<PAGE>

                                                                    Exhibit 10.1

                                                                  EXECUTION COPY

                           364-DAY CREDIT AGREEMENT

                         DATED AS OF NOVEMBER 10, 2000

                                   A M O N G

                            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.    Extension of Syndicated Loan Termination Date; Conversion to Term Loans.....................     14
        -----------------------------------------------------------------------
2.2.1.  Extension of Syndicated Loan Termination Date...............................................     14
        ---------------------------------------------
2.2.2.  Conversion to Term Loan.....................................................................     15
        -----------------------
2.3.    Required Payments; Termination..............................................................     15
        ------------------------------
2.4.    Ratable Loans...............................................................................     15
        -------------
2.5.    Types of Advances...........................................................................     16
        -----------------
2.6.    Facility Fee; Utilization Fee; Reductions in Aggregate Commitment...........................     16
        -----------------------------------------------------------------
2.7.    Minimum Amount of Each Advance..............................................................     16
        ------------------------------
2.8.    Optional Principal Payments.................................................................     16
        ---------------------------
2.9.    Method of Selecting Types and Interest Periods for New Advances.............................     17
        ---------------------------------------------------------------
2.10.   Conversion and Continuation of Outstanding Advances.........................................     17
        ---------------------------------------------------
2.11.   Changes in Interest Rate, etc...............................................................     18
        -----------------------------
2.12.   Rates Applicable After Default..............................................................     18
        ------------------------------
2.13.   Method of Payment...........................................................................     18
        -----------------
2.14.   Noteless Agreement; Evidence of Indebtedness................................................     19
        --------------------------------------------
2.15.   Telephonic Notices..........................................................................     19
        ------------------
2.16.   Interest Payment Dates; Interest and Fee Basis..............................................     20
        ----------------------------------------------
2.17.   Notification of Advances, Interest Rates, Prepayments and Commitment Reductions.............     20
        -------------------------------------------------------------------------------
2.18.   Lending Installations.......................................................................     20
        ---------------------
2.19.   Non-Receipt of Funds by the Administrative Agent............................................     20
        ------------------------------------------------
2.20.   Removal or Replacement of Lender............................................................     21
        -------------------------------

ARTICLE  III YIELD PROTECTION; TAXES................................................................     21
             -----------------------
3.1.    Yield Protection............................................................................     21
        ----------------
3.2.    Changes in Capital Adequacy Regulations.....................................................     22
        ---------------------------------------
3.3.    Availability of Types of Advances...........................................................     23
        ---------------------------------
3.4.    Funding Indemnification.....................................................................     23
        -----------------------
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                 <C>
3.5.    Taxes .....................................................................................   23
        -----
3.6.    Lender Statements; Survival of Indemnity...................................................   25
        ----------------------------------------

ARTICLE I V CONDITIONS PRECEDENT...................................................................   25
            --------------------
4.1.    Closing....................................................................................   25
        -------
4.2.    Each Advance...............................................................................   26
        ------------

ARTICLE V REPRESENTATIONS AND WARRANTIES...........................................................   26
          ------------------------------
5.1.    Existence and Standing.....................................................................   27
        ----------------------
5.2.    Authorization and Validity.................................................................   27
        --------------------------
5.3.    No Conflict; Government Consent ...........................................................   27
        -------------------------------
5.4.    Financial Statements.......................................................................   27
        --------------------
5.5.    Material Adverse Change....................................................................   28
        -----------------------
5.6.    Taxes......................................................................................   28
        -----
5.7.    Litigation and Contingent Obligations......................................................   28
         ------------------------------------
5.8.    Accuracy of Information....................................................................   28
        -----------------------
5.9.    Regulation U...............................................................................   28
        ------------
5.10.   Material Agreements........................................................................   28
        -------------------
5.11.   Compliance With Laws.......................................................................   29
        --------------------
5.12.   ERISA; Foreign Pension Matters.............................................................   29
        -----------------------------
5.13.   Plan Assets; Prohibited Transactions.......................................................   29
        ------------------------------------
5.14.   Environmental Matters......................................................................   29
        ---------------------
5.15.   Investment Company Act.....................................................................   29
        ----------------------
5.16.   Public Utility Holding Company Act.........................................................   29
        ----------------------------------
5.17.   Insurance..................................................................................   30
        ---------

ARTICLE VI COVENANTS...............................................................................   30
           ---------
6.1.    Financial Reporting........................................................................   30
        -------------------
6.2.    Use of Proceeds............................................................................   31
        ---------------
6.3.    Notice of Default..........................................................................   31
        -----------------
6.4.    Conduct of Business........................................................................   31
        -------------------
6.5.    Taxes......................................................................................   31
        -----
6.6.    Insurance..................................................................................   32
        ---------
6.7.    Compliance with Laws.......................................................................   32
        --------------------
6.8.    Maintenance of Properties..................................................................   32
        -------------------------
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>                                                                                                  <C>
6.9.    Inspection; Keeping of Books and Records....................................................    32
        ----------------------------------------
6.10.   Indebtedness................................................................................    32
        ------------
6.11.   Merger......................................................................................    33
        ------
6.12.   Sale of Assets..............................................................................    33
        --------------
6.13.   Liens.......................................................................................    33
        -----
6.14.   Synthetic Leases............................................................................    34
        ----------------
6.15.   Financial Covenants.........................................................................    34
        -------------------

ARTICLE VII DEFAULTS................................................................................    35
            --------
7.1.    Breach of Representations or Warranties.....................................................    35
        --------------------------------------
7.2.    Failure to Make Payments When Due...........................................................    35
        ---------------------------------
7.3.    Breach of Covenants.........................................................................    35
        -------------------
7.4.    Other Breaches..............................................................................    35
        --------------
7.5.    Default as to Other Indebtedness............................................................    35
        ---------------------------------
7.6.    Voluntary Bankruptcy; Appointment of Receiver; Etc..........................................    36
        --------------------------------------------------
7.7.    Involuntary Bankruptcy; Appointment of Receiver; Etc........................................    36
        ----------------------------------------------------
7.8.    Judgments...................................................................................    36
        ---------
7.9.    Unfunded Liabilities........................................................................    36
        --------------------
7.10    Other ERISA Liabilities.....................................................................    36
        -----------------------
7.11.   Environmental Matters.......................................................................    36
        ---------------------
7.12.   Change of Control...........................................................................    37
        -----------------

ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.........................................    37
             ----------------------------------------------
8.1.    Acceleration................................................................................    37
        ------------
8.2.    Amendments..................................................................................    37
        ----------
8.3.    Preservation of Rights......................................................................    38
        ----------------------

ARTICLE IX GENERAL PROVISIONS.......................................................................    38
           ------------------
9.1.    Survival of Representations.................................................................    38
        ---------------------------
9.2.    Governmental Regulation.....................................................................    38
        -----------------------
9.3.    Headings....................................................................................    38
        --------
9.4.    Entire Agreement............................................................................    38
        ----------------
9.5.    Several Obligations; Benefits of this Agreement.............................................    39
        -----------------------------------------------
9.6.    Expenses; Indemnification...................................................................    39
        -------------------------
9.7.    Numbers of Documents........................................................................    39
        --------------------
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                                     <C>
9.8.    Accounting....................................................................................     39
        ----------
9.9.    Severability of Provisions....................................................................     40
        --------------------------
9.10.   Nonliability of Lenders.......................................................................     40
        -----------------------
9.11.   Confidentiality...............................................................................     40
        ---------------
9.12.   Nonreliance...................................................................................     41
        -----------
9.13.   Disclosure....................................................................................     41
        ----------

ARTICLE X THE AGENTS..................................................................................     41
          ----------
10.1.   Appointment; Nature Relationship..............................................................     41
        --------------------------------
10.2.   Powers........................................................................................     41
        ------
10.3.   General Immunity..............................................................................     42
        ----------------
10.4.   No Responsibility for Loans, Recitals, etc....................................................     42
        ------------------------------------------
10.5.   Action on Instructions of Lenders.............................................................     42
        ---------------------------------
10.6.   Employment of Agents and Counsel..............................................................     42
        --------------------------------
10.7.   Reliance on Documents; Counsel................................................................     43
        ------------------------------
10.8.   Agents' Reimbursement and Indemnification.....................................................     43
        -----------------------------------------
10.9.   Notice of Default.............................................................................     43
        -----------------
10.10.  Rights as a Lender............................................................................     43
        ------------------
10.11.  Lender Credit Decision........................................................................     44
        ----------------------
10.12.  Successor Agents..............................................................................     44
        ----------------
10.13.  Agent and Arranger Fees.......................................................................     45
        -----------------------
10.14.  Delegation to Affiliates......................................................................     45
        ------------------------

ARTICLE XI SETOFF; RATABLE PAYMENTS...................................................................     45
           ------------------------
11.1.   Setoff........................................................................................     45
        ------
11.2.   Ratable Payments..............................................................................     45
        ----------------

ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.........................................     45
            -------------------------------------------------
12.1.   Successors and Assigns; Designated Lenders....................................................     45
        ------------------------------------------
12.1.1. Successors and Assigns........................................................................     45
        ----------------------
12.1.2. Designated Lenders............................................................................     46
        ------------------
12.2.   Participations................................................................................     47
        --------------
12.2.1. Permitted Participants; Effect................................................................     47
        ------------------------------
12.2.2. Voting Rights.................................................................................     47
        -------------
12.2.3. Benefit of Setoff.............................................................................     47
        -----------------
</TABLE>

                                      iv
<PAGE>

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

ARTICLE XIII NOTICES.....................................................................................   49
             -------
13.1.   Notices..........................................................................................   49
        -------
13.2.   Change of Address................................................................................   50
        -----------------

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

ARTICLE XV  CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.................................   50
            ------------------------------------------------------------
15.1.   CHOICE OF LAW....................................................................................   50
        -------------
15.2.   CONSENT TO JURISDICTION..........................................................................   50
        -----------------------
15.3.   WAIVER OF JURY TRIAL.............................................................................   50
        --------------------
</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>

                           364-DAY CREDIT AGREEMENT

     This 364-Day 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 Syndicated Loans of the same Type
and, in the case of Eurodollar Loans, for the same Interest Period.

     "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 364-Day 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, other than as a
result of conversion pursuant to Section 2.2.2 hereof, shall be based on the
                                 -------------
Aggregate Commitment immediately prior to such termination) and (2) the
"Aggregate Commitment" under and as defined in the 5-Year Credit Agreement
(which, after such "Commitments" have been terminated, 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 5-Year
Agreement.

     "Commitment" means, for each Lender, the obligation of such Lender to make
      ----------
Syndicated 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.

     "Commitment Termination Date" means the Syndicated Loan Termination Date or
      ---------------------------
any earlier date on which the Aggregate Commitment is reduced to zero or
otherwise terminated pursuant to the terms hereof (other than pursuant to
Section 2.2.2).
-------------

                                       4
<PAGE>

     "Consent Date" is defined in Section 2.2.1.
      ------------                -------------

     "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 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.
      ------------------------------                ------------

                                       5
<PAGE>

     "Conversion Date" is defined in Section 2.2.2.
      ---------------                -------------

     "Converted Loan Termination Date" means the date that is on the second
      -------------------------------
anniversary of the Conversion Date (or, if such date is not a Business Day, on
the immediately preceding Business Day).

     "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 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 11:00 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.

                                       6
<PAGE>

     "Eurodollar Loan" means a Syndicated 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.

     "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).
      ------------                --------------

     "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.

     "5-Year Credit Agreement" means the 5-Year Revolving 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.

                                       7
<PAGE>

     "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 Syndicated 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 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

                                       8
<PAGE>

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.

     "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.
                  ------------

     "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 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.
      ----                ------------

     "Notice to Convert" is defined in Section 2.2.2.
      -----------------                -------------

     "0bligations" means all Syndicated 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,

                                       9
<PAGE>

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.

     "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
      ---------------------------
aggregate principal amount of its Syndicated Loans outstanding at such time.

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

     "Payment Date" means the last day of each March, June, September and
      ------------
December, the Commitment Termination Date and the Converted Loan Termination
Date, if applicable.

     "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.

                                       10
<PAGE>

          "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 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, after the earlier of the Conversion
Date or the Commitment Termination Date, a fraction the numerator of which is
such Lender's Outstanding Credit Exposure and the denominator of which is the
aggregate outstanding amount of all Syndicated 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

                                       11
<PAGE>

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 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 or after the Conversion Date, 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).

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


                                       12
<PAGE>

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

          "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.

          "Syndicated 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). All references herein to Syndicated Loans
shall include such loans following a conversion thereof from revolving loans to
term loans pursuant to Section 2.2.2.
                       -------------

          "Syndicated Loan Termination Date" means November 9, 2001, or any
           --------------------------------
subsequent date to which the Syndicated Loan Termination Date has been extended
pursuant to the terms of Section 2.2.1.
                         -------------

          "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.

          "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.

                                       13
<PAGE>

          "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 earlier of the Conversion Date and the Commitment 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 Syndicated 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 Syndicated Loans at any time prior to the earlier of
the Conversion Date and the Commitment Termination Date, at which time,
Commitments to lend hereunder shall expire automatically.

          2.2.   Extension of Syndicated Loan Termination Date; Conversion to
                 ------------------------------------------------------------
                 Term Loans.
                 ----------

          2.2.1. Extension of Syndicated Loan Termination Date. The Aggregate
                 ---------------------------------------------
Commitment shall expire on the earlier of the Conversion Date and the Commitment
Termination Date. Within the period beginning fifty-nine (59) days and ending
thirty (30) days before the then effective Syndicated Loan Termination Date, the
Borrower may request in writing that the Syndicated Loan Termination Date be
extended for an additional period of 364 days, including the then effective
Syndicated Loan Termination Date as one of the days in the calculation of days
elapsed. Within twenty (20) days after such request (such 20/th/ day being the
"Consent Date"), each Lender may, in its sole discretion, agree to such
extension to a new Syndicated Loan Termination Date not more than 364 days
following such Consent Date by giving written notice

                                       14
<PAGE>

of such agreement to the Borrower and the Administrative Agent (and the failure
to provide such notice shall be deemed to be a decision not to extend). The
Commitment of each Lender that declines to extend with respect to the Aggregate
Commitment may, at the option of the Borrower, be replaced in accordance with
Section 12.3.1 (but only to the extent a replacement Lender is then available),
--------------
or the Aggregate Commitment shall be reduced by the amount of such non-extending
Lender's Commitment (it being understood that any Lender's failure to extend its
Commitment shall not result in an increase to any other Lender's Commitment
unless such other Lender voluntarily becomes a "Purchaser" under Section
                                                                 -------
12.3.1). All Obligations due to each Lender that declines to extend its
------
Commitment under this Section 2.2.1 shall be paid in full to the Administrative
                      -------------
Agent for the account of each such Lender on the then effective Syndicated Loan
Termination Date (without giving effect to any such requested extension
thereto). The Required Lenders (prior to giving effect to any reductions as a
result of non-extending Lenders) and the Borrower must agree to any extension
with respect to the Syndicated Loan Termination Date for any such extension to
become effective.

     2.2.2. Conversion to Term Loan. Up until and including the Commitment
            -----------------------
Termination Date, at the Borrower's option upon written notice (a "Notice to
Convert") to the Administrative Agent (who shall promptly notify each of the
Lenders), the Borrower may convert the then outstanding aggregate principal
amount of the Advances hereunder to a term loan. The Notice to Convert shall
expressly state the date on which such conversion shall occur (such date being
the "Conversion Date") and shall be irrevocable once given and shall constitute
a representation and warranty by the Borrower that the conditions contained in
Section 5.2 have been satisfied as of the Conversion Date. Upon delivery of such
-----------
Notice to Convert, (i) the Borrower's option to request extensions of the
Syndicated Loan Termination Date under Section 2.2.1 above and to borrow and
                                       -------------
reborrow Syndicated Loans hereunder shall terminate, (ii) the Aggregate
Commitment shall be reduced to zero, and (iii) the outstanding principal balance
of all Syndicated Loans hereunder shall be due and payable on the Converted Loan
Termination Date. All references in this Agreement to Syndicated Loans shall
include such loans as converted hereunder.

     2.3.   Required Payments; Termination. This Agreement shall be effective
            ------------------------------
until the Commitment Termination Date, or if the Borrower has elected to convert
the Advances hereunder to a term loan pursuant to Section 2.2.2, until the
                                                  -------------
Converted Loan Termination Date. Any outstanding Syndicated Loans and all other
unpaid Obligations shall be paid in full by the Borrower on the Commitment
Termination Date, or, if the Borrower has elected to convert the Advances
hereunder to a term loan pursuant to Section 2.2.2, the Converted Loan
                                     -------------
Termination Date. Notwithstanding the termination of this Agreement on the
Commitment Termination Date or the Converted Loan Termination Date, as
applicable, 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 shall consist of Syndicated
            -------------
Loans made from the several Lenders ratably in proportion to the ratio that
their respective Commitments bear to the Aggregate Commitment.

                                       15
<PAGE>

     2.5. Types of Advances. The Advances may be Syndicated 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.
                                            ------------     ----

     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) (or, from and after the
earlier of the Conversion Date or the Commitment Termination Date, such Lender's
average daily Outstanding Credit Exposure) from and including the Closing Date
to but excluding the date on which this 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. On any date from and after the Conversion Date, regardless of the amount
converted, 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. Prior to the Conversion Date, the
          ----------------------------------
Borrower may permanently reduce the Aggregate Commitment in whole, or in part
ratably among the Lenders in integral multiples of $10,000,000, 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 Syndicated Loans hereunder (other than a termination of such
obligations pursuant to Section 2.2.2).
                        -------------

     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 $l,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,

                                       16
<PAGE>

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.

     2.9.   Method of Selecting Types and Interest Periods for New Advances. 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 Syndicated Loan or
 Syndicated 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,

                                       17
<PAGE>

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

     (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. 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 Commitment Termination Date
 or, if the Borrower has elected to convert the Advances pursuant to Section
                                                                     -------
 2.2.2, the Converted Loan 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 Syndicated 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 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

                                       18
<PAGE>

Administrative Agent to such Lender in the same type 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 Syndicated 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 Syndicated 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 Syndicated Loans be evidenced by
 a promissory note representing its Syndicated Loans, substantially in the form
 of Exhibit D (each a "Note"). In such event, the Borrower shall prepare,
    ---------
 execute and deliver to such Lender such Note payable to the order of such
 Lender. Thereafter, the Syndicated 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 Syndicated 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.

                                       19
<PAGE>

          2.16. Interest Payment Dates; Interest and Fee Basis. Interest accrued
                ----------------------------------------------
 on each Floating Rate Advance 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 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, 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, 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 Syndicated 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 Syndicated 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 Syndicated Loans will be made by
it and for whose account Syndicated 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 Syndicated 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,

                                       20
<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 Syndicated 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 Syndicated
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 Syndicated 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:

                                       21
<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 Syndicated Loans or its Commitment to make Syndicated 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.

                                       22
<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

                                       23
<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

                                       24
<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 Syndicated 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.  The 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 Syndicated 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.

                                       25
<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 5-Year
             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 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 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 Syndicated Loans
hereunder (if different from the Closing Date) and thereafter on the Conversion
Date and on each date as required by Section 4.2 (other
                                     -----------

                                       26
<PAGE>

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

                                       27
<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 10-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 Syndicated 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.

                                       28
<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.

                                       29
<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

                                       30
<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. 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

                                       31
<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.

                                       32
<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 Umnatured 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.

                                       33
<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%).

                                       34
<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 Syndicated 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
               ---------------------------------
Syndicated Loan when due, or nonpayment of interest upon any Syndicated 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
5-Year 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 5-Year 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 5-Year Credit Agreement or the holder or holders of
such Material Indebtedness to cause, the 5-Year Credit Agreement or such
Material Indebtedness to become due prior to its stated maturity; or the
Indebtedness under the 5-Year 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.

                                       35
<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

                                       36
<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 VII

                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
Syndicated 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
Syndicated 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
Syndicated 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 Syndicated 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
                (except as expressly permitted by the terms of Section 2.2).
                                                               -----------

          (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.

                                       37
<PAGE>

          (iii)  Extend the Commitment Termination Date, the Syndicated Loan
                 Termination Date, the Converted Loan Termination Date or change
                 the amount or otherwise extend the term of the Commitment of
                 any Lender hereunder (except as expressly permitted by the
                 terms of Section 2.2).
                          -----------

          (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. 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 Syndicated Loan notwithstanding the existence of a Default or
 the inability of the Borrower to satisfy the conditions precedent to such
 Syndicated 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
 Syndicated 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.
             -------------

                                       38
<PAGE>

          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 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 Syndicated
 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

                                       39
<PAGE>

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
("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

                                       40
<PAGE>

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.
                                               ------------

          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
 Syndicated 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

                                       41
<PAGE>

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.

          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.

                                       42
<PAGE>

     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 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 Pro Rata Shares of the
Aggregate Commitment or, after the Commitment Termination Date or the Conversion
Date (whichever is earlier) of the Outstanding Credit Exposure (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 Syndicated 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

                                       43
<PAGE>

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.

     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

                                       44
<PAGE>

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 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 Syndicated 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 Syndicated Loans held by the other Lenders so that
after such purchase each Lender will hold its ratable proportion of Syndicated
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
Syndicated 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

                                       45
<PAGE>

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 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
   ------------
Syndicated 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 Syndicated Loan
or which holds any Note to direct payments relating to such Syndicated Loan or
Note to another Person. Any assignee of the rights to any Syndicated 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 Syndicated 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 Syndicated 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 Syndicated 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

                                       46
<PAGE>

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 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 Syndicated 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 Syndicated 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 Syndicated Loan or Commitment in which such
Participant has an interest which (i) extends the final maturity of any
Syndicated 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
Syndicated Loan or the related Commitment or (ii) extends the Commitment
Termination Date, the Syndicated Loan Termination Date or the Converted Loan
Termination Date (in the case of clause (i) or (ii), other than as expressly
                                 ----------    ----
permitted by Section 2.2).
             -----------

     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

                                       47
<PAGE>

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 ("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 $1,000,000 in
excess thereof or (ii) the remaining amount of the assigning Lender's Commitment
(calculated as at the date of such assignment) or, after the earlier of the
Conversion Date or the Commitment Termination Date, the remaining amount of the
assigning Lender's Outstanding Credit Exposure.

     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 Syndicated 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 Syndicated 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 Syndicated 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 (or,
after the earlier of the Conversion Date or the Commitment Termination Date,
their respective Outstanding Credit Exposure), as adjusted pursuant to such
assignment.

                                       48
<PAGE>

     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 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.
            ----------

                                       49
<PAGE>

          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.


                                  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

                                      50
<PAGE>

(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-1
<PAGE>

                                   MORGAN GUARANTY TRUST COMPANY
                                   OF NEW YORK, as the Administrative Agent 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
                                    8/th/ 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 Thiele
                                    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

<TABLE>
<CAPTION>
===============================================================================================================
                         Level I           Level II            Level III          Level IV           Level V
                         Status             Status               Status            Status             Status
---------------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>                  <C>                <C>                <C>
   Applicable             0.24%             0.305%                0.40%              0.50%              0.65%
     Margin
   (Eurodollar
      Rate)
----------------------------------------------------------------------------------------------------------------
   Applicable             0.06%              0.07%                0.10%             0.125%              0.15%
  Facility Fee
      Rate
</TABLE>

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
-------------------------------------------------------------------------------