<PAGE>
 
                                                                [CONFORMED COPY]

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                             THE MEAD CORPORATION



                                 $650,000,000

                               CREDIT AGREEMENT

                         Dated as of November 15, 1989

                             BANKERS TRUST COMPANY
                      THE FIRST NATIONAL BANK OF CHICAGO
                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK

                                 as Co-Agents

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<PAGE>
 

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

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
SECTION 1.  AMOUNTS AND TERMS OF LOANS..................................       1
                                                                           
     1.1    Commitments.................................................       1
     1.2    Amount of Each Borrowing; Number of Borrowings..............       2
     1.3    Notices of Borrowing........................................       2
     1.4    Disbursement of Funds.......................................       4
     1.5    The Notes...................................................       5
     1.6    Allocation of Borrowings....................................       6
     1.7    Interest....................................................       6
     1.8    Interest Periods............................................       7
     1.9    Increased Costs, Illegality, Etc............................       8
     1.10   Compensation................................................      10
     1.11   Special Payment Provisions..................................      10
     1.12   Fees........................................................      11
     1.13   Reductions and Terminations of Commitments..................      11
     1.14   Substitutions...............................................      12
     1.15   Election Revision...........................................      12
                                                                           
SECTION 2.  SPECIAL PROVISIONS APPLICABLE TO SPECIAL FACILITY LOANS        
              AND ACCEPTANCES...........................................      12
                                                                           
     2.1    Interest....................................................      12
     2.2    Interest Payment Dates......................................      12
     2.3    Overdue Payment of Principal and Interest...................      13
     2.4    Special Facility Interest Periods...........................      13
     2.5    Compensation................................................      13
     2.6    Acceptance Obligation.......................................      14
     2.7    Notices.....................................................      14
     2.8    Optional Currency Loans.....................................      14
                                                                           
SECTION 3.  PAYMENTS....................................................      14
                                                                           
     3.1    Payments on Non-Business Days...............................      14
     3.2    Voluntary Prepayments.......................................      14
     3.3    Method and Place of Payment, Etc............................      15
            Net Payments................................................      15
</TABLE> 

---------------
* This Table of Contents is for the convenience of the parties only and is not a
part of the attached Agreement.

                                      (i)
<PAGE>
 
<TABLE>
<CAPTION>
                                                                Page
                                                                ----
<S>         <C>                                                 <C>
SECTION 4.  CONDITIONS PRECEDENT............................     16

     4.1    Conditions to Effectiveness.....................     16
     4.2    Conditions to Each Loan.........................     17

SECTION 5.  AFFIRMATIVE COVENANTS...........................     18

     5.1    Furnish Financial Statements and Information,
              Etc...........................................     18
     5.2    ERISA...........................................     20
     5.3    Insurance.......................................     20
     5.4    Taxes, Charges, Etc.............................     21
     5.5    Property........................................     21
     5.6    Corporate Existence, Etc........................     21

SECTION 6.  NEGATIVE COVENANTS..............................     21

     6.1    Liens...........................................     21
     6.2    Indebtedness....................................     23
     6.3    Consolidation; Merger; Sale of Properties.......     24
     6.4    Sale and Leasebacks.............................     24
     6.5    Dividends.......................................     25

SECTION 7.  EVENTS OF DEFAULT...............................     25

SECTION 8.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS......     27

     8.1    Financial Information...........................     28
     8.2    No Violation....................................     28
     8.3    Corporate Status................................     28
     8.4    Taxes, Etc......................................     28
     8.5    Governmental Approvals..........................     29
     8.6    Compliance with ERISA...........................     29
     8.7    Regulations G, T, U and X.......................     29
     8.8    Dividends.......................................     29

SECTION 9.  AGENTS..........................................     30

     9.1    Appointment.....................................     30
     9.2    Nature of Duties................................     30
     9.3    Rights, Exculpation, Etc........................     30
     9.4    Reliance........................................     31

</TABLE>
                                     (ii)

<PAGE>
 
<TABLE>
<CAPTION>
                                                                Page
                                                                ----
<S>         <C>                                                 <C>
     9.5    Indemnification.................................     31
     9.6    The Agents, Individually........................     31
     9.7    Holders of Notes................................     32
     9.8    Resignation by an Agent.........................     32

SECTION 10. MISCELLANEOUS...................................     32

     10.1   Definitions.....................................     32
     10.2   Accounting Principles; Computations.............     45
     10.3   Exercise of Rights..............................     45
     10.4   Amendment and Waiver............................     46
     10.5   Expenses........................................     46
     10.6   Benefit of Agreement............................     47
     10.7   Descriptive Headings............................     47
     10.8   Notices, Requests, Demands......................     47
     10.9   Survival of Representations and Warranties......     48
     10.10  Governing Law; Submission to Jurisdiction.......     48
     10.11  Counterparts....................................     48
     10.12  Right of Setoff.................................     48
     10.13  Proration of Excess Payments....................     49
     10.14  Judgment Currency...............................     49

Exhibits:

A - Note
B - Opinion of Company's Counsel

Schedules:

 I    Indebtedness Percentage
II    Commitments
III - Existing Agreements
</TABLE>

                                     (iii)
<PAGE>
 
          CREDIT AGREEMENT, dated as of November 15, 1989, among THE MEAD 
CORPORATION, an Ohio corporation (the "Company"), the banks listed on Schedule 
II hereto (each a "Bank" and collectively, the "Banks") and BANKERS TRUST 
COMPANY, THE FIRST NATIONAL BANK OF CHICAGO and MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Co-Agents for the Banks to the extent and in the manner provided in
(S)9 below (in such capacity, each an "Agent" and together, the "Agents").


                             W I T N E S S E T H :
                             - - - - - - - - - -
                             
          WHEREAS, subject to and upon the terms and conditions set forth 
herein, the Banks are willing to make available to the Company the credit 
facility herein provided;

          NOW, THEREFORE, it is agreed:

                                   SECTION 1

                          AMOUNTS AND TERMS OF LOANS

          1.1 Commitments. (a) Subject to and upon the terms and conditions
              ------------
herein set forth, each Bank severally agrees, at any time and from time to time
prior to the Termination Date (all capitalized terms used herein shall have the
meaning specified therefor in (S)10.1 unless otherwise defined herein), to make
a loan or loans (each a "Loan" and collectively, the "Loans") to the Company,
which Loans may be repaid and borrowed in accordance with the provisions hereof
and shall, at the option of the Company, be Base Rate Loans, Fixed CD Rate
Loans, Eurodollar Loans or, in such Bank's sole discretion if the Company
requests, Special Facility Loans. Such Loans may, at the option of the Company
be Syndicate Loans or Commitment Loans or both, provided that, except as
provided in (S)1.9, all the Syndicate Loans made by all the Banks at any one
Borrowing hereunder must be either all Base Rate Loans, all Fixed CD Rate Loans
or all Eurodollar Loans and any Commitment Loan made by a Bank at any one
Borrowing hereunder must be a Base Rate Loan, Fixed CD Rate Loan or Eurodollar
Loan. The Loans (other than the Special Facility Loans) of any Bank shall not
exceed in aggregate principal amount at any time outstanding (including the
Dollar Equivalent of Loans made in Optional Currencies determined at the
Exchange Rate in effect on the date such Loan is made) an amount equal to such
Bank's Commitment, less the sum of (i) the outstanding Principal Component of
all Acceptances discounted by such Bank, and (ii) such Bank's ratable share at
such time of the outstanding principal amount of all Special Facility Loans.

          (b) Subject to and upon the terms and conditions herein set forth, 
each Bank severally may, in its sole discretion, at any time and from time to 
time prior to the Termination Date, extend credit to the Company by accepting 
drafts drawn by the Company on such Bank and


<PAGE>
 
discounting such accepted drafts (each draft accepted and discounted hereunder, 
an "Acceptance") at the Discount Rate. Each Bank shall follow its normal 
procedures in effecting any such acceptance and discount. The aggregate 
Principal Component of outstanding Acceptances discounted by each Bank shall not
exceed at any one time outstanding an amount equal to such Bank's Commitment 
less (i) the aggregate outstanding principal amount of the Loans made by such 
Bank and (ii) such Bank's pro rata share of the outstanding principal amount of 
Special Facility Loans (including the Dollar Equivalent of Special Facility 
Loans made in an Optional Currency determined at the Exchange Rate in effect on 
the date such Loan is made). No Acceptance shall mature after the Termination 
Date. It is understood and agreed that the foregoing shall not preclude the 
Company from requesting that any Bank accept and discount drafts drown on such 
Bank by the Company or otherwise extend credit to the Company, in each case not 
pursuant to this Agreement, and that any such acceptance of drafts or extension 
of credit shall not be deemed to be an Acceptance or Loan.

          1.2 Amount of Each Borrowing; Number of Borrowings. (a) The aggregate
principal amount of all Syndicate Loans made by all the Banks at any one
Borrowing and the aggregate principal amount of any Commitment Loan shall be not
less than $5,000,000 or, if greater, an integral multiple of $1,000,000,
provided that, except as provided in (S)1.9(b), the aggregate principal amount
of Fixed Rate Loans made at any one Borrowing shall not be less than $10,000,000
or, if greater, an integral multiple of $1,000,000.

          (b) The principal amount of each Special Facility Loan and the 
Principal Component of each Acceptance shall be as agreed upon by the Company 
and the Bank making such Special Facility Loan or discounting such Acceptance, 
provided that the aggregate principal amount of Special Facility Loans made by 
all Banks shall not exceed at any one time outstanding the Total Commitment less
(i) the aggregate principal amount of Loans (other than Special Facility Loans) 
and (ii) the outstanding Principal Component of all Acceptances discounted by 
all Banks.

          (c) The principal amount of each Commitment Loan shall not exceed the 
lesser of (i) the Unutilized Commitment of the Bank making such Loan and (ii) 
$50,000,000. If agreed to by the Company and the Bank making a Commitment Loan, 
such Loan may be made available in such Optional Currencies as agreed by the 
Company and such Bank, provided that no Bank shall have any obligation to make a
                       --------
Commitment Loan in an Optional Currency. The principal of and interest on each 
Commitment Loan made in an Optional Currency shall be paid only in such Optional
Currency.

          (d) The Company shall not be entitled to have more than 10 Borrowings 
of Syndicate Loans outstanding at any one time.

          1.3 Notices of Borrowing. (a) Whenever the Company desires to borrow
              --------------------
Syndicate Loans hereunder prior to the Termination Date, it shall give the
Paying Agent at the Notice Office written notice or telephonic


                                      -2-
     
<PAGE>
 
notice (confirmed promptly in writing) by no later than 10:00 A.M. (Chicago 
time) on the third Business Day next preceding the date of Borrowing. Each such
notice (a "Notice of Syndicate Borrowing") shall specify: (i) the aggregate
principal amount the Company desires to borrow hereunder, (ii) the date of
borrowing (which shall be a Business Day), (iii) whether the Syndicate Loans are
to be maintained as Base Rate Loans, Fixed CD Rate Loans or Eurodollar Loans,
(iv) the Interest Period to be applicable thereto and (v) the Outstanding
Utilization of each Bank. The Paying Agent shall promptly give each Bank
telephonic notice (confirmed promptly in writing) of the proposed borrowing, of
such Bank's proportionate share thereof and of the other matters (other than the
Outstanding Utilization of each Bank) covered by the Notice of Syndicate
Borrowing.

          (b) Whenever the Company desires to borrow a Commitment Loan from any
Bank prior to the Termination Date, it shall give such Bank and the Paying Agent
at the Notice Office written notice, or telephonic notice (confirmed promptly in
writing) by no later than 10:00 A.M. (local time) on the third Business Day next
preceding the date of Borrowing. Each such notice (a "Notice of Commitment
Borrowing") shall specify: (i) the aggregate principal amount the Company
desires to borrow with respect to such Commitment Loan (in U.S. dollars or, if
agreed, in the respective Optional Currency), (ii) the date the borrowing (which
shall be a Business Day), (iii) whether the Commitment Loan is to be maintained
as a Base Rate Loan, Fixed CD Rate Loan or Eurodollar Loan (iv) the Interest
Period to be applicable thereto, and (v) the Outstanding Utilization of such
Bank.

          (c) The Company shall have the right, whenever it desires to incur a
Special Facility Loan or to create Acceptances, to contact any or all of the
Banks separately to determine the Special Rate that would be applicable to a
Special Facility Loan made by such Bank or Banks for the interest period
requested by the Company or the Discount Rate that would be applicable to
Acceptances accepted and discounted by such Bank or Banks for the maturity
requested by the Company, as the case may be, and each Bank contacted by the
Company may, in its sole discretion, provides a quote of a Special Rate for such
interest period or the Discount Rate for such maturity, as the case may be. Each
notice requesting the determination of a Special Rate or Discount Rate hereunder
shall specify that such request is being made pursuant to the terms of this
Agreement. Each Bank shall separately agree with the Company from time to time
on the procedures to be utilized in making a request for Special Facility Loans
or Acceptances (including, without limitation, the notice period and the time
period during which the Special Rate or Discount Rate, if any, quoted by such
Bank shall remain available). Upon electing to incur a Special Facility Loan or
to create an Acceptance from one or more Banks the Company shall notify such
Bank or Banks in accordance with the aforesaid procedures established with such
Bank or Banks and shall give the Paying Agent written or telephonic (confirmed
in writing) notice thereof. In the case of a Special Facility Loan, such notice
to the Paying Agent shall specify the principal amount (in U.S. dollars or the
respective Optional Currency)

                                      -3-


<PAGE>
 
of such Special Facility Loan (and, if made in Optional Currency, the Dollar
Equivalent thereof on the date of Borrowing), the date of Borrowing, the Bank
from which incurred, the maturity thereof, and, if such Special Facility Loan is
to be made in an Optional Currency, the Optional Currency applicable thereto.
Subject to availability each Bank agrees to use its best efforts to make Special
Facility Loans and to create Acceptances, provided that it is understood that no
Bank shall be obligated to make Special Facility Loans or to create Acceptances
under this Agreement.

          (d) With respect to any Syndicate Loan made by the Banks hereunder,
unless the Company shall have given (x) a Notice of Syndicate Borrowing,
requesting that Syndicate Loans be made on the Interim Maturity Date for such
Syndicate Loan or (y) the Paying Agent written or telephonic notice (confirmed
in writing) prior to the 10:00 A.M. (Chicago time) on such Interim Maturity Date
of the Company's intent not to incur Syndicate Loans on such date, the Company
shall be deemed to have requested that the Banks make Syndicate Loans maintained
as Base Rate Loans to the Company on such Interim Maturity Date. With respect to
any Commitment Loan made by any Bank hereunder, unless the Company shall have
given (x) a Notice of Commitment Borrowing requesting that a Commitment Loan be
made by such Bank on the Interim Maturity Date for such Commitment Loan or (y)
the Paying Agent and such Bank written or telephonic notice (confirmed in
writing) prior to 10:00 A.M. (local time) on such Interim Maturity Date of the
Company's intent not to incur a Commitment Loan from such Bank on such date, the
Company shall be deemed to have requested that such Bank make a Commitment Loan
maintained as a Base Rate Loan to the Company on such Maturity Date. The Base
Rate Loans deemed requested by the Company pursuant to this (S)1.3(d) shall have
an Interest Period of 30 days and shall be in principal amount equal to (m) the
Syndicate Loans maturing on such date, in the case of Base Rate Loans deemed
requested pursuant to the first sentence hereof and (n) the Commitment Loans of
the relevant Bank maturing on such date, in the case of Base Rate Loans deemed
requested pursuant to the second sentence hereof.

          1.4 Disbursement of Funds. (a) No later than 12:00 Noon (Chicago time)
              ---------------------
on the date specified in each Notice of Syndicate Borrowing, each Bank will make
available its portion of the amount (determined in accordance with (S)1.6), if
any, by which the principal amount of the Syndicate Loans requested to be made
on such date exceeds the principal amount of the Syndicate Loans maturing on
such date in U.S. dollars and in immediately available funds, at the Payment
Office (for the account of such non-U.S. office of the Paying Agent as the
Paying Agent may direct in the case of Eurodollar Loans). The Paying Agent will
make available to the Company at the Payment Office the aggregate of the amounts
made available by the Banks against delivery to the Paying Agent at its Notice
Office, or at such other office as the Paying Agent may specify, of the
documents and papers as are provided for herein. The Paying Agent shall deliver
such documents and papers received by it for the account of each Bank to such
Bank or upon its order. To the extent that a Syndicate Loan of any Bank matures
on the

                                      -4-
<PAGE>
 
date of a requested Borrowing, such Bank shall apply the proceeds of the 
Syndicate Loan it is then making, to the extent thereof, to the repayment of 
such maturing Syndicate Loan.

          (b) No later than 12:00 Noon (local time) on the date specified in
each Notice of Commitment Borrowing delivered to a Bank with respect to a
Commitment Loan, such Bank will make available to the Company the amount, if
any, by which the principal amount of Commitment Loan requested to be made by
such Bank on such date exceeds the principal amount of the Commitment Loans made
by such Bank maturing on such date in U.S. dollars and in immediately available
funds, or in the case of a Commitment Loan made in an Optional Currency, in the
respective Optional Currency and in such funds as may be agreed upon by the
Company and such Bank, at the office of such Bank specified opposite its
signature hereto or at such other office as such Bank may designate to the
Company from time to time (each a "Bank Payment Office"). The amount of the
Commitment Loan will be made available to the Company at the Bank Payment Office
against delivery to such Bank at its Notice Office, or at such other office as
such Bank may specify, of the documents and papers as are provided for herein.
To the extent that a Commitment Loan made by any Bank matures on the date of a
requested Borrowing of a Commitment Loan from such Bank, such Bank shall apply
the proceeds of the Commitment Loan it is then making, to the extent thereof, to
the repayment of such maturing Commitment Loan.

          (c) No later than 12:00 Noon (local time) on each date for the making 
of a Special Facility Loan or the discount of Acceptances, the Bank making such 
Special Facility Loan or discounting such Acceptances shall make available to 
the Company the proceeds of such Special Facility Loan or the Principal 
Component of such Acceptances, as the case may be, in U.S. dollars and in 
immediately available funds, or, in the case of Loans made in Optional 
Currencies, in the respective Optional Currency and in such funds as may be 
agreed upon by the Company and such Bank, at the Bank Payment Office of such 
Bank.

          1.5 The Notes. The Company's obligation to pay the principal of, and 
              ---------
interest on, all Loans (including Special Facility Loans) made by each Bank
shall be evidenced by a promissory note substantially in the form of Exhibit A
hereto (each a "Note" and collectively for all Banks, the "Notes") with blanks
appropriately completed. Each Note shall: (i) be dated the Effective Date; (ii)
be in the original principal amount of the Commitment of such Bank evidenced
thereby; (iii) mature, in the case of each Loan evidenced thereby, on the
expiration of the Interest Period applicable thereto or, if earlier, on the
Termination Date; (iv) bear interest as provided in the appropriate clause of
(S)1.7 in respect of the Base Rate Loans, Fixed CD Rate Loans and Eurodollar
Loans, as the case may be, evidenced thereby, and (S)2, in the case of Special
Facility Loans, evidenced thereby; (v) be entitled to the benefits of this
Agreement; and (vi) have attached thereto a schedule ("Loan and Repayment
Schedule") substantially in the form of Schedule I to Exhibit A. At the time of
the making of each Loan and upon each payment of the principal of its Loans,
each Bank

                                      -5-


<PAGE>
 
shall, and is hereby authorized to, make a notation on the Loan and Repayment 
Schedule of the date and the amount of such Loan or such payment. Failure to 
make any notation with respect to the making of any Loan shall not limit or 
otherwise affect the obligation of the Company hereunder or under any Note with 
respect to any Loan, and payments of principal by the Company shall not be 
affected by the failure to make a notation thereof on said Schedules. Although 
each Note shall be dated the Effective Date, interest in respect thereof shall 
be payable only for the periods during which Loans are evidenced thereby and 
although the stated amount of each Note shall be equal to the Commitment of the
Bank holding same, each Note shall be enforceable with respect to the Company's
obligation to pay principal thereof only to the extent of the unpaid principal 
amount of the Loans evidenced thereby. Prior to the transfer of a Note pursuant 
to (S)10.6, each Bank agrees to record on the Loan and Repayment Schedule 
attached to such Note the initial principal amount of all Loans then evidenced
thereby, all payments of principal made to date of transfer in respect of such
Loans and the then accrued and unpaid interest on such Note.

          1.6 Allocation of Borrowings. All Syndicate Loans under this
              ------------------------
Agreement shall be made by the Banks simultaneously and in such amount as
necessary so that after giving effect thereto, to the extent possible, the
Outstanding Utilization of each Bank shall bear the same proportion to all
Outstanding Utilizations of all Banks as such Bank's Commitment bears to the
Total Commitments, it being understood, however, that the Company may, at its
option but subject to (S)1.1, incur Commitment Loans or Special Facility Loans
or create Acceptances from the Banks in such proportion as it may select. It is
understood that no Bank shall be responsible for any default by any other Bank
in fulfilling its obligations hereunder and that each Bank shall be obligated to
fulfill its obligations hereunder, regardless of the failure of any other Bank
to fulfill its obligations hereunder.

          1.7 Interest.  (a) The Company agrees to pay interest in respect of 
              --------
the unpaid principal amount of each Base Rate Loan on and from the date the 
proceeds thereof are made available to the Company until maturity (whether by 
acceleration or otherwise) at a rate per annum which shall equal the Base Rate
in effect from time to time.

          (b) The Company agrees to pay interest in respect of the unpaid 
principal amount of each Fixed CD Rate Loan on and from the date the proceeds 
thereof are made available to the Company until maturity (whether by 
acceleration or otherwise) at a rate per annum which shall equal 5/16 of 1% plus
the relevant Fixed CD Rate.

          (c) The Company agrees to pay interest in respect of the unpaid 
principal amount of each Eurodollar Loan on and from the date the proceeds 
thereof are made available to the Company until maturity (whether by
acceleration or otherwise) at a rate per annum which shall equal 3/16 of 1% plus
the relevant Quoted Rate.

                                      -6-
<PAGE>
 

          (d) Overdue principal and (to the extent permitted by law) overdue 
interest in respect of each Syndicate Loan and each Commitment Loan shall bear 
interest at a rate per annum equal to 1% plus the Base Rate in effect from time 
to time; provided, however, that no Loan shall bear interest after maturity at 
         --------
a rate per annum less than the rate of interest applicable thereto at maturity.

          (e)  Interest shall accrue from and including the date of any 
Borrowing to but excluding the date of any repayment thereof and shall be 
payable (x) in respect of each Base Rate Loan, quarterly in arrears on the last 
day of each March, June, September and December of each year, commencing the 
last day of December, 1989, and at maturity (whether by acceleration 
or otherwise), and (y) in respect of each Fixed Rate Loan, on the last day of 
each Interest Period applicable to such Loan, and in the case of an Interest 
Period in excess of three months on each three month anniversary of the initial 
date of such Interest Period and on any prepayment (on the amount prepaid), and 
at maturity (whether by acceleration or otherwise), and (z) in the case of all 
Loans, after maturity, on demand.

          (f)  The Paying Agent, upon determining the Fixed CD Rate or Quoted 
Rate for any Interest Period shall promptly notify the Company and the other 
Banks thereof by telephone (confirmed promptly in writing).

          1.8 Interest Periods. At the time it gives any Notice of Borrowing,
              ----------------
the Company shall have the right to elect, by giving the Paying Agent and, in
the case of Commitment Loans, the Bank making such Commitment Loan, at the
Notice Office written notice or telephonic notice (confirmed promptly in
writing), the interest period (each, together with any interest period
applicable to Special Facility Loans determined in accordance with (S)2.4, an
"Interest Period") applicable to such Loans, which Interest Period shall (x) in
the case of Fixed CD Rate Loans be either a 30-, 60-, 90- or 180-day (and,
subject to availability, 270- or 360-day) period, (y) in the case of Eurodollar
Loans be either a one-, two-, three-, six-, nine-, or twelve-month period and
(z) in the case of Base Rate Loans be a period of from 5 days to 180 days. The
Paying Agent shall promptly give similar notice to each Bank with respect to any
Syndicate Loan. The determination of Interest Periods shall be subject to the
following provisions:

          (i)  the Interest Period for any Loan shall commence on the date of 
     such Loan;

          (ii)  if any Interest Period would otherwise expire on a day which is
     not a Business Day, such Interest Period shall expire on the next
     succeeding Business Day; provided, however, that if any Interest Period in
                              -----------------
     respect of a Eurodollar Loan would otherwise expire on a day which is not a
     Business Day but is a day of the month after which no further Business Day
     occurs in such month, such Interest Period shall expire on the next
     preceding Business Day;

                                      -7-
<PAGE>
 
          (iii) no Interest Period in respect of the Loans shall extend beyond 
     the Termination Date; and
 
          (iv) if any Interest Period relating to a borrowing of Eurodollar
     Loans begins on a day for which there is no numerically corresponding day
     in the calendar month at the end of such Interest Period, such Interest
     Period shall end on the last Business Day of such calendar month.

          1.9 Increased Costs, Illegality, Etc. (a) In the event that any Bank 
              ---------------------------------
shall have determined (which determination shall, absent manifest error, be 
final and conclusive and binding upon all parties hereto and, with respect to 
all but the following clauses (ii)(x) and (iii), shall be made only after 
consultation with the Company and the Agents):

          (i) on any date for determining the Quoted Rate or Fixed CD Rate for
     any Interest Period, that by reason of any changes arising after the date
     of this Agreement affecting the interbank Eurodollar market or the
     secondary certificate of deposit market, as the case may be, or affecting
     the position of such Bank in either of such markets, adequate and fair
     means do not exist for ascertaining the applicable interest rate on the
     basis provided for in the definition of Quoted Rate or Fixed CD Rate, as
     the case may be; or

          (ii)(x) on any date for determining the Quoted Rate or Fixed CD Rate
     for any Interest Period, that by reason of the requirements of Regulation D
     (excluding all reserves required under Regulation D to the extent included
     in the computation of the Fixed CD Rate), (y) at any time, that by reason
     of any change since the date of this Agreement in any applicable law or
     governmental rule, regulation, guideline or order (or any interpretation
     thereof and including the introduction of any new law or governmental rule,
     regulation, guideline or order) and/or (z) on any date for determining the
     Quoted Rate, that by reason of other circumstances affecting such Bank or
     the interbank Eurodollar market or the position of such Bank in such market
     (such as for example but not limited to a change in the official reserve
     requirements to the extent not provided for in clause (ii)(x) above), the
     Quoted Rate or Fixed CD Rate, as the case may be, shall not represent the
     effective pricing to such Bank for funding or maintaining the affected
     Fixed Rate Loan; or

          (iii) at any time, that the making or continuance of any Eurodollar
     Loan has become unlawful by compliance by such Bank in good faith with any
     law, governmental rule, regulation, guideline or order, or has become
     impracticable as a result of a contingency occurring after the date of this
     Agreement which materially and adversely affects the interbank Eurodollar
     market;

then, and in any such event, such Bank shall on such date give notice (by 
telephone confirmed in writing) to the Company and to the Agents (which in all 
cases other than a determination pursuant to clause

                                      -8-
<PAGE>
 
(ii)(x) above the Paying Agent shall promptly give similar notice to the other 
Banks) of such determination. Thereafter (x) in the case of clauses (i) and (ii)
of this (S)1.9, the Company shall pay to such Bank, upon written demand 
therefor, such additional amounts (in the form of an increased rate of, or a 
different method of calculating, interest or otherwise as such Bank in its sole 
discretion shall determine) as shall be required to cause such Bank to receive 
interest with respect to its affected Fixed Rate Loan at a rate per annum which 
shall equal the effective pricing to the Bank to make or maintain such Fixed 
Rate Loan plus the then applicable Differential (a written notice as to 
additional amounts owed such Bank, showing the basis for the calculation 
thereof, submitted to the Company by such Bank shall, absent manifest error, be 
final and conclusive and binding upon all of the parties hereto) and (y) in the
case of clause (iii), take one of the actions specified in (S)1.10(b) as 
promptly as possible and, in any event, within the time period required by law.

          (b) At any time that any of its Fixed Rate Loans are affected by the 
circumstances described in (S)1.9(a), the Company may (and in the case of a 
Fixed Rate Loan affected by the circumstances described in (S)1.9(a)(iii) shall)
either (x) if the affected Fixed Rate Loan is then being made pursuant to a 
Notice of Borrowing, by giving the Paying Agent (and, with respect to Notice of 
Commitment Borrowing, the Bank to whom such Notice was given) telephonic notice 
(confirmed promptly in writing) thereof on the same date that the Company was 
notified by the Bank pursuant to (S)1.9(a) either (i) cancel said Borrowing, 
(ii) require the Bank or Banks to make the requested Fixed Rate Loans as Base 
Rate Loans or convert the outstanding Fixed Rate Loans into Base Rate Loans on
the first day of the affected Interest Period, or (iii) require the affected
Bank to make its Fixed Rate Loan as a Base Rate Loan, or (y) if the affected
Fixed Rate Loan or Loans are then outstanding, upon at least three Business
Days' written notice to the Paying Agent and the affected Bank, require the
affected Bank to convert each Fixed Rate Loan so affected into a Loan or Loans
of a different Type, provided that if more than one Bank is affected at any
time, then all affected Banks must be treated in the same manner pursuant to
this (S)1.9(b).

          (c) If any bank determines at any time that any applicable law or 
governmental rule, regulation, order or request (whether or not having the force
of law) concerning capital adequacy, or any change in interpretation or 
administration thereof by any governmental authority, central bank or comparable
agency, will have the effect of increasing the amount of capital required to be 
maintained by such Bank based on the existence of such Bank's Commitment 
hereunder or its obligations hereunder, then the Company shall pay to such Bank,
upon its written demand therefor, such additional amounts as shall be required 
to compensate such Bank for the increased cost or reduced rate of return to such
Bank as a result of such increase of capital. In determining such additional 
amounts, such Bank will act reasonably and in good faith and will use averaging
and attribution methods which are reasonable, provided that such Bank's
determination of compensation owning under this clause (c) shall, absent
manifest error, be final and conclusive

                                      -9-
<PAGE>
 

and binding on all the parties hereto. Any Bank, upon determining that any
additional amounts will be payable pursuant to this clause (c), (i) shall give
prompt written notice thereof to the Company within 90 days of the incurrence of
such costs, and (ii) shall as promptly as possible after the giving of such
notice notify the Company of such additional amounts due hereunder, which notice
shall show the basis for calculation of such additional amounts, although the
failure to so notify the Company under this clause (ii) shall not release or
diminish any of the Company's obligations to pay additional amounts pursuant to
this clause (c).

          1.10 Compensation. The Company shall compensate each Bank, upon its 
               -------------
written request (which request shall set forth the basis in reasonable detail 
for requesting such amounts), for all reasonable losses, expenses and 
liabilities (including, without limitation, any interest paid by such Bank to 
lenders of funds borrowed by it to make or carry its Fixed Rate Loans to the 
extent not recovered by such Bank in connection with the re-employment of such 
funds), which such Bank may sustain: (i) if for any reason (other than a default
by such Bank) a Borrowing of Fixed Rate Loans does not occur on a date specified
therefor in a Notice of Borrowing (whether or not withdrawn), (ii) if any 
prepayment of any of its Fixed Rate Loans occurs on a date which is not the last
day of an Interest Period applicable thereto, (iii) if any prepayment of any of 
its Fixed Rate Loans is not made on the date specified in a notice of prepayment
given by the Company, or (iv) as a consequence of (x) without duplication of any
amounts paid pursuant to (S)1.7(d), any other default by the Company to repay
its Fixed Rate Loans when required by the terms of this Agreement or (y) an
election made by the Company pursuant to (S)1.9(b).

          1.11 Special Payment Provisions. Unless the Paying Agent shall have 
               ---------------------------
been notified by any Bank prior to any date of a Borrowing that such Bank does 
not intend to make available to the Paying Agent such Bank's portion of the 
total amount of the Syndicate Loans to be made on such date (as determined in 
accordance with (S)1.6), the Paying Agent may (but shall not be obligated to) 
assume that such Bank has made such amount available to the Paying Agent on such
borrowing date and the Paying Agent may, in reliance upon such assumption, make 
available to the Company a corresponding amount. If such corresponding amount is
not in fact made available to the Paying Agent by such Bank, the Paying Agent 
shall be entitled to recover such corresponding amount on demand from such Bank,
which demand shall be made in a reasonably prompt manner. If such Bank does not
pay such corresponding amount forthwith upon the Paying Agent's demand therefor,
the Paying Agent shall promptly notify the Company and the Company shall pay 
such corresponding amount to the Paying Agent. The Paying Agent shall also be 
entitled to recover interest on such corresponding amount in respect of each day
from the date such corresponding amount was made available by the Paying Agent 
to the Company to the date such corresponding amount is recovered by the Paying 
Agent, (x) in the case of the Company at a rate per annum equal to the 
applicable rate provided in the appropriate clause of (S)1.8 for Base Rate 
Loans, Fixed CD Rate Loans or Eurodollar Loans, as the case may be and (y) in 
the case of the Banks, at the overnight Federal funds

                                     -10-
<PAGE>
 

rate in effect from time to time. Nothing herein shall be deemed to relieve any 
Bank from its obligation to fulfill its Commitment hereunder or to prejudice any
rights which the Company may have against any Bank as a result of any default by
such Bank hereunder.

          1.12 Fees. The Company agrees to pay to the Paying Agent for the
               -----
account of each Bank (i) a commitment commission (the "Commitment Commission")
for the period on and from the Effective Date until the Termination Date, or the
earlier termination in full of the Total Commitments, on the average daily
Unutilized Commitment of such Bank, computed at the rate of .025 of 1% per annum
and (ii) a facility fee (the "Facility Fee") for the period from the Effective
Date until the Termination Date, or the earlier termination in full of the Total
Commitments, on the full amount of the Commitment of such Bank, computed at the
rate of .125 of 1% per annum (such Commitment Commission and the Facility Fee
being referred to herein as the "Commissions"). Such Commissions are payable
quarterly in arrears on the fifth Business Day immediately succeeding the last
day of each March, June, September and December of each year, commencing the
last day of December, 1989, and on the Termination Date or, if earlier, the date
of termination in full of the Total Commitments. On the fifth Business Day 
immediately succeeding the last day of each March, June, September and December 
of each year, the Company shall pay to the Paying Agent at the Payment Office 
the aggregate Commissions then due and shall specify in writing which portion of
the amounts so paid shall be paid to each Bank.

          1.13 Reductions and Terminations of Commitments. The Company shall 
               -------------------------------------------
have the right, in its sole discretion, at any time and from time to time (i) 
upon at least three Business Days' prior written notice to the Paying Agent, to 
reduce the Total Commitment, in whole or in part in an aggregate amount of 
$5,000,000 or, if greater, in integral multiples of $1,000,000 or, if less, the 
amount of the Total Commitments, provided that (A) each such reduction shall be 
applied pro rata to the Commitment of each Bank and (B) no such reduction shall 
        --------
reduce the Commitment of any Bank below the Outstanding Utilization of such Bank
and (ii) upon at least 30 days prior notice to the Paying Agent and each
affected Bank, to terminate the Commitment of any Bank, in whole, in the event
that such Bank (A) has failed or refused to make available the full amount of
any Syndicate Loans or Commitment Loans as required by (SS)1.4(a) and 1.4(b),
(B) failed or refused to consent to any amendment, waiver, supplement,
restatement, discharge or termination of any provision of this Agreement when
requested by the Company pursuant to (S)10.4, (C) has been merged or
consolidated with, or transferred all or substantially all of its assets to, or
otherwise been acquired by, any Person, (D) has demanded that the Company pay
additional amounts to such Bank pursuant to (S)1.09(c) at a time when less than
a majority of the Banks have also demanded that the Company pay such additional
amounts or (E) at any time after the second anniversary of the Effective Date,
provided that all amounts owed to such Bank under this Agreement or the Notes
--------
(including without limitation accrued and unpaid Commissions and interest to the
Termination Date) shall have been paid in full, and provided further that, in
                                                    ----------------
the event that a Default or Event of Default shall have occurred and be
continuing, the termination of the Commitment of any

                                     -11-
<PAGE>
 
Bank pursuant to clause (ii) of this (S)1.13 shall not become effective until 
and unless a substitute bank or banks (which may be one or more of the Banks) 
with a Commitment in the aggregate equal to the Commitments of the Bank being 
terminated shall have become a party to this Agreement pursuant to (S)1.14.

          1.14  Substitutions. In the event that the Company shall deliver a 
                --------------
notice of reduction or termination of any Bank pursuant to clause (ii) of 
(S)1.13 or in the event that any Bank delivers a notice of termination of its 
Commitment pursuant to clause (i)(A) of the definition of "Termination Date" in 
this Agreement, then the Company shall have the right, which may be exercised in
its sole discretion from time to time, with the assistance of the Agents, to 
seek a substitute bank or banks (which may be one or more of the Banks) to 
purchase any outstanding Notes of such Bank and assume the Commitment of such 
Bank, and such substitute bank or banks shall become a party hereto with respect
to such Notes and such Commitment upon execution such supplements hereto as the 
Company and Agents shall require.

          1.15  Election Revision. At any time after the Company has given the 
                ------------------
Paying Agent a Notice of Borrowing in respect of Fixed CD Rate Loans or 
Eurodollar Loans or has selected an Interest Period pursuant to (S)1.8, as the 
case may be, and (x) prior to the close of business on the third Business Day 
preceding the first day of the Interest Period applicable to such Eurodollar 
Loans or (y) prior to the close of business on the Business Day preceding the 
first day of the Interest Period applicable to such Fixed CD Rate Loans, the 
Company shall have the right to notify the Paying Agent, each Bank in the case 
of Syndicate Loans and the affected Bank in the case of Commitment Loans (by 
telephone, confirmed promptly in writing) that it no longer elects to incur, or 
to continue, such Fixed CD Rate Loans or Eurodollar Loans, as the case may be. 
Pursuant to such notice, the Company shall withdraw such Notice of Borrowing or,
at its option, convert such Notice into one request Base Rate Loans in equal 
principal amount. No amounts shall be payable pursuant to (S)1.10 as a result of
any notice withdrawal or conversion or Loan conversion effected in compliance 
with this (S)1.15.

                                   SECTION 2

                       SPECIAL PROVISIONS APPLICABLE TO
                    SPECIAL FACILITY LOANS AND ACCEPTANCES

          2.1 Interest. The Company agrees to pay interest in respect of the 
              ---------
unpaid principal amount of each Special Facility Loan incurred from each Bank on
and from the date the proceeds thereof are made available to the Company until 
maturity (whether by acceleration or otherwise) at a rate per annum which shall 
be such Bank's Special Rate for such Loan.

          2.2 Interest Payment Dates. Interest in respect of each Special 
              -----------------------
Facility Loan shall be payable on the expiration of each Interest Period 
applicable to such Special Facility Loan and at maturity (whether by 
acceleration or otherwise).

                                     -12-
<PAGE>
 
          2.3  Overdue Payment of Principal and Interest. Overdue principal of,
               ------------------------------------------
and (to the extent permitted by law) overdue interest in respect of, all Special
Facility Loans and all Acceptances shall bear interest, payable on demand, at a
rate per annum that shall be 1% in excess of the Base Rate in effect from time
to time; provided, however, that no Special Facility Loan or Acceptance shall
         --------- --------
bear interest after maturity at a rate per annum less than the rate of interest
applicable thereto at maturity or the Discount Rate at which such Acceptance was
discounted, as the case may be.

          2.4  Special Facility Interest Periods. When it requests a Bank to
               ----------------------------------
make a Special Facility Loan, the Company shall specify to such Bank the
Interest Period to be applicable to such Loan, which Interest Period shall be as
agreed upon by the Company and such Bank; provided, however, that (i) no
                                          --------- -------- 
Interest Period shall extend beyond the Termination Date, (ii) if any Interest
Period would otherwise expire on a day which is not a Business Day, such
Interest Period shall expire on the next succeeding Business Day and (iii)
unless otherwise agreed by the Bank making the Loan, no Interest Period in
respect of such Loan shall be longer than 90 days. No Special Facility Loan
shall be extended for an additional Interest Period, provided that the Company
shall have the right pursuant to (S)1.3(c), but subject to the terms and
conditions hereof, to incur a Special Facility Loan or Loans from one or more
Banks (including the Bank that made the maturing Special Facility Loan) to
replace such maturing Special Facility Loan, and provided, further, that if upon
the maturity of a Special Facility Loan the Company requests the Bank which made
the same to make a new Special Facility Loan in the amount of such maturing
Special Facility Loan and such Bank notifies the Company that it is not able as
a result of unavailability to make such new Special Facility Loan, then the
Company shall have the right by telephonic notice to such Bank to convert the
maturing Special Facility Loan into a Base Rate Loan from such Bank effective on
the maturity date of such Special Facility Loan, which Base Rate Loan shall have
an aggregate principal amount equal to the aggregate principal amount of the
Special Facility Loan maturing on such date and shall have an Interest Period of
30 days.

          2.5  Compensation. The Company shall compensate each Bank, upon 
               -------------   
written request by such Bank (which request shall set forth in reasonable detail
the basis for requesting such amounts), for all reasonable losses, expenses and
liabilities (including, without limitation, any interest paid by such Bank to
lenders of funds borrowed by it to make or carry its Special Facility Loans to
the extent not recovered by such Bank in connection with the re-employment of
such funds) which such Bank may sustain: (i) if for any reason (other than a
default by such Bank) a borrowing of any Special Facility Loan does not occur on
a date specified therefor in a notice of borrowing delivered by the Company
pursuant to (S)1.3(c), (ii) if any repayment of its Special Facility Loans
occurs on a date which is not the last day of an Interest Period applicable
thereto, or (iii) without duplication of any amounts paid pursuant to (S)2.3, as
a consequence of any other default by the

                                     -13-
<PAGE>
 
Company to repay its Special Facility Loans when required by the terms of this
Agreement.

          2.6  Acceptance Obligation. The Company hereby unconditionally agrees
               ----------------------
to pay each Bank in immediately available funds the face amount of each
Acceptance created by such Bank on the maturity date thereof or on such earlier
date as may be required pursuant to the other provisions of this Agreement.

          2.7  Notices. Within 10 Business Days after the end of each calendar
               --------
month, so long as any Loans are outstanding under this Agreement, the Company
hereby agrees that it will give the Paying Agent written notice of the average
daily Unutilized Commitment during such month and the Unutilized Commitment on
the last day of such month.

          2.8  Optional Currency Loans. Special Facility Loans may, in a Bank's
               ------------------------
sole discretion, be made available in U.S. dollars or such Optional Currencies
as may be agreed upon by the Company and such Bank. The principal of and
interest on each Special Facility Loan made in an Optional Currency shall be
paid only in such Optional Currency.

                                   SECTION 3

                                   PAYMENTS
          
          3.1  Payments on Non-Business Days. Whenever any payment to be made
               ------------------------------
hereunder or under any Note or Acceptance shall be stated to be due on a day
which is not a Business Day, the due date thereof shall be extended to the next
succeeding Business Day and, if a payment of principal has been so extended,
interest shall be payable on such principal at the applicable rate during such
extension; provided, however, in the event that the day on which any such
           --------- -------- 
payment relating to a Eurodollar Loan is due is not a Business Day but is a day
of the month after which no further Business Day occurs in such month, then the
due date thereof shall be the next preceding Business Day.

          3.2  Voluntary Prepayments. The Company shall have the right to prepay
               ---------------------- 
the Loans, in whole or in part, without premium or penalty, from time to time
pursuant to this (S)3.2 on the following terms and conditions: (i) the Company
shall give the Paying Agent and, with respect to any Commitment Loan or Special
Facility Loan, the Bank making such Loan, at the Notice Office at least three
Business Days', in the case of a prepayment of Fixed Rate Loans, and one
Business Days', in the case of a prepayment of Base Rate Loans, prior written
notice or telephonic notice (confirmed promptly in writing) of its intent to
prepay the Loans, the amount of such prepayment and what Types of Loans are to
be prepaid, which notice the Paying Agent shall promptly transmit to each of the
Banks with respect to a prepayment of a Syndicate loan; (ii) each prepayment of
Base Rate Loans shall be in a principal amount of $5,000,000 (or the amount then
remaining outstanding in respect of any Borrowing) and each prepayment of Fixed
Rate Loans made pursuant to a single Borrowing shall be in a principal amount of
$10,000,000,000 (or the


                                     -14-

<PAGE>
 
amount then remaining outstanding in respect of any Borrowing) or in the case of
all Loans if greater, an integral multiple of $1,000,000; (iii) each prepayment
in respect of Syndicate Loans made pursuant to one Borrowing shall be applied
pro rata among the Banks on the basis of such Syndicate Loans; (iv) after giving
--- ----
effect to any prepayment, the outstanding principal amount of Fixed Rate Loans
made pursuant to a single Borrowing shall not be less than $10,000,000; and (v)
at the time of any prepayment of Fixed Rate Loans or Special Facility Loans, the
Company shall pay all interest accrued on the principal amount of said
prepayment. It is understood that each prepayment of Fixed Rate Loans shall be
subject to (S)1.10.

          3.3  Method and Place of Payment, Etc. (a) Except for payments in
               --------------------------------- 
respect of Commitment Loans, Special Facility Loans and Acceptances, all
payments under this Agreement shall be made to the Paying Agent for the pro rata
                                                                        --- ----
benefit (on the basis of the category of obligation then being paid, i.e.,
                                                                     ----
principal, interest or Fees) of all Banks, not later than 12:00 Noon (Chicago
time) on the date when due and shall be made in freely transferable U.S. dollars
and in immediately available funds at the Payment Office (for the account of
such non-U.S. office of the Paying Agent as the Paying Agent may from time to
time direct, if such payment is made in respect of principal of or interest on
any Eurodollar Loan). Unless the Paying Agent shall have been notified by the
Company prior to the date on which any payment to be made by the Company
hereunder is due that the Company does not intend to remit such payment, the
Paying Agent may, at its discretion, assume that the Company has remitted such
payment when so due and the Paying Agent may, at its discretion and in reliance
upon such assumption, make available to each Bank with respect to a Syndicate
Loan (or to the appropriate Bank in the case of a Commitment Loan) on such
payment date (for the account of its Eurodollar Office or CD Office in the case
of payments in respect of Eurodollar Loans or Fixed CD Rate Loans, as the case
may be) an amount equal to such Bank's share of such assumed payment. If the
Company has not in fact remitted such payment to the Paying Agent, each such
Bank shall forthwith on demand repay to the Paying Agent the amount of such
assumed payment made available to such Bank together with interest thereon in
respect of each day from and including the date such amount was made available
by the Paying Agent to such Bank to the date such amount is repaid to the Paying
Agent at the overnight Federal Funds rate in effect from time to time.

          (b)  All payments in respect of Commitment Loans, Special Facility
Loans and Acceptances shall be made to the relevant Bank not later than 12:00
Noon (local time) on the date when due and shall be made in U.S. dollars and in
immediately available funds, or, in the case of a Loan made in an Optional
Currency, in the respective Optional Currency and in such funds as may be agreed
upon by the Company and such Bank, at the relevant Bank Payment Office.

          3.4  Net Payments. All payments under this Agreement shall be made
               -------------
without set-off or counterclaim and in such amounts as may be necessary in order
that all such payments (after deduction or


                                     -15-
<PAGE>
 
withholding for or on account of any present or future taxes, levies, imposts,
duties or other charges of whatsoever nature imposed by any government or any
political subdivision or taxing authority thereof, other than any tax on or
measured by the net income of a Bank pursuant to the income tax laws of the
United States or the jurisdictions where such Bank's principal or lending
offices are located (collectively, the "Taxes")) shall not be less than the
amounts otherwise specified to be paid under this Agreement and the Notes. A
certificate as to any additional amounts payable to any Bank under this (S)3.4
submitted to the Company by such Bank shall show in reasonable detail the amount
payable and the calculations used to determine in good faith such amount and
shall, absent manifest error, be final, conclusive and binding upon all parties
hereto. With respect to each deduction or withholding for or on account of any
Taxes, the Company shall promptly furnish to each Bank such certificates,
receipts and other documents as may be required (in the judgment of such Bank)
to establish any tax credit to which such Bank may be entitled. Without in any
way affecting any of its rights under this (S)3.4, each Bank agrees that, upon
its becoming aware that any of its present or future Loans under this Agreement
would be subject to deduction or withholding for Taxes, it will promptly notify
the Company thereof in writing and will use reasonable efforts to avoid or
reduce the amount of such Taxes (it being understood that no Bank shall be
obligated to take any action which would violate law or subject such Bank to any
potential liability or cost).

                                   SECTION 4

                             CONDITIONS PRECEDENT

          4.1  Conditions to Effectiveness. This Agreement shall become
               ----------------------------
effective on the date (the "Effective Date") on which all of the following
conditions have been satisfied (at which time the Agents shall so notify all the
parties hereto):

          (a)  Execution. Each of the Banks and the Company shall have signed
               ----------
     counterpart copy hereof and shall have delivered the same to an Agent or
     (in the case of the Banks) shall have notified an Agent in writing that the
     same has been signed and mailed to it.

          (b)  No Default. On the Effective Date and after giving effect to the
               -----------
     effectiveness of this Agreement, there shall exist no Default or Event of
     Default.

          (c)  Representations and Warranties. On the Effective Date and after
               -------------------------------
     giving effect to the effectiveness of this Agreement, all representations
     and warranties contained herein or otherwise made in writing in connection
     herewith shall be true and correct with the same force and effect as though
     such representations and warranties had been made as of such time.

          (d)  Notes. There shall have been delivered to the Paying Agent for
               ------   
     delivery to each Bank the appropriate Note payable to the order of such
     Bank in the amount and as otherwise provided for in (S)1.

                                     -16-

<PAGE>
 
          (e)  Opinion of Counsel for Company. On the Effective Date, the Agents
               -------------------------------   
     shall have received from counsel to the Company (which may include in-
     house counsel) a favorable opinion, in sufficient counterparts for each of
     the Banks and dated the Effective Date, (x) substantially in the form of
     Exhibit B hereto and (y) covering such other matters as the Agents or the
     Required Banks may reasonably request.

          (f)  Opinion of Counsel for Banks. On the Effective Date, the Agents
               ----------------------------- 
     shall have received in sufficient counterparts for each of the Banks an
     opinion of White & Case, Special Counsel for the Banks, dated the Effective
     Date, to the effect that the legal opinion and certificate delivered
     pursuant to (SS)4.1.(e) and (g) are substantially responsive to the
     requirements of such Sections.

          (g)  Certificate. On the Effective Date, the Agents shall have
               ------------
     received a certificate, dated the Effective Date and executed by the
     Chairman of the Board, the President, any Vice President or the Treasurer
     of the Company, stating that all the conditions specified in (SS)4.1(b)
     and (c) are then satisfied.

          (h)  Documentation and Proceedings. All corporate and legal
               ------------------------------   
     proceedings and all instruments in connection with the transactions
     contemplated by this Agreement shall be satisfactory in form and substance
     to the Agents, and the Agents shall have received all information and
     copies of all documents that it has requested, such documents where
     appropriate to be certified by proper corporate or governmental
     authorities.

          (i)  Existing Agreements. Each of the Existing Agreements shall have
               --------------------    
     been terminated in accordance with the terms thereof, and all amounts then
     owed by the Company thereunder shall have been paid in full. Each Bank
     which is a party to an Existing Agreement hereby consents and agrees that
     such Existing Agreement shall be terminated on and as of the Effective Date
     of this Agreement provided that all amounts owed by the Company to such
     Bank thereunder shall have been paid in full.

          4.2  Conditions to Each Loan. The obligation of each Bank to make
               ------------------------   
     Loans and to create Acceptances hereunder (each a "Credit Utilization") is
     subject, at the time of each Credit Utilization (except as hereinafter
     indicated), to the satisfaction of the following conditions, with each
     Credit Utilization constituting a representation and warranty by the
     Company that the conditions specified in (SS)4.2(a) and (b) below are
     then satisfied:

          (a)  No Default. At the time of each Credit Utilization and after
               -----------
     giving effect thereto, there shall exist no Default or Event of Default.


                                     -17-














      



<PAGE>
 
          (b)  Representations and Warranties.  At the time of each Credit
               -------------------------------      
     Utilization and after giving effect thereto, all representations and
     warranties contained herein or otherwise made in writing in connection
     herewith shall be true and correct with the same force and effect as though
     such representations and warranties had been made as of such time.

          (c)  Opinion of Counsel for the Company.  At the time of any Credit
               ----------------------------------- 
     Utilization if reasonably requested by the Required Banks, the Agents shall
     have received, in sufficient copies for each Bank, an opinion (in form and
     substance satisfactory to the Agents) of counsel to the Company (which may
     include in-house counsel) covering such matters incident to the
     transactions herein contemplated as the Required Banks may reasonably
     request.

                                   SECTION 5

                             AFFIRMATIVE COVENANTS

          While this Agreement is in effect and until all indebtedness hereunder
and under the Notes and the Acceptances shall have been paid in full, the 
Company agrees that it will, except to the extent waived in writing by 
the Required Banks:

          5.1 Furnish Financial Statements and Information, Etc.  Furnish to 
              --------------------------------------------------
each Bank:

          (a) within 120 days after the close of each of the Company's fiscal
     years, the balance sheets of the Company and its consolidated Subsidiaries
     as of the end of such period and the related consolidated statements of
     profit and loss, share owners' equity and cash flows prepared in accordance
     with generally accepted accounting principles for such year and the
     preceding year, together with the report of the Company's independent
     certified public accountants;

          (b) within 60 days after the close of each of the first three quarters
     of each of the Company's fiscal years, a balance sheet of the Company and
     its consolidated Subsidiaries as of the last day of such quarter, together
     with consolidated statements of profit and loss and cash flows (which
     statements shall be prepared in accordance with quarterly reporting
     requirements of the Securities and Exchange Commission applicable to the
     Company), all of which shall be certified by the Controller, or the chief
     financial officer, of the Company;

          (c) within 60 days after the close of the first three quarters of
     each of the Company's fiscal years, and within 120 days after the close of
     each fiscal year, quarterly and annual consolidated summary financial
     statements for Northwood Forest Industries Limited so long as the Company
     shall own, directly or indirectly, at least 50% of the voting stock
     thereof;

                                     -18-
<PAGE>
 

          (d) as soon as available, copies of all proxy statements submitted by
     the Company to its shareholders and of all periodic reports filed by the
     Company with the Securities and Exchange Commission;

          (e) within 60 days after the close of each of the first three
     quarters, and within 120 days after the close of the fourth quarter, of
     each of the Company's fiscal years, statements, certified by the
     Controller, or the chief financial officer, of the Company, (i) that the
     Company is in complete compliance with the limitations on Funded Debt
     contained in (S)6.2 hereof, which certificate shall set forth, in the form
     set forth in Schedule I attached hereto, the computation made in connection
     therewith, and (ii) of inventory adjustments which state inventories at
     less than the lower of current cost or market;

          (f) immediately after the Company obtains knowledge thereof, notice of
     any event which constitutes a Default or an Event of Default (such notice
     to specify the nature thereof, the period of existence thereof and the
     action that is proposed to be taken with respect thereto);

          (g) together with the financial statements required to be delivered
     pursuant to clause (a) above, a letter which conforms to professional
     pronouncements promulgated by the American Institute of Certified Public
     Accountants) from the firm of independent certified public accountants
     which reported on such financial statements to the effect that in the
     course of, and based solely upon, their audit of such financial statements
     nothing has come to their attention to cause them to believe that there
     existed on the date of such statements any Default or Event of Default
     under (SS)6.2, 6.5, 7.1 or 7.2 or, if in the opinion of such accountants
     any such Default or Event of Default exists, the statement shall state its
     nature and length of time it has existed, provided that, for purposes of
     the definition of "Indebtedness" in this Agreement, such firm shall rely
     solely on information provided by the Company as to the items included in
     clause (i) of such definition; and

          (h) such other information as any Bank may from time to time
     reasonably request, including but not limited to, the computation made in
     connection with any certificate furnished pursuant to this (S)5.1, which
     computation shall be furnished to such Bank within 15 days of any request
     therefor, but in any event excluding such information that counsel to the
     Company shall have advised the Company in a written opinion should not be
     disclosed to any Bank because such disclosure is reasonably likely to
     result in the waiver of the attorney-client privilege with respect to such
     information or is reasonably likely to result in a violation of applicable
     laws;

and will permit the duly authorized representatives of any Bank at all
reasonable times to examine the books and records of the Company and its
Subsidiaries, and take memoranda and extracts therefrom; provided, that
information, including financial information, which is non-public and
confidential or proprietary in nature, disclosed to any Bank (as a

                                     -19-
<PAGE>
 

result of any examination of the books and records of the Company and its
Subsidiaries or pursuant to (S)5.1(h) or otherwise) will be kept confidential
and will not, without the prior written consent of the Company, be disclosed in
any manner whatsoever, in whole or in part, except that such Bank shall be
permitted to disclose such information (i) to any regulatory agencies having
jurisdiction over such Bank in connection with their regulating functions and
(ii) as required by law or court order, or in connection with any investigation
or proceeding arising out of the transactions contemplated by this Agreement.

          5.2 ERISA. As soon as possible and, in any event, within 10 days after
              ------
the Company or any Subsidiary knows or has reason to know any of the following, 
the Company will deliver to each of the Banks a certificate of the chief 
financial officer of the Company setting forth details as to such occurrence and
such action, if any, which the Company, such Subsidiary or such ERISA affiliate 
is required or proposes to take, together with any notices required or proposed 
to be given to or filed with or by the Company, the Subsidiary, ERISA Affiliate,
the PBGC, a Plan participant or the Plan Administrator with respect thereto: 
that a Reportable Event has occurred, that an accumulated funding deficiency has
been incurred or an application has been made to the Secretary of the Treasury 
for a waiver or modification of the minimum funding standard (including any 
required installment payments) or an extension of any amortization period under 
Section 412 of the Code with respect to a Plan, that a Plan has been terminated,
reorganized, partitioned or declared insolvent under Title IV of ERISA, that a 
Plan has an Unfunded Current Liability giving rise to a lien under ERISA, that 
proceedings have been instituted by the PBGC to terminate a Plan, that a 
proceeding has been instituted pursuant to Section 515 of ERISA to collect a 
delinquent contribution to a Plan, or that the Company, any Subsidiary or any
ERISA Affiliate will incur any liability (including any contingent or secondary
liability) to or on account of the termination of or withdrawal from a Plan
under Section 4062, 4063, 4064, 4201 or 4204 of ERISA. At the request of any 
Bank, the Company will deliver to such Bank a complete copy of the annual report
(Form 5500) of each Plan required to be filed with the Internal Revenue Service.
In addition to any certificates or notices delivered to the Banks pursuant to 
the first sentence hereof, copies of annual reports and any other notices 
received by the Company or any Subsidiary required to be delivered to the Banks 
hereunder shall be delivered to the Banks no later than 10 days after the later 
of the date such report or notice has been filed with the Internal Revenue 
Service or the PBGC, given to Plan participants or received by the Company or 
the Subsidiary.

          5.3 Insurance. Insure and keep insured, and cause each Subsidiary to 
              ----------
insure and keep insured, with good and responsible insurance companies, all of 
its and their property of an insurable nature (including, without limitation, 
all buildings, machinery, plants, equipment, fixtures and inventories of raw 
materials, goods in process and completed goods) against fire and other 
casualties in such manner and to the extent that like properties are usually 
insured by others operating plants and properties of a similar character in the 
same

                                     -20-
<PAGE>
 
locality (provided, however, the Company may maintain self-insurance in
connection with the foregoing property insurance requirements in accordance with
sound business practice), and insure and keep insured, and cause each Subsidiary
to insure and keep insured, at all times with good and responsible insurance
companies or pursuant to self-insurance maintained in accordance with sound
business practice against liability on account of damage to Persons or property
and under all applicable workers' compensation laws.

          5.4 Taxes, Charges, Etc. Duly pay and discharge, or cause to be paid 
              --------------------
and discharged, when due, all taxes, assessments and other governmental charges
imposed upon it or any Subsidiary and its and their properties, or any part
thereof or upon the income or profits therefrom, as well as all claims for
labor, materials or supplies which if unpaid might by law become a lien or
charge upon any property of the Company or any Subsidiary, except such items as
are being in good faith appropriately contested by the Company or any Subsidiary
and for which adequate reserves are being maintained in accordance with
generally accepted accounting principles.

          5.5 Property.  Maintain, preserve and keep its own and all 
              ---------
Subsidiaries, principal plants and properties and every part thereof in good 
repair, working order and condition and from time to time make all needful and 
proper repairs, renewals, replacements, additions, betterments and improvements 
thereto so that all times the efficiency thereof shall be fully preserved and 
maintained.

          5.6  Corporate Existence, Etc.  Maintain its corporate existence and 
               -------------------------
comply, and cause each Subsidiary to comply, with all valid and applicable 
statutes, rules and regulations.

                                   SECTION 6

                              NEGATIVE COVENANTS

          While this Agreement is in effect and until all indebtedness hereunder
and under the Notes and the Acceptances shall have been paid in full, the 
Company agrees that, except to the extent waived in writing by the Required 
Banks, it will not, and will not permit any Subsidiary to:

          6.1 Liens.  Issue, assume or guarantee directly or indirectly any 
              ------
indebtedness for money borrowed (hereinafter in this Section 6.1 referred to as 
"Debt"), if such Debt is secured (whether at the time such Debt is first issued,
assumed or guaranteed or at any time thereafter) by a mortgage, pledge, security
interest, lien or other encumbrance (any such mortgage, pledge, security
interest, lien or other encumbrance being hereinafter in this (S)6.1 and in
(S)6.4 referred to as a "mortgage" or "mortgages") upon any Principal Property
or upon any indebtedness of or equity securities of any Subsidiary or any
Affiliate (other than Unrestricted Margin Stock), now owned or hereafter
required, without in any such case effectively providing, concurrently with the
issuance, assumption or guarantee of such Debt, that all of the

                                     -21-
<PAGE>
 
Company's obligations under this Agreement and the Notes (together with, if the 
Company shall so determine, any other indebtedness of or guaranteed by the 
Company or such Subsidiary ranking equally with the Loans and then existing or 
thereafter created) shall be secured equally and ratably with (or prior to) such
Debt; provided, that the foregoing restriction shall not apply to:
      ---------

          (a) mortgages on any property acquired, constructed or improved by the
     Company or any Subsidiary after the date of this Agreement which are
     created or incurred contemporaneously with or within 120 days after such
     acquisition, construction or improvement to secure or provide for the
     payment of any part of the purchase price of such property or the cost of
     such construction or improvement (the date of such construction or
     improvement being, for the purpose of this clause (a), deemed to be the
     date of completion of such construction or improvement); provided that any
                                                              --------
     such mortgage shall not apply to any other property of the Company or any
     Subsidiary except, in the case of any construction or improvement,
     theretofore unimproved real property on which the property so constructed,
     or the improvement, is located;

          (b) mortgages on any property acquired from a corporation which is
     merged with or into the Company or a Subsidiary or mortgages outstanding on
     property at the time it is acquired by the Company or a Subsidiary or
     mortgages outstanding on property of a corporation at the time it becomes a
     Subsidiary, provided that such mortgage is not imposed, and the related
     Debt incurred, in contemplation of any acquisitions by the Company;

          (c) mortgages to secure Debt of a Subsidiary to the Company or to
     another Subsidiary;

          (d) mortgages or other restrictions relating to equity securities of
     any Affiliate under any agreement or arrangement between the Company or any
     Subsidiary and such Affiliate (or the other stockholder or stockholders of
     such Affiliate) providing for the operations, financing or purchase of
     products of such Affiliate or under any agreement among any such parties
     imposing restrictions on the disposition of or granting options to purchase
     the equity securities of such Affiliate;

          (e) mortgages upon property or assets of the Company or any Subsidiary
     in favor of any governmental agency or authority or guarantees given for
     the purpose of financing, through industrial revenue bonds or notes the
     interest on which is exempt from federal income taxation under Section 103
     of the Code, the construction, acquisition or purchase of industrial
     plants, machinery, equipment or other property or facilities; and

          (f) any extension, renewal or replacement (or successive extensions,
     renewals or replacements), in whole or in part, of any mortgage referred to
     in the foregoing clauses (a) to (e), inclusive; provided that the principal
                                                     --------
     amount of Debt secured thereby shall not exceed the principal amount of
     Debt so secured at the time of

                                     -22-
<PAGE>
 
     such extension, renewal or replacement, and that such extension, renewal or
     replacement shall be limited to all or a part of the property which secured
     the mortgage so extended, renewed or replaced (plus improvements on such
     property);

provided further, however, notwithstanding the provisions of this (S)6.1, the
-------- -------- --------
Company or any Subsidiary may, without equally and ratably securing the
outstanding Loans, create or assume mortgages which would otherwise be subject
to the foregoing restrictions if, at the time of such creation or assumption,
and after giving effect thereto, Exempted Indebtedness does not exceed 5% of
Consolidated Net Tangible Assets.

          6.2  Indebtedness. Create, incur, guarantee or become liable in
               -------------
respect of any Indebtedness, and will not permit any Affiliate to create, incur
or become liable for Affiliate Debt of the type described in clause (d) below,
except:

          (a)  pursuant to this Agreement and to other credit agreements entered
     into by the Company and any other domestic or foreign banks to the extent
     that the aggregate outstanding principal amount of Indebtedness under this
     clause (a) does not exceed $650,000,000;

          (b)  Indebtedness incurred or assumed in connection with acquisitions
     permitted by (S)(S)6.1(a), 6.1(b) and 6.1(f) (as it relates to (S)(S)6.1(a)
     and 6.1(b)) hereof;

          (c)  Indebtedness of the Company to a Subsidiary or of a Subsidiary to
     the Company or another Subsidiary; and

          (d)  that the Company or any Subsidiary may create, incur, guarantee
     or in any way become liable for, directly or indirectly, any additional
     Indebtedness or create, incur, guarantee or in any way become liable for,
     directly or indirectly, or permit any Affiliate to create, incur, guarantee
     or in any way become liable for, directly or indirectly, any Affiliate Debt
     as to which the Company or any Subsidiary has an agreement (whether with
     such Affiliate or any existing or prospective creditor of, or lender to,
     such Affiliate) to make an advance to such Affiliate as a loan or as a
     contribution to the capital of such Affiliate or as a prepayment of the
     purchase price for any property to be purchased in the future (whether
     payable to such Affiliate or any such creditor or lender) if, at the time
                                                               ---
     of issuance of such Indebtedness or Affiliate Debt, the Company's
     Proportion of such Affiliate Debt, when added to the Company's Proportion
     of all such other Affiliate Debt then outstanding, and the Consolidated
     Indebtedness of the Company and its Subsidiaries then outstanding will not
     exceed 60% of the total of (i) the Consolidated Net Tangible Assets of the
     Company and its Subsidiaries less any portion thereof attributable to
     Affiliates, (ii) the Company's Share of the Net Tangible Assets of all
     Affiliates, and subsidiaries thereof and (iii) 75% of the excess of the
     aggregate Appraised Value over the aggregate book value of (A) such
     proportion of timberlands owned by each Affiliate as the equity of each
     such Affiliate owned by the Company and its Subsidiaries is


                                     -23-
<PAGE>
 
     of the total equity of such Affiliate, (B) timberlands subject to leases
     which grant to the Company or a Subsidiary as lessee an option to acquire
     title to the property which is the subject of such leases without payment
     of more than a nominal consideration upon the exercise thereof and (C) in
     the case of timberlands subject to leases which grant to an Affiliate as
     lessee an option to acquire title to the property which is the subject of
     such leases without payment of more than a nominal consideration upon the
     exercise thereof, such proportion of such timberlands as the equity of each
     such Affiliate owned by the Company and its Subsidiaries is of the total
     equity of such Affiliate. For purposes of this (S)6.2(d), a portion of the
     Cabin Bluff Guaranteed Funded Debt shall be deemed to have been incurred
     upon the occurrence of any event if, as a result of such event: (i) such
     portion of the Cabin Bluff Guaranteed Funded Debt may not then be satisfied
     by the tender of GP(M) Notes pursuant to Article IX of the Loan and
     Guaranty Agreement or (ii) the Company is not then able, directly (or
     indirectly through a Subsidiary) and without being required to obtain the
     consent or approval of any Person, to cause such portion of the Cabin Bluff
     Guaranteed Funded Debt to be satisfied by the tender of GP(M) Notes
     pursuant to Article IX of the Loan and Guaranty Agreement upon the
     occurrence of "event of default" (as defined in the GP(M) Notes).

          6.3  Consolidation; Merger; Sale of Properties. Consolidate the
               ------------------------------------------
Company with or merge the Company into any other Person, or sell, transfer or
dispose of all or substantially all of the properties of the Company.

          6.4  Sale and Leasebacks. Enter into any arrangement with any Person
               --------------------
providing for the leasing to the Company or Subsidiary of any Principal Property
(except for temporary leases for a term of not more than three years), which
property has been owned more than 120 days by the Company or such Subsidiary and
has been or is to be sold or transferred by the Company or such Subsidiary to
such person (herein referred to as a "Sale and Lease-Back Transaction"), unless
either (a) the Company or such Subsidiary would be entitled to incur debt
secured by a mortgage on the property to be leased without equally and ratably
securing the Company's obligations under this Agreement and the Notes pursuant
to (S)6.1 or (b) the Company shall, and in any such case the Company covenants
that it will, apply an amount equal to the fair value (as determined by the
Board of Directors) of the property so leased to the permanent prepayment,
within 120 days of the effective date of any such Sale and Lease-Back
Transaction, of the Loans and the reduction of the Total Commitment (subject to
the provisions of (S)3.2) or other indebtedness of the Company with a maturity
in excess of one year from the date of such Sale and Lease-Back Transaction and
which ranks on a parity with the Loans, provided that the Company or any
                                        --------
Subsidiary may enter into Sale and Lease-Back Transactions which would otherwise
be prohibited by the foregoing restrictions if, at the time such transactions
are entered into, and after giving effect thereto, Exempted Indebtedness does
not exceed 5% of Consolidated Net Tangible Assets.

                                     -24-


<PAGE>
 
          6.5  Dividends. Declare or pay any dividend or make any distribution
               ----------
on the Company's capital stock of any class (other than dividends or
distributions payable in shares of capital stock of any class of the Company) or
purchase, redeem or otherwise acquire for value, or permit any Subsidiary to
purchase, redeem or otherwise acquire for value, any shares of capital stock of
any class of the Company or any options, rights or warranties with respect to
such capital stock (other than acquisitions of preferred stock of the Company in
exchange for capital stock of any other class of the Company), if upon giving
effect to such dividend, distribution, purchase, redemption or other acquisition
the Company would not be permitted to issue or incur at least one dollar of
additional Indebtedness pursuant to (S)6.2(d).

                                   SECTION 7

                               EVENTS OF DEFAULT

          Upon the occurrence of any of the following events (each an "Event of
Default"):

          7.1  Default shall be made in the payment of any Commission or any
interest on any of the Notes within 10 days after the same shall become due and
payable, as in the Notes or herein provided; or

          7.2  Default shall be made in the payment of any principal of any of
the Notes or the face amount of any Acceptance, when and as the same shall
become due and payable, whether by the terms thereof or as herein provided; or

          7.3  Default shall be made in the due observance or performance of any
covenant or condition required to be observed or performed by the Company
pursuant to (S)(S) 6.1, 6.2, 6.3 or 6.5 herein; or

          7.4  Default shall be made in the due observance or performance of any
other covenant or condition herein required to be observed or performed by the
Company, which default is not remedied within 30 days after written notice from
any Agent or any Bank; or

          7.5  Any representation or warranty made by the Company herein or in
any writing delivered pursuant hereto shall prove to have been incorrect in any
material respect when made, provided that the representation and warranty set
                            --------
forth in (S)8.8 shall be made only at the time the proceeds of any Loan are
utilized, directly or indirectly, to fund a dividend, distribution, purchase,
redemption or other acquisition restricted by (S)6.5; or

          7.6  The Company or any Significant Subsidiary shall fail to pay any
installment of principal of, or interest on, any other indebtedness for borrowed
money, the outstanding principal amount of which, at the time of such default,
shall be not less than $50,000,000, whether now or at any time hereafter
outstanding, whether at maturity, by call for


                                     -25-

<PAGE>
 
redemption, acceleration, declaration or otherwise, and such principal and
interest, or any part thereof, shall remain unpaid for more than the period of
grace, if any, provided for therein, unless the time of payment shall have been
effectively extended by written agreement of the parties thereto; or

          7.7  The Company or any Significant Subsidiary commences a voluntary
case concerning the Company or such Significant Subsidiary under Title 11 of the
United States Code entitled "Bankruptcy" as now or hereafter in effect, or any
successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced
against the Company or any Significant Subsidiary under the Bankruptcy Code and
relief is ordered against the Company or any Significant Subsidiary or the
petition is controverted but is not dismissed within 60 days after the
commencement of the case; or the Company or any Significant Subsidiary is not
generally paying its debts as such debts become due; or a custodian (as defined
in the Bankruptcy Code) is appointed for, or takes charge of, all or
substantially all of the property of the Company or any Significant Subsidiary;
or the Company or any Significant Subsidiary commences any other proceeding
under any reorganization, arrangement, readjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to the Company or any Significant
Subsidiary or there is commenced against the Company or any Significant
Subsidiary any such proceeding which remains undismissed for a period of 60
days or the Company or any Significant Subsidiary is adjudicated insolvent or
bankrupt; or the Company or any Significant Subsidiary fails to controvert in a
timely manner any such case under the Bankruptcy Code or any such proceeding, or
any order of relief or other order approving any such case or proceeding is
entered; or the Company or any Significant Subsidiary by any act or failure to
act indicates its consent to, approval of or acquiescence in any such case or
proceeding or in the appointment of any custodian or the like of or for it or
any substantial part of its property or suffers any such appointment to continue
undischarged or unstayed for a period of 60 days; or the Company or any
Significant Subsidiary makes a general assignment for the benefit of creditors;
or any action is taken by the Company or any Significant Subsidiary for the
purpose of effecting any of the foregoing; or

          7.8  Any Person or "group" (as defined in (S)13(d)(3) of the
Securities Exchange Act of 1934, as amended) acquires 20% or more, in the
aggregate, of the capital stock of the Company entitled, at the time, to vote
for the election of the Company's directors; or

          7.9  Any Plan shall fail to maintain the minimum funding standard
required for any plan year or part thereof or a waiver of such standard or
extension or any amortization period is sought or granted under Section 412 of
the Code, any Plan is or shall have been terminated or the subject of
termination proceedings by the PBGC under ERISA, any Plan that is a single-
employer plan (within the meaning of Section


                                     -26-







<PAGE>
 
4001(a)(15) of ERISA) shall have an Unfunded Current Liability, or the Company
or a Subsidiary of any ERISA Affiliate has incurred a liability to or on account
of a plan under Section 515, 4062, 4063 or 4064 of ERISA, and there shall
result from any such event or events the imposition of a lien upon the assets of
the Company or any Subsidiary, the granting of a security interest, or a
liability to the PBGC or a Plan or a trustee appointed under ERISA or a penalty
under Section 4971 of the Code, which, in the opinion of the Required Banks,
will have a material adverse effect upon the consolidated financial condition of
the Company and its Subsidiaries taken as a whole, or the Company, any
Subsidiary or any ERISA Affiliate shall incur any withdrawal liability (whether
contingent or secondary) to any Plan that is a multiemployer plan (within the
meaning of Section 4001(a)(3) of ERISA) under Section 4201 or 4204 of ERISA in
excess of $50,000,000;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, either or both of the following actions may be taken:
(i) the Agents, acting under instructions from the Required Banks, by written
notice to the Company, shall declare the principal of the accrued interest in
respect of all of the Notes and outstanding Acceptances to be, whereupon the
same shall become, forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived by
the Company, anything contained herein or in the Notes to the contrary
notwithstanding, and (ii) the Agents, acting under instructions from the
Required Banks, by written notice to the Company, shall declare the Total
Commitments terminated, whereupon the Commitment of each Bank and the obligation
of each Bank to make its Loans and to discount Acceptances hereunder shall
terminate immediately and any accrued Commissions shall forthwith become due
and payable without any other notice of any kind; provided that if an Event of
Default described in (S)7.7 shall occur, the result which would otherwise occur
only upon the giving of written notice by the Agents to the Company as specified
in clauses (i) and (ii) above shall occur automatically without the giving of
any such notice and without any instruction by the Required Banks to give such
notice.

                                   SECTION 8

                  REPRESENTATIONS, WARRANTIES AND AGREEMENTS

          In order to induce the Banks to enter into this Agreement and to make
the Loans provided for herein and to create Acceptances, the Company makes the
following representations and warranties to, and covenants with, the Banks, all
of which shall survive the execution and delivery of this Agreement and the
Notes and the creation of Acceptances, provided that representation and warranty
                                       --------
set forth (S)8.8 shall be made only at the time the proceeds of any Loan are
utilized, directly or indirectly, to fund a dividend, distribution, purchase,
redemption or other acquisition restricted by (S)6.5:


                                     -27-


<PAGE>
 
          8.1 Financial Information. It has furnished to each Bank the
              ----------------------
consolidated statement of financial condition of the Company and of such
companies as were then its Subsidiaries as at December 31, 1988 and October 1,
1989, and the related consolidated statements of net earnings and retained
earnings for the year and nine month period then ended, as the case may be,
accompanied in the case of the December 31, 1988 financial statements by the
report on examination thereof by Touche Ross & Co.; said statements fairly
present the financial condition of the Company and the pertinent Subsidiaries
and the results of their operations for the periods then ended, subject, in the
case of the October 1, 1989 financial statements to normal year-end audit
adjustments.

          8.2 No Violation. The making of this Agreement and compliance with its
              -------------
terms and the issuance of the Notes and the creation of Acceptances as
contemplated herein will not violate any provision of applicable law or of the
Company's charter or Regulations and will not result in a breach of any of the
terms and conditions of or result in the imposition of any lien, charge or
encumbrance upon any property of the Company pursuant to, or constitute a
default under, any indenture or other agreement or instrument under which the
Company is a party or is obligated, the Company's charter or Regulations or any
law, order, rule, regulation, writ, injunction or decree of any government,
governmental instrumentality or court having jurisdiction over the Company or
its property. All acts, things and conditions required by law and by the
Company's charter or Regulations to make this Agreement and each Note and
Acceptance, when executed and delivered, the legal, valid and binding obligation
of the Company will have been duly performed and complied with at or prior to
the execution and delivery of this Agreement.

          8.3 Corporate Status. The Company is a duly organized and existing
              -----------------
Ohio corporation in good standing in Ohio, and each Subsidiary is a duly
organized and existing corporation in good standing under the laws of the
jurisdiction where it is incorporated. The Company and each Subsidiary are
licensed or qualified and in good standing in every jurisdiction in which the
failure to be licensed or qualified could have a material adverse effect on the
consolidated financial condition of the Company and its Subsidiaries taken as a
whole.

          8.4 Taxes, Etc. Except such as are being contested in good faith by
              -----------
appropriate proceedings for which adequate reserves are being maintained in
accordance with generally accepted accounting principles, all material taxes,
assessments, fees and other governmental charges (other than those presently
payable without penalty or interest) upon the Company and its Subsidiaries or
upon any property thereof, which are due and payable, have been paid and no
material claims are being asserted with respect to any past due taxes,
assessments, fees or other governmental charges against the Company or any of
its Subsidiaries.

                                     -28-

<PAGE>
 
          8.5 Governmental Approvals. No authorization, approval, consent,
              -----------------------
permit, license or other order of any federal, state or local government or
agency thereof is required for the execution, delivery or performance of this
Agreement or the Notes.

          8.6 Compliance with ERISA. Each Plan is in substantial compliance with
              ----------------------
ERISA; no Plan is insolvent or in reorganization, no Plan which is a single-
employer plan (within the meaning of Section 4001(a)(15) of ERISA) has an
Unfunded Current Liability, and no Plan has an accumulated or waived funding
deficiency or permitted decreases in its funding standard account within the
meaning of Section 412 of the Code; neither the Company nor any Subsidiary nor
any ERISA Affiliate has incurred any material liability to or on account of a
Plan pursuant to Section 515, 4062, 4063 or 4064 of ERISA or expects to incur
any liability under any of the foregoing Sections on account of the termination
of participation in any such Plan; no proceedings have been instituted by the
PBGC to terminate any Plan; no condition exists which presents a risk to the
Company or any Subsidiary of incurring a material liability to or on account of
a Plan pursuant to the foregoing provisions of ERISA and the Code; no lien
imposed under the Code or ERISA on the assets of the Company or any Subsidiary
exists or is likely to arise on account of any Plan; and the Company and its
Subsidiaries may terminate contributions to any other employee benefit plans
maintained by them without incurring any material liability to any person
interested therein. Neither the Company nor any Subsidiary nor any ERISA
Affiliate has incurred any withdrawal liability (including any contingent or
secondary withdrawal liability) within the meaning of Sections 4201 and 4204 of
ERISA to any Plan which is a Multiemployer Plan (within the meaning of Section
4001(a)(3) of ERISA) or expects to incur any liability under the foregoing
Sections on account of the termination of contributions to any such
Multiemployer Plan in excess of $50,000,000. With respect to plans that are
Multiemployer plans, the representations the preceding two sentences are made to
the best knowledge of the Company. The aggregate liabilities of the Company, its
Subsidiaries and its ERISA Affiliates to all Multiemployer Plans in the event of
a complete withdrawal therefrom, would not exceed $50,000,000.

          8.7 Regulations G, T, U and X. While it is understood that the
              --------------------------
proceeds of the Loans hereunder shall be used for general corporate purposes,
which may include the purchasing or carrying of Margin Stock (provided that the
Company gives each of the Banks prior written notice or telephonic notice
confirmed in writing of such intended use), no part of the proceeds of any Loan
hereunder will be used to purchase or carry any Margin Stock or to extend credit
to others for such purpose in violation of Regulations G, T, U or X of the Board
of Governors of the Federal Reserve System.

          8.8 Dividends. On and as of the date any of the proceeds of any Loan
              ----------
are utilized, directly or indirectly, to fund a dividend, a dividend,
distribution, purchase, redemption or other acquisition restricted by (S)6.5, as
a result thereof and after giving effect to all Indebtedness incurred and Liens
created in connection therewith, (i) the Company shall not be insolvent and the
Company shall not have reasonable grounds to believe that by such payment it
would be rendered insolvent, (ii) the Company shall not be engaged in a business
for which any property remaining with the Company shall be unreasonably small
capital

                                      -29- 

<PAGE>
 
and (iii) the Company shall not have intended to incur, or believed that it 
would incur, debts (as such term is used in the United States Bankruptcy Code) 
that would be beyond its ability to pay as such debts matured.

                                   SECTION 9

                                    AGENTS

          9.1 Appointment. The Banks hereby appoint Bankers Trust Company, The 
              ------------
First National Bank of Chicago and Morgan Guaranty Trust Company of New York as 
Agents to act as herein specified. Each Bank hereby irrevocably authorizes, and 
each holder of any Note by the acceptance of a Note shall be deemed irrevocably 
to authorize, the Agents to take such action on its behalf under the provisions 
of this Agreement, the Notes, the Acceptances and any other instruments, 
documents and agreements referred to herein (such Notes, Acceptances and other 
instruments, documents and agreements being herein referred to as the Loan 
Documents) and to exercise such powers hereunder and thereunder as are 
specifically delegated to the Agents by the terms hereof and thereof and such 
other powers as are reasonably incidental thereto. The Agents may perform any of
their duties hereunder, or under the Loan documents, by or through their agents 
or employees.

          9.2 Nature of Duties. The Agents shall have no duties or 
              -----------------
responsibilities except those expressly set forth in this Agreement. The duties
of the Agents shall be mechanical and administrative in nature. The Agents shall
not have by reason of this Agreement a fiduciary relationship in respect of any
Bank. Nothing in this Agreement or any of the Loan Documents, expressed or
implied, is intended to or shall be so construed as to impose upon the Agents
any obligations in respect of this Agreement or any of the Loan Documents except
as expressly set forth herein. Each Bank shall make its own independent
investigation of the financial condition and affairs of the Company, its
Subsidiaries and Affiliates in connection with the making and the continuance of
the Loans hereunder and shall make its own appraisal of the creditworthiness of
the Company, its Subsidiaries and Affiliates; and the Agents shall have no duty
or responsibility, either initially or on a continuing basis, to provide any
Bank with any credit or other information with respect thereto, whether coming
into its possession before the making of the Loans or at any time or times
thereafter.

          9.3 Rights, Exculpation, Etc.  Neither the Agents nor any of their 
              -------------------------
officers, directors, employees or agents shall be liable to any Bank for any 
action taken or omitted by it hereunder or under any of the Loan Documents, or 
in connection herewith or therewith, unless caused by its or their gross 
negligence or willful misconduct. The Agents shall not be responsible to any 
Bank for any recitals, statements, representations or warranties herein or for 
the execution, effectiveness, genuineness, validity, enforceability, 
collectibility, or sufficiency of this Agreement or any of the Loan Documents or
the financial condition of the Company, its Subsidiaries and Affiliates. The 
Agents shall not be required to make any inquiry concerning either the 
performance or observance of any of the terms, provisions or conditions of this
Agreement or any of the Loan Documents or the financial condition of the 
Company, any Subsidiary or Affiliate, or the existence or possible existence of 
any

                                     -30-
<PAGE>
 

Default or Event of Default. The Agents may at any time request instructions
from the Banks with respect to any actions or approvals which by the terms of
this Agreement or any of the Loan Documents the Agents are permitted or required
to take or to grant, and if such instructions are requested, the Agents shall be
absolutely entitled to refrain from taking any action or to withhold any
approval and shall not be under any liability whatsoever to any Person for
refraining from any action or withholding any approval under this Agreement or
any of the Loan Documents until it shall have received such instructions from
the Required Banks. Without limiting the foregoing, no Bank shall have any right
of action whatsoever against the Agents as a result of the Agents acting or
refraining from acting hereunder or under any of the Loan Documents in
accordance with the instructions of the Required Banks.

          9.4 Reliance. The Agents shall be entitled to rely upon any written
              ---------
notice, statement, certificate, order or other document or any telephone message
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person, and, with respect to all legal matters pertaining to this
Agreement or any of the Loan Documents and its duties hereunder or thereunder,
upon advice of counsel selected by it.

          9.5 Indemnification. To the extent that any Agent is not reimbursed
              ----------------
and indemnified by the Company, the Banks will reimburse and indemnify such
Agent for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by, or asserted
against such Agent, acting pursuant hereto, in any way relating to or arising
out of this Agreement or any of the Loan Documents or any action taken or
omitted by such Agent under this Agreement or any of the Loan Documents, in
proportion to their respective Commitments hereunder; provided, however, that no
Bank shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from such Agent's gross negligence or willful misconduct. The
obligations to the Banks under this (S)9.5 shall survive the payment in full of
the Notes, the Acceptances and the termination of this Agreement.

          9.6 The Agents, Individually. With respect to its Commitment 
              -------------------------
hereunder, the Loans made by it, any Notes issued to or held by it and any 
Acceptances discounted by it, each Agent shall have and may exercise the same 
rights and powers hereunder and is subject to the same obligations and 
liabilities as and to the extent set forth herein for any other Bank or holder 
of a Note. The terms "Banks", "Required Banks" or "Holders of Notes" or any 
similar terms shall, unless the context clearly otherwise indicates, include 
each Agent in its individual capacity as a Bank, one of the Required Banks or a 
Noteholder. Each Agent may accept deposits from, lend money to, and generally 
engage in any kind of banking, trust or other business with the Company or any 
of its Subsidiaries or Affiliates as if it were not acting pursuant hereto.

                                     -31-
<PAGE>
 

          9.7 Holders of Notes. The Agents may deem and treat the named payee
              -----------------
(or any subsequent holder, transferee, assignee or payee of which the Agents
have received written notice) of any Note as the owner thereof for all purposes
hereof unless and until a written notice of the assignment of transfer thereof
shall have been received by the Agents. Any request, authority or consent of any
Person, who at the time of making such request or of giving such authority or
consent is the named payee (or any subsequent holder, transferee, assignee or
payee of which the Agents have received written notice) of any Note, shall be
conclusive and binding on any subsequent holder, transferee, assignee or payee
of such Note or of any Note or Notes issued in exchange therefor.

          9.8 Resignation by an Agent. Any Agent may resign from the performance
              ------------------------
of all of their functions and duties hereunder at any time by giving 15 Business
Days' prior written notice to the Company and the Banks. Such resignation shall
take effect upon the expiration of such 15 Business Day period or upon the
earlier appointment of a successor pursuant to this (S)9.8 or as provided in the
definition of Paying Agent. Upon any such resignation, the Required Banks may
(and upon the resignation of all such Agents, shall) appoint a successor Agent
who shall be satisfactory to the Company and shall be an incorporated bank or
trust company. In the event no such successor shall have been so appointed by
the 15th Business Day after the date such notice of resignation was given by the
Agent, the Agent's resignation shall become effective, the remaining Agents, if
any, shall perform all the duties of the Agents hereunder, or if there shall be
no Agent, then, until such time as the Required Banks shall appoint a successor
Agent, any notification, demand or other communication required or permitted to 
be given by the Agent on behalf of the Banks to the Company hereunder shall be
sufficiently given if given by the Required Banks, and any notification, demand,
other communication, document, statement, other paper or payment required to be
made, given or furnished by the Company to the Agent for distribution to the
Banks shall be sufficiently made, given or furnished if made, given or furnished
by the Company directly to each Bank entitled thereto and, in the case of
payments, in the amount to which each such Bank is entitled. All powers
specifically delegated to the Agent by the terms hereof may be exercised by the
Required Banks.

                                  SECTION 10

                                 MISCELLANEOUS

          10.1 Definitions. As used herein the following terms shall have the
               ------------
meanings herein specified and shall include in the singular number the plural
and in the plural number the singular:

          "Acceptance" shall have the meaning specified in (S)1.1(b).
          ------------

          "Adjusted Certificate of Deposit Rate" shall mean, on any day, 1/2 of 
          --------------------------------------
1% in excess of the sum (rounded to the nearest 1/100 of 1%) of (1) the rate 
obtained by dividing (x) the most recent weekly average dealer offering rate per
annum for negotiable certificates of deposit

                                     -32-

<PAGE>
 
with a three-month maturity in the secondary market as published in the most 
recent Federal Reserve Statistical Release on Form H.15 entitled "Selected 
Interest Rate," or, if such publication or a substitute containing the foregoing
rate information shall not be published by the Federal Reserve System for any 
week, the weekly average offering rate determined in good faith by Bankers on 
the basis of quotations for such certificates received by it from two or more 
certificate of deposit dealers in New York of recognized standing or, if such 
quotations are unavailable, then on the basis of other sources reasonably 
selected by Bankers, by (y) a percentage equal to 1 minus the stated maximum 
rate (expressed as a decimal) for all reserve requirements as specified in 
Regulation D (including, without limitation, any marginal, emergency, 
supplemental, special or other reserves), applicable on such day to a 
three-month certificate of deposit in excess of $100,000 of any member bank of 
the Federal Reserve System, plus (2) the then daily net annual assessment rate 
                            ---- 
as estimated in good faith by Bankers for determining the current annual 
assessment payable by Bankers to the Federal Deposit Insurance Corporation for 
insuring three-month certificates of deposit.

          "Affiliate" shall mean any Person in which the Company or any
          -----------
Subsidiary or any other Affiliate at any time owns or is a member of a control
group that owns in the aggregate between (and including) 50% and up to (but not
including) 90% of the voting stock; provided that the term "Affiliate" shall not
include any Person designated as an Unrestricted Company until 30 days after the
giving of written notice by the Company to the Banks of a date (a) which
occurred within the 10 day period ending with the date upon which such notice is
given, (b) which has been fixed by the Chairman of the Board or the President of
the Company as the date upon which such person shall no longer be an
Unrestricted Company and (c) which is a date upon which all of the indebtedness
of such Person would have been permitted to be incurred under this Agreement if
such Person was an Affiliate. The term "control group" as used in this paragraph
means a group which has placed in a jointly-owned corporation, partnership or
voting trust the voting rights of the shares of the Affiliate held by each to
the extent necessary for voting control of the Affiliate. Any reference herein
to an "affiliate" of any Person other than the Company or its Subsidiaries shall
mean any other Person in which such Person, or its subsidiaries, at any time
owns or is a member of a control group that owns in the aggregate between (and
including) 50% and up to (but not including) 90% of the voting stock.
 
          "Affiliate Debt" shall mean any Indebtedness of an Affiliate,
          ----------------
including, without limitation, any Indebtedness of any other Person as to which
such Affiliate is directly or contingently liable or which is secured by
property or assets of such Affiliate excluding (i) any obligations of such
Affiliate as lessee which are capitalized in accordance with generally accepted
accounting principles, (ii) any obligation under any agreement to purchase
timber, whether standing or cut, or to cut and purchase standing timber
regardless of whether such agreement requires payment thereunder by such
Affiliate, the Company or

                                     -33-

<PAGE>
 
a Subsidiary prior to and without delivery of or cutting such timber and (iii)
the obligations of Cabin Bluff Partners under the Loan and Guaranty Agreement.

          "Agents" shall have the meaning specified in the first paragraph of 
          --------
this Agreement.

          "Agreement" shall mean this Credit Agreement, as amended or modified 
          -----------
from time to time.

          "Appraisal Date" shall mean the most recent date on which an appraisal
          ----------------
with respect to any parcel of timberland shall have been made, but not more than
five years prior to the event for which a determination is being made on the
basis of the Appraised Value.

          "Appraised Value" shall mean the fair market value as determined on 
          -----------------
an Appraisal Date by a Person satisfactory to the Agents and the Company.

          "Attributable Debt" shall mean, as to any particular lease entered
          -------------------
into after July 15, 1982 under which any Person is at the time liable and at any
date as of which the amount thereof is to be determined, the total net amount of
rent required to be paid by such Person under such lease during the remaining
term thereof, discounted from the respective due dates thereof to such date at a
rate equal to the weighted average of the interest rates borne by the securities
issued from time to time by the Company under the Indenture, dated as of July
15, 1982, between the Company and Bankers, as Trustee, as amended. The net
amount of rent required to be paid under any such lease for any such period
shall be the aggregate amount of the rent payable by the lessee with respect to
such period after excluding amounts required to be paid on account of
maintenance and repairs, insurance, taxes, assessments, water and utility rates
and similar charges. In the case of any lease which is terminable by the lessee
upon the payment of a penalty, such net amount shall also include the amount of
such penalty, but no rent shall be considered as required to be paid under such
lease subsequent to the first date upon which it may be so terminated.

          "Bank" shall have the meaning specified in the first paragraph of this
          ------
Agreement.

          "Bank Payment Office" shall have the meaning specified in (S)1.4(b).
          ---------------------

          "Bankers" shall mean Bankers Trust Company.
          ---------

          "Base Rate" shall mean on any day the higher of (x) the Prime Lending 
          -----------
Rate or (y) the Adjusted Certificate of Deposit Rate.

          "Base Rate Loan" shall mean any Loan which is bearing interest at the 
          ----------------
rates provided in (S)1.7(a).

                                     -34-
<PAGE>
 
          "Board of Directors" shall mean either the board of directors of the 
          --------------------
Company or any duly authorized committee of that board.

          "Borrowing" shall mean the incurrence of one Type of Syndicate Loan 
          -----------
from all the Banks, or one Type of Commitment Loan from a Bank, on any given 
date, having in the case of Fixed Rate Loans the same Interest Period.

          "Business Day" shall mean (i) for all purposes other than as covered
          --------------
by clause (ii) below, any day excluding Saturday, Sunday and any day on which
banks in New York City or Chicago are authorized by law or other governmental
actions to close and (ii) with respect to all notices and determinations in
connection with, and payments of principal and interest on, Eurodollar Loans and
Loans made in an Optional Currency, any day which is a Business Day described in
clause (i) and which is also a day for trading by and between banks in U.S. 
dollar deposits in the interbank Eurodollar market or for trading by and between
banks in the relevant Optional Currency, as the case may be.

          "Cabin Bluff Guaranteed Founded Debt" shall mean the principal amount
          -------------------------------------
of the indebtedness (not to exceed $150,000,000 in the aggregate) guaranteed by
the Company from time to time pursuant to the Loan and Guaranty Agreement and
shall include the obligations of any Subsidiary with respect to the indebtedness
so guaranteed.

          "CD Office" shall mean the office of each Bank set forth opposite its
          -----------
name on the signature page of this Agreement under such heading, or if no such
office is set forth opposite its name, then its Domestic Office, or such other
office as such Bank may specify from time to time.

          "Certificate of Deposit Rate" shall mean the average (rounded upward
          -----------------------------
to the next whole multiple of 1/100 of 1%) of the consensus bid rate determined
by each Reference Bank as the bid rates per annum, at 10:00 A.M. (New York time)
on the first day of the Interest Period for which such Certificate of Deposit
Rate is to be applicable of two or more New York certificate of deposit dealers
of recognized standing selected by such Reference Bank for the purchase at face
value from such Reference Bank in New York of certificates of deposit in an
aggregate amount approximately comparable to the Fixed CD Rate Loan of such
Reference Bank to which such Certificate of Deposit Rate is to be applicable and
with a maturity equal to such Interest Period, provided that if any Reference
Bank fails to provide the Paying Agent with its aforesaid rate, then the
Certificate of Deposit Rate shall equal the rate, or average of the rates,
provided to the Paying Agent by the other Reference Bank or Reference Banks.

          "Code" shall mean the Internal Revenue Code of 1986, as amended from 
          ------
time to time.

          "Commissions" shall mean the Commitment Commission and the Facility 
          -------------
Fee payable pursuant to (S)1.12.


                                     -35-


<PAGE>
 
          "Commitment" shall mean for each Bank the amount specified opposite 
          ------------
its name on Schedule II hereto, as such amount may be reduced or increased from 
time to time pursuant to (SS)1.13 and 1.14.

          "Commitment Loan" shall mean a Loan which is a Base Rate Loan (except 
          -----------------
to the extent made pursuant to (S)2.4), a Fixed CD Rate Loan or a Eurodollar 
Loan that is made pursuant to a Notice of Commitment Borrowing.

          "Company" shall have the meaning specified in the first paragraph of 
          ---------
this Agreement.

          "Company's Proportion" shall mean that portion of any Affiliate Debt 
          ----------------------      
as to which the Company or a Subsidiary has agreed to make an advance to the 
Affiliate owing same as a loan or as a contribution to the capital of such 
Affiliate or as a prepayment of the purchase price for any property to be 
purchased in the future (whether payable to such Affiliate or any creditor of, 
or lender to, such Affiliate).

          "Company's Share" shall mean with respect to the Net Tangible Assets 
          -----------------
of any Affiliate, such portion of such Assets as the equity of such Affiliate 
owned by the Company and its Subsidiaries is of the total equity of such 
Affiliate.

          "Consolidated Indebtedness" shall mean the aggregate of all
          ---------------------------
Indebtedness (other than any owned by the Company or any Subsidiary) created,
issued, reissued, assumed or guaranteed by the Company or by any Subsidiary, or
secured by a lien or charge on or pledge of any property of the Company or a
Subsidiary, provided that in any computation of Consolidated Indebtedness there
shall be excluded (i) all obligations with respect to which an amount sufficient
to discharge the same in full shall have been deposited in trust for the
payments thereof and (ii) the Cabin Bluff Guaranteed Funded Debt; provided,
however, that if, at the time of any such computation: (x) any portion of the
Cabin Bluff Guaranteed Funded Debt may not then be satisfied by the tender of
GP(M) Notes as provided in Article IX of the Loan and Guaranty Agreement or (y)
the Company is not then able, directly (or indirectly through a Subsidiary) and
without being required to obtain the consent or approval of any Person, to cause
any portion of the Cabin Bluff Guaranteed Funded Debt to be satisfied by the
tender of GP(M) Notes as provided in Article IX of the Loan and Guaranty
Agreement upon the occurrence of an "event of default" (as defined in the GP(M)
Notes), then there shall be added to Consolidated Indebtedness an amount equal
to the portion of the Cabin Bluff Guaranteed Funded Debt described in the
foregoing clauses (x) and (y).

          "Consolidated Net Earnings" of the Company for any period shall mean 
          ---------------------------
the net earnings of the Company and its Subsidiaries determined in accordance 
with generally accepted accounting principles on a consolidated basis for such 
period taken as one accounting period, after


                                     -36-

<PAGE>
 
all proper charges, including charges for depreciation, depletion, obsolescence,
amortization, interest on indebtedness and all taxes, including taxes in respect
of income.

          "Consolidated Net Tangible Assets" shall mean the total of all assets
          ----------------------------------
of the Company and its Subsidiaries (excluding any inventory adjustments which
state inventories at less than the lower of current cost or market), as shown on
a consolidated balance sheet prepared in accordance with generally accepted
accounting principles as of a date not more than 60 days prior to the date on
which any such determination is being made, but after giving effect to the
issuance of the additional Indebtedness with respect to which a determination of
Consolidated Net Tangible Assets is being made, plus 75% of the excess of the
Appraised Value of all timberlands owned by the Company and its Subsidiaries
over the book value thereof and less the sum of the following: (a) the amounts
at which intangible assets (such as organization expense, good will, trademarks,
brands, trade names, patents and unamortized discount and expense resulting from
the issuance of Indebtedness or capital shares) are carried on such balance
sheet, (b) the amount of all reserves (other than reserves for deferred income
tax and appropriate surplus reserves not set aside for liabilities recognized as
such under generally accepted accounting principles) appearing on such balance
sheet as non-current liabilities and not otherwise deducted from assets, (c) the
amount of all indebtedness and liabilities appearing on such balance sheet other
than Indebtedness and share capital, (d) the amount, if any, at which any of the
Company's capital shares appear on the asset side of such balance sheet, (e)
appropriate adjustment for outstanding stock interests in Subsidiaries
(determined in accordance with generally accepted accounting principles) and (f)
any surplus resulting from write-up (other than revaluation of timberlands as
provided for hereinbefore) subsequent to October 1, 1967 of the book value of
any such assets owned on such date resulting from a revaluation thereof
subsequent to such date, or any write-up (other than revaluation of timberlands
as provided for hereinbefore) in excess of costs of assets acquired subsequent
to such date, provided that there shall not be subtracted any surplus resulting
from any write-up of the book value of the shares held by the Company of any
Affiliate to the value thereof as shown on the books of such Affiliate, if the
books of such Affiliate are kept in accordance with generally accepted
accounting principles. For purposes of any computation of Consolidated Net
Tangible Assets, there shall be excluded the principal amount of the GP Notes;
provided, however, that if, at the time of any such computation: (x) any portion
of the Cabin Bluff Guaranteed Funded Debt may not then be satisfied by the
tender of GP(M) Notes as provided in Article IX of the Loan and Guaranty
Agreement or (y) the Company is not then able, directly (or indirectly through a
Subsidiary) and without being required to obtain the consent or approval of any
Person, to cause any portion of the Cabin Bluff Guaranteed Funded Debt to be
satisfied by the tender of GP(M) Notes as provided in Article IX of the Loan and
Guaranty Agreement upon the occurrence of an "event of default" (as defined in
the GP(M) Notes), then there shall be added to Consolidated Net Tangible Assets
an amount equal to (i) the principal amount of the GP(M) Notes then held by
Cabin

                                     -37-

<PAGE>
 
Bluff Partners (or the Company of any Subsidiary) minus (ii) the portion of the 
Cabin Bluff Guaranteed Funded Debt which is not described in either of the 
foregoing clauses (x) or (y).

          "Credit Utilization" shall have the meaning specified in (S)4.2.
           ------------------

          "Debt" shall have the meaning specified in (S)6.1.
           ----    

          "Default" shall mean any event, act or condition which with notice or 
           -------
lapse of time or both would constitute an Event of Default.

          "Differential" shall mean each of the percentages in excess of the 
           ------------
Quoted Rate and Fixed CD Rate referred to in (S)1.7(b) and (S)1.7(c), as the 
case may be.

          "Discount Rate" for each Bank shall mean the rate for acceptance of 
           -------------
drafts or bills determined by such Bank in its sole discretion.

          "Dollar Equivalent" shall mean, with respect to any currency other 
           -----------------
than U.S. dollars, the amount of U.S. dollars into which such currency could be 
converted at the Exchange Rate.

          "Domestic Office" shall mean the office of each Bank set forth 
           ---------------
opposite its name on the signature page of this Agreement under such heading, or
if only one office is set forth opposite its name, then such office.

          "Effective Date" shall have the meaning specified in (S)4.1.
           --------------

          "ERISA" shall mean the Employee Retirement Income Security Act of
           -----
1974, as amended from time to time. Section references to ERISA are to ERISA, as
in effect at the date of this Agreement and any subsequent provisions of ERISA,
amendatory thereof, supplemental thereto or substituted therefor.

          "ERISA Affiliate" shall mean each person (as defined in Section 3(9) 
           ---------------
of ERISA) which together with the Company or a Subsidiary would be deemed to be 
a member of the same "controlled group" within the meaning of Section 414(b), 
(c), (m) and (o) of the Code.

          "Eurodollar Loan" or "Eurodollar Loans" shall mean any Loan or Loans 
           ---------------      ----------------
during any period during which such Loan or Loans are bearing interest at the 
rates provided for in (S)1.7(c).

          "Eurodollar Office" shall mean the office of each Bank set forth 
           -----------------
opposite its name on the signature page of this Agreement under such heading, or
if only one office is set forth opposite its name, then such office, or such 
other office as such Bank may specify from time to time.

                                     -38-
<PAGE>
 
          "Event of Default" shall mean each of the Events of Default provided 
           ----------------
in (S)7.

          "Exchange Rate" shall mean, when converting any amount denominated in 
           -------------
a currency other than U.S. dollars into U.S. dollars, the rate quoted by the 
respective Bank making such Optional Currency Loan at the opening of business in
New York, on the date as to which any determination thereof is to be made, for 
the spot rate at which such currency is offered for sale by such Bank against 
delivery of U.S. dollars.

          "Exempted Indebtedness" shall mean, as of any particular time, the 
           ---------------------  
sum of (i) the aggregate principal amount of all then outstanding indebtedness 
for money borrowed of the Company and Subsidiaries issued, assumed or guaranteed
directly or indirectly after July 15, 1982 and secured by any mortgage, security
interest, pledge, lien or other encumbrance other than those permitted by 
(S)6.1 (without giving effect to the final proviso thereto) and (ii) all 
Attributable Debt in respect of Sale and and Lease-Back Transactions (as defined
in (S)6.4) incurred after July 15, 1982 and at such time outstanding other than
that permitted pursuant to (S)6.4 (without giving effect to the proviso
thereto).

          "Existing Agreements" shall mean the agreements set forth on Schedule 
           -------------------
III hereto.

          "First Chicago" shall mean The First National Bank of Chicago.
           -------------

          "Fixed CD Rate" shall mean with respect to each Interest Period the 
           -------------       
sum (rounded upward to the nearest 1/100 of 1%) of (A) the rate obtained by 
dividing (x) the Certificate of Deposit Rate for such Interest Period by (y) a 
percentage equal to 100% minus the stated maximum rate of all reserve 
requirements as specified in Regulation D (including, without limitation, any 
marginal, emergency, supplemental, special or other reserves) that would be 
applicable during such Interest Period to a negotiable certificate of deposit in
excess of $100,000 and with a maturity equal to such Interest Period of any 
member bank of the Federal Reserve System, plus (B) the then daily net annual 
assessment payable by Bankers to the Federal Deposit Insurance Corporation for 
insuring such certificates of deposit.

          "Fixed CD Rate Loan" or "Fixed CD Rate Loans" shall mean any Loan or 
           ------------------      -------------------
Loans during any period during which such Loan or Loans are bearing interest at 
the rates provided for in (S)1.8(b).

          "Fixed Rate Loans" shall mean the Eurodollar Loans and the Fixed CD 
           ----------------
Rate Loans.

          "GP(M) Notes" shall have the meaning assigned to such term in the Loan
           -----------
and Guaranty Agreement.

          "GP Notes" shall have the meaning assigned to such term in the Loan 
           --------
and Guaranty Agreement.

                                     -39-
<PAGE>
 
          "Indebtedness" shall mean, as to any Person, without duplication, the
           ------------
sum of (i) all obligations of such Person for borrowed money and (ii) all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments; provided that, unless otherwise provided herein with
respect to any Person, Indebtedness shall not be deemed to include (a) any lease
regardless of whether or not the lessee has an option to acquire title to the
property which is subject to such lease with or without the payment of any
consideration upon the exercise thereof, or (b) any agreement (whether with an
affiliate or any existing or prospective creditor of, or lender to, such
affiliate) to make any advance to any affiliate as a loan or as a contribution
to the capital of such affiliate or as a prepayment of the purchase price for
any property to be purchased in the future (whether payable to the affiliate or
any such creditor or lender), or (c) the indebtedness of or to any affiliate (or
in the case of the Company and its Subsidiaries, any Affiliate) and any other
intercompany items, or (d) any agreement to purchase timber, whether standing or
cut, or to cut and purchase standing timber, regardless of whether such
agreement requires payment thereunder by the Company or a Subsidiary prior to
and/or without delivery of, or cutting of, such timber, or (e) any reserves or
deferred items, including reserves for deferred income taxes. Notwithstanding
the foregoing provisions hereof, there shall be included in Indebtedness of the
Company or a Subsidiary the appropriately discounted (in accordance with
generally accepted financial practices) amount of future payments under leases
under which the Company or such Subsidiary is the lessee but only if such leases
are required to be capitalized in accordance with generally accepted accounting
principles (exclusive of any agreement to purchase timber, whether standing or
cut, or to cut and purchase standing timber regardless of whether such agreement
requires payment thereunder by the Company or a Subsidiary prior to and/or
without delivery of or cutting of such timber). In the event that any amount is
included within Indebtedness of the Company or a Subsidiary because of any lease
described in the preceding sentence hereof, an amount equal to the book value of
the property which is subject to such lease shall be included in any computation
of Consolidated Net Tangible Assets.

          "Interest Period" shall have the meaning specified in (S)1.8.
           ---------------  

          "Interim Maturity Date" shall mean each date prior to the Termination
           ---------------------  
Date on which Syndicate Loans or Commitment Loans mature.

          "Lending Office" shall mean for each Bank the office specified
           --------------
opposite such Bank's name on the signature pages hereof with respect to

                                     -40-

<PAGE>
 
each Type of Loan, or such other office as such Bank may designate in writing
from time to time to the Company and the Paying Agent with respect to such Type
of Loan.

          "Loan and Guaranty Agreement" shall mean the Loan and Guaranty
           ---------------------------
Agreement dated as of August 23, 1988 among Cabin Bluff Partners, the Company
and Scott Paper Company, as Guarantors, and The Sumitomo Bank, Limited, New York
Branch, as the same may be amended or modified from time to time.

          "Loans" shall have the meaning specified in (S)1.1.
           -----

          "Margin Stock" shall have the meaning assigned to such term in
           ------------
Regulation U of the Board of Governors of the Federal Reserve System as from
time to time in effect.

          "Net Tangible Assets" in the case of an Affiliate shall mean the total
           -------------------
of all assets of such Affiliate and subsidiaries thereof (excluding all
intercompany items and any inventory adjustments which state inventories at less
than the lower of current cost or market), as shown on a balance sheet prepared
in accordance with generally accepted accounting principles as of a date not
more than 60 days prior to the date on which such determination is being made
less the sum of the following: (a) the amount at which intangible assets (such
----
as organization expense, good will, trademarks, brands, trade names, patents and
unamortized discount and expense resulting from the issuance of Funded Debt or
shares) are carried on such balance sheet, (b) the amount of all reserves (other
than reserves for deferred income tax and appropriated surplus reserves not set
aside for liabilities recognized as such under generally accepted accounting
principles) appearing on such balance sheet as non-current liabilities and not
otherwise deducted from assets, (c) the amount of all indebtedness and
liabilities appearing on such balance sheet other than Indebtedness and share
capital, (d) the amount, if any, at which any of the Company's shares appear on
the asset side of such balance sheet, (e) appropriate adjustment for outstanding
stock interests not owned by such Affiliate or subsidiaries thereof in
subsidiaries of such Affiliate, (f) any surplus resulting from any write-up
subsequent to October 1, 1967 of the book value of any of such assets owned on
any such date resulting from a revaluation thereof subsequent to such date, or
any write-up in excess of costs of assets acquired subsequent to such date and
(g) in the case of Cabin Bluff Partners, the principal amount of the GP Notes.

          "Notes" shall have the meaning specified in (S)1.5.
           -----

          "Notice of Borrowing" shall mean a Notice of Syndicate Borrowing or a
           -------------------
Notice of Commitment Borrowing.

          "Notice of Commitment Borrowing" shall have the meaning specified in
           ------------------------------
(S)1.3(b).

                                     -41-

<PAGE>
 
          "Notice of Syndicate Borrowing" shall have the meaning specified in 
           -----------------------------
(Sec.)1.3(a).

          "Notice Office" shall mean (i) with respect to any Syndicate Loan, the
           -------------
office of the Paying Agent located at One First National Plaza, Chicago, 
Illinois, or such other office of the Paying Agent as the Paying Agent may 
designate in writing to the Company and the other Banks, and (ii) with respect 
to any Commitment Loan, the office of the Bank making such Commitment Loan 
specified opposite its signature hereto or at such other office of such Bank as 
such Bank may designate in writing to the Company from time to time.

          "Optional Currency" shall mean any currency other than U.S. dollars.
           -----------------

          "Outstanding Utilization" shall mean at any time the sum of the 
           -----------------------
outstanding principal amount (including the Dollar Equivalent of Loans made in 
an Optional Currency determined at the Exchange Rate in effect on the date such 
Loan is made) of all Loans (including Special Facility Loans) and the
outstanding Principal Component of all Acceptances; the Outstanding Utilization
of any Bank shall mean at any time the sum of the outstanding principal amount
(including the Dollar Equivalent of Loans made in an Optional Currency
determined at the Exchange Rate in effect on the date such Loan is made) of
Loans (other than Special Facility Loans) made by such Bank and the outstanding
Principal Component of Acceptances discounted by such Bank and such Bank's pro
rata share of outstanding Special Facility Loans (including the Dollar
Equivalent of Special Facility Loans made in an Optional Currency determined at
the Exchange Rate in effect on the date such Loan is made).

          "Payment Agent" shall mean First Chicago, provided that if First 
           ------------
Chicago shall cease to constitute a Bank hereunder, Bankers shall become the 
Paying Agent.

          "Payment Office" shall mean the office of the Paying Agent located at 
           -------------
One First National Plaza, Chicago, Illinois, or such other office of the Paying 
Agent as the Paying Agent may designate in writing to the Company and the other 
Banks.

          "Person" shall mean and include any person, firm, corporation, 
           ------
association, trust or other enterprise or any governmental or political 
subdivision or agency, department or instrumentality thereof.

          "Plan" shall mean any multiemployer or single-employer plan as defined
           ----
in Section 4001 of ERISA, which is maintained, or at any time during the five 
calendar years preceding the date of this Agreement was maintained for employees
of the Company or a Subsidiary or an ERISA Affiliate.

                                     -42-
<PAGE>
 
          "PBGC" shall mean the Pension Benefit Guaranty Corporation established
           ----
pursuant to Section 4002 of ERISA, or any successor thereto.

          "Prime Lending Rate" shall mean the rate which Bankers announces from 
           ------------------
time to time at its principal office as its prime lending rate; any change of 
interest resulting from a change in the Prime Lending Rate shall be effective on
the effective date of each change therein.

          "Principal Component" shall mean the face amount of an Acceptance less
           -------------------
the discount incurred in respect thereof. 

          "Principal Property" shall mean (i) any paperboard, paper or pulp
           ------------------
mill or any paper converting plant or foundry or any other manufacturing plant
or facility located within the United States of America or Canada of the Company
or any Subsidiary except any such plant or facility which the Board of Directors
by resolution declares is not of material importance to the total business
conducted by the Company and its Subsidiaries as an entirety and (ii) any timber
or timberlands of the Company or any Subsidiary.

          "Quoted Rate"  shall mean the average of the offered quotation to 
           -----------
first class banks in the interbank Eurodollar market by each of the Reference 
Banks for U.S. dollar deposits of amounts in immediately available funds 
comparable to the outstanding principal amount of the Eurodollar Loan of such 
Reference Bank as to which a Quoted Rate determined with reference to such 
offered rate will apply with maturities comparable to the Interest Period for 
which such Quoted Rate will apply as of 10:00 A.M. (New York time) two Business
Days prior to the commencement of such Interest Period, without any addition to 
such offered quote to give effect to the reserve requirements established for 
Eurodollar transactions by Regulation D, provided that, if any Reference Bank 
fails to provide the Paying Agent with its aforesaid quotation, then the Quoted 
Rate shall be based on the quotation or quotations provided to the Paying Agent 
by the other Reference Bank or Reference Banks.

          "Reference Banks" shall mean Bankers, First Chicago and Morgan 
           ---------------
Guaranty Trust Company of New York.

          "Regulation D" shall mean Regulation D of the Board of Governors of 
           ------------
the Federal Reserve System as from time to time in effect or any successor to 
all or a portion thereof establishing reserve requirements.

          "Reportable Event" shall mean an event described in Section 4043(b) of
           ----------------
ERISA with respect to a Plan as to which the notice requirement has not been 
waived by the PBGC.

          "Required Banks"  shall mean (i) for all purposes of this Agreement 
           --------------
other than (Sec.)7 and prior to the Termination Date for all Banks, Banks with
Commitments aggregating at least 66 2/3% of the Total Commitments, (ii) solely
for purposes of (Sec.)7 of this Agreement and prior to the Termination Date for
all Banks, either (x) Banks with Commitments aggregating at least 66 2/3% of the
Total Commitments or (y) Banks with Commitments and Qualified Loans (as defined
in the next sentence) aggregating at least 66 2/3% of the Total Commitments and
(iii) on and after the Termination Date for all Banks, the holders of Notes theb
                                     -43-
<PAGE>
 

outstanding principal amount of which aggregate at least 66 2/3% of the
aggregate outstanding principal amount of all Notes. The "Qualified Loans" of
any Bank shall mean the amount by which (i) the outstanding principal amount of
Loans by such Bank (including Special Facility Loans) calculated, in the case of
Loans made in Optional Currencies, on the basis of the Exchange Rate on the date
the Loan is made, plus the Principal Component of all outstanding Acceptances by
such Bank, exceeds (ii) the Commitment of such Bank.

          "Restricted Margin Stock" shall mean at the time of determination
           -----------------------
thereof, all of the Margin Stock owned by the Company to the extent the value of
such Margin Stock does not exceed 25% of the value of the consolidated total
assets of the Company and its Subsidiaries subject to the provisions of (Sec.)6.

          "Roll-Over Borrowing" shall mean a Borrowing wherein the aggregate
           -------------------
principal amount of the Interim Syndicate Loans being incurred equals or is less
than the aggregate principal amount of the Interim Syndicate Loans maturing on
the date of such Borrowing.

          "Significant Subsidiary" shall mean the Subsidiaries listed in the
           ----------------------
appropriate exhibit to the Company's Annual Report on Form 10-K most recently
filed with the United States Securities and Exchange Commission.

          "Special Facility Loan" shall mean any Loan bearing interest at the
           ---------------------
rates provided in (Sec.)2.

          "Special Rate" for each Bank shall mean the rate of interest
           -------------
determined by such Bank in its sole discretion to be applicable to a Special
Facility Loan for a specified Interest Period.

          "Subsidiary" shall mean any company in which the Company and its 
           -----------
Subsidiaries now have or may hereafter acquire an aggregate of at least 90% of 
the voting stock, provided that the term "Subsidiary" shall not include any 
company which the Chairman of the Board or the President of the Company has 
designated as an "Unrestricted Company" by 30 days, written notice to the Banks;
provided, however, that in no event shall the aggregate of all investments, 
loans and advances made by the Company and its Subsidiaries, on a consolidated 
basis, in Unrestricted Companies exceed at any one time outstanding 
$250,000,000; and such Unrestricted Company shall not thereafter be deemed a 
"Subsidiary" under this Agreement until 30 days after the giving of written
notice by the Company to the Banks of a date (a) which occurred within the 10
day period ending with the date upon which such notice is given, (b) which has 
been fixed by the Chairman of the Board of the President of the Company as the 
date upon which such company shall no longer be an Unrestricted Company and (c) 
which is a date upon which all of the Funded Debt of such company would have 
been permitted to be incurred under this Agreement if such Company was a 
Subsidiary. On the date hereof Mead Leasing Company, M-B Pulp Company, Mead 
Timber Company, R. Corp., Mead Reco, Inc., Mead Reinsurance Corporation, Adena 
Syndicate, Ltd., Westbury Reinsurance Limited, Mead Holdings S.A. and Mead 
Reassurance S.A. constitute the only Unrestricted Companies.

          "Syndicate Loan" shall mean a Loan which is a Base Rate Loan (except 
           --------------
to the extent made pursuant to (Sec.)2.4), a Fixed CD Rate Loan or a Eurodollar 
Loan and which is not a Commitment Loan, Special Facility Loan or Acceptance.

                                     -44-
<PAGE>
 

          "Termination Date" shall mean (i) with respect to any Bank, the
           ----------------
earlier of (A) the fourth anniversary of the date (the "Notice Date") specified
in a notice delivered by such Bank to the Company and the Paying Agent on, or
not more than 30 days prior to, such Notice Date, to the effect that such Bank
will terminate its Commitment in full effective on such fourth anniversary,
provided that no Termination date pursuant to this clause (A) shall occur prior
to November 15, 1993, and (B) the date upon which the Company has terminated the
Commitment of such Bank pursuant to (Sec.)1.13, and (ii) with respect to all the
Banks, the date upon which the Total Commitment is terminated by the Company
pursuant to (Sec.)1.13 or by all Banks pursuant to clause (i) of this
definition.

          "Total Commitments" shall mean at any time the aggregate of all the 
           -----------------
Commitments of all the Banks.

          "Type" shall mean any kind of Loan, i.e., whether such Loan is a Base
           ----
Rate Loan, a Fixed CD Rate Loan or a Eurodollar Loan.

          "Unutilized Commitment" shall mean, at any time for any Bank, an
           ---------------------
amount equal to the Commitment of such Bank less the sum of (i) outstanding
principal amount of Loans (including Special Facility Loans) calculated, in the
case of Loans made in an Optional Currencies, on the basis of the Exchange Rate
in effect on the date such Loan is made, and (ii) the outstanding Principal
Component of all Acceptances discounted by such Bank.

          "Unfunded Current Liability" of any Plan means the amount, if any, by 
           --------------------------
which the present value of the accrued vested benefits under the Plan as of the 
close of its most recent plan year exceeds the fair market value of the assets 
allocable thereto, determined in accordance with Section 412 of the Code.

          "Unrestricted Margin Stock" shall mean all of the Margin Stock owned 
           -------------------------
by the Company and its Subsidiaries which is not Restricted Margin Stock.

          "written" or "in writing" shall mean any form of written communication
           -------         -------
or a communication by means of telex, telecopier device, telegraph or cable.

          10.2 Accounting Principles; Computations. (a) Except as otherwise
               -----------------------------------
specifically provided herein, all statements to be prepared and determinations
to be made under this Agreement, including (without limitation) those pursuant
to (Sec.)5, shall be prepared and made in accordance with generally accepted
accounting principles applied on a basis consistent with the accounting
principles reflected in the audited consolidated financial statements of the
Company and its Subsidiaries for the most recent fiscal year. All calculations
and computations determined in compliance with (Sec.)6 shall utilize accounting
principles and policies in conformity with those used to prepare the financial
statements referred to in (Sec.)8.1.

          (b) All computations of interest and Commissions hereunder shall be
made on the actual number of days elapsed over a year of 365 or 366 days, as the
case may be, provided that interest in respect of Fixed Rate Loans and Special
Facility Loans and the Discount Rate in respect of Acceptances shall be computed
on the basis of the actual number of days elapsed over a year of 360 days.

          10.3 Exercise of Rights. Neither the failure nor delay on the part of 
           -----------------------
any of the Banks or any holder of a Note to exercise any right, power or

                                     -45-
<PAGE>
 
privilege under this Agreement shall operate as a waiver thereof, nor shall any 
single or partial exercise of any right, power or privilege under this Agreement
preclude any other or further exercise thereof, or the exercise of any other 
right, power or privilege. The rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which the Banks and the 
holders of the Notes would otherwise have. No notice to or demand on the Company
in any case shall entitle the Company to any other or further notice or demand 
in similar or other circumstances or constitute a waiver of the right of the 
Banks and the holders of the Notes to any other or further action in any 
circumstances without notice or demand.

          10.4 Amendment and Waiver. With the prior written consent of the 
               --------------------
Required Banks and the Company any provision of this Agreement may be amended, 
waived, supplemented, restated, discharged or terminated; except that the 
written consent of the Company, all of the Banks and each holder of a Note shall
be required: (i) to extend the final maturity of any Loan or Note, or reduce the
rate or extend the time of payment of interest or Fees thereon, or reduce the 
principal amount thereof, or, except as provided in (Sec.)1.14, increase the 
Commitment of any Bank over the amount thereof then in effect (it being 
understood that a waiver of any Default or Event of Default or of a mandatory 
reduction in the Total Commitment shall not constitute a change in the terms of 
any Commitment of any Bank), (ii) to amend, modify or waive any provision of 
this Section, or (Secs.)9.5, 10.2(b), 10.5, 10.6, 10.12, or 10.13 or (iii) to 
reduce the percentage specified in the definition of Required Banks.

          10.5 Expenses. The Company shall pay all reasonable out-of-pocket 
               --------
expenses (x) of the Agents incurred in connection with the development, 
preparation, execution, delivery, enforcement and administration of this 
Agreement and any and all agreements supplementary hereto and the Notes and the 
making and repayment of the Loans and the payment of interest, including, 
without limitation, the reasonable fees and expenses of White & Case, special 
counsel for the Banks and (y) of each Bank incurred in connection with the 
enforcement of any of the foregoing, including, without limitation, the 
reasonable fees and expenses of any counsel for any of the Banks (who may be
employees of such Bank). In addition, the Company agrees to pay, and to save the
Agents and the Banks harmless from all liability for, any stamp or other
documentary taxes which may be payable in connection with the execution or
delivery of this Agreement, the borrowings hereunder, the issuance of the Notes,
or the creation of Acceptances or of any other instruments or documents provided
for herein or delivered or to be delivered hereunder or in connection herewith.
The Company agrees to indemnify, defend and hold the Agents and each of the
Banks harmless from and against any and all liability (including, without
limitation, interest, penalties and all reasonable attorneys' fees) to which
either Agent or any of the Banks may become subject insofar as such liability
arises out of or is based upon a suit or proceeding or governmental action
brought or taken in connection with the use of the proceeds of the loans to
acquire the stock or assets of any Person, whether such Agent or such Bank is a
party thereto or is otherwise required to respond thereto, provided that the
Company shall not be liable hereunder with respect to claims directly arising
out of (i) any settlement made without its consent, which consent will not
unreasonably be withheld, (ii) any proceeding brought against such Agent or such
Bank by a security holder of such Agent or such Bank based upon rights

                                     -46-
<PAGE>
 
afforded such security holder solely in its capacity as such, and (iii) the
gross negligence or wilful misconduct of such Agent or such Bank. All
obligations provided for in this (Sec.)10.5 shall survive any termination of
this Agreement.

          Section 10.6. Benefit of Agreement. (a) This Agreement shall be 
                        --------------------
binding upon and inure to the benefit of and be enforceable by the respective 
successors and assigns of the parties hereto, provided that the Company may not 
assign or transfer any of its interest hereunder without the prior written 
consent of each Bank.

          (b) Any Bank may make, carry or transfer Loans at, to or for the 
account of, any of its branch offices or the office of an Affiliate of such 
Bank, provided that the Company shall not be liable for any increased cost or 
taxes or other identified liabilities that a Bank may incur as a result of any 
transfer by such Bank of any Type of Loans from the office where initially 
maintained. For the purposes of this clause (b), "Affiliate" shall mean, with 
respect to any Bank, any other Person (i) directly or indirectly controlling 
(including, but not limited to, all directors and officers of such Bank), 
controlled by, or under direct or indirect common control with, such Bank or 
(ii) that directly or indirectly owns more than 5% of the voting securities of 
such Bank. A Person shall be deemed to control a corporation if such Person 
possesses, directly or indirectly, the power to direct or cause the direction of
the management and policies of such corporation, whether through the ownership 
of voting securities, by contract or otherwise.

          (c) No Bank may assign its rights and its obligations under this 
Agreement, and no Bank may sell participations in all or any part of any Loan or
Loans made by it or its Commitment or any other interest herein or in its Note,
except in either case upon notice to the Company and each Agent and with the
prior written consent of the Company, which consent shall be given in the sole
discretion of the Company. In the case of an assignment consented to by the
Company, the assignee shall have, to the extent of such assignment (unless
otherwise provided therein), the same rights and benefits as it would have if it
were a Bank hereunder and the holder of a Note. In the case of a participation
consented to by the Company, the participant shall not have any rights under
this Agreement or any Note or any other document delivered in connection
herewith (the participant's rights against such Bank in respect of such
participation to be those set forth in the agreement executed by such Bank in
favor of the participant relating thereto) and all amounts payable by the
Company under (Secs.)1.9, 1.10 and 3.4 hereof shall be determined as if such
Bank had not sold such participation.

          10.7 Descriptive Headings. The descriptive headings of the various 
               --------------------
provisions of this Agreement are inserted for convenience of reference only and 
shall not be deemed to affect the meaning or construction of any of the 
provisions hereof.

          10.8 Notices, Requests, Demands. All notices, requests, demands or 
               --------------------------
other communications to or upon the respective parties hereto shall be deemed to
have been given or made three days after having been deposited in the mails, 
postage prepaid, or, in the case of telex or telegraphic notice, when delivered

                                     -47-
<PAGE>
 
to the telex or telegraph company, or in the case of telex or telecopier notice
sent over a telex or a telecopier machine owned or operated by a party hereto,
when sent, addressed to the Company, the Agents or the Banks, as the case may
be, at their respective addresses shown opposite their signatures hereto or at
such other address as any of the parties hereto may hereafter specify in writing
to the others, except that any communication with respect to a change of address
shall be deemed to be given or made when received by the party to whom such
communication was sent. No other method of giving notice is hereby precluded.

          10.9 Survival of Representations and Warranties. All representations
               ------------------------------------------
and warranties contained herein or otherwise made in writing by the Company in
connection herewith shall survive the execution and delivery of this Agreement
and the Notes.

          10.10 Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT
                -----------------------------------------
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, AND UNDER
THE NOTES SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to
this Agreement or any Note may be brought in the courts of the State of New York
or of the United States for the Southern District of New York, and, by execution
and delivery of this Agreement, the Company hereby irrevocably accepts for
itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts in connection with such legal action or
proceeding. The Company further irrevocably consents to the service of process
out of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
the Company at its address set forth opposite its signature below, such service
to become effective 30 days after such mailing. Nothing herein shall affect the
right of the Agent, any Bank or the holder of any Note to serve process in any
other manner permitted by law or to commence legal proceedings or otherwise
proceed against the Company in any other jurisdiction.

          (b) The Company hereby irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Agreement or any Note
brought in the courts referred to in clause (a) above and hereby further
irrevocably waives and agrees not to plead or claim in any such court that any
such action or proceeding brought in any such court has been brought in an
inconvenient forum.

          10.11 Counterparts. This Agreement may be executed in any number of
                ------------                 
copies, and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument.
Complete counterparts of this Agreement shall be lodged with the Company and the
Agents and each Bank shall receive an executed counterpart of this Agreement
executed by the Company and the Agents.

          10.12 Right of Setoff. In addition to any rights now or hereafter
                ---------------
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence of an Event of Default, each Bank is hereby

                                     -48-
<PAGE>
 
authorized at any time or from time to time, without presentment, demand, 
protest or other notice of any kind to the Company or to any other Person, any 
such notice being hereby expressly waived, to set off and to appropriate and 
apply any and all deposits (general or special) and any other indebtedness at 
any time held or owing by such Bank (including without limitation by branches 
and agencies of such Bank wherever located) to or for the credit or the account 
of the Company against and on account of the obligations and liabilities of the 
Company to such Bank under this Agreement, the Notes and the Acceptances, 
including, without limitation, all interests, in obligations purchased by such 
Bank pursuant to Section 10.13, and all other claims of any nature or 
description arising out of or connected with this Agreement, the Notes and the 
Acceptances, irrespective of whether or not such Bank shall have made any 
demand hereunder and although said obligations, liabilities or claims, or any of
them, shall be contingent or unmatured.

          10.13 Proration of Excess Payments. The Banks agree among themselves
                ----------------------------
that, with respect to all amounts received by them which are applicable to the
payment of principal of or interest on the Notes and Acceptances, equitable
adjustment will be made so that, in effect, all such amounts will be shared
ratably among the Banks on the basis of the amounts then owed and due to each of
them in respect of such obligation, whether received by voluntary payment, by
realization upon security, by the exercise of the right of set-off or bankers,
lien, by counterclaim or cross action, under or pursuant to this Agreement, the
Notes or otherwise. Each of the Banks agrees that if it should receive any
payment on its Notes of a sum or sums in excess of its pro rata portion, then
                                                       --------
the Bank receiving such excess payment shall purchase for cash from the other
Banks an interest in the Notes of such Banks in such amount as shall result in a
ratable participation by each of the Banks in the aggregate unpaid amount of all
outstanding Notes then held by all of the Banks. If all or any portion of such
excess payment is thereafter recovered from such Bank, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

          10.14 Judgment Currency.  If for the purposes of obtaining or 
                -----------------
enforcing a judgment in any court with respect to any obligation of the Company
to any Bank hereunder or under any Note it becomes necessary to convert any
amount due hereunder or under such Note in one currency (the "first currency")
into another currency (the "second currency"), then such conversion shall be
made at the buying spot rate of exchange for which the respective Bank would
purchase the first currency with the second currency at the close of business on
the day before the day on which the judgment is given at the place where such
court is located, of which rate of exchange such Bank shall notify the Company.
If there is a change in such rate of exchange prevailing between the day before
the day on which the judgment is given and the date of payment thereof, the
Company agrees to pay such additional amounts (if any) as may be necessary to
insure that the amount paid on such date is the amount in the second currency
which, when converted into the first currency at such rate of exchange in effect
on the date of payment, is the amount then due under this Agreement or under
such Note in the first currency. Any amount due under this Section 10.14 will be
due as a separate debt and shall not be affected by or merged into any judgment
being obtained for any other sums due under or in respect of the loans. In no
event, however, shall the Company be required to

                                     -49-
<PAGE>
 
pay more in the first currency at such rate of exchange when payment is made 
than the amount of the first currency stated to be due hereunder or under such 
Note, so that in any event the Company's obligations hereunder and under the 
Notes will be effectively maintained as obligations in the first currency.

          IN WITNESS WHEREOF, each of the parties hereto has caused a 
counterpart of this Agreement to be duly executed and delivered as of the date 
first above written.
<TABLE>
<CAPTION> 
<S>                                  <C> 
Courthouse Plaza Northeast           THE MEAD CORPORATION
Dayton, Ohio  45463
Telephone No.: 513-222-6323
Telecopy No.: 513-228-5555           By: W. A. ENOUEN
Telex No.: 288033                        Senior Vice President
Attention: Treasurer                     and Chief Financial Officer

280 Park Avenue, 14M                 BANKERS TRUST COMPANY,
New York, New York  10017               Individually and as Agent 
Telephone No.: 212-850-3582              
Telecopy No.: 212-850-2605           By: RAYMOND S. MILLER
                                         Managing Director
Attention: Mark A. Attarian

One First National Plaza             THE FIRST NATIONAL BANK OF
Suite 0088                              CHICAGO, Individually and as Agent
Chicago, Illinois 60670
Telephone No.: 312-732-6246
Telecopy No.: 312-732-4840
Telex No.: 190201 Answerback:        By: ROBERT L. JACKSON
  FNBC UT                                Vice President
Attention: Dennis E. Degen

Domestic Office                      MORGAN GUARANTY TRUST COMPANY
                                        OF NEW YORK, Individually and as Agent
60 Wall Street
New York, New York  10260            
Telephone No.: 212-483-2323          By: ROBERT ELLIOTT    
Telecopy No.: 212-837-5008               Vice President 
Telex No.: 232194
Attention: Robert Elliott
</TABLE> 
                                     -50-
<PAGE>
 
<TABLE> 
<CAPTION> 
<S>                                  <C> 
399 Park Avenue                      CITIBANK, N.A.
New York, New York  10022
Telephone No.: 212-559-8324
Telecopy No.: 212-308-1830           By: JAMES P. LYDON
Telex No.: 4312033                       Vice President
Attention: James Lydon

Two First National Plaza             AMSTERDAM-ROTTERDAM BANK N.V.
20 South Clark Street
Suite 500
Chicago, Illinois  60603             By: JAMES A. RAFF
Telephone No.: 312-641-2676              Vice President
Telecopy No.: 312-641-2677
Telex No.: 203042                    By: THOMAS A. BYRON
Attention: Tom Byron                     Senior Vice President

New York Branch                      DEUTSCHE BANK AG
31 West 52nd Street                  New York/Cayman Islands Branch
New York, New York  10019
Telephone No.: 212-474-8000
Telecopy No.: 212-474-8212           By: MARTIN E. RAY
Telex No.: 177747 or 428360              Assistant Vice President
Attention: Mr. Nikita Rossinsky
                                     By: DETLEV STAECKER
                                         Executive Vice President

Domestic Office                      NATIONAL WESTMINSTER BANK, PLC
Suite 1130
33 North Dearborn Street
Chicago, Illinois  60602-3105        By: ANDY OBBARD
Telephone No.: 312-621-1500              Vice President
Telecopy No.: 312-621-1564
Telex No.: 256150
Attention: Andy Obbard

The Equitable Tower                  BANQUE PARIBAS
787 Seventh Avenue
New York, New York  10019
Telephone No.: 212-841-2000          By: STANLEY BERKMAN
Telecopy No.: 212-265-9056               Vice President
Telex No.: WU 640149
Attention: Stanley Berkman           By: MARY FINNEGAN
           Mary Finnegan                 Assistant Vice President

</TABLE> 
                                     -51-
<PAGE>
 
Domestic Office                      THE BANK OF NOVA SCOTIA
Atlanta Agency
55 Park Place, Suite 650
Atlanta, Georgia 30303               By: F. C. H. ASHBY
Telephone No.: 404-581-0807              Senior Assistant Agent
Telecopy No.: 404-525-3833
Telex No.: 00542319
Attention: C. Ashby
Eurodollar Lending Office-Nassau
Corporate Branch c/o Atlanta Agency

New York Branch                      SWISS BANK CORPORATION
Box 395 Church Street Station
New York, New York  10008
Telephone No.: 212-574-3526          By: TERRENCE P. SWEENEY
Telecopy No.: 212-574-3852               Vice President
Telex No.: RCA 232432-33
Attention: Mark Sheetz

611 Woodward                         NATIONAL BANK OF DETROIT
Detroit, Michigan  48226
Telephone No.: 313-225-2523
Telecopy No.: 313-225-1671           By: MARITA GROBBEL
Telex No.: 4320060                       Vice President
Attention: Marita Grobbel

One World Trade Center               THE SUMITOMO BANK, LIMITED
Suite 9651                           NEW YORK BRANCH
New York, New York  10048
Telephone No.: 212-553-0100
Telecopy No.: 212-524-0612           By: C. MICHAEL GARRIDO
Telex No.: 125790                        Vice President
Attention: C. Michael Garrido

225 West Washington Street           WESTPAC BANKING CORPORATION
Chicago, Illinois  60606
Telephone No.: 312-630-0170
Telecopy No.: 312-332-3527           By: PHILIP DEROZIERE
Telex No.: 210103                        Vice President
Attention: Karin Janowski

                                     -52-
<PAGE>
 
30 South Wacker Drive                UNION BANK OF SWITZERLAND
Chicago, Illinois  60606
Telephone No.: 312-993-5400
Telecopy No.: 312-993-5530           By: DAVID M. DANHAUER
Telex No.: 253674                        Vice President
Attention: David Danhauer
                                     By: ROBERT R. REUTER
                                         Vice President
 
301 North Main Street                WACHOVIA BANK AND TRUST CO., N.A.
Winston-Salem, North Carolina 27103
Telephone No.: 919-770-4194
Telecopy No.: 919-770-6136           By: MARK C. FLATIN
Telex No.: 440585                        Vice President
Attention: Mark Flatin

1111 East Main Street                SOVRAN BANK, N.A.
Richmond, Virginia  23219
Telephone No.: 804-788-2000
Telecopy No.: 804-788-6954           By: JOHN D. STAKEL
Telex No.: 823468                        Assistant Vice President
Attention: John D. Stakel

National Banking Department
1900 Fifth Avenue North              AMSOUTH BANK, N.A.
Birmingham, Alabama 35203
Telephone No.: 205-326-5075
Telecopy No.: 205-326-5601           By: ROBERT C. COFIELD, JR.
Telex No.: 6827189                       Assistant Vice President
Attention: Robert C. Cofield, Jr.

425 Walnut Street                    STAR BANK, N.A., CINCINNATI
Cincinnati, Ohio 45202
Telephone No.: 513-632-4028
Telecopy No.: 513-632-2068           By: WAYNE J. SHIRCLIFF
Telex No.: 214515                        Senior Vice President
Attention: Carol Browning

                                     -53-
<PAGE>
 
                                                                       EXHIBIT A


                                     NOTE

                                                              New York, New York
                                                              ___________, 19___

     THE MEAD CORPORATION, an Ohio corporation (the "Company"), FOR VALUE
RECEIVED, hereby promises to pay to the order of _________ (the "Payee") at the
office of The First National Bank of Chicago located at One First National
Plaza, Chicago, Illinois, the principal amount of each Loan made pursuant to,
and as defined in, the Agreement referred to below on the last day of the
Interest Period (as defined in the Agreement) applicable thereto or if less, the
aggregate unpaid principal amount of the Loans made pursuant to the Agreement,
in lawful money of ______________________________________________ (in __________
funds), provided that all Commitment Loans and Special Facility Loans (each as
defined in the Agreement) evidenced hereby shall be payable at the office of the
Payee located at _______________________________.

     The Company promises also to pay interest on the unpaid principal amount
hereof in like money at said office from the date hereof until paid at the rates
per annum which shall be determined in accordance with the provisions of 1.7 and
2 of the Credit Agreement (as the same may be amended or modified from time to
time, the "Agreement"), dated as of November 15, 1989, among the Company, the
Payee and the other banks party thereto, said interest to be payable at the
times provided for in the Agreement.

     This Note evidences all Special Facility Loans, including all Loans made in
an Optional Currency (as defined in the Agreement). The principal and interest
of all Loans made in an Optional Currency evidenced hereby shall be payable in
the Optional Currency (as defined in the Agreement) in which made and in the
amount in which made, whether or not the Dollar Equivalent (as defined in the
Agreement) of any such Loan, together with all other Loans evidenced hereby,
shall from time to time exceed the amount hereof.

     This Note is one of the Notes referred to in the Agreement and is entitled
to the benefits thereof. As provided in the Agreement, this Note is subject to
prepayment, in whole or in part, as specified in the Agreement. In case an Event
of Default (as defined in the Agreement) shall occur and be continuing, the
principal of and accrued interest on this Note may be declared to be due and
payable in the manner and with the effect provided in the Agreement.

     The Company hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.





<PAGE>
 
     This Note shall be construed in accordance with and be governed by the law 
of the State of New York.

                                             THE MEAD CORPORATION



                                             By ___________________
                                             Title:                    




<PAGE>
 
                                                                SCHEDULE I
                                                                ----------
                                                                (to Exhibit A)


                          LOAN AND REPAYMENT SCHEDULE





                                     Amount of        Unpaid
                 Amount and          Principal       Principal       Notation
Date            Type of Loan         Repayment        Balance         Made by
----            ------------         ---------       ---------       --------


<PAGE>
 
                                                                       EXHIBIT B
                                                                       ---------

                         OPINION OF COMPANY'S COUNSEL

     The opinion of ____________________________________________, counsel to the
Company, referred to in Section 4.1(e) of the Agreement to which this Exhibit is
annexed shall be to the effect that:

     1.   The Company is a duly organized and existing Ohio corporation in good 
standing in Ohio.

     2.   The Company has the corporate power and authority to execute, deliver 
and carry out the terms and provisions of the Agreement, the Acceptances and the
Notes and has taken all necessary corporate action to authorize the execution 
and delivery of the Agreement, the Acceptances and the Notes and the borrowings 
under the Agreement.

     3.   The Agreement and the Notes constitute, and each of the Acceptances
when executed and delivered pursuant to the Agreement will constitute, the
legal, valid and binding obligations of the Company enforceable in accordance
with their respective terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency or similar laws affecting generally the
enforcement of creditors' rights and except that the enforceability of the
Company's obligations under the Agreement, the Acceptances and the Notes is
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

     4.   The making of the Agreement and compliance with its terms and the 
issuance of the Notes and the creation of Acceptances as contemplated therein 
will not violate any provision of applicable law or of the Company's Amended 
Articles of Incorporation or Regulations and will not result in a breach of any 
of the terms and conditions of or result in the imposition of any lien, charge 
or encumbrance upon any property of the Company pursuant to, or constitute a 
default under, any indenture or other agreement or instrument known to such 
counsel under which the Company is a party or is obligated, the Company's 
Amended Articles of Incorporation or Regulations or any law or any order, rule, 
regulation, writ, injunction or decree known to such counsel of any government, 
governmental instrumentality or court having jurisdiction over the Company or 
its property.

     5.   No authorization, approval, consent, permit, license or order of any 
federal, state or local government or agency thereof is required for the 
execution, delivery or performance of the Agreement, the Acceptances or the 
Notes.

     6.   Except as set forth in the Company's Form 10-K for the period ended 
December 31, ______, and the Company's Form 10-Q for the quarter[s] ended 
_________, each of which has been previously delivered to you, as to which such 
counsel is not called upon to render an opinion, there is, to such counsel's 
knowledge, no litigation or proceeding pending or threatened against

<PAGE>
 
or affecting either the Company or any of its present Subsidiaries or Affiliates
in which the possible liability, if any, would have a material adverse effect on
the consolidated financial condition of the Company and its Subsidiaries taken 
as a whole.
<PAGE>
 
                                                                      SCHEDULE I


         A.   INDEBTEDNESS PERCENTAGE ($000)
              ----------------------------- 
<TABLE> 
<CAPTION> 
<S>                                                                     <C> 
A(1)  Funded Debt
                                                                        ------- 
A(2)  Sum of (S)6.2(d)(i),
      (ii) and (iii) Assets
                                                                        ------- 
A(3)  Indebtedness Percentage                                                 %
                                                                        =======

                         B.  ADDITIONAL DEBT CAPACITY
                             ------------------------

B(1)  Present Sum of (S)6.2(d)(i),
      (ii) and (iii) Assets
                                                                        ------- 
B(2)  Percentage of Test                                                   0.60
                                                                        ------- 
B(3)  Test Percent of Sum of
      (S)6.2(d)(i), (ii) and
      (iii) Assets                                                      -------
B(4)  Less: Present Funded Debt
                                                                        ------- 
                                                                         
B(5)  Subtotal
                                                                        ------- 
B(6)  Factor of Test                                                       2.50
                                                                        ------- 
B(7)  Additional Debt Capacity
      (assuming such additional                                         -------
      debt is invested in (S)6.2(d)(i)
      and (ii) assets)

                  C.  POSSIBLE REDUCTION IN (S)6.2(d) ASSETS
                      -------------------------------------- 
C(1)  Debt
                                                                        ------- 
C(2)  Percentage of Test                                                   0.60
                                                                        ------- 
C(3)  Adjusted Debt
                                                                        ------- 
C(4)  Sum of (S)6.2(d)(i), (ii)
      and (iii) Assets
C(5)  Less: Adjusted Debt                                               -------
                                                                        ------- 
C(6)  Possible Reduction in
      (S)6.2(d)(i), (ii) and
      (iii) Assets
                                                                        =======
</TABLE> 
<PAGE>
 
                                                                   SCHEDULE II
<TABLE> 
<CAPTION> 
          BANK                                                     COMMITMENT
          ----                                                     ----------
                                                                   (Thousands of
                                                                    Dollars)
<S>                                                                <C> 
Bankers Trust Company                                               $     50,000
The First National Bank of Chicago                                        50,000
Morgan Guaranty Trust Company of New York                                 50,000
Citibank, N.A.                                                            40,000
Amsterdam-Rotterdam Bank N.V.                                             40,000
Deutsche Bank AG                                                          40,000
National Westminster Bank, PLC                                            40,000
Banque Paribas                                                            40,000
The Bank of Nova Scotia                                                   40,000
Swiss Bank Corporation                                                    40,000
National Bank of Detroit                                                  40,000
The Sumitomo Bank, Limited                                                40,000
Westpac Banking Corporation                                               40,000
Union Bank of Switzerland                                                 30,000
Wachovia Bank and Trust Co., N.A.                                         25,000
Sovran Bank, N.A.                                                         25,000
Amsouth Bank, N.A.                                                        10,000
Star Bank, N.A., Cincinnati                                               10,000

              Total Commitments                                     $650,000,000
                                                                    ============
</TABLE> 
<PAGE>
 
                                                                    SCHEDULE III

                              EXISTING AGREEMENTS
                              -------------------

1.   Credit Agreement, dated as of December 31, 1987, as amended by a First
     Amendment dated as of December 1, 1988, between The Mead Corporation, the
     banks named therein and Bankers Trust Company and The First National Bank
     of Chicago, as agents.

2.   Credit Agreement, dated as of December 31, 1987, as amended by a First
     Amendment dated as of March 1, 1988 and a Second Amendment dated as of
     December 1, 1988, between The Mead Corporation, the banks named therein and
     Morgan Guaranty Trust Company of New York, as agent.
<PAGE>
 
     THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of November 30, 1991, 
among THE MEAD CORPORATION, an Ohio corporation (the "Company"), the banks 
listed on the signature page hereto (each a "Bank" and collectively, the 
"Banks") and BANKERS TRUST COMPANY, THE FIRST NATIONAL BANK OF CHICAGO and 
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Co-Agents for the Banks (in such 
capacity, each an "Agent" and together, the "Agents").

                                  WITNESSETH:

     WHEREAS, the Banks, the Agents and the Company entered into a Credit 
Agreement, dated as of November 15, 1989 (the "1989 Credit Agreement"); and

     WHEREAS, the Banks, the Agents and the Company desire to amend the 1989 
Credit Agreement as herein provided;

     NOW, THEREFORE, it is agreed:

     1.   The following errors in the 1989 Credit Agreement are hereby corrected
          as follows:
<TABLE> 
<CAPTION>         
                                                              Words Replacing
          Section/Reference           Deleted Words           Deleted Words
          -----------------           -------------           -------------
          <S>                         <C>                     <C>
               1.9(a),                "(S) 1.10(b)"           "(S) 1.9(b)"
                 last sentence

               1.13,                  "in the event that      "in the event
                 eleventh and         such Bank"              that such Bank"
                 twelfth lines                                is inserted
                                                              following
                                                              "(A)," "(B),"
                                                              "(C)" and "(D)"

                5.1(e)                "Funded Debt"           "Indebtedness"

                5.1(g),               "which"                 "(which"
                  second line

                6.1,                  "required"              "acquired"
                  tenth line

                Schedule I, A(1)       "Funded Debt"          "Indebtedness"
                  and B(4)
</TABLE>
     2.   The definition of "Termination Date" in Section 10.1 of the 1989
          Credit Agreement is hereby rewritten in full as follows:


                                       1
<PAGE>
 
          "'Termination Date' shall mean the earlier of (i) November 30, 1995,
          -------------------
          or (ii) the date on which the Company has terminated a Bank's
          Commitment or the Total Commitment, as the case may be, pursuant to
          Section 1.13; unless prior to November 30, 1995, the Banks and the
          Company shall have agreed to revise Section 1.7 (Interest) and 1.12
          (Fees) in a manner satisfactory to each Bank and the Company, and to
          extend or otherwise restructure the date or dates for termination of
          Commitments. The Banks and the Company agree to use good faith efforts
          to negotiate such sections and termination dates prior to November 30,
          1995, provided that the failure to reach any agreement on such
          sections and termination dates shall not be cause or reason to extend
          the Termination Date beyond November 30, 1995."

     3.   In Section 1.14, the phrase "or in the event that any Bank delivers a
          notice of termination of its Commitment pursuant to clause (i) (A) of
          the definition of 'Termination Date' in this Agreement" is hereby
          deleted.

     4.   This Amendment No. 1 shall be effective when executed by the Company
          and the Required Banks (as defined in the 1989 Credit Agreement).
          Except as modified hereby, the 1989 Credit Agreement is ratified and
          confirmed in all respects and remains in full force and effect. All
          references to the "Agreement" in the 1989 Credit Agreement shall
          include and mean the 1989 Credit Agreement as amended hereby.

     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of 
this Amendment No. 1 to be duly executed and delivered as of the date first 
above written.

                                        THE MEAD CORPORATION

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

                                        BANKERS TRUST COMPANY,
                                        Individually and as Agent

                                        By: /s/ Michael V. Stiglianese
                                            -------------------------------
                                           Name: Michael V. Stiglianese
                                                ---------------------------
                                           Title: Vice President
                                                 ------------------------- 

                                       2

<PAGE>
 
                                        THE FIRST NATIONAL BANK OF
                                          CHICAGO,
                                        Individually and as Agent

                                        By: /s/ Robert L. Jackson
                                            ------------------------------------
                                            Name: Robert L. Jackson
                                                 -------------------------------
                                            Title: Vice President
                                                  ------------------------------

                                        MORGAN GUARANTY TRUST COMPANY
                                          OF NEW YORK,
                                        Individually and as Agent

                                        By: /s/ Robert C. Elliott
                                            ------------------------------------
                                            Name: Robert C. Elliott
                                                 -------------------------------
                                            Title: Vice President
                                                  ------------------------------


                                        CITIBANK, N.A.

                                        By: /s/ Tylene J. Elliott
                                            ------------------------------------
                                            Name: Tylene J. Elliott
                                                 -------------------------------
                                            Title: Vice President
                                                  ------------------------------

                                        ABN AMRO BANK N.V.
                                        (formerly AMSTERDAM-ROTTERDAM BANK N.V.)

                                        By: /s/ Dennis F. Lennon
                                            ------------------------------------
                                            Name: Dennis F. Lennon
                                                 -------------------------------
                                            Title: Vice President
                                                  ------------------------------

                                        By: /s/ J. M. Janovsky
                                            ------------------------------------
                                            Name: J. M. Janovsky
                                                 -------------------------------
                                            Title: Vice President
                                                  ------------------------------

                                       3
<PAGE>
 
 
                                        DEUTSCHE BANK AG
                                        New York/Cayman Islands Branch

                                        By: /s/ Nikita Rossinsky
                                            -------------------------------
                                           Name: Nikita Rossinsky
                                                ---------------------------
                                           Title: Vice President
                                                 -------------------------- 

                                        By: /s/ Rolf-Peter Mikolayczyk
                                            -------------------------------
                                           Name: Rolf-Peter Mikolayczyk
                                                ---------------------------
                                           Title: First Vice President
                                                 -------------------------- 

                                        NATIONAL WESTMINSTER BANK, PLC

                                        By: /s/ Ernest V. Hodge
                                            -------------------------------
                                           Name: Ernest V. Hodge
                                                ---------------------------
                                           Title: Vice President
                                                 -------------------------- 

                                        BANQUE PARIBAS

                                        By: /s/ Stanley P. Berker
                                            -------------------------------
                                           Name: Stanley P. Berker
                                                ---------------------------
                                           Title: Group Vice President
                                                 -------------------------- 

                                        By: /s/ Mary T. Finnegan
                                            -------------------------------
                                           Name: Mary T. Finnegan
                                                ---------------------------
                                           Title: Assistant Vice President
                                                 -------------------------- 

                                        THE BANK OF NOVA SCOTIA

                                        By: /s/ F.C.H. Ashby
                                            -------------------------------
                                           Name: F.C.H. Ashby
                                                ---------------------------
                                           Title: Senior Assistant Agent
                                                 ------------------------- 

                                        

                                       4

<PAGE>
 
 
                              SWISS BANK CORPORATION

                              By: /s/ J. Randell Barclay
                                  ---------------------------------------------
                                 Name: J. Randell Barclay
                                      -----------------------------------------
                                 Title: Vice President
                                       ----------------------------------------

                              By: /s/ Nancy A. Hanrahan
                                  ---------------------------------------------
                                 Name: Nancy A. Hanrahan
                                      -----------------------------------------
                                 Title: Assistant Vice President
                                       ----------------------------------------

                              NBD BANK, N.A.
                              (formerly NATIONAL BANK OF DETROIT)

                              By: /s/ Marita S. Grobbel
                                  ---------------------------------------------
                                 Name: Marita S. Grobbel
                                      -----------------------------------------
                                 Title: Vice President
                                       ----------------------------------------


                              THE SUMITOMO BANK, LIMITED
                                NEW YORK BRANCH

                              By: /s/ Ryuzo Kodoma
                                  ---------------------------------------------
                                 Name: Ryuzo Kodoma
                                      -----------------------------------------
                                 Title: Joint General Manager
                                       ----------------------------------------

                              WESTPAC BANKING CORPORATION

                              By: /s/ David B. Beatty
                                  ---------------------------------------------
                                 Name: David B. Beatty
                                      -----------------------------------------
                                 Title: Vice President and Chief Representative
                                       ----------------------------------------

                              UNION BANK OF SWITZERLAND

                              By: /s/ David M. Danhauel
                                  ---------------------------------------------
                                 Name: David M. Danhauel
                                      -----------------------------------------
                                 Title: Vice President
                                       ----------------------------------------


                              By: /s/ Michelle Moreno
                                  ---------------------------------------------
                                 Name: Michelle Moreno
                                      -----------------------------------------
                                 Title: Asst. Vice President
                                       ----------------------------------------


                                       5
<PAGE>
 

                                        WACHOVIA BANK OF GEORGIA
                                        (formerly WACHOVIA BANK AND
                                        TRUST CO., N.A.)

                                        By: /s/ Richard C. Spangler III
                                            ------------------------------------
                                           Name: Richard C. Spangler III
                                                --------------------------------
                                           Title: Vice President
                                                 -------------------------------

                                        SOVRAN BANK, N.A.

                                        By: /s/ Timothy Geraghty
                                            ------------------------------------
                                           Name: Timothy Geraghty
                                                --------------------------------
                                           Title: SVP
                                                 -------------------------------

                                        AMSOUTH BANK, N.A.

                                        By: /s/ Jeffrey M. Noel
                                            ------------------------------------
                                           Name: Jeffrey M. Noel
                                                --------------------------------
                                           Title: Vice President
                                                 -------------------------------

                                        STAR BANK, N.A., CINCINNATI

                                        By: /s/ Michael T. Vea
                                            ------------------------------------
                                           Name: Michael T. Vea
                                                --------------------------------
                                           Title: SVP
                                                 -------------------------------

                                       6
<PAGE>
 
     THIS AMENDMENT NO. 5 dated as of October 31, 1997, to the CREDIT AGREEMENT,
dated as of November 15, 1989, as amended November 30, 1991, as supplemented by 
letter dated February 26, 1993 and by supplement dated April 6, 1993, as amended
May 1, 1994, August 31, 1995 and August 31, 1996, and as supplemented by two 
agreements dated July 15, 1996 and by letter dated October 21, 1997 (as so 
amended and supplemented, the "Credit Agreement"), among THE MEAD CORPORATION,
an Ohio corporation (the "Company"), the banks listed on the signature page
hereto (each a "Bank" and collectively, the "Banks") and THE FIRST NATIONAL BANK
OF CHICAGO and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Co-Agents for the
Banks (in such capacity, each an "Agent" and together, the "Agents").

WITNESSETH:

     WHEREAS, the Banks, the Agents and the Company have entered the Credit 
Agreement; and

     WHEREAS, the Banks, the Agents and the Company desire to amend the Credit 
Agreement as herein provided;

     NOW THEREFORE, it is agreed:

1.   The definition of "Termination Date" in Section 10.1 of the Credit 
     Agreement is hereby rewritten in full as follows:

     "Termination Date" shall mean (i) with respect to each Bank, the earlier of
     (A) October 31, 2002 (the "Renewal Date"), or (B) the date on which the
     Company has terminated such Bank's Commitment pursuant to Section 1.13;
     provided that (1) at least 30 calendar days before each July 1, commencing
     October 31, 1998 the Company may request all the Banks in writing (such
     request being irrevocable) to extend the Renewal Date for an additional one
     year period; and (2) the Renewal Date with respect to each Bank shall be
     automatically extended by one additional year if such Bank agrees in
     writing to extend the Renewal Date for one additional year and all
     conditions, if any, to the extension shall have been met, and (ii) with
     respect to all the Banks, the date upon which the Total Commitment is
     terminated by the Company pursuant to Section 1.13 or by all Banks pursuant
     to clause (i) of this definition."

2.   The following changes in the Credit Agreement are hereby made:
<TABLE>
<CAPTION>
     Section/Reference     Deleted Words         Words Replacing Deleted Words
     -----------------     -------------         -----------------------------
<S>                        <C>                   <C>
     1.12(ii)              ".100"                ".090"
     1.12, second          "September, 1995"     "December, 1997 (except,
     sentence                                    however, that a rate of .100
                                                 of 1% per annum shall be used
                                                 in calculating the Facility
                                                 Fee due only for the month of
                                                 October, 1997)"
</TABLE>
<PAGE>
 
3.   The Company represents and warrants that the representations and warranties
     of the Company contained in the Credit Agreement are true and correct in
     all material respects on and as of the date hereof as though made on and as
     of such date. The Company hereby certifies that no event has occurred and
     is continuing which constitutes an Event of Default under the Credit
     Agreement or which upon the giving of notice or the lapse of time or both
     would constitute such an Event of Default.

4.   This Amendment No. 5 shall be effective when executed by the Company and
     each of the Banks. Except as modified hereby, the Credit Agreement is
     ratified and confirmed in all respects and remains in full force and
     effect. All references to the "Agreement" in the Credit Agreement shall
     include and mean the Credit Agreement as supplemented and amended hereby.
     Terms defined in the Credit Agreement are used with the same meaning
     herein.

5.   This Amendment No. 5 may be executed in counterparts, each of which will be
     deemed an original instrument. This Amendment No. 5 shall be governed by
     and construed and interpreted in accordance with the law of State of New
     York.

     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of 
this Amendment No. 5 to be duly executed and delivered as of the date first 
above written.

                                    THE MEAD CORPORATION


                                    By /s/ William B. Plummer
                                       -----------------------------------------
                                       Name: William B. Plummer
                                       -----------------------------------------
                                       Title: Treasurer
                                       -----------------------------------------

                                    THE FIRST NATIONAL BANK OF CHICAGO,
                                    Individually and as Agent

                                    By /s/ Robert L. Jackson, authorized agent
                                       -----------------------------------------
                                       Name: Robert L. Jackson
                                       -----------------------------------------
                                       Title: Managing Director
                                       -----------------------------------------

                                    
<PAGE>
 
                                    MORGAN GUARANTY TRUST COMPANY OF
                                     NEW YORK,
                                    Individually and as Agent


                                    By /s/ John M. Mikolay
                                       -----------------------------------------
                                       Name: John M. Mikolay
                                       -----------------------------------------
                                       Title: Vice President
                                       -----------------------------------------


                                    CITIBANK, N.A.

                                    By /s/ W. Martens
                                       -----------------------------------------
                                       Name: W. Martens
                                       -----------------------------------------
                                       Title: Attorney in fact
                                       -----------------------------------------


                                    ABN AMRO BANK N.V.

                                    By /s/ Patrick M. Pastore
                                       -----------------------------------------
                                       Name: Patrick M. Pastore
                                       -----------------------------------------
                                       Title: Vice President
                                       -----------------------------------------

                                    By /s/ Gregory D. Amoroso
                                       -----------------------------------------
                                       Name: Gregory D. Amoroso
                                       -----------------------------------------
                                       Title: Vice President
                                       -----------------------------------------


                                    DEUTSCHE BANK AG
                                    New York and/or Cayman Islands Branches

                                    By /s/ Hans-Josef Thiele
                                       -----------------------------------------
                                       Name: Hans-Josef Thiele
                                       -----------------------------------------
                                       Title: Director
                                       -----------------------------------------

                                    By /s/ Belinda J. Wheeler
                                       -----------------------------------------
                                       Name: Belinda J. Wheeler
                                       -----------------------------------------
                                       Title: Vice President
                                       -----------------------------------------

<PAGE>
 
                                    NATIONAL WESTMINSTER BANK PLC
                                    New York Branch


                                    By /s/ Anne Marie Torre
                                       -----------------------------------------
                                       Name: Anne Marie Torre
                                       -----------------------------------------
                                       Title: Vice President
                                       -----------------------------------------


                                    NATIONAL WESTMINSTER BANK PLC
                                    Nassau Branch

                                    By /s/ Anne Marie Torre
                                       -----------------------------------------
                                       Name: Anne Marie Torre
                                       -----------------------------------------
                                       Title: Vice President
                                       -----------------------------------------


                                    THE BANK OF NOVA SCOTIA

                                    By /s/ F. C. H. Ashby
                                       -----------------------------------------
                                       Name: F. C. H. Ashby
                                       -----------------------------------------
                                       Title: Senior Manager Loan Operations
                                       -----------------------------------------

                                    THE SUMITOMO BANK, LIMITED
                                    New York Branch

                                    By /s/ Kazuyoshi Ogawa
                                       -----------------------------------------
                                       Name: Kazuyoshi Ogawa
                                       -----------------------------------------
                                       Title: Joint General Manager
                                       -----------------------------------------


                                    WACHOVIA BANK OF GEORGIA
                                    (formerly WACHOVIA BANK AND TRUST CO., N.A.)

                                    By /s/ Holger B. Ebert
                                       -----------------------------------------
                                       Name: Holger B. Ebert
                                       -----------------------------------------
                                       Title: Sr. Vice President
                                       -----------------------------------------


<PAGE>
 
                                    NATIONSBANK, N.A.
                                    formerly SOVRAN BANK, N.A.)

                                    By /s/ Michael W. Colon
                                       -----------------------------------------
                                       Name: Michael W. Colon
                                       -----------------------------------------
                                       Title: Officer
                                       -----------------------------------------


                                    SOCIETE GENERALE

                                    By /s/ Eric Bellaiche
                                       -----------------------------------------
                                       Name: Eric Bellaiche
                                       -----------------------------------------
                                       Title: Vice President
                                       -----------------------------------------