project Facilities in as reasonably safe condition as the
     operation thereof will permit, and (ii) keep the Project Facilities in good
     repair and in good operating condition, making from time to time all
     necessary repairs thereto and renewals and replacements thereof.

          (b) The Company may from time to time, in its sole discretion and at
     its own expense, make any additions, modifications or improvements to the
     Project Facilities, including installation of additional machinery,
     equipment, and related property that do not impair the

                                     -16-

<PAGE>
 
     effective use of the Project Facilities. All machinery, equipment and
     related personal property so installed by the Company shall not be subject
     to this Agreement but shall be subject to the Landlord's Lien created under
     the Code of Alabama 1975, Section 35-9-60. All such machinery, equipment
     and related personal property may be modified or removed at any time while
     there exists no event of default hereunder; provided, that any damage to
     the Project Facilities occasioned by such modification or removal shall be
     repaired by the Company at its own expense.

          (c) The Company shall not permit any mechanics', materialmen's,
     suppliers', vendors' or other similar liens to be established or remain
     against the Project for labor or materials furnished or services rendered
     in connection with any additions, modifications, improvements, repairs,
     renewals or replacements so made by it; provided, that if the Company shall
     first notify the Trustee of its intention so to do, the Company may in good
     faith contest any mechanics', materialmen's, suppliers', vendors' or other
     similar liens filed or established against the Project, and in such event
     may permit the items so contested to remain undischarged and unsatisfied
     during the period of such contest and any appeal therefrom unless the Board
     of the Trustee shall notify the Company that by nonpayment of any such
     items the lien or security interests afforded by this Agreement or the
     Indenture as to any part of the Project or the rents, payments and revenues
     from the Project will be materially endangered or the Project or any part
     thereof or the rents, payments and revenues from the Project will be
     subject to loss or forfeiture, in which event the Company shall promptly
     pay and cause to be satisfied and discharged all such unpaid items. The
     Board will cooperate fully with the Company in any such contest.

          Section 6.2. Removal of Portions of Project. The Board shall not be
                       -------------------------------
under any obligation to renew, repair or replace any inadequate, obsolete, worn
out, unsuitable, undesirable, inappropriate or unnecessary items of machinery or
equipment comprising the Project Facilities. If the Company in its sole
discretion determines that any such items have become inadequate, obsolete, worn
out, unsuitable, undesirable, inappropriate or unnecessary for its purposes at
such time, the Company may remove such items from the Project and (on behalf of
the Board) sell, trade in, or otherwise dispose of them (as a whole or in part)
without any responsibility or accountability to the Board or the

                                     -17-

<PAGE>
 
Trustee therefor, provided that such removal does not impair the operation of
the Project Facilities.

          The removal of any portion of the Project Facilities pursuant to the
provisions of this Section shall not entitle the Company to any diminution in or
postponement or abatement of the rents payable under Section 5.3.

          The Company shall promptly report to the Trustee each such removal,
substitution, sale, trade-in or other disposition.

          Section 6.3. Taxes, Other Governmental Charges and Utility Charges.
                       ------------------------------------------------------
The Company agrees to pay promptly as and when the same shall become due and
payable, each and every lawful cost, expense and obligation of every kind and
nature, foreseen or unforeseen, for the payment of which the Board or the
Company is or shall become liable by reason of its estate or interest in the
Project or any portion thereof, by reason of any right or interest of the Board
or the Company in or under this Agreement, or by reason of or in any manner
connected with or arising out of the possession, operation, maintenance,
alteration, repair, rebuilding or use of the Project or any part thereof. The
Company also agrees to pay and discharge all lawful real estate taxes, personal
property taxes, water charges, sewer charges, assessments and all other lawful
governmental taxes, impositions and charges of every kind and nature, ordinary
and extraordinary, general or special, foreseen or unforeseen, whether similar
or dissimilar to any of the foregoing, and all applicable interest and penalties
thereon, if any, which at any time during the term of this Agreement shall be or
become due and payable by the Board or the Company and which shall be lawfully
levied, assessed or imposed

          (a) upon or with respect to, or shall be or become liens upon, the
     Project or any portion thereof or any interest of the Board or the Company
     therein or under this Agreement;

          (b) upon or with respect to the income or profits of the Board from
     the Project or under this Agreement;

          (c) upon or with respect to the possession, operation, management,
     maintenance, alterations, repair, rebuilding, use or occupancy of the
     Project or any portion thereof; or

          (d) upon this transaction or any document to which the Board or the
     Company is a party creating or transferring an interest or an estate in the
     Project;

                                     -18-

<PAGE>
 
under or by virtue of any present or future law, statute, ordinance, regulation
or other requirement of any governmental authority, whether federal, state,
county, city, municipal, school or otherwise.

          The Company also agrees to pay any special assessments for public
improvements or benefits for which the Company would have otherwise have been
liable had it in fact been the owner of the Project.

          The Company shall, at its sole cost and expense, procure or cause to
be procured any and all necessary building permits, other permits, licenses and
other authorizations required for the lawful and proper construction, use,
occupation, operation and management of the Project. The Company also agrees to
pay or cause to be paid all lawful charges for gas, water, sewer, electricity,
light, heat, power, telephone and other utility and service used, rendered or
supplied to, upon or in connection with the Project and the Board will cooperate
with the Company in securing such permits, licenses and authorizations.

          The Company may, at its own expense and in its own name and behalf or
in the name and behalf of the Board, in good faith contest any such taxes,
assessments and other charges and, in the event of any such contest, may permit
the taxes, assessments and other charges so contested to remain unpaid during
the period of such contest and any appeal therefrom unless the Board or the
Trustee shall notify the Company that by nonpayment of any such items the lien
or security interests afforded by this Agreement or the Indenture as to any part
of the Project or the rents, payments and revenues derived from the Project will
be materially endangered or the Project or any part thereof will be subject to
loss or forfeiture, in which event such taxes, assessments or charges shall be
paid promptly. The Board shall cooperate fully with the Company in any such
contest. If the Company shall fail to pay any of the foregoing items required by
this Section to be paid by the Company and shall not cure any failure within any
applicable curative provisions provided herein, the Board or the Trustee may
(but shall be under no obligation to) pay the same, and any amounts so advanced
therefor by the Board or the Trustee shall become an additional obligation of
the Company to the one making the advancement, which amounts, together with
interest thereon at the rate of interest borne by the Bonds from the date
thereof, the Company agrees to pay.

          Section 6.4. Insurance Required. Throughout the Lease Term the Company
                       -------------------
shall keep the Project continuously insured (or maintain programs of self-
insurance) against such risks as are customarily insured against by businesses
of like size and type.

                                     -19-

<PAGE>
 
          Section 6.5. Application of Net Proceeds of Insurance. The insurance
                       -----------------------------------------
carried pursuant to the provisions of Section 6.4 shall be applied as follows:
(i) the Net Proceeds of casualty insurance shall be applied as provided in
Section 7.1, and (ii) the Net Proceeds of public liability insurance shall be
applied toward extinguishment or satisfaction of the liability with respect to
which such insurance proceeds may be paid.

          Section 6.6. Additional Provisions Respecting Insurance. All
                       -------------------------------------------
insurance, if any, required in Section 6.4 may be taken out and maintained in
insurance companies selected by the Company and may be written with deductible
amounts comparable to those on similar policies carried by other companies
engaged in businesses similar in size and type and other respects as the
Company. The insurance hereby required may be contained in blanket policies or
self-insurance programs now or hereafter maintained by the Company.

          Section 6.7. Other Board Expenses. Anything to the contrary herein
                       ---------------------
notwithstanding, the Company shall pay any reasonable and necessary expenses not
specifically mentioned herein which are incurred by the Board in connection with
the Project, this Agreement, the Indenture, any financing statements or the
Bonds, and which are not payable from the Project Fund pursuant to Section 4.2.

          Section 6.8. Advances by Board or Trustee. If the Company fails to
                       -----------------------------
maintain the insurance coverage required hereby or fails to keep the Project
Facilities in as reasonably safe condition as its operating conditions will
permit, or fails to keep the Project Facilities in good repair and good
operating condition and shall not cure any failure within any applicable
curative provisions provided herein, the Board or the Trustee may (but unless
satisfactorily indemnified shall be under no obligation to) take out policies of
insurance and pay the premiums on the same or make the required repairs,
renewals and replacements; and all amounts so advanced therefor by the Board or
the Trustee will become an additional obligation of the Company to the one
making the advancement, which amounts, together with interest thereon at the
rate of interest borne by the Bonds from the date thereof, the Company agrees to
pay.

          Section 6.9. Indemnification of Board and Trustee. The Company will
                       -------------------------------------
also pay and discharge and will indemnify and hold harmless the Issuer and the
members, officers, agents and employees of the Issuer from (a) any condition of
the Project caused by the Company, (b) any liens, taxes, assessments,
impositions and other charges upon payments by the Company to the

                                     -20-

<PAGE>
 
Issuer hereunder, (c) any breach or default on the part of the Company in the
performance of any of its obligations hereunder, (d) any act of negligence of
the Company or of its agents, contractors, servants, employees or licensees, (e)
any act of negligence of any assignee or sublessee of the Company, or of any
agents, contractors, servants, employees or licensees of any assignee or
sublessee of the Company and (f) any and all liability, damages, costs and
expenses arising out of or resulting from the acquisition, construction and
installation of the Project or the use or operation of the Project or any other
activity carried out thereon or in connection therewith or the transactions
contemplated by this Agreement and the Indenture, including the reasonable fees
and expenses of counsel, except as the same may arise out of the negligence or
misconduct on the part of the Issuer. If any such lien or charge is sought to be
imposed upon payments, or any such taxes, assessments, impositions or other
charges are sought to be imposed, or any such liability, damages, costs and
expenses are sought to be imposed, the Issuer will give prompt notice to the
Company, and the Company shall have the sole right and duty to assume, and will
assume, the defense thereof, with full power to litigate, compromise or settle
the same in its sole discretion. The indemnification provided by the Section
shall survive the termination of this Agreement.

          The Company agrees to indemnify the Trustee, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of the Indenture, including the reasonable costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties thereunder or hereunder.

          Section 6.10. Investment Credit. The Board agrees that any investment
                        ------------------
tax credit with respect to the Project or any part thereof shall be made
available to the Company, and the Board will fully cooperate with the Company in
any effort by the Company to avail itself of any such investment tax credit, but
neither the Board nor the Trustee shall have any responsibility or liability for
the Company's failure to receive any such investment tax credit. The Board
agrees to cause the Trustee to cooperate in making any investment tax credit
available to the Company.

                                     -21-

<PAGE>
 
                                  ARTICLE VII
                                  -----------

                     DAMAGE, DESTRUCTION AND CONDEMNATION
                     ------------------------------------
 
          Section 7.1. Damage and Destruction. If prior to payment in full of
                       -----------------------
the Bonds the Project Facilities are destroyed (in whole or in part) or are
damaged by fire or other casualty, the Company, or the Board at the Company's
direction, (i) shall promptly replace, repair, rebuild or restore the property
damaged or destroyed to substantially the same condition as existed prior to
the event causing such damage or destruction, with such changes, alterations and
modifications (including the substitution and addition of other property) as may
be desired by the Company and as will not impair the operation of the Project
Facilities, and (ii) shall apply for such purpose so much as may be necessary of
any Net Proceeds of insurance resulting from claims for such losses, as well as
any additional moneys of the Company necessary therefor. A11 Net Proceeds of
insurance resulting from claims for such losses shall be paid to the Company. If
said Net Proceeds are not sufficient to pay in full the costs of such
replacement, repair, rebuilding or restoration, the Company shall nonetheless
complete the work thereof and shall pay that portion of the costs thereof in
excess of the amount of said Net Proceeds. The Company shall not, by reason of
the payment of such excess costs be entitled to any reimbursement from the Board
or any abatement, diminution or postponement of the amounts payable under
Section 5.3. 

          Section 7.2. Condemnation. If the title in and to, or the temporary
                       -------------
use of, the Project or any part thereof shall be taken under the exercise of the
power of eminent domain by any governmental body or by any other person acting
under governmental authority, the Company shall be obligated to continue to pay
the rents specified in Section 5.3. The Board, the Company and the Trustee shall
cause the Net Proceeds received by them or any of them, from any award made in
such eminent domain proceeding, to be paid to and held by the Company and
applied in one or more of the following ways at the election of the Company:

          (a) the restoration of the Project to substantially the same condition
     as existed prior to the exercise of such power of eminent domain; 

          (b) the acquisition, by construction or otherwise, of other industrial
     facilities suitable for the Company's operations at the Project (which
     facilities will be deemed a part of the Project and available for

                                      -22-
<PAGE>
 
     use and occupancy by the Company and will be leased to the Company
     hereunder without the payment of any rents other than herein provided to
     the same extent as if such other improvements were specifically described
     herein); provided, that such facilities will be acquired subject to no
     liens, security interests or encumbrances prior to the lien afforded by
     this Agreement and the Indenture, other than Permitted Encumbrances; or

          (c) payment into the Bond Fund to provide for payment in full of the
     Bonds at the earliest date that the Bonds may be called for redemption.

          The Board shall cooperate fully with the Company in the handling and
conduct of any prospective or pending eminent domain proceeding with respect to
the Project or any part thereof and shall, to the extent it may lawfully do so,
permit the Company to litigate in any such proceeding in the name and on behalf
of the Board. In no event will the Board voluntarily settle, or consent to the
settlement of, any prospective or pending eminent domain proceeding with respect
to the Project or any part thereof without the written consent of the Company.

          Section 7.3. Condemnation of Company-Owned Property. The Company shall
                       ---------------------------------------
be entitled to the proceeds of any condemnation award or portion thereof made
for damages to or taking of its own property or for damages on account of the
taking of or interference with the Company's rights to possession, use or
occupancy of the Project.

          Section 7.4. Further Assurances and Corrective Instruments. The Board
                       ----------------------------------------------
and the Company agree that they will, from time to time, execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered, such
supplements hereto and such further instruments as may reasonably be required
for correcting any inadequate or incorrect description of the Project herein
described or intended so to be or for carrying out the intention of or
facilitating the performance of this Agreement.

                                  ARTICLE VIII
                                  ------------

                               SPECIAL AGREEMENTS
                               ------------------

          Section 8.1. No Warranty of Condition or Suitability by the Board. THE
                       -----------------------------------------------------
BOARD MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE CONDITION OF THE
PROJECT OR THAT IT WILL BE SUITABLE FOR THE COMPANY'S PURPOSES OR NEEDS. The
Company releases the Board from, agrees that the Board shall not be

                                      -23-
<PAGE>
 
liable for and agrees to hold the Board harmless against, any loss that may be
occasioned by any cause whatsoever pertaining to the Project or the use thereof.

          Section 8.2. Inspection of the Project. The Company agrees that the
                       --------------------------
Authorized Board Representative and any duly authorized agent of the Trustee
shall have the right at all reasonable times to enter upon, examine and inspect
the Project without interference or prejudice to the operations of the Company.
The Company further agrees that any authorized agent of the Board or the Trustee
shall have such rights of access to the Project as may be reasonable and
necessary for the proper maintenance of the Project in the event of the failure
by the Company to perform its obligations under Section 6.1.

          Section 8.3. Company to Maintain Its Corporate Existence; Exceptions
                       -------------------------------------------------------
Permitted. The Company agrees that it will maintain its corporate existence,
----------
will not dissolve or otherwise dispose of all or substantially all of its assets
and will not consolidate with or merge into another corporation or permit one or
more other corporations to consolidate with or merge into it; provided that the
Company may, without violating the agreement contained in this Section 8.3,
consolidate with or merge into another corporation incorporated and existing
under the laws of one of the states of the United States of America or the
District of Columbia (a "domestic corporation"), or permit one or more other
domestic corporations to consolidate with or merge into it, or sell or otherwise
transfer to another domestic corporation all or substantially all of its assets
as an entirety and thereafter dissolve, provided, if the Company is not the
surviving, resulting or transferee corporation, as the case may be, such
surviving, resulting or transferee corporation assumes in writing all of the
obligations of the Company under the Agreement and qualifies to do business in
the State. Notwithstanding the foregoing, the Company shall not dissolve or
otherwise dispose of all or substantially all of its assets and shall not
consolidate with or merge into another corporation or permit one or more other
corporations to consolidate with or merge into it if, after giving effect to
such action, a default would result under this Agreement or the Indenture.

          Section 8.4. Qualification in the State. The Company agrees (except as
                       ---------------------------
may be otherwise permitted pursuant to the provisions of Section 8.3) that
throughout the Lease Term it will continue to be a corporation either organized
under the laws of the State or duly qualified to do business in the State as a
foreign corporation.

                                      -24-
<PAGE>
 
          Section 8.5. Granting of Easements. If no Event of Default shall have
                       ----------------------
happened and be continuing, the Company may at any time or times cause to be
granted easements (including party wall agreements), licenses, rights-of-way
(temporary or perpetual and including the dedication of public highways) and
other rights or privileges in the nature of easements with respect to any
property included in the Project Land and such grant will be free from any lien
or security interest created by this Agreement and the Indenture, or the Company
may cause to be released existing easements, licenses, rights-of-way and other
rights or privileges in the nature of easements, held with respect to any
property included in the Project Land with or without consideration and the
Board agrees that it shall execute and deliver and will cause and direct the
Trustee to execute and deliver any instrument necessary or appropriate to
confirm and grant or release any such easement, license, right-of-way or other
right or privilege upon receipt of: (i) a copy of the instrument of grant or
release, and (ii) a written application signed by the president or any vice
president of the Company requesting the execution and delivery of such
instrument and stating that such grant or release is not detrimental to the
proper conduct of the business of the Company, and that such grant or release
will not impair the effective use or interfere with the operations of the
Project Facilities and will not materially weaken, diminish or impair the
security intended to be given by or under this Agreement and the Indenture.

          Section 8.6. Release of Certain Land. Notwithstanding any other
                       ------------------------
provision hereof, the parties hereto reserve the right to amend this Agreement
at any time and from time to time by mutual agreement for the purpose of
effecting the release of and removal of (i) any unimproved part of the Project
Land (on which no component of the Project Facilities is located but on which
parking, transportation or utility facilities may be located) on which the Board
proposes to construct improvements for lease or sale to another person or
persons under another and different agreement, or (ii) any part of the Project
Land with respect to which the Board proposes to grant an easement or convey a
fee interest or other title to a railroad or other public or private carrier or
to any public utility or public body in order that transportation facilities or
services by rail, water, road or other means or utility services for the Project
may be provided, increased or improved; provided, that if at the time any such
amendment is made any of the Bonds are outstanding, there shall be deposited
with the Trustee the following:

          (a) a copy of such amendment as executed;

                                      -25-
<PAGE>
 
          (b) a resolution of the Board (i) stating that the Board is not in
     default under any of the provisions hereof or of the Indenture and that the
     Company is not to the knowledge of the Board in default under any of the
     provisions hereof, (ii) giving an adequate legal description of that
     portion of the Project Land to be released, (iii) stating the purpose for
     which the Board desires the release, (iv) stating that the improvements
     which will be constructed or the facilities and services which will be
     provided, increased or improved will be such as will promote at least one
     of the public purposes of the Board, and (v) requesting such release;

          (c) a certificate of the president or any vice president of the
     Company indicating approval of such amendment and stating that the Company
     is not in default under any of the provisions hereof;

          (d) a copy of the agreement between the Board and such other person
     wherein the Board agrees to construct improvements on the portion of the
     Project Land so requested to be released and agrees to lease or sell the
     same to such other person, and wherein such other person agrees to lease or
     purchase the same from the Board, or a copy of the instrument granting the
     easement or conveying the title or other interest to a railroad, public
     utility or public body; and

          (e) a certificate of the Authorized Company Representative, dated not
     more than 60 days prior to the date of such amendment and stating that (i)
     the portion of the Project Land so proposed to be released is necessary or
     desirable for railroad, utility services or roads to benefit the Project or
     is not otherwise needed for the operation of the Project Facilities for the
     purposes hereinabove stated, and (ii) the release so proposed to be made
     will not impair the usefulness of the Project Facilities and will not
     destroy the means of ingress thereto and egress therefrom.

No release effected under this Section shall entitle the Company to any
diminution in or postponement or abatement of the rents payable under Section
5.3.

                                      -26-
<PAGE>
 
                                  ARTICLE IX
                                  ----------

                 ASSIGNMENT, SUBLEASING, PLEDGING AND SELLING;
                 ---------------------------------------------
                   REDEMPTION; RENT PREPAYMENT AND ABATEMENT
                   -----------------------------------------

          Section 9.1.  Assignment and Subleasing.  This Agreement may be
                        --------------------------
assigned by the Company without the necessity of obtaining the consent of the
Board or the Trustee, subject, however, to the following conditions:

          (a) no assignment (other than pursuant to Section 8.3) or sublease
     shall relieve the Company from primary liability for any of its obligations
     hereunder, and if any such assignment occurs, the Company shall continue to
     remain primarily liable for payment of the rents specified in Section 5.3
     and for performance and observance of the other agreements on its part
     herein provided to be performed and observed by it; and

          (b) the Company shall, within 30 days after the delivery thereof,
     furnish or cause to be furnished to the Board and to the Trustee a true and
     complete copy of each such assignment or sublease, as the case may be,
     together with any instrument of assumption.

          Section 9.2.  Pledge under Indenture.  Under the terms of the
                        -----------------------
Indenture, the Board shall assign and create a security interest with respect to
its interest in, and pledge all rents, revenues and receipts arising out of or
in connection with its ownership of, the Project to the Trustee, as security for
the payment of the principal of and interest on the Bonds, but the Indenture and
said assignment and pledge shall be subject and subordinate to this Agreement.

          Section 9.3.  Restrictions on Sale of Project by Board.  The Board
                        -----------------------------------------
agrees that, except as set forth in Section 9.2 or as otherwise provided in the
Agreement and Indenture, it shall not (i) sell (other than as contemplated
herein), assign, transfer or convey the Project during the Lease Term, (ii)
create or suffer to be created any debt, lien or charge on the rents, payments
and revenues arising out of or in connection with its ownership of the Project,
or (iii) take any other action which might reasonably be construed as tending to
cause or induce the levy or assessment of ad valorem taxes on the Project or on
its title in and to the Project. If the laws of the State at the time permit
such action to be taken, nothing contained in this Section shall prevent the
consolidation of the Board with, or the merger of the Board into, or the
transfer of the Project as an entirety to, any

                                      -27-
<PAGE>
 
public corporation whose property and income are not subject to taxation and
which has corporate authority to carry on the business of owning and leasing the
Project; provided (a) that no such action shall be taken without the prior
written consent of the Company, unless such action shall be required by law, and
(b) that upon any such consolidation, merger or transfer, the due and punctual
payment of the principal of and the interest on the Bonds, and the due and
punctual performance and observance of all the agreements hereof to be kept and
performed by the Board, shall be expressly assumed in writing by the corporation
resulting from such consolidation or surviving such merger or to which the
Project shall be transferred as an entirety.

          Section 9.4.  Redemption of Bonds.  The Board, at the request at any
                        --------------------
time of the Company and if the same are then redeemable, shall forthwith take
all steps that may be necessary under the applicable redemption provisions of
the Indenture to effect redemption of all or any portion of the Bonds, as may be
specified by the Company, on the earliest applicable redemption date on which
such redemption may be made under such applicable provisions or upon the date
set for the redemption by the Company pursuant to Sections 7.2 or 11.1. As long
as the Company is not in default hereunder and the Board is not obligated to
call Bonds pursuant to the terms of the Indenture, the Board shall not redeem
any Bond prior to its respective stated maturity unless requested to do so in
writing by the Company.

          Section 9.5.  Prepayment of Rents.  There is expressly reserved to the
                        --------------------
Company the right, and the Company is authorized and permitted, at any time it
may choose, so long as it is not in default hereunder, to prepay all or any part
of the rents and other payments payable under Section 5.3, and the Board agrees
that the Trustee may accept such prepayment when the same is tendered by the
Company. All prepaid rents shall be credited on the rents specified in Section
5.3, and at the election of the Company shall be used for the redemption or
purchase of Bonds in the manner and to the extent provided in the Indenture.

          Section 9.6.  Rent Abatements if Bonds Paid Prior to Maturity.  If at
                        ------------------------------------------------
any time the Indenture is discharged in accordance with Article X of the
Indenture, and if the Company is not at the time otherwise in default hereunder,
the Company shall be entitled to use and occupy the Project, without the
payment of rent during the interval (but otherwise on the terms and conditions
hereof), from the date on which such moneys are in the Bond Fund to and
including the later to occur of either (i) midnight, December 1, 2028 or (ii)
payment in full of all Bonds and any Additional Bonds.

                                      -28-
<PAGE>
 
          Section 9.7.  Reference to Bonds Ineffective After Bonds Paid.  Upon
                        ------------------------------------------------
payment in full of the Bonds and all fees and charges of the Trustee, all
references herein to the Bonds and the Trustee shall be ineffective and neither
the Trustee nor the holders of any of the Bonds shall thereafter have any rights
hereunder, saving and excepting those that shall have theretofore vested.
Reference is hereby made to Section 1002 of the Indenture which sets forth the
conditions upon the existence or occurrence of which payment in full of the
Bonds shall be deemed to have been made.

                                   ARTICLE X
                                   ---------

                        EVENTS OF DEFAULT AND REMEDIES
                        ------------------------------

          Section 10.1.  Events of Default Defined.  The following shall be
                         --------------------------
Events of Default hereunder and the term Event of Default shall mean, whenever
it is used herein, any one or more of the following events:

          (a) Failure by the Company to make any payment required under Section
     5.3 on or before the date that the payment is due and continuance of such
     failure for ten Business Days after receipt of notice of such failure from
     the Trustee.

          (b) Failure by the Company to observe and perform any other covenant,
     condition or agreement on its part under this Agreement (other than as
     referred to in subsection (a) of this Section), for a period of ninety (90)
     days after written notice, specifying such failure and requesting that it
     be remedied, shall be given to the Company by the Trustee, unless the
     Trustee shall agree in writing to an extension of such time prior to its
     expiration; provided, however, if the failure stated in the notice cannot
     be remedied within the applicable period, the Board and the Trustee will
     not unreasonably withhold their consent to an extension of such time if it
     is possible to correct such failure and corrective action is instituted by
     the Company within the applicable period and diligently pursued until the
     default is corrected;

          (c) Any warranty, representation or other statement by or on behalf of
     the Company contained in this Agreement, or any instrument furnished in
     compliance with or in reference to this Agreement or the Indenture, is
     false or misleading in any material respect; or

                                      -29-
<PAGE>
 
          (d) The dissolution or liquidation of the Company or the filing by the
     Company of a voluntary petition in bankruptcy, or the commission by the
     Company of any act of bankruptcy, or adjudication of the Company as a
     bankrupt, or assignment by the Company for the benefit of its creditors, or
     the entry by the Company into an agreement of composition with its
     creditors, or the approval by a court of competent jurisdiction of a
     petition applicable to the Company in any proceeding for its reorganization
     instituted under the provisions of the Federal bankruptcy statutes, as
     amended, or under any similar act which may hereafter be enacted. The term
     "dissolution or liquidation of the Company", as used in this subsection,
     shall not be construed to include the cessation of the corporate existence
     of the Company resulting from a merger or consolidation of the Company into
     or with another corporation or a dissolution or liquidation of the Company
     following a transfer of all or substantially all of its assets as an
     entirety.

          Section 10.2.  Remedies.  Whenever any Event of Default shall have
                         ---------
happened and be continuing, the Trustee, as the assignee of the Board under the
Indenture, shall have the following rights and remedies:

          (a) The Trustee may, and upon the written request of the holders of
     not less than twenty-five percent (25%) in outstanding principal amount of
     the Bonds, shall by notice in writing delivered to the Company, declare all
     installments of rent payable under Section 5.3 for the remainder of the
     Lease Term to be immediately due and payable. Upon such acceleration, the
     amount then due and payable by the Company as accelerated rent shall be the
     sum required to provide for payment in full of the Bonds on the earliest
     possible date on which such payment can be made. Such sums as may then
     become payable shall be paid into the Bond Fund and after payment in full
     of the Bonds and payment of any cost occasioned by such Event of Default,
     any excess moneys in the Bond Fund shall be returned to the Company as an
     overpayment of rent. Notwithstanding the foregoing, upon the occurrence of
     an Event of Default by reason of the occurrence of any event specified for
     Section 10.1(d), all installments of rent payable under Section 5.3 for the
     remainder of the Lease Term shall automatically become and be immediately
     due and payable

                                      -30-
<PAGE>
 
     without any action by the Trustee or the Board being necessary.

          (b) The Trustee may take whatever action at law or in equity may
     appear necessary or desirable to collect the rents and any other payments
     then due and thereafter to become due, or to enforce performance and
     observance of any covenant, condition or agreement of the Company
     hereunder;

          (c) The Trustee may exercise any remedies provided for in the
     Indenture and, with respect to any security interest, the rights of a
     secured party under the Uniform Commercial Code of the State.

Any amounts collected pursuant to action taken under this Section shall be paid
into the Bond Fund and applied in accordance with the provisions of the
Indenture or, if payment in full of the Bonds has been made, shall be paid to
the Company.

          Section 10.3.  No Remedy Exclusive.  No remedy herein conferred upon
                         --------------------
or reserved to the Board or the Trustee is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute. No delay or omission to
exercise any right or power accruing upon the occurrence of any Event of Default
shall impair any such right or power or shall be construed to be a waiver
thereof, but any such right or power may be exercised from time to time and as
often as may be deemed expedient. In order to entitle the Board or the Trustee
to exercise any remedy reserved to it in this Article, it shall not be necessary
to give any notice, other than such notice or notices as may be herein expressly
required. Such remedies as are reserved to the Board in this Article shall also
extend to the Trustee, and the Trustee and the holders of the Bonds shall be
deemed third-party beneficiaries of all agreements herein contained.

          Section 10.4.  Agreement to Pay Attorneys' Fees and Expenses.  If
                         ----------------------------------------------
there should occur an Event of Default hereunder and the Board or the Trustee
should employ attorneys or incur other expenses for the collection of rents or
the enforcement of performance or observance of any agreement on the part of the
Company herein contained, the Company agrees that it will on demand therefor pay
to the Board or the Trustee the reasonable fee of such attorneys and such other
reasonable expenses so incurred by the Board or the Trustee.

                                      -31-
<PAGE>
 
          Section 10.5.  No Additional Waiver Implied by One Waiver. If any
                         -------------------------------------------
agreement contained herein should be breached by either party and thereafter
waived by the other party, such waiver shall be limited to the particular breach
so waived and shall not be deemed to waive any other breach hereunder.

          Section 10.6.  Waiver of Appraisement, Valuation, etc. If there should
                         ---------------------------------------
occur an Event of Default hereunder, the Company agrees to waive, to the extent
it may lawfully do so, the benefit of all appraisement, valuation, stay,
extension or redemption laws now or hereafter in force, and all right of
appraisement and redemption to which it may be entitled.
 
          Section 10.7.  Waiver of Events of Default. Notwithstanding anything
                         ----------------------------
herein to the contrary, the Trustee shall be deemed to have waived any Event of
Default hereunder and its consequences and to have rescinded any acceleration of
the rents and other amounts payable under this Agreement whenever the Trustee
has waived such Event of Default pursuant to the Indenture.

                                  ARTICLE XI
                                  ----------
                         OPTIONS IN FAVOR OF COMPANY;
                         -----------------------------
                        OBLIGATION TO PURCHASE PROJECT
                        ------------------------------                   

          Section 11.1.  General Option to Prepay Rent and Purchase Project. At
                         ---------------------------------------------------
any time, the Company shall have, and is hereby granted, the option to prepay
the rent payable under Section 5.3, in whole or in part. To exercise the option
granted in this paragraph, the Company shall, on or before the 20th day next
preceding the date set for redemption of the Bonds (which shall be an interest
payment date if less than all the Bonds are to be redeemed), give written notice
to the Board and the Trustee of its intention to exercise the option granted in
this section on such date and shall specify therein the principal amount of
Bonds to be redeemed with the moneys received upon such prepayment. Upon the
exercise of such option, the Company shall direct the Trustee to redeem Bonds in
the principal amount and on the date specified in the notice referred to in the
preceding sentence and shall make arrangements satisfactory to the trustee for
the giving of the required notice of redemption of Bonds. The purchase price
which shall be paid to the trustee by the Company in the event of its exercise
of the option granted in this paragraph shall be the sum of the principal amount
of the Bonds to be redeemed plus accrued interest thereon to the redemption date
plus all fees and expenses of the trustee and the paying agent accrued and to
accrue through such redemption date.

                                     -32-
<PAGE>
 
          The Company shall have the option to purchase the Project at any time,
in the event that the Indenture is discharged pursuant to Article IX of the
Indenture, by the Company (i) depositing irrevocably with the Trustee either
moneys in an amount which shall be sufficient, or Government Obligations the
principal of and interest on which when due will provide moneys which, together
with the moneys, if any, deposited with or held by the Trustee at the same time
and available for such purpose shall be sufficient pursuant to the Indenture, to
pay the principal of and interest on all of the Bonds due and to become due on
or prior to the redemption date (if the Bonds are to be redeemed) or maturity
thereof; (ii) paying to the trustee all Trustee's fees and expenses due in
connection with the payment or redemption of any such Bonds, and, (iii) if any
Bonds are to be redeemed on any date prior to their maturity, giving the Trustee
irrevocable instructions to redeem such Bonds on such date and either evidence
satisfactory to the Trustee that all redemption notices required by the
Indenture have been given or irrevocable power authorizing the Trustee to give
such redemption notices.

          Section 11.2.  Conveyance on Purchase. At the closing of any purchase
                         ----------------------
of the Project as provided hereunder, the Board shall upon receipt of the
purchase price deliver to the Company documents conveying to the Company good
and marketable fee simple title in and to the Project, subject to the following:
(a) those liens, security interests and encumbrances (if any) to which such
title in and to said property was subject at the effective date of this
Agreement but excluding this Agreement and the Indenture; (b) those liens and
encumbrances created by the Company or to the creation or suffering of which the
Company consented; (c) those liens and encumbrances resulting from the failure
of the Company to perform or observe any of its agreements contained herein; and
(d) Permitted Encumbrances other than this Agreement and the Indenture.

          Section 11.3.  Relative Positions of Options and Indenture. The
                         -------------------------------------------
options granted to the Company in this Article shall be and remain prior and
superior to the Indenture and may be exercised whether or not there exists an
Event of Default hereunder, provided that the existence of such Event of Default
will not result in nonfulfillment of any condition to the exercise of any such
option.

                                     -33-
<PAGE>
 
                                  ARTICLE XII
                                  -----------
                                 MISCELLANEOUS
                                 -------------

          Section 12.1.  Notices. All notices, certificates or other
                         -------
communications hereunder shall be sufficiently given and shall be deemed given
when mailed by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
  
     (a)  If to the Board   - The Industrial Development
                              Board of the City of
                              Phenix City, Alabama
                              c/o Smith & Smith
                              1503 Broad Street
                              Phenix City, Alabama 36867
                              Attention: Sydney S. Smith, Esq.

     (b)  If to the Company - Mead Coated Board, Inc.
                              Mead World Headquarters
                              Dayton, Ohio 45463
                              Attention: Treasurer

                              with a copy to:

                              Smith & Schnacke
                              A Legal Professional Association
                              2900 DuBois Tower
                              Cincinnati, Ohio 45202
                              Attention: Robert A. Selak

     (c)  If to the Trustee - AmSouth Bank N.A.
                              1900 Fifth Avenue North
                              Birmingham, Alabama 35203
                              Attention: Corporate Trust
                                         Department

A duplicate copy of each notice, certificate or other communication given
hereunder by either the Board, the Company or the Trustee to any one of the
others shall also be given to all of the others. The Board, the Company and the
Trustee may, by notice given hereunder, designate any further or different
addresses to which subsequent notices, certificates or other communications
shall be sent.

          Section 12.2.  Binding Effect. This Agreement shall inure to the
                         --------------
benefit of and shall be binding upon the Board, the

                                      -34-
<PAGE>
 
Company and their respective successors and assigns. To the extent provided
herein and in the Indenture, the Trustee and the holders of the Bonds shall be
deemed to be third party beneficiaries hereof, but nothing herein contained
shall be deemed to create any right in, or to be for the benefit of, any other
person not a party hereto.

          Section 12.3.  Severability. If any provision hereof shall be held
                         ------------
invalid or unenforceable by any court of competent jurisdiction, such holding
shall not invalidate or render unenforceable any other provision hereof.

          Section 12.4.  Amounts Remaining in Bond Fund. Subject to and in
                         ------------------------------
accordance with the terms and conditions of Section 709 of the Indenture,
certain surplus moneys remaining in the two accounts in the Bond Fund shall
belong to and be paid to the Company by the Trustee as an overpayment of rents.

          Section 12.5.  Amendments, Changes and Modifications. Except as
                         -------------------------------------
otherwise provided herein or in the Indenture, subsequent to the date of
issuance and delivery of the Bonds and prior to their payment in full, this
Agreement may not be effectively amended or terminated without the written
consent of the Trustee. 

          Section 12.6.  Execution Counterparts. This Agreement may be executed
                         ----------------------
in any number of counterparts, each of which so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one and the
same instrument.

          Section 12.7.  Captions. The captions and headings herein are for
                         --------
convenience only and in no way define, limit or describe the scope or intent of
any provisions hereof.

          Section 12.8.  Recording of Agreement. This Agreement and every
                         ----------------------
assignment and modification hereof shall be recorded in the Office of the Judge
of Probate of Russell County, Alabama, or in such other office as may be at the
time provided by law as the proper place for such recordation.

          Section 12.9.  Law Governing Construction of Agreement. This Agreement
                         ---------------------------------------       
shall be governed by, and construed in accordance with, the laws of the State.

          Section 12.10.  Net Lease. This Agreement shall be deemed a "net
                          ---------
lease", and the Company shall pay absolutely net during the Lease Term the rents
specified herein, without

                                     -35-
<PAGE>
 
abatement, deduction or set-off other than those herein expressly provided.

          IN WITNESS WHEREOF, the Board and the Company have caused this
Agreement to be executed in their respective corporate names as of the date
first above written.

                                       THE INDUSTRIAL DEVELOPMENT BOARD OF THE
                                       CITY OF PHENIX CITY, ALABAMA


                                       By: /s/ Kenneth A. Roberts
                                          ------------------------------------ 
                                       Title: Chairman
                

                                       MEAD COATED BOARD, INC.

                                       By: /s/ W. D. Bloebaum, Jr.
                                          ------------------------------------ 
                                       Title: Treasurer

                                      -36-
<PAGE>
 
                            ACKNOWLEDGMENT OF BOARD


STATE OF ALABAMA

COUNTY OF RUSSELL

          I, Sydney S. Smith a Notary Public in and for said County in said
State, hereby certify that Kenneth A. Roberts, whose name as Chairman of the
Board of Directors of THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PHENIX
CITY, ALABAMA, a public corporation and instrumentality under the laws of the
State of Alabama, is signed to the foregoing instrument and who is known to me,
acknowledged before me on this day that, being informed of the contents of the
said instrument, he, as such officer and with full authority, executed the same
voluntarily for and as the act of said public corporation.

          GIVEN under my hand and seal of office, this 20th day of December,
1988.

                                           /s/  Sydney S. Smith
                                        ------------------------------------ 
                                                  Notary Public


(SEAL)
                                        My commission expires: 2/25/92

                                      -37-
<PAGE>
 
                           ACKNOWLEDGMENT OF COMPANY

STATE OF OHIO

COUNTY OF MONTGOMERY

          I, Robert A. Selak, A Notary Public in and for said County in said
State, hereby certify that W. D. Bloebaum, Jr., whose name as Treasurer of MEAD
COATED BOARD, INC., a corporation organized and existing under the laws of the
State of Delaware, is signed to the foregoing instrument and who is known to me,
acknowledged before me on this day that, being informed of the contents of the
said instrument, he or she, as such officer and with full authority, executed
the same voluntarily for and as the act of said corporation.

          GIVEN under my hand and seal of office, this 22nd day of December, 
1988.

                                       /s/  Robert A. Selak    
                                       ---------------------------------
                                            Notary Public

(SEAL)
                                       My commission expires:__________  

                                       ROBERT A. SELAK, Attorney at Law
                                       Notary Public, State of Ohio
                                       My Commission has no expiration date.
                                       Section 147.03 O. R. C.
   
                                      -38-
<PAGE>
 
                                  EXHIBIT "A"

                                      to
 
                            Lease Agreement between
                     THE INDUSTRIAL DEVELOPMENT BOARD OF 
                       THE CITY OF PHENIX CITY, ALABAMA 
                                      and
                            MEAD COATED BOARD, INC.
                         dated as of December 1, 1988


                          DESCRIPTION OF PROJECT LAND
                          ---------------------------

The Project Land includes the following property:

              NEW RECLAIM PLATE FEED AND CONVEYOR AREA (C-28511),
              ---------------------------------------------------  
                CHIPS CONVEYOR TO SCREEN HOUSE AREA (C-28513),
                ----------------------------------------------
                     AND CHIPS SCREEN HOUSE AREA (C-28515)
                     -------------------------------------

     All that portion of land and structures lying 13' on each side of the
following described centerline and also including any specifically noted areas
which extend beyond said centerline strip:

     Commence at a monument having grid coordinates N 792,350.00, E 234,500.00,
of the West Zone of the State Georgia Coordinate System; and lying in Section
28, T 14 N, R 30 E, County of Russell, State of Alabama; thence N 63(degree) 51'
31" E, 790.90' to the point of beginning; thence N 90(degree) 00' W, 82.00;
thence S 0' 00" W, 8.75'; thence N 90(degree) 00' W, 232.22'; thence S
15(degree) 17' 15" E, 479.72' to a point on the northmost side of a rectangular
area (Chip Screen House) which parallels last said course and is 75.0' north to
south (7.00' of which is west of last said course) by 49.0' east to west; said
rectangular area being the point of ending; said land being 0.56 + acres;


                 CHIPS CONVEYOR TO PINE STORAGE AREA (C-28538)
                 ---------------------------------------------       

     All that portion of land and structures lying 14' on each side of the
following described centerline:

                                      -39-
<PAGE>
 
     Commence at a monument having grid coordinates N 792,350.00, E 234,500.00,
of the West Zone of the State of Georgia Coordinate System; and lying in Section
28, T 14 N, R 30 E, County of Russell, State of Alabama; thence N 45(degree) 24'
34" E, 692.79' to the point of beginning; thence S 36(degree) 51' 02" E, 454.94'
to the point of ending; said land being 0.29 (plus or minus) acres;


            CHIPPER DISCHARGE CONVEYOR AREA (C-28536) AND CHIPS TO
            ------------------------------------------------------
                   HARDWOOD STORAGE CONVEYOR AREA (C-28537)
                   ----------------------------------------              

     All that portion of land and structures lying 14' on each side of the
following described centerline and also including any specifically noted areas
which extend beyond said centerline strip:

     Commence at a monument having grid coordinates N 792,350.00, E 234,500.00,
of the West Zone of the State of Georgia Coordinate System; and lying in Section
28, T 14 N, R 30 E, County of Russell, State of Alabama; thence N 71(degree) 34'
06" E, 600.24' to the point of beginning; thence S 71(degree) 04' 32" E,
640.91'; thence N 50(degree) 08' 32" E, 61.59' to the point of ending; said land
being 0.45 (plus or minus) acres;


                   CHIP CONVEYOR TO DIGESTER AREA (C-28521),
                   -----------------------------------------          
                  CHIP CONVEYOR TO SURGE BIN AREA (C-28519),
                  ------------------------------------------ 


                         AND CHIP SILO AREA (C-28520)
                         ----------------------------         

     All that portion of land and structures lying 14' on each side of the
following described centerline and also including any specifically noted areas
which extend beyond said centerline strip:

     Commence at a monument having grid coordinates N 792,350.00, E 234,500.00,
of the West Zone of the State of Georgia Coordinate System; and lying in Section
28, T 14 N, R 30 E, County of Russell, State of Alabama; thence S 48(degree) 21'
59" W, 84.29' to the point of beginning; thence S 56(degree) 07' 32" E, 319.22'
to the center of a circular area (Chip Silo) with a radius of 15.00' and a
central angle of 360(degree) 00' bounded by a rectangular structure 32' -6"
(plus or minus) East-West and 32' -6" (plus or minus) North-South; thence N 82
(degree) 51' 32" E, 355.48' to the point of ending; said land being 0.45 (plus
or minus) acres;

                                      -40-
<PAGE>
 
 
                  NEW WASHER FACILITY AND BATCH DIGESTER AREA
                  -------------------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence N 48(degree) 06' 06" W, 35.94' to the point of beginning (N
     792,374.0, E 234,473.25); thence S 0(degree) 00' W, 133.50'; thence N
     90(degree) 00' W, 103.39'; thence S 0(degree) 00' W, 103.50'; thence
     90(degree) 00' W, 48.00'; thence N 0(degree) 00' W, 55.75'; thence N
     90(degree) 00' W, 80.00'; thence S 0(degree) 00' W, 42.75'; thence N
     90(degree) 00' W, 63.00'; thence N 0(degree) 00' W, 110.00'; thence N
     45(degree) 00' E, 55.00'; thence N 0(degree) 00' W, 23.11'; thence N
     90(degree) 00' E, 23.00'; thence N 0(degree) 00' W, 23.25'; thence N
     90(degree) 00' E, 170.00'; thence N 0(degree) 00' W, 28.75'; thence N
     90(degree) 00' E, 62.50' to the point of beginning; said area being 1.01
     (plus or minus) acres;


            MILL WATER COOLING TOWER AND NEW REACTOR CLARIFIER AREA
            -------------------------------------------------------
    
          All that portion of land, and structures lying thereon, in Section 28,
      T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
      described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
      234,500.00, of the West Zone of the State of Georgia Coordinate System;
      thence S 48(degree) 46' 07" W, 591.71' to the point of beginning (N
      791,960.0 E 234,055.0); thence S 0(degree) 00' W, 170.00'; thence N
      90(degree) 00' W, 111.00; thence N 0(degree) 00' W, 170.00'; thence N
      90(degree) 00' E, 111.00' to the point of beginning; said land being 0.43
      (plus or minus) acres;

                       TURPENTINE RECOVERY FACILITY AREA
                       ---------------------------------
 
          All that portion of land, and structures lying thereon, in Section 28,
      T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
      described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
      234,500.00, of the West Zone of the State of Georgia Coordinate System;
      thence S 63(degree) 26' 06" W, 11.18' to the point of beginning (N
      792,345.0, E 234,490.0); thence N 0' 00" W, 30.00'; thence N 90(degree)
      00" E, 20.00'; thence S 0(degree) 00' W, 30.00'; thence N 90(degree) 00'
      W, 20.00' to the point of beginning; said land being 0.01 (plus or minus)
      acres;

                                     -41-
<PAGE>
 
          LOG STORAGE AREA (C-28522), LOG FEED DECKS AREA (C-28523),
          ----------------------------------------------------------

           DRUM AREA (C-28525), VIBRATING CONVEYORS AREA (C-28532),
           ---------------------------------------------------------

              CHIPPER POWER FEED ROLLS AREA (C-28528), CHIP BLDG.
              ---------------------------------------------------

         AREA (C-28535), AND BARK COLLECTING CONVEYOR AREA (C-28531)
         ------------------------------------------------------------

     All that portion of land, and structures lying thereon, in Section 28, T 14
N, R 30 E, County of Russell, State of Alabama, more particularly described as
follows:

     Commence at a monument having grid coordinates N 792,350.00, E 234,500.00,
of the West Zone of the State of Georgia Coordinate System; thence N 80(degrees)
22' 54" E, 879.79' to the point of beginning; thence N 0(degrees) 00' W,
326.00'; thence N 90(degrees) 00' E, 711.08'; thence S 0(degrees) 00' W,
326.00'; thence N 90(degrees) 00' W, 328.00'; thence S 0(degrees) 00' W,
188.00'; thence N 90(degrees) 00' W, 50.00'; thence N 0(degrees) 00' W, 188.00';
thence N 90(degrees) 00' W, 333.08' to the point of beginning; said land being
5.54 (plus or minus) acres;

                        AREA "B" MAINTENANCE SHOP AREA
                        ------------------------------

     All that portion of land, and structures lying thereon, in Section 28, T 14
N, R 30 E, County of Russell, State of Alabama, more particularly described as
follows:

     Commence at a monument having grid coordinates N 792,350.00, E 234,500.00,
of the West Zone of the State of Georgia Coordinate System; thence S 11(degrees)
04' 57" W, 197.69' to the point of beginning (N 792,156.0, E 234,462.0); thence
S 0(degrees) 00" W, 82.00'; thence N 90(degrees) 00" W, 52.00'; thence N
0(degrees) 00' W, 82.00'; thence N 90(degrees) 00' E, 52.00 to the point of
beginning; said land being 0.10 (plus or minus) acres;


                       NEW LIM KILN/RECAUSTICIZING AREA
                       --------------------------------

     All that portion of land, and structures lying thereon, in Section 28,
T 14 N, R 30 E, County of Russell, State of Alabama, more particularly described
as follows:

     Commence at a monument having grid coordinates N 793,150.19, E 233,250.02,
of the West Zone of the State of Georgia Coordinate System; thence N 
70(degrees) 51' 29" E, 267.79' to the point of beginning (793,238.0 E 233,503.
0); thence N 90(degrees)

                                      -42-
<PAGE>
 
00' E, 399.23'; thence S 0(degrees) 00' W, 50.00'; thence N 90(degrees) 00' E,
45.00'; thence S 0(degrees) 00' W, 78.00'; thence N 90(degrees) 00' W, 444.23';
thence N 0(degrees) 00' W, 128.00' to the point of beginning; said land being
1.25 (plus or minus) acres;

                          NO. 2 RECOVERY BOILER AREA
                          --------------------------

     All that portion of land, and structures lying thereon, in Section 28, T 14
N, R 30 E, County of Russell, State of Alabama, more particularly described as
follows:

     Commence at a monument having grid coordinates N 793,150.19, E 233,250.02,
of the West Zone of the State of Georgia Coordinate System; thence S 40(degrees)
16' 34" E, 439.77' to the point of beginning (N 792,814.67, E 233,534.32');
thence N 90(degrees) 00' E, 36.30'; thence N 0(degrees) 00' W, 20.50'; thence N
90(degrees) 00' E, 72.26'; thence N 0(degrees) 00' W, 14.83'; thence N
90(degrees) 00' E, 110.50'; thence S 0(degrees) 00' W, 42.58'; thence N
90(degrees) 00' E, 26.00'; thence S 0(degrees) 00' W, 81.00'; thence N
90(degrees) 00' W, 51.00'; thence N 0(degrees) 00' W, 25.12'; thence N
90(degrees) 00' W, 85.50'; thence N 00(degrees) 00' W, 8.63'; thence N
90(degrees) 00' W, 72.26'; thence N 90(degrees) 00' W, 20.50'; thence N
0(degrees) 00' W, 36.30'; thence N 0(degrees) 00' W, 34.00' to the point of
beginning; said land being 0.47 (plus or minus) acres;

                      NEW EVAPORATORS AND NEW TANKS AREA
                      ----------------------------------

     All that portion of land, and structures lying thereon, in Section 28,
T 14 N, R 30 E, County of Russell, State of Alabama, more particularly described
as follows:

     Commence at a monument having grid coordinates N 793,150.19, E 233,250.02,
of the West Zone of the State of Georgia Coordinate System; thence S 62(degrees)
01' 33" E, 637.83' to the point of beginning (N 792,851.0, E 233,813.33); thence
N 90(degrees) 00' E, 246.67'; thence along an arc South and East 53.41' having a
radius of 34.00' with a central angle of 90(degrees) 00'; thence S 0(degrees)
00' W, 135.33'; thence along an arc South and West 53.41' having a radius of
34.00' with a central angle of 90(degrees) 00'; thence N 90(degrees) 00' W,
34.00'; thence N 0(degrees) 00' W, 99.79'; thence N 90(degrees) 00' W, 69.00';
thence N 59(degrees) 47' 19" W, 91.42'; thence N 90(degrees) 00' W, 64.67';
thence N 0(degrees) 00' W, 57.54' to the point of beginning; said land being
0.72 (plus or minus) acres;

                                      -43-
<PAGE>
 
     (collectively, the "Unimproved Land"); less, in each case, any structures
     constructed and leased pursuant to a Lease Agreement dated July 1, 1977,
     and recorded in Deed Book 550 at Pages 51-94 (as amended to date, the "1977
     Lease") under which Lessor leased to Georgia Kraft Company ("Georgia
     Kraft") a parcel of land in Russell County, Alabama as more particularly
     described in Exhibit A to the Lease (the "1977 Land"), together with
     certain items of equipment described in Exhibit B to the 1977 Lease
     (Georgia Kraft has assigned its interest in the 1977 Lease to Mead Coated
     Board, Inc.);

together with the following easements:

          (a)  An easement and right for pedestrian and vehicular traffic to use
     all present and future walks, railroads, roads, driveways and docks upon
     the Board Premises (the 1977 Land less and except the 1988 Land) in order
     to provide all necessary or convenient ingress or egress between the
     Unimproved Land and railroads, public roads and highways and the
     Chattahoochee River and to permit passage between the Unimproved Land and
     the Board Premises;

          (b)  An easement and right for the passage of pedestrians and vehicles
     and for the construction, erection, installation, operation, maintenance,
     renewal, replacement and use of material conveying systems, including
     without limitation pipelines, through any part of the Board Premises
     necessary or convenient in order to assure the passage of equipment, raw
     materials, items in the process of manufacture, and finished products from
     the Unimproved Land to the Board Premises, including without limitation
     such rights and easements as are necessary for the movement of personnel,
     vehicles and materials among and between the various parcels of land
     comprising the Board Premises in order to permit and facilitate the
     operation of the Project;

          (c)  An easement and right to erect, install, construct, maintain,
     renew, replace and use on, over and under any part of the Board Premises,
     such pipes, conduits, and wires as are necessary or convenient to insure
     access to and an adequate system for or supply of gas, oil, steam,
     compressed air, process and space heat, water, fire protection, sewage and
     industrial waste disposal, electricity, communications, instrumentation and
     control, and other similar facilities to the Unimproved Land and the
     Project including, without limitation, the right to make connections with
     machinery,

                                      -44-
<PAGE>
 
     equipment, pipes, conduits and wires, structures and other improvements and
     appurtenances thereto, on the Board Premises; and

          (d)  An easement and right to create and maintain upon the Board
     Premises encroachments of equipment, structures or other improvements which
     will be included on the Unimproved Land and within the Project as presently
     planned, and any similar replacements or substitutions of portions of the
     Project for as long as any such equipment, structures or other improvements
     remain standing, including without limitation the rights of lateral or
     party wall support, and to connect any such equipment, structure or other
     improvements to any structure or improvement on the Board Premises;

but subject to the following easements over the Unimproved Land in favor of the
Board Premises:

          (a)  An easement and right for pedestrian and vehicular traffic to use
     all present and future walks, railroads, roads, driveways and docks upon
     the Unimproved Land in order to provide all necessary or convenient ingress
     and egress among and between all portions of the Board Premises and between
     the Board Premises and the Unimproved Land, including without limitation
     portions on which additional improvements may be erected, and railroads,
     public works and highways and the Chattahoochee River and to permit passage
     among and between the various parcels of land comprising the Board
     Premises;

          (b)  An easement and right for the passage of pedestrians, vehicles,
     and for the construction, installation, operation, maintenance, renewal,
     replacement and use of material conveyance systems, including without
     limitation, pipelines, through any part of the Unimproved Land necessary or
     convenient in order to assure the passage of equipment, and finished
     products from one portion of the Board Premises to another or between the
     Board Premises and the Unimproved Land, including, without limitation such
     rights and easements as are necessary for the movement of personnel,
     vehicles and material among and between the various parcels of land
     comprising the Board Premises in order to permit and facilitate the
     operation of any facilities located on the Board Premises;

                                      -45-
<PAGE>
 
          (c)  An easement and right to erect, install, construct, maintain,
     renew, replace and use on, over and under any part of the Unimproved Land,
     such pipes, conduits, and wires and appurtenances as are necessary or
     convenient to assure access to and an adequate system for or supply of gas,
     oil, steam, compressed air, process and space heat, water, fire protection,
     sewage and industrial waste disposal, electricity, communications,
     instrumentation and control, and other similar facilities to the Board
     Premises, including without limitation, the right to make connections with
     machinery, equipment, pipes, conduits and wires, structures and other
     improvements and appurtenances thereto, on the Unimproved Land; and

          (d)  An easement and right to maintain any present equipment,
     structures or other improvements included within the facilities presently
     located on the Board Premises as encroachments upon the Unimproved Land as
     long as any such equipment, structures or other improvements remain
     standing, and to construct and maintain similar encroachments on the
     Unimproved Land in respect of any additional improvements constructed
     adjacent to the Unimproved Land, as long as any such additional
     improvements remain standing, including without limitation the rights of
     lateral or party wall support, and to connect such additional improvements
     to any structure or any improvements on the Unimproved Land.

                                     -46-
<PAGE>
 
                                  EXHIBIT "B"

                                      to

                            Lease Agreement between
                     THE INDUSTRIAL DEVELOPMENT BOARD OF 
                       THE CITY OF PHENIX CITY, ALABAMA 
                                      and
                           MEAD COATED BOARD, INC. 
                         dated as of December 1, 1988

                    PROJECT SUMMARY - INDUSTRIAL FACILITIES

                            RUSSELL COUNTY, ALABAMA

The Project in an expansion of an existing coated linerboard mill (the "Mill")
in Russell County, Alabama owned by the Board and leased to the Company. The
Project consists primarily of a paper machine to product coated linerboard, such
machine having an annual production capacity of approximately 400,000 tons of
coated linerboard. The Project also includes other related facilities, including
an expansion of and additions to the existing wood yard and wood handling
equipment; a new bleach plant; a new recovery boiler; and a substantial
expansion of the Mill's existing effluent treatment system.

                                     -47-
<PAGE>
 
                                FIRST AMENDMENT
                                ---------------
                                      TO
                                      --
                                LEASE AGREEMENT
                                ---------------


          THIS FIRST AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made and 
entered into as of March 1, 1989, by and between THE INDUSTRIAL DEVELOPMENT 
BOARD OF THE CITY OF PHENIX CITY, ALABAMA (the "Board"), a public body corporate
and politic duly organized and existing under the Constitution and laws of the 
State of Alabama, and MEAD COATED BOARD, INC., a Delaware corporation (the 
"Company").

                                R E C I T A L S
                                - - - - - - - -  

          The Board has previously issued and sold $85,000,000 in aggregate 
principal amount of The Industrial Development Board of the City of Phenix City,
Alabama Industrial Development Revenue Bonds (Mead Coated Board Project), Series
1988A (the "Series 1988A Bonds"), pursuant to a Trust Indenture, dated as of 
December 1, 1988 (the "Original Indenture"), from the Board to AmSouth Bank 
N.A., as Trustee (the "Trustee").

          The Board has used the proceeds of the sale of the Series 1988A Bonds
for use in the payment of outstanding industrial development temporary borrowing
notes (the "Notes") issued by the Board for the purpose of funding the
acquisition, construction and installation of a coated natural kraft mill and
related facilities (the "Project") in connection with certain industrial
facilities located near Phenix City, Alabama. The Project is owned by the Board
and leased to the Company pursuant to a Lease Agreement dated as of December 1,
1988 (the "Agreement"). The Agreement obligates the Company to make rental
payments in such amounts and at such times as will provide for the payment of
the principal and interest on the Series 1988A Bonds as the same becomes due and
payable.

          Under Article IV of the Original Indenture, the Board is permitted to
issue Additional Bonds (as defined in the Original Indenture) in order to pay
additional Notes issued by the Board in connection with the Project. In that
connection, the Board is issuing $43,000,000 in aggregate principal amount of
Industrial Development Revenue Bonds (Mead Coated Board Project), Series 1989A
(the "Series 1989A Bonds"), pursuant to the Indenture as supplemented by a First
Supplemental Trust Indenture dated as of March 1, 1989 (the "Supplemental
Indenture") from the Board to the Trustee. The Original Indenture as
supplemented by the Supplemental Indenture is hereinafter referred to as the
"Indenture".

                                       


<PAGE>
 
          NOW, THEREFORE, as contemplated by Section 4.5 of the Agreement and in
accordance with Section 1501 of the Original Indenture, the parties hereto 
desire to amend the Agreement as follows:

                                   ARTICLE I

                     PROVISIONS FOR AMENDING THE AGREEMENT
                     -------------------------------------

          Section 1.1  Amendment of Section 5.3 of the Agreement. The term 
          -----------  -----------------------------------------
"Bonds" as used in Section 5.3 of the Agreement shall include the Series 1989A 
Bonds.

          Section 1.2  Terms of Agreement Applicable to Series 1989A Bonds. All 
          -----------  ---------------------------------------------------
terms, conditions, representations and covenants set forth in the Agreement 
applicable to the Series 1988A Bonds and not specifically otherwise provided for
in the Indenture, any supplements thereto or the Agreement, shall apply with 
full force and effect to the Series 1989A Bonds. Without limiting the foregoing,
all references in the Agreement to the "Bonds" shall be deemed to mean the 
Series 1988A Bonds and the Series 1989A Bonds, including without limitation the 
provisions of Section 5.3 of the Agreement relating to the payment of rents.

          Section 1.3  Representations and Warranties by the Board. The Board
          -----------  -------------------------------------------
     makes the following representations and warranties as the basis for the
     undertakings on its part herein contained:

          (a) Organization and Authority. The Board is a public corporation duly
              --------------------------
     organized and validly existing under the provisions of the Act by authority
     of a resolution adopted by the Board of Commissioners of the City on June
     14, 1960 and a Certificate of Incorporation duly filed for record on
     October 17, 1960, in the office of the Judge of Probate of Russell County,
     Alabama, which Certificate of Incorporation has not been amended or been
     revoked and is of full force and effect. The Board has all requisite power
     and authority under the Act (1) to issue the Series 1989A Bonds, (2) to use
     the proceeds thereof to refund the Notes issued to pay the cost to acquire,
     construct and install the Project, (3) to own, lease, encumber and dispose
     of the Project, and (4) to enter into, and perform its obligations under,
     the Indenture, the Agreement and this Amendment. This Amendment and the
     Supplemental Indenture have been duly authorized, executed and delivered by
     the Board and are legal, valid and binding agreements enforceable against
     the Board in accordance with their respective terms.

          (b) Pending Litigation. There are no actions, suits, proceedings,
              ------------------
     inquiries or investigations pending, or to the knowledge of the Board
     threatened, against or

                                      -2-
     
<PAGE>
 
     affecting the Board in any court or before any governmental authority or
     arbitration board or tribunal, which adversely affect the validity or
     enforceability of the Series 1989A Bonds, the Indenture, the Agreement,
     this Amendment, or any agreement or instrument to which the Board is a
     party and which is used or contemplated for use in the consummation of the
     transactions contemplated hereby or thereby.

          (c) Issue, Sale and Other Transactions Are Legal and Authorized. The
              -----------------------------------------------------------
     issue and sale or the Series 1989A Bonds and the execution and delivery by
     the Board of the Supplemental Indenture and this Amendment and the
     compliance by the Board with all of the provisions of each thereof and of
     the Series 1989A Bonds (i) are within the purposes, powers and authority of
     the Board, (ii) to the best of the knowledge of the Board, have been done
     in full compliance with the provisions of the Act, are legal and will not
     conflict with or constitute on the part of the Board a violation of or a
     breach of or default under, or result in the creation of any lien or
     encumbrance (other than Permitted Encumbrances under the Agreement) upon
     any property of the Board under the provisions of, its certificate of
     incorporation or Bylaws, or any indenture, mortgage, deed of trust, note
     agreement or other agreement or instrument to which the Board is a party or
     by which the Board is bound, or any license, judgment, decree, law,
     statute, order, rule or regulation of any court or governmental agency or
     body having jurisdiction over the Board or any of its activities or
     properties, and (iii) have been duly authorized by all necessary corporate
     action on the part of the Board.

          (d) Governmental Consents. Neither the nature of the Board nor any of
              ---------------------
     its activities or properties, nor any relationship between the Board and
     any other person, nor any circumstance in connection with the offer, issue,
     sale or delivery of any of the Series 1989A Bonds is such as to require the
     consent, approval or authorization of, or the filing, registration or
     qualification with, any governmental authority on the part of the Board in
     connection with the execution, delivery and performance of the Supplemental
     Indenture and this Amendment, or the offer, issue, sale or delivery of the
     Series 1989A Bonds, other than (i) the filing with the Alabama Securities
     Commission of the notification of the Board's intention to issue the Series
     1989A Bonds required by Act No. 586 enacted at the 1978 Regular Session of
     the Legislature of the State and the issuance by the Director of the
     Alabama Securities Commission of such Certificate of

                                      -3-

<PAGE>
 
     Notification as may be required by said Act, and (ii) the due filing and
     recording of this Amendment, the Supplemental Indenture and the financing
     statements covering the security interests created hereunder and under the
     Indenture. The Board has filed the notification referred to in (i) of the
     preceding sentence and the Director of the Alabama Securities Commission
     has issued a Certificate of Notification applicable to the Series 1989A
     Bonds, which Certificate of notification has not been revoked or rescinded
     and is in full force and effect.

          (e) No Defaults.  The Board is not in default under the Act or under
              -----------
     its Certificate of Incorporation or Bylaws or any other agreement or
     instrument to which it is a party or by which is bound.

          Section 1.4  Representations and Warranties by the Company. The 
          -----------  ---------------------------------------------
Company makes the following representations and warranties as the basis for the
undertakings on its part herein contained:

          (a) The Company (i) is a corporation duly organized, validly existing
     and in good standing under the laws of the State of Delaware, (ii) has all
     requisite corporate power and authority to carry on its business as now
     being conducted and as presently proposed to be conducted, and (ii) has
     duly qualified and is authorized to do business and is in good standing as
     a foreign corporation in the State.

          (b) The Company has the corporate power and has been duly authorized
     to enter into this Amendment and to perform all of its obligations
     hereunder.

          (c) The willingness of the Board to issue the Series 1989A Bonds for
     purposes of financing costs of acquiring, constructing, and installing the
     Project, and to lease the Project to the Company, has induced the Company
     to locate the Project within the State of Alabama and, more particularly,
     within 25 miles of the City.

          (d) The Company is not subject to any contractual or other limitation
     or provision of any nature whatsoever which in any material way limits,
     restricts or prevents the Company from entering into this Amendment, or
     performing any of its obligations hereunder; and the execution and delivery
     of this Amendment, the consummation of the transactions contemplated
     hereby, and the fulfillment of or compliance with the terms and conditions
     of this

                                      -4-

<PAGE>
 
     Amendment will not conflict with or result in a breach of the terms,
     conditions or provisions of any restriction, agreement or instrument to
     which the Company is a party or by which it is bound, or constitute a
     default under any of the foregoing.

          (e) No event has occurred and no condition exists that would
     constitute an "Event of Default" under the Agreement or this Amendment
     which, with the lapse of time or with the giving of notice or both, would
     become an "Event of Default" under the Agreement or this Amendment.

          (f) To the best of its knowledge and belief, the Company is not in
     violation of any laws, ordinances, governmental rules or regulations to
     which it is subject and has no failed to obtain any licenses, permits,
     franchises or other governmental authorizations necessary to the ownership
     of its properties or to the conduct of its business, which violation or
     failure to obtain would reasonably be expected to materially and adversely
     affect the ability of the Company to perform its obligations under this
     Amendment.

                                  ARTICLE II

                                 MISCELLANEOUS
                                 -------------

          Section 2.1  Agreement and Amendment as One Document. As amended by 
          -----------  ---------------------------------------
this Amendment, the Agreement is in all respects ratified and confirmed and the 
Agreement and this Amendment shall be read, taken and construed as one and the 
same instrument.

          Section 2.2  References. All references herein or in the Agreement to 
          -----------  ---------- 
any Article, Section or provision of the Agreement shall refer to any such 
Article, Section or provision as hereby amended.

          Section 2.3  Counterparts. This Amendment may be simultaneously 
          -----------  ------------
executed in several counterparts, each of which shall be an original and all of 
which shall constitute but one and the same instrument.

          Section 2.4  Captions. The captions or headings in this Amendment are 
          -----------  --------
for convenience only and in no way define, limit or describe the scope or intent
of any provision of this Amendment.

          Section 2.5  Applicable Law. This Amendment shall be construed in 
          -----------
accordance with the laws of the State of Alabama.

                                      -5-


    
<PAGE>
 
          IN WITNESS WHEREOF, the Board and the Company have caused this 
Amendment to be executed in their respective corporate names as of the date
first written above.

                                       THE INDUSTRIAL DEVELOPMENT BOARD OF
                                       THE CITY OF PHENIX CITY, ALABAMA

                                       By: Kenneth A. Roberts
                                           -------------------------------------
                                           Chairman

      
                                       MEAD COATED BOARD, INC.

                                       By: W. D. Bloebaum, Jr.
                                           -------------------------------------
                                           Title: Treasurer

                                      -6-
<PAGE>
 
                            ACKNOWLEDGMENT OF BOARD

STATE OF ALABAMA

COUNTY OF RUSSELL

          I, Sydney S. Smith, a Notary Public in and for said County in said 
State, hereby certify that Kenneth A. Roberts, whose name as Chairman of 
the Board of Directors of THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PHENIX
CITY, ALABAMA, a public corporation and instrumentality under the laws of the 
State of Alabama, is signed to the foregoing instrument and who is known to me, 
acknowledged before me on this day that, being informed of the contents of the 
said instrument, he, as such officer and with full authority, executed the same 
voluntarily for and as the act of said public corporation.

          GIVEN under my hand and seal of office, this 24th day of February, 
1989.

                                       /s/ Sydney S Smith
                                       -------------------
                                           Notary Public

(SEAL)
                                       My commission expires: 2/25/92

                                      -7-
<PAGE>
 
                           ACKNOWLEDGMENT OF COMPANY

STATE OF OHIO

COUNTY OF MONTGOMERY

          I, ____________________, A Notary Public in and for said County in 
said State, hereby certify that William D. Bloebaum, Jr., whose name as 
Treasurer of MEAD COATED BOARD, INC., a corporation organized and existing under
the laws of the State of Delaware, is signed to the foregoing instrument and who
is known to me, acknowledged before me on this day that, being informed of the 
contents of the said instrument, he, as such officer and with full authority, 
executed the same voluntarily for and as the act of said corporation.

          GIVEN under my hand and seal of office, this 1st day of March, 1989.


                                       /s/ Charity K. Burgess
                                       -------------------------
                                       Notary Public

(SEAL)

                                       My commission expires: July 29, 1989

                                      -8-
<PAGE>
 
                                  EXHIBIT "A"

                                      to

                  First Amendment To Lease Agreement between
                      THE INDUSTRIAL DEVELOPMENT BOARD OF
                       THE CITY OF PHENIX CITY, ALABAMA
                                      and
                            MEAD COATED BOARD, INC.
                           dated as of March 1, 1989

                          DESCRIPTION OF PROJECT LAND
                          ---------------------------

The Project Land includes the following property:

              NEW RECLAIM PLATE FEED AND CONVEYOR AREA (C-28511),
              ---------------------------------------------------

                CHIPS CONVEYOR TO SCREEN HOUSE AREA (C-28513),
                ----------------------------------------------

                     AND CHIPS SCREEN HOUSE AREA (C-28515)
                     -------------------------------------

          All that portion of land and structures lying 13' on each side of the 
following described centerline and also including any specifically noted areas 
which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00, E
234,500.00, of the West Zone of the State Georgia Coordinate System; and lying
in Section 28, T 14 N, R 30 E, County of Russell, State of Alabama; thence N 63
degrees 51' 31" E, 790.90' to the point of beginning; thence N 90 degrees 00'
W, 82.00; thence S 0' 00" W, 8.75'; thence N 90 degrees 00' W, 232.22'; thence S
15 degrees 17' 15" E, 479.72' to a point on the northmost side of a rectangular
area (Chip Screen House) which parallels last said course and is 75.0' north to
south (7.00' of which is west of last said course) by 49.0' east to west; said
rectangular area being the point of ending; said land being 0.56+ acres;

                 CHIPS CONVEYOR TO PINE STORAGE AREA (C-28538)
                 ---------------------------------------------

          All that portion of land and structures lying 14' on each side of the 
following described centerline:

                                      -9-
<PAGE>
 
          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System; and
     lying in Section 28, plus 14 N, R 30 E, County of Russell, State of
     Alabama; thence N 45 degrees 24' 34" E, 692.79' to the point of beginning;
     thence S 36 degrees 51' 02" E, 454.94' to the point of ending; said land
     being 0.29 (plus or minus) acres;

            CHIPPER DISCHARGE CONVEYOR AREA (C-28536) AND CHIPS TO
            ------------------------------------------------------

                   HARDWOOD STORAGE CONVEYOR AREA (C-28537)
                   ----------------------------------------

          All that portion of land and structures lying 14' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System; and
     lying in Section 28, T 14 N, R 30 E, County of Russell, State of Alabama;
     thence N 71 degrees 34' 06" E, 600.24' to the point of beginning; thence S
     71 degrees 04' 32" E, 640.91'; thence N 50 degrees 08' 32" E, 61.59' to the
     point of ending; said land being 0.45 (plus or minus) acres;

                   CHIP CONVEYOR TO DIGESTER AREA (C-28521),
                   -----------------------------------------

                  CHIP CONVEYOR TO SURGE BIN AREA (C-28519),
                  ------------------------------------------

                         AND CHIP SILO AREA (C-28520)
                         ----------------------------

          All that portion of land and structures lying 14' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System; and
     lying in Section 28, T 14 N, R 30 E, County of Russell, State of Alabama;
     thence S 48 degrees 21' 59" W, 84.29' to the point of beginning; thence S
     56 degrees 07' 32" E, 319.22' to the center of a circular area (Chip Silo)
     with a radius of 15.00' and a central angle of 360 degrees 00' bounded by a
     rectangular structure 32' -6" (plus or minus) East-West and 32' -6" (plus
     or minus) North-South; thence N 82 degrees 51' 32" E, 355.48' to the point
     of ending; said land being 0.45 (plus or minus) acres;

                                     -10-

<PAGE>
 
                  NEW WASHER FACILITY AND BATCH DIGESTER AREA
                  -------------------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, 
     E 234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence N 48 degrees 06' 06" W, 35.94' to the point of beginning (N
     792,374.0, E 234,473.25); thence S 0 degrees 00' W, 133.50'; thence N 90
     degrees 00' W, 103.39'; thence S 0 degrees 00' W, 103.50'; thence 90
     degrees 00' W, 48.00'; thence N 0 degrees 00' W, 55.75'; thence N, 90
     degrees 00' W, 80.00'; thence S 0 degrees 00' W, 42.75'; thence, N 90
     degrees 00' W, 63.00'; thence N 0 degrees 00' W, 110.00'; thence N 45
     degrees 00' E, 55.00'; thence N 0 degrees 00' W, 23.11'; thence N 90
     degrees 00' E, 23.00'; thence N 0 degrees 00' W, 23.25'; thence N 90
     degrees 00' E, 170.00'; thence N 0 degrees 00' W, 28.75'; thence N 90
     degrees 00' E, 62.50' to the point of beginning; said area being 1.01 (plus
     or minus) acres;


            MILL WATER COOLING TOWER AND NEW REACTOR CLARIFIER AREA
            -------------------------------------------------------

         All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

         Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 48 degrees 46' 07" W, 591.71' to the point of beginning (N
     791,960.0 E 234,055.0); thence S 0 degrees 00' W, 170.00'; thence N 90
     degrees 00' W, 111.00; thence N 0 degrees 00' W, 170.00'; thence N 90
     degrees 00' E, 111.00' to the point of beginning; said land being 0.43
     (plus or minus) acres;

                       TURPENTINE RECOVERY FACILITY AREA
                       --------------------------------- 

         All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

         Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 63 degrees 26' 06" W, 11.18' to the point of beginning 
     (N 792,345.0, E 234,490.0); thence N 0' 00" W, 30.00'; thence N 90 degrees
     00" E, 20.00'; thence S 0 degrees 00' W, 30.00'; thence N 90 degrees 00' W,
     20.00' to the point of beginning; said land being 0.01 (plus or minus)
     acres;

                                     -11-
<PAGE>
 
          LOG STORAGE AREA (C-28522), LOG FEED DECKS AREA (C-28523),
          ----------------------------------------------------------

           DRUM AREA (C-28525), VIBRATING CONVEYORS AREA (C-28532),
           --------------------------------------------------------

              CHIPPER POWER FEED ROLLS AREA (C-28528), CHIP BLDG.
              ---------------------------------------------------

          AREA (C-28535), AND BARK COLLECTING CONVEYOR AREA (C-28531)
          -----------------------------------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00 of the West Zone of the State of Georgia Coordinate System;
     thence N 80(degrees) 22' 54" E, 879.79' to the point of beginning; thence N
     0(degrees) 00' W, 326.00'; thence N 90(degrees) 00' E, 711.08'; thence S
     0(degrees) 00' W, 326.00'; thence N 90(degrees) 00' W, 328.00'; thence S
     0(degrees) 00' W, 188.00'; thence N 90(degrees) 00' W, 50.00'; thence N
     0(degrees) 00' W, 188.00'; thence N 90(degrees) 00' W, 333.08' to the point
     of beginning; said land being 5.54 (plus or minus) acres;

                        AREA "B" MAINTENANCE SHOP AREA
                        ------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 11(degrees) 04' 57" W, 197.69' to the point of beginning (N
     792,156.0, E 234,462.0); thence S 0(degrees) 00" W, 82.00'; thence N
     90(degrees) 00" W, 52.00'; thence N 0(degrees) 00' W, 82.00'; thence N
     90(degrees) 00' E, 52.00 to the point of beginning; said land being 0.10
     (plus or minus) acres;


                       NEW LIM KILN/RECAUSTICIZING AREA
                       --------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02, of the West Zone of the State of Georgia Coordinate System;
     thence N 70(degrees) 51' 29" E, 267.79' to the point of beginning
     (793,238.0 E 233,503.0); thence N 90(degrees)

                                     -12-

<PAGE>
 
     00' E, 399.23'; thence S 0' 00' W, 50.00'; thence N 90 degrees 00' E,
     45.00'; thence S 0 degrees 00' W, 78.00'; thence N 90 degrees 00' W,
     444.23'; thence N 0 degrees 00' W, 128.00' to the point of beginning; said
     land being 1.25 (plus or minus) acres;

                          NO. 2 RECOVERY BOILER AREA
                          --------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02, of the West Zone of the State of Georgia Coordinate System;
     thence S 40 degrees 16' 34" E, 439.77' to the point of beginning (N
     792,814.67, E 233,534.32'); thence N 90 degrees 00' E, 36.30'; thence N 0
     degrees 00' W, 20.50'; thence N 90 degrees 00' E, 72.26'; thence N 0
     degrees 00' W, 14.83'; thence N 90 degrees 00' E, 110.50'; thence S 0
     degrees 00' W, 42.58'; thence N 90 degrees 00' E, 26.00'; thence S 0' 00'
     W, 81.00'; thence N 90 degrees 00' W, 51.00'; thence N 0 degrees 00" W,
     25.12'; thence N 90 degrees 00' W, 85.50'; thence N 00 degrees 00' W,
     8.63'; thence N 90 degrees 00' W, 72.26'; thence N 90 degrees 00' W,
     20.50'; thence N 0 degrees 00' W, 36.30'; thence N 0 degrees 00' W, 34.00'
     to the point of beginning; said land being 0.47 (plus or minus) acres;

                      NEW EVAPORATORS AND NEW TANKS AREA
                      ----------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02, of the West Zone of the State of Georgia Coordinate System;
     thence S 62 degrees 01' 33" E, 637.83' to the point of beginning (N
     792,851.0, E 233,813.33); thence N 90 degrees 00' E, 246.67'; thence along
     an arc South and East 53.41' having a radius of 34.00' with a central angle
     of 90 degrees 00'; thence S 0 degrees 00' W, 135.33'; thence along an arc
     South and West 53.41' having a radius of 34.00' with a central angle of 90
     degrees 00'; thence N 90 degrees 00' W, 34.00'; thence N 0 degrees 00' W,
     99.79'; thence N 90 degrees 00' W, 69.00'; thence N 59 degrees 47' 19" W,
     91.42'; thence N 90 degrees 00' W, 64.67'; thence N 0 degrees 00' W, 57.54'
     to the point of beginning; said land being 0.72 (plus or minus) acres;


                                     -13-


<PAGE>
 
     (collectively, the "Unimproved Land"); less, in each case, any structures
     constructed and leased pursuant to a Lease Agreement dated July 1, 1977,
     and recorded in Deed Book 550 at Pages 51-94 (as amended to date, the "1977
     Lease") under which Lessor leased to Georgia Kraft Company ("Georgia
     Kraft") a parcel of land in Russell County, Alabama as more particularly
     described in Exhibit A to the Lease (the "1977 Land"), together with
     certain items of equipment described in Exhibit B to the 1977 Lease
     (Georgia Kraft has assigned its interest in the 1977 Lease to Mead Coated
     Board, Inc.);

together with the following easements:

          (a)  An easement and right for pedestrian and vehicular traffic to use
     all present and future walks, railroads, roads, driveways and docks upon
     the Board Premises (the 1977 Land less and except the 1988 Land) in order
     to provide all necessary or convenient ingress or egress between the
     Unimproved Land and railroads, public roads and highways and the
     Chattahoochee River and to permit passage between the Unimproved Land and
     the Board Premises;

          (b)  An easement and right for the passage of pedestrians and vehicles
     and for the construction, erection, installation, operation, maintenance,
     renewal, replacement and use of material conveying systems, including
     without limitation pipelines, through any part of the Board Premises
     necessary or convenient in order to assure the passage of equipment, raw
     materials, items in the process of manufacture, and finished products from
     the Unimproved Land to the Board Premises, including without limitation
     such rights and easements as are necessary for the movement of personnel,
     vehicles and materials among and between the various parcels of land
     comprising the Board Premises in order to permit and facilitate the
     operation of the Project;

          (c)  An easement and right to erect, install, construct, maintain,
     renew, replace and use on, over and under any part of the Board Premises,
     such pipes, conduits, and wires as are necessary or convenient to insure
     access to and an adequate system for or supply of gas, oil, steam,
     compressed air, process and space heat, water, fire protection, sewage and
     industrial waste disposal, electricity, communications, instrumentation and
     control, and other similar facilities to the Unimproved Land and the
     Project including, without limitation, the right to make connections with
     machinery,

                                     -14-
<PAGE>
 
     equipment, pipes, conduits and wires, structures and other improvements and
     appurtenances thereto, on the Board Premises; and

          (d)  An easement and right to create and maintain upon the Board 
     Premises encroachments of equipment, structures or other improvements which
     will be included on the Unimproved Land and within the Project as presently
     planned, and any similar replacements or substitutions of portions of the
     Project for as long as any such equipment, structures or other improvements
     remain standing, including without limitation the rights of lateral or
     party wall support, and to connect any such equipment, structure or other
     improvements to any structure or improvement on the Board Premises;

but subject to the following easements over the Unimproved Land in favor of the 
Board Premises:

          (a)  An easement and right for pedestrian and vehicular traffic to use
     all present and future walks, railroads, roads, driveways and docks upon
     the Unimproved Land in order to provide all necessary or convenient ingress
     and egress among and between all portions of the Board Premises and between
     the Board Premises and the Unimproved Land, including without limitation
     portions on which additional improvements may be erected, and railroads,
     public works and highways and the Chattahoochee River and to permit passage
     among and between the various parcels of land comprising the Board
     Premises;

          (b)  An easement and right for the passage of pedestrians, vehicles, 
     and for the construction, installation, operation, maintenance, renewal,
     replacement and use of material conveyance systems, including without
     limitation, pipelines, through any part of the Unimproved Land necessary or
     convenient in order to assure the passage of equipment, and finished
     products from one portion of the Board Premises to another or between the
     Board Premises and the Unimproved Land, including, without limitation such
     rights and easements as are necessary for the movement of personnel,
     vehicles and material among and between the various parcels of land
     comprising the Board Premises in order to permit and facilitate the
     operation of any facilities located on the Board Premises;

                                     -15-
<PAGE>
 
          (c)  An easement and right to erect, install, construct, maintain, 
     renew, replace and use on, over and under any part of the Unimproved
     Land, such pipes, conduits, and wires and appurtenances as are necessary or
     convenient to assure access to and an adequate system for or supply of gas,
     oil, steam, compressed air, process and space heat, water, fire protection,
     sewage and industrial waste disposal, electricity, communications,
     instrumentation and control, and other similar facilities to the Board
     Premises, including without limitation, the right to make connections with
     machinery, equipment, pipes, conduits and wires, structures and other
     improvements and appurtenances thereto, on the Unimproved Land; and

          (d)  An easement and right to maintain any present equipment,
     structures or other improvements included within the facilities presently
     located on the Board Premises as encroachments upon the Unimproved Land as
     long as any such equipment, structures or other improvements remain
     standing, and to construct and maintain similar encroachments on the
     Unimproved Land in respect of any additional improvements constructed
     adjacent to the Unimproved Land, as long as any such additional
     improvements remain standing, including without limitation the rights of
     lateral or party wall support, and to connect such additional improvements
     to any structure or any improvements on the Unimproved Land.


                                     -16-
<PAGE>
 
                             CONSENT OF BONDHOLDER
                             ---------------------


          MEAD COATED BOARD, INC., as holder of all of the outstanding
Industrial Development Revenue Bonds (Mead Coated Board Project), Series 1988A
of the Industrial Board of the City of Phenix City, Alabama (the "Board"),
hereby consents to the execution and delivery of the foregoing First Amendment
to Lease Agreement, dated as of March 1, 1989, between the Board and Mead Coated
Board, Inc., amending the Lease Agreement, dated as of December 1, 1988, between
the Board and Mead Coated Board, Inc. and directs AmSouth Bank N.A., as trustee,
to consent to the execution and delivery of the same.

          IN WITNESS WHEREOF, Mead Coated Board, Inc. has caused this Consent of
Bondholder to be executed in its name and behalf as of March 1, 1989.

                                           MEAD COATED BOARD, INC.




                                           By: /s/ W. D. Bloebaum, Jr. 
                                              ------------------------------
                                              Title: 
   
                                     -17-
<PAGE>
 
 
                              CONSENT OF TRUSTEE
                              ------------------


          AMSOUTH BANK N.A., as Trustee under the Trust Indenture, dated as of 
December 1, 1988, from the Industrial Development Board of the City of Phenix
City, Alabama (the "Board"), hereby consents to the execution and delivery of
the foregoing First Amendment to Lease Agreement, dated as of March 1, 1989,
between the Board and Mead Coated Board, Inc., amending the Lease Agreement,
dated as of December 1, 1988, between the Board and Mead Coated Board, Inc.

          IN WITNESS WHEREOF, AmSouth Bank N.A. has caused this Consent of
Trustee to be executed in its name and behalf as of March 1, 1989.

                                           AMSOUTH BANK N.A., as Trustee



                                           By: /s/ T. Franklin Caley
                                              ------------------------------
                                              Title: Vice President and 
                                                     Corporate Trust Officer
                                                 
                                     -18-
<PAGE>
 
                               SECOND AMENDMENT
                               ----------------

                                      TO
                                      --  
                                LEASE AGREEMENT
                                ---------------
                
          THIS SECOND AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made and
entered into as of April 1, 1989, by and between THE INDUSTRIAL DEVELOPMENT
BOARD OF THE CITY OF PHENIX CITY, ALABAMA (the "Board"), a public body corporate
and politic duly organized and existing under the Constitution and laws of the
State of Alabama, and MEAD COATED BOARD, INC., a Delaware corporation (the
"Company").

                                R E C I T A L S
                                ---------------

          The Board has previously issued and sold $85,000,000 in aggregate
principal amount of The Industrial Development Board of the City of Phenix City,
Alabama Industrial Development Revenue Bonds (Mead Coated Board Project), Series
1988A (the "Series 1988A Bonds"), and $43,000,000 in aggregate principal amount
of The Industrial Development Board of the City of Phenix City, Alabama
Industrial Development Revenue Bonds (Mead Coated Board Project), Series 1989A
(the "Series 1989A Bonds") pursuant to a Trust Indenture, dated as of December
1, 1988 (the "Original Indenture"), as supplemented by a First Supplemental
Trust Indenture dated as of March 1, 1989 (collectively, the "Indenture") from
the Board to AmSouth Bank N.A., as Trustee (the "Trustee").

          The Board has used the proceeds of the sale of the Series 1988A Bonds
and the Series 1989A Bonds for the payment of outstanding industrial development
temporary borrowing notes (the "Notes") issued by the Board for the purpose of
funding the acquisition, construction and installation of a coated natural kraft
mill and related facilities (the "Project") in connection with certain
industrial facilities located near Phenix City, Alabama. The Project is owned by
the Board and leased to the Company pursuant to a Lease Agreement dated as of
December 1, 1988, as amended by the First Amendment To Lease Agreement dated as
of March 1, 1989 (collectively, the "Agreement"). The Agreement obligates the
Company to make rental payments in such amounts and at such times as will
provide for the payment of the principal and interest on the Series 1988A Bonds
and the Series 1989A Bonds as the same becomes due and payable.
<PAGE>
 
          Under Article IV of the Original Indenture, the Board is permitted to
issue Additional Bonds (as defined in the Original Indenture) in order to pay
additional Notes issued by the Board in connection with the Project. In that
connection, the Board is issuing $45,000,000 in aggregate principal amount of
Industrial Development Revenue Bonds (Mead Coated Board Project), Series 1989B
(the "Series 1989B Bonds"), pursuant to the Indenture as supplemented by a
Second Supplemental Trust Indenture dated as of April 1, 1989 (the "Second
Supplemental Indenture") from the Board to the Trustee. The Indenture as
supplemented by the Second Supplemental Indenture is hereinafter referred to as
the "Indenture".

          NOW, THEREFORE, as contemplated by Section 4.5 of the Agreement and in
accordance with Section 1501 of the Original Indenture, the parties hereto
desire to amend the Agreement as follows:


                                   ARTICLE I

                     PROVISIONS FOR AMENDING THE AGREEMENT
                     -------------------------------------

          Section 1.1 Amendment of Section 5.3 of the Agreement. The term
          ----------- -----------------------------------------
"Bonds" as used in Section 5.3 of the Agreement shall include the Series 1989B
Bonds.

          Section 1.2 Terms of Agreement Applicable to Series 1989B Bonds. All
          ----------- ---------------------------------------------------
terms, conditions, representations and covenants set forth in the Agreement
applicable to the Series 1988A Bonds and not specifically otherwise provided for
in the Indenture, any supplements thereto or the Agreement, shall apply with
full force and effect to the Series 1989B Bonds. Without limiting the foregoing,
all references in the Agreement to the "Bonds" shall be deemed to mean the
Series 1988A Bonds, the Series 1989A Bonds and the Series 1989B Bonds, including
without limitation the provisions of Section 5.3 of the Agreement relating to
the payment of rents.

          Section 1.3 Representations and Warranties by the Board. The Board
          ----------- -------------------------------------------
makes the following representations and warranties as the basis for the
undertakings on its part herein contained:

          (a) Organization and Authority. The Board is a public corporation duly
              --------------------------
organized and validly existing under the provisions of the Act by authority of a
resolution adopted by the Board of Commissioners of the City on June 14, 1960
and a Certificate of Incorporation duly filed for record on October 17, 1960, in
the office of the Judge of Probate of Russell County, Alabama,

                                      -2-
<PAGE>
 
     which Certificate of Incorporation has not been amended or been revoked and
     is of full force and effect. The Board has all requisite power and
     authority under the Act (1) to issue the Series 1989B Bonds, (2) to use the
     proceeds thereof to refund the Notes issued to pay the cost to acquire,
     construct and install the Project, (3) to own, lease, encumber and dispose
     of the Project, and (4) to enter into, and perform its obligations under,
     the Indenture, the Agreement and this Amendment. This Amendment and the
     Second Supplemental Indenture have been duly authorized, executed and
     delivered by the Board and are legal, valid and binding agreements
     enforceable against the Board in accordance with their respective terms.

          (b)  Pending Litigation. There are no actions, suits, proceedings,
               ------------------
     inquiries or investigations pending, or to the knowledge of the Board
     threatened, against or affecting the Board in any court or before any
     governmental authority or arbitration board or tribunal, which adversely
     affect the validity or enforceability of the Series 1989B Bonds, the
     Indenture, the Agreement, this Amendment, or any agreement or instrument to
     which the Board is a party and which is used or contemplated for use in the
     consummation of the transactions contemplated hereby or thereby.

          (c)  Issue, Sale and Other Transactions Are Legal and Authorized. The
               -----------------------------------------------------------
     issue and sale of the Series 1989B Bonds and the execution and delivery by
     the Board of the Second Supplemental Indenture and this Amendment and the
     compliance by the Board with all of the provisions of each thereof and of
     the Series 1989B Bonds (i) are within the purposes, powers and authority of
     the Board, (ii) to the best of the knowledge of the Board, have been done
     in full compliance with the provisions of the Act, are legal and will not
     conflict with or constitute on the part of the Board a violation of or a
     breach of or default under, or result in the creation of any lien or
     encumbrance (other than Permitted Encumbrances under the Agreement) upon
     any property of the Board under the provisions of, its certificate of
     incorporation or Bylaws, or any indenture, mortgage, deed of trust, note
     agreement or other agreement or instrument to which the Board is a party or
     by which the Board is bound, or any license, judgment, decree, law,
     statute, order, rule or regulation of any court or governmental agency or
     body having jurisdiction over the Board or any of its activities or
     properties, and (iii) have been duly authorized by all necessary corporate
     action on the part of the Board.

                                      -3-
<PAGE>
 
          (d)  Governmental Consents. Neither the nature of the Board nor any
               ---------------------
     of its activities or properties, nor any relationship between the Board and
     any other person, nor any circumstance in connection with the offer, issue,
     sale or delivery of any of the Series 1989B Bonds is such as to require the
     consent, approval or authorization of, or the filing, registration or
     qualification with, any governmental authority on the part of the Board in
     connection with the execution, delivery and performance of the Second
     Supplemental Indenture and this Amendment, or the offer, issue, sale or
     delivery of the Series 1989B Bonds, other than (i) the filing with the
     Alabama Securities Commission of the notification of the Board's intention
     to issue the Series 1989B Bonds required by Act No. 586 enacted at the 1978
     Regular Session of the Legislature of the State and the issuance by the
     Director of the Alabama Securities Commission of such Certificate of
     Notification as may be required by said Act, and (ii) the due filing and
     recording of this Amendment, the Second Supplemental Indenture and the
     financing statements covering the security interests created hereunder and
     under the Indenture. The Board has filed the notification referred to in
     (i) of the preceding sentence and the Director of the Alabama Securities
     Commission has issued a Certificate of Notification applicable to the
     Series 1989B Bonds, which Certificate of notification has not been revoked
     or rescinded and is in full force and effect.

          (e)  No Defaults. The Board is not in default under the Act or under
               -----------
     its Certificate of Incorporation or Bylaws or any other agreement or
     instrument to which it is a party or by which is bound.

          Section 1.4 Representations and Warranties by the Company. The Company
          ----------- ---------------------------------------------
makes the following representations and warranties as the basis for the
undertakings on its part herein contained:

          (a)  The Company (i) is a corporation duly organized, validly existing
     and in good standing under the laws of the State of Delaware, (ii) has
     all requisite corporate power and authority to carry on its business as now
     being conducted and as presently proposed to be conducted, and (ii) has
     duly qualified and is authorized to do business and is in good standing as
     a foreign corporation in the State.

                                      -4-
<PAGE>
 
          (b) The Company has the corporate power and has been duly authorized
     to enter into this Amendment and to perform all of its obligations
     hereunder.

          (c) The willingness of the Board to issue the Series 1989B Bonds for
     purposes of financing costs of acquiring, constructing, and installing the
     Project, and to lease the Project to the Company, has induced the Company
     to locate the Project within the State of Alabama and, more particularly,
     within 25 miles of the City.

          (d) The Company is not subject to any contractual or other limitation
     or provision of any nature whatsoever which in any material way limits,
     restricts or prevents the Company from entering into this Amendment, or
     performing any of its obligations hereunder; and the execution and delivery
     of this Amendment, the consummation of the transactions contemplated
     hereby, and the fulfillment of or compliance with the terms and conditions
     of this Amendment will not conflict with or result in a breach of the
     terms, conditions or provisions of any restriction, agreement or instrument
     to which the Company is a party or by which it is bound, or constitute a
     default under any of the foregoing.

          (e) No event has occurred and no condition exists that would
     constitute an "Event of Default" under the Agreement or this Amendment
     which, with the lapse of time or with the giving of notice or both, would
     become an "Event of Default" under the Agreement or this Amendment.

          (f) To the best of its knowledge and belief, the Company is not in
     violation of any laws, ordinances, governmental rules or regulations to
     which it is subject and has not failed to obtain any licenses, permits,
     franchises or other governmental authorizations necessary to the ownership
     of its properties or to the conduct of its business, which violation or
     failure to obtain would reasonably be expected to materially and adversely
     affect the ability of the Company to perform its obligations under this
     Amendment.


                                  ARTICLE II

                                 MISCELLANEOUS
                                 -------------

          Section 2.1 Agreement and Amendment as One Document.
          ----------- ---------------------------------------
As amended by this Amendment, the Agreement is in all respects ratified and
confirmed and the Agreement and this Amendment shall be read, taken and
construed as one and the same instrument.

                                      -5-
<PAGE>
 
          Section 2.2  References.  All references herein or in the Agreement to
          -----------  ----------
any Article, Section or provision of the Agreement shall refer to any such
Article, Section or provision as hereby amended.

          Section 2.3  Counterparts.  This Amendment may be simultaneously
          -----------  ------------
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.

          Section 2.4  Captions.  The captions or headings in this Amendment are
          -----------  --------   
for convenience only and in no way define, limit or describe the scope or intent
of any provision of this Amendment.

          Section 2.5  Applicable Law.  This Amendment shall be construed in
          -----------  -------------- 
accordance with the laws of the State of Alabama.

          IN WITNESS WHEREOF, the Board and the Company have caused this
Amendment to be executed in their respective corporate names as of the date
first written above.


                                        THE INDUSTRIAL DEVELOPMENT BOARD OF
                                        THE CITY OF PHENIX CITY, ALABAMA


                                        By:   /s/  Kenneth A. Roberts
                                            ----------------------------------
                                            Chairman



                                        MEAD COATED BOARD, INC.


                                        By:   /s/  W. D. Bloebaum, Jr.
                                            ----------------------------------
                                            Title:  Treasurer



                                      -6-

<PAGE>
 
                            ACKNOWLEDGMENT OF BOARD


STATE OF ALABAMA

COUNTY OF RUSSELL

          I, Sydney S. Smith, a Notary Public in and for said County in said
State, hereby certify that Kenneth A. Roberts, whose name as Chairman of the
Board of Directors of THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PHENIX
CITY, ALABAMA, a public corporation and instrumentality under the laws of the
State of Alabama, is signed to the foregoing instrument and who is known to me,
acknowledged before me on this day that, being informed of the contents of the
said instrument, he, as such officer and with full authority, executed the same
voluntarily for and as the act of said public corporation.

          GIVEN under my hand and seal of office, this  5th  day of April, 1989.
                                                       -----                    


                                             /s/  Sydney S. Smith
                                        -----------------------------------
                                                   Notary Public


(SEAL)
                                        My commission expires:    2/25/92
                                                               ------------ 




                                      -7-

<PAGE>
 
                           ACKNOWLEDGMENT OF COMPANY

STATE OF OHIO

COUNTY OF MONTGOMERY

          I, Jeffrey L. Hayman, Notary Public in and for said County in said
State, hereby certify that William D. Bloebaum, Jr., whose name as Treasurer of
MEAD COATED BOARD, INC., a corporation organized and existing under the laws of
the State of Delaware, is signed to the foregoing instrument and who is known to
me, acknowledged before me on this day that, being informed of the contents of
the said instrument, he, as such officer and with full authority, executed the
same voluntarily for and as the act of said corporation.

          GIVEN under my hand and seal of office, this ______ day of April ___,
1989. 


                                                  
                                                  /s/ Jeffrey L. Hayman
                                                  ---------------------
                                                      Notary Public


                                                  My commission expires:_____
(SEAL)


                                      -8-
 
<PAGE>
 
                                  EXHIBIT "A"

                                      to

                  Second Amendment To Lease Agreement between
                      THE INDUSTRIAL DEVELOPMENT BOARD OF
                       THE CITY OF PHENIX CITY, ALABAMA
                                      and
                            MEAD COATED BOARD, INC.
                           dated as of April 1, 1989


                          DESCRIPTION OF PROJECT LAND
                          ---------------------------

The Project Land includes the following property:


              NEW RECLAIM PLATE FEED AND CONVEYOR AREA (C-28511),
              ---------------------------------------------------

                 CHIPS CONVEYOR TO SCREEN HOUSE AREA (C-28513)
                 ---------------------------------------------,

                     AND CHIPS SCREEN HOUSE AREA (C-28515)
                     -------------------------------------

          All that portion of land and structures lying 13' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State Georgia Coordinate System; and
     lying in Section 28, T 14 N, R 30 E, County of Russell, State of Alabama;
     thence N 63 degrees 51' 31" E, 790.90' to the point of beginning; thence N
     90 degrees 00' W, 82.00; thence S 0' 00" W, 8.75'; thence N 90 degrees 00'
     W, 232.22'; thence S 15 degrees 17' 15" E, 479.72' to a point on the
     northmost side of a rectangular area (Chip Screen House) which parallels
     last said course and is 75.0' north to south (7.00' of which is west of
     last said course) by 49.0' east to west; said rectangular area being the
     point of ending; said land being 0.56+ acres;

                 CHIPS CONVEYOR TO PINE STORAGE AREA (C-28538)
                 ---------------------------------------------

          All that portion of land and structures lying 14' on each side of the
     following described centerline:

                                      -9-
<PAGE>
 
 
          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System; and
     lying in Section 28, T 14 N, R 30 E, County of Russell, State of Alabama;
     thence N 45 degrees 24' 34" E, 692.79' to the point of beginning; thence S
     36(degrees) 51' 02" E, 454.94' to the point of ending; said land being
     0.29(plus or minus) acres;


            CHIPPER DISCHARGE CONVEYOR AREA (C-28536) AND CHIPS TO
            ------------------------------------------------------

                   HARDWOOD STORAGE CONVEYOR AREA (C-28537)
                   ----------------------------------------

          All that portion of land and structures lying 14' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System; and
     lying in Section 28, T 14 N, R 30 E, County of Russell, State of Alabama;
     thence N 71(degrees) 34' 06" E, 600.24' to the point of beginning; thence S
     71(degrees) 04' 32" E, 640.91' thence N 50(degrees) 08' 32" E, 61.59' to
     the point of ending; said land being 0.45 (plus or minus) acres;
                                                         

                   CHIP CONVEYOR TO DIGESTER AREA (C-28521),
                   -----------------------------------------

                  CHIP CONVEYOR TO SURGE BIN AREA (C-28519),
                  -----------------------------------------

                        AND CHIP SILO AREA (C-28520)
                        ----------------------------

          All that portion of land and structures lying 14' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System; and
     lying in Section 28, T 14 N, R 30 E, County of Russell, State of Alabama;
     thence S 48(degrees) 21' 59" W, 84.29' to the point of beginning; thence S
     56(degrees) 07' 32" E, 319.22' to the center of a circular area (Chip Silo)
     with a radius of 15.00' and a central angle of 360(degrees) 00' bounded by
     a rectangular structure 32' -6" (plus or minus) East-West and 32' -6" (plus
     or minus) North-South; thence N 82(degrees) 51' 32" E, 355.48' to the point
     of ending; said land being 0.45 (plus or minus) acres;

                                      -10-
<PAGE>
 

                  NEW WASHER FACILITY AND BATCH DIGESTER AREA
                  -------------------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows: 

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence N 48(degrees) 06' 06" W, 35.94' to the point of beginning (N
     792,374.0, E 234,473.25); thence S 0(degrees) 00' W, 133.50'; thence N
     90(degrees) 00' W, 103.39'; thence S 0(degrees) 00' W, 103.50'; thence
     90(degrees) 00' W, 48.00'; thence N 0(degrees) 00' W, 55.75'; thence N
     90(degrees) 00' W, 80.00'; thence S 0(degrees) 00' W, 42.75'; thence N
     90(degrees) 00' W. 63.00'; thence N 0(degrees) 00' W, 110.00'; thence N
     45(degrees) 00' E, 55.00'; thence N 0(degrees) 00' W, 23.11'; thence N
     90(degrees) 00' E, 23.00'; thence N 0(degrees) 00' W, 23.25'; thence N
     90(degrees) 00' E, 170.00'; thence N 0(degrees) 00' W, 28.75'; thence N
     90(degrees) 00' E, 62.50' to the point of beginning; said area being 1.01
     (plus or minus) acres;

            MILL WATER COOLING TOWER AND NEW REACTOR CLARIFIER AREA
            -------------------------------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 48(degrees) 46' 07" W, 591.71' to the point of beginning (N
     791,960.0 E 234,055.0); thence S 0(degrees) 00' W, 170.00'; thence N
     90(degrees) 00' W, 111.00; thence N 0(degrees) 00' W, 170.00'; thence N
     90(degrees) 00' E, 111.00' to the point of beginning; said land being 0.43
     (plus or minus) acres;

                       TURPENTINE RECOVERY FACILITY AREA
                       ---------------------------------
                         
          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 63(degrees) 26' 06" W, 11.18' to the point of beginning (N
     792,345.0, E 234,490.0); thence N 0' 00" W, 30.00'; thence N 90(degrees)
     00" E, 20.00'; thence S 0(degrees) 00' W, 30.00'; thence N 90(degrees) 00'
     W, 20.00' to the point of beginning; said land being 0.01 (plus or minus)
     acres;
               
                                     -11-


<PAGE>
 

           LOG STORAGE AREA (C-28522), LOG FEED DECKS AREA (C-28523),
           ----------------------------------------------------------

            DRUM AREA (C-28525), VIBRATING CONVEYORS AREA (C-28532),
            --------------------------------------------------------

              CHIPPER POWER FEED ROLLS AREA (C-28528), CHIP BLDG.
              ---------------------------------------------------

          AREA (C-28535), AND BARK COLLECTING CONVEYOR AREA (C-28531)
          -----------------------------------------------------------


          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence N 80 degrees 22' 54" E, 879.79' to the point of beginning; thence N
     0 degrees 00' W, 326.00'; thence N 90 degrees 00' E, 711.08'; thence S 0
     degrees 00' W, 326.00'; thence N 90 degrees 00' W, 328.00'; thence S 0
     degrees 00' W, 188.00'; thence N 90 degrees 00' W, 50.00'; thence N 0
     degrees 00' W, 188.00'; thence N 90 degrees 00' W, 333.08' to the point of
     beginning; said land being 5.54 (plus or minus) acres;

                        AREA "B" MAINTENANCE SHOP AREA
                        ------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 11 degrees 04' 57" W, 197.69' to the point of beginning (N
     792,156.0, E 234,462.0); thence S 0 degrees 00" W, 82.00'; thence N 90
     degrees 00" W, 52.00'; thence N 0 degrees 00' W, 82.00'; thence N 90
     degrees 00' E, 52.00 to the point of beginning; said land being 0.10 (plus
     or minus) acres;

                       NEW LIM KILN/RECAUSTICIZING AREA
                       --------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02, of the West Zone of the State of Georgia Coordinate System;
     thence N 70 degrees 51' 29" E, 267.79' to the point of beginning (793,238.0
     E 233,503.0); thence N 90 degrees 

                                     -12-
<PAGE>
 

     00' E, 399.23'; thence S 0(degrees) 00' W, 50.00'; thence N 90(degrees) 00'
     E, 45.00'; thence S 0(degrees) 00' W, 78.00'; thence N 90(degrees) 00' W,
     444.23'; thence N 0(degrees) 00' W, 128.00' to the point of beginning; said
     land being 1.25 (plus or minus) acres;


                          No. 2 RECOVERY BOILER AREA
                          --------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02, of the West Zone of the State of Georgia Coordinate System;
     thence S 40(degrees) 16' 34" E, 439.77' to the point of beginning (N
     792,814.67, E 233,534.32'); thence N 90(degrees) 00' E, 36.30'; thence N
     0(degrees) 00' W, 20.50'; thence N 90(degrees) 00' E, 72.26'; thence N
     0(degrees) 00' W, 14.83'; thence N 90(degrees) 00' E, 110.50'; thence S
     0(degrees) 00' W, 42.58'; thence N 90(degrees) 00' E, 26.00'; thence S
     0(degrees) 00' W, 81.00'; thence N 90(degrees) 00' W, 51.00'; thence N
     0(degrees) 00" W, 25.12'; thence N 90(degrees) 00' W, 85.50'; thence N
     00(degrees) 00' W, 8.63'; thence N 90(degrees) 00' W, 72.26'; thence N
     90(degrees) 00' W, 20.50'; thence N 0(degrees) 00' W, 36.30'; thence N
     0(degrees) 00' W, 34.00' to the point of beginning; said land being 0.47
     (plus or minus) acres;


                      NEW EVAPORATORS AND NEW TANKS AREA
                      ----------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02, of the West Zone of the State of Georgia Coordinate System;
     thence S 62(degrees) 01' 33" E, 637.83' to the point of beginning (N
     792,851.0, E 233,813.33); thence N 90(degrees) 00' E, 246.67'; thence along
     an arc South and East 53.41' having a radius of 34.00' with a central angle
     of 90(degrees) 00'; thence S 0(degrees) 00' W, 135.33'; thence along an arc
     South and West 53.41' having a radius of 34.00' with a central angle of
     90(degrees) 00'; thence N 90(degrees) 00' W, 34.00'; thence N 0(degrees)
     00' W, 99.79'; thence N 90(degrees) 00' W, 69.00'; thence N 59(degrees) 47'
     19" W, 91.42'; thence N 90(degrees) 00' W, 64.67'; thence N 0(degrees) 00'
     W, 57.54' to the point of beginning; said land being 0.72 (plus or minus)
     acres;

                                      -13-
<PAGE>
 
     (collectively, the "Unimproved Land"); less, in each case, any structures
     constructed and leased pursuant to a Lease Agreement dated July 1, 1977,
     and recorded in Deed Book 550 at Pages 51-94 (as amended to date, the "1977
     Lease") under which Lessor leased to Georgia Kraft Company ("Georgia
     Kraft") a parcel of land in Russell County, Alabama as more particularly
     described in Exhibit A to the Lease (the "1977 Land"), together with
     certain items of equipment described in Exhibit B to the 1977 Lease
     (Georgia Kraft has assigned its interest in the 1977 Lease to Mead Coated
     Board, Inc.);

together with the following easements:

          (a)  An easement and right for pedestrian and vehicular traffic to use
     all present and future walks, railroads, roads, driveways and docks upon
     the Board Premises (the 1977 Land less and except the 1988 Land) in order
     to provide all necessary or convenient ingress or egress between the
     Unimproved Land and railroads, public roads and highways and the
     Chattahoochee River and to permit passage between the Unimproved Land and
     the Board Premises;

          (b)  An easement and right for the passage of pedestrians and vehicles
     and for the construction, erection, installation, operation, maintenance,
     renewal, replacement and use of material conveying systems, including
     without limitation pipelines, through any part of the Board Premises
     necessary or convenient in order to assure the passage of equipment, raw
     materials, items in the process of manufacture, and finished products from
     the Unimproved Land to the Board Premises, including without limitation
     such rights and easements as are necessary for the movement of personnel,
     vehicles and materials among and between the various parcels of land
     comprising the Board Premises in order to permit and facilitate the
     operation of the Project;

          (c)  An easement and right to erect, install, construct, maintain,
     renew, replace and use on, over and under any part of the Board Premises,
     such pipes, conduits, and wires as are necessary or convenient to insure
     access to and an adequate system for or supply of gas, oil, steam,
     compressed air, process and space heat, water, fire protection, sewage and
     industrial waste disposal, electricity, communications, instrumentation and
     control, and other similar facilities to the Unimproved Land and the
     Project including, without limitation, the right to make connections with
     machinery,

                                      -14-
<PAGE>
 



     equipment, pipes, conduits and wires, structures and other improvements and
     appurtenances thereto, on the Board Premises; and

          (d)  An easement and right to create and maintain upon the Board
     Premises encroachments of equipment, structures or other improvements which
     will be included on the Unimproved Land and within the Project as presently
     planned, and any similar replacements or substitutions of portions of the
     Project for as long as any such equipment, structures or other improvements
     remain standing, including without limitation the rights of lateral or
     party wall support, and to connect any such equipment, structure or other
     improvements to any structure or improvement on the Board Premises;

but subject to the following easements over the Unimproved Land in favor of the
Board Premises:

          (a)  An easement and right for pedestrian and vehicular traffic to use
     all present and future walks, railroads, roads, driveways and docks upon
     the Unimproved Land in order to provide all necessary or convenient ingress
     and egress among and between all portions of the Board Premises and between
     the Board Premises and the Unimproved Land, including without limitation
     portions on which additional improvements may be erected, and railroads,
     public works and highways and the Chattahoochee River and to permit passage
     among and between the various parcels of land comprising the Board
     Premises;

          (b)  An easement and right for the passage of pedestrians, vehicles,
     and for the construction, installation, operation, maintenance, renewal,
     replacement and use of material conveyance systems, including without
     limitation, pipelines, through any part of the Unimproved Land necessary or
     convenient in order to assure the passage of equipment, and finished
     products from one portion of the Board Premises to another or between the
     Board Premises and the Unimproved Land, including, without limitation such
     rights and easements as are necessary for the movement of personnel,
     vehicles and material among and between the various parcels of land
     comprising the Board Premises in order to permit and faci1itate the
     operation of any facilities located on the Board Premises;

                                      -15-
<PAGE>
 
          (c)  An easement and right to erect, install, construct, maintain,
     renew, replace and use on, over and under any part of the Unimproved Land,
     such pipes, conduits, and wires and appurtenances as are necessary or
     convenient to assure access to and an adequate system for or supply of gas,
     oil, steam, compressed air, process and space heat, water, fire protection,
     sewage and industrial waste disposal, electricity, communications,
     instrumentation and control, and other similar facilities to the Board
     Premises, including without limitation, the right to make connections with
     machinery, equipment, pipes, conduits and wires, structures and other
     improvements and appurtenances thereto, on the Unimproved Land; and

          (d)  An easement and right to maintain any present equipment,
     structures or other improvements included within the facilities presently
     located on the Board Premises as encroachments upon the Unimproved Land as
     long as any such equipment, structures or other improvements remain
     standing, and to construct and maintain similar encroachments on the
     Unimproved Land in respect of any additional improvements constructed
     adjacent to the Unimproved Land, as long as any such additional
     improvements remain standing, including without limitation the rights of
     lateral or party wall support, and to connect such additional improvements
     to any structure or any improvements on the Unimproved Land.

                                     -16-
<PAGE>
 
                             CONSENT OF BONDHOLDER
                             ---------------------

          MEAD COATED BOARD, INC., as holder of all of the outstanding
Industrial Development Revenue Bonds (Mead Coated Board Project) Series 1988A of
the Industrial Board of the City of Phenix City, Alabama (the "Board"), hereby
consents to the execution and delivery of the foregoing Second Amendment To
Lease Agreement dated as of April 1, 1989, between the Board and Mead Coated
Board, Inc., amending the Lease Agreement, dated as of December 1, 1988, as
amended by a First Amendment To Lease Agreement dated as of March 1, 1989,
between the Board and Mead Coated Board, Inc. and directs AmSouth Bank N.A., as
Trustee, to consent to the execution and delivery of the same.

          IN WITNESS WHEREOF, Mead Coated Board, Inc. has caused this Consent of
Bondholder to be executed in its name and behalf as of April 1, 1989.

                                       MEAD COATED BOARD, INC.
 
                                       By: W.D. Bloebaum, Jr.  
                                           ---------------------------------
                                           Title:               

                                      -17-
<PAGE>
 
                              CONSENT OF TRUSTEE
                              ------------------

          AMSOUTH BANK N.A., as Trustee under the Trust Indenture dated as of
December 1, 1988, as supplemented by a First Supplemental Trust Indenture dated
as of March 1, 1989, from the Industrial Development Board of the City of Phenix
City, Alabama (the "Board"), hereby consents to the execution and delivery of
the foregoing Second Amendment To Lease Agreement, dated as of March 1, 1989,
between the Board and Mead Coated Board, Inc., amending the Lease Agreement,
dated as of December 1, 1988, as amended by a First Amendment To Lease Agreement
dated as of March 1, 1989, between the Board and Mead Coated Board, Inc.

          IN WITNESS WHEREOF, AmSouth Bank N.A. has caused this Consent of
Trustee to be executed in its name and behalf as of April 1, 1989.

                                       AMSOUTH BANK N.A., as Trustee




                                       By: /s/ David E. White 
                                           --------------------------------
                                          Title:

                                      -18-
<PAGE>
 
                                THIRD AMENDMENT
                                ---------------

                                      TO
                                      --

                                LEASE AGREEMENT
                                ---------------

          THIS THIRD AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made and
entered into as of June 1, 1989, by and between THE INDUSTRIAL DEVELOPMENT BOARD
OF THE CITY OF PHENIX CITY, ALABAMA (the "Board"), a public body corporate and
politic duly organized and existing under the Constitution and laws of the State
of Alabama, and MEAD COATED BOARD, INC., a Delaware corporation (the "Company").

                                R E C I T A L S
                                ---------------

          The Board has previously issued and sold $85,000,000 in aggregate
principal amount of The Industrial Development Board of the City of Phenix City,
Alabama Industrial Development Revenue Bonds (Mead Coated Board Project), Series
1988A (the "Series 1988A Bonds"); $43,000,000 in aggregate principal amount of
The Industrial Development Board of the City of Phenix City, Alabama Industrial
Development Revenue Bonds (Mead Coated Board Project), Series 1989A (the "Series
1989A Bonds"); and $45,000,000 in aggregate principal amount of The Industrial
Development Board of the City of Phenix City, Alabama Industrial Development
Revenue Bonds (Mead Coated Board Project), Series 1989B (the "Series 1989B
Bonds") pursuant to a Trust Indenture, dated as of December 1, 1988 (the
"Original Indenture"), as supplemented by a First Supplemental Trust Indenture
dated as of March 1, 1989 and a Second Supplemental Trust Indenture dated as of
April 1, 1989 (collectively, the "Indenture") from the Board to AmSouth Bank
N.A., as Trustee (the "Trustee").

          The Board has used the proceeds of the sale of the Series 1988A Bonds,
the Series 1989A Bonds and the Series 1989B Bonds for the payment of outstanding
industrial development temporary borrowing notes (the "Notes") issued by the
Board for the purpose of funding the acquisition, construction and installation
of a coated natural kraft mill and related facilities (the "Project") in
connection with certain industrial facilities located near Phenix City,
Alabama. The Project is owned by the Board and leased to the Company pursuant to
a Lease Agreement dated as of December 1, 1988, as amended by the First
Amendment To Lease Agreement dated as of March 1, 1989 and the Second Amendment
To Lease Agreement dated as of April 1, 1989 (collectively, the "Agreement").
The Agreement obligates the
<PAGE>
 
Company to make rental payments in such amounts and at such times as will
provide for the payment of the principal and interest on the Series 1988A Bonds,
the Series 1989A Bonds and the Series 1989B Bonds as the same becomes due and
payable.

          Under Article IV of the Original Indenture, the Board is permitted to
issue Additional Bonds (as defined in the Original Indenture) in order to pay
additional Notes issued by the Board in connection with the Project. In that
connection, the Board is issuing $37,000,000 in aggregate principal amount of
Industrial Development Revenue Bonds (Mead Coated Board Project), Series 1989C
(the "Series 1989C Bonds"), pursuant to the Indenture as supplemented by a Third
Supplemental Trust Indenture dated as of June 1, 1989 (the "Third Supplemental
Indenture") from the Board to the Trustee. The Indenture as supplemented by the
Third Supplemental Indenture is hereinafter referred to as the "Indenture".

          NOW, THEREFORE, as contemplated by Section 4.5 of the Agreement and in
accordance with Section 1501 of the Original Indenture, the parties hereto
desire to amend the Agreement as follows:

                                   ARTICLE I
                                   
                     PROVISIONS FOR AMENDING THE AGREEMENT
                     -------------------------------------

          Section 1.1  Amendment of Section 5.3 of the Agreement.  The term
          -----------  -----------------------------------------
"Bonds" as used in Section 5.3 of the Agreement shall include the Series 1989C
Bonds.

          Section 1.2  Terms of Agreement Applicable to Series 1989C Bonds.  All
          -----------  ---------------------------------------------------
terms, conditions, representations and covenants set forth in the Agreement
applicable to the Series 1988A Bonds and not specifically otherwise provided for
in the Indenture, any supplements thereto or the Agreement, shall apply with
full force and effect to the Series 1989C Bonds. Without limiting the foregoing,
all references in the Agreement to the "Bonds" shall be deemed to mean the
Series 1988A Bonds, the Series 1989A Bonds, the Series 1989B Bonds and the
Series 1989C Bonds including without limitation the provisions of Section 5.3 of
the Agreement relating to the payment of rents.

          Section 1.3  Representations and Warranties by the Board. The Board
          -----------  -------------------------------------------
makes the following representations and warranties as the basis for the
undertakings on its part herein contained:

          (a) Organization and Authority.  The Board is a public corporation
              --------------------------
     duly organized and validly existing under the provisions of the Act by
     authority of a

                                      -2-
<PAGE>
 
     resolution adopted by the Board of Commissioners of the City on June 14,
     1960 and a Certificate of Incorporation duly filed for record on October
     17, 1960, in the office of the Judge of Probate of Russell County, Alabama,
     which Certificate of Incorporation has not been amended or been revoked and
     is of full force and effect. The Board has all requisite power and
     authority under the Act (1) to issue the Series 1989C Bonds, (2) to use the
     proceeds thereof to refund the Notes issued to pay the cost to acquire,
     construct and install the Project, (3) to own, lease, encumber and dispose
     of the Project, and (4) to enter into, and perform its obligations under,
     the Indenture, the Agreement and this Amendment. This Amendment and the
     Third Supplemental Indenture have been duly authorized, executed and
     delivered by the Board and are legal, valid and binding agreements
     enforceable against the Board in accordance with their respective terms.

          (b) Pending Litigation.  There are no actions, suits, proceedings,
              ------------------
     inquiries or investigations pending, or to the knowledge of the Board
     threatened, against or affecting the Board in any court or before any
     governmental authority or arbitration board or tribunal, which adversely
     affect the validity or enforceability of the Series 1989C Bonds, the
     Indenture, the Agreement, this Amendment, or any agreement or instrument to
     which the Board is a party and which is used or contemplated for use in the
     consummation of the transactions contemplated hereby or thereby.

          (c) Issue, Sale and Other Transactions Are Legal and Authorized.  The
              -----------------------------------------------------------
     issue and sale of the Series 1989C Bonds and the execution and delivery by
     the Board of the Third Supplemental Indenture and this Amendment and the
     compliance by the Board with all of the provisions of each thereof and of
     the Series 1989C Bonds (i) are within the purposes, powers and authority of
     the Board, (ii) to the best of the knowledge of the Board, have been done
     in full compliance with the provisions of the Act, are legal and will not
     conflict with or constitute on the part of the Board a violation of or a
     breach of or default under, or result in the creation of any lien or
     encumbrance (other than Permitted Encumbrances under the Agreement) upon
     any property of the Board under the provisions of, its certificate of
     incorporation or Bylaws, or any indenture, mortgage, deed of trust, note
     agreement or other agreement or instrument to which the Board is a party or
     by which the Board is bound, or any license, judgment, decree, law,

                                      -3-
<PAGE>
 
     statute, order, rule or regulation of any court or governmental agency or
     body having jurisdiction over the Board or any of its activities or
     properties, and (iii) have been duly authorized by all necessary corporate
     action on the part of the Board.

          (d) Governmental Consents.  Neither the nature of the Board nor any of
              ---------------------
     its activities or properties, nor any relationship between the Board and
     any other person, nor any circumstance in connection with the offer, issue,
     sale or delivery of any of the Series 1989C Bonds is such as to require the
     consent, approval or authorization of, or the filing, registration or
     qualification with, any governmental authority on the part of the Board in
     connection with the execution, delivery and performance of the Third
     Supplemental Indenture and this Amendment, or the offer, issue, sale or 
     delivery of the Series 1989C Bonds, other than (i) the filing with the
     Alabama Securities Commission of the notification of the Board's intention
     to issue the Series 1989C Bonds required by Act No. 586 enacted at the 1978
     Regular Session of the Legislature of the State and the issuance by the
     Director of the Alabama Securities Commission of such Certificate of
     Notification as may be required by said Act, and (ii) the due filing and
     recording of this Amendment, the Third Supplemental Indenture and the
     financing statements covering the security interests created hereunder and
     under the Indenture. The Board has filed the notification referred to in
     (i) of the preceding sentence and the Director of the Alabama Securities
     Commission has issued a Certificate of Notification applicable to the
     Series 1989C Bonds, which Certificate of notification has not been revoked
     or rescinded and is in full force and effect.

          (e) No Defaults.  The Board is not in default under the Act or under
              -----------
     its Certificate of Incorporation or Bylaws or any other agreement or
     instrument to which it is a party or by which is bound.

          Section 1.4  Representations and Warranties by the Company.  The
          -----------  ---------------------------------------------
Company makes the following representations and warranties as the basis for the
undertakings on its part herein contained:

          (a) The Company (i) is a corporation duly organized, validly existing
     and in good standing under the laws of the State of Delaware, (ii) has all
     requisite corporate power and authority to carry on its

                                      -4-
<PAGE>
 
     business as now being conducted and as presently proposed to be conducted,
     and (iii) has duly qualified and is authorized to do business and is in
     good standing as a foreign corporation in the State.

          (b) The Company has the corporate power and has been duly authorized
     to enter into this Amendment and to perform all of its obligations
     hereunder.

          (c) The willingness of the Board to issue the Series 1989C Bonds for
     purposes of financing costs of acquiring, constructing, and installing the
     Project, and to lease the Project to the Company, has induced the Company
     to locate the Project within the State of Alabama and, more particularly,
     within 25 miles of the City.

          (d) The Company is not subject to any contractual or other limitation
     or provision of any nature whatsoever which in any material way limits,
     restricts or prevents the Company from entering into this Amendment, or
     performing any of its obligations hereunder; and the execution and delivery
     of this Amendment, the consummation of the transactions contemplated
     hereby, and the fulfillment of or compliance with the terms and conditions
     of this Amendment will not conflict with or result in a breach of the
     terms, conditions or provisions of any restriction, agreement or instrument
     to which the Company is a party or by which it is bound, or constitute a
     default under any of the foregoing.

          (e) No event has occurred and no condition exists that would
     constitute an "Event of Default" under the Agreement or this Amendment
     which, with the lapse of time or with the giving of notice or both, would
     become an "Event of Default" under the Agreement or this Amendment.

          (f) To the best of its knowledge and belief, the Company is not in
     violation of any laws, ordinances, governmental rules or regulations to
     which it is subject and has not failed to obtain any licenses, permits,
     franchises or other governmental authorizations necessary to the ownership
     of its properties or to the conduct of its business, which violation or
     failure to obtain would reasonably be expected to materially and adversely
     affect the ability of the Company to perform its obligations under this
     Amendment.

                                      -5-
<PAGE>
 
                                  ARTICLE II

                                 MISCELLANEOUS
                                 -------------

          Section 2.1  Agreement and Amendment as One Document.  As amended by
          -----------  ----------------------------------------
this Amendment, the Agreement is in all respects ratified and confirmed and the
Agreement and this Amendment shall be read, taken and construed as one and the
same instrument.

          Section 2.2  References.  All references herein or in the Agreement to
          -----------  -----------
any Article, Section or provision of the Agreement shall refer to any such
Article, Section or provision as hereby amended.

          Section 2.3  Counterparts.  This Amendment may be simultaneously
          -----------  ------------- 
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.

          Section 2.4  Captions.  The captions or headings in this Amendment are
          -----------  ---------
for convenience only and in no way define, limit or describe the scope or intent
of any provision of this Amendment.

          Section 2.5  Applicable Law.  This Amendment shall be construed in
          -----------  ---------------  
accordance with the laws of the State of Alabama.

          IN WITNESS WHEREOF, the Board and the Company have caused this
Amendment to be executed in their respective corporate names as of the date
first written above.
                                       THE INDUSTRIAL DEVELOPMENT BOARD OF 
                                       THE CITY OF PHENIX CITY, ALABAMA

                                       By:  /s/ Kenneth A. Roberts
                                          -----------------------------------
                                          Chairman


                                       MEAD COATED BOARD, INC.

                                       By:__________________________________
                                          Title:  Treasurer

                                      -6-
<PAGE>
 
  
                               FOURTH AMENDMENT
                               ----------------
                                      
                                      TO
                                      --

                                LEASE AGREEMENT
                                ---------------


          THIS FOURTH AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made
and entered into as of July 1, 1989, by and between THE INDUSTRIAL DEVELOPMENT
BOARD OF THE CITY OF PHENIX CITY, ALABAMA (the "Board"), a public body
corporate and politic duly organized and existing under the Constitution and
laws of the State of Alabama, and MEAD COATED BOARD, INC., a Delaware
corporation (the "Company").

                                R E C I T A L S
                                ---------------

          The Board has previously issued and sold $85,000,000 in aggregate
principal amount of The Industrial Development Board of the City of Phenix City,
Alabama Industrial Development Revenue Bonds (Mead Coated Board Project), Series
1988A (the "Series 1988A Bonds"); $43,000,000 in aggregate principal amount of
The Industrial Development Board of the City of Phenix City, Alabama Industrial
Development Revenue Bonds (Mead Coated Board Project), Series 1989A (the "Series
1989A Bonds"); $45,000,000 in aggregate principal amount of The Industrial
Development Board of the City of Phenix City, Alabama Industrial Development
Revenue Bonds (Mead Coated Board Project), Series 1989B (the "Series 1989B
Bonds"); and $37,000,000 in aggregate principal amount of The Industrial
Development Board of the City of Phenix City, Alabama Industrial Development
Revenue Bonds (Mead Coated Board Project) Series 1989C (the "Series 1989C
Bonds"), pursuant to a Trust Indenture, dated as of December 1, 1988 (the
"Original Indenture"), as supplemented by a First Supplemental Trust Indenture
dated as of March 1, 1989, a Second Supplemental Trust Indenture dated as of
April 1, 1989 and a Third Supplemental Trust Indenture dated as of June 1, 1989
(collectively, the "Indenture"), from the Board to AmSouth Bank N.A., as Trustee
(the "Trustee").

          The Board has used the proceeds of the sale of the Series 1988A Bonds,
the Series 1989A Bonds, the Series 1989B Bonds and the Series 1989C Bonds for
the payment of outstanding industrial development temporary borrowing notes (the
"Notes") issued by the Board for the purpose of funding the acquisition,
construction and installation of a coated natural kraft mill and related
facilities (the "Project") in connection with certain industrial facilities
located near Phenix City, Alabama. The Project is owned by the Board and leased
to the Company pursuant

<PAGE>
 
to a Lease Agreement dated as of December 1, 1988, as amended by the First
Amendment To Lease Agreement dated as of March 1, 1989, the Second Amendment To
Lease Agreement dated as of April 1, 1989 and the Third Amendment To Lease
Agreement dated as of June 1, 1989 (collectively the "Agreement"). The Agreement
obligates the Company to make rental payments in such amounts and at such times
as will provide for the payment of the principal and interest on the Series
1988A Bonds, the Series 1989A Bonds, the Series 1989B Bonds and the Series 1989C
Bonds as the same becomes due and payable.

          Under Article IV of the Original Indenture, the Board is permitted to
issue Additional Bonds (as defined in the Original Indenture) in order to pay
additional Notes issued by the Board in connection with the Project. In that
connection, the Board is issuing $40,000,000 in aggregate principal amount of
Industrial Development Revenue Bonds (Mead Coated Board Project), Series 1989D
(the "Series 1989D Bonds"), pursuant to the Indenture as supplemented by a
Fourth Supplemental Trust Indenture dated as of July 1, 1989 (the "Fourth
Supplemental Indenture") from the Board to the Trustee. The Indenture as
supplemented by the Fourth Supplemental Indenture is hereinafter referred to as
the "Indenture".

          NOW, THEREFORE, as contemplated by Section 4.5 of the Agreement and in
accordance with Section 1501 of the Original Indenture, the parties hereto
desire to amend the Agreement as follows:


                                   ARTICLE I

                     PROVISIONS FOR AMENDING THE AGREEMENT
                     -------------------------------------

          Section 1.1 Amendment of Section 5.3 of the Agreement. The term 
          ------------------------------------------------------
"Bonds" as used in Section 5.3 of the Agreement shall include the Series 1989D 
Bonds.

          Section 1.2 Terms of Agreement Applicable to Series 1989D Bonds. All
          ----------------------------------------------------------------
terms, conditions, representations and covenants set forth in the Agreement
applicable to the Series 1988A Bonds and not specifically otherwise provided for
in the Indenture, any supplements thereto or the Agreement, shall apply with
full force and effect to the Series 1989D Bonds. Without limiting the
foregoing, all references in the Agreement to the "Bonds" shall be deemed to
mean the Series 1988A Bonds, the Series 1989A Bonds, the Series 1989B Bonds, the
Series 1989C Bonds and the Series 1989D Bonds, including without limitation the
provisions of Section 5.3 of the Agreement relating to the payment of rents.


                                      -2-
<PAGE>
 
          Section 1.3 Representations and Warranties by the Board. The Board
          --------------------------------------------------------
makes the following representations and warranties as the basis for the
undertakings on its part herein contained:

          (a) Organization and Authority. The Board is a public corporation duly
              ---------------------------
     organized and validly existing under the provisions of the Act by authority
     of a resolution adopted by the Board of Commissioners of the City on June
     14, 1960 and a Certificate of Incorporation duly filed for record on
     October 17, 1960, in the office of the Judge of Probate of Russell County,
     Alabama, which Certificate of Incorporation has not been amended or been
     revoked and is of full force and effect. The Board has all requisite power
     and authority under the Act (1) to issue the Series 1989D Bonds, (2) to use
     the proceeds thereof to refund the Notes issued to pay the cost to acquire,
     construct and install the Project, (3) to own, lease, encumber and dispose
     of the Project, and (4) to enter into, and perform its obligations under,
     the Indenture, the Agreement and this Amendment. This Amendment and the
     Fourth Supplemental Indenture have been duly authorized, executed and
     delivered by the Board and are legal, valid and binding agreements
     enforceable against the Board in accordance with their respective terms.

          (b) Pending Litigation. There are no actions, suits, proceedings,
              -------------------
     inquiries or investigations pending, or to the knowledge of the Board
     threatened, against or affecting the Board in any court or before any
     governmental authority or arbitration board or tribunal, which adversely
     affect the validity or enforceability of the Series 1989D Bonds, the
     Indenture, the Agreement, this Amendment, or any agreement or instrument to
     which the Board is a party and which is used or contemplated for use in the
     consummation of the transactions contemplated hereby or thereby.

          (c) Issue, Sale and Other Transactions Are Legal and Authorized. The
              ------------------------------------------------------------
     issue and sale of the Series 1989D Bonds and the execution and delivery by
     the Board of the Fourth Supplemental Indenture and this Amendment and the
     compliance by the Board with all of the provisions of each thereof and of
     the Series 1989D Bonds (i) are within the purposes, powers and authority of
     the Board, (ii) to the best of the knowledge of the Board, have been done
     in full compliance with the provisions of the Act, are legal and will not
     conflict with or constitute on the part of the Board a violation of or a
     breach of or default under, or result in the creation of any lien or
     encumbrance (other than Permitted

                                      -3-
<PAGE>
 
Encumbrances under the Agreement) upon any property of the Board under the
provisions of, its certificate of incorporation or Bylaws, or any indenture,
mortgage, deed of trust, note agreement or other agreement or instrument to
which the Board is a party or by which the Board is bound, or any license,
judgment, decree, law, statute, order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Board or any of its
activities or properties, and (iii) have been duly authorized by all necessary
corporate action on the part of the Board.

       (d) Governmental Consents. Neither the nature of the Board nor any of its
           ----------------------
activities or properties, nor any relationship between the Board and any other
person, nor any circumstance in connection with the offer, issue, sale or
delivery of any of the Series 1989D Bonds is such as to require the consent,
approval or authorization of, or the filing, registration or qualification with,
any governmental authority on the part of the Board in connection with the
execution, delivery and performance of the Fourth Supplemental Indenture and
this Amendment, or the offer, issue, sale or delivery of the Series 1989D Bonds,
other than (i) the filing with the Alabama Securities Commission of the
notification of the Board's intention to issue the Series 1989D Bonds required
by Act No. 586 enacted at the 1978 Regular Session of the Legislature of the
State and the issuance by the Director of the Alabama Securities Commission of
such Certificate of Notification as may be required by said Act, and (ii) the
due filing and recording of this Amendment, the Fourth Supplemental Indenture
and the financing statements covering the security interests created hereunder
and under the Indenture. The Board has filed the notification referred to in (i)
of the preceding sentence and the Director of the Alabama Securities Commission
has issued a Certificate of Notification applicable to the Series 1989D Bonds,
which Certificate of notification has not been revoked or rescinded and is in
full force and effect.

          (e)  No Defaults. The Board is not in default under the Act or under
               ------------
its Certificate of Incorporation or Bylaws or any other agreement or instrument
to which it is a party or by which is bound.

          Section 1.4 Representations and Warranties by the Company. The Company
          ----------------------------------------------------------
makes the following representations and warranties as the basis for the
undertakings on its part herein contained:

                                      -4-
<PAGE>
 
          (a) The Company (i) is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, (ii) has all
requisite corporate power and authority to carry on its business as now being
conducted and as presently proposed to be conducted, and (iii) has duly
qualified and is authorized to do business and is in good standing as a foreign
corporation in the State.

          (b) The Company has the corporate power and has been duly authorized
to enter into this Amendment and to perform all of its obligations hereunder.

          (c) The willingness of the Board to issue the Series 1989D Bonds for
purposes of financing costs of acquiring, constructing, and installing the
Project, and to lease the Project to the Company, has induced the Company to
locate the Project within the State of Alabama and, more particularly, within 25
miles of the City.

          (d) The Company is not subject to any contractual or other limitation
or provision of any nature whatsoever which in any material way limits,
restricts or prevents the Company from entering into this Amendment, or
performing any of its obligations hereunder; and the execution and delivery of
this Amendment, the consummation of the transactions contemplated hereby, and
the fulfillment of or compliance with the terms and conditions of this Amendment
will not conflict with or result in a breach of the terms, conditions or
provisions of any restriction, agreement or instrument to which the Company is a
party or by which it is bound, or constitute a default under any of the
foregoing.

          (e) No event has occurred and no condition exists that would
constitute an "Event of Default" under the Agreement or this Amendment which,
with the lapse of time or with the giving of notice or both, would become an
"Event of Default" under the Agreement or this Amendment.

          (f) To the best of its knowledge and belief, the Company is not in
violation of any laws, ordinances, governmental rules or regulations to which it
is subject and has not failed to obtain any licenses, permits, franchises or
other governmental authorizations necessary to the ownership of its properties
or to the conduct of its business, which violation or failure to obtain would
reasonably be expected to materially and adversely affect the ability of the
Company to perform its obligations under this Amendment.

                                      -5-
<PAGE>
 
                                  ARTICLE II

                                 MISCELLANEOUS
                                 -------------
          




          Section 2.1 Aqreement and Amendment as One Document. As amended by
          ---------------------------------------------------
this Amendment, the Agreement is in al1 respects ratified and confirmed and the
Agreement and this Amendment shall be read, taken and construed as one and the
same instrument.

          Section 2.2 References. All references herein or in the Agreement to
          ----------------------
any Article, Section or provision of the Agreement shall refer to any such
Article, Section or provision as hereby amended.

          Section 2.3 Counterparts. This Amendment may be simultaneously
          ------------------------
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.

          Section 2.4 Captions. The captions or headings in this Amendment are
          --------------------
for convenience only and in no way define, limit or describe the scope or intent
of any provision of this Amendment.

          Section 2.5 Applicable Law. This Amendment shall be construed in
          --------------------------
accordance with the laws of the State of Alabama.

          IN WITNESS WHEREOF, the Board and the Company have caused this
Amendment to be executed in their respective corporate names as of the date
first written above.

                                        THE INDUSTRIAL DEVELOPMENT BOARD OF
                                        THE CITY OF PHENIX CITY, ALABAMA

                                        By:/s/ Kenneth A. Roberts
                                           -------------------------------------
                                           Chairman

                                        MEAD COATED BOARD, INC.

                                        By: /s/ W. D. Bloebaum, Jr.
                                           -------------------------------------
                                           Title: Treasurer

                                      -6-
<PAGE>
 
                            ACKNOWLEDGMENT OF BOARD


STATE OF ALABAMA

COUNTY OF RUSSELL

          I, Sydney S. Smith, a Notary Public in and for said County in said
State, hereby certify that Kenneth A. Roberts, whose name as Chairman of the
Board of Directors of THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PHENIX
CITY, ALABAMA, a public corporation and instrumentality under the laws of the
State of Alabama, is signed to the foregoing instrument and who is known to me,
acknowledged before me on this day that, being informed of the contents
of the said instrument, he, as such officer and with full authority, executed
the same voluntarily for and as the act of said public corporation.

          GIVEN under my hand and seal of office, this 24th day of July, 1989.


                                            /s/ Sydney S. Smith
                                            -------------------- 
                                                Notary Public 
(SEAL)                          

                                            My commission expires: 2/25/92



                                      -7-
<PAGE>
 
                           ACKNOWLEDGMENT OF COMPANY


STATE OF OHIO

COUNTY OF MONTGOMERY

          I, Charity K. Burgess, Notary Public in and for said County in said
State, hereby certify that William D. Bloebaum, Jr., whose name as Treasurer of
MEAD COATED BOARD, INC., a corporation organized and existing under the laws of
the State of Delaware, is signed to the foregoing instrument and who is known to
me, acknowledged before me on this day that, being informed of the contents of
the said instrument, he, as such officer and with full authority, executed the
same voluntarily for and as the act of said corporation.

          GIVEN under my hand and seal of office, this 24th day of July, 1989.


                                           /s/ Charity K. Burgess
                                           ----------------------
                                                 Notary Public

(SEAL)  
                                           My commission expires: 7/29/89


                                      -8-
<PAGE>
 
                                  EXHIBIT "A"

                                      to

                 Fourth Amendment To Lease Agreement between 
                      THE INDUSTRIAL DEVELOPMENT BOARD OF
                       THE CITY OF PHENIX CITY, ALABAMA 
                                      and
                           MEAD COATED BOARD, INC. 
                           dated as of July 1, 1989


                          DESCRIPTION OF PROJECT LAND
                          ---------------------------

The Project Land includes the following property:

              NEW RECLAIM PLATE FEED AND CONVEYOR AREA (C-28511),
              ---------------------------------------------------

                CHIPS CONVEYOR TO SCREEN HOUSE AREA (C-28513),
                ----------------------------------------------

                     AND CHIPS SCREEN HOUSE AREA (C-28515)
                     -------------------------------------

           All that portion of land and structures lying 13' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State Georgia Coordinate System; and
     lying in Section 28, T 14 N, R 30 E, County of Russell, State of Alabama;
     thence N 63(degrees) 51' 31" E, 790.90' to the point of beginning; thence N
     90(degrees) 00' W, 82.00; thence S 0' 00" W, 8.75'; thence N 90(degrees)
     00' W, 232.22'; thence S 15(degrees) 17' 15" E, 479.72' to a point on the
     northmost side of a rectangular area (Chip Screen House) which parallels
     last said course and is 75.0' north to south (7.00' of which is west of
     last said course) by 49.0' east to west; said rectangular area being the
     point of ending; said land being 0.56+ acres;

                 CHIPS CONVEYOR TO PINE STORAGE AREA (C-28538)
                 ---------------------------------------------

          All that portion of land and structures lying 14' on each side of the
     following described centerline:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System; and
     lying in Section 28, T 14 N, R 


                                      -9-
<PAGE>
 
     30 E, County of Russell, State of Alabama; thence N 45(degrees) 24' 34" E,
     692.79' to the point of beginning; thence S 36(degrees) 51' 02" E, 454.94'
     to the point of ending; said land being 0.29+/- acres;

            CHIPPER DISCHARGE CONVEYOR AREA (C-28536) AND CHIPS TO
            ------------------------------------------------------
                   HARDWOOD STORAGE CONVEYOR AREA (C-28537)
                   ----------------------------------------

          All that portion of land and structures lying 14' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System; and
     lying in Section 28, T 14 N, R 30 E, County of Russell, State of Alabama;
     thence N 71(degrees) 34' 06" E, 600.24' to the point of beginning; thence S
     71(degrees) 04' 32" E, 640.91'; thence N 50(degrees) 08' 32" E, 61.59' to
     the point of ending; said land being 0.45+/- acres;

                   CHIP CONVEYOR TO DIGESTER AREA (C-28521),
                  ----------------------------------------- 
                  CHIP CONVEYOR TO SURGE BIN AREA (C-28519),
                  ------------------------------------------
                         AND CHIP SILO AREA (C-28520)
                         ----------------------------  

          All that portion of land and structures lying 14' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System; and
     lying in Section 28, T 14 N, R 30 E, County of Russell, State of Alabama;
     thence S 48(degrees) 21' 59" W, 84.29' to the point of beginning; thence S
     56(degrees) 07' 32" E, 319.22' to the center of a circular area (Chip Silo)
     with a radius of 15.00' and a central angle of 360(degrees) 00' bounded by
     a rectangular structure 32' -6"+/- East-West and 32' -6"+/- North-South;
     thence N 82(degrees) 51' 32" E, 355.48' to the point of ending; said land
     being 0.45+/- acres;

                  NEW WASHER FACILITY AND BATCH DIGESTER AREA
                  -------------------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows: 


                                     -10-
<PAGE>
 


 
          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence N 48(degrees) 06' 06" W, 35.94' to the point of beginning (N
     792,374.0, E 234,473.25); thence S 0(degrees) 00' W, 133.50'; thence N
     90(degrees) 00' W, 103.39'; thence S 0(degrees) 00' W, 103.50'; thence
     90(degrees) 00' W, 48.00'; thence N 0(degrees) 00' W, 55.75'; thence N
     90(degrees) 00' W, 80.00'; thence S 0(degrees) 00' W, 42.75'; thence N
     90(degrees) 00' W, 63.00'; thence N 0(degrees) 00' W, 110.00'; thence N
     45(degrees) 00' E, 55.00'; thence N 0(degrees) 00' W, 23.11'; thence N
     90(degrees) 00' E, 23.00'; thence N 0(degrees) 00' W, 23.25'; thence N
     90(degrees) 00' E, 170.00'; thence N 0(degrees) 00' W, 28.75'; thence N
     90(degrees) 00' E, 62.50' to the point of beginning; said area being 
     1.01 (plus or minus) acres;

            MILL WATER COOLING TOWER AND NEW REACTOR CLARIFIER AREA
            -------------------------------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 48(degrees) 46' 07" W, 591.71' to the point of beginning (N
     791,960.0 E 234,055.0); thence S 0(degrees) 00' W, 170.00'; thence N
     90(degrees) 00' W, 111.00; thence N 0(degrees) 00' W, 170.00'; thence N
     90(degrees) 00' E, 111.00' to the point of beginning; said land being
     0.43 (plus or minus) acres;

                       TURPENTINE RECOVERY FACILITY AREA
                       ---------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 63(degrees) 26' 06" W, 11.18' to the point of beginning (N
     792,345.0, E 234,490.0); thence N 0' 00" W, 30.00'; thence N 90(degrees)
     00" E, 20.00'; thence S 0(degrees) 00' W, 30.00'; thence N 90(degrees) 00'
     W, 20.00' to the point of beginning; said land being 0.01 (plus or minus)
     acres;

                                     -11-
<PAGE>
 

           LOG STORAGE AREA (C-28522), LOG FEED DECKS AREA (C-28523),
           ----------------------------------------------------------

           DRUM AREA (C-28525), VIBRATING CONVEYORS AREA (C-28532),
           --------------------------------------------------------

               CHIPPER POWER FEED ROLLS AREA (C-28528), CHIP BLDG.
               ---------------------------------------------------

          AREA (C-28535), AND BARK COLLECTING CONVEYOR AREA (C-28531)
          -----------------------------------------------------------


          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence N 80(degrees) 22' 54" E, 879.79' to the point of beginning; thence N
     0(degrees) 00' W, 326.00'; thence N 90(degrees) 00' E, 711.08'; thence S
     0(degrees) 00' W, 326.00'; thence N 90(degrees) 00' W, 328.00'; thence S
     0(degrees) 00' W, 188.00'; thence N 90(degrees) 00' W, 50.00'; thence N
     0(degrees) 00' W, 188.00'; thence N 90(degrees) 00' W, 333.08' to the point
     of beginning; said land being 5.54 (plus or minus) acres;


                        AREA "B" MAINTENANCE SHOP AREA
                        ------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
      T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
      described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 11(degrees) 04' 57" W, 197.69' to the point of beginning (N
     792,156.0, E 234,462.0); thence S 0(degrees) 00" W, 82.00'; thence N
     90(degrees) 00" W, 52.00'; thence N 0(degrees) 00' W, 82.00'; thence N
     90(degrees) 00' E, 52.00 to the point of beginning; said land being 0.10
     (plus or minus) acres;


                       NEW LIM KILN/RECAUSTICIZING AREA
                       --------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02, of the West Zone of the State of Georgia Coordinate System;
     thence N 70(degrees) 51' 29" E, 267.79' to the point of beginning
     (793,238.0 E 233,503.0); thence N 90(degrees) 00' E, 399.23'; thence S
     0(degrees) 00' W, 50.00'; thence N 90(degrees) 00' E, 45.00'; thence S
     0(degrees) 00' W, 78.00'; thence N 90(degrees) 00' W, 444.23'; thence N
     0(degrees) 00' W, 128.00' to the point of beginning; said land being 1.25
     (plus or minus) acres;


                                      -12-

<PAGE>
 
                          NO. 2 RECOVERY BOILER AREA
                          --------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02, of the West Zone of the State of Georgia Coordinate System;
     thence S 40(degrees) 16' 34" E, 439.77' to the point of beginning (N
     792,814.67, E 233,534.32'); thence N 90(degrees) 00' E, 36.30'; thence N
     0(degrees) 00' W, 20.50'; thence N 90(degrees) 00' E, 72.26'; thence N
     0(degrees) 00' W, 14.83'; thence N 90(degrees) 00' E, 110.50'; thence S
     0(degrees) 00' W, 42.58'; thence N 90(degrees) 00' E, 26.00'; thence S
     0(degrees) 00' W, 81.00'; thence N 90(degrees) 00' W, 51.00'; thence N
     0(degrees) 00" W, 25.12'; thence N 90(degrees) 00' W, 85.50'; thence N
     00(degrees) 00' W, 8.63'; thence N 90(degrees) 00' W, 72.26'; thence N
     90(degrees) 00' W, 20.50'; thence N 0(degrees) 00' W, 36.30'; thence N
     0(degrees) 00' W, 34.00' to the point of beginning; said land being 0.47
     (plus or minus) acres;


                      NEW EVAPORATORS AND NEW TANKS AREA
                      ----------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02, of the West Zone of the State of Georgia Coordinate System;
     thence S 62(degrees) 01' 33" E, 637.83' to the point of beginning (N
     792,851.0, E 233,813.33); thence N 90(degrees) 00' E, 246.67'; thence along
     an arc South and East 53.41' having a radius of 34.00' with a central angle
     of 90(degrees) 00'; thence S 0(degrees) 00' W, 135.33'; thence along an arc
     South and West 53.41' having a radius of 34.00' with a central angle of
     90(degrees) 00'; thence N 90(degrees) 00' W, 34.00'; thence N 0(degrees)
     00' W, 99.79'; thence N 90(degrees) 00' W, 69.00'; thence N 59(degrees) 47'
     19" W, 91.42'; thence N 90(degrees) 00' W, 64.67'; thence N 0(degrees) 00'
     W, 57.54' to the point of beginning; said land being 0.72 (plus or minus)
     acres;

     (collectively, the "Unimproved Land"); less, in each case, any structures
     constructed and leased pursuant to a Lease Agreement dated July 1, 1977,
     and recorded in Deed Book 550 at Pages 51-94 (as amended to date, the "1977
     Lease") under which Lessor leased to Georgia Kraft Company ("Georgia
     Kraft") a parcel of land in Russell County, Alabama as more particularly
     described in Exhibit A to the Lease (the "1977 Land"), together with
     certain items of equipment described in Exhibit B to the 1977 Lease
     (Georgia Kraft has assigned its interest in the 1977 Lease to Mead Coated
     Board, Inc.);

                                     -13-
<PAGE>
 

     together with the following easements:

          (a) An easement and right for pedestrian and vehicular traffic to use
     all present and future walks, railroads, roads, driveways and docks upon
     the Board Premises (the 1977 Land less and except the 1988 Land) in order
     to provide all necessary or convenient ingress or egress between the
     Unimproved Land and railroads, public roads and highways and the
     Chattahoochee River and to permit passage between the Unimproved Land and
     the Board Premises;

          (b) An easement and right for the passage of pedestrians and vehicles
     and for the construction, erection, installation, operation, maintenance,
     renewal, replacement and use of material conveying systems, including
     without limitation pipelines, through any part of the Board Premises
     necessary or convenient in order to assure the passage of equipment, raw
     materials, items in the process of manufacture, and finished products from
     the Unimproved Land to the Board Premises, including without limitation
     such rights and easements as are necessary for the movement of personnel,
     vehicles and materials among and between the various parcels of land
     comprising the Board Premises in order to permit and facilitate the
     operation of the Project;

          (c) An easement and right to erect, install, construct, maintain,
     renew, replace and use on, over and under any part of the Board Premises,
     such pipes, conduits, and wires as are necessary or convenient to insure
     access to and an adequate system for or supply of gas, oil, steam,
     compressed air, process and space heat, water, fire protection, sewage and
     industrial waste disposal, electricity, communications, instrumentation and
     control, and other similar facilities to the Unimproved Land and the
     Project including, without limitation, the right to make connections with
     machinery, equipment, pipes, conduits and wires, structures and other
     improvements and appurtenances thereto, on the Board Premises; and

          (d) An easement and right to create and maintain upon the Board
     Premises encroachments of equipment, structures or other improvements which
     will be included on the Unimproved Land and within the Project as presently
     planned, and any similar replacements or substitutions of portions of the
     Project for as long as any such equipment, structures or other improvements
     remain standing, including without limitation the rights of lateral or
     party wall support, and to connect any such equipment, structure or other
     improvements to any structure or improvement on the Board Premises;


                                     -14-

<PAGE>
 

 but subject to the following easements over the Unimproved Land in favor of the
 Board Premises:

          (a) An easement and right for pedestrian and vehicular traffic to use
     all present and future walks, railroads, roads, driveways and docks upon
     the Unimproved Land in order to provide all necessary or convenient ingress
     and egress among and between all portions of the Board Premises and between
     the Board Premises and the Unimproved Land, including without limitation
     portions on which additional improvements may be erected, and railroads,
     public works and highways and the Chattahoochee River and to permit passage
     among and between the various parcels of land comprising the Board
     Premises;

          (b) An easement and right for the passage of pedestrians, vehicles,
     and for the construction, installation, operation, maintenance, renewal,
     replacement and use of material conveyance systems, including without
     limitation, pipelines, through any part of the Unimproved Land necessary or
     convenient in order to assure the passage of equipment, and finished
     products from one portion of the Board Premises to another or between the
     Board Premises and the Unimproved Land, including, without limitation such
     rights and easements as are necessary for the movement of personnel,
     vehicles and material among and between the various parcels of land
     comprising the Board Premises in order to permit and facilitate the
     operation of any facilities located on the Board Premises;

          (c) An easement and right to erect, install, construct, maintain,
     renew, replace and use on, over and under any part of the Unimproved Land,
     such pipes, conduits, and wires and appurtenances as are necessary or
     convenient to assure access to and an adequate system for or supply of gas,
     oil, steam, compressed air, process and space heat, water, fire protection,
     sewage and industrial waste disposal, electricity, communications, 
     instrumentation and control, and other similar facilities to the Board
     Premises, including without limitation, the right to make connections with
     machinery, equipment, pipes, conduits and wires, structures and other
     improvements and appurtenances thereto, on the Unimproved Land; and

          (d) An easement and right to maintain any present equipment,
     structures or other improvements included within the facilities presently
     located on the Board Premises as encroachments upon the Unimproved Land as
     long as any such equipment, structures or other improvements remain
     standing,



                                      -15-
<PAGE>
 
     and to construct and maintain similar encroachments on the Unimproved Land
     in respect of any additional improvements constructed adjacent to the
     Unimproved Land, as long as any such additional improvements remain
     standing, including without limitation the rights of lateral or party wall
     support, and to connect such additional improvements to any structure or
     any improvements on the Unimproved Land.












                                      -16-
<PAGE>
 
                             CONSENT OF BONDHOLDER
                             ---------------------

          MEAD COATED BOARD, INC., as holder of all of the outstanding
Industrial Development Revenue Bonds (Mead Coated Board Project), Series 1988A
of the Industrial Board of the City of Phenix City, Alabama (the "Board"),
hereby consents to the execution and delivery of the foregoing Fourth Amendment
To Lease Agreement dated as of July 1, 1989, between the Board and Mead Coated
Board, Inc., amending the Lease Agreement, dated as of December 1, 1988, as
amended by a First Amendment To Lease Agreement dated as of March 1, 1989, a
Second Amendment to Lease Agreement dated as of April 1, 1989 and a Third
Amendment To Lease Agreement dated as of June 1, 1989, between the Board and
Mead Coated Board, Inc. and directs AmSouth Bank N.A., as Trustee, to consent to
the execution and delivery of the same.

          IN WITNESS WHEREOF, Mead Coated Board, Inc. has caused this Consent
of Bondholder to be executed in its name and behalf as of July 1, 1989.

                                            MEAD COATED BOARD, INC.



                                            By: /s/ W. D. Bloebaum, Jr.
                                                ----------------------------
                                                Title:





                                      -17-
<PAGE>
 
                              CONSENT OF TRUSTEE
                              ------------------


          AMSOUTH BANK N.A., as Trustee under the Trust Indenture dated as of
December 1, 1988, as supplemented by a First Supplemental Trust Indenture dated
as of March 1, 1989, a Second Supplemental Trust Indenture dated as of April 1,
1989 and a Third Supplemental Trust Indenture dated as of June 1, 1989, from the
Industrial Development Board of the City of Phenix City, Alabama (the "Board"),
hereby consents to the execution and delivery of the foregoing Fourth Amendment
To Lease Agreement, dated as of July 1, 1989, between the Board and Mead Coated
Board, Inc., amending the Lease Agreement, dated as of December 1, 1988, as
amended by a First Amendment To Lease Agreement dated as of March 1, 1989, a
Second Amendment To Lease Agreement dated as of April 1, 1989 and a Third
Amendment To Lease Agreement dated as of June 1, 1989, between the Board and
Mead Coated Board, Inc.

          IN WITNESS WHEREOF, AmSouth Bank N.A. has caused this Consent of
Trustee to be executed in its name and behalf as of July 1, 1989.

                                            AMSOUTH BANK N.A., as Trustee



                                            By: /s/ T. Franklin Caley
                                                --------------------------
                                                Title:  

                                      -18-
<PAGE>
 
                                FIFTH AMENDMENT
                                ---------------
                                      TO
                                      --
                                LEASE AGREEMENT
                                ---------------

          THIS FIFTH AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made and
entered into as of December 1, 1989, by and between THE INDUSTRIAL DEVELOPMENT
BOARD OF THE CITY OF PHENIX CITY, ALABAMA (the "Board"), a public body corporate
and politic duly organized and existing under the Constitution and laws of the
State of Alabama, and MEAD COATED BOARD, INC., a Delaware corporation (the
"Company").

                                R E C I T A L S
                                ---------------

          The Board has previously issued and sold $85,000,000 in aggregate
principal amount of The Industrial Development Board of the City of Phenix City,
Alabama Industrial Development Revenue Bonds (Mead Coated Board Project), Series
1988A (the "Series 1988A Bonds"); $43,000,000 in aggregate principal amount of
The Industrial Development Board of the City of Phenix City, Alabama
Industrial Development Revenue Bonds (Mead Coated Board Project), Series 1989A
(the "Series 1989A Bonds"); $45,000,000 in aggregate principal amount of The
Industrial Development Board of the City of Phenix City, Alabama Industrial
Development Revenue Bonds (Mead Coated Board Project), Series 1989B (the
"Series 1989B Bonds"); $37,000,000 in aggregate principal amount of The
Industrial Development Board of the City of Phenix City, Alabama Industrial
Development Revenue Bonds (Mead Coated Board Project) Series 1989C (the "Series
1989C Bonds"); and $40,000,000 in aggregate principal amount of The Industrial
Development Board of the City of Phenix City, Alabama Industrial Development
Revenue Bonds (Mead Coated Board Project) Series 1989D (the "Series 1989D
Bonds"), pursuant to a Trust Indenture, dated as of December 1, 1988 (the
"Original Indenture"), as supplemented by a First Supplemental Trust Indenture
dated as of March 1, 1989, a Second Supplemental Trust Indenture dated as of
April 1, 1989, a Third Supplemental Trust Indenture dated as of June 1, 1989 and
a Fourth Supplemental Trust Indenture dated as of July 1, 1989 (collectively,
the "Indenture"), from the Board to AmSouth Bank N.A., as Trustee (the
"Trustee").
<PAGE>
 
          "Issuer" means the Board.

               "Sodra Leases" means the Lease Agreement dated as of December 8,
          1989 between Sodra Skogsagarna Leasing AB, as lessor, and the Board,
          as lessee, relating to a recovery boiler and certain related
          equipment; the Lease Agreement dated as of December 8, 1989 between
          Sodra Skogsagarna Leasing AB, as lessor, and the Board, as lessee,
          relating to a recausticizing system and certain related equipment; and
          other agreements, instruments or documents entered into or delivered
          by the Board in connection with or pursuant to said Lease Agreements.

               "Sodra Leased Equipment" means the equipment that is the subject
          of the Sodra Lease.

and by adding to the definition of "Permitted Encumbrances" the following
paragraph (m): 

          and (m) the Sodra Leases.

and by amending the definition of "Project Facilities" in its entirety
by deleting said definition and substituting therefor the following:

               "Project Facilities" means the facilities acquired, constructed,
          installed and financed with proceeds of the sale of the Notes and/or
          bonds issued under this Indenture (including any Additional Bonds);
          such facilities are more fully described in the Project Summary, as it
          may be amended from time to time;

Section 3.2 of the Agreement is amended by adding the following provision of the
end of Section 3.2:

          Notwithstanding the foregoing, the Board, for itself, its successors
          and assigns, warrants to the Company, its successors and assigns, that
          it has a leasehold

                                      -3-
<PAGE>
 
          interest in the Sodra Leased Equipment under the Sodra Leases, subject
          only to Permitted Encumbrances and rights of the lessor under the
          Sodra Leases.

Section 5.1 of The Agreement is hereby amended by adding the following provision
of the end of Section 5.1:

          Notwithstanding and in addition to the foregoing, the Agreement and
          the leasehold interest created by the Agreement shall terminate as to
          the Sodra Leased Equipment or any part thereof (and only as to the
          Sodra Leased Equipment) on the earliest of (i) midnight, December 1,
          2028, (ii) payment in full of all Bonds and any Additional Bonds and
          (iii) as to any portion of the Sodra Leased Equipment, termination of
          the applicable Sodra Lease without the exercise by the Board of the
          purchase option provided by such Sodra Lease.

Article V of the Agreement is hereby amended by adding the following new Section
5.7:

          Section 5.7.  Equipment Leases.  The Board agrees to fully and
                        -----------------
          promptly perform all its obligations under the Sodra Leases. The Board
          further agrees that it will take all actions under the Sodra Leases
          directed by the Company, including without limitation the exercise of
          any purchase, renewal and termination options, and will not exercise
          any such purchase, renewal or termination options except as so
          directed by the Company. The Company agrees to comply with all terms
          and conditions of, and to perform all obligations of the Board under,
          the Sodra Leases regarding the use and maintenance of the Sodra Leased
          Equipment. The Company further agrees to pay, on behalf of the Board,
          all amounts payable from time to time by the Board under the Sodra
          Leases.

Section 6.9 of the Agreement is hereby amended by adding the following paragraph
at the end of Section 6.9:

                                      -4-
<PAGE>
 
               The Company shall indemnify and hold harmless the Issuer, and the
          members, officers, agents and employees of the Issuer, from any
          liability, damages, costs and expenses arising out of or resulting
          from the lease of the Sodra Leased Equipment under the Sodra Lease,
          except as the same may arise from the negligence or misconduct of the
          Issuer.

Article VIII of the Agreement is hereby amended by adding the following new
Section 8.7:

          Section 8.7.  Special Release Provisions.  Notwithstanding any other
                        ---------------------------
          provision of this Agreement, the parties hereto reserve the right to
          amend this Agreement at any time and from time to time by mutual
          agreement for the purpose of effecting the release of any portion of
          the equipment that is the subject of the leases referred to in Section
          5.7 (and the portions of the Project Land, or interests therein, on
          which such equipment is located); provided that no release effected
          under this Section shall entitle the Company to any diminution in or
          postponement or abatement of the rents payable under Section 5.3 or
          the obligations under Section 5.7.

Exhibit B to the Agreement is hereby amended by adding the following provision
at the end of Exhibit B:

          The Project includes the Sodra Leased Equipment.

          The term "Bonds" as used in Section 5.3 of the Agreement shall include
the Series 1989E Bonds.

          Section 1.2  Terms of Agreement Applicable to Series 1989E Bonds.  All
          -----------  ----------------------------------------------------
terms, conditions, representations and covenants set forth in the Agreement
applicable to the Series 1988A Bonds and not specifically otherwise provided for
in the Indenture, any supplements thereto or the Agreement, shall apply
 
                                      -5-
<PAGE>
 
with full force and effect to the Series 1989E Bonds. Without limiting the
foregoing, all references in the Agreement to the "Bonds" shall be deemed to
mean the Series 1988A Bonds, the Series 1989A Bonds, the Series 1989B Bonds, the
Series 1989C Bonds, the Series 1989D Bonds and the Series 1989E Bonds, including
without limitation the provisions of Section 5.3 of the Agreement relating to
the payment of rents.

          Section 1.3  Representations and Warranties by the Board.  The Board
          -----------  --------------------------------------------
makes the following representations and warranties as the basis for the
undertakings on its part herein contained:

               (a) Organization and Authority. The Board is a public corporation
                   ---------------------------
     duly organized and validly existing under the provisions of the Act by
     authority of a resolution adopted by the Board of Commissioners of the City
     on June 14, 1960 and a Certificate of Incorporation duly filed for record
     on October 17, 1960, in the office of the Judge of Probate of Russell
     County, Alabama, which Certificate of Incorporation has not been amended or
     been revoked and is of full force and effect. The Board has all requisite
     power and authority under the Act (1) to issue the Series 1989E Bonds, (2)
     to use the proceeds thereof to refund the Notes and to pay the cost to
     acquire, construct and install the Project, (3) to own, lease, encumber and
     dispose of the Project, and (4) to enter into, and perform its obligations
     under, the Sodra Leases, the Indenture, the Agreement and this Amendment.
     The Sodra Leases, this Amendment and the Fifth Supplemental Indenture have
     been duly authorized, executed and delivered by the Board and are legal,
     valid and binding agreements enforceable against the Board in accordance
     with their respective terms.

               (b) Pending Litigation. There are no actions, suits, proceedings,
                   -------------------
     inquiries or investigations pending, or to the knowledge of the Board
     threatened, against or affecting the Board in any court or before any
     governmental authority or arbitration board or tribunal, which adversely
     affect the validity or enforceability of the Series 1989E Bonds, the
     Indenture, the Agreement, the Sodra Leases, this Amendment, or any
     agreement or instrument to which the Board is a party and which is used or
     contemplated for use in the consummation of the transactions contemplated
     hereby or thereby.

               (c) Issue, Sale and Other Transactions Are Legal and Authorized.
                   ------------------------------------------------------------ 
     The issue and sale of the Series 1989E Bonds and the execution and delivery
     by the Board

                                      -6-
<PAGE>
 
     of the Fifth Supplemental Indenture, this Amendment and the Sodra Leases
     and the compliance by the Board with all of the provisions of each thereof
     and of the Series 1989E Bonds (i) are within the purposes, powers and
     authority of the Board, (ii) to the best of the knowledge of the Board,
     have been done in full compliance with the provisions of the Act, are legal
     and will not conflict with or constitute on the part of the Board a
     violation of or a breach of or default under, or result in the creation of
     any lien or encumbrance (other than Permitted Encumbrances under the
     Agreement) upon any property of the Board under the provisions of, its
     certificate of incorporation or bylaws, or any indenture, mortgage, deed of
     trust, note agreement or other agreement or instrument to which the Board
     is a party or by which the Board is bound, or any license, judgment,
     decree, law, statute, order, rule or regulation of any court or
     governmental agency or body having jurisdiction over the Board or any of
     its activities or properties, and (iii) have been duly authorized by all
     necessary corporate action on the part of the Board.

               (d) Governmental Consents.  Neither the nature of the Board nor
                   ----------------------
     any of its activities or properties, nor any relationship between the Board
     and any other person, nor any circumstance in connection with the offer,
     issue, sale or delivery of any of the Series 1989E Bonds is such as to
     require the consent, approval or authorization of, or the filing,
     registration or qualification with, any governmental authority on the part
     of the Board in connection with the execution, delivery and performance of
     the Sodra Leases, the Fifth Supplemental Indenture and this Amendment, or
     the offer, issue, sale or delivery of the Series 1989E Bonds, other than
     (i) the filing with the Alabama Securities Commission of the notification
     of the Board's intention to issue the Series 1989E Bonds and to deliver the
     Sodra Leases required by Act No. 586 enacted at the 1978 Regular Session of
     the Legislature of the State and the issuance by the Director of the
     Alabama Securities Commission of such Certificate of Notification as may be
     required by said Act, and (ii) the due filing and recording of this
     Amendment, the Fifth Supplemental Indenture and the financing statements
     covering the security interests created hereunder and under the Indenture.
     The Board has filed the notification referred to in (i) of the preceding
     sentence and the Director of the Alabama Securities Commission has issued
     Certificate(s) of Notification applicable to the Series

                                      -7-
<PAGE>
 
     1989E Bonds and the Sodra Leases, which Certificates of Notification has
     not been revoked or rescinded and is in full force and effect.

               (e) No Defaults.  The Board is not in default under the Act or
                   ------------
     under its Certificate of Incorporation or Bylaws or any other agreement or
     instrument to which it is a party or by which is bound.

          Section 1.4  Representations and Warranties by the Company. The
          -----------  ----------------------------------------------
Company makes the following representations and warranties as the basis for the
undertakings on its part herein contained:

               (a) The Company (i) is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Delaware, (ii)
     has all requisite corporate power and authority to carry on its business as
     now being conducted and as presently proposed to be conducted, and (iii)
     has duly qualified and is authorized to do business and is in good standing
     as a foreign corporation in the State.

               (b) The Company has the corporate power and has been duly
     authorized to enter into this Amendment and to perform all of its
     obligations hereunder.

               (c) The willingness of the Board to issue the Series 1989E Bonds
     for purposes of financing costs of acquiring, constructing, and installing
     the Project, and to lease the Project to the Company, has induced the
     Company to locate the Project within the State of Alabama and, more
     particularly, within 25 miles of the City.

               (d) The Company is not subject to any contractual or other
     limitation or provision of any nature whatsoever which in any material way
     limits, restricts or prevents the Company from entering into this
     Amendment, or performing any of its obligations hereunder; and the
     execution and delivery of this Amendment, the consummation of the
     transactions contemplated hereby, and the fulfillment of or compliance with
     the terms and conditions of this Amendment will not conflict with or result
     in a breach of the terms, conditions or provisions of any restriction,
     agreement or instrument to which the Company is a party or by which it is
     bound, or constitute a default under any of the foregoing.

                                      -8-
<PAGE>
 
               (e) No event has occurred and no condition exists that would
     constitute an "Event of Default" under the Agreement or this Amendment
     which, with the lapse of time or with the giving of notice or both, would
     become an "Event of Default" under the Agreement or this Amendment.

               (f) To the best of its knowledge and belief, the Company is not
     in violation of any laws, ordinances, governmental rules or regulations to
     which it is subject and has not failed to obtain any licenses, permits,
     franchises or other governmental authorizations necessary to the ownership
     of its properties or to the conduct of its business, which violation or
     failure to obtain would reasonably be expected to materially and adversely
     affect the ability of the Company to perform its obligations under this
     Amendment.

          Section 1.5  Agreement Regarding Sodra Leased Equipment.  The Board
          -----------  -------------------------------------------
and the Company acknowledge and agree that (a) during the term of the Sodra
Leases, title to the Sodra Leased Equipment will be held by Sodra Skogsagarna
Leasing AB and (b) the Sodra Leased Equipment is to be and remain personal
property for the term of the Sodra Leases and it is not the intent of the Board
and the Company that the Sodra Leased Equipment be deemed to be real property or
affixed to real property.

                                  ARTICLE II

                                 MISCELLANEOUS
                                 -------------

          Section 2.1  Agreement and Amendment as One Document.  As amended by
          -----------  ----------------------------------------
this Amendment, the Agreement is in all respects ratified and confirmed and the
Agreement and this Amendment shall be read, taken and construed as one and the
same instrument.

          Section 2.2  References.  All references herein or in the Agreement to
          -----------  ----------- 
any Article, Section or provision of the Agreement shall refer to any such
Article, Section or provision as hereby amended.

          Section 2.3  Counterparts.  This Amendment may be simultaneously
          -----------  -------------
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.

                                      -9-
<PAGE>
 
          Section 2.4 Captions. The captions or headings in this Amendment are
          ----------- ---------
for convenience only and in no way define, limit or describe the scope or intent
of any provision of this Amendment.

          Section 2.5 Applicable Law. This Amendment shall be construed in
          ----------- ---------------
accordance with the laws of the State of Alabama.

          IN WITNESS WHEREOF, the Board and the Company have caused this
Amendment to be executed in their respective corporate names as of the date
first written above.

                                        THE INDUSTRIAL DEVELOPMENT BOARD OF
ATTEST:                                 THE CITY OF PHENIX CITY, ALABAMA


By: /s/ Carlotta Waldrop                By: /s/ Kenneth A. Roberts
   --------------------------              ----------------------------- 
   Secretary                               Chairman


                                        MEAD COATED BOARD, INC.

                                        By: /s/ Jeffery M. O'Connell
                                           ----------------------------- 
                                           Vice President     

                                     -10-
<PAGE>
 
                            ACKNOWLEDGMENT OF BOARD

STATE OF ALABAMA

COUNTY OF RUSSELL

          I, Sydney S. Smith, a Notary Public in and for said County in said
State, hereby certify that Kenneth A. Roberts, whose name as Chairman of the
Board of Directors of THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PHENIX
CITY, ALABAMA, a public corporation and instrumentality under the laws of the
State of Alabama, is signed to the foregoing instrument and who is known to me,
acknowledged before me on this day that, being informed of the contents of the
said instrument, he, as such officer and with full authority, executed the same
voluntarily for and as the act of said public corporation.

          GIVEN under my hand and seal of office, this 14th day of December,
1989.                       

                                       /s/ Sydney S. Smith
                                       --------------------------           
                                            Notary Public

(SEAL)
                                       My commission expires: 2/25/92
                                                             --------   

                                      -11-
<PAGE>
 
                           ACKNOWLEDGMENT OF COMPANY

STATE OF OHIO

COUNTY OF MONTGOMERY

          I, Janet M. Cocuzzi, Notary Public in an for said County in said
County in said State, hereby certify that Jeffrey M. O'Connell, whose name as
VP. Admin. of MEAD COATED BOARD, INC., a corporation organized and existing
under the laws of the State of Delaware, is signed to the foregoing instrument
and who is known to me, acknowledged before me on this day that, being informed
of the contents of the said instrument, he, as such officer and with full
authority, executed the same voluntarily for and as the act of said corporation.

          GIVEN under my hand and seal of office, this 8th day of December,
1989.


                                        /s/ Janet M. Cocuzzi
                                        ---------------------------
                                             Notary Public 
 
(SEAL)                                   Notary Public, DeKalb County, Georgia
                                         My Commission Expires: May 14, 1990


                                        My Commission expires: __________

 

                                      -12-
<PAGE>
 
                                  EXHIBIT "A"

                                      to

                  Fifth Amendment To Lease Agreement between 
                      THE INDUSTRIAL DEVELOPMENT BOARD OF
                       THE CITY OF PHENIX CITY, ALABAMA 
                                      and
                           MEAD COATED BOARD, INC. 
                         dated as of December 1, 1989


                          DESCRIPTION OF PROJECT LAND
                          ---------------------------

The Project Land includes the following property:

              NEW RECLAIM PLATE FEED AND CONVEYOR AREA (C-28511),
              ---------------------------------------------------
                CHIPS CONVEYOR TO SCREEN HOUSE AREA (C-28513),
                ----------------------------------------------
                     AND CHIPS SCREEN HOUSE AREA (C-28515)
                     -------------------------------------

          All that portion of land and structures lying 13' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State Georgia Coordinate System; and
     lying in Section 28, T 14 N, R 30 E, County of Russell, State of Alabama;
     thence N 63(degrees) 51' 31" E, 790.90' to the point of beginning; thence N
     90(degrees) 00' W, 82.00; thence S 0' 00" W, 8.75'; thence N 90(degrees)
     00' W, 232.22'; thence S 15(degrees) 17' 15" E, 479.72' to a point on the
     northmost side of a rectangular area (Chip Screen House) which parallels
     last said course and is 75.0' north to south (7.00' of which is west of
     last said course) by 49.0' east to west; said rectangular area being the
     point of ending; said land being 0.56 (plus or minus) acres;

                 CHIPS CONVEYOR TO PINE STORAGE AREA (C-28538)
                 ---------------------------------------------
        
          All that portion of land and structures lying 14' on each side of the 
     following described centerline:

                                      -13-
<PAGE>
 
          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System; and
     lying in Section 28, T 14 N, R 30 E, County of Russell, State of Alabama;
     thence N 45(degrees) 24' 34" E, 692.79' to the point of beginning; thence S
     36(degrees) 51' 02" E, 454.94' to the point of ending; said land being 0.29
     (plus or minus) acres;

            CHIPPER DISCHARGE CONVEYOR AREA (C-28536) AND CHIPS TO
            ------------------------------------------------------ 

                   HARDWOOD STORAGE CONVEYOR AREA (C-28537)
                   ----------------------------------------     
                        
          All that portion of land and structures lying 14' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System; and
     lying in Section 28, T 14 N, R 30 E, County of Russell, State of Alabama;
     thence N 71(degrees) 34' 06" E, 600.24 ' to the point of beginning; thence
     S 71(degrees) 04' 32" E, 640.91'; thence N 50(degrees) 08' 32" E, 61.59' to
     the point of ending; said land being 0.45 (plus or minus) acres;


                   CHIP CONVEYOR TO DIGESTER AREA (C-28521),
                   -----------------------------------------          
                  CHIP CONVEYOR TO SURGE BIN AREA (C-28519),
                  ------------------------------------------          
                         AND CHIP SILO AREA (C-28520)
                         ----------------------------         

          All that portion of land and structures lying 14' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System; and
     lying in Section 28, T 14 N, R 30 E, County of Russell, State of Alabama;
     thence S 48(degrees) 21' 59" W, 84.29' to the point of beginning; thence S
     56(degrees) 07' 32" E, 319.22' to the center of a circular area (Chip Silo)
     with a radius of 15.00' and a central angle of 360(degrees) 00' bounded by
     a rectangular structure 32' -6" (plus or minus) East-West and 32' -6" (plus
     or minus) North-South; thence N 82(degrees) 51' 32" E, 355.48' to the point
     of ending; said land being 0.45 (plus or minus) acres;
                                                        

                                      -14-
<PAGE>
 


                 NEW WASHER FACILITY  AND BATCH DIGESTER AREA
                 --------------------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence N 48 degrees 06' 06" W, 35.94' to the point of beginning (N
     792,374.0, E 234,473.25); thence S 0 degrees 00' W, 133.50'; thence N 90
     degrees 00' W, 103.39'; thence S 0 degrees 00' W, 103.50'; thence 90
     degrees 00' W, 48.00'; thence N 0 degrees 00' W, 55.75'; thence N 90
     degrees 00' W, 80.00'; thence S 0 degrees 00' W, 42.75'; thence N 90
     degrees 00' W, 63.00'; thence N 0 degrees 00' W, 110.00'; thence N 45
     degrees 00' E, 55.00'; thence N 0 degrees 00' W, 23.11'; thence N 90
     degrees 00' E, 23.00'; thence N 0 degrees 00' W, 23.25'; thence N 90
     degrees 00' E, 170.00'; thence N 0 degrees 00' W, 28.75'; thence N 90
     degrees 00' E, 62.50' to the point of beginning; said area being 1.01 (plus
     or minus) acres;

            MILL WATER COOLING TOWER AND NEW REACTOR CLARIFIER AREA
            -------------------------------------------------------       

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 48 degrees 46' 07" W, 591.71' to the point of beginning (N
     791,960.0 E 234,055.0); thence S 0' 00' W, 170.00'; thence N 90 degrees 00'
     W, 111.00; thence N 0 degrees 00' W, 170.00'; thence N 90 degrees 00' E,
     111.00' to the point of beginning; said land being 0.43 (plus or minus)
     acres;


                       TURPENTINE RECOVERY FACILITY AREA
                       ---------------------------------        
                                                           

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 63 degrees 26' 06" W, 11.18' to the point of beginning (N
     792,345.0, E 234,490.0); thence N 0 degrees 00' W, 30.00'; thence N 90
     degrees 00" E, 20.00'; thence S 0 degrees 00' W, 30.00'; thence N 90
     degrees 00' W, 20.00' to the point of beginning; said land being 0.01 (plus
     or minus) acres;


                                      -15-
<PAGE>
 

          LOG STORAGE AREA (C-28522), LOG FEED DECKS AREA (C-28523),
          ----------------------------------------------------------
           DRUM AREA (C-28525), VIBRATING CONVEYORS AREA (C-28532),
           --------------------------------------------------------
              CHIPPER POWER FEED ROLLS AREA (C-28528), CHIP BLDG.
              ---------------------------------------------------
          AREA (C-28535), AND BARK COLLECTING CONVEYOR AREA (C-28531)
          -----------------------------------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence N 80 degrees 22' 54" E, 879.79' to the point of beginning; thence N
     0 degrees 00' W, 326.00'; thence N 90 degrees 00' E, 711.08'; thence S 0
     degrees 00' W, 326.00'; thence N 90 degrees 00' W, 328.00'; thence S 0
     degrees 00' W, 188.00'; thence N 90 degrees 00' W, 50.00'; thence N 0
     degrees 00' W, 188.00'; thence N 90 degrees 00' W, 333.08' to the point of
     beginning; said land being 5.54 (plus or minus) acres;

                        AREA "B" MAINTENANCE SHOP AREA
                        ------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 11 degrees 04' 57" W, 197.69' to the point of beginning (N
     792,156.0, E 234,462.0); thence S 0 degrees 00" W, 82.00'; thence N 90
     degrees 00" W, 52.00'; thence N 0 degrees 00' W, 82.00'; thence N 90
     degrees 00' E, 52.00 to the point of beginning; said land being 0.10 (plus
     or minus) acres;

                      NEW LIME KILN/RECAUSTICIZING AREA 
                       ---------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02, of the West Zone of the State of Georgia Coordinate System;
     thence N 70 degrees 51' 29" E, 267.79' to the point of beginning (793,238.0
     E 233,503.0); thence N 90 degrees 00' E, 399.23'; thence S 0 degrees 00' W,
     50.00'; thence N 90 degrees 00' E, 45.00'; thence S 0 degrees 00' W,
     78.00'; thence N 90 degrees 00' W, 444.23'; thence N 0 degrees 00' W,
     128.00' to the point of beginning; said land being 1.25 (plus or minus)
     acres;

                                      -16-
<PAGE>
 

                          NO. 2 RECOVERY BOILER AREA
                          --------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02, of the West Zone of the State of Georgia Coordinate System;
     thence S 40(degrees) 16' 34" E, 439.77' to the point of beginning (N
     792,814.67, E 233,534.32'); thence N 90(degrees) 00' E, 36.30'; thence N
     0(degrees) 00' W, 20.50'; thence N 90(degrees) 00' E, 72.26'; thence N
     0(degrees) 00' W, 14.83'; thence N 90(degrees) 00' E, 110.50'; thence S
     0(degrees) 00' W, 42.58'; thence N 90(degrees) 00' E, 26.00'; thence S
     0(degrees) 00' W, 81.00'; thence N 90(degrees) 00' W, 51.00'; thence N
     0(degrees) 00" W, 25.12'; thence N 90(degrees) 00' W, 85.50'; thence N
     00(degrees) 00' W, 8.63'; thence N 90(degrees) 00' W, 72.26'; thence N
     90(degrees) 00' W, 20.50'; thence N 0(degrees) 00' W, 36.30'; thence N
     0(degrees) 00' W, 34.00' to the point of beginning; said land being 0.47
     (plus or minus) acres;

                      NEW EVAPORATORS AND NEW TANKS AREA
                      ----------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02, of the West Zone of the State of Georgia Coordinate System;
     thence S 62(degrees) 01' 33" E, 637.83' to the point of beginning (N
     792,851.0, E 233,813.33); thence N 90(degrees) 00' E, 246.67'; thence along
     an arc South and East 53.41' having a radius of 34.00' with a central angle
     of 90(degrees) 00'; thence S 0(degrees) 00' W, 135.33'; thence along an arc
     South and West 53.41' having a radius of 34.00' with a central angle of
     90(degrees) 00'; thence N 90(degrees) 00' W, 34.00'; thence N 0(degrees)
     00' W, 99.79'; thence N 90(degrees) 00' W, 69.00'; thence N 59(degrees) 47'
     19" W, 91.42'; thence N 90(degrees) 00' W, 64.67'; thence N 0(degrees) 00'
     W, 57.54' to the point of beginning; said land being 0.72 (plus or minus)
     acres;

     (collectively, the "Unimproved Land"); less, in each case, any structures
     constructed and leased pursuant to a Lease Agreement dated July 1, 1977,
     and recorded in Deed Book 550 at Pages 51-94 (as amended to date, the "1977
     Lease") under which Lessor leased to Georgia Kraft Company ("Georgia
     Kraft") a parcel of land in Russell County, Alabama as more particularly
     described in Exhibit A to the Lease (the "1977 Land"), together with
     certain items of equipment described in Exhibit B to the 1977 Lease
     (Georgia Kraft has assigned its interest in the 1977 Lease to Mead Coated
     Board, Inc.);

                                      -17-
<PAGE>
 
together with the following easements:
       
          (a) An easement and right for pedestrian and vehicular traffic to use
     all present and future walks, railroads, roads, driveways and docks upon
     the Board Premises (the 1977 Land less and except the 1988 Land) in order
     to provide all necessary or convenient ingress or egress between the
     Unimproved Land and railroads, public roads and highways and the
     Chattahoochee River and to permit passage between the Unimproved Land and
     the Board Premises;

          (b) An easement and right for the passage of pedestrians and vehicles
     and for the construction, erection, installation, operation, maintenance,
     renewal, replacement and use of material conveying systems, including
     without limitation pipelines, through any part of the Board Premises
     necessary or convenient in order to assure the passage of equipment, raw
     materials, items in the process of manufacture, and finished products from
     the Unimproved Land to the Board Premises, including without limitation
     such rights and easements as are necessary for the movement of personnel,
     vehicles and materials among and between the various parcels of land
     comprising the Board Premises in order to permit and facilitate the
     operation of the Project;

          (c) An easement and right to erect, install, construct, maintain,
     renew, replace and use on, over and under any part of the Board Premises,
     such pipes, conduits, and wires as are necessary or convenient to insure
     access to and an adequate system for or supply of gas, oil, steam,
     compressed air, process and space heat, water, fire protection, sewage and
     industrial waste disposal, electricity, communications, instrumentation and
     control, and other similar facilities to the Unimproved Land and the
     Project including, without limitation, the right to make connections with
     machinery, equipment, pipes, conduits and wires, structures and other
     improvements and appurtenances thereto, on the Board Premises; and

          (d) An easement and right to create and maintain upon the Board
     Premises encroachments of equipment, structures or other improvements which
     will be included on the Unimproved Land and within the Project as presently
     planned, and any similar replacements or substitutions of portions of the
     Project for as long as any such equipment, structures or other improvements
     remain standing, including without limitation the rights of lateral or
     party wall support, and to connect any such equipment, structure or other
     improvements to any structure or improvement on the Board Premises;

                                      -18-
<PAGE>
 
but subject to the following easements over the Unimproved Land in favor of the
Board Premises:

          (a) An easement and right for pedestrian and vehicular traffic to use
     all present and future walks, railroads, roads, driveways and docks upon
     the Unimproved Land in order to provide all necessary or convenient ingress
     and egress among and between all portions of the Board Premises and between
     the Board Premises and the Unimproved Land, including without limitation
     portions on which additional improvements may be erected, and railroads,
     public works and highways and the Chattahoochee River and to permit passage
     among and between the various parcels of land comprising the Board
     Premises;

          (b) An easement and right for the passage of pedestrians, vehicles,
     and for the construction, installation, operation, maintenance, renewal,
     replacement and use of material conveyance systems, including without
     limitation, pipelines, through any part of the Unimproved Land necessary or
     convenient in order to assure the passage of equipment, and finished
     products from one portion of the Board Premises to another or between the
     Board Premises and the Unimproved Land, including, without limitation such
     rights and easements as are necessary for the movement of personnel,
     vehicles and material among and between the various parcels of land
     comprising the Board Premises in order to permit and facilitate the
     operation of any facilities located on the Board Premises; 

          (c) An easement and right to erect, install, construct, maintain,
     renew, replace and use on, over and under any part of the Unimproved Land,
     such pipes, conduits, and wires and appurtenances as are necessary or
     convenient to assure access to and an adequate system for or supply of gas,
     oil, steam, compressed air, process and space heat, water, fire protection,
     sewage and industrial waste disposal, electricity, communications,
     instrumentation and control, and other similar facilities to the Board
     Premises, including without limitation, the right to make connections with
     machinery, equipment, pipes, conduits and wires, structures and other
     improvements and appurtenances thereto, on the Unimproved Land; and

          (d) An easement and right to maintain any present equipment,
     structures or other improvements included within the facilities presently
     located on the Board Premises as encroachments upon the Unimproved Land as
     long as any such equipment, structures or other improvements remain
     standing,
              
                                      -19-
<PAGE>
 
     and to construct and maintain similar encroachments on the Unimproved Land
     in respect of any additional improvements constructed adjacent to the
     Unimproved Land, as long as any such additional improvements remain
     standing, including without limitation the rights of lateral or party wall
     support, and to connect such additional improvements to any structure or
     any improvements on the Unimproved Land.

                                      -20-
<PAGE>
 
                             CONSENT OF BONDHOLDER
                             ---------------------

          MEAD COATED BOARD, INC., as holder of all of the outstanding
Industrial Development Revenue Bonds (Mead Coated Board Project), Series 1988A
of the Industrial Board of the City of Phenix City, Alabama (the "Board"),
hereby consents to the execution and delivery of the foregoing Fifth Amendment
To Lease Agreement dated as of October 1, 1989, between the Board and Mead
Coated Board, Inc., amending the Lease Agreement, dated as of December 1, 1988,
as amended by a First Amendment To Lease Agreement dated as of March 1, 1989, a
Second Amendment to Lease Agreement dated as of April 1, 1989, a Third Amendment
To Lease Agreement dated as of June 1, 1989 and a Fourth Amendment To Lease
Agreement dated as of July 1, 1989, between the Board and Mead Coated Board,
Inc. and directs AmSouth Bank N.A., as Trustee, to consent to the execution
and delivery of the same.

          IN WITNESS WHEREOF, Mead Coated Board, Inc. has caused this Consent of
Bondholder to be executed in its name and behalf as of December 1, 1989.

 
                                   MEAD COATED BOARD, INC.
 
                                   By: /s/ 
                                       -------------------------------
                                       Vice President

                                      -21-
<PAGE>
 
                              CONSENT OF TRUSTEE
                              ------------------

          AMSOUTH BANK N.A., as Trustee under the Trust Indenture dated as of
December 1, 1988, as supplemented by a First Supplemental Trust Indenture dated
as of March 1, 1989, a Second Supplemental Trust Indenture dated as of April 1,
1989, a Third Supplemental Trust Indenture dated as of June 1, 1989 and a Fourth
Supplemental Trust Indenture dated as of July 1, 1989, from the Industrial 
Development Board of the City of Phenix City, Alabama (the "Board"), hereby
consents to the execution and delivery of the foregoing Fifth Amendment To Lease
Agreement, dated as of October 1, 1989, between the Board and Mead Coated Board,
Inc., amending the Lease Agreement, dated as of December 1, 1988, as amended by
a First Amendment To Lease Agreement dated as of March 1, 1989, a Second
Amendment To Lease Agreement dated as of April 1, 1989, a Third Amendment To
Lease Agreement dated as of June 1, 1989 and a Fourth Amendment To Lease
Agreement dated as or July 1, 1989, between the Board and Mead Coated Board, 
Inc.

          IN WITNESS WHEREOF, AmSouth Bank N.A. has caused this Consent of
Trustee to be executed in its name and behalf as of December l, 1989.


                                       AMSOUTH BANK N.A., as Trustee


                                       By: /s/ 
                                           ----------------------------------
                                           Title:  Assistant Vice President 
                                                   and Corporate Trust Officer



                                      -22-
<PAGE>
 
                                SIXTH AMENDMENT
                                ---------------
                                      TO
                                      --
                                LEASE AGREEMENT
                                ---------------

          THIS SIXTH AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made and
entered into as of May 1, 1990, by and between THE INDUSTRIAL DEVELOPMENT BOARD
OF THE CITY OF PHENIX CITY, ALABAMA (the "Board"), a public body corporate and
politic duly organized and existing under the Constitution and laws of the State
of Alabama, and MEAD COATED BOARD, INC., a Delaware corporation (the
"Company").

                                R E C I T A L S
                                ---------------

          The Board has previously issued and sold $85,000,000 in aggregate
principal amount of The Industrial Development Board of the City of Phenix City,
Alabama Industrial Development Revenue Bonds (Mead Coated Board Project), Series
1988A (the "Series 1988A Bonds"); $43,000,000 in aggregate principal amount of
The Industrial Development Board of the City of Phenix City, Alabama Industrial
Development Revenue Bonds (Mead Coated Board Project), Series 1989A (the "Series
1989A Bonds"); $45,000,000 in aggregate principal amount of The Industrial
Development Board of the City of Phenix City, Alabama Industrial Development
Revenue Bonds (Mead Coated Board Project), Series 1989B (the "Series 1989B
Bonds"); $37,000,000 in aggregate principal amount of The Industrial Development
Board of the City of Phenix City, Alabama Industrial Development Revenue Bonds
(Mead Coated Board Project), Series 1989C (the "Series 1989C Bonds");
$40,000,000 in aggregate principal amount of The Industrial Development Board of
the City of Phenix City, Alabama Industrial Development Revenue Bonds (Mead
Coated Board Project), Series 1989D (the "Series 1989D Bonds") and $49,667,074
of The Industrial Development Board of the City of Phenix City, Alabama
Industrial Development Revenue Bonds (Mead Coated Board Project), Series 1989E
(the "Series 1989E Bonds") pursuant to a Trust Indenture dated as of December 1,
1988 (the "Original Indenture"), as supplemented by a First Supplemental Trust
Indenture dated as of March 1, 1989, a Second Supplemental Trust Indenture dated
as of April 1, 1989, a Third Supplemental Trust Indenture dated as of June 1,
1989, a Fourth Supplemental Trust Indenture dated as of July 1, 1989 and a Fifth
Supplemental Trust Indenture dated as of December 1, 1989 (collectively, the
"Indenture"), from the Board to AmSouth Bank N.A., as Trustee (the "Trustee").

          The Board has used the proceeds of the sale of the Series 1988A Bonds,
the Series 1989A Bonds, the Series 1989B Bonds, the Series 1989C Bonds, the
Series 1989D Bonds and the Series 1989E Bonds for the payment of outstanding
industrial
<PAGE>
 
development temporary borrowing notes (the "Notes") issued by the Board for the
purpose of funding the acquisition, construction and installation of a coated
natural kraft mill and related facilities (the "Project") in connection with
certain industrial facilities located near Phenix City, Alabama. The Project is
owned by the Board and leased to the Company pursuant to a Lease Agreement dated
as of December 1, 1988, as amended by the First Amendment To Lease Agreement
dated as of March 1, 1989, the Second Amendment To Lease Agreement dated as of
April 1, 1989, the Third Amendment To Lease Agreement dated as of June 1, 1989,
the Fourth Amendment To Lease Agreement dated as of July 1, 1989 and the Fifth
Amendment To Lease Agreement dated as of December 1, 1989 (collectively, the
"Agreement"). The Agreement obligates the Company to make rental payments in
such amounts and at such times as will provide for the payment of the principal
and interest on the Series 1988A Bonds, the Series 1989A Bonds, the Series 1989B
Bonds, the Series 1989C Bonds, the Series 1989D Bonds and the Series 1989E Bonds
as the same becomes due and payable.

          Under Article IV of the Original Indenture, the Board is permitted to
issue Additional Bonds (as defined in the Original Indenture) in order to pay
additional Notes issued by the Board in connection with the Project. In that
connection, the Board is issuing $170,000,000 in aggregate principal amount of
Industrial Development Revenue Bonds (Mead Coated Board Project), Series 1990A
(the "Series 1990A Bonds"), pursuant to the Indenture as supplemented by a Sixth
Supplemental Trust Indenture dated as of May 1, 1990 (the "Sixth Supplemental
Indenture") from the Board to the Trustee. The Indenture as supplemented by the
Sixth Supplemental Indenture is hereinafter referred to as the "Indenture".

          NOW, THEREFORE, as contemplated by Section 4.5 of the Agreement and in
accordance with Section 1501 of the Original Indenture, the parties hereto
desire to amend the Agreement as follows:

                                   ARTICLE I

                     PROVISIONS FOR AMENDING THE AGREEMENT
                     -------------------------------------

          Section 1.1 Amendment of Section 5.3 of the Aqreement. The term
          ----------- -----------------------------------------      
"Bonds" as used in Section 5.3 of the Agreement shall include the Series 1990A
Bonds.

          Section 1.2 Terms of Agreement Applicable to Series 1990A Bonds. All
          ----------- ---------------------------------------------------
terms, conditions, representations and covenants set forth in the Agreement
applicable to the Series 1988A Bonds and not specifically otherwise provided for
in the Indenture, any supplements thereto or the Agreement, shall apply with
full force and effect to the Series 1990A Bonds. Without

                                      -2-
<PAGE>
 

limiting the foregoing, all references in the Agreement to the "Bonds" shall be
deemed to mean the Series 1988A Bonds, the Series 1989A Bonds, the Series 1989B
Bonds, the Series 1989C Bonds, the Series 1989D Bonds, the Series 1989E Bonds
and the Series 1990A Bonds, including without limitation the provisions of
Section 5.3 of the Agreement relating to the payment of rents.

          Section 1.3 Representations and Warranties by the Board. The Board
          ----------- -------------------------------------------
makes the following representations and warranties as the basis for the
undertakings on its part herein contained:

          (a) Organization and Authority. The Board is a public corporation
              --------------------------
     duly organized and validly existing under the provisions of the Act by
     authority of a resolution adopted by the Board of Commissioners of the
     City on June 14, 1960 and a Certificate of Incorporation duly filed for
     record on October 17, 1960, in the office of the Judge of Probate of
     Russell County, Alabama, which Certificate of Incorporation has not been
     amended or been revoked and is of full force and effect. The Board has all
     requisite power and authority under the Act (1) to issue the Series 1990A
     Bonds, (2) to use the proceeds thereof to refund the Notes issued to pay
     the cost to acquire, construct and install the Project, (3) to own, lease,
     encumber and dispose of the Project, and (4) to enter into, and perform its
     obligations under, the Indenture, the Agreement and this Amendment. This
     Amendment and the Sixth Supplemental Indenture have been duly authorized,
     executed and delivered by the Board and are legal, valid and binding
     agreements enforceable against the Board in accordance with their
     respective terms.

          (b) Pending Litigation. There are no actions, suits, proceedings,
              ------------------
     inquiries or investigations pending, or to the knowledge of the Board
     threatened, against or affecting the Board in any court or before any
     governmental authority or arbitration board or tribunal, which adversely
     affect the validity or enforceability of the Series 1990A Bonds, the
     Indenture, the Agreement, this Amendment, or any agreement or instrument to
     which the Board is a party and which is used or contemplated for use in the
     consummation of the transactions contemplated hereby or thereby.

          (c) Issue, Sale and Other Transactions Are Legal and Authorized. The
              -----------------------------------------------------------  
     issue and sale of the Series 1990A Bonds and the execution and delivery by
     the Board of the Sixth Supplemental Indenture and this Amendment and the
     compliance by the Board with all of the provisions of each thereof and of
     the Series 1990A Bonds (i) are within the purposes, powers and
     authority of the

                                      -3-
<PAGE>
 
     Board, (ii) to the best of the knowledge of the Board, have been done in
     full compliance with the provisions of the Act, are legal and will not
     conflict with or constitute on the part of the Board a violation of or a
     breach of or default under, or result in the creation of any lien or
     encumbrance (other than Permitted Encumbrances under the Agreement) upon
     any property of the Board under the provisions of, its certificate of
     incorporation or Bylaws, or any indenture, mortgage, deed of trust, note
     agreement or other agreement or instrument to which the Board is a party or
     by which the Board is bound, or any license, judgment, decree, law,
     statute, order, rule or regulation of any court or governmental agency or
     body having jurisdiction over the Board or any of its activities or
     properties, and (iii) have been duly authorized by all necessary corporate
     action on the part of the Board.

          (d) Governmental Consents. Neither the nature of the Board nor any of
              ---------------------  
     its activities or properties, nor any relationship between the Board and
     any other person, nor any circumstance in connection with the offer, issue,
     sale or delivery of any of the Series 1990A Bonds is such as to require the
     consent, approval or authorization of, or the filing, registration or
     qualification with, any governmental authority on the part of the Board in
     connection with the execution, delivery and performance of the Sixth
     Supplemental Indenture and this Amendment, or the offer, issue, sale or
     delivery of the Series 1990A Bonds, other than (i) the filing with the
     Alabama Securities Commission of the notification of the Board's intention
     to issue the Series 1990A Bonds required by Act No. 586 enacted at the 1978
     Regular Session of the Legislature of the State and the issuance by the
     Director of the Alabama Securities Commission of such Certificate of
     Notification as may be required by said Act, and (ii) the due filing and
     recording of this Amendment, the Sixth Supplemental Indenture and the
     financing statements covering the security interests created hereunder and
     under the Indenture. The Board has filed the notification referred to in
     (i) of the preceding sentence and the Director of the Alabama Securities
     Commission has issued a Certificate of Notification applicable to the
     Series 1990A Bonds, which Certificate of notification has not been revoked
     or rescinded and is in full force and effect.

          (e) No Defaults. The Board is not in default under the Act or under
              -----------  
     its Certificate of Incorporation or Bylaws or any other agreement or
     instrument to which it is a party or by which is bound.

                                      -4-
<PAGE>
 
          Section 1.4 Representations and Warranties by the Company. The Company
          ----------- ---------------------------------------------
makes the following representations and warranties as the basis for the
undertakings on its part herein contained:

          (a) The Company (i) is a corporation duly organized, validly existing
     and in good standing under the laws of the State of Delaware, (ii) has all
     requisite corporate power and authority to carry on its business as now
     being conducted and as presently proposed to be conducted, and (iii) has
     duly qualified and is authorized to do business and is in good standing as
     a foreign corporation in the State.

          (b) The Company has the corporate power and has been duly authorized
     to enter into this Amendment and to perform all of its obligations
     hereunder.

          (c) The willingness of the Board to issue the Series 1990A Bonds for
     purposes of financing costs of acquiring, constructing, and installing the
     Project, and to lease the Project to the Company, has induced the Company
     to locate the Project within the State of Alabama and, more particularly,
     within 25 miles of the City.

          (d) The Company is not subject to any contractual or other limitation
     or provision of any nature whatsoever which in any material way limits,
     restricts or prevents the Company from entering into this Amendment, or
     performing any of its obligations hereunder; and the execution and delivery
     of this Amendment, the consummation of the transactions contemplated
     hereby, and the fulfillment of or compliance with the terms and conditions
     of this Amendment will not conflict with or result in a breach of the
     terms, conditions or provisions of any restriction, agreement or instrument
     to which the Company is a party or by which it is bound, or constitute a
     default under any of the foregoing. 

          (e) No event has occurred and no condition exists that would
     constitute an "Event of Default" under the Agreement or this Amendment
     which, with the lapse of time or with the giving of notice or both, would
     become an "Event of Default" under the Agreement or this Amendment.

          (f) To the best of its knowledge and belief, the Company is not in
     violation of any laws, ordinances, governmental rules or regulations to
     which it is subject and has not failed to obtain any licenses, permits,

                                      -5-
<PAGE>
 
     franchises or other governmental authorizations necessary to the ownership
     of its properties or to the conduct of its business, which violation or
     failure to obtain would reasonably be expected to materially and adversely
     affect the abililty of the Company to perform its obligations under this
     Amendment.

                                  ARTICLE II

                                 MISCELLANEOUS
                                 -------------

          Section 2.1 Agreement and Amendment as One Document. As amended by
          ----------- ---------------------------------------     
this Amendment, the Agreement is in all respects ratified and confirmed and the
Agreement and this Amendment shall be read, taken and construed as one and the
same instrument.

          Section 2.2 References. All references herein or in the Agreement to
          ----------- ----------
any Article, Section or provision of the Agreement shall refer to any such
Article, Section or provision as hereby amended.

          Section 2.3 Counterparts. This Amendment may be simultaneously
          ----------- ------------
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.

          Section 2.4 Captions. The captions or headings in this Amendment are
          ----------- --------
for convenience only and in no way define, limit or describe the scope or intent
of any provision of this Amendment.

          Section 2.5 Applicable Law. This Amendment shall be construed in
          ----------- --------------
accordance with the laws of the State of Alabama.

          IN WITNESS WHEREOF, the Board and the Company have caused this
Amendment to be executed in their respective corporate names as of the date
first written above.

                                       THE INDUSTRIAL DEVELOPMENT BOARD OF
                                       THE CITY OF PHENIX CITY, ALABAMA

                                       By: /s/ Kenneth A. Roberts
                                           ------------------------------------
                                           Chairman


                                       MEAD COATED BOARD, INC.

                                       By: /s/ W. D. Bloebaum, Jr.
                                           -----------------------------------
                                           Title: Treasurer

                                      -6-
<PAGE>
 

                            ACKNOWLEDGMENT OF BOARD

STATE OF ALABAMA

COUNTY OF RUSSELL


          I, Sydney S. Smith, a Notary Public in and for said County in said
State, hereby certify that Kenneth A. Roberts, whose name as Chairman of the
Board of Directors of THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PHENIX
CITY, ALABAMA, a public corporation and instrumentality under the laws of the
State of Alabama, is signed to the foregoing instrument and who is known to me,
acknowledged before me on this day that, being informed of the contents of the
said instrument, he, as such officer and with full authority, executed the same
voluntarily for and as the act of said public corporation.

          GIVEN under my hand and seal of office, this _____ day of June, 1990.

                                            /s/ Sydney S. Smith   
                                            ----------------------------------
                                                        Notary Public

(SEAL)
                                            My commission expires: 2-25-92
                                                                  ------------

                                      -7-
<PAGE>
 

                           ACKNOWLEDGMENT OF COMPANY

STATE OF OHIO

COUNTY OF MONTGOMERY

          I, Charity K. Burgess, Notary Public in and for said County in said
State, hereby certify that William D. Bloebaum, Jr., whose name as Treasurer of
MEAD COATED BOARD, INC., a corporation organized and existing under the laws of
the State of Delaware, is signed to the foregoing instrument and who is known to
me, acknowledged before me on this day that, being informed of the contents of
the said instrument, he, as such officer and with full authority, executed the
same voluntarily for and as the act of said corporation.

          GIVEN under my hand and seal of office, this 24th day of May, 1990.


                                        /s/ Charity K. Burgess
                                        -------------------------------
                                                 Notary Public

(SEAL)                                  My commission expires: 8-15-94
                                                               --------     

                                      -8-
<PAGE>
 
                                  EXHIBIT "A"

                                      to

                  Sixth Amendment To Lease Agreement between 
                      THE INDUSTRIAL DEVELOPMENT BOARD OF
                       THE CITY OF PHENIX CITY, ALABAMA 
                                     and 
                           MEAD COATED BOARD, INC. 
                            dated as of May 1, 1990


                          DESCRIPTION OF PROJECT LAND
                          ---------------------------

The Project Land includes the following property:

              NEW RECLAIM PLATE FEED AND CONVEYOR AREA (C-28511),
              ---------------------------------------------------
                CHIPS CONVEYOR TO SCREEN HOUSE AREA (C-28513),
                ----------------------------------------------
                     AND CHIPS SCREEN HOUSE AREA (C-28515)
                     -------------------------------------

          All that portion of land and structures lying 13' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State Georgia Coordinate System; and
     lying in Section 28, T 14 N, R 30 E, County of Russell, State of Alabama;
     thence N 63(degrees) 51' 31" E, 790.90' to the point of beginning; thence N
     90(degrees) 00' W, 82.00; thence S 0' 00" W, 8.75'; thence N 90(degrees)
     00' W, 232.22'; thence S 15(degrees) 17' 15" E, 479.72' to a point on the
     northmost side of a rectangular area (Chip Screen House) which parallels
     last said course and is 75.0' north to south (7.00' of which is west of
     last said course) by 49.0' east to west; said rectangular area being the
     point of ending; said land being 0.56+ acres;

          CHIPS CONVEYOR TO PINE STORAGE AREA (C-28538)
          ---------------------------------------------

          All that portion of land and structures lying 14' on each side of the
     following described centerline:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System; and
     lying in Section 28, T 14 N, R

                                      -9-
<PAGE>
 
     30 E, County of Russell, State of Alabama; thence N 45(degrees) 24' 34" E,
     692.79' to the point of beginning; thence S 36(degrees) 51' 02" E, 454.94'
     to the point of ending; said land being 0.29 (plus or minus) acres;

            CHIPPER DISCHARGE CONVEYOR AREA (C-28536) AND CHIPS TO
            ------------------------------------------------------
                   HARDWOOD STORAGE CONVEYOR AREA (C-28537)
                   ----------------------------------------  

          All that portion of land and structures lying 14' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System; and
     lying in Section 28, T 14 N, R 30 E, County of Russell, State of Alabama;
     thence N 71(degrees)34' 06" E, 600.24' to the point of beginning; thence S
     71(degrees) 04' 32" E, 640.91'; thence N 50(degrees) 08' 32" E, 61.59' to
     the point of ending; said land being 0.45 (plus or minus) acres;

                   CHIP CONVEYOR TO DIGESTER AREA (C-28521),
                   -----------------------------------------
                  CHIP CONVEYOR TO SURGE BIN AREA (C-28519),
                  ------------------------------------------
                         AND CHIP SILO AREA (C-28520)
                         ----------------------------

          All that portion of land and structures lying 14' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System; and
     lying in Section 28, T 14 N, R 30 E, County of Russell, State of Alabama;
     thence S 48(degrees) 21' 59" W, 84.29' to the point of beginning; thence S
     56(degrees) 07' 32" E, 319.22' to the center of a circular area (Chip Silo)
     with a radius of 15.00' and a central angle of 360(degrees) 00' bounded by
     a rectangular structure 32' -6" (plus or minus) East-West and 32' -6" (plus
     or minus) North-South; thence N 82(degrees) 51' 32" E, 355.48' to the point
     of ending; said land being 0.45 (plus or minus) acres;

                  NEW WASHER FACILITY AND BATCH DIGESTER AREA
                  -------------------------------------------
                                                      
          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows: 

                                     -10-
<PAGE>
 
          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence N 48(degrees) 06' 06" W, 35.94' to the point of beginning (N
     792,374.0, E 234,473.25); thence S 0(degrees) 00' W, 133.50'; thence N
     90(degrees) 00' W, 103.39'; thence S 0(degrees) 00' W, 103.50'; thence
     90(degrees) 00' W, 48.00'; thence N 0(degrees) 00' W, 55.75'; thence N
     90(degrees) 00' W, 80.00'; thence S 0(degrees) 00' W, 42.75'; thence N
     90(degrees) 00' W, 63.00'; thence N 0(degrees) 00' W, 110.00'; thence N
     45(degrees) 00' E, 55.00'; thence N 0(degrees) 00' W, 23.11'; thence N
     90(degrees) 00' E, 23.00'; thence N 0(degrees) 00' W, 23.25'; thence N
     90(degrees) 00' E, 170.00'; thence N 0(degrees) 00' W, 28.75'; thence N
     90(degrees) 00' E, 62.50' to the point of beginning; said area being 1.01
     (plus or minus) acres;

            MILL WATER COOLING TOWER AND NEW REACTOR CLARIFIER AREA
            -------------------------------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 48(degrees) 46' 07" W, 591.71' to the point of beginning (N
     791,960.0 E 234,055.0); thence S 0(degrees) 00' W, 170.00'; thence N
     90(degrees) 00' W, 111.00; thence N 0(degrees) 00' W, 170.00'; thence N
     90(degrees) 00' E, 111.00' to the point of beginning; said land being 0.43
     (plus or minus) acres;

                       TURPENTINE RECOVERY FACILITY AREA
                       ---------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 63(degrees) 26' 06" W, 11.18' to the point of beginning (N
     792,345.0, E 234,490.0); thence N 0(degrees) 00" W, 30.00'; thence N
     90(degrees) 00" E, 20.00'; thence S 0(degrees) 00' W, 30.00'; thence N
     90(degrees) 00' W, 20.00' to the point of beginning; said land being 0.01
     (plus or minus) acres;

                                     -11-
<PAGE>
 
          LOG STORAGE AREA (C-28522), LOG FEED DECKS AREA (C-28523),
          --------------------------------------------------------- 
           DRUM AREA (C-28525), VIBRATING CONVEYORS AREA (C-28532),
           --------------------------------------------------------  
             CHIPPER POWER FEED ROLLS AREA (C-28528), CHIP BLDG.
             ---------------------------------------------------  
          AREA (C-28535), AND BARK COLLECTING CONVEYOR AREA (C-28531)
          -----------------------------------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence N 80(degrees) 22' 54" E, 879.79' to the point of beginning; thence N
     0(degrees) 00' W, 326.00'; thence N 90(degrees) 00' E, 711.08'; thence S
     0(degrees) 00' W, 326.00'; thence N 90(degrees) 00' W, 328.00'; thence S
     0(degrees) 00' W, 188.00'; thence N 90(degrees) 00' W, 50.00'; thence N
     0(degrees) 00' W, 188.00'; thence N 90(degrees) 00' W, 333.08' to the point
     of beginning; said land being 5.54 (plus or minus) acres;

                        AREA "B" MAINTENANCE SHOP AREA
                        ------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 11(degrees) 04' 57" W, 197.69' to the point of beginning (N
     792,156.0, E 234,462.0); thence S 0(degrees) 00" W, 82.00'; thence N
     90(degrees) 00" W, 52.00'; thence N 0(degrees) 00' W, 82.00'; thence N
     90(degrees) 00' E, 52.00 to the point of beginning; said land being 0.10
     (plus or minus) acres;

                       NEW LIM KILN/RECAUSTICIZING AREA
                       --------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02, of the West Zone of the State of Georgia Coordinate System;
     thence N 70(degrees) 51' 29" E, 267.79' to the point of beginning
     (793,238.0 E 233,503.0); thence N 90(degrees) 00' E, 399.23'; thence S
     0(degrees) 00' W, 50.00'; thence N 90(degrees) 00' E, 45.00'; thence S
     0(degrees) 00' W, 78.00'; thence N 90(degrees) 00' W, 444.23'; thence N
     0(degrees) 00' W, 128.00' to the point of beginning; said land being 1.25
     (plus or minus) acres;
     
                                     -12-
<PAGE>
 
                          NO. 2 RECOVERY BOILER AREA
                          --------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02, of the West Zone of the State of Georgia Coordinate System;
     thence S 40(degrees) 16' 34" E, 439.77' to the point of beginning (N
     792,814.67, E 233,534.32'); thence N 90(degrees) 00' E, 36.30'; thence N
     0(degrees) 00' W, 20.50'; thence N 90(degrees) 00' E, 72.26'; thence N
     0(degrees) 00' W, 14.83'; thence N 90(degrees) 00' E, 110.50'; thence S
     0(degrees) 00' W, 42.58'; thence N 90(degrees) 00' E, 26.00'; thence S
     0(degrees) 00' W, 81.00'; thence N 90(degrees) 00' W, 51.00'; thence N
     0(degrees) 00" W, 25.12'; thence N 90(degrees) 00' W, 85.50'; thence N
     00(degrees) 00' W, 8.63'; thence N 90(degrees) 00' W, 72.26'; thence N
     90(degrees) 00' W, 20.50'; thence N 0(degrees) 00' W, 36.30'; thence N
     0(degrees) 00' W, 34.00' to the point of beginning; said land being 0.47
     (plus or minus) acres;

                      NEW EVAPORATORS AND NEW TANKS AREA
                      ----------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02, of the West Zone of the State of Georgia Coordinate System;
     thence S 62(degrees) 01' 33" E, 637.83' to the point of beginning (N
     792,851.0, E 233,813.33); thence N 90(degrees) 00' E, 246.67'; thence along
     an arc South and East 53.41' having a radius of 34.00' with a central angle
     of 90(degrees) 00'; thence S 0(degrees) 00' W, 135.33'; thence along an arc
     South and West 53.41' having a radius of 34.00' with a central angle of
     90(degrees) 00'; thence N 90(degrees) 00' W, 34.00'; thence N 0(degrees)
     00' W, 99.79'; thence N 90(degrees) 00' W, 69.00'; thence N 59(degrees) 47'
     19" W, 91.42'; thence N 90(degrees) 00' W, 64.67'; thence N 0(degrees) 00'
     W, 57.54' to the point of beginning; said land being 0.72 (plus or minus)
     acres;

     (collectively, the "Unimproved Land"); less, in each case, any structures
     constructed and leased pursuant to a Lease Agreement dated July 1, 1977,
     and recorded in Deed Book 550 at Pages 51-94 (as amended to date, the "1977
     Lease") under which Lessor leased to Georgia Kraft Company ("Georgia
     Kraft") a parcel of land in Russell County, Alabama as more particularly
     described in Exhibit A to the Lease (the "1977 Land"), together with
     certain items of equipment described in Exhibit B to the 1977 Lease
     (Georgia Kraft has assigned its interest in the 1977 Lease to Mead Coated
     Board, Inc.);

                                     -13-
<PAGE>
 
together with the following easements:

          (a)  An easement and right for pedestrian and vehicular traffic to
     use all present and future walks, railroads, roads, driveways and docks
     upon the Board Premises (the 1977 Land less and except the 1988 Land) in
     order to provide all necessary or convenient ingress or egress between the
     Unimproved Land and railroads, public roads and highways and the
     Chattahoochee River and to permit passage between the Unimproved Land and
     the Board Premises;

          (b)  An easement and right for the passage of pedestrians and vehicles
     and for the construction, erection, installation, operation, maintenance,
     renewal, replacement and use of material conveying systems, including
     without limitation pipelines, through any part of the Board Premises
     necessary or convenient in order to assure the passage of equipment, raw
     materials, items in the process of manufacture, and finished products from
     the Unimproved Land to the Board Premises, including without limitation
     such rights and easements as are necessary for the movement of personnel,
     vehicles and materials among and between the various parcels of land
     comprising the Board Premises in order to permit and facilitate the
     operation of the Project;

          (c)  An easement and right to erect, install, construct, maintain,
     renew, replace and use on, over and under any part of the Board Premises,
     such pipes, conduits, and wires as are necessary or convenient to insure
     access to and an adequate system for or supply of gas, oil, steam,
     compressed air, process and space heat, water, fire protection, sewage and
     industrial waste disposal, electricity, communications, instrumentation and
     control, and other similar facilities to the Unimproved Land and the
     Project including, without limitation, the right to make connections with
     machinery, equipment, pipes, conduits and wires, structures and other
     improvements and appurtenances thereto, on the Board Premises; and

          (d)  An easement and right to create and maintain upon the Board
     Premises encroachments of equipment, structures or other improvements which
     will be included on the Unimproved Land and within the Project as presently
     planned, and any similar replacements or substitutions of portions of the
     Project for as long as any such equipment, structures or other improvements
     remain standing, including without limitation the rights of lateral or
     party wall support, and to connect any such equipment, structure or other
     improvements to any structure or improvement on the Board Premises;

                                     -14-
<PAGE>
 
but subject to the following easements over the Unimproved Land in favor of the
Board Premises:

          (a)  An easement and right for pedestrian and vehicular traffic to use
     all present and future walks, railroads, roads, driveways and docks upon
     the Unimproved Land in order to provide all necessary or convenient ingress
     and egress among and between all portions of the Board Premises and between
     the Board Premises and the Unimproved Land, including without limitation
     portions on which additional improvements may be erected, and railroads,
     public works and highways and the Chattahoochee River and to permit passage
     among and between the various parcels of land comprising the Board
     Premises;

          (b)  An easement and right for the passage of pedestrians, vehicles,
     and for the construction, installation, operation, maintenance, renewal,
     replacement and use of material conveyance systems, including without
     limitation, pipelines, through any part of the Unimproved Land necessary or
     convenient in order to assure the passage of equipment, and finished
     products from one portion of the Board Premises to another or between the
     Board Premises and the Unimproved Land, including, without limitation such
     rights and easements as are necessary for the movement of personnel,
     vehicles and material among and between the various parcels of land
     comprising the Board Premises in order to permit and facilitate the
     operation of any facilities located on the Board Premises;

          (c)  An easement and right to erect, install, construct, maintain,
     renew, replace and use on, over and under any part of the Unimproved Land,
     such pipes, conduits, and wires and appurtenances as are necessary or
     convenient to assure access to and an adequate system for or supply of gas,
     oil, steam, compressed air, process and space heat, water, fire protection,
     sewage and industrial waste disposal, electricity, communications,
     instrumentation and control, and other similar facilities to the Board
     Premises, including without limitation, the right to make connections with
     machinery, equipment, pipes, conduits and wires, structures and other
     improvements and appurtenances thereto, on the Unimproved Land; and

          (d)  An easement and right to maintain any present equipment,
     structures or other improvements included within the facilities presently
     located on the Board Premises as encroachments upon the Unimproved Land as
     long as any such equipment, structures or other improvements remain
     standing,

                                     -15-
<PAGE>
 
and to construct and maintain similar encroachments on the Unimproved Land in
respect of any additional improvements constructed adjacent to the Unimproved
Land, as long as any such additional improvements remain standing, including
without limitation the rights of lateral or party wall support, and to connect
such additional improvements to any structure or any improvements on the
Unimproved Land.

                                     -16-
<PAGE>
 
                             CONSENT OF BONDHOLDER
                             ----------------------

          MEAD COATED BOARD, INC., as holder of all of the outstanding
Industrial Development Revenue Bonds (Mead Coated Board Project), Series 1988A
of the Industrial Board of the City of Phenix City, Alabama (the "Board"),
hereby consents to the execution and delivery of the foregoing Sixth Amendment
To Lease Agreement dated as of May 1, 1990, between the Board and Mead Coated
Board, Inc., amending the Lease Agreement, dated as of December 1, 1988, as
amended by a First Amendment To Lease Agreement dated as of March 1, 1989, a
Second Amendment To Lease Agreement dated as of April 1, 1989, a Third Amendment
To Lease Agreement dated as of June 1, 1989, a Fourth Amendment To Lease dated
as of July 1, 1989 and a Fifth Amendment To Lease Agreement dated as of December
1, 1989 between the Board and Mead Coated Board, Inc. and directs AmSouth Bank
N.A., as Trustee, to consent to the execution and delivery of the same.

          IN WITNESS WHEREOF, Mead Coated Board, Inc. has caused this Consent of
Bondholder to be executed in its name and behalf as of May 1, 1990.

                                        MEAD COATED BOARD, INC.

                                        By: /s/ W.D. Bloebaum, Jr. 
                                            -------------------------------
                                            Title:

                                      -17-
<PAGE>
 

                              CONSENT OF TRUSTEE

          AMSOUTH BANK N.A., as Trustee under the Trust Indenture dated as of
December 1, 1988, as supplemented by a First Supplemental Trust Indenture dated
as of March 1, 1989, a Second Supplemental Trust Indenture dated as of April 1,
1989, a Third Supplemental Trust Indenture dated as of June 1, 1989, a Fourth
Supplemental Trust Indenture dated as of July 1, 1989 and a Fifth Supplemental
Trust Indenture dated as of December 1, 1989 from the Industrial Development
Board of the City of Phenix City, Alabama (the "Board"), hereby consents to the
execution and delivery of the foregoing Sixth Amendment To Lease Agreement,
dated as of May 1, 1990, between the Board and Mead Coated Board, Inc., amending
the Lease Agreement, dated as of December 1, 1988, as amended by a First
Amendment To Lease Agreement dated as of March 1, 1989, a Second Amendment To
Lease Agreement dated as of April 1, 1989, a Third Amendment To Lease Agreement
dated as of June 1, 1989, a Fourth Amendment To Lease Agreement dated as of July
1, 1989 and a Fifth Amendment To Lease Agreement dated as of December 1, 1989
between the Board and Mead Coated Board, Inc.

          IN WITNESS WHEREOF, AmSouth Bank N.A. has caused this Consent of
Trustee to be executed in its name and behalf as of May 1, 1990.

                                       AMSOUTH BANK N.A., as Trustee

                                       By: /s/ Jeff Fink
                                             --------------------------------
                                             Title: CORPORATE TRUST OFFICER

                                      -18-
<PAGE>
 
                               SEVENTH AMENDMENT
                               -----------------

                                       TO
                                       --

                                LEASE AGREEMENT
                                ---------------

          THIS SEVENTH AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made
and entered into as of June 1, 1990, by and between THE INDUSTRIAL DEVELOPMENT
BOARD OF THE CITY OF PHENIX CITY, ALABAMA (the "Board"), a public body corporate
and politic duly organized and existing under the Constitution and laws of the
State of Alabama, and MEAD COATED BOARD, INC., a Delaware corporation (the
"Company").

                                R E C I T A L S
                                ---------------

          The Board has previously issued and sold $85,000,000 in aggregate
principal amount of The Industrial Development Board of the City of Phenix City,
Alabama Industrial Development Revenue Bonds (Mead Coated Board Project), Series
1988A (the "Series 1988A Bonds"); $43,000,000 in aggregate principal amount of
The Industrial Development Board of the City of Phenix City, Alabama Industrial
Development Revenue Bonds (Mead Coated Board project) Series 1989A (the "Series
1989A Bonds"); $45,000,000 in aggregate principal amount of The Industrial
Development Board of the City of Phenix City, Alabama Industrial Development
Revenue Bonds (Mead Coated Board Project), Series 1989B (the "Series 1989B
Bonds"); $37,000,000 in aggregate principal amount of The Industrial Development
Board of the City of Phenix City, Alabama Industrial Development Revenue Bonds
(Mead Coated Board project) Series 1989C (the "Series 1989C Bonds"); $40,000,000
in aggregate principal amount of The Industrial Development Board of the City of
Phenix City, Alabama Industrial Development Revenue Bonds (Mead Coated Board
Project), Series 1989D (the "Series 1989D Bonds"); $49,667,074 of The Industrial
Development Board of the City of Phenix City, Alabama Industrial Development
Revenue Bonds (Mead Coated Board Project), Series 1989E (the "Series 1989E
Bonds") and $170,000,000 of The Industrial Development Board of the City of
Phenix City, Alabama Industrial Development Revenue Bonds (Mead Coated Board
Project), Series 1990A (the "Series 1990A Bonds" ) pursuant to a Trust Indenture
dated as of December 1, 1988 (the "Original Indenture"), as supplemented by a
First Supplemental Trust Indenture dated as of March 1, 1989, a Second
Supplemental Trust Indenture dated as of April 1, 1989, a Third Supplemental
Trust Indenture dated as of June 1, 1989, a Fourth Supplemental Trust Indenture
dated as of July 1, 1989, a Fifth Supplemental Trust Indenture dated as of
December 1, 1989 and a

                                       1
<PAGE>
 
Sixth Supplemental Trust Indenture dated as of May 1, 1990 (collectively the
"Indenture"), from the Board to AmSouth Bank N.A., as Trustee (the "Trustee").

          The Board has used the proceeds of the sale of the Series 1988A Bonds,
the Series 1989A Bonds, the Series 1989B Bonds, the Series 1989C Bonds, the
Series 1989D Bonds, the Series 1989E Bonds and the Series 1990A Bonds for the
payment of outstanding industrial development temporary borrowing notes (the
"Notes") issued by the Board for the purpose of funding the acquisition,
construction and installation of a coated natural kraft mill and related
facilities (the "Project") in connection with certain industrial facilities
located near Phenix City, Alabama. The Project is owned by the Board and leased
to the Company pursuant to a Lease Agreement dated as of December 1, 1988, as
amended by the First Amendment To Lease Agreement dated as of March 1, 1989 the
Second Amendment To Lease Agreement dated as of April 1, 1989, the Third
Amendment To Lease Agreement dated as of June 1, 1989, the Fourth Amendment To
Lease Agreement dated as of July 1, 1989, the Fifth Amendment To Lease Agreement
dated as December 1, 1989, and the Sixth Amendment To Lease Agreement dated as
of May 1, 1990 (collectively the "Agreement"). The Agreement obligates the
Company to make rental payments in such amounts and at such times as will
provide for the payment of the principal and interest on the Series 1988A Bonds,
the Series 1989A Bonds, the Series 1989B Bonds, the Series 1989C Bonds, the
Series 1989D Bonds, the Series 1989E Bonds and the Series 1990A Bonds as the
same becomes due and payable.

          The Project is located on the real property described in Exhibit A to
the Agreement (the "Project Land"). The Company desires to amend the Agreement
to modify the description of Project Land in order to more accurately include
that land which constitutes the site of the Project. Pursuant to Section 12.5 of
the Agreement and Section 1502 of the Original Indenture, the Board is permitted
to amend the Agreement upon the mailing of notice to, and obtaining the written
consent of, the holders of not less than 2/3 in principal amount of the
outstanding Bonds.

          NOW, THEREFORE, as contemplated by Section 12.5 of the Agreement and
in accordance with Section 1502 of the Original Indenture, the parties hereto
desire to amend the Agreement as follows:

          Section 1.1 Amendment of Agreement.
          ----------- ----------------------

          (a) Exhibit A, attached to the Agreement and describing the Project
Land, is hereby amended by inserting, subsequent to the description designated
"NEW EVAPORATORS AND NEW TANKS AREA", the following:

                                      -2-

                                      
<PAGE>
 
                                 "LEASED LAND
                                 ------------

               A parcel of land being situated in the Northwest Quarter of
     Section 28 and the Northeast Quarter of Section 29, Township 14 North,
     Range 30 East, Russell County, Alabama and being more particularly
     described as follows:

               From the Northeast corner of Section 28, Township 14 North, Range
     30 East, run thence South 75 degrees 41 minutes West for a distance of
     5256.69 feet to the centerline intersection of Seaboard Railroad and the
     South construction road and the Point of Beginning; thence South 01 degree
     24 minutes West a distance of 294.46 feet along the centerline of said
     railroad; thence along a curve to the right having a radius of 786.50 feet
     and an arc length of 674.79 feet, being subtended by a chord of South 25
     degrees 40 minutes West for a distance of 654.28 feet along said railroad;
     thence South 52 degrees 00 minutes West for a distance of 695.08 feet along
     said railroad; thence North 00 degrees 07 minutes East for a distance of
     1313.66 feet to the centerline of the South construction road; thence South
     89 degrees 53 minutes East for a distance of 835.68 feet along said
     centerline to the Point of Beginning.

               Said property contains 18.362 acres, more or less."

          (b) Exhibit B. attached to the Agreement and summarizing the Project,
is hereby amended by inserting, subsequent to the last sentence thereof, the
following:

               "The Project may also include the acquisition of land which may
     be used by a third party for warehousing or other purposes in connection
     with the Project."

          Section 1.2. Waiver of Notice. The Company, being the holder of all of
          -----------  ----------------
the outstanding Bonds, hereby waives any notices which may be required to be
given to it pursuant to Section 1502 of the Original Indenture in connection
with this Amendment.

          Section 1.3. Aqreement and Amendment as One Document. As amended by
          -----------  ---------------------------------------
this Amendment, the Agreement is in all respects ratified and confirmed and the
Agreement and this Amendment shall be read, taken and construed as one and the
same instrument.

                                      -3-

                        
<PAGE>
 
          Section 1.4. References. All references herein or in the Agreement to
          -----------  ----------
any Article, Section or provision of the Agreement shall refer to any such
Article, Section or provision as hereby amended.

          Section 1.5. Counterparts. This Amendment may be simultaneously
          -----------  ------------
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.

          Section 1.6. Captions. The captions or headings in this Amendment are
          -----------  --------
for convenience only and in no way define, limit or describe the scope or intent
of any provision of this Amendment. 

          Section 1.7. Applicable Law. This Amendment shall be construed in
          -----------  --------------
accordance with the laws of the State of Alabama.

          IN WITNESS WHEREOF, the Board and the Company have caused this
Amendment to be executed in their respective corporate names as of the date
first written above.

                                        THE INDUSTRIAL DEVELOPMENT BOARD OF
                                        THE CITY OF PHENIX CITY, ALABAMA


                                        By: /s/ Kenneth A. Roberts
                                            ------------------------------------
                                            Title: Chairman  

                                        MEAD COATED BOARD, INC.

                                        By: /s/ W. D. Bloebaum, Jr.
                                            ------------------------------------
                                            Title: Treasurer
                             

                                      -4-

<PAGE>
 
                            ACKNOWLEDGMENT OF BOARD

STATE OF ALABAMA

COUNTY OF RUSSELL

          I, Sydney S. Smith, a Notary Public in and for said County in said
State, hereby certify that Kenneth A. Roberts, whose name as Chairman of the
Board of Directors of THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PHENIX
CITY, ALABAMA, a public corporation and instrumentality under the laws of the
State of Alabama, is signed to the foregoing instrument and who is known to me,
acknowledged before me on this day that, being informed of the contents of the
said instrument, he, as such officer and with full authority, executed the same
voluntarily for and as the act of said public corporation.

          GIVEN under my hand and seal of office, this 27th day of June, 1990.



                                  /s/     Sydney S. Smith
                                  ---------------------------------
                                            Notary Public

 (SEAL)                           My commission expires: 2/25/92
                                                        --------

                                      -5-

                                      
<PAGE>
 
                           ACKNOWLEDGMENT OF COMPANY

STATE OF OHIO

COUNTY OF MONTGOMERY

          I, David L. Santez, Notary Public in and for said County in said
State, hereby certify that William D. Bloebaum, Jr., whose name as Treasurer of
MEAD COATED BOARD, INC., a corporation organized and existing under the laws of
the State of Delaware, is signed to the foregoing instrument and who is known to
me, acknowledged before me on this day that, being informed of the contents of
the said instrument, he, as such officer and with full authority, executed the
same voluntarily for and as the act of said corporation.

          GIVEN under my hand and seal of office, this 21st day of June, 1990.

                                              David L. Santez
                                      -----------------------------
                                               Notary Public



(SEAL)                                My commission expires:
                                                            ------- 

                                          DAVID L. SANTEZ, Attorney at Law
                                          Notary Public, State of Ohio
                                          My Commission has no Expiration Date.
                                          Section 147.03 O.R.C.


                                      -6-

<PAGE>
 
                             CONSENT OF BONDHOLDER
                             ---------------------

          MEAD COATED BOARD, INC., as holder of all of the outstanding
Industrial Development Revenue Bonds (Mead Coated Board Project), Series 1988A,
1989A-E and 1990A of The Industrial Board of the City of Phenix City, Alabama
(the "Board"), hereby consents to the execution and delivery of the foregoing
Seventh Amendment To Lease Agreement dated as of June 1, 1990, between the Board
and Mead Coated Board, Inc., amending the Lease Agreement, dated as of December
1, 1988, as amended by a First Amendment To Lease Agreement dated as of March 1,
1989, a Second Amendment to Lease Agreement dated as of April 1, 1989, a Third
Amendment To Lease Agreement dated as of June 1, 1989, a Fourth Amendment To
Lease dated as of July 1, 1989, a Fifth Amendment To Lease Agreement dated as of
December 1, 1989 and a Sixth Amendment To Lease Agreement dated as of May 1,
1990 between the Board and Mead Coated Board, Inc. and directs AmSouth Bank
N.A., as Trustee, to consent to the execution and delivery of the same.

          IN WITNESS WHEREOF, Mead Coated Board, Inc. has caused this Consent of
Bondholder to be executed in its name and behalf as of June 1, 1990.
                  
                                         MEAD COATED BOARD, INC.
                  
                  
                                         By: W. D. Bloebaum, Jr.
                                            -------------------------
                                            Title:  Treasurer
                     

                                      -7-
<PAGE>
 
                              CONSENT OF TRUSTEE

          AMSOUTH BANK N.A., as Trustee under the Trust Indenture dated as of
December 1, 1988, as supplemented by a First Supplemental Trust Indenture dated
as of March 1, 1989, a Second Supplemental Trust Indenture dated as of April 1,
1989, a Third Supplemental Trust Indenture dated as of June 1, 1989, a Fourth
Supplemental Trust Indenture dated as of July 1, 1989, a Fifth Supplemental
Trust Indenture dated as of December 1, 1989, and a Sixth Supplemental Trust
Indenture dated as of May 1, 1990 from the Industrial Development Board of the
City of Phenix City, Alabama (the "Board"), hereby consents to the execution and
delivery of the foregoing Seventh Amendment To Lease Agreement, dated as of May
1, 1990, between the Board and Mead Coated Board, Inc., amending the Lease
Agreement, dated as of December 1, 1988, as amended by a First Amendment To
Lease Agreement dated as of March 1, 1989, a Second Amendment To Lease Agreement
dated as of April 1, 1989, a Third Amendment To Lease Agreement dated as of June
1, 1989, a Fourth Amendment To Lease Agreement dated as of July 1, 1989, a Fifth
Amendment To Lease Agreement dated as of December 1, 1989, and a Sixth Amendment
To Lease Agreement dated as of May 1, 1990 between the Board and Mead Coated
Board, Inc.

          IN WITNESS WHEREOF, AmSouth Bank N.A. has caused this Consent of
Trustee to be executed in its name and behalf as of June 1, 1990.


                                    AMSOUTH BANK N.A., as Trustee
          


                                    By: /s/ Jeff Fink
                                       -----------------------------    
                                       Title:  Trust Officer

DMY/FNO

                                      -8-
<PAGE>
 
 
                               EIGHTH AMENDMENT
                               ----------------

                                      TO
                                      --

                                LEASE AGREEMENT
                                ---------------

          THIS EIGHTH AMENDMENT TO LEASE AGREEMENT (the "Amendment") is
made and entered into as of August 1, 1990, by and between THE INDUSTRIAL
DEVELOPMENT BOARD OF THE CITY OF PHENIX CITY, ALABAMA (the "Board"), a public
body corporate and politic duly organized and existing under the Constitution
and laws of the State of Alabama, and MEAD COATED BOARD, INC., a Delaware
corporation (the "Company").

                               R E C I T A L S
                               ---------------       

          The Board has previously issued and sold $85,000,000 in aggregate
principal amount of The Industrial Development Board of the City of Phenix City,
Alabama Industrial Development Revenue Bonds (Mead Coated Board Project),
Series 1988A (the "Series 1988A Bonds"); $43,000,000 in aggregate principal
amount of The Industrial Development Board of the City of Phenix City, Alabama
Industrial Development Revenue Bonds (Mead Coated Board Project), Series 1989A
(the "Series 1989A Bonds"); $45,000,000 in aggregate principal amount of The
Industrial Development Board of the City of Phenix City, Alabama Industrial
Development Revenue Bonds (Mead Coated Board Project), Series 1989B (the
"Series 1989B Bonds"); $37,000,000 in aggregate principal amount of The
Industrial Development Board of the City of Phenix City, Alabama Industrial
Development Revenue Bonds (Mead Coated Board Project), Series 1989C (the "Series
1989C Bonds"); $40,000,000 in aggregate principal amount of The Industrial
Development Board of the City of Phenix City, Alabama Industrial Development
Revenue Bonds (Mead Coated Board Project), Series 1989D (the "Series 1989D
Bonds"); $49,667,074 of The Industrial Development Board of the City of Phenix
City, Alabama Industrial Development Revenue Bonds (Mead Coated Board Project),
Series 1989E (the "Series 1989E Bonds") and $170,000,000 of The Industrial
Development Board of the City of Phenix City, Alabama Industrial Development
Revenue Bonds (Mead Coated Board Project) Series 1990A (the "Series 1990A
Bonds") pursuant to a Trust Indenture dated as of December 1, 1988 (the
"Original Indenture"), as supplemented by a First Supplemental Trust Indenture
dated as of March 1, 1989, a Second Supplemental Trust Indenture dated as of
April 1, 1989, a Third Supplemental Trust Indenture dated as of June 1, 1989, a
Fourth Supplemental Trust Indenture dated as of July 1, 1989, a Fifth
Supplemental Trust Indenture dated as of December 1, 1989,              
<PAGE>
 
a Sixth Supplemental Trust Indenture dated as of May 1, 1990 and a Seventh
Supplemental Trust Indenture dated as of June 1, 1990 (collectively, the
"Indenture"), from the Board to AmSouth Bank N.A., as Trustee (the "Trustee").

          The Board has used the proceeds of the sale of the Series 1988A Bonds,
the Series 1989A Bonds, the Series 1989B Bonds, the Series 1989C Bonds, the
Series 1989D Bonds, the Series 1989E Bonds and the Series 1990A Bonds for the
payment of outstanding industrial development temporary borrowing notes (the
"Notes") issued by the Board for the purpose of funding the acquisition,
construction and installation of a coated natural kraft mill and related
facilities (the "Project") in connection with certain industrial facilities
located near Phenix City, Alabama. The Project is owned by the Board and leased
to the Company pursuant to a Lease Agreement dated as of December 1, 1988, as
amended by the First Amendment To Lease Agreement dated as of March 1, 1989, the
Second Amendment To Lease Agreement dated as of April 1, 1989, the Third
Amendment To Lease Agreement dated as of June 1, 1989, the Fourth Amendment To
Lease Agreement dated as of July 1, 1989, the Fifth Amendment To Lease Agreement
dated as December 1, 1989, the Sixth Amendment To Lease Agreement dated as of
May 1, 1990 and the Seventh Amendment to Lease Agreement dated as of June 1,
1990 (collectively the "Agreement"). The Agreement obligates the Company to make
rental payments in such amounts and at such times as will provide for the
payment of the principal and interest on the Series 1988A Bonds, the Series
1989A Bonds, the Series 1989B Bonds, the Series 1989C Bonds, the Series 1989D
Bonds, the Series 1989E Bonds and the Series 1990A Bonds as the same becomes due
and payable.

          The Project is located on the real property described in Exhibit A to
the Agreement (the "Project Land"). The Company desires to amend the Agreement
to modify the description of Project Land in order to more accurately include
that land which constitutes the site of the Project. Pursuant to Article 1502 of
the Original Indenture, the Board is permitted to amend the Agreement upon the
mailing of notice to, and obtaining the written consent of, the holders of not
less than 2/3 in principal amount of the outstanding Bonds.

          NOW, THEREFORE, as contemplated by Section 12.5 of the Agreement and
in accordance with Section 1502 of the Original Indenture, the parties hereto
desire to amend the Agreement as follows:

          Section 1.1 Amendment of Agreement. Exhibit A, attached to the
          ----------- ----------------------
Agreement and describing the Project Land, is hereby amended by deleting the
description designated "NEW LIME KILN/RECAUSTICIZING" in its entirety, and by
inserting, in lieu thereof, the following:

                                      -2-
<PAGE>
 
                         "NEW LIME KILN/RECAUSTICIZING
                         -----------------------------

               All that portion of land, and structures lying thereon, in
     Section 28, T 14 N, R 30 E, County of Russell, State of Alabama, more
     particularly described as follows:

               Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02 of the West Zone of the State of Georgia Coordinate System;
     thence N 70(degrees) 51' 29" E, 267.79' to the point of beginning (N
     793,238.0 E 233,503.0); thence N 90(degrees) 00' E, 399.23'; thence S
     0(degrees) 00' W, 50.00'; thence N 90(degrees) 00' W, 10.00'; thence S
     0(degrees) 00' W, 40.00'; thence N 90(degrees) 00' W, 136.23'; thence N
     0(degrees) 00' W, 80.00'; thence N 90(degrees) 00' W, 50.00'; thence S
     0(degrees) 00' W, 10.00'; thence N 90(degrees) 00' W, 54.00'; thence S
     0(degrees) 00' W, 40.00'; thence N 90(degrees) 00' E, 65.00'; thence S
     0(degrees) 00' W, 30.00'; thence N 90(degrees) 00' W, 150.00'; thence N
     0(degrees) 00' W, 17.00'; thence N 90(degrees) 00' W, 64.00'; thence N
     0(degrees) 00' W, 73.00' to the point of beginning; said land being 0.657,
     more or less acres, less than and except all structures not included in the
     Mead Corporation Contract No. 21-3097A."

          Section 1.2. Waiver of Notice. The Company, as the owner of all of the
          ----------- -----------------
outstanding Bonds, hereby waives any notices required to be given to it pursuant
to Sections 1402 or 1502 of the Original Indenture in connection with this
Amendment.

          Section 1.3. Agreement and Amendment as One Document. As amended by
          -----------  ---------------------------------------
this Amendment, the Agreement is in all respects ratified and confirmed and the
Agreement and this Amendment shall be read, taken and construed as one and the
same instrument.

          Section 1.4. References. All references herein or in the Agreement
          -----------  ----------
to any Article, Section or provision of the Agreement shall refer to any such
Article, Section or provision as hereby amended.

          Section 1.5. Counterparts. This Amendment may be simultaneously
          -----------  ------------
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.

          Section 1.6. Captions. The captions or headings in this Amendment are
          -----------  --------
for convenience only and in no way define, limit or describe the scope or intent
of any provision of this Amendment. 

                                      -3-
<PAGE>
 

          Section 1.7. Applicable Law. This Amendment shall be construed in
          -----------  --------------
accordance with the laws of the State of Alabama.

          IN WITNESS WHEREOF, the Board and the Company have caused this
Amendment to be executed in their respective corporate names as of the date
first written above.

                                         THE INDUSTRIAL DEVELOPMENT BOARD OF
                                         THE CITY OF PHENIX CITY, ALABAMA


                                         By: Kenneth A. Roberts
                                            -----------------------------
                                             Chairman



                                         MEAD COATED BOARD, INC.



                                         By: W. D. Bloebaum, Jr.
                                            ----------------------------
                                             Title:  Treasurer





                                      -4-
<PAGE>
 
                            ACKNOWLEDGMENT OF BOARD

STATE OF ALABAMA

COUNTY OF RUSSELL

          I, Sydney S. Smith, a Notary Public in and for said County in said
State, hereby certify that Kenneth A. Roberts, whose name as Chairman of the
Board of Directors of THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PHENIX
CITY, ALABAMA, a public corporation and instrumentality under the laws of the
State of Alabama, is signed to the foregoing instrument and who is known to me,
acknowledged before me on this day that, being informed of the contents of the
said instrument, he, as such officer and with full authority, executed the same
voluntarily for and as the act of said public corporation.

          GIVEN under my hand and seal of office, this 20th day of August, 1990.


                                              /s/ Sydney S. Smith
             
                                            ----------------------------
                                                   Notary Public

 
(SEAL)

                                            My commission expires: 2/25/92
                                                                   -------



                                      -5-
<PAGE>
 
                           ACKNOWLEDGMENT OF COMPANY

STATE OF OHIO

COUNTY OF MONTGOMERY


          I, Robert A. Selak, Notary Public in and for said County in said
State, hereby certify that William D. Bloebaum, Jr., whose name as Treasurer of
MEAD COATED BOARD, INC., a corporation organized and existing under the laws of
the State of Delaware, is signed to the foregoing instrument and who is known to
me, acknowledged before me on this day that, being informed of the contents of
the said instrument, he, as such officer and with full authority, executed the
same voluntarily for and as the act of said corporation.

          GIVEN under my hand and seal of office, this 29th day of August, 1990.


                                              /s/  Robert A. Selak
                                           -------------------------------
                                                    Notary Public


(SEAL),

                                           My commission expires:_________


                                           ROBERT A. SELAK, Attorney at Law
                                           Notary Public, State of Ohio
                                           My Commission has no expiration date.
                                           Section 147.03 0. R. C.


                                      -6-
<PAGE>
 

                             CONSENT OF BONDHOLDER
                             --------------------- 
         

          MEAD COATED BOARD, INC., as holder of all of the outstanding
Industrial Development Revenue Bonds (Mead Coated Board Project), Series 1988A,
Series 1989A, Series 1989B, Series 1989C, Series 1989E and Series 1990A of the
Industrial Board of the City of Phenix City, Alabama (the "Board"), hereby
consents to the execution and delivery of the foregoing Eighth Amendment To
Lease Agreement dated as of August 1, 1990, between the Board and Mead Coated
Board, Inc., amending the Lease Agreement, dated as of December 1, 1988, as
amended by a First Amendment To Lease Agreement dated as of March 1, 1989, a
Second Amendment to Lease Agreement dated as of April 1, 1989, a Third Amendment
To Lease Agreement dated as of June 1, 1989, a Fourth Amendment To Lease dated
as of July 1, 1989, a Fifth Amendment To Lease Agreement dated as of December 1,
1989, a Sixth Amendment To Lease Agreement dated as of May 1, 1990 and a Seventh
Amendment to Lease Agreement dated as of June 1, 1990 between the Board and Mead
Coated Board, Inc. and directs AmSouth Bank N.A., as Trustee, to consent to the
execution and delivery of the same.

          IN WITNESS WHEREOF, Mead Coated Board, Inc. has caused this Consent of
Bondholder to be executed in its name and behalf as of August 1, 1990.


                                      MEAD COATED BOARD, INC.


                                      By: W. D. Bloebaum, Jr.
                                         ----------------------------
                                         Title:


         
                                      -7-
<PAGE>
 
                              CONSENT OF TRUSTEE
                              ------------------

          AMSOUTH BANK N.A., as Trustee under the Trust Indenture dated as of
December 1, 1988, as supplemented by a First Supplemental Trust Indenture dated
as of March 1, 1989, a Second Supplemental Trust Indenture dated as of April 1,
1989, a Third Supplemental Trust Indenture dated as of June 1, 1989, a Fourth
Supplemental Trust Indenture dated as of July 1, 1989, a Fifth Supplemental
Trust Indenture dated as of December 1, 1989, a Sixth Supplemental Trust
Indenture dated as of May 1, 1990 and a Seventh Supplemental Trust Indenture
dated as of June 1, 1990 from the Industrial Development Board of the City of
Phenix City, Alabama (the "Board"), hereby consents to the execution and
delivery of the foregoing Eighth Amendment To Lease Agreement, dated as of
August 1, 1990, between the Board and Mead Coated Board, Inc., amending the
Lease Agreement, dated as of December 1, 1988, as amended by a First Amendment
To Lease Agreement dated as of March 1, 1989, a Second Amendment to Lease
Agreement dated as of April 1, 1989, a Third Amendment To Lease Agreement dated
as of June 1, 1989, a Fourth Amendment To Lease Agreement dated as of July 1,
1989, a Fifth Amendment To Lease Agreement dated as of December 1, 1989, a Sixth
Amendment To Lease Agreement dated as of May 1, 1990 and a Seventh Amendment to
Lease Agreement dated as of June 1, 1990 between the Board and Mead Coated
Board, Inc.

          IN WITNESS WHEREOF, AmSouth Bank N.A. has caused this Consent of
Trustee to be executed in its name and behalf as of August 1, 1990.

                                   AMSOUTH BANK N.A., as Trustee



                                   By: Jeff Fink
                                      -------------------------
                                      Title: Trust Officer



              
                                      -8-
<PAGE>
 
                                NINTH AMENDMENT
                                ---------------

                                      TO
                                      --

                                LEASE AGREEMENT
                                ---------------

          THIS NINTH AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made and
entered into as of March 1, 1991, by and between THE INDUSTRIAL DEVELOPMENT
BOARD OF THE CITY OF PHENIX CITY, ALABAMA (the "Board"), a public body corporate
and politic duly organized and existing under the Constitution and laws of the
State of Alabama, and MEAD COATED BOARD, INC., a Delaware corporation (the
"Company").

                                R E C I T A L S
                                ---------------

          The Board has previously issued and sold $85,000,000 in aggregate
principal amount of The Industrial Development Board of the City of Phenix City,
Alabama Industrial Development Revenue Bonds (Mead Coated Board Project), Series
1988A (the "Series 1988A Bonds"); $43,000,000 in aggregate principal amount of
The Industrial Development Board of the City of Phenix City, Alabama Industrial
Development Revenue Bonds (Mead Coated Board Project), Series 1989A (the "Series
1989A Bonds"); $45,000,000 in aggregate principal amount of The Industrial
Development Board of the City of Phenix City, Alabama Industrial Development
Revenue Bonds (Mead Coated Board Project), Series 1989B (the "Series 1989B
Bonds"); $37,000,000 in aggregate principal amount of The Industrial Development
Board of the City of Phenix City, Alabama Industrial Development Revenue Bonds
(Mead Coated Board Project), Series 1989C (the "Series 1989C Bonds");
$40,000,000 in aggregate principal amount of The Industrial Development Board of
the City of Phenix City, Alabama Industrial Development Revenue Bonds (Mead
Coated Board Project), Series 1989D (the "Series 1989D Bonds"); $49,667,074 of
The Industrial Development Board of the City of Phenix City, Alabama Industrial
Development Revenue Bonds (Mead Coated Board Project), Series 1989E (the "Series
1989E Bonds"); and $170,000,000 of The Industrial Development Board of the City
of Phenix City, Alabama Industrial Development Revenue Bonds (Mead Coated Board
Project), Series 1991A (the "Series 1991A Bonds") pursuant to a Trust Indenture
dated as of December 1, 1988 (the "Original Indenture"), as supplemented by a
First Supplemental Trust Indenture dated as of March 1, 1989, a Second
Supplemental Trust Indenture dated as of April 1, 1989, a Third Supplemental
Trust Indenture dated as of June 1, 1989, a Fourth Supplemental Trust Indenture
dated as of July 1, 1989, a Fifth Supplemental Trust Indenture dated as of
December 1, 1989, a Sixth Supplemental Trust Indenture dated as of May 1, 1990,
a Seventh Supplemental Trust Indenture dated as of June 1, 1990 and an Eighth
Supplemental Trust Indenture dated as of August 1, 1990 (collectively, the
"Indenture"), from the Board to AmSouth Bank N.A., as Trustee (the "Trustee").

          The Board has used the proceeds of the sale of the Series 1988A Bonds,
the Series 1989A Bonds, the Series 1989B Bonds, the Series 1989C Bonds, the
Series 1989D Bonds, the Series
<PAGE>
 
1989E Bonds and the Series 1990A Bonds for the payment of outstanding industrial
development temporary borrowing notes (the "Notes") issued by the Board and for
the payment of certain obligations of the Board in connection with various
Equipment Leases (as defined in the Indenture) for the purpose of funding the
acquisition, construction and installation of a coated natural kraft mill and
related facilities (the "Project") in connection with certain industrial
facilities located near Phenix City, Alabama. The Project is owned by the Board
and leased to the Company pursuant to a Lease Agreement dated as of December 1,
1988, as amended by the First Amendment To Lease Agreement dated as of March 1,
1989, the Second Amendment To Lease Agreement dated as of April 1, 1989, the
Third Amendment To Lease Agreement dated as of June 1, 1989, the Fourth
Amendment To Lease Agreement dated as of July 1, 1989, the Fifth Amendment To
Lease Agreement dated as of December 1, 1989, the Sixth Amendment To Lease
Agreement dated as of May 1, 1990, the Seventh Amendment To Lease Agreement
dated as of June 1, 1990 and the Eighth Amendment To Lease Agreement dated as of
August 1, 1990 (collectively, the "Agreement"). The Agreement obligates the
Company to make rental payments in such amounts and at such times as will
provide for the payment of the principal and interest on the Series 1988A Bonds,
the Series 1989A Bonds, the Series 1989B Bonds, the Series 1989C Bonds, the
Series 1989D Bonds, the Series 1989E Bonds and the Series 1990A Bonds as the
same becomes due and payable.

          Under Article IV of the Original Indenture, the Board is permitted to
issue Additional Bonds (as defined in the Original Indenture) in order to pay
additional Notes issued by the Board in connection with the Project. In that
connection, the Board is issuing $81,000,000 in aggregate principal amount of
Industrial Development Revenue Bonds (Mead Coated Board Project), Series 1991A
(the "Series 1991A Bonds"), pursuant to the Indenture as supplemented by a Ninth
Supplemental Trust Indenture dated as of March 1, 1991 (the "Ninth Supplemental
Indenture") from the Board to the Trustee. The Indenture as supplemented by the
Ninth Supplemental Indenture is hereinafter referred to as the "Indenture".

          NOW, THEREFORE, as contemplated by Section 4.5 of the Agreement and in
accordance with Section 1501 of the Original Indenture, the parties hereto
desire to amend the Agreement as follows:

                                   ARTICLE I

                     PROVISIONS FOR AMENDING THE AGREEMENT
                     -------------------------------------

          Section 1.1  Amendment of Section 5.3 of the Agreement. The term
          -----------  -----------------------------------------
"Bonds" as used in Section 5.3 of the Agreement shall include the Series 1991A
Bonds.

          Section 1.2  Terms of Agreement Applicable to Series 1991A Bonds. All
          -----------  ---------------------------------------------------
terms, conditions, representations and covenants set forth in the Agreement
applicable to the Series 1988A Bonds and not specifically otherwise provided
for in the

                                      -2-
<PAGE>
 
Indenture, any supplements thereto or the Agreement, shall apply with full force
and effect to the Series 199lA Bonds. Without limiting the foregoing, all
references in the Agreement to the "Bonds" shall be deemed to mean the Series
1988A Bonds, the Series 1989A Bonds, the Series 1989B Bonds, the Series 1989C
Bonds, the Series 1989D Bonds, the Series 1989E Bonds, the Series 1990A Bonds
and the Series 1991A Bonds, including without limitation the provisions of
Section 5.3 of the Agreement relating to the payment of rents.

          Section 1.3  Representations and Warranties by the Board. The Board
          -----------  -------------------------------------------
makes the following representations and warranties as the basis for the
undertakings on its part herein contained:

               (a) Organization and Authority. The Board is a public corporation
                   --------------------------
     duly organized and validly existing under the provisions of the Act by
     authority of a resolution adopted by the Board of Commissioners of the City
     on June 14, 1960 and a Certificate of Incorporation duly filed for record
     on October 17, 1960, in the office of the Judge of Probate of Russell
     County, Alabama, which Certificate of Incorporation has not been amended or
     been revoked and is of full force and effect. The Board has all requisite
     power and authority under the Act (1) to issue the Series 1991A Bonds, (2)
     to use the proceeds thereof to refund the Notes issued to pay the cost to
     acquire, construct and install the Project, (3) to own, lease, encumber and
     dispose of the Project, and (4) to enter into, and perform its obligations
     under, the Indenture, the Agreement and this Amendment. This Amendment and
     the Ninth Supplemental Indenture have been duly authorized, executed and
     delivered by the Board and are legal, valid and binding agreements
     enforceable against the Board in accordance with their respective terms.

               (b) Pending Litigation. There are no actions, suits, proceedings,
                   ------------------
     inquiries or investigations pending, or to the knowledge of the Board
     threatened, against or affecting the Board in any court or before any
     governmental authority or arbitration board or tribunal, which adversely
     affect the validity or enforceability of the Series 1991A Bonds, the
     Indenture, the Agreement, this Amendment, or any agreement or instrument to
     which the Board is a party and which is used or contemplated for use in the
     consummation of the transactions contemplated hereby or thereby.

               (c) Issue, Sale and Other Transactions Are Legal and Authorized.
                   -----------------------------------------------------------
     The issue and sale of the Series 1991A Bonds and the execution and delivery
     by the Board of the Ninth Supplemental Indenture and this Amendment and the
     compliance by the Board with all of the provisions of each thereof and of
     the Series 1991A Bonds (i) are within the purposes, powers and authority of
     the Board, (ii) to the best of the knowledge of the Board,

                                      -3-
<PAGE>
 
     have been done in fall compliance with the provisions of the Act, are legal
     and will not conflict with or constitute on the part of the Board a
     violation of or a breach of or default under, or result in the creation of
     any lien or encumbrance (other than Permitted Encumbrances under the
     Agreement) upon any property of the Board under the provisions of, its
     certificate of incorporation or Bylaws, or any indenture, mortgage, deed of
     trust, note agreement or other agreement or instrument to which the Board
     is a party or by which the Board is bound, or any license, judgment,
     decree, law, statute, order, rule or regulation of any court or
     governmental agency or body having jurisdiction over the Board or any of
     its activities or properties, and (iii) have been duly authorized by all
     necessary corporate action on the part of the Board.

               (d) Governmental Consents. Neither the nature of the Board nor
                   ---------------------
     any of its activities or properties, nor any relationship between the Board
     and any other person, nor any circumstance in connection with the offer,
     issue, sale or delivery of any of the Series l991A Bonds is such as to
     require the consent, approval or authorization of, or the filing,
     registration or qualification with, any governmental authority on the part
     of the Board in connection with the execution, delivery and performance of
     the Ninth Supplemental Indenture and this Amendment, or the offer, issue,
     sale or delivery of the Series 1991A Bonds, other than (i) the filing with
     the Alabama Securities Commission of the notification of the Board's
     intention to issue the Series 1991A Bonds required by Act No. 586 enacted
     at the 1978 Regular Session of the Legislature of the State and the
     issuance by the Director of the Alabama Securities Commission of such
     Certificate of Notification as may be required by said Act, and (ii) the
     due filing and recording of this Amendment, the Ninth Supplemental
     Indenture and the financing statements covering the security interests
     created hereunder and under the Indenture. The Board has filed the
     notification referred to in (i) of the preceding sentence and the Director
     of the Alabama Securities Commission has issued a Certificate of
     Notification applicable to the Series l991A Bonds, which Certificate of
     notification has not been revoked or rescinded and is in full force and
     effect.

               (e) No Defaults. The Board is not in default under the Act or
                   -----------
     under its Certificate of Incorporation or Bylaws or any other agreement or
     instrument to which it is a party or by which it is bound.

          Section 1.4  Representations and Warranties by the Company. The
          -----------  ---------------------------------------------
Company makes the following representations and warranties as the basis for the
undertakings on its part herein contained:

                                      -4-
<PAGE>
 
          (a) The Company (i) is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, (ii) has
all requisite corporate power and authority to carry on its business as now
being conducted and as presently proposed to be conducted, and (iii) has duly
qualified and is authorized to do business and is in good standing as a foreign
corporation in the State.

          (b) The Company has the corporate power and has been duly authorized
to enter into this Amendment and to perform all of its obligations hereunder.

          (c) The willingness of the Board to issue the Series l991A Bonds for
purposes of financing costs of acquiring, constructing, and installing the
Project, and to lease the Project to the Company, has induced the Company to
locate the Project within the State of Alabama and, more particularly, within 25
miles of the City.

          (d) The Company is not subject to any contractual or other limitation
or provision of any nature whatsoever which in any material way limits,
restricts or prevents the Company from entering into this Amendment, or
performing any of its obligations hereunder; and the execution and delivery of
this Amendment, the consummation of the transactions contemplated hereby, and
the fulfillment of or compliance with the terms and conditions of this Amendment
will not conflict with or result in a breach of the terms, conditions or
provisions of any restriction, agreement or instrument to which the Company is a
party or by which it is bound, or constitute a default under any of the
foregoing.

          (e) No event has occurred and no condition exists that would
constitute an "Event of Default" under the Agreement or this Amendment which,
with the lapse of time or with the giving of notice or both, would become an
"Event of Default" under the Agreement or this Amendment.

          (f) To the best of its knowledge and belief, the Company is not in
violation of any laws, ordinances, governmental rules or regulations to which it
is subject and has not failed to obtain any licenses, permits, franchises or
other governmental authorizations necessary to the ownership of its properties
or to the conduct of its business, which violation or failure to obtain would
reasonably be expected to materially and adversely affect the ability of the
Company to perform its obligations under this Amendment.

                                      -5-
<PAGE>
 
                                  ARTICLE II
                                MISCELLANEOUS 
                                ------------- 
 
           Section 2.1  Agreement and Amendment as One Document. As amended by
           -----------  ---------------------------------------
this Amendment, the Agreement is in all respects ratified and confirmed and the
Agreement and this Amendment shall be read, taken and construed as one and the
same instrument.

           Section 2.2  References. All references herein or in the Agreement to
           -----------  ----------
any Article, Section or provision of the Agreement shall refer to any such
Article, Section or provision as hereby amended.

           Section 2.3  Counterparts. This Amendment may be simultaneously
           -----------  ------------
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.

           Section 2.4  Captions. The captions or headings in this Amendment are
           -----------  --------
for convenience only and in no way define, limit or describe the scope or intent
of any provision of this Amendment.

           Section 2.5  Applicable Law. This Amendment shall be construed in
           -----------  --------------
accordance with the laws of the State of Alabama.

          IN WITNESS WHEREOF, the Board and the Company have caused this
Amendment to be executed in their respective corporate names as of the date
first written above.
    
                                   THE INDUSTRIAL DEVELOPMENT BOARD OF
                                   THE CITY OF PHENIX CITY, ALABAMA


                                   By:  /s/ Kenneth A. Roberts
                                        ----------------------
                                            Chairman


                                   MEAD COATED BOARD, INC.

                                   By:  /s/ E.M. Karter 
                                        ----------------------
                                         Vice President

                                      -6-
<PAGE>
 
 

                            ACKNOWLEDGMENT OF BOARD

STATE OF ALABAMA

COUNTY OF RUSSELL

          I, Sydney S. Smith, a Notary Public in and for said County in said
State, hereby certify that Kenneth A. Roberts, whose name as Chairman of the
Board of Directors of THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PHENIX
CITY, ALABAMA, a public corporation and instrumentality under the laws of the
State of Alabama, is signed to the foregoing instrument and who is known to me,
acknowledged before me on this day that, being informed of the contents of the
said instrument, he, as such officer and with full authority, executed the same
voluntarily for and as the act of said public corporation.

          GIVEN under my hand and seal of office, this 27th day of February,
1991.


                                               /s/ Sydney S. Smith
                                         ________________________________
                                                   Notary Public

(SEAL)                                   My commission expires: 2/25/92

                                      -7-
<PAGE>
 
                           ACKNOWLEDGMENT OF COMPANY



STATE OF OHIO

COUNTY OF MONTGOMERY

          I, Eva L. Miller, Notary Public in and for said County in said State,
hereby certify that E.M. Karter, whose name as Vice President of MEAD COATED
BOARD, INC., a corporation organized and existing under the laws of the State of
Delaware, is signed to the foregoing instrument and who is known to me,
acknowledged before me on this day that, being informed of the contents of the
said instrument, he, as such officer and with full authority, executed the Same
voluntarily for and as the act of said corporation.

                                          
          GIVEN under my hand and seal of office, this 1st day of March, 1991.


                                                   /s/ Eva L. Miller
                                        --------------------------------------
                                                      Notary Public



                                        My commission expires: _______________
                                        EVA L. MILLER, Notary Public
                                        In and for the State of Ohio
                                        My Commission Expires June 29, 1992



(SEAL)

                                      -8-
<PAGE>
 


                             CONSENT OF BONDHOLDER
                             ---------------------

          Mead Coated Board, Inc., as holder of all of the outstanding
Industrial Development Revenue Bonds (Mead Coated Board Project), Series 1988A,
Series 1989A, Series 1989B, Series 1989C, Series 1989D, Series 1989E and Series
l990A of The Industrial Development Board of the City of Phenix City, Alabama
(the "Board"), hereby consents to the execution and delivery of the foregoing
Ninth Amendment To Lease Agreement, dated as of March 1, 1991, between the Board
and Mead Coated Board, Inc., amending the Lease Agreement, dated as of December
1, 1988, as amended by a First Amendment To Lease Agreement dated as of March 1,
1989, a Second Amendment To Lease Agreement dated as of April 1, 1989, a Third
Amendment To Lease Agreement dated as of June 1, 1989, a Fourth Amendment To
Lease Agreement dated as of July 1, 1989, a Fifth Amendment To Lease Agreement
dated as of December 1, 1989 a Sixth Amendment To Lease Agreement dated as of
May 1, 1990, a Seventh Amendment To Lease Agreement dated as of June 1, 1990 and
an Eighth Amendment To Lease Agreement dated as of August 1, 1990 between the
Board and Mead Coated Board, Inc.

          IN WITNESS WHEREOF, Mead Coated Board, Inc. has caused this Consent of
Bondholder to be executed in its name and behalf as of March 1, 1991.

                                        MEAD COATED BOARD, INC.



                                        By:  /s/ E.M. Karter
                                             -----------------------------
                                             Vice President


                                      -9-


<PAGE>
 

                               CONSENT OF TRUSTEE
                               ------------------

          AMSOUTH BANK N.A., as Trustee under the Trust Indenture dated as of
December 1, 1988, as supplemented by a First Supplemental Trust Indenture dated
as of March 1, 1989, a Second Supplemental Trust Indenture dated as of April 1,
1989, a Third Supplemental Trust Indenture dated as of June 1, 1989, a Fourth
Supplemental Trust Indenture dated as of July 1, 1989, a Fifth Supplemental
Trust Indenture dated as of December 1, 1989, a Sixth Supplemental Trust
Indenture dated as of May 1, 1990, a Seventh Supplemental Trust Indenture dated
as of June 1, 1990, and an Eighth Supplemental Trust Indenture dated as of
August 1, 1990 from the Industrial Development Board of the City of Phenix City,
Alabama (the "Board"), hereby consents to the execution and delivery of the
foregoing Ninth Amendment To Lease Agreement, dated as of March 1, 199l, between
the Board and Mead Coated Board, Inc., amending the Lease Agreement, dated as of
December 1, 1988, as amended by a First Amendment To Lease Agreement dated as of
March 1, 1989, a Second Amendment To Lease Agreement dated as of April 1, 1989,
a Third Amendment To Lease Agreement dated as of June 1, 1989, a Fourth
Amendment To Lease Agreement dated as of July 1, 1989, a Fifth Amendment To
Lease Agreement dated as of December 1, 1989 a Sixth Amendment To Lease
Agreement dated as of May 1, 1990, a Seventh Amendment To Lease Agreement dated
as of June 1, 1990 and an Eighth Amendment To Lease Agreement dated as of August
1, 1990 between the Board and Mead Coated Board, Inc.

          IN WITNESS WHEREOF, AmSouth Bank N.A. has caused this Consent of
Trustee to be executed in its name and behalf as of March 1, 1991.

                                        AMSOUTH BANK N.A., as Trustee


                                        By:            Jeff Fink
                                            -------------------------------
                                             Title: Corporate Trust Officer


                                     -10-
<PAGE>
 
                                  EXHIBIT "A"

                                      to

                  Ninth Amendment To Lease Agreement between
                      THE INDUSTRIAL DEVELOPMENT BOARD OF
                        THE CITY OF PHENIX CITY, ALABAMA
                                      and
                            MEAD COATED BOARD, INC.
                           dated as of March 1, 1991

                          DESCRIPTION OF PROJECT LAND
                          ---------------------------

The Project Land includes the following property:

              NEW RECLAIM PLATE FEED AND CONVEYOR AREA (C-28511),
              ---------------------------------------------------

                CHIPS CONVEYOR TO SCREEN HOUSE AREA (C-28513),
                ----------------------------------------------

                     AND CHIPS SCREEN HOUSE AREA (C-28515)
                     -------------------------------------

          All that portion of land and structures lying 13' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State Georgia Coordinate System; and
     lying in Section 28, T 14 N , R 30 E, County of Russell, State of Alabama;
     thence N 63 degrees 51' 31" E, 790.90' to the point of beginning; thence N
     90 degrees 00' W, 82.00; thence S 0' 00" W, 8.75'; thence N 90 degrees 00'
     W, 232.22'; thence S 15 degrees 17' 15" E, 479.72' to a point on the
     northmost side of a rectangular area (Chip Screen House) which parallels
     last said course and is 75.0' north to south (7.00' of which is west of
     last said course) by 49.0' east to west; said rectangular area being the
     point of ending; said land being 0.56+ acres;

                 CHIPS CONVEYOR TO PINE STORAGE AREA (C-28538)
                 ---------------------------------------------  

          All that portion of land and structures lying 14' on each side of the
     following described centerline:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System; and
     lying in Section 28, T 14 N. R 30 E, County of Russell, State of Alabama;
     thence N 45 degrees 24' 34" E, 692.79' to the point of beginning; thence S
     36 degrees 51' 02" E, 454.94' to the point of ending; said land being 0.29
     (plus or minus) acres;
<PAGE>
 
            CHIPPER DISCHARGE CONVEYOR AREA (C-28536) AND CHIPS TO
            ------------------------------------------------------

                    HARDWOOD STORAGE CONVEYOR AREA (C-28537)
                    ----------------------------------------

          All that portion of land and structures lying 14' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System; and
     lying in Section 28, T 14 N. R 30 E, County of Russell, State of Alabama;
     thence N 71 degrees 34' 06" E, 600.241 to the point of beginning; thence S
     71 degrees 04' 32" E, 640.91'; thence N 50 degrees 08' 32" E, 61.59' to the
     point of ending; said land being 0.45 (plus or minus) acres;

                   CHIP CONVEYOR TO DIGESTER AREA (C-28521),
                   -----------------------------------------

                  CHIP CONVEYOR TO SURGE BIN AREA (C-28519),
                  ------------------------------------------

                         AND CHIP SILO AREA (C-28520)
                         ----------------------------

          All that portion of land and structures lying 14' on each side of the
     following described centerline and also including any specifically noted
     areas which extend beyond said centerline strip:
     
          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System; and
     lying in Section 28, T 14 N. R 30 E, County of Russell, State of Alabama;
     thence S 48 degrees 21' 59" W, 84.29' to the point of beginning; thence S
     56 degrees 07' 32" E, 319.22' to the center of a circular area (Chip Silo)
     with a radius of 15.00' and a central angle of 360 degrees 00' bounded by a
     rectangular structure 32' -6" (plus or minus) East-West and 32' -6" (plus
     or minus) North-South; thence N 82 degrees 51' 32" E, 355.48' to the point
     of ending; said land being 0.45 (plus or minus) acres;

                  NEW WASHER FACILITY AND BATCH DIGESTER AREA
                  -------------------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence N 48 degrees 06' 06" W, 35.94' to the point of beginning (N
     792,374.0, E 234,473.25); thence S 0 degrees 00' W, 133.50'; thence N 90
     degrees 00' W, 103.39'; thence S 0 degrees 00' W, 103.50'; thence 90
     degrees 00' W, 48.00'; thence N 0 degrees 00' W, 55.75'; thence N 90
     degrees 00' W, 80.00'; thence S 0 degrees 00' W, 42.75'; thence N 90
     degrees 00' W, 63.00'; thence N 0 degrees 00' W, 110.00'; thence N 45
     degrees 00' E, 55.00'; thence N 0 degrees 00' W, 23.11'; thence N 90
     degrees 00' E, 23.00; thence N 00 degrees W,

                                      A-2
<PAGE>
 
     23.75'; thence N 90 00' E, 170.00'; thence N 0 00' W, 28.75'; thence N 90
     00' E, 62.50' to the point of beginning; said area being 1.01 (plus or
     minus) acres;

            MILL WATER COOLING TOWER AND NEW REACTOR CLARIFIER AREA
            -------------------------------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 48 46' 07" W. 591.71' to the point of beginning (N 791,960.0 E
     234,055.0); thence S 0 degrees 00' W, 170.00'; thence N 90 degrees 00' W,
     111.00; thence N 0 degrees 00' W, 170.00'; thence N 90 degrees 00' E,
     111.00' to the point of beginning; said land being 0.43 (plus or minus)
     acres;

                       TURPENTINE RECOVERY FACILITY AREA
                       ---------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 63 degrees 26' 06" W, 11.18' to the point of beginning (N
     792,345.0, E 234,490.0); thence N 0' 00" W, 30.00'; thence N 90 degrees 00"
     E, 20.00'; thence S 0 degrees 00' W, 30.00'; thence N 90 degrees 00' W,
     20.00' to the point of beginning; said land being 0.01 (plus or minus)
     acres;

          LOG STORAGE AREA (C-28522), LOG FEED DECKS AREA (C-28523),
          ----------------------------------------------------------

           DRUM AREA (C-28525), VIBRATING CONVEYORS AREA (C-28532),
           --------------------------------------------------------

              CHIPPER POWER FEED ROLLS AREA (C-28528), CHIP BLDG.
              ---------------------------------------------------

          AREA (C-28535), AND BARK COLLECTING CONVEYOR AREA (C-28531)
          -----------------------------------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence N 80 degrees 22' 54" E, 879.79' to the point of beginning; thence N
     0 degrees 00' W, 326.00'; thence N 90 degrees 00' E, 711.08'; thence S 0
     degrees 00' W, 326.00'; thence N 90 degrees 00' W, 328.00'; thence S 0
     degrees 00' W, 188.00'; thence N 90 degrees 00' W, 50.00'; thence N 0
     degrees 00' W, 188.00'; thence N 90 degrees 00' 333.08' to the point of
     beginning; said land being 5.54 (plus or minus) acres;

                                      A-3
<PAGE>
 
                        AREA "B" MAINTENANCE SHOP AREA
                        ------------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 792,350.00, E
     234,500.00, of the West Zone of the State of Georgia Coordinate System;
     thence S 11 degrees 04' 57" W, 197.69' to the point of beginning
     (N792,156.0, E 234,462.0); thence S 0 degrees 00" W, 82.00'; thence N 90
     degrees 00" W, 52.00'; thence N 0 degrees 00' W, 82.00'; thence N 90
     degrees 00' E, 52.00 to the point of beginning; said land being 0.10
     (plus or minus) acres;

                         NEW LIME KILN/RECAUSTICIZING
                         ----------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N, R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02 of the West Zone of the State of Georgia Coordinate System;
     thence N 70 degrees 51' 29" E, 267.79' to the point of beginning (N
     793,238.0 E 233,503.0); thence N 90 degrees 00' E, 399.23'; thence S 0
     degrees 00' W, 50.00'; thence N 90 degrees 00' W, 10.00'; thence S 0
     degrees 00' W, 40.00'; thence N 90 degrees 00' W, 136.23'; thence N 0
     degrees 00' W, 80.00'; thence N 90 degrees 00' W, 50.00'; thence S 0
     degrees 00' W, 10.00'; thence N 00' W, 54.00'; thence S 0 degrees 00' W,
     40.00'; thence N 90 degrees 00' E, 65.00'; thence S 0 degrees 00' W,
     30.00'; thence N 90 degrees 00' W, 150.00'; thence N 0 degrees 00' W,
     17.00'; thence N 90 degrees 00' W, 64.00'; thence N 0 degrees 00' W, 73.00'
     to the point of beginning; said land being 0.657, more or less acres, less
     than and except all structures not included in the Mead Corporation
     Contract No. 21-3097A.


                          NO. 2 RECOVERY BOILER AREA
                          --------------------------

          All that portion of land, and structures lying thereon, in Section 28,
     T 14 N. R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02, of the West Zone of the State of Georgia Coordinate System;
     thence S 40 degrees 16' 34" E, 439.77' to the point of beginning (N
     792,814.67, E 233,534.32'); thence N 90 degrees 00' E, 36.30'; thence N 0
     degrees 00' W, 20.50'; thence N 90 degrees 00' E, 72.26'; thence N 0
     degrees 00' W, 14.83'; thence N 90 degrees 00' E, 110.50'; thence S 0
     degrees 00' W, 42.58'; thence N 90 degrees 00' E, 26.00'; thence S 0
     degrees, 81.00'; thence N 90 degrees 00' W. 51.00'; thence N 0 degrees 00"
     W, 25.12'; thence N 90 degrees 00' W. 85.50'; thence N 00 degrees 00' W,
     8.63'; thence N 90 degrees 00' W, 72.26'; thence N 90 degrees 00' W.
     20.50'; thence N 0 degrees 00' W, 36.30'; thence N 0 degrees 00' W. 34.00'
     to the point of beginning; said land being 0.47 (plus or minus) acres;

                                      A-4
<PAGE>
 
                       NEW EVAPORATORS AND NEW TANKS AREA

          All that portion of land, and structures lying thereon, in section 28,
     T 14 N. R 30 E, County of Russell, State of Alabama, more particularly
     described as follows:

          Commence at a monument having grid coordinates N 793,150.19, E
     233,250.02, of the West Zone of the State of Georgia Coordinate System;
     thence S 62 degrees 01' 33" E, 637.83' to the point of beginning (N
     792,851.0, E 233,813.33); thence N 90 degrees 00' E, 246.67'; thence along
     an arc South and East 53.41' having a radius of 34.00' with a central angle
     of 90 degrees 00'; thence S 0 degrees 00' W. 135.33'; thence along an arc
     South and West 53.41' having a radius of 34.00' with a central angle of 90
     degrees 00'; thence N 90 degrees 00' W; 34.00'; thence N 0 degrees 00' W.
     99.79'; thence N 90 degrees 00' W. 69.00'; thence N 59 degrees 47' 19" W.
     91.42'; thence N 90 degrees 00' W. 64.67'; thence N 0 degrees 00' W. 57.54'
     to the point of beginning; said land being 0.72 (plus or minus) acres;

     (collectively, the "Unimproved Lands"); less, in each case, any structures
     constructed and leased pursuant to a Lease Agreement dated July 1, 1977,
     and recorded in Deed Book 550 at Pages 51-94 (as amended to date, the "1977
     Lease") under which Lessor leased to Georgia Kraft Company ("Georgia
     Kraft") a parcel of land in Russell County, Alabama as more particularly
     described in Exhibit A to the Lease (the "1977 Land"), together with
     certain items of equipment described in Exhibit B to the 1977 Lease
     (Georgia Kraft has assigned its interest in the 1977 Lease to Mead Coated
     Board, Inc.);

together with the following easements:

          (a) An easement and right for pedestrian and vehicular traffic to use
     all present and future walks, railroads, roads, driveways and docks upon
     the Board Premises (the 1977 Land less and except the 1988 Land) in order
     to provide all necessary or convenient ingress or egress between the
     Unimproved Land and railroads, public roads and highways and the
     Chattahoochee River and to permit passage between the Unimproved Land and
     the Board Premises;

          (b) An easement and right for the passage of pedestrians and vehicles
     and for the construction, erection, installation, operation, maintenance,
     renewal, replacement and use of material conveying systems, including
     without limitation pipelines, through any part of the Board Premises
     necessary or convenient in order to assure the passage of equipment, raw
     materials, items in the process of manufacture, and finished products from
     the Unimproved Land to the Board Premises, including without limitation
     such rights and easements as are necessary for the movement of personnel,
     vehicles and materials among and between the various parcels of land
     comprising the Board Premises in order to permit and facilitate the
     operation of the Project;

                                      A-5
<PAGE>
 
          (c) An easement and right to erect, install, construct, maintain,
     renew, replace and use on, over and under any part of the Board Premises,
     such pipes, conduits, and wires as are necessary or convenient to insure
     access to and an adequate system for or supply of gas, oil, steam,
     compressed air, process and space heat, water, fire protection, sewage and
     industrial waste disposal, electricity, communications, instrumentation and
     control, and other similar facilities to the Unimproved Land and the
     Project including, without limitation, the right to make connections with
     machinery, equipment, pipes, conduits and wires, structures and other;
     improvements and appurtenances thereto, on the Board Premises; and

          (d) An easement and right to create and maintain upon the Board
     Premises encroachments of equipment, structures or other improvements which
     will be included on the Unimproved Land and within the Project as presently
     planned, and any similar replacements or substitutions of portions of the
     Project for as long as any such equipment, structures or other improvements
     remain standing, including without limitation the rights of lateral or
     party wall support, and to connect any such equipment, structure or other
     improvements to any structure or improvement on the Board Premises;

but subject to the following easements over the Unimproved Land in favor of the
Board Premises:

          (a) An easement and right for pedestrian and vehicular traffic to use
     all present and future walks, railroads, roads, driveways and docks upon
     the Unimproved Land in order to provide all necessary or convenient ingress
     and egress among and between all portions of the Board Premises and between
     the Board Premises and the Unimproved Land, including without limitation
     portions on which additional improvements may be erected, and railroads,
     public works and highways and the Chattahoochee River and to permit passage
     among and between the various parcels of land comprising the Board
     Premises;

          (b) An easement and right for the passage of pedestrians, vehicles,
     and for the construction, installation, operation, maintenance, renewal,
     replacement and use of material conveyance systems, including without
     limitation, pipelines, through any part of the Unimproved Land necessary or
     convenient in order to assure the passage of equipment, and finished
     products from one portion of the Board Premises to another or between the
     Board Premises and the Unimproved Land, including, without limitation such
     rights and easements as are necessary for the movement of personnel,
     vehicles and material among and between the various parcels of land
     comprising the Board Promises in order to permit and facilitate the
     operation of any facilities located on the Board Premises;

                                      A-6
<PAGE>
 
          (c) An easement and right to erect, install, construct, maintain,
     renew, replace and use on, over and under any part of the Unimproved Land,
     such pipes, conduits, and wires and appurtenances as are necessary or
     convenient to assure access to and an adequate system for or supply of gas,
     oil, steam, compressed air, process and space heat, water, fire protection,
     sewage and industrial waste disposal, electricity, communications,
     instrumentation and control, and other similar facilities to the Board
     Premises, including without limitation, the right to make connections with
     machinery, equipment, pipes, conduits and wires, structures and other
     improvements and appurtenances thereto, on the Unimproved Land; and

          (d) An easement and right to maintain any present equipment,
     structures or other improvements included within the facilities presently
     located on the Board Premises as encroachments upon the Unimproved Land as
     long as any such equipment, structures or other improvements remain
     standing, and to construct and maintain similar encroachments on the
     Unimproved Land in respect of any additional improvements constructed
     adjacent to the Unimproved Land, as long as any such additional
     improvements remain standing, including without limitation the rights of
     lateral or party wall support, and to connect such additional improvements
     to any structure or any improvements on the Unimproved Land.

DMY/BOND/AW1

                                      A-7