<PAGE>

                                                                    Exhibit 10.2

                                                                  EXECUTION COPY

                       5-YEAR REVOLVING CREDIT AGREEMENT

                         DATED AS OF NOVEMBER l0, 2000

                                     AMONG

                            THE MEAD CORPORATION,
                                as the Borrower

                 THE LENDERS FROM TIME TO TIME PARTIES HERETO,

                  MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                            as Administrative Agent

                                 BANK ONE, NA,
                             as Syndication Agent

                                      and

                            BANK OF AMERICA, N.A.,
                            as Documentation Agent

================================================================================

                        BANC ONE CAPITAL MARKETS, INC.,
                     as Lead Arranger and Sole Bookrunner

================================================================================

                                SIDLEY & AUSTIN
                                Bank One Plaza
                           10 South Dearborn Street
                            Chicago, Illinois 60603
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                             -----
<S>                                                                                                          <C>
ARTICLE I   DEFINITIONS....................................................................................    1

ARTICLE II  THE CREDITS....................................................................................   14
            -----------
2.1.        Commitment.....................................................................................   14
            ----------
2.2.        Swing Line Loans...............................................................................   14
            ----------------
2.2.1.      Amount of Swing Line Loans.....................................................................   14
            --------------------------
2.2.2.      Borrowing Notice...............................................................................   15
            ----------------
2.2.3.      Making of Swing Line Loans.....................................................................   15
            --------------------------
2.2.4.      Repayment of Swing Line Loans..................................................................   15
            -----------------------------
2.3.        Required Payments; Termination.................................................................   16
            ------------------------------
2.4.        Ratable Loans..................................................................................   16
            -------------
2.5.        Types of Advances..............................................................................   16
            -----------------
2.6.        Facility Fee; Utilization Fee; Reductions in Aggregate Commitment..............................   16
            -----------------------------------------------------------------
2.7.        Minimum Amount of Each Advance.................................................................   17
            ------------------------------
2.8.        Optional Principal Payments....................................................................   17
            ---------------------------
2.9.        Method of Selecting Types and Interest Periods for New Advances................................   18
            ---------------------------------------------------------------
2.10.       Conversion and Continuation of Outstanding Advances............................................   18
            ---------------------------------------------------
2.11.       Changes in Interest Rate, etc..................................................................   19
            -----------------------------
2.12.       Rates Applicable After Default.................................................................   19
            ------------------------------
2.13.       Method of Payment..............................................................................   19
            -----------------
2.14.       Noteless Agreement; Evidence of Indebtedness...................................................   2O
            --------------------------------------------
2.15.       Telephonic Notices.............................................................................   20
            ------------------
2.16.       Interest Payment Dates; Interest and Fee Basis.................................................   21
            ----------------------------------------------
2.17.       Notification of Advances, Interest Rates, Prepayments and Commitment Reductions................   21
            -------------------------------------------------------------------------------
2.18.       Lending Installations..........................................................................   21
            ---------------------
2.19.       Non-Receipt of Funds by the Administrative Agent...............................................   21
            ------------------------------------------------
2.20.       Replacement of Lender..........................................................................   22
            ---------------------

ARTICLE III YIELD PROTECTION; TAXES........................................................................   22
            -----------------------
3.1.        Yield Protection...............................................................................   22
            ----------------
3.2.        Changes in Capital Adequacy Regulations........................................................   23
            ---------------------------------------
</TABLE>

                                      i
<PAGE>

<TABLE>
<S>                                                                                                       <C>
3.3.        Availability of Types of Advances..........................................................   24
            ---------------------------------
3.4.        Funding Indemnification....................................................................   24
            -----------------------
3.5.        Taxes......................................................................................   24
            -----
3.6.        Lender Statements; Survival of Indemnity...................................................   26
            ----------------------------------------

ARTICLE IV  CONDITIONS PRECEDENT.......................................................................   26
            --------------------
4.1.        Closing....................................................................................   26
            -------
4.2.        Each Advance...............................................................................   27
            ------------

ARTICLE V   REPRESENTATIONS AND WARRANTIES.............................................................   27
            ------------------------------
5.1.        Existence and Standing.....................................................................   28
            ----------------------
5.2.        Authorization and Validity.................................................................   28
            --------------------------
5.3.        No Conflict; Government Consent............................................................   28
            -------------------------------
5.4.        Financial Statements.......................................................................   28
            --------------------
5.5.        Material Adverse Change....................................................................   29
            -----------------------
5.6.        Taxes......................................................................................   29
            -----
5.7.        Litigation and Contingent Obligations......................................................   29
            -------------------------------------
5.8.        Accuracy of Information....................................................................   29
            -----------------------
5.9.        Regulation U...............................................................................   29
            ------------
5.10.       Material Agreements........................................................................   29
            -------------------
5.11.       Compliance With Laws.......................................................................   30
            --------------------
5.12.       ERISA; Foreign Pension Matters.............................................................   30
            ------------------------------
5.13.       Plan Assets; Prohibited Transactions.......................................................   30
            ------------------------------------
5.14.       Environmental Matters......................................................................   30
            ---------------------
5.15.       Investment Company Act.....................................................................   30
            ----------------------
5.16.       Public Utility Holding Company Act.........................................................   30
            ----------------------------------
5.17.       Insurance..................................................................................   31
            ---------

ARTICLE VI  COVENANTS..................................................................................   31
            ---------
6.1.        Financial Reporting........................................................................   31
            -------------------
6.2.        Use of Proceeds............................................................................   32
            ---------------
6.3.        Notice of Default..........................................................................   32
            -----------------
6.4.        Conduct of Business........................................................................   32
            -------------------
6.5.        Taxes......................................................................................   32
            -----
6.6.        Insurance..................................................................................   33
            ---------
</TABLE>
                                               ii
<PAGE>

<TABLE>
<S>                                                                                                       <C>
6.7.        Compliance with Laws........................................................................   33
            --------------------
6.8.        Maintenance of Properties...................................................................   33
            -------------------------
6.9.        Inspection; Keeping of Books and Records....................................................   33
            ----------------------------------------
6.10.       Indebtedness................................................................................   33
            ------------
6.11.       Merger......................................................................................   34
            ------
6.12.       Sale of Assets..............................................................................   34
            --------------
6.13.       Liens.......................................................................................   34
            -----
6.14.       Synthetic Leases............................................................................   35
            ----------------
6.15.       Financial Covenants.........................................................................   35
            -------------------

ARTICLE  VII DEFAULTS...................................................................................   36
             --------
7.1         Breach of Representations or Warranties.....................................................   36
            ---------------------------------------
7.2.        Failure to Make Payments When Due...........................................................   36
            ---------------------------------
7.3.        Breach of Covenants.........................................................................   36
            -------------------
7.4.        Other Breaches..............................................................................   36
            --------------
7.5.        Default as to Other Indebtedness............................................................   36
            --------------------------------
7.6.        Voluntary Bankruptcy; Appointment of Receiver; Etc..........................................   37
            --------------------------------------------------
7.7.        Involuntary Bankruptcy; Appointment Receiver; Etc...........................................   37
            -------------------------------------------------
7.8.        Judgments...................................................................................   37
            ---------
7.9.        Unfunded Liabilities........................................................................   37
            --------------------
7.10.       Other ERISA Liabilities.....................................................................   37
            -----------------------
7.11        Environmental Matters.......................................................................   37
            ---------------------
7.12        Change of Control...........................................................................   38
            -----------------

ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.............................................   38
             ----------------------------------------------
8.1.        Acceleration................................................................................   38
            ------------
8.2.        Amendments..................................................................................   38
            ----------
8.3.        Preservation of Rights......................................................................   39
            ----------------------

ARTICLE IX GENERAL PROVISIONS...........................................................................   39
           ------------------
9.1.        Survival of Representations.................................................................   39
            ---------------------------
9.2.        Governmental Regulation.....................................................................   39
            -----------------------
9.3.        Headings....................................................................................   39
            --------
9.4.        Entire Agreement............................................................................   39
            ----------------
9.5.        Several Obligations; Benefits of this Agreement.............................................   39
            -----------------------------------------------
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                                        <C>
9.6.        Expenses; Indemnification...................................................................   40
            -------------------------
9.7.        Numbers of Documents........................................................................   40
            --------------------
9.8.        Accounting..................................................................................   40
            ----------
9.9.        Severability of Provisions..................................................................   41
            --------------------------
9.10.       Nonliability of Lenders.....................................................................   41
            -----------------------
9.11.       Confidentiality.............................................................................   41
            ---------------
9.12.       Nonreliance.................................................................................   42
            -----------
9.13.       Disclosure..................................................................................   42
            ----------

ARTICLE X THE AGENTS....................................................................................   42
          ----------
10.1.       Appointment; Nature of Relationship.........................................................   42
            -----------------------------------
10.2.       Powers......................................................................................   42
            ------
10.3.       General Immunity............................................................................   43
            ----------------
10.4.       No Responsibility for Loans, Recitals, etc..................................................   43
            ------------------------------------------
10.5.       Action on Instructions of Lenders...........................................................   43
            ---------------------------------
10.6.       Employment of Agents and Counsel............................................................   43
            --------------------------------
10.7.       Reliance on Documents; Counsel..............................................................   43
            ------------------------------
10.8.       Agents' Reimbursement and Indemnification...................................................   44
            -----------------------------------------
10.9.       Notice of Default...........................................................................   44
            -----------------
10.10.      Rights as a Lender..........................................................................   44
            ------------------
10.11.      Lender Credit Decision......................................................................   45
            ----------------------
10.12.      Successor Agents............................................................................   45
            ----------------
10.13.      Agent and Arranger Fees.....................................................................   45
            -----------------------
10.14.      Delegation to Affiliates....................................................................   46
            ------------------------

ARTICLE XI SETOFF; RATABLE PAYMENTS.....................................................................   46
           ------------------------
11.1.       Setoff......................................................................................   46
            ------
11.2.       Ratable Payments............................................................................   46
            ----------------

ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS...........................................   46
            -------------------------------------------------
12.1.       Successors and Assigns; Designated Lenders..................................................   46
            ------------------------------------------
12.1.1.     Successors and Assigns......................................................................   46
            ----------------------
12.1.2.     Designated Lenders..........................................................................   47
            ------------------
12.2.       Participations..............................................................................   48
            --------------
12.2.1.     Permitted Participants; Effect..............................................................   48
            ------------------------------
</TABLE>

                                       iv
<PAGE>

<TABLE>
<S>                                                                                                        <C>
12.2.2.     Voting Rights...............................................................................   48
            -------------
12.2.3.     Benefit of Setoff...........................................................................   48
            -----------------
12.3.       Assignments.................................................................................   48
            -----------
12.3.1.     Permitted Assignments.......................................................................   48
            ---------------------
12.3.2.     Effect; Effective Date......................................................................   49
            ----------------------
12.4.       Dissemination of Information................................................................   49
            ----------------------------
12.5.       Tax Treatment...............................................................................   49
            -------------

ARTICLE XIII NOTICES....................................................................................   50
             -------
13.1.       Notices.....................................................................................   50
            -------
13.2.       Change of Address...........................................................................   50
            -----------------

ARTICLE XIV COUNTERPARTS................................................................................   50
            ------------

ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.................................   51
           ------------------------------------------------------------
15.1.       CHOICE OF LAW...............................................................................   51
            --------------
15.2.       CONSENT TO JURISDICTION.....................................................................   51
            -----------------------
15.3.       WAIVER OF JURY TRIAL........................................................................   51
            --------------------
</TABLE>

                                       v
<PAGE>

                                   EXHIBITS
                                   --------

Exhibit A  -  Form of Borrower's Counsel's Opinion

Exhibit B  -  Form of Compliance Certificate

Exhibit C  -  Form of Assignment Agreement

Exhibit D  -  Form of Promissory Note (if requested)

Exhibit E  -  List of Closing Documents


                                   SCHEDULES
                                   ---------

Pricing Schedule

Commitment Schedule

Schedule 5.4  -  Financial Statements

Schedule 5.7  -  SEC Reports

                                      vi
<PAGE>

                       5-YEAR REVOLVING CREDIT AGREEMENT

          This 5-Year Revolving Credit Agreement, dated as of November 10, 2000,
 is among The Mead Corporation, the institutions from time to time parties
 hereto as Lenders (whether by execution of this Agreement or an assignment
 pursuant to Section 12.3), Morgan Guaranty Trust Company of New York, a New
             ------------
 York banking association, as Administrative Agent, Bank One, NA, a national
 banking association having its principal office in Chicago, Illinois, as
 Syndication Agent, and Bank of America, N.A., as Documentation Agent. The
 parties hereto agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

          As used in this Agreement:

          "Accounting Changes" is defined in Section 9.8 hereof.
           ------------------                -----------

          "Administrative Agent" means Morgan Guaranty in its capacity as
           --------------------
 contractual representative of the Lenders pursuant to Article X, and not in its
                                                       ---------
 individual capacity as a Lender, and any successor Administrative Agent
 appointed pursuant to Article X.
                       ---------

          "Acquisition" means any transaction, or any series of related
           -----------
transactions, consummated on or after the date of this Agreement, by which the
Borrower or any of its Significant Subsidiaries (i) acquires any going business
or all or substantially all of the assets of any firm, corporation or limited
liability company, or division thereof, whether through purchase of assets,
merger or otherwise or (ii) directly or indirectly acquires in one transaction
or as the most recent transaction in a series of transactions) at least a
majority (in number of votes) of the securities of a corporation which have
ordinary voting power for the election of directors (other than securities
having such power only by reason of the happening of a contingency) or a
majority (by percentage or voting power) of the outstanding ownership interests
of a partnership or limited liability company.

          "Advance" means a borrowing hereunder, (i) made by some or all of the
           -------
Lenders on the same Borrowing Date, or (ii) converted or continued by the
Lenders on the same date of conversion or continuation, consisting, in either
case, of the aggregate amount of the several Loans of the same Type and, in the
case of Eurodollar Loans, for the same Interest Period. The term "Advance" shall
include Swing Line Loans unless otherwise expressly provided.

          "Affected Lender" is defined in Section 2.20.
           ---------------                ------------

          "Agent" means any of the Administrative Agent, the Syndication Agent
           -----
or the Documentation Agent, as appropriate, and "Agents" means, collectively,
the Administrative Agent, the Syndication Agent and the Documentation Agent.
<PAGE>

          "Aggregate Commitment" means the aggregate of the Commitments of all
           --------------------
 the Lenders, as reduced from time to time pursuant to the terms hereof. As of
 the date hereof, the Aggregate Commitment is Three Hundred Million and 00/100
 Dollars ($300,000,000).

          "Aggregate Outstanding Credit Exposure" means, at any time, the
           -------------------------------------
 aggregate of the Outstanding Credit Exposure of all the Lenders.

          "Agreement" means this 5-Year Revolving Credit Agreement, as it may be
           ---------
 amended, restated, supplemented or otherwise modified and as in effect from
 time to time.

          "Agreement Accounting Principles" means generally accepted accounting
           -------------------------------
 principles as in effect in the United States from time to time, applied in a
 manner consistent with that used in preparing the financial statements of the
 Borrower referred to in Section 5.4; provided, however, that except as provided
                         -----------
 in Section 9.8, with respect to the calculation of financial ratios and other
    -----------
 financial tests required by this Agreement, "Agreement Accounting Principles"
 means generally accepted accounting principles as in effect in the United
 States as of the date of this Agreement, applied in a manner consistent with
 that used in preparing the financial statements of the Borrower referred to in
 Section 5.4 hereof.
 -----------

          "Alternate Base Rate" means, for any day, a fluctuating rate of
           -------------------
 interest per annum equal to the higher of (i) the Prime Rate for such day and
 (ii) the sum of the Federal Funds Effective Rate for such day plus 1/2% per
 annum.

          "Applicable Facility Fee Rate" means, at any time, the percentage rate
           ----------------------------
 per annum at which Facility Fees are accruing on the Aggregate Commitment
 (without regard to usage) at such time as set forth in the Pricing Schedule.

          "Applicable Margin" means, with respect to Eurodollar Advances at any
           -----------------
time, the percentage rate per annum which is applicable at such time with
respect to Eurodollar Advances as set forth in the Pricing Schedule.

          "Arranger" means Banc One Capital Markets, Inc., a Delaware
           --------
 corporation, and its successors, in its capacity as Lead Arranger and Sole Book
 Runner.

          "Article" means an article of this Agreement unless another document
           -------
is specifically referenced.

          "Authorized Officer" means any of the chief executive officer,
           ------------------
president, vice president-finance, chief operating officer, chief financial
officer, chief accounting officer or treasurer of the Borrower, acting singly.

          "Available Aggregate Commitment" means, at any time, the Aggregate
           ------------------------------
Commitment then in effect minus the Aggregate Outstanding Credit Exposure at
such time.

          "Bank of America" means Bank of America, N.A., a national banking
           ---------------
association, in its individual capacity, and its successors.

                                       2
<PAGE>

          "Bank One" means Bank One, NA, a national banking association having
           --------
 its principal office in Chicago, Illinois, in its individual capacity, and its
 successors.

          "Borrower" means The Mead Corporation, an Ohio corporation, and its
           --------
 permitted successors and assigns (including, without limitation, a
 debtor-in-possession on its behalf).

          "Borrowing Date" means a date on which an Advance is made hereunder.
           --------------

          "Borrowing Notice" is defined in Section 2.9.
           ----------------                -----------

          "Business Day" means (i) with respect to any borrowing, payment or
           ------------
 rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday)
 on which banks generally are open in Chicago and New York for the conduct of
 substantially all of their commercial lending activities, interbank wire
 transfers can be made on the Fedwire system and dealings in United States
 dollars are carried on in the London interbank market and (ii) for all other
 purposes, a day (other than a Saturday or Sunday) on which banks generally are
 open in Chicago and New York for the conduct of substantially all of their
 commercial lending activities and interbank wire transfers can be made on the
 Fedwire system.

          "Cabin Bluff Loan and Guaranty Agreement" means the Loan and Guaranty
           ---------------------------------------
 Agreement dated as of August 23, 1988 among Cabin Bluff Partners, the Borrower
 and Scott Paper Company, as guarantors, and The Sumitomo Bank, Limited, New
 York Branch, or the Loan and Guaranty Agreement among Cabin Bluff Partners, the
 Borrower and Kimberly-Clark Corporation, as guarantors, the lenders party
 thereto, The Sumitomo Bank, Limited, New York Branch, as a lender and
 syndication agent, Bank of America, N.A. (successor to Bank of America National
 Trust and Savings Association), as a lender and documentation agent, and The
 Chase Manhattan Bank, as a lender and administrative agent, as the same or any
 substitute or replacement agreement may be amended, restated, modified or
 replaced from time to time.

          "Capitalized Lease" of a Person means any lease of Property by such
           -----------------
 Person as lessee which would be capitalized on a balance sheet of such Person
 prepared in accordance with Agreement Accounting Principles.

          "Capitalized Lease Obligations" of a Person means the amount of the
           -----------------------------
obligations of such Person under Capitalized Leases which would be shown as a
capitalized liability on a balance sheet of such Person prepared in accordance
with Agreement Accounting Principles.

          "Cash Equivalent Investments" means, as to any Person, (i) securities
           ---------------------------
issued or directly and fully guaranteed or insured by the United States or any
agency or instrumentality thereof (provided that the full faith and credit of
the United States is pledged in support thereof) having maturities of not more
than one year from the date of acquisition, (ii) time deposits and certificates
of deposit of any investment grade commercial bank having, or which is the
principal banking subsidiary of an investment grade bank holding company
organized under the laws of the United States, any State thereof, the District
of Columbia or any foreign jurisdiction having capital, surplus and undivided
profits aggregating in excess of $500,000,000, with maturities of not more than
one year from the date of acquisition by such Person, (iii) repurchase
obligations with a term of not more than ninety (90) days for underlying
securities of the types described in

                                       3
<PAGE>

clause (i) above entered into with any bank meeting the qualifications specified
----------
in clause (ii) above, provided that such repurchase obligations are secured by a
   -----------
first priority security interest in such underlying securities which have, on
the date of purchase thereof, a fair market value of at least 100% of the amount
of the repurchase obligations, (iv) commercial paper issued by any Person
incorporated in the United States rated at least A-1 by S&P or P-1 by Moody's
and in each case maturing not more than one year after the date of acquisition
by such Person, (v) investments in money market funds substantially all of the
assets of which are comprised of securities of the types described in clauses
                                                                      -------
(i) through (iv) above, and (vi) demand deposit accounts maintained in the
---         ----
ordinary course of business.

          "Change" is defined in Section 3.2.
           ------                ------------

          "Change in Control" means (i) the acquisition by any Person, or group
           -----------------
 of Persons (within the meaning of Section 13 or 14 of the Securities Exchange
 Act of 1934, as amended), of beneficial ownership (within the meaning of Rule
 13d-3 of the Securities and Exchange Commission under the Securities Exchange
 Act of 1934) of thirty-five percent (35%) or more of the outstanding shares of
 voting stock of the Borrower or (ii) the majority of the Board of Directors of
 the Borrower fails to consist of Continuing Directors.

          "Closing Date" means the date hereof.
           ------------

          "Code" means the Internal Revenue Code of 1986, as amended, reformed
           ----
 or otherwise modified from time to time, and any rule or regulation issued
 thereunder.

          "Combined Commitment" means the sum of (1) the Aggregate Commitment
           -------------------
 hereunder (which, after the Commitments have been terminated, shall be based on
 the Aggregate Commitment immediately prior to such termination) and (2) the
 "Aggregate Commitment" under and as defined in the 364-Day Credit Agreement
 (which, after such "Commitments" have been terminated, other than as a result
 of a conversion pursuant to Section 2.2.2 thereof, shall be based on the
                             -------------
 aggregate of such "Commitments" immediately prior to such termination).

          "Combined Utilized Amount" means the sum of (1) the Aggregate
           -------------------------
 Outstanding Credit Exposure of all the Lenders hereunder, and (2) the
 "Aggregate Outstanding Credit Exposure" of all the "Lenders" under and as
 defined in the 364-Day Credit Agreement.

          "Commitment" means, for each Lender, the obligation of such Lender to
           ----------
 make Revolving Loans not exceeding the amount set forth on the Commitment
 Schedule or in an assignment executed pursuant to Section 12.3, as it may be
                                                   ------------
 modified as a result of any assignment that has become effective pursuant to
 Section 12.3.2 or as otherwise modified from time to time pursuant to the terms
 --------------
 hereof.

          "Commitment Schedule" means the Schedule identifying each Lender's
           -------------------
 Commitment as of the Closing Date attached hereto and identified as such.

          "Consolidated Net Worth" means (a) the consolidated stockholders'
           ----------------------
equity of the Borrower and its Subsidiaries in accordance with Agreement
Accounting Principles, plus (b) without duplication, (i) an amount equal to 50%
of any Convertible Preferred Stock and (ii) an

                                       4
<PAGE>

amount equal to 80% of the principal amount (to the extent the aggregate
principal amount of such debt instruments does not exceed $250,000,000) of any
debt instrument that provides that the indebtedness evidenced thereby will be
satisfied by performance of a mandatory obligation to purchase capital stock of
the Borrower, minus or plus (as applicable) (c) the amount of all other
comprehensive income or loss calculated in accordance with Agreement Accounting
Principles.

          "Consolidated Total Debt" means the sum, without duplication, of (a)
           -----------------------
 all Indebtedness of the Borrower and its consolidated Subsidiaries which, on
 the date of determination, would be required to be shown on the Borrower's
 consolidated balance sheet prepared in accordance with Agreement Accounting
 Principles (excluding Convertible Preferred Stock and debt instruments that
 provide that the indebtedness evidenced thereby will be satisfied by
 performance of a mandatory obligation to purchase capital stock of the
 Borrower), plus (b) all Receivables Facility Attributed Indebtedness of the
 Borrower and its consolidated Subsidiaries on the date of determination
 regardless of its treatment under Agreement Accounting Principles, plus (c) all
 Off-Balance Sheet Liabilities of the Borrower and its consolidated Subsidiaries
 on the date of determination regardless of its treatment under Agreement
 Accounting Principles, plus (d) an amount equal to 50% of any Convertible
 Preferred Stock, plus (e) an amount equal to 100% of the principal amount (to
 the extent that the aggregate principal amount of such debt instruments exceeds
 $250,000,000) any debt instruments that provide that the indebtedness evidenced
 thereby will be satisfied by performance of a mandatory obligation to purchase
 capital stock of the Borrower, plus (f) an amount equal to 20% of the principal
 amount (to the extent that the aggregate principal amount of such debt
 instruments does not exceed $250,000,000) of any debt instruments that provide
 that the indebtedness evidenced thereby will be satisfied by performance of a
 mandatory obligation to purchase capital stock of the Borrower, minus (g) all
 Indebtedness that has been defeased.

          "Consolidated Total Capitalization" means at any time the sum of (i)
           ---------------------------------
 Consolidated Total Debt plus (ii) Consolidated Net Worth.

          "Continuing Director" means, as of any date of determination, any
           -------------------
 member of the board of directors of the Company who (a) was a member of such
 board of directors on the date hereof, or (b) was nominated for election or
 elected to such board of directors with the approval of the required majority
 of the Continuing Directors who were members of such board at the time of such
 nomination or election.

          "Controlled Group" means all members of a controlled group of
           ----------------
 corporations or other business entities and all trades or businesses (whether
 or not incorporated) under common control which, together with the Borrower or
 any of its Significant Subsidiaries, are treated as a single employer under
 Section 414(b), (c), (m) or (o) of the Code.

          "Conversion/Continuation Notice" is defined in Section 2.10.
           ------------------------------                ------------

          "Conversion Date" has the meaning assigned to such term in the 364-Day
           ---------------
Credit Agreement.

          "Convertible Preferred Stock" means any preferred stock that, by its
           ---------------------------
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable), or upon the

                                       5
<PAGE>

happening of any event, is convertible into common stock at the option of the
holder thereof, in whole or in part.

          "Default" means an event described in Article VII.
           -------                              -----------

          "Designated Lender" is defined in Section 12.1.2.
           -----------------                --------------

          "Documentation Agent" means Bank of America in its capacity as the
           -------------------
documentation agent for the Lenders pursuant to Article X, and not in its
                                                ---------
individual capacity as a Lender, and any successor Documentation Agent
appointed pursuant to Article X.
                      ---------

          "Environmental Laws" means any and all applicable federal, state,
           ------------------
local and foreign statutes, laws, judicial decisions, regulations, ordinances,
rules, judgments, orders, decrees, plans, injunctions, permits, concessions,
grants, franchises, licenses, agreements and other governmental restrictions
relating to (i) the protection of the environment, (ii) the effect of the
environment on human health, (iii) emissions, discharges or releases of
pollutants, contaminants, hazardous substances or wastes into surface water,
ground water or land, or (iv) the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of pollutants, contaminants,
hazardous substances or wastes or the clean-up or other remediation thereof.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
           -----
amended from time to time, and any rule or regulation issued thereunder.

          "Eurodollar Advance" means an Advance which, except as otherwise
           ------------------
provided in Section 2.12, bears interest at the applicable Eurodollar Rate.
            ------------

          "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for
           --------------------
the relevant Interest Period, the applicable London interbank offered Rate for
deposits in U.S. dollars appearing on Reuters Screen FRBD as of 1l:00 a.m.
(London time) two (2) Business Days prior to the first day of such Interest
Period, and having a maturity equal to such Interest Period, provided that, if
no such London interbank offered Rate is available to the Administrative Agent,
the applicable Eurodollar Base Rate for the relevant Interest Period shall
instead be the rate determined by the Administrative Agent to be the rate at
which Morgan Guaranty or one of its Affiliate banks offers to place deposits in
U.S. dollars with first-class banks in the London interbank market at
approximately 1l:00 a.m. (London time) two (2) Business Days prior to the first
day of such Interest Period, in the approximate amount of, and for a maturity
corresponding to, Morgan Guaranty's Pro Rata Share of the applicable Eurodollar
Loan and having a maturity equal to such Interest Period.

          "Eurodollar Loan" means a Loan which, except as otherwise provided in
           ---------------
Section 2.12, bears interest at the applicable Eurodollar Rate.
------------

          "Eurodollar Rate" means, with respect to a Eurodollar Advance for the
           ---------------
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar
Base Rate applicable to such Interest Period, divided by (b) one minus the
Reserve Requirement (expressed as a decimal) applicable to such Interest
Period, plus (ii) the Applicable Margin.

                                       6
<PAGE>

          "Excluded Taxes" means, in the case of each Lender or applicable
           --------------
Lending Installation and each Agent, taxes imposed on its overall net income,
and franchise taxes imposed on it, by (i) the jurisdiction under the laws of
which such Lender or Agent is incorporated or organized or any political
combination or subdivision or taxing authority thereof or (ii) the jurisdiction
in which such Agent's or Lender's principal executive office or such Lender's
applicable Lending Installation is located or in which, other than as a result
of the transaction evidenced by this Agreement, such Agent or Lender otherwise
is, or at any time was, engaged in business.

          "Exhibit" refers to an exhibit to this Agreement, unless another
           -------
document is specifically referenced.

          "Existing Credit Agreement" means that certain Credit Agreement dated
           -------------------------
as of November 15, 1989 among the Borrower, the lenders parties thereto, and
Bank One (formerly known as The First National Bank of Chicago) and Morgan
Guaranty, as co-agents thereunder, as the same has been amended, restated,
supplemented or otherwise modified from time to time.

          "Facility Fee" is defined in Section 2.6(a).
           ------------                --------------

          "Facility Termination Date" means November 10,2005 or any earlier date
           -------------------------
on which the Aggregate Commitment is reduced to zero or otherwise terminated
pursuant to the terms hereof.

          "Federal Funds Effective Rate" means, for any day, an interest rate
           ----------------------------
per annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (New
York time) on such day on such transactions received by the Administrative Agent
from three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

          "Financial Contract" of a Person means (i) any exchange-traded or
           ------------------
over-the-counter futures, forward, swap or option contract or (ii) any
agreements, devices or arrangements providing for payments related to
fluctuations of interest rates, exchange rates or forward rates, including
interest rate exchange agreements, forward currency exchange agreements,
interest rate cap or collar protection agreements, forward rate currency,
interest rate options puts or warrants.

          "Floating Rate" means, for any day, a rate per annum equal to the
           -------------
Alternate Base Rate for such day, changing when and as the Alternate Base Rate
changes.

          "Floating Rate Advance" means an Advance which, except as otherwise
           ---------------------
provided in Section 2.12, bears interest at the Floating Rate.
            ------------

          "Floating Rate Loan" means a Loan which, except as otherwise provided
           ------------------
in Section 2.12, bears interest at the Floating Rate.
   ------------

          "Foreign Pension Plan" means any employee pension benefit plan (as
           --------------------
 defined in Section 3(2) of ERISA) which (i) is maintained or contributed to for
 the benefit of employees of the

                                       7
<PAGE>

Borrower or any Subsidiary of the Borrower, (ii) is not covered by ERISA
pursuant to Section 4(b)(4) thereof and (iii) under applicable local law, is
required to be funded through a trust or other funding vehicle.

          "Granting Bank" is defined in Section 12.1.2.
           -------------                --------------

          "Indebtedness" of a Person means, without duplication, (a) the
           ------------
obligations of such Person (i) for borrowed money, (ii) under or with respect to
notes payable and drafts accepted which represent extensions of credit (whether
or not representing obligations for borrowed money) to such Person, (iii)
constituting reimbursement obligations with respect to letters of credit issued
for the account of such Person to support the Indebtedness for borrowed money of
any other Person or (iv) for the deferred purchase price of property or services
other than current accounts payable arising in the ordinary course of business
on terms customary in the trade, (b) the obligations of others, whether or not
assumed, secured by Liens on property of such Person or payable out of the
proceeds of or production from property now or hereafter owned or acquired by
such Person, (c) the Capitalized Lease Obligations of such Person, (d) the
obligations of such Person under guaranties by such Person of any Indebtedness
(other than obligations for borrowed money incurred to finance the purchase of
property leased to such Person pursuant to a Capitalized Lease of such Person)
of any other Person, (e) all Receivable Facility Attributed Indebtedness of such
Person, (f) all Off-Balance Sheet Liabilities of such Person, and (g) all
Convertible Preferred Stock; provided, that non-recourse debt of the Borrower or
                             --------
its Subsidiaries under the Cabin Bluff Loan and Guaranty Agreement in an amount
not to exceed $150,000,000 shall not constitute Off-Balance Sheet Liability of
the Borrower or its Subsidiaries.

          "Interest Period" means, with respect to a Eurodollar Advance, a
           ---------------
period of one, two, three or six months or such other period agreed to by the
Lenders and the Borrower, commencing on a Business Day selected by the Borrower
pursuant to this Agreement. Such Interest Period shall end on the day which
corresponds numerically to such date one, two, three or six months or such other
agreed upon date thereafter, provided, however, that if there is no such
numerically corresponding day in such next, second, third or sixth succeeding
month or such other succeeding date, such Interest Period shall end on the last
Business Day of such next, second, third or sixth succeeding month or such other
succeeding date. If an Interest Period would otherwise end on a day which is not
a Business Day, such Interest Period shall end on the next succeeding Business
Day, provided, however, that if said next succeeding Business Day falls in a new
calendar month, such Interest Period shall end on the immediately preceding
Business Day.

          "Lenders" means the lending institutions listed on the signature pages
           -------
of this Agreement and their respective successors and assigns. Unless otherwise
specified, the term "Lenders" includes Morgan Guaranty in its capacity as Swing
Line Lender.

          "Lending Installation" means, with respect to a Lender or the Agents,
           --------------------
the office, branch, subsidiary or affiliate of such Lender or Agent listed on
the signature pages hereof or on a Schedule or otherwise selected by such Lender
or Agent pursuant to Section 2.18.
                     ------------

                                       8
<PAGE>

          "Leverage Ratio" means, as of any date of calculation, the ratio of(i)
           --------------
Consolidated Total Debt outstanding on such date to (ii) Consolidated Total
Capitalization as of such date.

          "Lien" means any lien (statutory or other), mortgage, pledge,
           ----
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

          "Loan" means a Revolving Loan or a Swing Line Loan, as applicable.
           ----

          "Loan Documents" means this Agreement and any Notes issued pursuant to
           --------------
Section 2.14 (if requested).
------------

          "Material Adverse Effect" means a material adverse effect on (i) the
           -----------------------
ability of the Borrower or any of its Subsidiaries to perform its respective
obligations under the Loan Documents to which it is a party, or (ii) the
validity or enforceability of any of the Loan Documents or the rights or
remedies of the Agents or the Lenders thereunder.

          "Material Indebtedness" is defined in Section 7.5(y).
           ---------------------                --------------

          "Moody's" means Moody's Investors Service, Inc. and any successor
           -------
thereto.

          "Morgan Guaranty" means Morgan Guaranty Trust Company of New York, a
           ---------------
New York banking association, in its individual capacity, and its successors.

          "Multiemployer Plan" means a Plan maintained pursuant to a collective
           ------------------
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.

          "Non-U.S. Lender" is defined in Section 3.5(iv).
           ---------------                ---------------

          "Note" is defined in Section 2.14.
           ----                ------------

          "Obligations" means all Loans, advances, debts, liabilities,
           -----------
obligations, covenants and duties owing by the Borrower to any of the Agents,
any Lender, the Arranger, any affiliate of the Agents or any Lender, the
Arranger, or any indemnitee under the provisions of Section 9.6 or any other
                                                    -----------
provisions of the Loan Documents, in each case of any kind or nature, present or
future, arising under this Agreement or any other Loan Document, whether or not
evidenced by any note, guaranty or other instrument, whether or not for the
payment of money, whether arising by reason of an extension of credit, loan,
guaranty, indemnification, or in any other manner, whether direct or indirect
(including those acquired by assignment), absolute or contingent, due or to
become due, now existing or hereafter arising and however acquired. The term
includes, without limitation, all interest, charges, expenses, fees, attorneys'
fees and disbursements, paralegals' fees (in each case whether or not allowed),
and any other sum chargeable to the Borrower under this Agreement or any other
Loan Document.

                                       9
<PAGE>

          "Off-Balance Sheet Liability" of a Person means (i) Receivables
           ---------------------------
Facility Attributed Indebtedness and any repurchase obligation or liability of
such Person or any of its Subsidiaries with respect to Receivables or notes
receivable sold by such Person or any of its Subsidiaries (calculated to
include the unrecovered investment of purchasers or transferees of Receivables
or any other obligation of the Borrower or such transferor to
purchasers/transferees of interests in Receivables or notes receivable or the
agent for such purchasers/transferees), (ii) any liability under any sale and
leaseback transaction which is not a Capitalized Lease or (iii) any obligation
arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not constitute a
liability on the balance sheets of such Person, but excluding from this clause
                                                                        ------
(iii) Operating Leases.
-----

          "Operating Lease" of a Person means any lease of Property (other than
           ---------------
a Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of
the lessor) of one year or more.

          "Originator" means the Borrower and/or any of its Significant
           ----------
Subsidiaries in their respective capacities as parties to any Receivables
Purchase Documents, as sellers or transferors of any Receivables and Related
Security in connection with a Permitted Receivables Transfer.

          "Other Taxes" is defined in Section 3.5(ii).
           -----------                --------------

          "Outstanding; Credit Exposure" means, as to any Lender at any time,
           ----------------------------
the sum of(i) the aggregate principal amount of its Revolving Loans outstanding
at such time, plus (ii) an amount equal to its share of the obligations to
purchase participations in Swing Line Loans.

          "Participants" is defined in Section 12.2.1.
           ------------                --------------

          "Payment Date" means the last day of each March, June, September and
           ------------
December and the Facility Termination Date.

          "PBGC" means the Pension Benefit Guaranty Corporation, or any
           ----
successor thereto.

          "Permitted Receivables Transfer" means (i) a sale or other transfer by
           ------------------------------
an Originator to a SPV of Receivables and Related Security for fair market value
and without recourse (except for limited recourse typical of such structured
finance transactions), and/or (ii) a sale or other transfer by a SPV to (a)
purchasers of or other investors in such Receivables and Related Security or (b)
any other Person (including a SPV) in a transaction in which purchasers or other
investors purchase or are otherwise transferred such Receivables and Related
Security, in each case pursuant to and in accordance with the terms of the
Receivables Purchase Documents.

          "Person" means any natural person, corporation, firm, joint venture,
           ------
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

          "Plan" means an employee pension benefit plan (other than a
           ----
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412

                                       10
<PAGE>

of the Code as to which the Borrower or any member of the Controlled Group may
have any liability.

          "Pricing Schedule" means the Schedule identifying the Applicable
           ----------------
Margin and Applicable Facility Fee Rate attached hereto identified as such.

          "Prime Rate" means the per annum rate of interest publicly announced
           ----------
by Morgan Guaranty in New York City form time to time as its Prime Rate,
changing when and as said Prime Rate changes.

          "Priority Indebtedness" means, without duplication, any and all (i)
           ---------------------
Indebtedness of any Significant Subsidiary of the Borrower, (ii) Indebtedness of
the Borrower that is secured by any Lien and (iii) Receivables Facility
Attributed Indebtedness of the Borrower and its Subsidiaries; provided, that
                                                              --------
"Priority Indebtedness" shall not include, to the extent otherwise included as
Priority Indebtedness (x) Indebtedness permitted by Section 6.10(ii)(a) and (b),
                                                    ---------------------------
(y) secured Indebtedness of the Borrower or its Subsidiaries that is tax-exempt
or (z) Indebtedness of a Person assumed by the Borrower or its Subsidiaries in
connection with an Acquisition of such Person during the period from the
effective date of such Acquisition until the date that is two hundred seventy
(270) days thereafter (it being understood that the excluded items described in
the foregoing clauses (x), (y) and (z) shall constitute Indebtedness for the
              -----------  ---     ---
purposes of Sections 6.15 and 7.5 of this Agreement).
            ------------     ---

          "Property" of a Person means any and all property, whether real,
           --------
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

          "Pro Rata Share" means, with respect to a Lender, a portion equal to a
           --------------
fraction the numerator of which is such Lender's Commitment and the denominator
of which is the Aggregate Commitment or, if the Aggregate Commitment has been
terminated, a fraction the numerator of which is such Lender's Outstanding
Credit Exposure and the denominator of which is the sum of the aggregate
outstanding amount of all Revolving Loans plus the aggregate outstanding amount
of all Swing Line Loans.

          "Purchasers" is defined in Section 12.3.1.
           ----------                --------------

          "Receivables and Related Security" means the Receivables and the
           --------------------------------
related security and collections with respect thereto which are sold or
transferred by any Originator or SPV in connection with any Permitted
Receivables Transfer.

          "Receivables Facility Attributed Indebtedness" means the amount of
           --------------------------------------------
obligations outstanding under a receivables purchase facility on any date of
determination that would be characterized as principal if such facility were
structured as a secured lending transaction rather than as a purchase.

          "Receivables Purchase Documents" means any series of receivables
           ------------------------------
purchase or sale agreements generally consistent with terms contained in
comparable structured finance transactions pursuant to which an Originator or
Originators sell or transfer to SPVs all of their respective right, title and
interest in and to certain Receivables and Related Security for further

                                       11
<PAGE>

sale or transfer to other purchasers of or investors in such assets (and the
other documents, instruments and agreements executed in connection therewith),
as any such agreements may be amended, restated, supplemented or otherwise
modified from time to time, or any replacement or substitution therefor.

          "Receivables Purchase Financing" means any financing consisting of a
           ------------------------------
securitization facility made available to the Borrower, whereby the Receivables
and Related Security of the Originators are transferred to one or more SPVs,
and thereafter to certain investors, pursuant to the terms and conditions of
the Receivables Purchase Documents.

          "Regulation D" means Regulation D of the Board of Governors of the
           ------------
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

          "Regulation U" means Regulation U of the Board of Governors of the
           ------------
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.

          "Reportable Event" means a reportable event as defined in Section 4043
           ----------------
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within thirty
(30) days of the occurrence of such event,provided, however, that a failure to
meet the minimum funding standard of Section 412 of the Code and of Section 302
of ERISA shall be a Reportable Event regardless of the issuance of any such
waiver of the notice requirement in accordance with either Section 4043(a) of
ERISA or Section 412(d) of the Code.

          "Required Lenders" means Lenders in the aggregate having greater than
           ----------------
fifty percent (50%) of the Aggregate Commitment or, if the Aggregate Commitment
has been terminated, Lenders in the aggregate holding greater than fifty percent
(50%) of the Aggregate Outstanding Credit Exposure.

          "Reserve Requirement" means, with respect to an Interest Period, the
           -------------------
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on
"Eurocurrency liabilities" (as defined in Regulation D).

          "Revolving Loan" means, with respect to a Lender, such Lender's loan
           --------------
made pursuant to its commitment to lend set forth in Section 2.1 (or any
                                                     -----------
conversion or continuation thereof).

          "Risk Based Capital Guidelines" is defined in Section 3.2.
           -----------------------------                -----------

          "S&P" means Standard and Poor's Ratings Services, a division of The
           ---
McGraw-Hill Companies, Inc. and any successor thereto.

                                       12
<PAGE>

          "Schedule" refers to a specific schedule to this Agreement, unless
           --------
another document is specifically referenced.

          "Section" means a numbered section of this Agreement, unless another
           -------
document is specifically referenced.

          "Significant Subsidiary" means any Subsidiary which is a "significant
           ----------------------
subsidiary" of the Borrower as defined in Rule l-02 of Regulation S-X under the
Securities Exchange Act of 1934.

          "SPV" means any special purpose entity established for the purpose of
           ---
purchasing receivables in connection with a receivables securitization
transaction permitted under the terms of this Agreement.

          "Subsidiary" of a Person means (i) any corporation more than fifty
           ----------
percent (50%) of the outstanding securities having ordinary voting power of
which shall at the time be owned or controlled, directly or indirectly, by such
Person or by one or more of its Subsidiaries or by such Person and one or more
of its Subsidiaries, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization more than fifty
percent (50%) of the ownership interests having ordinary voting power of which
shall at the time be so owned or controlled. Unless otherwise expressly
provided, all references herein to a "Subsidiary" shall mean a Subsidiary of the
Borrower.

          "Swing Line Borrowing Notice" is defined in Section 2.2.2.
           ---------------------------                -------------

          "Swing Line Commitment" means the obligation of the Swing Line Lender
           ---------------------
to make Swing Line Loans up to a maximum principal amount of $25,000,000 at any
one time outstanding.

          "Swing Line Lender" means Morgan Guaranty or such other Lender which
           -----------------
may succeed to its rights and obligations as Swing Line Lender pursuant to the
terms of this Agreement.

          "Swing Line Loan" means a Loan made available to the Borrower by the
           ----------------
Swing Line Lender pursuant to Section 2.2.
                              -----------

          "Syndication Agent" means Bank One in its capacity as the syndication
           -----------------
agent for the Lenders pursuant to Article X, and not in its individual capacity
                                  ---------
as a Lender, and any successor Syndication Agent appointed pursuant to Article
                                                                       -------
X.
-

          "Taxes" means any and all present or future taxes, duties, levies,
           -----
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes.

          "364-Day Credit Agreement" means the 364-Day Credit Agreement dated as
           ------------------------
of the date hereof among the Borrower, the lenders from time to time party
thereto, Morgan Guaranty, as the administrative agent thereunder, Bank One, as
the syndication agent thereunder, and Bank of America, as the documentation
agent thereunder, as the same may be amended, restated, supplemented or
otherwise modified and as in effect from time to time.

                                       13
<PAGE>

          "Transferee" is defined in Section 12.4.
           ----------                ------------

          "Type" means, with respect to any Advance, its nature as a Floating
           ----
Rate Advance or a Eurodollar Advance.

          "Unfunded Liabilities" means the amount (if any) by which the present
           --------------------
value of all vested and unvested accrued benefits under all Plans exceeds the
fair market value of all such Plan assets allocable to such benefits, all
determined under and in accordance with Financial Accounting Standard Board
Statement 87.

          "Unmatured Default" means an event which but for the lapse of time or
           -----------------
the giving of notice, or both, would constitute a Default.

          "Utilization Fee" is defined in Section 2.6(b).
           ---------------                --------------

          "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of
           -----------------------
the outstanding voting securities of which (other than directors' qualifying
shares) shall at the time be owned or controlled, directly or indirectly, by
such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such
Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any
partnership, limited liability company, association, or similar business
organization 100% of the ownership interests having ordinary voting power of
which shall at the time be so owned or controlled.

          The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.

                                  ARTICLE II

                                  THE CREDITS
                                  -----------

          2.1.   Commitment. From and including the date of this Agreement and
                 ----------
prior to the Facility Termination Date, upon the satisfaction of the conditions
precedent set forth in Section 4.1 and 4.2, as applicable, each Lender severally
                       -----------     ---
agrees, on the terms and conditions set forth in this Agreement, to make
Revolving Loans to the Borrower from time to time in amounts not to exceed in
the aggregate at any one time outstanding its Pro Rata Share of the Available
Aggregate Commitment, provided that at no time shall the Aggregate Outstanding
Credit Exposure hereunder exceed the Aggregate Commitment. Subject to the terms
of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans
at any time prior to the Facility Termination Date. The Commitments to lend
hereunder shall expire automatically on the Facility Termination Date.

          2.2.   Swing Line Loans.
                 ----------------

          2.2.1. Amount of Swing Line Loans. Upon the satisfaction of the
                 --------------------------
conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to
                                  -----------
be made on the Closing Date, the satisfaction of the conditions precedent set
forth in Section 4.1 as well, from and including the date of this Agreement and
         -----------
prior to the Facility Termination Date, the Swing Line Lender agrees,

                                       14
<PAGE>

on the terms and conditions set forth in this Agreement, to make Swing Line
Loans, in U.S. dollars, to the Borrower from time to time in an aggregate
principal amount not to exceed the Swing Line Commitment, provided that the
Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate
Commitment, and provided further that at no time shall the sum of (i) the Swing
Line Lender's share of the obligations to participate in the Swing Line Loans,
plus (ii) the outstanding Revolving Loans made by the Swing Line Lender pursuant
to Section 2.1, exceed the Swing Line Lender's Commitment at such time. Subject
   -----------
to the terms of this Agreement, the Borrower may borrow, repay and reborrow
Swing Line Loans at any time prior to the Facility Termination Date.

          2.2.2. Borrowing Notice. The Borrower shall deliver to the
                 ----------------
Administrative Agent and the Swing Line Lender irrevocable notice (a "Swing Line
Borrowing Notice") not later than 2:00 p.m. (New York time) on the Borrowing
Date of each Swing Line Loan, specifying (i) the applicable Borrowing Date
(which date shall be a Business Day), and (ii) the aggregate amount of the
requested Swing Line Loan which shall be an amount not less than $5,000,000 and
integral multiples of $l,000,000 in excess thereof. The Swing Line Loans shall
bear interest at the applicable rate quoted by the Swing Line Lender and agreed
to by the Borrower.

          2.2.3. Making of Swing Line Loans. Promptly after receipt of a Swing
                 --------------------------
Line Borrowing Notice, the Administrative Agent shall notify each Lender by fax,
or other similar form of transmission, of the requested Swing Line Loan. Not
later than 2:00 p.m. (New York time) on the applicable Borrowing Date, the Swing
Line Lender shall make available the Swing Line Loan, in funds immediately
available in New York, to the Administrative Agent at its address specified
pursuant to Article XIII. The Administrative Agent will promptly make the funds
            ------------
so received from the Swing Line Lender available to the Borrower on the
Borrowing Date at the Administrative Agent's aforesaid address.

          2.2.4. Repayment of Swing Line Loans. Each Swing Line Loan shall be
                 -----------------------------
paid in full by the Borrower on or before the fifth (5th) Business Day after the
Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i)
may at any time in its sole discretion with respect to any outstanding Swing
Line Loan, or (ii) shall on the fifth (5th) Business Day after the Borrowing
Date of any Swing Line Loan, require each Lender (including the Swing Line
Lender) to make a Revolving Loan in the amount of such Lender's Pro Rata Share
of such Swing Line Loan (including, without limitation, any interest accrued and
unpaid thereon), for the purpose of repaying such Swing Line Loan. Not later
than noon (New York time) on the date of any notice received pursuant to this
Section 2.2.4, each Lender shall make available its required Revolving Loan, in
-------------
funds immediately available in New York to the Administrative Agent at its
address specified pursuant to Article XIII. Revolving Loans made pursuant to
                              ------------
this Section 2.2.4 shall initially be Floating Rate Loans and thereafter may be
     -------------
continued as Floating Rate Loans or converted into Eurodollar Loans in the
manner provided in Section 2.10 and subject to the other conditions and
                   ------------
limitations set forth in this Article II. Unless a Lender shall have notified
                              ----------
the Swing Line Lender, prior to its making any Swing Line Loan, that any
applicable condition precedent set forth in Sections 4.1 or 4.2 had not then
                                            ------------    ---
been satisfied, such Lender's obligation to make Revolving Loans pursuant to
this Section 2.2.4 to repay Swing Line Loans shall be unconditional, continuing,
     -------------
irrevocable and absolute and shall not be affected by any circumstances,
including, without limitation, (a) any set-off, counterclaim, recoupment,
defense

                                       15
<PAGE>

or other right which such Lender may have against any Agent, the Swing Line
Lender or any other Person, (b) the occurrence or continuance of a Default or
Unmatured Default, (c) any adverse change in the condition (financial or
otherwise) of the Borrower, or (d) any other circumstances, happening or event
whatsoever. In the event that any Lender fails to make payment to the
Administrative Agent of any amount due under this Section 2.2.4, the
                                                  -------------
Administrative Agent shall be entitled to receive, retain and apply against such
obligation the principal and interest otherwise payable to such Lender hereunder
until the Administrative Agent receives such payment from such Lender or such
obligation is otherwise fully satisfied. In the event that any Revolving Loan
cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under any
bankruptcy, insolvency or similar laws with respect to the Borrower), then each
Lender shall forthwith purchase (as of the date such borrowing would otherwise
have occurred) from the Swing Line Lender a participation interest in the
unreimbursed drawing in an amount equal to such Lender's Pro Rata Share of such
unreimbursed drawing. In addition to the foregoing, if for any reason any Lender
fails to make payment to the Administrative Agent of any amount due under this
Section 2.2.4, such Lender shall be deemed, at the option of the Administrative
-------------
Agent, to have unconditionally and irrevocably purchased from the Swing Line
Lender, without recourse or warranty, an undivided interest and participation in
the applicable Swing Line Loan in the amount of such Revolving Loan, and such
interest and participation may be recovered from such Lender together with
interest thereon at the Federal Funds Effective Rate for each day during the
period commencing on the date of demand and ending on the date such amount is
received. On the Facility Termination Date, the Borrower shall repay in full the
outstanding principal balance of the Swing Line Loans.

          2.3.   Required Payments; Termination. Any outstanding Advances and
                 ------------------------------
all other unpaid Obligations shall be paid in full by the Borrower on the
Facility Termination Date. Notwithstanding the termination of this Agreement on
the Facility Termination Date, until all of the Obligations (other than
contingent indemnity obligations) shall have been fully paid and satisfied, all
of the rights and remedies under this Agreement and the other Loan Documents
shall survive.

          2.4.   Ratable Loans. Each Advance hereunder (other than any Swing
                 -------------
Line Loan) shall consist of Revolving Loans made from the several Lenders
ratably in proportion to the ratio that their respective Commitments bear to the
Aggregate Commitment.

          2.5.   Types of Advances. The Advances may be Revolving Loans
                 -----------------
consisting of Floating Rate Advances or Eurodollar Advances, or a combination
thereof, selected by the Borrower in accordance with Sections 2.9 and 2.10, or
                                                     ------------     ----
Swing Line Loans selected by the Borrower in accordance with Section 2.2.
                                                             -----------

          2.6.   Facility Fee; Utilization Fee: Reductions in Aggregate
                 ------------------------------------------------------
Commitment.
----------

          (a)    Facility Fee. The Borrower agrees to pay to the Administrative
                 ------------
Agent for the account of each Lender a facility fee (the "Facility Fee") at a
per annum rate equal to the Applicable Facility Fee Rate on the average daily
amount of such Lender's Commitment (regardless of usage) from and including the
Closing Date to but excluding the date on which this

                                       16
<PAGE>

Agreement is terminated in full pursuant to Section 2.3, payable quarterly in
arrears on each Payment Date hereafter.

          (b)    Utilization Fee. If, on any date prior to the Conversion Date,
                 ---------------
the Combined Utilized Amount exceeds thirty-three percent (33%) of the Combined
Commitment then in effect on such date, the Borrower will pay to the
Administrative Agent for the ratable benefit of the Lenders a utilization fee
(the "Utilization Fee") at a per annum rate equal to 0.10% on the Combined
Utilized Amount as of such date, payable quarterly in arrears on each Payment
Date. If, on any date from and after the Conversion Date, the Aggregate
Outstanding Credit Exposure of all the Lenders hereunder exceeds thirty-three
percent (33%) of the Aggregate Commitment hereunder (which, after the
Commitments have been terminated, shall be based on the Aggregate Commitment
immediately prior to such termination) on such date, the Utilization Fee paid by
the Borrower to the Administrative Agent for the ratable benefit of the Lenders
shall equal 0.10% per annum on the Aggregate Outstanding Credit Exposure of all
Lenders hereunder, payable quarterly in arrears on each Payment Date. In each
case, to the extent such fee is applicable, the Utilization Fee shall be payable
until the date on which this Agreement is terminated in full pursuant to Section
                                                                         -------
2.3.
---

          (c)    Reductions in Aggregate Commitment. The Borrower may
                 ----------------------------------
permanently reduce the Aggregate Commitment in whole, or in part ratably among
the Lenders in integral multiples of $l0,000,000, upon at least three (3)
Business Days' written notice to the Administrative Agent, which notice shall
specify the amount of any such reduction, provided, however, that the amount of
the Aggregate Commitment may not be reduced below the aggregate principal amount
of the outstanding Advances. All accrued Facility Fees shall be payable on the
effective date of any termination of the obligations of the Lenders to make
Loans hereunder.

          2.7.   Minimum Amount of Each Advance. Each Eurodollar Advance shall
                 ------------------------------
be in the minimum amount of $10,000,000 (and in multiples of $1,000,000 if in
excess thereof), and each Floating Rate Advance shall be in the minimum amount
of $5,000,000 (and in multiples of $1,000,000 if in excess thereof), provided,
however, that any Floating Rate Advance may be in the amount of the unused
Aggregate Commitment.

          2.8.   Optional Principal Payments. The Borrower may from time to time
                 ---------------------------
pay, without penalty or premium, all outstanding Floating Rate Advances, or any
portion of the outstanding Floating Rate Advances in a minimum aggregate amount
of $5,000,000 or any integral multiple of $1,000,000 in excess thereof upon
prior notice to the Administrative Agent at or before noon (New York time) on
the date of such prepayment. The Borrower may from time to time pay, subject to
the payment of any funding indemnification amounts required by Section 3.4 but
                                                               -----------
without penalty or premium, all outstanding Eurodollar Advances, or, in a
minimum aggregate amount of $10,000,000 or any integral multiple of $1,000,000
in excess thereof, any portion of the outstanding Eurodollar Advances upon five
(5) Business Days' prior notice to the Administrative Agent. The Borrower may at
any time pay, without penalty or premium, all outstanding Swing Line Loans, or,
in a minimum amount of $5,000,000 and increments of $1,000,000 in excess
thereof, any portion of the outstanding Swing Line Loans, with notice to the
Administrative Agent and the Swing Line Lender by 2:00 p.m. (New York time) on
the date of repayment.

                                       17
<PAGE>

          2.9.   Method of Selecting Types and Interest Periods for New
                 ------------------------------------------------------
Advances. Other than with respect to Swing Line Loans (which shall be governed
--------
by Section 2.2), the Borrower shall select the Type of Advance and, in the case
   -----------
of each Eurodollar Advance, the Interest Period applicable thereto from time to
time. The Borrower shall give the Administrative Agent irrevocable notice (a
"Borrowing Notice") not later than 10:00 a.m. (New York time) on the Borrowing
Date of each Floating Rate Advance and three (3) Business Days before the
Borrowing Date for each Eurodollar Advance, specifying:

          (i)    the Borrowing Date, which shall be a Business Day, of such
                 Advance,

          (ii)   the aggregate amount of such Advance,

          (iii)  the Type of Advance selected, and

          (iv)   in the case of each Eurodollar Advance, the Interest Period
                 applicable thereto.

 Promptly after receipt of any Borrowing Notice, the Administrative Agent shall
 provide the Lenders with notice thereof. Not later than noon (New York time) on
 each Borrowing Date, each Lender shall make available its Revolving Loan or
 Revolving Loans in funds immediately available in New York to the
 Administrative Agent at its address specified pursuant to Article XIII. The
                                                           ------------
 Administrative Agent will make the funds so received from the Lenders available
 to the Borrower at the Administrative Agent's aforesaid address.

         2.10.   Conversion and Continuation of Outstanding Advances. Floating
                 ---------------------------------------------------
Rate Advances shall continue as Floating Rate Advances unless and until such
Floating Rate Advances are converted into Eurodollar Advances pursuant to this
Section 2.10 or are repaid in accordance with Section 2.8. Each Eurodollar
------------                                  -----------
Advance shall continue as a Eurodollar Advance until the end of the then
applicable Interest Period therefor, at which time such Eurodollar Advance shall
be automatically converted into a Floating Rate Advance unless (x) such
Eurodollar Advance is or was repaid in accordance with Section 2.8 or (y) the
                                                       -----------
Borrower shall have given the Administrative Agent a Conversion/Continuation
Notice (as defined below) requesting that, at the end of such Interest Period,
such Eurodollar Advance continue as a Eurodollar Advance for the same or another
Interest Period. Subject to the terms of Section 2.7, the Borrower may elect
                                         -----------
from time to time to convert all or any part of a Floating Rate Advance into a
Eurodollar Advance. The Borrower shall give the Administrative Agent irrevocable
notice (a "Conversion/Continuation Notice") of each conversion of a Floating
Rate Advance into a Eurodollar Advance or continuation of a Eurodollar Advance
not later than 10:00 a.m. (New York time) at least three (3) Business Days prior
to the date of the requested conversion or continuation, specifying:

          (i)    the requested date, which shall be a Business Day, of such
                 conversion or continuation,

          (ii)   the aggregate amount and Type of the Advance which is to be
                 converted or continued, and

                                       18

<PAGE>

          (iii)  the amount of such Advance which is to be converted into or
                 continued as a Eurodollar Advance and the duration of the
                 Interest Period applicable thereto.

 Promptly after receipt of any Conversion/Continuation Notice, the
 Administrative Agent shall provide the Lenders with notice thereof.

          2.11.  Changes in Interest Rate, etc. Each Floating Rate Advance shall
                 -----------------------------
 bear interest on the outstanding principal amount thereof, for each day from
 and including the date such Advance is made or is automatically converted from
 a Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.10, to
                                                               ------------
 but excluding the date it is paid or is converted into a Eurodollar Advance
 pursuant to Section 2.10 hereof, at a rate per annum equal to the Floating Rate
             ------------
 for such day. Each Swing Line Loan shall bear interest on the outstanding
 principal amount thereof, for each day from and including the day such Swing
 Line Loan is made to but excluding the date it is paid, at a rate per annum
 equal to the applicable rate quoted by the Swing Line Lender and agreed to by
 the Borrower. Changes in the rate of interest on that portion of any Advance
 maintained as a Floating Rate Advance will take effect simultaneously with each
 change in the Alternate Base Rate. Each Eurodollar Advance shall bear interest
 on the outstanding principal amount thereof from and including the first day of
 the Interest Period applicable thereto to (but not including) the last day of
 such Interest Period at the interest rate determined by the Administrative
 Agent as applicable to such Eurodollar Advance based upon the Borrower's
 selections under Sections 2.9 and 2.10 and otherwise in accordance with the
                  ------------     ----
 terms hereof. No Interest Period may end after the Facility Termination Date.

          2.12. Rates Applicable After Default. Notwithstanding anything to the
                ------------------------------
contrary contained in Section 2.9 or 2.10, during the continuance of a Default
                      -----------    ----
the Required Lenders may, at their option, by notice to the Borrower (which
notice may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 8.2 requiring unanimous consent of the Lenders to changes
             -----------
in interest rates), declare that no Advance may be made as, converted into or
continued as a Eurodollar Advance. During the continuance of a Default
(including the Borrower's failure to pay any Loan at maturity) the Required
Lenders may, at their option, by notice to the Borrower (which notice may be
revoked at the option of the Required Lenders notwithstanding any provision of
Section 8.2 requiring unanimous consent of the Lenders to changes in interest
-----------
rates), declare that any overdue portion of Advances, fees or any other
Obligations hereunder shall bear interest at the Floating Rate plus 2% per
annum, provided that, during the continuance of a Default under Section 7.6 or
                                                                -----------
7.7, such interest rate shall be applicable to all Advances, fees and other
---
Obligations hereunder without any election or action on the part of the
Administrative Agent or any Lender.

         2.13. Method of Payment. All payments of the Obligations hereunder
               -----------------
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Administrative Agent at the Administrative Agent's
address specified pursuant to Article XIII, or at any other Lending Installation
                              ------------
of the Administrative Agent specified in writing by the Administrative Agent to
the Borrower, by noon (New York time) on the date when due and shall (except
with respect to repayments of Swing Line Loans) be applied ratably by the
Administrative Agent among the Lenders. Each payment delivered to the
Administrative Agent for the account of any Lender shall be delivered promptly
by the Administrative Agent to such Lender in the same type

                                      19

<PAGE>

of funds that the Administrative Agent received at such Lender's address
specified pursuant to Article XIII or at any Lending Installation specified in a
                      ------------
notice received by the Administrative Agent from such Lender.

          2.14.  Noteless Agreement; Evidence of Indebtedness.
                 --------------------------------------------

          (i)    Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from each Loan made by such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender
from time to time hereunder.

          (ii)   The Administrative Agent shall also maintain accounts in which
it will record (a) the amount of each Loan made hereunder, the Type thereof and
the Interest Period with respect thereto, (b) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (c) the amount of any sum received by the Administrative
Agent hereunder from the Borrower and each Lender's share thereof.

          (iii)  The entries maintained in the accounts maintained pursuant to
clauses (i) and (ii) above shall be prima facie evidence of the existence and
-----------     ----
amounts of the Obligations therein recorded; provided, however, that the failure
of the Administrative Agent or any Lender to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Obligations in accordance with their terms.

          (iv)   Any Lender may request that its Loans be evidenced by a
promissory note or, in the case of the Swing Line Lender, promissory notes
representing its Revolving Loans and Swing Line Loans, respectively,
substantially in the form of Exhibit D, with appropriate changes for notes
                             ---------
evidencing Swing Line Loans (each a "Note"). In such event, the Borrower shall
prepare, execute and deliver to such Lender such Note or Notes payable to the
order of such Lender. Thereafter, the Loans evidenced by each such Note and
interest thereon shall at all times (including after any assignment pursuant to
Section 12.3) be represented by one or more Notes payable to the order of the
------------
payee named therein or any assignee pursuant to Section 12.3, except to the
                                                ------------
extent that any such Lender or assignee subsequently returns any such Note for
cancellation and requests that such Loans once again be evidenced as described
in clauses (i) and (ii) above.
   -----------     ---

          2.15.  Telephonic Notices. The Borrower hereby authorizes the Lenders
                 ------------------
and the Administrative Agent to extend, convert or continue Advances, effect
selections of Types of Advances and to transfer funds based on telephonic
notices made by any person or persons the Administrative Agent or any Lender in
good faith believes to be acting on behalf of the Borrower, it being understood
that the foregoing authorization is specifically intended to allow Borrowing
Notices and Conversion/Continuation Notices to be given telephonically. The
Borrower agrees to deliver promptly to the Administrative Agent a written
confirmation, if such confirmation is requested by the Administrative Agent or
any Lender, of each telephonic notice signed by an Authorized Officer. If the
written confirmation differs in any material respect from the action taken by
the Administrative Agent and the Lenders, the records of the Administrative
Agent and the Lenders shall govern absent manifest error.

                                      20

<PAGE>

          2.16. Interest Payment Dates; Interest and Fee Basis. Interest accrued
                ----------------------------------------------
on each Floating Rate Advance and Swing Line Loan shall be payable in arrears on
each Payment Date, commencing with the first such date to occur after the date
hereof, on any date on which the Floating Rate Advance or Swing Line Loan is
prepaid, whether due to acceleration or otherwise, and at maturity. Interest
accrued on that portion of the outstanding principal amount of any Floating Rate
Advance converted into a Eurodollar Advance on a day other than a Payment Date
shall be payable on the date of conversion. Interest accrued on each Eurodollar
Advance shall be payable on the last day of its applicable Interest Period, on
any date on which the Eurodollar Advance is prepaid, whether by acceleration or
otherwise, and at maturity. Interest accrued on each Eurodollar Advance having
an Interest Period longer than six months shall also be payable on the last day
of each three-month interval during such Interest Period or as otherwise agreed
upon by the Lenders and the Borrower. Interest on Eurodollar Advances, Swing
Line Loans, Facility Fees and Utilization Fees shall be calculated for actual
days elapsed on the basis of a 360-day year; interest on Floating Rate Advances
shall be calculated for actual days elapsed on the basis of a 365/366-day year.
Interest shall be payable for the day an Advance is made but not for the day of
any payment on the amount paid if payment is received prior to noon (New York
time) at the place of payment. If any payment of principal of or interest on an
Advance shall become due on a day which is not a Business Day, such payment
shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing
interest in connection with such payment.

          2.17. Notification of Advances, Interest Rates, Prepayments and
                ---------------------------------------------------------
Commitment Reductions. Promptly after receipt thereof, the Administrative Agent
---------------------
will notify each Lender of the contents of each Aggregate Commitment reduction
notice, Borrowing Notice, Swing Line Borrowing Notice, Conversion/Continuation
Notice, and repayment notice received by it hereunder. The Administrative Agent
will notify each Lender of the interest rate applicable to each Eurodollar
Advance promptly upon determination of such interest rate and will give each
Lender prompt notice of each change in the Alternate Base Rate.

          2.18. Lending Installations. Each Lender may book its Loans at any
                ---------------------
Lending Installation selected by such Lender and may change its Lending
Installation from time to time. All terms of this Agreement shall apply to any
such Lending Installation and the Loans and any Notes issued hereunder shall be
deemed held by each Lender for the benefit of any such Lending Installation.
Each Lender may, by written notice to the Administrative Agent and the Borrower
in accordance with Article XIII, designate replacement or additional Lending
                   ------------
Installations through which Loans will be made by it and for whose account Loan
payments are to be made.

          2.19. Non-Receipt of Funds by the Administrative Agent. Unless the
                ------------------------------------------------
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the date on which it is scheduled to make payment to the Administrative
Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case
of the Borrower, a payment of principal, interest or fees to the Administrative
Agent for the account of the Lenders, that it does not intend to make such
payment, the Administrative Agent may assume that such payment has been made.
The Administrative Agent may, but shall not be obligated to, make the amount of
such payment available to the intended recipient in reliance upon such
assumption. If such Lender or the Borrower, as the case may be, has not in fact
made such payment to the Administrative Agent,

                                       21
<PAGE>

the recipient of such payment shall, on demand by the Administrative Agent,
repay to the Administrative Agent the amount so made available together with
interest thereon in respect of each day during the period commencing on the date
such amount was so made available by the Administrative Agent until the date the
Administrative Agent recovers such amount at a rate per annum equal to (x) in
the case of payment by a Lender, the Federal Funds Effective Rate for such day
or (y) in the case of payment by the Borrower, the interest rate applicable to
the relevant Loan, including pursuant to Section 2.12.
                                         ------------

          2.20. Removal or Replacement of Lender. The Borrower shall have the
                --------------------------------
right, in its sole discretion, at any time and from time to time to terminate
the Commitment of any Lender (an "Affected Lender"), in whole, upon at least
thirty (30) days' prior notice to the Administrative Agent and such Lender, (a)
if such Lender has failed or refused to make available the full amount of any
Loans as required by its Commitment hereunder, (b) if such Lender has failed or
refused to consent to any amendment, waiver, supplement, restatement, discharge
or termination of any provision of this Agreement when requested by the Borrower
and approved by the Required Lenders prior to such amendment, waiver or
termination, (c) if such Lender has been merged or consolidated with, or
transferred all or substantially all of its assets to, or otherwise been
acquired by any other Person, (d) if such Lender's obligation to make or
continue, or convert Floating Rate Advances into, Eurodollar Advances has been
suspended pursuant to Section 3.3, or (e) for any other reason, with or without
                      -----------
cause, at any time after the second anniversary of the Closing Date; provided,
however that no such Commitment reduction shall (after giving effect to any
replacement of such Commitment as provided below) reduce the Aggregate
Commitment by more than fifteen percent (15%) thereof; provided further, that no
Default or Unmatured Default shall have occurred and be continuing at the time
of such reduction; and that, concurrently with such reduction, the Borrower
shall pay to such Affected Lender in same day funds on the day of such removal
or replacement (A) all interest, fees and other amounts then accrued but unpaid
to such Affected Lender by the Borrower hereunder to but excluding the date of
termination, including without limitation payments due to such Affected Lender
under Sections 3.1, 3.2 and 3.5, to the extent applicable, and (B) an amount, if
      ------------  ---     ---
any, equal to the payment which would have been due to such Lender on the day of
such replacement under Section 3.4 had the Loans of such Affected Lender been
                       -----------
prepaid on such date rather than sold to the replacement Lender.

                                  ARTICLE III

                            YIELD PROTECTION; TAXES
                            -----------------------

          3.1.  Yield Protection. If, on or after the date of this Agreement,
                ----------------
the adoption of any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law), or any change in the interpretation or administration thereof by any
applicable governmental or quasi-governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Lender or applicable Lending Installation with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency:

                                       22
<PAGE>

          (i)   subjects any Lender or any applicable Lending Installation to
                any Taxes, or changes the basis of taxation of payments (other
                than with respect to Excluded Taxes) to any Lender in respect of
                its Eurodollar Loans, or

          (ii)  imposes or increases or deems applicable any reserve,
                assessment, insurance charge, special deposit or similar
                requirement against assets of, deposits with or for the account
                of, or credit extended by, any Lender or any applicable Lending
                Installation (other than reserves and assessments taken into
                account in determining the interest rate applicable to
                Eurodollar Advances), or

          (iii) imposes any other condition the result of which is to increase
                the cost to any Lender or any applicable Lending Installation of
                making, funding or maintaining its Eurodollar Loans or reduces
                any amount receivable by any Lender or any applicable Lending
                Installation in connection with its Eurodollar Loans, or
                requires any Lender or any applicable Lending Installation to
                make any payment calculated by reference to the amount of
                Eurodollar Loans held or interest received by it, by an amount
                deemed material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation of making or maintaining its Eurodollar Loans or
Commitment or to reduce the return received by such Lender or applicable Lending
Installation in connection with such Eurodollar Loans or Commitment, then,
within fifteen (15) days of demand by such Lender, the Borrower shall pay such
Lender such additional amount or amounts as will compensate such Lender for such
increased cost or reduction in amount received.

          3.2.  Changes in Capital Adequacy Regulations. If a Lender determines
                ---------------------------------------
the amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporation controlling such Lender
is increased as a result of a Change, then, within fifteen (15) days of demand
by such Lender, the Borrower shall pay such Lender the amount necessary to
compensate for any shortfall in the rate of return on the portion of such
increased capital which such Lender determines is attributable to this
Agreement, its Loans or its Commitment to make Loans hereunder (after taking
into account such Lender's policies as to capital adequacy). "Change" means (i)
any change after the date of this Agreement in the Risk-Based Capital Guidelines
or (ii) any adoption of or change in any other law, governmental or quasi-
governmental rule, regulation, policy, guideline, interpretation, or directive
(whether or not having the force of law) after the date of this Agreement which
affects the amount of capital required or expected to be maintained by any
Lender or any Lending Installation or any corporation controlling any Lender.
"Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in
effect in the United States on the date of this Agreement, including transition
rules, and (ii) the corresponding capital regulations promulgated by regulatory
authorities outside the United States implementing the July 1988 report of the
Basle Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital Standards,"
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.

                                       23
<PAGE>

          3.3.  Availability of Types of Advances. If any Lender determines that
                ---------------------------------
maintenance of its Eurodollar Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders determine that (i) deposits
of a type and maturity appropriate to match fund Eurodollar Advances are not
available or (ii) the interest rate applicable to Eurodollar Advances does not
accurately reflect the cost of making or maintaining Eurodollar Advances, then
the Administrative Agent shall suspend the availability of Eurodollar Advances
and require any affected Eurodollar Advances to be repaid or converted to
Floating Rate Advances, subject to the payment of any funding indemnification
amounts required by Section 3.4.
                    -----------

          3.4.  Funding Indemnification. If any payment of a Eurodollar Advance
                -----------------------
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a Eurodollar
Advance is not made on the date specified by the Borrower for any reason other
than default by the Lenders, the Borrower will indemnify each Lender for any
loss or cost incurred by it resulting therefrom, including, without limitation,
any loss or cost in liquidating or employing deposits acquired to fund or
maintain such Eurodollar Advance but excluding in any event loss of anticipated
profits.

          3.5.  Taxes
                -----

          (i)   All payments by the Borrower to or for the account of any Lender
or Agent hereunder or under any Note shall be made free and clear of and without
deduction for any and all Taxes. If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder to any Lender
or Agent, (a) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section 3.5) such Lender or Agent (as the case may be)
                        -----------
receives an amount equal to the sum it would have received had no such
deductions been made, (b) the Borrower shall make such deductions, (c) the
Borrower shall pay the full amount deducted to the relevant authority in
accordance with applicable law and (d) the Borrower shall furnish to the
Administrative Agent the original copy of a receipt evidencing payment thereof
within thirty (30) days after such payment is made.

          (ii)  In addition, the Borrower hereby agrees to pay any present or
future stamp or documentary taxes and any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
any Note or from the execution or delivery of, or otherwise with respect to,
this Agreement or any Note ("Other Taxes").

          (iii) The Borrower hereby agrees to indemnify the Agents and each
 Lender for the full amount of Taxes or Other Taxes (including, without
 limitation, any Taxes or Other Taxes imposed on amounts payable under this
 Section 3.5) paid by the Agents or such Lender and any liability (including
 -----------
 penalties, interest and expenses) arising therefrom or with respect thereto.
 Payments due under this indemnification shall be made within thirty (30) days
 of the date the Agents or such Lender makes demand therefor pursuant to Section
                                                                         -------
 3.6.
 ---
          (iv)  Each Lender that is not incorporated under the laws of the
United States of America or a state thereof (each a "Non-U.S. Lender") agrees
that it will, not more than ten (10) Business Days after the date of this
Agreement or the date on which it becomes a Lender

                                       24
<PAGE>

hereunder, deliver to each of the Borrower and the Administrative Agent a United
States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it
is entitled to an exemption from United States backup withholding tax. Each Non-
U.S. Lender further undertakes to deliver to each of the Borrower and the
Administrative Agent (x) renewals or additional copies of such form (or any
successor form) on or before the date that such form expires or becomes
obsolete, and (y) after the occurrence of any event requiring a change in the
most recent forms so delivered by it, such additional forms or amendments
thereto as may be reasonably requested by the Borrower or the Administrative
Agent. All forms or amendments described in the preceding sentence shall certify
that such Lender is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes, unless an
event (including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form or amendment with
respect to it and such Lender advises the Borrower and the Administrative Agent
that it is not capable of receiving payments without any deduction or
withholding of United States federal income tax.

          (v)   For any period during which a Non-U.S. Lender has failed to
provide the Borrower with an appropriate form pursuant to clause (iv), above
                                                          -----------
(unless such failure is due to a change in treaty, law or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, occurring subsequent to the date on which a form originally was
required to be provided), such Non-U.S. Lender shall not be entitled to
indemnification under this Section 3.5 with respect to Taxes imposed by the
                           -----------
United States; provided that, should a Non-U.S. Lender which is otherwise exempt
from or subject to a reduced rate of withholding tax become subject to Taxes
because of its failure to deliver a form required under clause (iv), above, the
                                                        -----------
Borrower shall take such steps as such Non-U.S. Lender shall reasonably request
to assist such Non-U.S. Lender to recover such Taxes.

          (vi)  Any Lender that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate.

          (vii) If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Administrative Agent did not properly withhold
tax from amounts paid to or for the account of any Lender (because the
appropriate form was not delivered or properly completed, because such Lender
failed to notify the Administrative Agent of a change in circumstances which
rendered its exemption from withholding ineffective, or for any other reason),
such Lender shall indemnify the Administrative Agent fully for all amounts paid,
directly or indirectly, by the Administrative Agent as tax, withholding
therefor, or otherwise, including penalties and interest, and including taxes
imposed by any jurisdiction on amounts payable to the Administrative Agent under
this subsection, together with all costs and expenses related thereto (including
attorneys fees and time charges of attorneys for the Administrative Agent, which
attorneys may be employees of the

                                       25
<PAGE>

Administrative Agent). The obligations of the Lenders under this Section
                                                                 -------
3.5(vii) shall survive the payment of the Obligations and termination of this
--------
Agreement.

          3.6.  Lender Statements; Survival of Indemnity. To the extent
                -----------------------------------------
reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its Eurodollar Loans to reduce any liability of the
Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the
                              ------------  ---     ---
unavailability of Eurodollar Advances under Section 3.3, so long as such
                                            -----------
designation is not, in the judgment of such Lender, disadvantageous to such
Lender. Each Lender shall deliver a written statement of such Lender to the
Borrower (with a copy to the Administrative Agent) as to the amount due, if any,
under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in
      ------------ ---- ---    ---
reasonable detail the calculations upon which such Lender determined such amount
and shall be final, conclusive and binding on the Borrower in the absence of
manifest error. Determination of amounts payable under such Sections in
connection with a Eurodollar Loan shall be calculated as though each Lender
funded its Eurodollar Loan through the purchase of a deposit of the type and
maturity corresponding to the deposit used as a reference in determining the
Eurodollar Rate applicable to such Loan, whether in fact that is the case or
not. Unless otherwise provided herein, the amount specified in the written
statement of any Lender shall be payable on demand after receipt by the Borrower
of such written statement. The obligations of the Borrower under Sections 3.1,
                                                                 ------------
3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of
---  ---     ---
this Agreement.

                                  ARTICLE IV

                             CONDITIONS PRECEDENT
                             --------------------

          4.1.  Closing. The Lenders shall not be required to make Advances
                -------
hereunder and their respective Commitments shall not be effective unless (a) the
representations and warranties contained in Article V (including, without
                                            ---------
limitation, Sections 5.5, 5.7 and 5.8) are true and correct as of the Closing
            ------------  ---     ---
Date and (b) the Borrower has furnished to the Agents:

          (i)   Copies of the articles or certificate of incorporation of the
                Borrower, together with all amendments thereto, and a
                certificate of good standing, each certified by the appropriate
                governmental officer in its jurisdiction of incorporation.

          (ii)  Copies, certified by the Secretary or Assistant Secretary of the
                Borrower, of its by-laws and of its Board of Directors'
                resolutions and of resolutions or actions of any other body
                authorizing the execution of the Loan Documents to which it is a
                party.

          (iii) An incumbency certificate, executed by the Secretary or
                Assistant Secretary of the Borrower, which shall identify by
                name and title and bear the signatures of the Authorized
                Officers and any other officers of the Borrower authorized to
                sign the Loan Documents to which it is a party and to request
                Loans hereunder, upon which certificate the Agents and the
                Lenders shall be entitled to rely until informed of any change
                in writing by the Borrower.

                                       26
<PAGE>

          (iv)  An opening compliance certificate in substantially the form of
                Exhibit B, signed by the vice president-finance, chief financial
                officer or treasurer of the Borrower, showing the calculations
                necessary to determine compliance with this Agreement as of the
                end of the immediately preceding fiscal quarter and stating that
                on the Closing Date no Default or Unmatured Default has occurred
                and is continuing.

          (v)   A written opinion of the Borrower's general or associate general
                counsel, in form and substance satisfactory to the Agents and
                addressed to the Lenders in substantially the form of Exhibit A.
                                                                      ---------

          (vi)  Any Notes requested by a Lender pursuant to Section 2.14 payable
                                                            ------------
                to the order of each such requesting Lender.

          (vii) Evidence satisfactory to the Agents that the Existing Credit
                Agreement shall have been or shall on the Closing be terminated
                (except for those provisions that expressly survive the
                termination thereof) and all loans outstanding and other amounts
                owed to the lenders or agents thereunder shall have been or
                shall on the Closing Date be paid in full.

         (viii) Such other documents as any Lender or its counsel may have
                reasonably requested including, without limitation, the 364-Day
                Credit Agreement and each other document identified on the List
                of Closing Documents attached hereto as Exhibit E.
                                                        ---------

          4.2.  Each Advance. The Lenders shall not (except as otherwise set
                ------------
forth in Section 2.2.4 with respect to Revolving Loans for the purpose of
         -------------
repaying Swing Line Loans) be required to make any Advance unless on the
applicable Borrowing Date:

          (i)   There exists no Default or Unmatured Default.

          (ii)  The representations and warranties contained in Article V (other
                                                                ---------
                than with respect to the representations and warranties
                contained in Sections 5.5, 5.7 and 5.8, which shall only be made
                             ------------- ---     ---
                as of the Closing Date) are true and correct as of such
                                        ---
                Borrowing Date except to the extent any such representation or
                warranty is stated to relate solely to an earlier date, in which
                case such representation or warranty shall have been true and
                correct on and as of such earlier date.

          Each Borrowing Notice or Swing Line Borrowing Notice, as the case may
be, with respect to each such Advance shall constitute a representation and
warranty by the Borrower that the conditions contained in Section 4.2(i) and
                                                          --------------
(ii) have been satisfied.
----

                                   ARTICLE V

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

          The Borrower represents and warrants as follows to each Lender and the
Agents as of the Closing Date, on the date of the initial Loans hereunder (if
different from the Closing Date) and

                                       27
<PAGE>

thereafter on each date as required by Section 4.2 (other than with respect to
                                       -----------
the representations and warranties contained in Sections 5.5, 5.7 and 5.8, which
                                                ------------- ---     ---
shall only be made as of the Closing Date):

          5.1.  Existence and Standing. The Borrower and each of its Significant
                ----------------------
Subsidiaries is a corporation, partnership or limited liability company duly and
properly incorporated or organized, as the case may be, validly existing and (to
the extent such concept applies to such entity) in good standing under the laws
of its jurisdiction of incorporation or organization and has all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted unless the failure to so qualify could not reasonably be expected to
have a Material Adverse Effect.

          5.2.  Authorization and Validity. The Borrower has the power and
                --------------------------
authority and legal right to execute and deliver the Loan Documents to which it
is a party and to perform its obligations thereunder. The execution and delivery
by the Borrower of the Loan Documents to which it is a party and the performance
of its obligations thereunder have been duly authorized by proper corporate
proceedings, and the Loan Documents to which the Borrower is a party constitute
legal, valid and binding obligations of the Borrower enforceable against it in
accordance with their terms, except as enforceability may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally.

          5.3.  No Conflict; Government Consent. Neither the execution and
                -------------------------------
delivery by the Borrower or any of its Significant Subsidiaries of the Loan
Documents, nor the consummation of the transactions therein contemplated, nor
compliance with the provisions thereof will violate (i) any law, rule,
regulation, order, writ, judgment, injunction, decree or award binding on the
Borrower or any of its Significant Subsidiaries or (ii) the Borrower's or any
Subsidiary's articles or certificate of incorporation, partnership agreement,
certificate of partnership, articles or certificate of organization, by-laws, or
operating or other management agreement, as the case may be, or (iii) the
provisions of any indenture, instrument or agreement to which the Borrower or
any of its Significant Subsidiaries is a party or is subject, or by which it, or
its Property, is bound, or conflict with or constitute a default thereunder, or
result in, or require, the creation or imposition of any Lien in, of or on the
Property of the Borrower or a Subsidiary pursuant to the terms of any such
indenture, instrument or agreement. No order, consent, adjudication, approval,
license, authorization, or validation of, or filing, recording or registration
with, or exemption by, or other action in respect of any governmental or public
body or authority, or any subdivision thereof, which has not been obtained by
the Borrower or any of its Significant Subsidiaries, is required to be obtained
by the Borrower or any of its Significant Subsidiaries in connection with the
execution and delivery of the Loan Documents, the borrowings under this
Agreement, the payment and performance by the Borrower of the Obligations or the
legality, validity, binding effect or enforceability of any of the Loan
Documents.

          5.4.  Financial Statements. Except as publicly disclosed on or prior
                --------------------
to the date hereof, the December 31, 1999 consolidated financial statements of
the Borrower and its Subsidiaries heretofore delivered to the Arranger and the
Lenders, copies of which are attached hereto as Schedule 5.4, were prepared in
                                                ------------
accordance with generally accepted accounting principles in effect on the date
such statements were prepared and fairly present, the consolidated financial

                                       28
<PAGE>

condition and operations of the Borrower and its Subsidiaries at such date and
the consolidated results of their operations and cash flows for the fiscal year
then ended.

          5.5.  Material Adverse Change. Except as publicly disclosed on or
                -----------------------
prior to the date hereof, since December 31, 1999 and up to the Closing Date
there has been no change in the business, Property, condition (financial or
otherwise) or results of operations of the Borrower and its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect.

          5.6.  Taxes. The Borrower and its Subsidiaries have filed all United
                -----
States federal tax returns and all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Borrower or any of its Significant Subsidiaries,
except such taxes, if any, as are being contested in good faith and as to which
adequate reserves have been provided in accordance with Agreement Accounting
Principles or where it would not have a Material Adverse Effect. The United
States income tax returns of the Borrower and its Significant Subsidiaries as of
December 31, 1995 have been audited by the Internal Revenue Service through the
fiscal year ended December 31, 1995. No tax liens have been filed and no claims
are being asserted with respect to any such taxes. The charges, accruals and
reserves on the books of the Borrower and its Subsidiaries in respect of any
taxes or other governmental charges are adequate.

          5.7.  Litigation and Contingent Obligations. There is no litigation,
                -------------------------------------
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of their officers, threatened against or affecting the
Borrower or any of its Significant Subsidiaries which has not been disclosed in
the Borrower's Annual Report on Form 1O-K dated December 31, 1999 or the
Borrower's Quarterly Report on Form 10-Q dated July 2, 2000, copies of which are
attached hereto as Schedule 5.7, which could reasonably be expected to have a
                   ------------
Material Adverse Effect or which seeks to prevent, enjoin or delay the making of
any Loans. Other than any liability incident to any litigation, arbitration or
proceeding which could not reasonably be expected to have a Material Adverse
Effect, neither the Borrower nor any of its Significant Subsidiaries have any
material contingent obligations not provided for or disclosed in the financial
statements referred to in Section 5.4.
                          -----------

          5.8.  Accuracy of Information. No information, schedule, exhibit or
                -----------------------
report furnished by the Borrower or any of its Significant Subsidiaries in
writing to the Arranger, any Agent or Lender (including, without limitation, the
September 2000 Confidential Information Memorandum entitled "The Mead
Corporation $600,000,000 Senior Unsecured Credit Facilities") in connection with
the negotiation of, or compliance with, the Loan Documents, when taken as a
whole, contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading.

          5.9.  Regulation U. Margin stock (as defined in Regulation U)
                ------------
constitutes less than twenty-five (25%) of the value of those assets of the
Borrower and its Subsidiaries which are subject to any limitation on sale,
pledge, or other restriction hereunder.

          5.10. Material Agreements. Neither the Borrower nor any Significant
                -------------------
Subsidiary is a party to any agreement or instrument or subject to any charter
or other corporate restriction which could reasonably be expected to have a
Material Adverse Effect.

                                       29
<PAGE>

          5.11. Compliance With Laws. The Borrower and its Significant
                --------------------
Subsidiaries have complied with all applicable statutes, rules, regulations,
orders and restrictions of any domestic or foreign government or any
instrumentality or agency thereof having jurisdiction over the conduct of their
respective businesses or the ownership of their respective Property, except for
any failure to comply with any of the foregoing which could not reasonably be
expected to have a Material Adverse Effect.

          5.12. ERISA; Foreign Pension Matters. (a) Each Plan and each Foreign
                ------------------------------
Pension Plan complies in all material respects with all applicable requirements
of law and regulations, (b) there are no Unfunded Liabilities in respect of the
Plans, (c) the present value of the aggregate unfunded liabilities to provide
the accrued benefits under all Foreign Pension Plans does not exceed the fair
market value of the assets held in trust or other funding vehicles for accrued
benefits under all Foreign Pension Plans, (d) no Reportable Event has occurred
with respect to any Plan, (e) neither the Borrower nor any other member of the
Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to
do so, and (f) no steps have been taken to terminate any Plan, other than such
non-compliance, unfunded liabilities, Reportable Events, withdrawals, and
terminations which, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

          5.13. Plan Assets; Prohibited Transactions. The Borrower is an
                ------------------------------------
"operating company" within the meaning of 29 C.F.R. (S) 2510.3-101 and neither
the execution of this Agreement nor the making of Loans hereunder gives rise to
a prohibited transaction within the meaning of Section 406 of ERISA or Section
4975 of the Code.

          5.14. Environmental Matters. In the ordinary course of its business,
                ---------------------
the officers of the Borrower consider the effect of Environmental Laws on the
business of the Borrower and its Significant Subsidiaries, in the course of
which they identify and evaluate potential risks and liabilities accruing to the
Borrower and its Subsidiaries due to Environmental Laws. On the basis of this
consideration, the Borrower has concluded that Environmental Laws cannot
reasonably be expected to have a Material Adverse Effect. Except as publicly
disclosed on or prior to the date hereof, neither the Borrower nor any
Subsidiary has received any notice to the effect that its operations are not in
compliance with any of the requirements of applicable Environmental Laws or are
the subject of any federal or state investigation evaluating whether any
remedial action is needed to respond to a release of any toxic or hazardous
waste or substance into the environment, which non-compliance or remedial action
could reasonably be expected to have a Material Adverse Effect.

          5.15. Investment Company Act. Neither the Borrower nor any
                ----------------------
Subsidiary is an "investment company" or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

          5.16. Public Utility Holding Company Act. Neither the Borrower nor any
                ----------------------------------
Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

                                       30
<PAGE>

         5.17. Insurance. The Property of the Borrower and its Significant
               ---------
Subsidiaries is insured with financially sound and reputable insurance companies
not Affiliates of the Borrower, in such amounts, with such deductibles and
covering such risks as is consistent with sound business practice.

                                  ARTICLE VI

                                   COVENANTS
                                   ---------

         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

         6.1.  Financial Reporting. The Borrower will maintain, for itself and
               -------------------
each Subsidiary, a system of accounting established and administered in
accordance with generally accepted accounting principles, and furnish to the
Lenders:

         (i)   Within one hundred twenty (120) days after the close of each of
               its fiscal years, an audit report certified by independent
               certified public accountants acceptable to the Lenders, prepared
               in accordance with Agreement Accounting Principles on a
               consolidated basis for itself and its Subsidiaries, including a
               balance sheet as of the end of such period, related statements of
               income, shareholders' equity and cash flows and unqualified as to
               the Borrower's status as a going concern.

         (ii)  Within sixty (60) days after the close of the first three (3)
               quarterly periods of each of its fiscal years, for itself and its
               Subsidiaries, a consolidated unaudited balance sheet as at the
               close of each such period and consolidated statements of income,
               shareholders' equity and cash flows for the period from the
               beginning of such fiscal year to the end of such quarter, all
               certified by its vice president-finance, chief financial officer,
               chief accounting officer or treasurer.

         (iii) Together with the financial statements required under Sections
                                                                     --------
               6.1(i) and (ii), a compliance certificate in substantially the
               ------     ----
               form of Exhibit B signed by its vice president-finance, chief
                       ---------
               financial officer, chief accounting officer or treasurer showing
               the calculations necessary to determine compliance with this
               Agreement, indicating the Borrower's then current rating by S&P
               and Moody's and stating that no Default or Unmatured Default
               exists, or if any Default or Unmatured Default exists, stating
               the nature and status thereof.

         (iv)  As soon as possible and in any event within thirty (30) days
               after the Borrower knows that any Reportable Event has occurred
               with respect to any Plan, a statement, signed by the vice
               president-finance, chief financial officer or treasurer of the
               Borrower, describing said Reportable Event or material unfunded
               liability and the action which the Borrower proposes to take with
               respect thereto.

         (v)   As soon as possible and in any event within thirty (30) days
               after receipt by the Borrower, a copy of (a) any notice or claim
               to the effect that the Borrower or any of its Significant
               Subsidiaries is or may be liable to any Person as a result of the



                                       31
<PAGE>

                 release by the Borrower, any of its Significant Subsidiaries,
                 or any other Person of any toxic or hazardous waste or
                 substance into the environment, and (b) any notice alleging any
                 violation of any federal, state or local environmental, health
                 or safety law or regulation by the Borrower or any of its
                 Significant Subsidiaries, which, in either case, could
                 reasonably be expected to have a Material Adverse Effect.

          (vi)   Promptly upon the furnishing thereof to the shareholders of the
                 Borrower, copies of all financial statements, reports and proxy
                 statements so furnished.

          (vii)  Promptly upon the filing thereof, copies of all registration
                 statements or other regular reports not otherwise provided
                 pursuant to this Section 6.1 which the Borrower or any of its
                                  -----------
                 Significant Subsidiaries files with the Securities and Exchange
                 Commission.

          (viii) Prior to the execution thereof, draft copies of the Receivables
                 Purchase Documents and, promptly after execution thereof,
                 copies of all material amendments thereto.

          (ix)   Such other information (including non-financial information) as
                 any Agent or Lender may from time to time reasonably request.

          6.2.   Use of Proceeds. The Borrower will, and will cause each
                 ---------------
Significant Subsidiary to, use the proceeds of the Advances for general
corporate purposes; provided, that in no event shall the proceeds of the
                    --------
Advances be used by the Borrower or any Significant Subsidiary to consummate
acquisitions on a hostile basis. The Borrower shall use the proceeds of Advances
in compliance with all applicable legal and regulatory requirements and any such
use shall not result in a violation of any such requirements, including, without
limitation, Regulation U, the Securities Act of 1933 and the Securities Exchange
Act of 1934 and the regulations promulgated thereunder.

          6.3.   Notice of Default. The Borrower will, and will cause each
                 -----------------
Significant Subsidiary to, give prompt notice in writing to the Lenders of the
occurrence of any Default or Unmatured Default and of any other development,
financial or otherwise, which could reasonably be expected to have a Material
Adverse Effect.

          6.4.   Conduct of Business. The Borrower will, and will cause each
                 -------------------
Significant Subsidiary to, carry on and conduct its business in a manner
appropriate for market conditions and, except as otherwise permitted by Section
                                                                        -------
6.11, do all things necessary to remain duly incorporated or organized, validly
----
existing and (to the extent such concept applies to such entity) in good
standing as a corporation, partnership or limited liability company in its
jurisdiction of incorporation or organization, as the case may be, and maintain
all requisite authority to conduct its business in each jurisdiction in which
its business is conducted, except to the extent that a failure to do so could
not reasonably be expected to have a Material Adverse Effect.

          6.5.   Taxes. The Borrower will, and will cause each Significant
                 -----
Subsidiary to, file on a timely basis complete and correct United States federal
and applicable foreign, state and local tax

                                       32
<PAGE>

returns required by law and pay when due all taxes, assessments and governmental
charges and levies upon it or its income, profits or Property, except those
which are being contested in good faith by appropriate proceedings and with
respect to which adequate reserves have been set aside in accordance with
Agreement Accounting Principles, except to the extent that a failure to do so
could not reasonably be expected to have a Material Adverse Effect.

     6.6.  Insurance. The Borrower will, and will cause each Significant
           ---------
Subsidiary to, maintain insurance policies and programs on their Property in
such amounts and covering such risks as is consistent with sound business
practice, and the Borrower will furnish to any Lender upon request full
information as to the insurance carried.

     6.7.  Compliance with Laws. The Borrower will, and will cause each
           --------------------
Significant Subsidiary to, comply in all material respects with all laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which
it may be subject including, without limitation, all Environmental Laws, except
to the extent that a failure to do so could not reasonably be expected to have a
Material Adverse Effect.

     6.8.  Maintenance of Properties. The Borrower will, and will cause each
           -------------------------
Significant Subsidiary to, do all things necessary to maintain, preserve,
protect and keep its Property in good repair, working order and condition, and
make all necessary and proper repairs, renewals and replacements so that its
business carried on in connection therewith may be properly conducted at all
times, except to the extent that a failure to do so could not reasonably be
expected to have a Material Adverse Effect.

     6.9.  Inspection; Keeping of Books and Records. The Borrower will, and will
           ----------------------------------------
cause each Significant Subsidiary to, permit the Agents and the Lenders, by
their respective representatives and agents, to inspect any of the Property,
books and financial records of the Borrower and each Subsidiary, to examine and
make copies of the books of accounts and other financial records of the Borrower
and each Significant Subsidiary, and to discuss the affairs, finances and
accounts of the Borrower and each Significant Subsidiary with, and to be advised
as to the same by, their respective officers at such reasonable times and
intervals as any Agent or Lender may designate. The Borrower shall keep and
maintain, and cause each of its Significant Subsidiaries to keep and maintain,
in all material respects, proper books of record and account in which entries in
conformity with Agreement Accounting Principles shall be made of all dealings
and transactions in relation to their respective businesses and activities. If a
Default has occurred and is continuing, the Borrower, upon the Administrative
Agent's request, shall turn over copies of any such records to the
Administrative Agent or its representatives.

     6.10. Indebtedness.
           ------------

     (i)   Priority Indebtedness. The Borrower will not, nor will it permit any
           ---------------------
Significant Subsidiary to, create, incur or suffer to exist any Priority
Indebtedness unless, at the time of the creation, incurrence or assumption of
such Priority Indebtedness and after giving effect thereto, the aggregate amount
of all such Priority Indebtedness does not exceed an amount equal to thirty
percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries
at such time.

                                       33
<PAGE>

     (ii)  Additional Limitations on Subsidiary Indebtedness. The Borrower will
           -------------------------------------------------
not permit any Significant Subsidiary to create, incur or suffer to exist any
Indebtedness, except:

     (a)   Indebtedness existing on the date hereof and extensions, renewals or
           refinancings thereof.

     (b)   Indebtedness owed to the Borrower or any other Subsidiary.

     (c)   Other Indebtedness to the extent that the amount of such Indebtedness
           does not at any time exceed an amount which would cause a Default or
           Unmatured Default to occur or be continuing hereunder, including,
           without limitation, under Sections 6.10(i) and 6.15.
                                     ----------------     ----

     (iii) Additional Limitations on Borrower Indebtedness. The Borrower will
           -----------------------------------------------
not create, incur or suffer to exist any Indebtedness except to the extent that
the amount of such Indebtedness does not at any time exceed an amount which
would cause a Default or Unmatured Default to occur or be continuing hereunder,
including, without limitation, Sections 6.10(i) and 6.15.
                               ----------------     ----

     6.11. Merger. The Borrower will not merge or consolidate with or into any
           ------
other Person, unless the Borrower is the surviving entity.

     6.12. Sale of Assets. The Borrower will not lease, sell or otherwise
           --------------
dispose of all or substantially all of the Property of the Borrower and its
Significant Subsidiaries, taken as a whole, to any other Person.

     6.13. Liens. The Borrower will not, nor will it permit any Subsidiary to,
           -----
create, incur, or suffer to exist any Lien in, of or on the Property of the
Borrower or any of its Significant Subsidiaries, except:

     (i)   Liens for taxes, assessments or governmental charges or levies on its
           Property if the same shall not at the time be delinquent or
           thereafter can be paid without penalty, or are being contested in
           good faith and by appropriate proceedings and for which adequate
           reserves in accordance with Agreement Accounting Principles shall
           have been set aside on its books.

     (ii)  Liens imposed by law, such as carriers', warehousemen's and
           mechanics' liens and other similar liens arising in the ordinary
           course of business which secure payment of obligations not more than
           sixty (60) days past due or which are being contested in good faith
           by appropriate proceedings and for which adequate reserves in
           accordance with Agreement Accounting Principles shall have been set
           aside on its books.

     (iii) Liens arising out of pledges or deposits under worker's compensation
           laws, unemployment insurance, old age pensions, or other social
           security or retirement benefits, or similar legislation.

                                       34
<PAGE>

     (iv)   Utility easements, building restrictions and such other encumbrances
            or charges against real property as are of a nature generally
            existing with respect to properties of a similar character and which
            do not in any material way affect the marketability of the same or
            interfere with the use thereof in the business of the Borrower or
            its Subsidiaries.

     (v)    Liens existing on the date hereof and renewals, extensions and
            replacements thereof.

     (vi)   Liens securing Indebtedness permitted by Section 6.10 (including,
                                                     ------------
            without limitation, Liens arising under the Receivables Purchase
            Documents).

     (vii)  Lessor's interests under Capitalized Leases and Operating Leases.

     (viii) Liens existing on the property of a corporation or other business
            entity immediately prior to its being consolidated with or merged
            into the Borrower or a Subsidiary or its becoming a Subsidiary, or
            Liens existing on any property acquired by the Borrower or a
            Subsidiary at the time such is so acquired (whether or not the
            Indebtedness secured thereby shall have been assumed), provided that
            (i) no such Lien was created or assumed in contemplation of such
            consolidation or merger or such entity's becoming a Subsidiary or
            such acquisition of property and (ii) each such Lien shall only
            cover the acquired property and, if required by the terms of the
            instrument originally creating such Lien, property which is an
            improvement to or is acquired for specific use in connection with
            such acquired property.

     (ix)   Purchase money Liens upon specific items of inventory or other goods
            and proceeds thereof granted in favor of any Person to facilitate
            the purchase, shipment or storage of such inventory or other goods
            in the ordinary course of business.

     (x)    Liens securing Indebtedness of the Borrower or its Subsidiaries that
            is tax-exempt.

     (xi)   Liens not otherwise permitted by Sections 6.13(i) through (x)
                                             ----------------         ---
            provided that at all times the aggregate principal amount of all
            outstanding Indebtedness which is secured as permitted by this
            Section 6.13(xi) does not exceed 20% of Consolidated Net Worth.
            ----------------

     6.14.  Synthetic Leases. The Borrower and its consolidated Subsidiaries
            ----------------
will not, at any time, incur liabilities under any financing lease or so-called
"synthetic lease" transaction other than such liabilities which shall not exceed
an aggregate amount equal to $100,000,000 at such time.

     6.15.  Financial Covenants. The Borrower will not permit the Leverage
            -------------------
Ratio, determined as of the end of each of its fiscal quarters, to exceed sixty
percent (60%).

                                       35
<PAGE>

                                  ARTICLE VII

                                   DEFAULTS
                                   --------

     The occurrence of any one or more of the following events shall constitute
a Default:

     7.1.  Breach of Representations or Warranties. Any representation or
           ---------------------------------------
warranty made or deemed made by or on behalf of the Borrower or any of its
Significant Subsidiaries to the Lenders or the Agents under or in connection
with this Agreement, any Loan, or any certificate or information delivered in
connection with this Agreement or any other Loan Document shall be false in any
material respect on the date as of which made.

     7.2.  Failure to Make Payments When Due. Nonpayment of principal of any
           ---------------------------------
Loan when due, or nonpayment of interest upon any Loan or of any Facility Fee,
Utilization Fee or other Obligations under any of the Loan Documents within five
(5) Business Days after the same becomes due.

     7.3.  Breach of Covenants. The breach by the Borrower of any of the terms
           -------------------
or provisions of Sections 6.1 through 6.15.
                 ------------         ----

     7.4.  Other Breaches. The breach by the Borrower (other than a breach which
           --------------
constitutes a Default under another Section of this Article VII) of any of the
                                                    -----------
terms or provisions of this Agreement or any other Loan Document which is not
remedied within thirty (30) days the occurrence thereof.

     7.5.  Default as to Other Indebtedness. Failure of the Borrower or any of
           --------------------------------
its Significant Subsidiaries to pay when due (x) any Indebtedness under the 364-
Day Credit Agreement or (y) any other Indebtedness or Financial Contracts which,
individually or in the aggregate exceeds $50,000,000 (the Indebtedness and
Financial Contracts described in this clause (y) being referred to as "Material
                                      ----------
Indebtedness"); or the default by the Borrower or any of its Significant
Subsidiaries in the performance (beyond the applicable grace period with respect
thereto, if any) of any term, provision or condition contained in the 364-Day
Credit Agreement or any agreement under which any such Material Indebtedness was
created or is governed, or any other event shall occur or condition exist, (i)
the effect of which default or event is to cause, or to permit the lenders under
the 364-Day Credit Agreement or the holder or holders of such Material
Indebtedness to cause, the 364-Day Credit Agreement or such Material
Indebtedness to become due prior to its stated maturity; or the Indebtedness
under the 364-Day Credit Agreement or any Material Indebtedness of the Borrower
or any of its Significant Subsidiaries shall be declared to be due and payable
or required to be prepaid or repurchased (other than by a regularly scheduled
payment) prior to the stated maturity thereof or (ii) if such default or event
shall occur under any Receivables Purchase Documents, the effect of which
default or event is to cause the replacement of, or to permit the investors
thereunder to replace, the Person then acting as servicer for the related
Receivables Purchase Facility; or the Borrower or any of its Significant
Subsidiaries shall fail to pay, or shall admit in writing its inability to pay,
its debts generally as they become due.

                                       36
<PAGE>

     7.6.  Voluntary Bankruptcy; Appointment of Receiver; Etc. The Borrower or
           --------------------------------------------------
any of its Significant Subsidiaries shall (i) have an order for relief entered
with respect to it under the Federal bankruptcy laws as now or hereafter in
effect, (ii) make an assignment for the benefit of creditors, (iii) apply for,
seek, consent to, or acquiesce in, the appointment of a receiver, custodian,
trustee, examiner, liquidator or similar official for it, (iv) institute any
proceeding seeking an order for relief under the Federal bankruptcy laws as now
or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding up, liquidation, reorganization, arrangement,
adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an
answer or other pleading denying the material allegations of any such proceeding
filed against it, (v) take any corporate or partnership action to authorize or
effect any of the foregoing actions set forth in this Section 7.6, or (vi) fail
                                                      -----------
to contest in good faith any appointment or proceeding described in Section 7.7.
                                                                    -----------

     7.7.  Involuntary Bankruptcy; Appointment of Receiver; Etc. Without the
           ----------------------------------------------------
application, approval or consent of the Borrower or any of its Significant
Subsidiaries, a receiver, trustee, examiner, liquidator or similar official
shall be appointed for the Borrower or any of its Significant Subsidiaries, or a
proceeding described in Section 7.6(iv) shall be instituted against the Borrower
                        ---------------
or any of its Significant Subsidiaries and such appointment continues
undischarged or such proceeding continues undismissed or unstayed for a period
of sixty (60) consecutive days.

     7.8.  Judgments. The Borrower or any of its Significant Subsidiaries shall
           ---------
fail within thirty (30) days to pay, bond or otherwise discharge one or more
judgments or orders for the payment of money (except to the extent covered by
insurance as to which the insurer has not disclaimed coverage) in excess of
$25,000,000 (or the equivalent thereof in currencies other than U.S. dollars) in
the aggregate.

     7.9.  Unfunded Liabilities. The sum of the Unfunded Liabilities of all
           --------------------
Plans and the present value of the aggregate unfunded liabilities to provide the
accrued benefits under all Foreign Pension Plans is equal to an amount that
could reasonably be expected to have a Material Adverse Effect, or any
Reportable Event shall occur in connection with any Plan which could reasonably
be expected to result in the imposition of a lien on the assets of the Company
or any Subsidiary.

     7.10. Other ERISA Liabilities. The Borrower or any other member of the
           -----------------------
Controlled Group has incurred withdrawal liability or become obligated to make
contributions to a Multiemployer Plan in an amount which, when aggregated with
all other amounts required to be paid to Multiemployer Plans by the Borrower or
any other member of the Controlled Group, could reasonably be expected to have a
Material Adverse Effect.

     7.11. Environmental Matters. The Borrower or any of its Significant
           ---------------------
Subsidiaries shall (i) be the subject of any proceeding or investigation
pertaining to the release by the Borrower, any of its Significant Subsidiaries
or any other Person of any toxic or hazardous waste or substance into the
environment, or (ii) violate any Environmental Law, which, in the case of an

                                       37
<PAGE>

event described in clause (i) or clause (ii), has or could reasonably be
                   ---------     ----------
expected to have a Material Adverse Effect.

     7.12. Change of Control. Any Change in Control shall occur.
           -----------------

                                 ARTICLE VIII

                ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
                ----------------------------------------------

     8.1.  Acceleration. If any Default described in Section 7.6 or 7.7 occurs
           ------------                              -----------    ---
with respect to the Borrower, the obligations of the Lenders to make Loans
hereunder shall automatically terminate and the Obligations shall immediately
become due and payable without any election or action on the part of the
Administrative Agent or any Lender. If any other Default occurs, the Required
Lenders (or the Administrative Agent with the consent of the Required Lenders)
may terminate or suspend the obligations of the Lenders to make Loans hereunder,
or declare the Obligations to be due and payable, or both, whereupon the
Obligations shall become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which the Borrower hereby
expressly waives.

           If, within thirty (30) days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans
hereunder as a result of any Default (other than any Default as described in
Section 7.6 or 7.7 with respect to the Borrower) and before any judgment or
-----------    ---
decree for the payment of the Obligations due shall have been obtained or
entered, the Required Lenders (in their sole discretion) shall so direct, the
Administrative Agent shall, by notice to the Borrower, rescind and annul such
acceleration and/or termination.

     8.2.  Amendments. Subject to the provisions of this Article VIII, the
           ----------                                    ------------
Required Lenders (or the Administrative Agent with the consent in writing of
the Required Lenders) and the Borrower may enter into agreements supplemental
hereto for the purpose of adding or modifying any provisions to the Loan
Documents or changing in any manner the rights of the Lenders or the Borrower
hereunder or waiving any Default hereunder; provided, however, that no such
supplemental agreement shall, without the consent of each Lender affected
thereby:

     (i)   Extend the final maturity of any Loan or forgive all or any portion
           of the principal amount thereof, or reduce the rate or extend the
           time of payment of interest or fees thereon.

     (ii)  Change the percentage specified in the definition of Required Lenders
           or any other percentage of Lenders specified to be the applicable
           percentage in this Agreement to act on specified matters or amend the
           definitions of "Required Lenders" or "Pro Rata Share" or any other
           provision requiring that payments be made to or from the Lenders on
           the basis of their Pro Rata Shares or on a similar basis.

     (iii) Extend the Facility Termination Date, or change the amount or
           otherwise extend the term of the Commitment of any Lender hereunder.

                                       38
<PAGE>

     (iv)  Permit the Borrower to assign its rights or obligations under this
           Agreement.

     (v)   Amend this Section 8.2.
                      -----------

No amendment of any provision of this Agreement relating to any Agent shall be
effective without the written consent of such Agent. No amendment of any
provision of this Agreement relating to the Swing Line Lender or any Swing Line
Loans shall be effective without the written consent of the Swing Line Lender.
The Administrative Agent may waive payment of the fee required under Section
                                                                     -------
12.3.2 without obtaining the consent of any other party to this Agreement.
------

     8.3.  Preservation of Rights. No delay or omission of the Lenders or Agents
           ----------------------
to exercise any right under the Loan Documents shall impair such right or be
construed to be a waiver of any Default or an acquiescence therein, and the
making of a Loan notwithstanding the existence of a Default or the inability of
the Borrower to satisfy the conditions precedent to such Loan shall not
constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section 8.2, and then only
                                                      -----------
to the extent in such writing specifically set forth. All remedies contained in
the Loan Documents or by law afforded shall be cumulative and all shall be
available to the Agents and the Lenders until the Obligations have been paid in
full.

                                  ARTICLE IX

                              GENERAL PROVISIONS
                              ------------------

     9.1.  Survival of Representations. All representations and warranties of
           ---------------------------
the Borrower contained in this Agreement shall survive the making of the Loans
herein contemplated.

     9.2.  Governmental Regulation. Anything contained in this Agreement to the
           -----------------------
contrary notwithstanding, no Lender shall be obligated to extend credit to the
Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

     9.3.  Headings. Section headings in the Loan Documents are for convenience
           --------
of reference only, and shall not govern the interpretation of any of the
provisions of the Loan Documents.

     9.4.  Entire Agreement. The Loan Documents embody the entire agreement and
           ----------------
understanding among the Borrower, the Agents and the Lenders and supersede all
prior agreements and understandings among the Borrower, the Agents and the
Lenders relating to the subject matter thereof other than the fee letter
described in Section 10.13.
             -------------

     9.5.  Several Obligations; Benefits of this Agreement. The respective
           -----------------------------------------------
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Agents are authorized to act as such). The failure of any Lender to perform any
of its obligations hereunder shall not relieve any other Lender from any of

                                       39
<PAGE>

its obligations hereunder. This Agreement shall not be construed so as to confer
any right or benefit upon any Person other than the parties to this Agreement
and their respective successors and assigns, provided, however, that the parties
hereto expressly agree that the Arranger shall enjoy the benefits of the
provisions of Sections 9.6, 9.10, 10.11, and 10.13 to the extent specifically
              ------------  ----  -----      -----
set forth therein and shall have the right to enforce such provisions on its own
behalf and in its own name to the same extent as if it were a party to this
Agreement.

     9.6.  Expenses; Indemnification. (i) The Borrower shall reimburse the
           -------------------------
Administrative Agent and the Arranger for any costs, internal charges and
out-of-pocket expenses (including reasonable attorneys' fees, time charges and
expenses of attorneys for the Administrative Agent and Arranger, which attorneys
may or may not be employees of the Administrative Agent or the Arranger, and
expenses of and fees for other advisors and professionals engaged by the
Administrative Agent or the Arranger) paid or incurred by the Administrative
Agent or the Arranger in connection with the investigation, preparation,
negotiation, documentation, execution, delivery, syndication, distribution
(including, without limitation, via the internet) review, amendment,
modification, administration and collection of the Loan Documents. The Borrower
also agrees to reimburse the Agents, the Arranger and the Lenders for any costs,
internal charges and out-of-pocket expenses (including reasonable attorneys'
fees, time charges and expenses of attorneys for the Agents, the Arranger and
the Lenders, which attorneys may be employees of the Agents, the Arranger or the
Lenders) paid or incurred by the Agents, the Arranger or any Lender in
connection with the collection and enforcement of the Loan Documents.

     (ii)  The Borrower hereby further agrees to indemnify the Agents, the
Arranger, each Lender, their respective affiliates, and each of their directors,
officers and employees against all losses, claims, damages, penalties,
judgments, liabilities and expenses (including, without limitation, all
reasonable expenses of litigation or preparation therefor whether or not the
Agents, the Arranger, any Lender or any affiliate is a party thereto) which any
of them may pay or incur arising out of or relating to this Agreement, the other
Loan Documents, the transactions contemplated hereby or the direct or indirect
application or proposed application of the proceeds of any Loan hereunder,
except to the extent that any of the foregoing is due to the gross negligence or
willful misconduct of the party seeking indemnification. The obligations of the
Borrower under this Section 9.6 shall survive the termination of this Agreement.
                    -----------

     9.7.  Numbers of Documents. All statements, notices, closing documents, and
           --------------------
requests hereunder shall be furnished to the Administrative Agent with
sufficient counterparts so that the Administrative Agent may furnish one to each
of the Lenders, to the extent that the Administrative Agent deems necessary.

     9.8.  Accounting. Except as provided to the contrary herein, all accounting
           ----------
terms used herein shall be interpreted and all accounting determinations
hereunder shall be made in accordance with Agreement Accounting Principles. If
any changes in generally accepted accounting principles are hereafter required
or permitted and are adopted by the Borrower or any of its Significant
Subsidiaries with the agreement of its independent certified public accountants
and such changes result in a change in the method of calculation of any of the
financial covenants, tests, restrictions or standards herein or in the related
definitions or terms used therein

                                       40
<PAGE>

("Accounting Changes"), the parties hereto agree, at the Borrower's request, to
enter into negotiations, in good faith, in order to amend such provisions in a
credit neutral manner so as to reflect equitably such changes with the desired
result that the criteria for evaluating the Borrower's and its Subsidiaries'
financial condition shall be the same after such changes as if such changes had
not been made; provided, however, until such provisions are amended in a manner
reasonably satisfactory to the Administrative Agent and the Required Lenders, no
Accounting Change shall be given effect in such calculations and all financial
statements and reports required to be delivered hereunder shall be prepared in
accordance with Agreement Accounting Principles without taking into account such
Accounting Changes. In the event such amendment is entered into, all references
in this Agreement to Agreement Accounting Principles shall mean generally
accepted accounting principles as of the date of such amendment.

     9.9.  Severability of Provisions. Any provision in any Loan Document that
           --------------------------
is held to be inoperative, unenforceable, or invalid in any jurisdiction shall,
as to that jurisdiction, be inoperative, unenforceable, or invalid without
affecting the remaining provisions in that jurisdiction or the operation,
enforceability, or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

     9.10. Nonliability of Lenders. The relationship between the Borrower on the
           -----------------------
one hand and the Lenders and the Agents on the other hand shall be solely that
of borrower and lender. None of the Agents, the Arranger or any Lender shall
have any fiduciary responsibilities to the Borrower. None of the Agents, the
Arranger or any Lender undertakes any responsibility to the Borrower to review
or inform the Borrower of any matter in connection with any phase of the
Borrower's business or operations. The Borrower agrees that none of the Agents,
the Arranger or any Lender shall have liability to the Borrower (whether
sounding in tort, contract or otherwise) for losses suffered by the Borrower in
connection with, arising out of, or in any way related to, the transactions
contemplated and the relationship established by the Loan Documents, or any act,
omission or event occurring in connection therewith, unless such losses resulted
from the gross negligence or willful misconduct of the party from which recovery
is sought. None of the Agents, the Arranger or any Lender shall have any
liability with respect to, and the Borrower hereby waives, releases and agrees
not to sue for, any special, indirect, consequential or punitive damages
suffered by the Borrower in connection with, arising out of, or in any way
related to the Loan Documents or the transactions contemplated thereby.

     9.11. Confidentiality. Each Lender agrees to hold any confidential
           ---------------
information which it may receive from the Borrower pursuant to this Agreement in
confidence, except for disclosure (i) to its Affiliates and to other Lenders and
their respective Affiliates, (ii) to legal counsel, accountants, and other
professional advisors to such Lender or to a Transferee or prospective
Transferee (provided such Transferee or prospective Transferee agrees to abide
by the confidentiality provisions of this Section 9.1l), (iii) to regulatory
                                          ------------
officials upon request to disclose, (iv) to any Person as requested pursuant to
or as required by law, regulation, or legal process, (v) to any Person in
connection with any legal proceeding to which such Lender is a party, (vi) to
such Lender's direct or indirect contractual counterparties in swap agreements
or to legal counsel, accountants and other professional advisors to such
counterparties, and (vii) permitted by Section 12.4.
                                       ------------

                                       41
<PAGE>

     9.12. Nonreliance. Each Lender hereby represents that it is not relying on
           -----------
or looking to any margin stock (as defined in Regulation U of the Board of
Governors of the Federal Reserve System) for the repayment of the Loans provided
for herein.

     9.13. Disclosure. The Borrower and each Lender hereby acknowledge and agree
           ----------
that Morgan Guaranty, Bank One, Bank of America and/or its respective Affiliates
from time to time may hold investments in, make other loans to or have other
relationships with the Borrower and its Affiliates.

                                   ARTICLE X

                                  THE AGENTS
                                  ----------

     10.1. Appointment; Nature of Relationship. Morgan Guaranty is hereby
           -----------------------------------
appointed by each of the Lenders as the Administrative Agent hereunder and under
each other Loan Document, and each of the Lenders irrevocably authorizes the
Administrative Agent to act as the contractual representative of such Lender
with the rights and duties expressly set forth herein and in the other Loan
Documents. Bank One is hereby appointed by each of the Lenders as the
Syndication Agent hereunder and under each other Loan Document, and each of the
Lenders irrevocably authorizes the Syndication Agent to act as the contractual
representative of such lender with the rights and duties expressly set forth
herein and in the other Loan Documents. Bank of America is hereby appointed by
each of the Lenders as the Documentation Agent hereunder and under each other
Loan Document, and each of the Lenders irrevocably authorizes the Documentation
Agent to act as the contractual representative of such lender with the rights
and duties expressly set forth herein and in the other Loan Documents. Each
Agent agrees to act as such contractual representative upon the express
conditions contained in this Article X. Notwithstanding the use of the defined
                             ---------
term "Administrative Agent", "Syndication Agent" and "Documentation Agent", it
is expressly understood and agreed that no Agent shall have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that each Agent is merely acting as the contractual representative
of the Lenders with only those duties as are expressly set forth in this
Agreement and the other Loan Documents. In their capacities as the Lenders'
contractual representative, the Agents (i) do not hereby assume any fiduciary
duties to any of the Lenders, (ii) are "representatives" of the Lenders within
the meaning of Section 9-105 of the Uniform Commercial Code and (iii) are
acting as independent contractors, the rights and duties of which are limited to
those expressly set forth in this Agreement and the other Loan Documents. Each
of the Lenders hereby agrees to assert no claim against any Agent on any agency
theory or any other theory of liability for breach of fiduciary duty, all of
which claims each Lender hereby waives.

     10.2. Powers. Each Agent shall have and may exercise such powers under the
           ------
Loan Documents as are specifically delegated to such Agent by the terms of each
thereof, together with such powers as are reasonably incidental thereto. The
Agents shall have no implied duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by the applicable Agents.

                                       42
<PAGE>

     10.3. General Immunity. No Agent or any of its respective directors,
           ----------------
officers, agents or employees shall be liable to the Borrower, the Lenders or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except
to the extent such action or inaction is due to the gross negligence or willful
misconduct of such Person.

     10.4. No Responsibility for Loans, Recitals, etc. No Agent or any of its
           ------------------------------------------
respective directors, officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into, or verify (a) any statement, warranty
or representation made in connection with any Loan Document or any borrowing
hereunder; (b) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
                                                           ----------
receipt of items required to be delivered solely to the Agents; (d) the
existence or possible existence of any Default or Unmatured Default; (e) the
validity, enforceability, effectiveness, sufficiency or genuineness of any Loan
Document or any other instrument or writing furnished in connection therewith;
(f) the value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of the Borrower or any
guarantor of any of the Obligations or of any of the Borrower's or any such
guarantor's respective Subsidiaries. The Agents shall have no duty to disclose
to the Lenders information that is not required to be furnished by the Borrower
to any Agent at such time, but is voluntarily furnished by the Borrower to such
Agent (either in its capacity as an Agent or in its individual capacity).

     10.5. Action on Instructions of Lenders. Each Agent shall in all cases be
           ---------------------------------
fully protected in acting, or in refraining from acting, hereunder and under any
other Loan Document in accordance with written instructions signed by the
Required Lenders, and such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders. The Lenders hereby
acknowledge that the Agents shall be under no duty to take any discretionary
action permitted to be taken by it pursuant to the provisions of this Agreement
or any other Loan Document unless it shall be requested in writing to do so by
the Required Lenders. Each Agent shall be fully justified in failing or refusing
to take any action hereunder and under any other Loan Document unless it shall
first be indemnified to its satisfaction by the Lenders pro rata against any and
all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action.

     10.6. Employment of Agents and Counsel. Any Agent may execute any of its
           --------------------------------
respective duties as an Agent hereunder and under any other Loan Document by or
through employees, agents, and attorneys-in-fact and shall not be answerable to
the Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. Each Agent shall be entitled to advice of
counsel concerning the contractual arrangement between such Agent and the
Lenders and all matters pertaining to such Agent's duties hereunder and under
any other Loan Document.

     10.7. Reliance on Documents; Counsel. Each Agent shall be entitled to rely
           ------------------------------
upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document

                                       43
<PAGE>

believed by it to be genuine and correct and to have been signed or sent by the
proper person or persons, and, in respect to legal matters, upon the opinion of
counsel selected by such Agent, which counsel may be employees of such Agent.

          10.8. Agents' Reimbursement and Indemnification. The Lenders agree to
                -----------------------------------------
reimburse and indemnify the Administrative Agent and the Syndication Agent
ratably in proportion to the Lenders' respective Commitments (or, if the
Commitments have been terminated, in proportion to their Commitments immediately
prior to such termination) (i) for any amounts not reimbursed by the Borrower
for which such Agent is entitled to reimbursement by the Borrower under the Loan
Documents, (ii) for any other expenses incurred by such Agent on behalf of the
Lenders, in connection with the preparation, execution, delivery, administration
and enforcement of the Loan Documents (including, without limitation, for any
expenses incurred by such Agent in connection with any dispute between such
Agent and any Lender or between two or more of the Lenders) and (iii) for any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against such Agent in any way relating to or
arising out of the Loan Documents or any other document delivered in connection
therewith or the transactions contemplated thereby (including, without
limitation, for any such amounts incurred by or asserted against such Agent in
connection with any dispute between such Agent and any Lender or between two or
more of the Lenders), or the enforcement of any of the terms of the Loan
Documents or of any such other documents, provided that (i) no Lender shall be
liable for any of the foregoing to the extent any of the foregoing resulted from
the gross negligence or willful misconduct of the Administrative Agent or the
Syndication Agent, as applicable, (ii) any indemnification required pursuant to
Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be
----------------                                               ------------
paid by the relevant Lender in accordance with the provisions thereof and (iii)
no Lender shall be liable for any of the foregoing to the extent any of the
foregoing arose as a result of the syndication of the Aggregate Commitments by
the Syndication Agent. The obligations of the Lenders under this Section 10.8
                                                                 ------------
shall survive payment of the Obligations and termination of this Agreement.

          10.9. Notice of Default. No Agent shall be deemed to have knowledge or
                -----------------
notice of the occurrence of any Default or Unmatured Default hereunder unless
such Agent has received written notice from a Lender or the Borrower referring
to this Agreement describing such Default or Unmatured Default and stating that
such notice is a "notice of default". In the event that any Agent receives such
a notice, such Agent shall give prompt notice thereof to the Lenders.

          10.10. Rights as a Lender. In the event any Agent is a Lender, such
                 ------------------
Agent shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Commitment and its Loans as any Lender and may
exercise the same as though it were not an Agent, and the term "Lender" or
"Lenders" shall, at any time when any Agent is a Lender, unless the context
otherwise indicates, include such Agent in its individual capacity. Each Agent
and its Affiliates may accept deposits from, lend money to, and generally engage
in any kind of trust, debt, equity or other transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Borrower or
any of its Significant Subsidiaries in which the Borrower or such Subsidiary is
not restricted hereby from engaging with any other Person.

                                       44
<PAGE>

          10.11. Lender Credit Decision. Each Lender acknowledges that it has,
                 ----------------------
independently and without reliance upon any Agent, the Arranger or any other
Lender and based on the financial statements prepared by the Borrower and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon any Agent, the Arranger or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the other Loan Documents.

          10.12. Successor Agents. Any Agent may resign at any time by giving
                 ----------------
written notice thereof to the Lenders and the Borrower, such resignation to be
effective upon the appointment of a successor Agent or, if no successor Agent
has been appointed, forty-five (45) days after the retiring Agent gives notice
of its intention to resign. Any Agent may be removed at any time with or without
cause by written notice received by such Agent from the Required Lenders, such
removal to be effective on the date specified by the Required Lenders. Upon any
such resignation or removal, the Required Lenders shall have the right to
appoint, on behalf of the Borrower and the Lenders, a successor Agent that,
provided such resignation or removal occurs prior to a Default, shall be
reasonably acceptable to the Borrower. If no successor Agent shall have been so
appointed by the Required Lenders within thirty (30) days after the resigning
Agent's giving notice of its intention to resign, then the resigning Agent may
appoint, on behalf of the Borrower and the Lenders, a successor Agent.
Notwithstanding the previous sentence, any Agent may at any time without the
consent of the Borrower or any Lender, appoint any of its Affiliates which is a
commercial bank as its successor Agent hereunder. If an Agent has resigned or
been removed and no successor Agent has been appointed, the Lenders may perform
all the duties of such Agent hereunder and the Borrower shall make all payments
in respect of the Obligations to the applicable Lender and for all other
purposes shall deal directly with the Lenders. No successor Agent shall be
deemed to be appointed hereunder until such successor Agent has accepted the
appointment. Any such successor Agent shall be a commercial bank having capital
and retained earnings of at least $100,000,000. Upon the acceptance of any
appointment as an Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the resigning or removed Agent. Upon the effectiveness
of the resignation or removal of an Agent, the resigning or removed Agent shall
be discharged from its duties and obligations hereunder and under the Loan
Documents. After the effectiveness of the resignation or removal of an Agent,
the provisions of this Article X shall continue in effect for the benefit of
                       ---------
such Agent in respect of any actions taken or omitted to be taken by it while it
was acting as an Agent hereunder and under the other Loan Documents. In the
event that there is a successor to the Administrative Agent by merger, or the
Administrative Agent assigns its duties and obligations to an Affiliate pursuant
to this Section 10.12, then (a) the term "Prime Rate" as used in this Agreement
        -------------
shall mean the prime rate, base rate or other analogous rate of the new
Administrative Agent and (b) the references to "Morgan Guaranty" in the
definition of "Eurodollar Base Rate" and in the last sentence of Section 2.13
                                                                 ------------
shall be deemed to be a reference to such successor Administrative Agent in its
individual capacity.

     10.13. Agent and Arranger Fees. The Borrower agrees to pay to the
            -----------------------
Syndication Agent and the Arranger, for their respective accounts, the fees
agreed to by the Borrower, the

                                      45
<PAGE>

 Syndication Agent and the Arranger pursuant to that certain letter agreement
 dated September 15, 2000, or as otherwise agreed from time to time.

          10.14. Delegation to Affiliates. The Borrower and the Lenders agree
                 ------------------------
that any Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees) which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the applicable Agent is entitled under Articles
                                                                      --------
IX and X.
--     -

                                  ARTICLE XI

                           SETOFF; RATABLE PAYMENTS
                           ------------------------

          11.1. Setoff. In addition to, and without limitation of, any rights of
                ------
the Lenders under applicable law, if the Borrower becomes insolvent, however
evidenced, or any Default occurs, any and all deposits (including all account
balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of the Borrower may
be offset and applied toward the payment of the Obligations owing to such Lender
to the extent such Obligations are then due.

          11.2. Ratable Payments. If any Lender, whether by setoff or otherwise,
                ----------------
has payment made to it upon its Loans (other than payments received pursuant to
Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any
-----------  ---  ---    ---
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligations or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in proportion to their Loans. In case any such payment is disturbed by legal
process, or otherwise, appropriate further adjustments shall be made.


                                  ARTICLE XII

               BENEFIT OF AGREEMENT: ASSIGNMENTS; PARTICIPATIONS
               -------------------------------------------------

          12.1. Successors and Assigns: Designated Lenders.
                ------------------------------------------

          12.1.1. Successors and Assigns. The terms and provisions of the Loan
                  ----------------------
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) the
Borrower shall not have the right to assign its rights or obligations under the
Loan Documents and (ii) any assignment by any Lender must be made in compliance
with Section 12.3. The parties to this Agreement acknowledge that clause (ii) of
     ------------                                                 -----------
this Section 12.1.1 relates only to absolute assignments and does not prohibit
     --------------
assignments creating security interests, including, without limitation, (x) any
pledge or assignment by any Lender of

                                     46
<PAGE>

all or any portion of its rights under this Agreement and any Note to a Federal
Reserve Bank or (y) in the case of a Lender which is a fund, any pledge or
assignment of all or any portion of its rights under this Agreement and any Note
to its trustee in support of its obligations to its trustee; provided, however,
that no such pledge or assignment creating a security interest shall release the
transferor Lender from its obligations hereunder unless and until the parties
thereto have complied with the provisions of Section 12.3. The Administrative
                                             ------------
Agent may treat the Person which made any Loan or which holds any Note as the
owner thereof for all purposes hereof unless and until such Person complies with
Section 12.3; provided, however, that the Administrative Agent may in its
------------
discretion (but shall not be required to) follow instructions from the Person
which made any Loan or which holds any Note to direct payments relating to such
Loan or Note to another Person. Any assignee of the rights to any Loan or any
Note agrees by acceptance of such assignment to be bound by all the terms and
provisions of the Loan Documents. Any request, authority or consent of any
Person, who at the time of making such request or giving such authority or
consent is the owner of the rights to any Loan (whether or not a Note has been
issued in evidence thereof), shall be conclusive and binding on any subsequent
holder or assignee of the rights to such Loan.

          12.1.2. Designated Lenders. Notwithstanding anything to the contrary
                  ------------------
contained herein, any Lender (each such Lender, a "Granting Bank") may grant to
a conduit or similar funding vehicle affiliated with or managed by such Granting
Bank (each a "Designated Lender"), identified as such in writing from time to
time by the applicable Granting Bank to the Administrative Agent and the
Borrower, the option to provide to the Borrower all or any part of any Advance
that such Granting Bank would otherwise be obligated to make to the Borrower
pursuant to this Agreement; provided, that (i) nothing herein shall constitute a
                            --------
commitment by any Designated Lender to make any Advance, (ii) if a Designated
Lender elects not to exercise such option or otherwise fails to provide all or
any part of such Advance, the applicable Granting Bank shall be obligated to
make such Advance pursuant to the terms hereof. The making of an Advance by any
Designated Lender hereunder shall utilize the Revolving Loan Commitment of the
applicable Granting Bank to the same extent, and as if, such Advance were made
by such Granting Bank. Each party hereto hereby agrees that no Designated Lender
shall be liable for any indemnity or other similar payment obligation under this
Agreement (all liability for which shall remain with the applicable Granting
Bank). All notices hereunder to any Granting Bank or the related Designated
Lender, and all payments in respect of the Obligations due to such Granting Bank
or the related Designated Lender, shall be made to such Granting Bank. In
addition, each Granting Bank shall vote as a Lender hereunder without giving
effect to any assignment under this Section 12.1.2, and no Designated Lender
                                    --------------
shall have any vote as a Lender under this Agreement for any purpose. In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior indebtedness of any Designated Lender, it will not
institute against, or join any other person in instituting against, such
Designated Lender any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under the laws of the United States or any State
thereof. In addition, notwithstanding anything to the contrary contained in this
Section 12.1.2, any Designated Lender may (i) with notice to, but without the
--------------
prior written consent of, the Borrower and the Administrative Agent and without
paying any processing or administrative fee therefor, assign all or a portion of
its interests in any Advances to the Granting Bank or to

                                      47
<PAGE>

any financial institutions (consented to by the Borrower and the Administrative
Agent in accordance with the terms of Section 12.3.1 providing liquidity and/or
                                      --------------
credit support to or for the account of such Designated Lender to support the
funding or maintenance of Advances and (ii) disclose on a confidential basis any
non-public information relating to its Advances to any rating agency, commercial
paper dealer or provider of any surety, guarantee or credit or liquidity
enhancement to such Designated Lender. This Section 12.1.2 may not be amended
                                            --------------
without the written consent of each Granting Bank affected thereby.

          12.2.   Participations.
                  --------------

          12.2.1. Permitted Participants; Effect. Any Lender may, in the
                  ------------------------------
ordinary course of its business and in accordance with applicable law, at any
time sell to one or more banks or other entities ("Participants") participating
interests in any Loan owing to such Lender, any Note held by such Lender, any
Commitment of such Lender or any other interest of such Lender under the Loan
Documents. In the event of any such sale by a Lender of participating interests
to a Participant, such Lender's obligations under the Loan Documents shall
remain unchanged, such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, such Lender shall remain
the owner of its Loans and the holder of any Note issued to it in evidence
thereof for all purposes under the Loan Documents, all amounts payable by the
Borrower under this Agreement shall be determined as if such Lender had not sold
such participating interests, and the Borrower and the Administrative Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under the Loan Documents.

          12.2.2. Voting Rights. Each Lender shall retain the sole right to
                  -------------
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Loan or Commitment in which such
Participant has an interest which (i) extends the final maturity of any Loan or
forgives all or a portion of the principal amount thereof, or reduces the rate
or extends the time of payment of interest or fees on any such Loan or the
related Commitment or (ii) extends the Facility Termination Date.

          12.2.3. Benefit of Setoff. The Borrower agrees that each Participant
                  -----------------
shall be deemed to have the right of setoff provided in Section 11.1 in respect
                                                        ------------
of its participating interest in amounts owing under the Loan Documents to the
same extent as if the amount of its participating interest were owing directly
to it as a Lender under the Loan Documents (it being understood that no Lender
shall retain the right of setoff provided in Section 11.1 with respect to the
                                             ------------
amount of participating interests sold to each Participant). The Lenders agree
to share with each Participant, and each Participant, by exercising the right of
setoff provided in Section 11.1, agrees to share with each Lender, any amount
                   ------------
received pursuant to the exercise of its right of setoff, such amounts to be
shared in accordance with Section 11.2 as if each Participant were a Lender.
                          ------------

          12.3.   Assignments.
                  -----------

          12.3.1. Permitted Assignments. Any Lender may, in the ordinary course
                  ---------------------
of its business and in accordance with applicable law, at any time assign to one
or more banks or other entities

                                      48
<PAGE>

("Purchasers") all or any part of its rights and obligations under the Loan
Documents. Such assignment shall be substantially in the form of Exhibit C or in
                                                                 ---------
such other form as may be agreed to by the parties thereto. The consent of the
Borrower and the Administrative Agent shall be required prior to an assignment
becoming effective with respect to a Purchaser which is not a Lender, an
Affiliate thereof or a Designated Lender, provided, however, that if a Default
has occurred and is continuing, the consent of the Borrower shall not be
required. Such consent shall not be unreasonably withheld or delayed. Each such
assignment with respect to a Purchaser which is not a Lender, an Affiliate
thereof or a Designated Lender shall (unless each of the Borrower and the
Administrative Agent otherwise consents) be in an amount not less than the
lesser of (i) $10,000,000 and integral multiples of $l,000,000 in excess
thereof or (ii) the remaining amount of the assigning Lender's Commitment
(calculated as at the date of such assignment) or outstanding Loans (if the
applicable Commitment has been terminated).

          12.3.2. Effect; Effective Date. Upon (i) delivery to the
                  ----------------------
Administrative Agent of an assignment, together with any consents required by
Section 12.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent for
--------------
processing such assignment (unless such fee is waived by the Administrative
Agent), such assignment shall become effective on the effective date specified
in such assignment. The assignment shall contain a representation by the
Purchaser to the effect that none of the consideration used to make the purchase
of the Commitment and Loans under the applicable assignment agreement
constitutes "plan assets" as defined under ERISA and that the rights and
interests of the Purchaser in and under the Loan Documents will not be "plan
assets" under ERISA. On and after the effective date of such assignment, such
Purchaser shall for all purposes be a Lender party to this Agreement and any
other Loan Document executed by or on behalf of the Lenders and shall have all
the rights and obligations of a Lender under the Loan Documents, to the same
extent as if it were an original party hereto, and no further consent or action
by the Borrower, the Lenders or the Administrative Agent shall be required to
release the transferor Lender with respect to the percentage of the Aggregate
Commitment and Loans assigned to such Purchaser. Upon the consummation of any
assignment to a Purchaser pursuant to this Section 12.3.2, the transferor
                                           --------------
Lender, the Administrative Agent and the Borrower shall, if the transferor
Lender or the Purchaser desires that its Loans be evidenced by Notes, make
appropriate arrangements so that new Notes or, as appropriate, replacement Notes
are issued to such transferor Lender and new Notes or, as appropriate,
replacement Notes, are issued to such Purchaser, in each case in principal
amounts reflecting their respective Commitments, as adjusted pursuant to such
assignment.

          12.4.   Dissemination of Information. The Borrower authorizes each
                  ----------------------------
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Loan Documents by operation of law (each a "Transferee") and
any prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrower and its Subsidiaries, including
without limitation any information contained in any Reports; provided that each
Transferee and prospective Transferee agrees to be bound by Section 9.11 of this
                                                            ------------
Agreement.

          12.5.   Tax Treatment. If any interest in any Loan Document is
                  -------------
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or

                                      49
<PAGE>

any State thereof, the transferor Lender shall cause such Transferee,
concurrently with the effectiveness of such transfer, to comply with the
provisions of Section 3.5(iv).
              ---------------

                                 ARTICLE XIII

                                    NOTICES
                                    -------

          13.1. Notices. Except as otherwise permitted by Section 2.15 with
                -------                                   ------------
respect to borrowing notices, all notices, requests and other communications to
any party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Borrower, the Agents or any Lender party hereto as of the
Closing Date, at its respective address or facsimile number set forth on the
signature pages hereof; provided that notices to the Administrative Agent
                        --------
delivered under Article II shall be delivered to the following address:
                ----------

                                    JP Morgan Services
                                    500 Stanton Christiana Road
                                    Newark, Delaware 19713-2107
                                    Attention: Devon Brown
                                    Phone: (302) 634-1863
                                    Fax: (302) 634-1094

, (y) in the case of any Lender that becomes a party hereto pursuant to Section
                                                                        -------
12.3, at its address or facsimile number set forth in the applicable assignment
----
or, if none is provided therein, in its administrative questionnaire or (z) in
the case of any party, at such other address or facsimile number as such party
may hereafter specify for the purpose by notice to the Administrative Agent and
the Borrower in accordance with the provisions of this Section 13.1. Each such
                                                       -------------
notice, request or other communication shall be effective (i) if given by
facsimile transmission, when transmitted to the facsimile number specified in
this Section and confirmation of receipt is received, (ii) if given by mail, 72
hours after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid, or (iii) if given by any other means,
when delivered (or, in the case of electronic transmission, received) at the
address specified in this Section; provided that notices to the Administrative
Agent under Article II shall not be effective until received.
            ----------

          13.2. Change of Address. The Borrower, the Agents and any Lender may
                -----------------
each change the address for service of notice upon it by a notice in writing to
the other parties hereto.

                                  ARTICLE XIV

                                 COUNTERPARTS
                                 ------------
         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Borrower, the
Agents and the Lenders and each party has notified the Agents by facsimile
transmission or telephone that it has taken such action.

                                      50
<PAGE>

                                  ARTICLE XV

         CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
         ------------------------------------------------------------

          15.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
                -------------
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE
STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS.

          15.2. CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS
                -----------------------
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE
COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL
LIMIT THE RIGHT OF THE AGENTS OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE
BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE
BORROWER AGAINST THE AGENTS OR ANY LENDER OR ANY AFFILIATE OF THE AGENTS OR ANY
LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT
IN NEW YORK, NEW YORK OR THE CITY IN WHICH THE PRINCIPAL OFFICE OF SUCH AGENT.
LENDER OR AFFILIATE, AS THE CASE MAY BE, IS LOCATED.

          15.3. WAIVER OF JURY TRIAL. THE BORROWER, THE AGENTS AND EACH LENDER
                --------------------
HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.

                           [Signature Pages Follow]

                                      51
<PAGE>

     IN WITNESS WHEREOF, the Borrower, the Lenders and the Agents have executed
this Agreement as of the date first above written.

                                           THE MEAD CORPORATION, as the Borrower



                                           /s/ PETER H. VOGEL, JR.
                                           ---------------------------------
                                           Name: Peter H. Vogel, Jr.
                                           Title: Vice President, Finance
                                                  and Treasurer

                                           Mead World Headquarters
                                           Courthouse Plaza Northeast
                                           Dayton, Ohio 45463

                                           Attention: Treasurer
                                           Phone: (937) 495-6323
                                           Fax:   (937) 228-5555

                                      S-l
<PAGE>

                                     MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                                     as the Administrative Agent, the Swing
                                     Line Lender and as a Lender


                                     /s/ CARL J. MEHLDAU, JR.
                                     ----------------------------------
                                     Name:  Carl J. Mehldau, Jr.
                                     Title: Associate

                                     60 Wall Street
                                     New York, New York 10260-0060


                                     Attention: Carl J. Mehldau, Jr.
                                     Phone: (212) 648-1537
                                     Fax:   (212) 648-5018
                                     E-mail: mehldau_carl@jpmorgan.com

                                      S-2
<PAGE>

                                     BANK ONE, NA, as the Syndication Agent and
                                     as a Lender



                                     /s/ PAUL A. HARRIS
                                     --------------------------------
                                     Name:  Paul A. Harris
                                     Title: Managing Director

                                     100 East Broad Street
                                     7/th/ Floor
                                     Columbus, Ohio 43215

                                     Attention: Paul A. Harris
                                     Phone: (614) 248-1780
                                     Fax:   (614) 248-5518
                                     E-mail: paul_a_harris@mail.bankone.com

                                      S-3
<PAGE>

                                    BANK OF AMERICA, N.A., as the Documentation
                                    Agent and as a Lender


                                    /s/ MICHAEL BALOK
                                    ----------------------------
                                    Name:  Michael Balok
                                    Title: Managing Director


                                    555 California Street
                                    12/th/ Floor
                                    CA5-705-12-12
                                    San Francisco, California 94104

                                    Attention: Michael Balok
                                    Phone: (415) 622-2018
                                    Fax:   (415) 622-4585
                                    E-mail: mike.balok@bankofamerica.com

                                      S-4
<PAGE>

                                    CITICORP USA, INC., as a Lender



                                    /s/ WOLFGANG VIRAGH
                                    --------------------------
                                    Name: Wolfgang Viragh
                                    Title: Vice President


                                    399 Park Avenue
                                    8th Floor/Zone 11
                                    New York, New York 10043


                                    Attention: Wolfgang Viragh
                                    Phone: (212) 559-6236
                                    Fax:   (212) 793-0289
                                    E-mail: wolfgang.viragh@citicorp.com

                                      S-5
<PAGE>

                                    DEUTSCHE BANK AG NEW YORK BRANCH
                                    AND/OR CAYMAN ISLANDS BRANCH, as a
                                    Lender



                                    /s/ HANS-JOSEF THIELE
                                    -----------------------------
                                    Name: Hans-Josef Theile
                                    Title: Director



                                     /s/ ROBERT W. CASEY, JR.
                                    -----------------------------
                                    Name: Robert W. Casey, Jr.
                                    Title: Managing Director


                                    31 West 52/nd/ Street
                                    24/th/ Floor
                                    New York, New York 10019

                                    Attention: Hans-Josef Thiele
                                    Phone: (212) 469-8649
                                    Fax:   (212) 469-2930
                                    E-mail: Hans-Josef.Thiele@db.com

                                      S-6
<PAGE>

                                    MELLON BANK, N.A., as a Lender




                                    /s/ MARK F. JOHNSTON
                                    ------------------------------
                                    Name: Mark F. Johnston
                                    Title: Vice President


                                    One Mellon Center, Room 370
                                    Pittsburgh, Pennsylvania 15258-0001

                                    Attention: Mark F. Johnston
                                    Phone: (412) 236-2793
                                    Fax:   (412) 236-1914
                                    E-mail: johnston.mf@mellon.com

                                      S-7
<PAGE>

                                   THE SUMITOMO BANK, LIMITED, as a Lender



                                   /s/ EDWARD D. HENDERSON, JR.
                                   ----------------------------------
                                   Name: Edward D. Henderson, Jr.
                                   Title: Senior Vice President


                                   277 Park Avenue
                                   New York, New York 10172

                                   Attention: Rohn Laudenschlager
                                   Phone: (212) 224-4226
                                   Fax:   (212) 224-4384
                                   E-mail:

                                      S-8
<PAGE>

                               SOCIETE GENERALE, as a Lender



                               /s/ JERRY PARISI
                               --------------------------------
                               Name: Jerry Parisi
                               Title: Managing Director

                               1221 Avenue of the Americas
                               New York, New York 10020

                               Attention: Jerry Parisi
                               Phone: (212) 278-5448
                               Fax:   (212) 278-7997
                               E-mail: jerry.parisi@us.socgen.com

                                      S-9
<PAGE>

                               WACHOVIA BANK, N.A., as a Lender



                               /s/ BRADFORD L. WATKINS
                               ----------------------------------------
                               Name: Bradford L. Watkins
                               Title: Vice President

                               191 Peachtree Street, 28/th/ Floor
                               Atlanta, Georgia 30319

                               Attention: Bradford L. Watkins
                               Phone: (404) 332-1093
                               Fax:   (404) 332-6898
                               E-mail: Brad.Watkins@Wachovia.com

                                     S-10
<PAGE>

                              THE ROYAL BANK OF SCOTLAND plc, as a Lender



                              /s/ MARIA AMARAL-LEBLANC
                              -----------------------------------------
                              Name: Maria Amaral-LeBlanc
                              Title: Vice President

                              101 Park Avenue
                              10/th/ Floor
                              New York, New York 10178

                              Attention: Maria Amaral-LeBlanc
                              Phone: (212) 401-3746
                              Fax:   (212) 401-3456
                              E-mail: maria.amaral-leblanc@rbos.com

                                     S-11
<PAGE>

                              NATIONAL CITY BANK, as a Lender




                              /s/ JEFFREY L. HAWTHORNE
                              ----------------------------------------
                              Name: Jeffrey L. Hawthorne
                              Title: Senior Vice President

                              155 E. Broad Street
                              Columbus, Ohio 4325l-0019

                              Attention: Jeffrey L. Hawthorne
                              Phone: (614) 463-7298
                              Fax:   (614) 463-7172
                              E-mail: jeffrey.hawthorne@national-city.com

                                     S-12
<PAGE>

                              PNC BANK, NATIONAL ASSOCIATION, as a Lender



                              /s/ WARREN F. WEBER
                              -------------------------------
                              Name: Warren F. Weber
                              Title: Vice President

                              201 East Fifth Street
                              Cincinnati, Ohio 45202

                              Attention: Warren F. Weber
                              Phone: (513) 651-8619
                              Fax:   (513) 651-8951
                              E-mail: Warren.Weber@PNCBank.com

                                     S-13
<PAGE>

                              THE BANK OF NEW YORK, as a Lender



                              /s/ THOMAS McCROHAN
                              ------------------------------
                              Name: Thomas McCrohan
                              Title: Vice President

                              One Wall Street, 21/st/ Floor
                              New York, New York 10286

                              Attention: Thomas McCrohan
                              Phone: (212) 635-1313
                              Fax:   (212) 635-7978
                              E-mail: tmccrohan@bankofny.com

                                     S-14
<PAGE>

                               PRICING SCHEDULE

================================================================================
                  Level I      Level II      Level III     Level IV     Level V
                  Status        Status        Status        Status       Status
--------------------------------------------------------------------------------
  Applicable       0.22%         0.285%       0.375%        0.475%       0.60%
    Margin
 (Eurodollar
    Rate)
--------------------------------------------------------------------------------
  Applicable       0.08%         0.09%        0.125%        0.15%        0.20%
 Facility Fee
    Rate

For the purposes of this Schedule, the following terms have the following
meanings, subject to the final paragraph of this Schedule:

          "Level I Status" exists at any date if, on such date, the Borrower's
           --------------
Moody's Rating is A2 or better and the Borrower's S&P Rating is A or better.

          "Level II Status" exists at any date if, on such date, (i) the
           ---------------
Borrower has not qualified for Level I Status and (ii) the Borrower's Moody's
Rating is A3 or better or the Borrower's S&P Rating is A- or better.

          "Level III Status" exists at any date if, on such date, (i) the
           ----------------
Borrower has not qualified for Level I Status or Level II Status and (ii) the
Borrower's Moody's Rating is Baa1 or better or Borrower's S&P rating is BBB+ or
better.

          "Level IV Status" exists at any date if, on such date, (i) the
           ---------------
Borrower has not qualified for Level I Status, Level II Status or Level III
Status and (ii) the Borrower's Moody's Rating is Baa2 or better or Borrower's
S&P Rating is BBB or better.

          "Level V Status" exists at any date if, on such date, the Borrower has
           --------------
not qualified for Level I Status, Level II Status, Level III Status or Level IV
Status.

          "Moody's Rating" means, at any time, the rating issued by Moody's and
           --------------
then in effect with respect to the Borrower's senior unsecured long-term debt
securities without third-party credit enhancement.

          "S&P Rating" means, at any time, the rating issued by S&P and then in
           ----------
effect with respect to the Borrower's senior unsecured long-term debt securities
without third-party credit enhancement.

          "Status" means Level I Status, Level II Status, Level III Status,
           ------
Level IV or Level V Status.

          The Applicable Margin and Applicable Facility Fee Rate shall be
determined in accordance with the foregoing table based on the Borrower's Status
as determined from its then-
<PAGE>

current Moody's Rating and S&P Rating (subject to the last paragraph of this
Pricing Schedule). The credit rating in effect on any date for the purposes of
this Schedule is that in effect at the close of business on such date. If at any
time the Borrower has no Moody's Rating and no S&P Rating, Level V Status shall
exist.

          In the event that a split occurs between the two ratings, then the
rating corresponding to the higher of the two ratings shall apply. However, if
the split is greater than one level, then the pricing shall be based upon the
rating one level above the lowest of the two ratings.

          Upon the Administrative Agent's receipt of the officer's compliance
certificate delivered pursuant to Section 6.1(iii) and reporting the then-
                                  ----------------
current Moody's Rating and S&P Rating for the Borrower, the Applicable Margin
and Applicable Facility Fee Rate shall be adjusted, if necessary, such
adjustment being effective five (5) Business Days following such receipt.
<PAGE>

                              COMMITMENT SCHEDULE


--------------------------------------------------------------------------------
                 LENDER                                      COMMITMENT
                 ------                                      ----------
--------------------------------------------------------------------------------
   Morgan Guaranty Trust Company of New                   $ 35,166,667.00
   York
--------------------------------------------------------------------------------
   Bank One, NA                                           $ 35,166,666.50
--------------------------------------------------------------------------------
   Bank of America, N.A.                                  $ 35,166,666.50
--------------------------------------------------------------------------------
   Citicorp USA, Inc.                                     $ 23,500,000.00
--------------------------------------------------------------------------------
   Deutsche Bank AG New York Branch and/or                $ 23,500,000.00
   Cayman Islands Branch
--------------------------------------------------------------------------------
   Mellon Bank, N.A.                                      $ 23,500,000.00
--------------------------------------------------------------------------------
   The Sumitomo Bank, Limited                             $ 23,500,000.00
--------------------------------------------------------------------------------
   Societe Generale                                       $ 16,750,000.00
--------------------------------------------------------------------------------
   Wachovia Bank, N.A.                                    $ 16,750,000.00
--------------------------------------------------------------------------------
   The Royal Bank of Scotland Plc                         $ 16,750,000.00
--------------------------------------------------------------------------------
   National City Bank                                     $ 16,750,000.00
--------------------------------------------------------------------------------
   PNC Bank, National Association                         $ 16,750,000.00
--------------------------------------------------------------------------------
   The Bank of New York                                   $ 16,750,000.00
--------------------------------------------------------------------------------
   AGGREGATE COMMITMENT                                   $300,000,000.00
--------------------------------------------------------------------------------