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                                                 [EXECUTION COPY]



                      CREDIT AGREEMENT

                            among

                 GEORGIA-PACIFIC CORPORATION

                  THE LENDERS NAMED HEREIN

               BANK OF AMERICA NATIONAL TRUST
                  AND SAVINGS ASSOCIATION,
                  as Administrative Agent,

                       COMMERZBANK AG,
                      NEW YORK BRANCH,
                   as Documentation Agent,

                             and

                  THE CHASE MANHATTAN BANK
                             and
                       CITIBANK, N.A.,
                  as Co-Syndication Agents



               BANC OF AMERICA SECURITIES LLC,
           Sole Book Manager and Sole Lead Arranger




                       $1,000,000,000


                  Dated as of July 22, 1999
                        TABLE OF CONTENTS
<PAGE>

                                                             Page

ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS                      1
     1.01   Certain Defined Terms.                              1
     1.02   Computation of Time Periods.                       15
     1.03   Accounting Matters.                                15
     1.04   Certain Terms.                                     16

ARTICLE 2 AMOUNTS AND TERMS OF THE LOANS                       16
     2.01   Committed Loans.                                   16
     2.02   Procedure for Committed Borrowings.                17
     2.03   Bid Borrowings.                                    18
     2.04   Procedure for Bid Borrowings.                      18
     2.05   Evidence of Indebtedness.                          21
     2.06   Optional Reduction of the Commitments.             21
     2.07   Repayment.                                         21
     2.08   Optional Prepayments.                              22
     2.09   Interest.                                          22
     2.10   Default Interest.                                  23
     2.11   Continuation   and  Conversion   Elections   for
            Committed Loans.                                   23
     2.12   Termination of Prior Commitments.                  25

ARTICLE 3 THE LETTERS OF CREDIT                                25
     3.01   The Letter of Credit Subfacility.                  25
     3.02   Issuance,  Amendment and Renewal of  Letters  of
            Credit.                                            26
     3.03   Role of the Issuing Bank.                          28
     3.04   Obligations Absolute.                              29
     3.05   Cash Collateral Pledge.                            30
     3.06   Letter of Credit Fees.                             30
     3.07   International Standby Practices.                   31

ARTICLE 4 FEES; PAYMENTS; TAXES                                31
     4.01   Fees.                                              31
     4.02   Computation of Interest, Fees.                     32
     4.03   Payments by the Company.                           32
     4.04   Payments by the Lenders.                           33
     4.05   Taxes.                                             34
     4.06   Sharing of Payments, Etc.                          38

ARTICLE 5 CHANGES IN CIRCUMSTANCES; ETC.                       38
     5.01   Eurodollar Rate Protection.                        38
     5.02   Additional Interest on Eurodollar Loans.           39
     5.03   Increased Costs.                                   39

<PAGE> sf-712790                             i

     5.04   Illegality.                                        39
     5.05   Capital Adequacy.                                  39
     5.06   Funding Losses.                                    40
     5.07   Funding; Certificates of Lenders.                  41
     5.08   Change   of   Lending  Office;   Limitation   on
            Increased Costs.                                   41
     5.09   Replacement of Lenders.                            42

ARTICLE 6 REPRESENTATIONS AND WARRANTIES                       42
     6.01   Corporate Existence; Compliance with Law.          42
     6.02   Corporate Power; Authorization.                    43
     6.03   Enforceable Obligations.                           44
     6.04   Taxes.                                             44
     6.05   Financial Matters.                                 44
     6.06   Litigation.                                        44
     6.07   Subsidiaries.                                      45
     6.08   Liens.                                             45
     6.09   No Burdensome Restrictions; No Defaults.           45
     6.10   Investment  Company Act; Public Utility  Holding
            Company Act.                                       45
     6.11   Margin Regulations.                                45
     6.12   Environmental Matters.                             46
     6.13   Labor Matters.                                     48
     6.14   ERISA Plans.                                       48
     6.15   Y2K Review.                                        48
     6.16   Swap Obligations.                                  48
     6.17   Full Disclosure.                                   48

ARTICLE 7 CONDITIONS PRECEDENT                                 49
     7.01   Conditions Precedent to the First Loan.            49
     7.02   Additional  Conditions Precedent  to  the  First
            Loan.                                              50
     7.03   Conditions Precedent to Each Committed Loan  and
            Letter of Credit.                                  50
     7.04   Conditions Precedent to Each Bid Borrowing.        51

ARTICLE 8 AFFIRMATIVE COVENANTS                                51
     8.01   Application of Proceeds.                           51
     8.02   Compliance with Laws, Etc.                         51
     8.03   Payment of Taxes, Etc.                             51
     8.04   Maintenance of Insurance.                          52
     8.05   Preservation of Corporate Existence, Etc.          52
     8.06   Access.                                            52
     8.07   Keeping of Books.                                  52
     8.08   Maintenance of Properties, Etc.                    52
     8.09   Financial Statements.                              52
     8.10   Reporting Requirements.                            53
     8.11   ERISA Plans.                                       54
     8.12   Environmental Compliance; Notice.                  54
     8.13   New Subsidiaries.                                  54

<PAGE> sf-712790                             ii


ARTICLE 9 NEGATIVE COVENANTS                                   54
     9.01   Liens, Etc.                                        55
     9.02   Sale-Leaseback Transactions.                       57
     9.03   Mergers, Etc.                                      58
     9.04   Transactions with Affiliates.                      58
     9.05   Accounting Changes.                                58
     9.06   Margin Regulations.                                58
     9.07   Negative Pledges, Etc.                             58
     9.08   Leverage Ratio.                                    58

ARTICLE 10 EVENTS OF DEFAULT                                   58
     10.01  Events of Default.                                 58
     10.02  Remedies.                                          61

ARTICLE 11 THE AGENT                                           61
     11.01  Appointment.                                       61
     11.02  Delegation of Duties.                              62
     11.03  Liability of Agent.                                62
     11.04  Reliance by Agent.                                 62
     11.05  Notice of Default.                                 63
     11.06  Credit Decision.                                   63
     11.07  Indemnification.                                   64
     11.08  Agent in Individual Capacity.                      64
     11.09  Successor Agent.                                   64
     11.10  Documentation, Co-Syndication, Managing Agents.    65

ARTICLE 12 MISCELLANEOUS                                       65
     12.01  Notices, Etc.                                      65
     12.02  Amendments, Etc.                                   66
     12.03  No Waiver; Remedies.                               66
     12.04  Costs and Expenses.                                67
     12.05  Indemnity.                                         67
     12.06  Right of Set-off.                                  68
     12.07  Binding Effect.                                    68
     12.08  Assignments, Participations, Etc.                  69
     12.09  Confidentiality.                                   70
     12.10  Survival.                                          71
     12.11  Severability.                                      71
     12.12  Headings.                                          71
     12.13  No Third Parties Benefited.                        71
     12.14  Governing Law.                                     72
     12.15  Execution in Counterparts.                         72
     12.16  ENTIRE AGREEMENT.                                  72
     12.17  WAIVER OF JURY TRIAL.                              72

<PAGE> sf-712790                             iii


                            SCHEDULES

Schedule  Description

1.01(a)   Commitments; Commitment Percentages
1.01(b)   Lending Offices
6.02(d)   Corporate Power; Authorizations
6.07      Subsidiaries
6.12      Environmental Matters
6.13      Labor Matters
6.14      ERISA
9.01      Existing Liens


                            EXHIBITS

Exhibit        Description

2.02(a)   Form of Notice of Borrowing
2.04(a)   Form of Competitive Bid Request
2.05(b)   Form of Promissory Note (Committed Loans)
2.05(c)   Form of Promissory Note (Bid Loans)
2.11(b)   Form of Notice of Conversion/Continuation
7.01(c)   Form of Subsidiary Guaranty
7.01(d)   Form of Opinion of Counsel for the Company
7.01(e)   Form of Contribution Agreement
7.02(d)   Form of Officer's Closing Certificate
8.09(c)   Form of Compliance Certificate
12.08(b)  Form of Assignment and Assumption Agreement

<PAGE> sf-712790                             iv

                        CREDIT AGREEMENT

     This  CREDIT AGREEMENT is entered into as of July  22,  1999
among  GEORGIA-PACIFIC  CORPORATION, a Georgia  corporation  (the
"Company"),  the various LENDERS that are, or may  from  time  to
time  become,  party hereto (the "Lenders") and BANK  OF  AMERICA
NATIONAL  TRUST AND SAVINGS ASSOCIATION, as administrative  agent
for the Lenders (in such capacity, the "Agent"),  COMMERZBANK AG,
NEW  YORK BRANCH, as Documentation Agent, and THE CHASE MANHATTAN
BANK and CITIBANK, N.A., as Co-Syndication Agents.

     WHEREAS,  the Company, certain of the Lenders and the  Agent
are party to the Credit Agreement, dated as of December 23, 1996,
as amended (the "1996 Credit Agreement");

     WHEREAS,  the  Company has terminated the commitments  under
the  1996 Credit Agreement and desires to enter into a new credit
facility; and

     WHEREAS,  the  Company  has obtained  commitments  from  the
Lenders, pursuant to which the Lenders are willing to make  loans
to  the Company and to provide certain other credit facilities to
the  Company (including a competitive bid facility) in a  maximum
aggregate  principal amount at any one time  outstanding  not  to
exceed $1,000,000,000, on the terms and subject to the conditions
set forth herein;

     NOW THEREFORE, the parties hereto agree as follows:

                            ARTICLE 1
                DEFINITIONS AND ACCOUNTING TERMS

     1.01 Certain Defined Terms.

        As  used  in  this  Agreement and in  any  Schedules  and
Exhibits  to  this  Agreement,  the  following  terms  have   the
following  meanings  (such meanings to be equally  applicable  to
both the singular and plural forms of the terms defined):

     "Adjusted  Reference  Rate" means the  fluctuating  interest
rate  per annum equal to the higher of (a) the sum of the Federal
Funds Rate plus 1/2% and (b) the rate of interest (the "Reference
Rate") publicly announced from time to time by Bank of America at
its  executive offices, as its reference rate or prime rate.  The
Reference  Rate  is  a  rate set by Bank of  America  based  upon
various  factors,  including Bank of America's cost  and  desired
return,  general  economic conditions and other factors,  and  is
used  as a reference point for pricing some loans, which  may  be
priced at, above or below the Reference Rate.  Any change in  the
Reference  Rate shall take effect at the opening of  business  on
the day specified in the public announcement of such change.

     "Affiliate"   means,  with  respect  to  any   Person,   any
Subsidiary of such Person and any other Person which, directly or
indirectly,  controls, or is controlled by, or  is  under  common
control  with, such Person (excluding any trustee under,  or  any
committee  with responsibility for administering, any  Plan).   A
Person  shall be deemed to control another Person if such  Person
possesses, directly or indirectly, the power:

<PAGE> sf712790                              1


          (a)  to vote 10% or more of the securities having ordinary voting
     power for the election of directors of such other Person; or

(b)  to direct or cause the direction of the management and
policies of such other Person, whether through the ownership of
voting securities, by contract or otherwise.
     "Agent"   means   Bank  of  America  in  its   capacity   as
administrative agent for the Lenders, together with any successor
thereto in such capacity.

     "Agent-Related  Persons"  means  Bank  of  America  and  any
successor  agent  arising under Section 11.09 and  any  successor
letter  of  credit  issuing bank hereunder, together  with  their
respective Affiliates (including, in the case of Bank of America,
the Arranger), and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.

     "Aggregate Tranche A Commitments" means the aggregate amount
of the Tranche A Commitments of all the Lenders as in effect from
time to time.

     "Aggregate Tranche B Commitments" means the aggregate amount
of the Tranche B Commitments of all the Lenders as in effect from
time to time.

     "Agreement" means this Credit Agreement.

     "Arranger" means Banc of America Securities LLC.

     "Assignee"  means any Person which becomes a party  to  this
Agreement pursuant to Section 12.08.

     "Available  Tranche A Commitments" means, at any  time,  the
excess, if any, of the Aggregate Tranche A Commitments in  effect
at  such time over the sum of (a) the aggregate principal  amount
of  all  Tranche A Loans then outstanding, plus (b) the aggregate
principal  amount  of all Tranche A Bid Loans  then  outstanding,
plus (c) the outstanding Tranche A L/C Obligations.

     "Available  Tranche B Commitments" means, at any  time,  the
excess, if any, of the Aggregate Tranche B Commitments in  effect
at  such time over the sum of (a) the aggregate principal  amount
of  all  Tranche B Loans then outstanding, plus (b) the aggregate
principal  amount  of all Tranche B Bid Loans  then  outstanding,
plus (c), the aggregate principal amount of all 1996 Facility Bid
Loans  then outstanding, plus (d) the outstanding Tranche  B  L/C
Obligations.

     "Bank  of America" means Bank of America National Trust  and
Savings  Association,  a  national banking  association  and  its
successors by merger and permitted assigns.

     "Base     Rate"    has    the    meaning    specified     in
Section 2.04(a)(iv).

     "Base  Rate Bid Loan" means any Bid Loan that bears interest
at a rate determined with reference to a Base Rate.

<PAGE> sf712790                              2


     "Bid  Borrowing"  means  an extension  of  credit  hereunder
consisting  of one or more Bid Loans made to the Company  on  the
same day by one or more Lenders.

     "Bid Loan" means either a Tranche A Bid Loan or a Tranche  B
Bid Loan.

     "Borrowing" means a Bid Borrowing or a Committed Borrowing.

     "Business  Day" means any day other than a Saturday,  Sunday
or  other  day  on which commercial banks in New York  City,  New
York, or San Francisco, California, are authorized or required by
law  to close and, if the applicable Business Day relates to  any
Eurodollar  Loan, means such a day on which dealings are  carried
on in the London interbank market.

     "Cash  Collateralize" means to pledge and  deposit  with  or
deliver  to the Agent, for the benefit of the Agent, the  Issuing
Bank and the Lenders, as collateral for the L/C Obligations, cash
or deposit account balances pursuant to documentation in form and
substance  satisfactory to the Agent and the Issuing Bank  (which
documents  are hereby consented to by the Lenders).   Derivatives
of  such  term  shall  have corresponding meaning.   The  Company
hereby  grants  the  Agent, for the benefit  of  the  Agent,  the
Issuing  Bank and the Lenders, a security interest  in  all  such
cash  and  deposit  account balances.  Cash collateral  shall  be
maintained  in blocked, non-interest bearing deposit accounts  at
Bank of America.

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

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

     "Closing  Date"  means the date on which all the  conditions
precedent  set  forth in Sections 7.01 and 7.02 shall  have  been
satisfied or waived.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Commitment"  means  for any Lender, either  its  Tranche  A
Commitment or Tranche B Commitment, as applicable.

     "Commitments" means, for any Lender, the sum of its  Tranche
A Commitment and Tranche B Commitment.

     "Commitment Percentage" means, as to any Lender at any time,
the  percentage of the aggregate Commitments represented by  such
Lender's  Commitment  at  such time, as  set  forth  on  Schedule
1.01(a), as such percentage may be modified from time to time  in
accordance   with  Notices  of  Assignment  delivered   hereunder
pursuant to Section 12.08.

     "Committed Borrowing" means an extension of credit hereunder
consisting  of  Tranche  A  Loans or Tranche  B  Loans  (but  not
both)  of  the  same  type made on the same day  by  the  Lenders
ratably according to their respective Commitment Percentages and,
in  the  case  of  Eurodollar Loans,  having  the  same  Interest
Periods.

<PAGE> sf712790                              3


     "Committed Loan" means a Tranche A Loan or a Tranche B  Loan
by a Lender to the Company pursuant to Section 2.01 and may be in
the  form of a Eurodollar Loan or a Reference Rate Loan, each  of
which shall be a "type" of Committed Loan.

     "Company"  has the meaning specified in the introduction  to
this Agreement.

     "Competitive Bid" means an offer by a Lender to make  a  Bid
Loan in accordance with Section 2.04(b).

     "Competitive  Bid  Request" has  the  meaning  specified  in
Section 2.04(a).

     "Contractual Obligation" means, with respect to any  Person,
any  provision of any security issued by such Person  or  of  any
agreement,  undertaking, contract, indenture, mortgage,  deed  of
trust  or other instrument to which such Person is a party or  by
which it or any of its property is subject.

     "Contribution Agreement" means the Contribution Agreement of
even   date  herewith  between  the  Company  and  each  of   its
Subsidiaries now or hereafter parties to the Subsidiary  Guaranty
or  the  "Subsidiary Guaranty" as defined in the  North  American
Timber Agreement.

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

     "Debt  Rating"  means,  on  any  date,  the  rating  of  the
Company's  senior  unsecured  long-term  Indebtedness,  as   most
recently  publicly  announced by Moody's and  S&P,  whichever  is
higher;  provided,  however, that if  only  one  such  rating  is
available,  the applicable interest rate or fee to be  determined
based  on such rating shall be determined solely by reference  to
such one rating.

     "Default"  means  any  event or condition  which,  with  the
giving  of notice or the lapse of time, or both, would become  an
Event of Default.

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

     "EBITDA" means, as of the end of any Measurement Period, the
sum  of  the  following,  calculated  for  the  Company  and  its
Subsidiaries  on  a consolidated basis: (a) net  income  (or  net
loss)  for such period, plus (b) all amounts treated as  expenses
for  depreciation,  interest  and the  non-cash  amortization  of
intangibles   of  any  kind  to  the  extent  included   in   the
determination  of  such net income (or loss), plus  (c)  cost  of
timber  sold by North American Timber Corporation (to the  extent
it   represents  depletion)  to  the  extent  included   in   the
determination of such net income (or loss), plus (d) all  accrued
taxes  on  or  measured by income to the extent included  in  the
determination  of  such net income (or loss); provided,  however,
that  net  income (or loss) shall be computed for these  purposes
without  giving  effect  to  extraordinary  cash  gains  or  non-
recurring, non-cash items.

<PAGE> sf712790                              4


     "Eligible  Assignee" means (a) a commercial  bank  organized
under  the  laws of the United States, or any state thereof,  and
having  a  combined capital and surplus of at least $250,000,000;
(b)  a  commercial  bank organized under the laws  of  any  other
country  which  is  a  member  of the Organization  for  Economic
Cooperation   and  Development  (the  "OECD"),  or  a   political
subdivision  of  any such country, and having a combined  capital
and surplus of at least $250,000,000, provided that such bank  is
acting  through a branch or agency located in the United  States;
(c)  a  Person  that  is primarily engaged  in  the  business  of
commercial  banking  and that is (i) a Subsidiary  of  a  Lender,
(ii)  a Subsidiary of a Person of which a Lender is a Subsidiary,
or  (iii) a Person of which a Lender is a Subsidiary; and (d) any
other  Person approved in writing by the Company, the Agent,  and
the Issuing Bank.

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

     "ERISA" means the Employee Retirement Income Security Act of
1974, together with the regulations thereunder.

     "Eurocurrency Liabilities" has the meaning assigned to  that
term  in Regulation D of the Federal Reserve Board, as in  effect
from time to time.

     "Eurodollar  Loan"  means  any  Committed  Loan  that  bears
interest at a rate determined with reference to LIBOR.

     "Eurodollar  Reserve Percentage" means the  maximum  reserve
percentage  of any Lender (expressed as a decimal) in  effect  on
the  date  LIBOR  for  any Interest Period  is  determined  under
regulations issued from time to time by the Federal Reserve Board
for  determining the maximum reserve requirement  (including  any
emergency,    supplemental    or    other    marginal     reserve
requirement) with respect to liabilities or assets consisting  of
or including Eurocurrency Liabilities having a term equal to such
Interest Period.

     "Event   of   Default"   has  the   meaning   specified   in
Section 10.01.

     "Federal Funds Rate" means, for any day, the rate set  forth
in the weekly statistical release designated as H.15(519), or any
successor  publication, published by the  Federal  Reserve  Board
(including any such successor, "H.15(519)") for such day opposite
the  caption "Federal Funds (Effective)."  If on any relevant day
such  rate is not yet published in H.15(519), the rate  for  such
day  will be the rate set forth in the daily statistical  release
designated  as  the  Composite  3:30  p.m.  Quotations  for  U.S.
Government Securities, or any successor publication, published by
the  Federal  Reserve  Bank  of  New  York  (including  any  such
successor,  the "Composite 3:30 p.m. Quotations")  for  such  day
under the caption "Federal Funds Effective Rate".

     "Federal Reserve Board" means the Board of Governors of  the
Federal Reserve System.

     "Fee  Letter" means the letter agreement dated  the  Closing
Date  between  the  Company  and Bank of  America  regarding  the
payment of certain fees.

     "Fixed Rate" means a fixed annual percentage rate.

<PAGE> sf712790                              5


     "Fixed Rate Bid Loan" means any Bid Loan that bears interest
determined with reference to a Fixed Rate.

     "Form     1001"    has    the    meaning    specified     in
Section 4.05(f)(i)(B).

     "Form     4224"    has    the    meaning    specified     in
Section 4.05(f)(i)(A).

     "Form     W-8"     has    the    meaning    specified     in
Section 4.05(f)(i)(B).

     "Form     W-9"     has    the    meaning    specified     in
Section 4.05(f)(i)(A).

     "Funded Indebtedness" means, for any day, the sum of (i) all
Indebtedness   for  Borrowed  Money  of  the  Company   and   its
consolidated Subsidiaries outstanding on such day plus  (ii)  the
aggregate  capital invested as of such day by Persons other  than
the  Company and its consolidated Subsidiaries in receivables and
other  accounts  sold  to such Persons by  the  Company  and  its
consolidated  Subsidiaries,  excluding  receivables   and   other
accounts  sold in connection with the sale of a business  or  the
sale  of the assets and/or operations generating such receivables
and other accounts.

     "GAAP"  means,  as  of any date of determination,  generally
accepted  accounting  principles set forth in  the  opinions  and
pronouncements  of  the  Accounting  Principles  Board  and   the
American Institute of Certified Public Accountants and statements
and  pronouncements of the Financial Accounting  Standards  Board
(or  agencies  with similar functions of comparable  stature  and
authority  within  the accounting profession) or  in  such  other
statements  by  such other entity as may be  in  general  use  by
significant segments of the accounting profession.

     "Governmental Authority" means any nation or government, any
federal, state, local or other political subdivision thereof  and
any  central  bank  thereof and any entity exercising  executive,
legislative, judicial, regulatory or administrative functions  of
or pertaining to government.

     "Hazardous Material" means:

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

          (b)   any "hazardous waste", as defined by the Resource
     Conservation and Recovery Act, 42 U.S.C. Section 690, et seq., as
     in effect from time to time;

          (c)  any petroleum product; or

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

<PAGE> sf712790                              6


     "Indebtedness" of any Person means, without duplication, the
consolidated Indebtedness for Borrowed Money of such  Person  and
guaranties of indebtedness of others provided by such Person, all
as  determined  in  accordance  with  GAAP  consistent  with  the
accounting principles applied in the preparation of the financial
statements referred to in Section 6.05(a).

     "Indebtedness  for  Borrowed Money"  of  any  Person  means,
without duplication,

          (a)  all indebtedness of such Person for borrowed money,
     including the Company's Premium Equity Participating Security
     Units, whether or not treated as indebtedness under GAAP, until
     such time as they are converted into common stock of the Company;

          (b)  all obligations of such Person issued or assumed as the
     deferred purchase price of property or services other than bank
     overdrafts and trade accounts payable arising in the ordinary
     course of business consistent with past practices;

          (c)  all obligations of such Person evidenced by notes, bonds,
     debentures, commercial paper or similar instruments, including
     obligations  so  evidenced incurred in connection  with  the
     acquisition of property, assets or businesses;

          (d)  all indebtedness of such Person created or arising under any
     conditional sale or other title retention agreement with respect
     to property acquired by such Person (even though the rights and
     remedies of the seller or creditor under such agreement in the
     event of default are limited to repossession or sale of such
     property);

          (e)  all rental obligations of such Person under leases
     capitalized under GAAP as disclosed in the financial statements
     delivered pursuant to Section 8.09; and

          (f)  all indebtedness of such Person or of others referred to in
     paragraphs (a) through (e) secured by (or for which the holder of
     such indebtedness has an existing right, contingent or otherwise,
     to  be  secured by) any Lien upon or in property  (including
     accounts and contract rights) owned by such Person, even though
     such Person has not assumed or become liable for the payment of
     such indebtedness.

     "Indemnified   Party"   has   the   meaning   specified   in
Section 12.05(a).

     "Interest  Payment Date" means (a) (i) with respect  to  any
Eurodollar  Loan, the last day of each Interest Period applicable
to  such Eurodollar Loan and, with respect to any Interest Period
of  six months' duration, the date which falls three months after
the  beginning of such Interest Period, and (ii) with respect  to
any  Reference Rate Loan, the last Business Day of each  calendar
quarter  and (b) with respect to any Bid Loan, the maturity  date
or dates specified by the Company in the relevant Competitive Bid
Request.

     "Interest  Period"  means, with respect  to  any  Eurodollar
Loan,  the  period commencing on the Business Day such Eurodollar
Loan  is  disbursed or continued as a Eurodollar Loan or  on  the
date  on  which a Reference Rate Loan or any portion  thereof  is
converted into a Eurodollar Loan and ending on the date one, two,
three or six months thereafter, as selected by the Company in its
Notice   of   Borrowing  or  Notice  of  Conversion/Continuation;
provided that:

<PAGE> sf712790                              7


          (a)  in the case of the continuation of a Eurodollar Loan
     pursuant to Section 2.11, the Interest Period applicable after
     the continuation of such Loan shall commence on the last day of
     the preceding Interest Period;

          (b)  if any Interest Period would otherwise end on a day which is
     not a Business Day, that Interest Period shall be extended to the
     next succeeding Business Day, unless the result of such extension
     would be to carry such Interest Period into another calendar
     month, in which event such Interest Period shall end on  the
     immediately preceding Business Day;

          (c)  any Interest Period that begins on the last Business Day of
     a calendar month (or on a day for which there is no numerically
     corresponding day in the calendar month at the end  of  such
     Interest Period) shall end on the last Business Day  of  the
     calendar month at the end of such Interest Period; and

          (d)  no Interest Period for any Eurodollar Loan shall extend
     beyond the Tranche A Termination Date, in the case of a Borrowing
     of Tranche A Loans, or the Tranche B Termination Date, in the
     case of a Borrowing of Tranche B Loans.

     "Investments" means all investments, whether by  acquisition
of  stock  or  indebtedness,  or by loan,  advance,  transfer  of
property, capital contribution or otherwise.

     "Investments in Unrestricted Subsidiaries" means Investments
made   by  the  Company  or  by  any  Restricted  Subsidiary   in
Unrestricted   Subsidiaries,   net   of   Investments   made   by
Unrestricted  Subsidiaries  in  the  Company  or  any  Restricted
Subsidiary.   If  any  corporation  which  becomes  a  Restricted
Subsidiary after the date of this Agreement shall, at the time it
becomes  a  Restricted  Subsidiary, have any  Investments  in  an
Unrestricted Subsidiary, such Investments shall be deemed  to  be
Investments  made by the Company in such Unrestricted  Subsidiary
at  the time such corporation becomes a Restricted Subsidiary, in
the  amount  at  which such Investments are then carried  on  the
books  of  such corporation.  If any corporation shall become  an
Unrestricted  Subsidiary after the date of  this  Agreement,  the
Investments  of  the Company and its Restricted  Subsidiaries  in
such  corporation shall be deemed to be Investments made  at  the
time such corporation becomes an Unrestricted Subsidiary, in  the
amount at which such Investments are then carried on the books of
the Company and its Restricted Subsidiaries.

     "Issuance    Date"    has   the   meaning    specified    in
subsection 3.01(a).

     "Issue"  means,  with respect to any Letter  of  Credit,  to
issue  or  to  extend the expiry of, or to renew or increase  the
amount  of,  such  Letter  of Credit;  and  the  terms  "Issued,"
"Issuing" and "Issuance" have corresponding meanings.

     "Issuing  Bank"  means Bank of America in  its  capacity  as
issuer of one or more Letters of Credit hereunder.

     "Lender"  has  the meaning specified in the introduction  to
this  Agreement and includes each Lender listed on the  signature
pages  hereof  and  each Assignee.  References to  the  "Lenders"
shall  include  Bank of America in its capacity as Issuing  Bank;
for  purposes of clarification only, to the extent that  Bank  of
America  may have any rights or obligations in addition to  those
of  the Lenders due to its status as Issuing Bank, its status  as
such will be specifically referenced.

<PAGE> sf712790                              8


     "Lending Office" means, with respect to any Lender,  (a)  in
the  case  of  a  Committed Loan, the office or offices  of  such
Lender  specified as its "Domestic Lending Office" or "Eurodollar
Lending  Office",  as  the  case may be,  opposite  its  name  on
Schedule  1.01(b) or in the applicable Notice of  Assignment,  or
such  other  office or offices of such Lender as such Lender  may
from time to time specify to the Company and the Agent and (b) in
the  case  of  a Bid Loan, the office of such Lender notified  by
such Lender to the Company as its Lending Office with respect  to
such  Bid Loan or, if such Lender fails to so notify the Company,
such Lender's Domestic Lending Office.

     "L/C  Advance" means each Lender's participation in any  L/C
Borrowing in accordance with its Commitment Percentage.

     "L/C  Amendment Application" means an application  form  for
amendment  of outstanding standby letters of credit as  shall  at
any time be in use at the Issuing Bank, as the Issuing Bank shall
request.

     "L/C Application" means an application form for issuances of
standby letters of credit as shall at any time be in use  at  the
Issuing Bank, as the Issuing Bank shall request.

     "L/C  Borrowing" means an extension of credit resulting from
a  drawing  under any Letter of Credit which shall not have  been
reimbursed on the date when made.

     "L/C Commitment" means the commitment of the Issuing Bank to
Issue, and the commitment of the Lenders severally to participate
in,  Letters  of  Credit from time to time Issued or  outstanding
under Article 3, in an aggregate amount not to exceed on any date
the  amount  of $150,000,000, as the same shall be reduced  as  a
result  of  a  reduction  in  the  L/C  Commitment  pursuant   to
Section  2.06.   The  L/C Commitment is a part  of  the  combined
Commitments, rather than a separate, independent commitment.

     "L/C Obligations" means at any time the sum of Tranche A L/C
Obligations and Tranche B L/C Obligations.

     "L/C-Related Documents" means the Letters of Credit, the L/C
Applications,  the  L/C  Amendment  Applications  and  any  other
document relating to any Letter of Credit, including any  of  the
Issuing  Bank's  standard-form documents  for  Letter  of  Credit
Issuances.

     "Letter  of Credit" means any Tranche A Letter of Credit  or
Tranche B Letter of Credit.

     "LIBOR" means, for any Interest Period:

     (a)  the rate of interest per annum (carried out to the fifth
decimal  point) equal to the rate determined by the Agent  to  be
the  offered rate that appears on the page of the Telerate Screen
that  displays  an  average British Bankers Association  Interest
Settlement Rate (such page currently being page number 3750)  for
deposits in dollars (for delivery on the first day of

<PAGE> sf712790                              9

such  Interest  Period) with a term equivalent to  such  Interest
Period,  determined as of approximately 11:00 a.m. (London  time)
two Business Days prior to the first day of such Interest Period;
or

     (b)   in  the  event  the rate referenced in  the  preceding
subsection  (a) does not appear on such page or service  or  such
page  or service shall cease to be available, the rate per  annum
(carried to the fifth decimal place) equal to the rate determined
by  the Agent to be the offered rate on such other page or  other
service  that  displays  an average British  Bankers  Association
Interest Settlement Rate for deposits in dollars (for delivery on
the first day of such Interest Period) with a term equivalent  to
such  Interest Period, determined as of approximately 11:00  a.m.
(London  time) two Business Days prior to the first day  of  such
Interest Period; or

     (c)   in  the  event the rates referenced in  the  preceding
subsections  (a) and (b) are not available, the  rate  per  annum
determined  by the Agent as the rate of interest at which  dollar
deposits (for delivery on the first day of such Interest  Period)
in  same-day  funds in the approximate amount of  the  applicable
Committed Loan and with a term equivalent to such Interest Period
would  be  offered  by its London Branch to major  banks  in  the
offshore  dollar  market at their request at approximately  11:00
a.m.  (London time) two Business Days prior to the first  day  of
such Interest Period.

     "Lien"  means  any  mortgage, security interest,  pledge  or
lien.

     "Loan"  means a loan by a Lender to the Company pursuant  to
Article  2  or Article 3 in the form of a Committed Loan,  a  Bid
Loan, or an L/C Advance.

     "Loan   Documents"  means  this  Agreement,  the  Subsidiary
Guaranty,  the Contribution Agreement, the L/C Related Documents,
and any promissory note issued pursuant hereto.

     "Loan  Parties"  means, collectively, the Company  and  each
other  Person  (other than the Agent and the Lenders)  who  is  a
party to a Loan Document.

     "Material Adverse Effect" means, with respect to any  event,
act,  condition  or occurrence of whatever nature (including  any
adverse   determination  in  any  litigation,   arbitration,   or
governmental investigation or proceeding), whether singly  or  in
conjunction  with  any  other  event  or  events,  act  or  acts,
condition  or conditions, occurrence or occurrences,  whether  or
not  related, a material adverse change in, or a material adverse
effect  upon,  any  of  (a) the financial condition,  operations,
business or properties of the Company and its Subsidiaries  taken
as a whole or (b) the legality, validity or enforceability of any
Loan Document.

     "Measurement  Period"  means a  period  consisting  of  four
consecutive fiscal quarters of the Company and ending on the last
day of the most recently completed fiscal quarter of the Company.

     "Moody's"  means  Moody's Investors Services,  Inc.  or  any
successor to the rating agency business thereof.

     "Net  Tangible  Assets" means, at any  date,  the  aggregate
amount  of  assets,  including the amount of any  receivables  or
other  accounts  of  the  Company and its  Subsidiaries  sold  in
connection with any receivables sale transaction (less applicable
reserves and other properly deductible items) after deducting

<PAGE> sf712790                              10


therefrom  (a) all current liabilities, (b) any item representing
Investments  in Unrestricted Subsidiaries and (c)  all  goodwill,
trade  names, trademarks, patents, unamortized debt discount  and
expenses and other like intangibles, all of the foregoing as  set
forth  on the then most recent consolidated balance sheet of  the
Company  and  its  Subsidiaries and computed in  accordance  with
GAAP.

     "Net  Worth" means, at any date, the excess of Total  Assets
at such date over Total Liabilities at such date.

     "1996  Credit  Agreement" has the meaning specified  in  the
first recital of this Agreement.

     "1996  Facility  Bid  Loan" means any bid  loan  outstanding
under the 1996 Credit Agreement on the Closing Date.

     "North   American   Timber  Agreement"  means   the   Credit
Agreement,  dated  as  of the date hereof,  by  and  among  North
American Timber Corporation, the Lenders, and Bank of America  as
the agent for the Lenders.

     "Notice   of  Assignment"  has  the  meaning  specified   in
Section 12.08(b).

     "Notice   of   Borrowing"  has  the  meaning  specified   in
Section 2.02(a).

     "Notice   of   Conversion/Continuation"  has   the   meaning
specified in Section 2.11(b).

     "Obligations"  means  all Loans, L/C Obligations  and  other
Indebtedness,   advances,   debts,   liabilities,    obligations,
covenants  and  duties owing by the Company, or  any  other  Loan
Party  to  any Lender, the Agent, any Affiliate of any Lender  or
the  Agent  or  any  Indemnified Party, of any  kind  or  nature,
present or future, whether or not evidenced by any note, guaranty
or other instrument, but in each case only as arising under or in
connection with this Agreement or under or in connection with any
other  Loan  Document, whether or not for the payment  of  money,
whether  arising  by  reason  of an extension  of  credit,  loan,
guaranty, indemnification or in any other manner, whether  direct
or indirect (including those acquired by assignment), absolute or
contingent,  due  or  to  become due, now existing  or  hereafter
arising  and  however acquired.  The term "Obligations"  includes
all  interest,  charges,  expenses,  fees,  attorneys'  fees  and
disbursements   (including  the  allocated   cost   of   in-house
counsel)  and  any other sum chargeable to the  Company,  or  any
other  Loan  Party under or in connection with this Agreement  or
any other Loan Document.

     "Other Taxes" has the meaning specified in Section 4.05(b).

     "Participant" has the meaning specified in Section 12.08(d).

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

     "Pension  Plan"  means a "pension plan",  as  such  term  is
defined in Section 3(2) of ERISA, which is subject to Title IV of
ERISA   (other   than  a  multiemployer  plan   as   defined   in
Section  4001(a)(3) of ERISA), and to which the  Company  or  any
corporation, trade, or business that is, along with the Company,

<PAGE> sf712790                              11


a member of its Controlled Group, may have liability, including a
reasonable  possibility  of  liability  due  to  having  been   a
substantial employer within the meaning of Section 4063 of  ERISA
at  any  time  during the preceding five years, or by  reason  of
being  deemed to be a contributing sponsor under Section 4069  of
ERISA.

     "Permitted  Liens" means the Liens permitted or required  by
Section 9.01.

     "Permitted   Swap   Obligations"   means   all   obligations
(contingent  or  otherwise)  of the  Company  or  any  Subsidiary
existing  or  arising under Swap Contracts,  provided  that  such
obligations  are  (or were) entered into by such  Person  in  the
ordinary   course  of  business  for  the  purpose  of   directly
mitigating  risks  associated  with liabilities,  commitments  or
assets  held or reasonably anticipated by such Person, or changes
in  the  value of securities issued by such Person in conjunction
with  a  securities  repurchase program not otherwise  prohibited
hereunder,  and  not  for  purposes of speculation  or  taking  a
"market view".

     "Person"   means  an  individual,  partnership,  corporation
(including  a  business  trust),  joint  stock  company,   trust,
unincorporated association, joint venture or other entity,  or  a
government or any political subdivision or agency thereof.

     "Plan"  means  each Pension Plan or Welfare  Plan,  and  any
other   employee   benefit   plan   (within   the   meaning    of
Section 3(3) of ERISA) sponsored or maintained by the Company  or
any Subsidiary of the Company.

     "Principal  Property"  means any mill, manufacturing  plant,
manufacturing  facility  or timberlands,  owned  by  the  Company
and/or one or more Restricted Subsidiaries and located within the
continental United States of America; provided, however, that the
term  "Principal Property" shall not include (a) any  such  mill,
plant,  facility or timberlands or portion thereof (i)  which  is
financed  by  obligations issued by a State,  a  Territory  or  a
possession  of  the  United States of America  or  any  political
subdivision of any of the foregoing, or the District of Columbia,
the  interest  on which is excludable from gross  income  of  the
holders     thereof    pursuant    to    the    provisions     of
Section    103(a)(1)    (but    only    if    by    reason     of
Section  103(b)(4)(E)  or (F)) of the Internal  Revenue  Code  of
1954,  as  amended  (or  any predecessor  or  successor  to  such
provision)  as  in  effect at the time of the  issuance  of  such
obligations, or (ii) which in the opinion of the Company's  Board
of  Directors is not of material importance to the total business
conducted   by  the  Company  and  the  Restricted  Subsidiaries,
considered as a whole; or (b) any timberlands designated  by  the
Company's  Board  of  Directors  as  being  held  primarily   for
development and/or sale rather than for the production of timber;
or (c) any minerals or mineral rights.

     "Principal  Subsidiary" means each of North American  Timber
Corp.,  a  Delaware  corporation, Unisource  Worldwide,  Inc.,  a
Delaware corporation, Great Northern Nekoosa Corporation, a Maine
corporation;   Brunswick  Pulp  &  Paper  Company,   a   Delaware
corporation; Georgia-Pacific West, Inc., an Oregon corporation; G-
P  Gypsum Corporation, a Delaware corporation; Leaf River  Forest
Products,   Inc.,  a  Delaware  corporation;  Nekoosa   Packaging
Corporation,  a  Delaware corporation,  Nekoosa  Papers  Inc.,  a
Wisconsin  corporation,  and any other Subsidiary  having  assets
constituting at least 10% of the Company's consolidated assets.

<PAGE> sf712790                              12


     "Reference Rate" has the meaning specified in the definition
of Adjusted Reference Rate.

     "Reference Rate Loan" means any Loan that bears interest  at
a rate determined with reference to the Adjusted Reference Rate.

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

     "Replacement   Lender"   has  the   meaning   specified   in
Section 5.09.

     "Required Lenders" means at any time Lenders having  51%  or
more  of  the  Commitments  and, if  the  Commitments  have  been
terminated,  Lenders holding 51% or more of  the  then  aggregate
unpaid principal amount of the Loans made by the Lenders.

     "Requirement  of Law" means, as to any Person,  the  charter
and  by-laws or other organization or governing documents of such
Person,   and   any  law,  rule  or  regulation   including   the
requirements of Environmental Laws and ERISA, the Securities  Act
of  1933, the Securities Exchange Act of 1934, Regulations  T,  U
and  X of the Federal Reserve Board or any order, decree or other
determination  of an arbitrator or a court or other  Governmental
Authority applicable to or binding upon such Person or any of its
property  or  to  which such Person or any  of  its  property  is
subject.

     "Responsible Officer" means, with respect to any Person, the
Chief Executive Officer, the President, any Vice-Chairman or  any
of  the Vice Presidents or the Treasurer of such Person or,  with
respect  to  financial matters, the Chief Financial Officer,  the
Executive  Vice President-Finance and Chief Financial Officer  or
the Vice President and Treasurer of such Person.

     "Restricted Subsidiary" means any Subsidiary of the  Company
(a)  substantially all of the property of which is located within
the continental United States of America and (b) which itself, or
together  with  the Company and/or one or more  other  Restricted
Subsidiaries, owns a Principal Property.

     "Sale-Leaseback  Transaction" has the meaning  specified  in
Section 9.02.

     "S&P" means Standard & Poor's or any successor to the rating
agency business thereof.

     "Subsidiary"  means,  with  respect  to  any   Person,   any
corporation  of  which more than 50% of the  outstanding  capital
stock  having  ordinary voting power to elect a majority  of  the
board   of   directors   (or  others  performing   a   comparable
function)  of  such  corporation  is  at  the  time  directly  or
indirectly owned by such Person, by such Person and one  or  more
other  Subsidiaries  of such Person, or  by  one  or  more  other
Subsidiaries of such Person.

     "Subsidiary Guaranty" has the meaning specified  in  Section
7.01(c).

     "Swap  Contract"  means any agreement,  whether  or  not  in
writing,  relating to any transaction that is a rate swap,  basis
swap, forward rate transaction, commodity swap, commodity option,
equity or equity index swap or option, bond, note or bill option,
interest rate option, forward foreign exchange transaction, cap,

<PAGE> sf712790                              13


collar  or floor transaction, currency swap, cross-currency  rate
swap, swaption, currency option or any other, similar transaction
(including any option to enter into any of the foregoing) or  any
combination  of the foregoing, and, unless the context  otherwise
clearly  requires, any master agreement relating to or  governing
any or all of the foregoing.

     "Swap  Termination Value" means, in respect of  any  one  or
more Swap Contracts, after taking into account the effect of  any
legally  enforceable  netting agreement  relating  to  such  Swap
Contracts,  (a)  for  any date on or after  the  date  such  Swap
Contracts     have    been    closed    out    and    termination
value(s)  determined  in accordance therewith,  such  termination
value(s),  and  (b) for any date prior to the date referenced  in
clause   (a)  the  amount(s)  determined  as  the  mark-to-market
value(s)  for  such Swap Contracts, as determined  by  the  Agent
based  upon  one  or  more mid-market or other readily  available
quotations  provided  by  any  recognized  dealer  in  such  Swap
Contracts (which may include any Lender).

     "Taxes" has the meaning specified in Section 4.05(a).

     "Total Assets" means, at any date, without duplication,  the
total consolidated assets of the Company and its Subsidiaries, as
determined in accordance with GAAP.

     "Total Liabilities" means, at any date, without duplication,
the  total  consolidated  liabilities  of  the  Company  and  its
Subsidiaries, determined in accordance with GAAP.

     "Tranche  A Bid Loan" means a Loan made by a Lender  to  the
Company pursuant to subsection 2.03(a) and may be a Base Rate Bid
Loan or a Fixed Rate Bid Loan.

     "Tranche A Commitment" means for each Lender, as the context
may  require,  (a)  the amount in dollars set forth  on  Schedule
1.01(a)  opposite  the  name of such  Lender  under  the  heading
"Tranche  A Commitments" or as otherwise set forth in any  Notice
of  Assignment,  as  such  amount  may  be  reduced  pursuant  to
Section  2.06 or as a result of one or more assignments  pursuant
to  Section 12.08; or (b) the obligation of such Lender to extend
credit  to the Company hereunder in the amount specified  in  the
immediately preceding clause (a).

     "Tranche  A  L/C Obligations" means at any time the  sum  of
(a)  the  aggregate undrawn amount of all Tranche  A  Letters  of
Credit  then outstanding, plus (b) the amount of all unreimbursed
drawings  under  all Tranche A Letters of Credit,  including  all
outstanding L/C Borrowings made on account of Tranche  A  Letters
of Credit.

     "Tranche  A  Letter of Credit" means any  letter  of  credit
Issued by the Issuing Bank pursuant to Article 3 and allocated in
the Company's request therefor to the Tranche A Commitments.

     "Tranche   A   Loan"   has   the  meaning   set   forth   in
subsection 2.01(a).

     "Tranche A Termination Date" means July 20, 2000.

     "Tranche  B Bid Loan" means a Loan made by a Lender  to  the
Company pursuant to subsection 2.03(b) and may be a Base Rate Bid
Loan or a Fixed Rate Bid Loan.

<PAGE> sf712790                              14


     "Tranche B Commitment" means for each Lender, as the context
may  require  (a)  the amount in dollars set  forth  on  Schedule
1.01(a)  opposite  the  name of such  Lender  under  the  heading
"Tranche  B Commitments" or as otherwise set forth in any  Notice
of  Assignment,  as  such  amount  may  be  reduced  pursuant  to
Section  2.06 or as a result of one or more assignments  pursuant
to  Section 12.08; or (b) the obligation of such Lender to extend
credit  to the Company hereunder in the amount specified  in  the
immediately preceding clause (b).

     "Tranche  B  L/C Obligations" means at any time the  sum  of
(a)  the  aggregate undrawn amount of all Tranche  B  Letters  of
Credit  then outstanding, plus (b) the amount of all unreimbursed
drawings  under  all Tranche B Letters of Credit,  including  all
outstanding L/C Borrowings made on account of Tranche  B  Letters
of Credit.

     "Tranche  B  Letter of Credit" means any  letter  of  credit
Issued by the Issuing Bank pursuant to Article 3 and allocated in
the Company's request therefor to the Tranche B Commitments.

     "Tranche   B   Loan"   has   the  meaning   set   forth   in
Section 2.01(b).

     "Tranche B Termination Date" means July 22, 2004.

     "Unrestricted  Subsidiary"  means  any  Subsidiary  of   the
Company other than a Restricted Subsidiary.

     "Utilization    Fee"   has   the   meaning   specified    in
Section 4.01(a).

     "Value" means, with respect to a Sale-Leaseback Transaction,
as  of  any  particular time, the amount equal to the greater  of
(a)  the  net  proceeds of the sale or transfer of  the  property
leased  pursuant to such Sale-Leaseback Transaction  or  (b)  the
fair  value  in  the  opinion of the Board of  Directors  of  the
Company  of  such  property at the time  of  entering  into  such
Sale-Leaseback Transaction, in either case divided first  by  the
number of full years of the term of the lease and then multiplied
by the number of full years of such term remaining at the time of
determination, without regard to any renewal or extension options
contained in the lease.

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

     1.02 Computation of Time Periods.

        In  this Agreement, in the computation of periods of time
from  a specified date to a later specified date, the word "from"
means  "from  and including" and the words "to" and "until"  each
means "to but excluding."

     1.03 Accounting Matters.

       All accounting terms not specifically defined herein shall
be   construed  in  accordance  with  GAAP,  and  all   financial
statements  referred  to in Sections 8.09(a)  and  (b)  shall  be
prepared  in  accordance with GAAP; provided, however,  that  all
computations  determining compliance with  Article  8  shall  use
accounting  principles  consistent  with  those  applied  in  the
preparation  of the financial statements of the Company  referred
to  in  Section 6.05(a).  The parties hereto agree  that  to  the
extent  that  any change in GAAP affects the calculation  of  the
financial covenant contained herein, the Agent (at the direction

<PAGE> sf712790                              15


of  the Required Lenders) and the Company shall negotiate in good
faith  to  amend  such  financial covenant to  account  for  such
changes in GAAP.

     1.04 Certain Terms.

        The  meanings of defined terms are equally applicable  to
the singular and plural forms of the defined terms.

     The words "herein", "hereof" and "hereunder" and other words
of  similar import refer to this Agreement as a whole,  including
the  Exhibits  and  Schedules hereto, and not to  any  particular
Article, Section, paragraph or clause in this Agreement. The word
"including" when used herein is not intended to be exclusive  and
means  "including, without limitation."  References herein to  an
Article,  Section,  paragraph  or  clause  shall  refer  to   the
appropriate  Article,  Section,  paragraph  or  clause  in   this
Agreement.

     Unless  otherwise expressly provided herein, (i)  references
to  agreements  (including this Agreement) and other  contractual
instruments shall be deemed to include all subsequent  amendments
and  other  modifications thereto, but only to  the  extent  such
amendments  and  other modifications are not  prohibited  by  the
terms of any Loan Document, and (ii) references to any statute or
regulation  are  to be construed as including all  statutory  and
regulatory   provisions   consolidating,   amending,   replacing,
supplementing or interpreting the statute or regulation.

                            ARTICLE 2
                 AMOUNTS AND TERMS OF THE LOANS

     2.01 Committed Loans.



     (a)  Tranche A Loans.  Each Lender severally agrees, on the terms
and  subject to the conditions hereinafter set forth, to make one
or more Committed Loans to the Company on any Business Day during
the  period  commencing on the Closing Date  and  ending  on  the
Business Day next preceding the Tranche A Termination Date  (each
such  loan, a "Tranche A Loan"), in an aggregate principal amount
at  any  time  outstanding which does not  exceed  such  Lender's
Tranche A Commitment; provided, however, that after giving effect
to  any Committed Borrowing of Tranche A Loans, (i) the aggregate
principal  amount  of all Tranche A Loans then outstanding,  plus
(ii)  the  aggregate principal amount of all Tranche A Bid  Loans
then  outstanding,  plus  (iii) the  outstanding  Tranche  A  L/C
Obligations shall not exceed the Aggregate Tranche A Commitments.
Any  principal amount of the Tranche A Loans which is  repaid  or
prepaid  by  the Company may be reborrowed within the limitations
set forth in this Section 2.01(a).

(b)  Tranche B Loans.  Each Lender severally agrees, on the terms
and subject to the conditions hereinafter set forth, to make one
or more Committed Loans to the Company on any Business Day during
the period commencing on the Closing Date and ending on the
Business Day next preceding the Tranche B Termination Date (each
such loan, a "Tranche B Loan"), in an aggregate principal amount
at any time outstanding which does not exceed such Lender's
Tranche B Commitment.; provided, however, that after giving
effect to any Committed Borrowing of Tranche B Loans, (i) the
aggregate principal amount of all Tranche B Loans then
outstanding, plus (ii) the aggregate principal amount of all
Tranche B Bid Loans then outstanding, plus (iii) the aggregate
principal amount of all 1996 Facility Bid Loans then outstanding,
<PAGE> sf712790                              16


plus  (vi)  the outstanding Tranche B L/C Obligations  shall  not
exceed the Aggregate Tranche B Commitments.  Any principal amount
of  the Tranche B Loans which is repaid or prepaid by the Company
may  be  reborrowed  within the limitations  set  forth  in  this
Section 2.01(b).

     2.02 Procedure for Committed Borrowings.

     (a)  Each Committed Borrowing shall be made on notice, delivered
by  the Company to the Agent not later than 12:00 noon (New  York
City  time) at least (i) four Business Days prior to the date  of
such  proposed  Borrowing, in the case of Eurodollar  Loans,  and
(ii)  one  Business  Day  prior to  the  date  of  such  proposed
Borrowing, in the case of Reference Rate Loans.  Each such notice
of  a  Committed  Borrowing (a "Notice of  Borrowing")  shall  be
irrevocable and shall be delivered by facsimile, in substantially
the form of Exhibit 2.02(a), specifying therein:

               (i)       the date of such Borrowing, which shall be a
     Business Day;

              (ii)    the amount of such Borrowing which, in  the
     case  of  a Borrowing of Eurodollar Loans, shall be  in  the
     amount of $20,000,000 or an integral multiple of $10,000,000
     in  excess  thereof  and,  in the case  of  a  Borrowing  of
     Reference  Rate Loans, shall be in the amount of $10,000,000
     or  an integral multiple of $5,000,000 in excess thereof and
     shall  not, in any case, exceed the unused Aggregate Tranche
     A   Commitments  or  Aggregate  Tranche  B  Commitments,  as
     applicable,   set   forth  in  Section   2.01(a)   or   (b),
     respectively,  on  the date such Borrowing  is  made  (after
     giving  effect to each payment and prepayment made  on  such
     date);

                (iii)      whether such Borrowing  is  to  be  of
     Tranche A Loans or Tranche B Loans;

                (iv) whether such Borrowing is to be comprised of
     Eurodollar Loans or Reference Rate Loans; and

                (v)   if  such  Borrowing is to be  comprised  of
     Eurodollar  Loans,  the  duration of  the  initial  Interest
     Period applicable to such Loans.

If  the Notice of Borrowing shall fail to specify the duration of
the initial Interest Period for any Committed Borrowing comprised
of Eurodollar Loans, such Interest Period shall be one month.

     (b)   Upon receipt of a Notice of Borrowing, the Agent shall
promptly  notify each Lender thereof and of the  amount  of  such
Lender's share of such Borrowing determined on the basis of  such
Lender's Commitment Percentage.  Each Lender shall make available
to the Agent the amount of its ratable share of such Borrowing in
the manner and at the time set forth in Section 4.04(a).

     (c)  After giving effect to any Committed Borrowing, there shall
not be more than seven different Interest Periods in effect.

(d)  Unless any applicable condition specified in Article 7 has
not been satisfied or waived, the Agent will make the funds
received from the Lenders promptly available to the Company by
crediting the account of the Company on the books of Bank of
<PAGE> sf712790                              17


America,  or  such other account as shall have been specified  by
the Company, with the aggregate of the amounts made available  to
the  Agent  by the Lenders and in like funds as received  by  the
Agent.

     2.03 Bid Borrowings.



     (a)   In  addition  to  Committed  Borrowings  pursuant   to
Section 2.01, each Lender severally agrees that the Company  may,
as  set  forth in Section 2.04, from time to time on any Business
Day  during the period commencing on the Closing Date and  ending
on the Business Day next preceding the Tranche A Termination Date
request the Lenders to submit offers to make Tranche A Bid  Loans
to  the  Company;  provided, however, that the Lenders  may,  but
shall  have no obligation to, submit such offers and the  Company
may, but shall have no obligation to, accept any such offers; and
provided,  further,  that at no time shall (a)(i)  the  aggregate
principal  amount of all Tranche A Bid Loans made by all  Lenders
then outstanding plus (ii) the aggregate principal amount of  all
Tranche  A  Loans  then  outstanding plus (iii)  the  outstanding
Tranche  A  L/C  Obligations exceed (b) the Aggregate  Tranche  A
Commitments.

(b)  In addition to Committed Borrowings pursuant to
Section 2.01, each Lender severally agrees that the Company may,
as set forth in Section 2.04, from time to time on any Business
Day during the period commencing on the Closing Date and ending
on the Business Day next preceding the Tranche B Termination Date
request the Lenders to submit offers to make Tranche B Bid Loans
to the Company; provided, however, that the Lenders may, but
shall have no obligation to, submit such offers and the Company
may, but shall have no obligation to, accept any such offers; and
provided, further, that at no time shall (a)(i) the aggregate
principal amount of all Tranche B Bid Loans made by all Lenders
then outstanding plus (ii) the aggregate principal amount of all
Tranche B Loans then outstanding plus (iii) the aggregate
principal amount of all 1996 Facility Bid Loans then outstanding
plus (vi) the outstanding Tranche B L/C Obligations exceed
(b) the Aggregate Tranche B Commitments.
     2.04 Procedure for Bid Borrowings.

     (a)   The  Company may request a Bid Borrowing hereunder  by
delivering  to the Agent by facsimile not later than  11:00  a.m.
(New York City time) at least (i) four Business Days prior to the
date of the proposed Borrowing, in the case of a request for Base
Rate Bid Loans, and (ii) two Business Days (or, in the event  the
Company desires that Competitive Bids be furnished on the date of
the  proposed Bid Borrowing, one Business Day) prior to the  date
of  the proposed Bid Borrowing in the case of a request for Fixed
Rate Bid Loans, a solicitation for Bid Loans (a "Competitive  Bid
Request"),    in    substantially    the    form    of    Exhibit
2.04(a) specifying therein:

               (i)  the date of such Bid Borrowing, which shall be a
     Business Day;

                (ii)  the aggregate amount of such Bid Borrowing,
     which  shall  be a minimum amount of $10,000,000  in  excess
     thereof  and  shall  not, in the case of  a  Tranche  A  Bid
     Borrowing, exceed the Available Tranche A Commitments on the
     date such proposed Borrowing is made (after giving effect to
     each  payment and prepayment made on such date) or,  in  the
     case  of  a  Tranche B Bid Borrowing, exceed  the  Available
     Tranche B Commitments on the date such proposed Borrowing is
     made  (after  giving effect to each payment  and  prepayment
     made on such date);

<PAGE> sf712790                              18

               (iii)     the maturity date or dates for the partial or
     complete repayment of each Bid Loan to be made as part of such
     Bid Borrowing (none of which shall occur after the Tranche B
     Termination Date) and, in the case of each partial repayment, the
     amount thereof;

               (iv) whether the Bid Loans requested are Tranche A
     Bid  Loans or Tranche B Bid Loans, and whether the Bid Loans
     requested  are Base Rate Bid Loans or Fixed Rate  Bid  Loans
     and,  in  the  case  of Base Rate Bid Loans,  the  basis  of
     calculation  of such interest rate (the "Base Rate")  to  be
     used  by  the  Lenders in determining the rate or  rates  of
     interest to be offered by them; and

                (v)  any other terms to be applicable to such Bid
     Borrowing  (including the extent to which terms  similar  to
     Section 4.05 shall be applicable to such Bid Borrowing).

The  Agent shall promptly notify each Lender of its receipt of  a
Competitive  Bid Request by sending such Lender  by  facsimile  a
copy of such Competitive Bid Request.

     (b)   (i)  Each Lender may, in response to a Competitive Bid
Request,  at  its  option, irrevocably submit a  Competitive  Bid
containing an offer to make one or more Bid Loans at  a  rate  or
rates   of  interest  specified  by  such  Lender  in  its   sole
discretion.   Each  Competitive Bid  must  be  submitted  to  the
Company before 10:00 a.m. (New York City time) (A) three Business
Days prior to the date of the proposed Bid Borrowing, in the case
of  a  request for Base Rate Bid Loans, and (B) one Business  Day
prior to the date of the proposed Bid Borrowing (or, in the event
the  Company  desires that Competitive Bids be furnished  on  the
date  of the proposed Bid Borrowing, on the date of such proposed
Borrowing), in the case of a request for Fixed Rate Bid Loans.

               (ii) Each Competitive Bid (which shall be by telephone,
     promptly confirmed in writing) shall specify:

               (A)  the minimum amount of each Bid Loan for which
          such  Competitive Bid is being made (which shall be  at
          least $5,000,000) and the maximum amount thereof (which
          may  exceed such Lender's Tranche A Commitment  or  its
          Tranche B Commitment);

               (B)   the  rate  or  rates of interest  per  annum
          offered for each Bid Loan, which, in the case of a Base
          Rate  Bid  Loan, shall be expressed as a margin  to  be
          added  to,  or subtracted from, the Base Rate specified
          by the Company in its Bid Request; and

               (C)   the applicable Lending Office of the quoting
          Lender.

                  (iii)       Any   Competitive   Bid   may    be
     disregarded if it:

               (A)   does  not  specify all  of  the  information
          required by Section 2.04(b)(ii);

               (B)   contains qualifying, conditional or  similar
          language;

<PAGE> sf712790                              19

               (C)  proposes terms other than, or in addition to,
          those  set  forth  in  the applicable  Competitive  Bid
          Request; or

               (D)    arrives  after  the  time  set   forth   in
          Section 2.04(b)(i).

     (c)   Not  later than 11:00 a.m. (New York City time)  three
Business Days prior to the date of the proposed Bid Borrowing, in
the  case  of a Borrowing of Base Rate Bid Loans, and 11:00  a.m.
(New  York City time) one Business Day prior to the date  of  the
proposed Bid Borrowing (or, in the event the Company desires that
Competitive  Bids  be furnished on the date of the  proposed  Bid
Borrowing, on the date of such proposed Borrowing), in  the  case
of a Borrowing of Fixed Rate Bid Loans, the Company shall either

               (i)  cancel such Bid Borrowing by giving the Agent and
     the  Lenders  notice thereof (which notice may be  given  by
     telephone and confirmed in writing by facsimile) or

                (ii) accept one or more of the offers made by any
     Lender  or Lenders pursuant to Section 2.04(b), in its  sole
     discretion, by giving notice (which notice may be  given  by
     telephone,  confirmed  in  writing  by  facsimile)  to  such
     Lenders  of the amount of each Bid Loan (which amount  shall
     be equal to or greater than the minimum amount, and equal to
     or  less than the maximum amount, notified to the Company by
     such    Lender    for    such   Bid   Loan    pursuant    to
     Section  2.04(b)) to be made by each such Lender as part  of
     such Bid Borrowing, and reject any remaining offers made  by
     giving  the  Lenders notice (which notice may  be  given  by
     telephone,  confirmed  in  writing  by  facsimile)  to  that
     effect;  provided,  however, that to  the  extent  that  the
     Company  elects  to  accept  one or  more  Competitive  Bids
     submitted  by  Lenders  for  a given  Interest  Period,  the
     Company  shall accept such Competitive Bids on the basis  of
     ascending  interest rates; and, provided, further,  that  in
     the  event  the  Company does not, before  the  time  stated
     above, either cancel the proposed Bid Borrowing pursuant  to
     Section  2.04(c)(i)  or accept one or  more  of  the  offers
     pursuant  to  this Section 2.04(c)(ii), such  Bid  Borrowing
     shall be deemed cancelled and provided, further, that in the
     event the Company accepts one or more of the offers pursuant
     to  this  Section 2.04(c)(ii) but does not expressly  reject
     the  remaining offers, such offers shall be deemed rejected.
     The  Company shall promptly notify the Agent of the date and
     amount of any proposed Bid Borrowing.

     (d)   For purposes of Sections 2.01, 2.06 and 4.01(a),  each
outstanding  Bid Loan (and until repayment in full thereof,  each
1996 Facility Bid Loan) shall be deemed to utilize the Tranche  A
Commitments of each Lender, in the case of Tranche A  Bid  Loans,
or  the  Tranche  B Commitments of each Lender, in  the  case  of
Tranche B Bid Loans, whether or not such Lender has made such Bid
Loan,  by  an amount equal to such Lender's Commitment Percentage
times the amount of such Bid Loan (or 1996 Facility Bid Loan).

     (e)  The rights of any Lender under the 1996 Credit Agreement
which  is  also a Lender under this Agreement and which has  made
1996  Facility Bid Loans that are outstanding on the Closing Date
shall  terminate on the Closing Date and such Lender  shall  have
the same rights with respect to its 1996 Facility Bid Loans as if
such 1996 Facility Bid Loans were Bid Loans hereunder.

<PAGE> sf712790                              20

     2.05 Evidence of Indebtedness.

     (a)   Each  Lender, with respect to amounts  payable  to  it
hereunder,  and  the Agent, with respect to all  amounts  payable
hereunder  in respect of Committed Borrowings, shall maintain  on
its  books  in accordance with its usual practice, loan  accounts
and  control accounts, respectively, setting forth each Committed
Loan and, in the case of each Lender having made a Bid Loan, each
such  Bid  Loan, the applicable interest rate and the amounts  of
principal,  interest  and  other sums paid  and  payable  by  the
Company  from  time  to  time  hereunder  with  respect  thereto;
provided,  however, that the failure by any Lender to record  any
such amount on its books shall not affect the obligations of  the
Company with respect thereto.  In the case of any dispute, action
or  proceeding  relating  to any amount  payable  hereunder,  the
entries  in  each such account shall be prima facie  evidence  of
such  amount, absent manifest error.  In case of any  discrepancy
between the entries in the Agent's books and any Lender's  books,
such Lender's books shall be considered correct in the absence of
manifest error.

(b)  Notwithstanding the foregoing, if any Lender shall so
request for purposes of Section 12.08(a)(iii), the obligation to
repay the Committed Loans shall also be evidenced by a promissory
note in the form of Exhibit 2.05(b).
(c)  The obligation to repay a Bid Loan shall also, if so
requested by the Lender making such Bid Loan in its Competitive
Bid, be evidenced by a promissory note in the form of Exhibit
2.05(c).
     2.06 Optional Reduction of the Commitments.

        The  Company  shall have the right, upon  at  least  four
Business  Days' prior notice to the Agent (which notice shall  be
irrevocable), at any time permanently to terminate the  remaining
Commitments  in  whole  or  reduce ratably  in  part  the  unused
portions  of  the  Commitments of the Lenders, allocated  between
Tranche  A  Commitments or Tranche B Commitments, as the  Company
may  elect; provided, however, that each partial reduction  shall
be in the aggregate amount of $20,000,000 or an integral multiple
of   $10,000,000  in  excess  thereof.   No  reduction   in   the
Commitments  shall reduce the L/C Commitment until the  aggregate
Commitments  are  reduced  to  $150,000,000,  after  which   each
reduction  in  the  Commitments shall reduce the  L/C  Commitment
dollar  for dollar.  The Agent shall promptly notify each  Lender
of its receipt of any notice under this Section 2.06.

     2.07 Repayment.

     (a)  The Committed Loans.  The Company agrees to repay to the
Agent  for  the account of the Lenders the outstanding  principal
amount of all Tranche A Loans on the Tranche A Termination  Date.
The  Company agrees to repay to the Agent for the account of  the
Lenders  the outstanding principal amount of all Tranche B  Loans
on the Tranche B Termination Date.

(b)  The Bid Loans.  The Company agrees to repay to each Lender
which has made a Bid Loan on the maturity date of such Bid Loan
(as each such maturity date shall have been specified by the
Company in the applicable Competitive Bid Request pursuant to
Section 2.04(a)(iii)) the unpaid principal amount of such Bid
Loan then due and payable (each such amount being as specified
for such date in such Competitive Bid Request pursuant to
Section 2.04(a)(iii)).

<PAGE> sf712790                              21

     2.08 Optional Prepayments.

     (a)  Subject to Section 5.06(a), the Company may, upon (i) at
least four Business Days' prior notice to the Agent, in the  case
of  a  prepayment  of Eurodollar Loans, and  (ii)  at  least  one
Business  Day's  prior notice to the Agent,  in  the  case  of  a
prepayment of Reference Rate Loans, stating the proposed date and
aggregate  principal  amount of the prepayment,  prepay,  ratably
among   the   Lenders   in  accordance  with   their   Commitment
Percentages,  the outstanding principal amount of  the  Committed
Loans, in whole or in part, together with accrued interest to the
date of such prepayment on the principal amount prepaid.

(b)  Each partial prepayment of Committed Loans shall, in the
case of Eurodollar Loans, be in the aggregate principal amount of
$20,000,000 or an integral multiple of $10,000,000 in excess
thereof, and, in the case of Reference Rate Loans, be in the
aggregate principal amount of $10,000,000 or an integral multiple
of $5,000,000 in excess thereof; provided, however, that, if the
aggregate amount of Eurodollar Loans comprised in the same
Committed Borrowing would be reduced as a result of any voluntary
prepayment to an amount less than $20,000,000, such Eurodollar
Loans shall automatically convert into Reference Rate Loans on
the last day of the then current Interest Period.
(c)  If a notice of prepayment is given, such notice shall be
irrevocable and the principal amount stated in such notice,
together with accrued interest thereon and any amount payable
pursuant to Section 5.06(a), shall be due and payable on the date
specified in such notice.  The Agent shall promptly notify each
Lender of its receipt of any notice of prepayment under this
Section 2.08.
(d)  Bid Loans may not be prepaid.
     2.09 Interest.

     (a)  Each Committed Loan shall bear interest on the outstanding
principal  amount thereof from the date when made until  paid  in
full, at the option of the Company, as set forth in its Notice of
Borrowing or in its Notice of Conversion/Continuation,

               (i)  if such Loan is a Reference Rate Loan, at a rate
     per annum equal to the Adjusted Reference Rate; or

                (ii) if such Loan is a Eurodollar Loan, at a rate
     per  annum  equal  to  the sum of (A)  LIBOR  plus  (B)  the
     applicable margin, as follows:

<TABLE>
<CAPTION>
                Debt Rating                      Applicable Margin
                                                on Eurodollar Loans
       Moody's               S&P         Tranche A Loans / Tranche  B Loans
     <S>          <C>  <C>                              <C>
     Baal higher   or  BBB+ or higher             0.525% / 0.500%
     Baa2          or  BBB                        0.625% / 0.600%
     Baa3          or  BBB-                       0.725% / 0.700%
     Bal           or  BB+                        1.075% / 1.050%
     Ba2 or lower and  BB or lower                1.275% / 1.250%
</TABLE>

<PAGE> sf712790                              22


provided,  however,  that  if  at any  time  no  Debt  Rating  is
available,  the applicable margin shall be 1.275% per  annum  for
Tranche A Loans and 1.250% per annum for Tranche B Loans.

     (b)  Any change in the applicable margin due to a change in the
applicable  Debt Rating shall be effective on the effective  date
of  such change in the applicable Debt Rating and shall apply  to
all  Eurodollar Loans that are outstanding at any time during the
period  commencing  on  the effective  date  of  such  change  in
applicable  Debt  Rating  and  ending  on  the  date  immediately
preceding  the  effective  date  of  the  next  such  change   in
applicable  Debt  Rating.  In the event of a  split  rating,  the
higher  rating will apply; if the Debt Ratings are split by  more
than one level, one level above the lower rating will apply.

(c)  Accrued interest shall be paid on each Interest Payment Date
(and, after maturity, on demand), on the date of repayment or
prepayment of any Committed Loan on the amount repaid or prepaid
and, in the case of any Reference Rate Loan, on each date such
Loan is converted into a Eurodollar Loan.
(d)  The Company shall pay to each Lender which has made a Bid
Loan interest on the unpaid principal amount of such Bid Loan
from the date when made until paid in full, on each Interest
Payment Date (and, after maturity, on demand), at the rate of
interest specified by such Lender in its Competitive Bid pursuant
to Section 2.04(b)(ii)(B).
     2.10 Default Interest.

        During  the continuation of any Event of Default pursuant
to  Section  10.01(a), the Company shall pay interest  (after  as
well  as before judgment to the extent permitted by law)  on  the
principal  amount of all Committed Loans outstanding and  on  all
other  Obligations of the Company due and unpaid (other than  Bid
Loans), at a rate per annum which is determined by increasing the
interest  rate  then in effect by 2% per annum for the  principal
amount  of  the Eurodollar Loans outstanding and at  a  rate  per
annum  equal to the Adjusted Reference Rate plus 2% for any other
Obligation due hereunder (other than Bid Loans).

     2.11 Continuation and Conversion Elections for Committed Loans.

     (a)   The Company may upon irrevocable written notice to the
Agent:

               (i)  elect to convert, on any Business Day, all or any
     portion of outstanding Reference Rate Loans (in the aggregate
     amount of $20,000,000 or an integral multiple of $10,000,000 in
     excess thereof) into Eurodollar Loans;

                (ii)  elect to convert, on the last  day  of  any
     Interest  Period therefor, all or any portion of outstanding
     Eurodollar  Loans  comprising the  same  Borrowing  (in  the
     aggregate  amount of $10,000,000 or an integral multiple  of
     $5,000,000 in excess thereof) into Reference Rate Loans; or

                (iii)      elect to continue, on the last day  of
     any Interest Period therefor, any Eurodollar Loans;

provided,  however, that if the aggregate amount  of  outstanding
Eurodollar Loans comprised in the same Borrowing would be reduced
as  a  result of any conversion of part thereof to Reference Rate
Loans to an amount less than $20,000,000, such Eurodollar Loans

<PAGE> sf712790                              23


shall automatically convert into Reference Rate Loans on the last
day of the Interest Period on which such conversion occurs.

     (b)   The  Company shall deliver a notice of  conversion  or
continuation   (a   "Notice   of  Conversion/Continuation"),   in
substantially the form of Exhibit 2.11(b), to the Agent not later
than 12:00 noon (New York City time) (i) four Business Days prior
to  the  proposed  date  of conversion or  continuation,  if  the
Committed  Loans or any portion thereof are to be converted  into
or continued as Eurodollar Loans, and (ii) one Business Day prior
to the proposed date of conversion, if the Committed Loans or any
portion thereof are to be converted into Reference Rate Loans.

Each  such Notice of Conversion/Continuation shall be irrevocable
and shall be made by facsimile, specifying therein:

               (i)  the proposed date of conversion or continuation;

               (ii) the aggregate amount of Committed Loans to be
     converted or continued;

               (iii)     whether such Committed Loans are Tranche
     A Loans or Tranche B Loans; and

                (iv)  the  duration  of the  applicable  Interest
     Period if such Committed Loans are Eurodollar Loans.

     (c)  If, on the fourth Business Day prior to the expiration of
any  Interest Period applicable to Eurodollar Loans, the  Company
shall  have  failed  to  select  a  new  Interest  Period  to  be
applicable to such Eurodollar Loans, the Company shall be  deemed
to  have  elected to convert such Eurodollar Loans into Reference
Rate Loans effective as of the last day of such Interest Period.

(d)  Upon receipt of a Notice of Conversion/Continuation, the
Agent shall promptly notify each Lender thereof.  All conversions
and continuations shall be made ratably among the Lenders based
on their Commitment Percentages of the Committed Loans with
respect to which such notice was given.
(e)  Notwithstanding any other provision contained in this
Agreement, after giving effect to any conversion or continuation
of any Committed Loans, there shall not be more than seven
different Interest Periods for Committed Loans in effect.
     2.12 Termination of Prior Commitments.

        The  Company  and  each  of the Lenders  agree  that  the
"Commitments"  (as  defined in the 1996  Credit  Agreement)  will
terminate  as  of  the Closing Date, and each Lender  waives  the
notice  requirement  set forth in Section  2.08(a)  of  the  1996
Credit Agreement regarding such termination.

<PAGE> sf712790                              24


                            ARTICLE 3
                      THE LETTERS OF CREDIT

     3.01 The Letter of Credit Subfacility.

           (a)   On  the  terms and conditions set  forth  herein
(i)  the  Issuing  Bank agrees, (A) from  time  to  time  on  any
Business  Day  during  the period from the Closing  Date  to  the
Tranche  A Termination Date to issue Tranche A Letters of  Credit
for  the account of the Company, and to amend or renew Tranche  A
Letters  of  Credit previously issued by it, in  accordance  with
subsections  3.02(c) and 3.02(d), (B) from time to  time  on  any
Business  Day  during  the period from the Closing  Date  to  the
Tranche  B Termination Date to issue Tranche B Letters of  Credit
for  the account of the Company, and to amend or renew Tranche  B
Letters  of  Credit previously issued by it, in  accordance  with
subsections  3.02(c) and 3.02(d), and (C) to honor  drafts  under
the  Letters of Credit; and (ii) the Lenders severally  agree  to
purchase an irrevocable and unconditional participation  in  each
Letter of Credit Issued for the account of the Company; provided,
that  the  Issuing Bank shall not be obligated to Issue,  and  no
Lender shall be obligated to participate in, any Letter of Credit
if  as  of  the  date of Issuance of such Letter of  Credit  (the
"Issuance  Date"),  after giving effect to any  requested  Loans,
(A)  (1)  the aggregate principal amount of all Tranche  A  Loans
then  outstanding plus (2) the aggregate principal amount of  all
Tranche  A  Bid  Loans then outstanding plus (3) the  outstanding
Tranche  A  L/C  Obligations  exceeds  the  Aggregate  Tranche  A
Commitments;  (B)  (1)  the aggregate  principal  amount  of  all
Tranche B Loans then outstanding plus (2) the aggregate principal
amount  of all Tranche B Bid Loans then outstanding plus (3)  the
aggregate  principal amount of all 1996 Facility Bid  Loans  then
outstanding  plus (4) the outstanding Tranche B  L/C  Obligations
exceeds  the  Aggregate Tranche B Commitments; or (C)  the  total
amount of L/C Obligations exceeds the L/C Commitment.  Within the
foregoing  limits, and subject to the other terms and  conditions
hereof,  the Company's ability to obtain Letters of Credit  shall
be fully revolving, and, accordingly, the Company may, during the
foregoing period, obtain Letters of Credit to replace Letters  of
Credit  which  have  expired or which have been  drawn  upon  and
reimbursed.

           (b)   The Issuing Bank is under no obligation to Issue
any Letter of Credit if:

                     (i)   any order, judgment or decree  of  any
     Governmental  Authority or arbitrator  shall  by  its  terms
     purport  to enjoin or restrain the Issuing Bank from Issuing
     such  Letter of Credit, or any Requirement of Law applicable
     to  the Issuing Bank or any request or directive (whether or
     not having the force of law) from any Governmental Authority
     with  jurisdiction over the Issuing Bank shall prohibit,  or
     request that the Issuing Bank refrain from, the Issuance  of
     letters  of  credit generally or such Letter  of  Credit  in
     particular  or  shall  impose upon  the  Issuing  Bank  with
     respect to such Letter of Credit any restriction, reserve or
     capital  requirement  (for which the  Issuing  Bank  is  not
     otherwise  compensated  hereunder)  not  in  effect  on  the
     Closing  Date,  or  shall impose upon the Issuing  Bank  any
     unreimbursed loss, cost or expense which was not  applicable
     on the Closing Date and which the Issuing Bank in good faith
     deems material to it;

<PAGE> sf712790                              25

                     (ii)  the Issuing Bank has received  written
     notice  from  any Lender, the Agent or the  Company,  on  or
     prior  to  the Business Day prior to the requested  date  of
     Issuance of such Letter of Credit, that one or more  of  the
     applicable  conditions contained in Article 7  is  not  then
     satisfied;

                     (iii)      the expiry date of any  requested
     Letter of Credit is (A) more than one year after the date of
     Issuance,  unless  the Required Lenders have  approved  such
     expiry  date in writing, (B) after the Tranche A Termination
     Date,  in  the case of a Tranche A Letter of Credit,  unless
     all  of  the  Lenders  have approved  such  expiry  date  in
     writing, or (C) after the Tranche B Termination Date, in the
     case  of  a  Tranche B Letter of Credit, unless all  of  the
     Lenders have approved such expiry date in writing;

                     (iv) the expiry date of any requested Letter
     of  Credit  is  prior to the maturity date of any  financial
     obligation  to  be  supported by  the  requested  Letter  of
     Credit;

                     (v)  any requested Letter of Credit does not
     provide  for  drafts,  or  is  not  otherwise  in  form  and
     substance acceptable to the Issuing Bank, or the Issuance of
     a  Letter of Credit shall violate any applicable policies of
     the Issuing Bank;

                     (vi) any standby Letter of Credit is for the
     purpose  of supporting the Issuance of any Letter of  Credit
     by any other Person; or

                     (vii)     such Letter of Credit is in a face
     amount  less than $100,000 or is denominated in  a  currency
     other than dollars.

     3.02 Issuance, Amendment and Renewal of Letters of Credit.

     (a)  Each Letter of Credit shall be issued upon the irrevocable
written request of the Company received by the Issuing Bank (with
a  copy sent by the Company to the Agent) at least four days  (or
such  shorter time as the Issuing Bank may agree in a  particular
instance  in its sole discretion) prior to the proposed  date  of
issuance.   Each such request for issuance of a Letter of  Credit
shall  be  by  facsimile, confirmed immediately  in  an  original
writing, in the form of an L/C Application, and shall specify  in
form  and  detail  satisfactory to  the  Issuing  Bank:  (i)  the
proposed date of issuance of the Letter of Credit (which shall be
a  Business  Day); (ii) the face amount of the Letter of  Credit;
(iii) the expiry date of the Letter of Credit; (iv) the name  and
address  of  the  beneficiary thereof; (v) the  documents  to  be
presented by the beneficiary of the Letter of Credit in  case  of
any drawing thereunder; (vi) the full text of any certificate  to
be   presented  by  the  beneficiary  in  case  of  any   drawing
thereunder;  (vii)  whether  such  Letter  of  Credit  should  be
allocated  to  the  Tranche  A  Commitments  or  the  Tranche   B
Commitments;  and (viii) such other matters as the  Issuing  Bank
may require.

(b)  At least two Business Days prior to the Issuance of any
Letter of Credit, the Issuing Bank will confirm with the Agent
(by telephone or in writing) that the Agent has received a copy
of the L/C Application or L/C Amendment Application from the
Company and, if not, the Issuing Bank will provide the Agent with
a copy thereof.  Unless the Issuing Bank has received notice on
or before the Business Day immediately preceding the date the
Issuing Bank is to issue a requested Letter of Credit from the
Agent (i) directing the Issuing Bank not to issue such Letter of
Credit because such issuance is not then permitted under
subsection 3.01(b)(iii) as a result of the limitations set forth
<PAGE> sf712790                              26


in  clauses (A) through (B) thereof or subsection 3.01(b)(ii); or
(ii)  that one or more conditions specified in Article 7 are  not
then satisfied; then, subject to the terms and conditions hereof,
the Issuing Bank shall, on the requested date, issue a Letter  of
Credit  for  the  account of the Company in accordance  with  the
Issuing Bank's usual and customary business practices.

     (c)  From time to time while a Letter of Credit is outstanding
and  prior  to  the Tranche A Termination Date (in  the  case  of
Tranche  A  Letters of Credit) or the Tranche B Termination  Date
(in  the  case of Tranche B Letters of Credit), the Issuing  Bank
will,  upon  the written request of the Company received  by  the
Issuing  Bank (with a copy sent by the Company to the  Agent)  at
least  five  days (or such shorter time as the Issuing  Bank  may
agree  in a particular instance in its sole discretion) prior  to
the proposed date of amendment, amend any Letter of Credit issued
by  it.   Each such request for amendment of a Letter  of  Credit
shall  be made by facsimile, confirmed immediately in an original
writing,  made  in the form of an L/C Amendment  Application  and
shall  specify  in form and detail satisfactory  to  the  Issuing
Bank:   (i) the Letter of Credit to be amended; (ii) the proposed
date  of  amendment  of the Letter of Credit (which  shall  be  a
Business  Day);  (iii) the nature of the proposed amendment;  and
(iv)  such  other matters as the Issuing Bank may  require.   The
Issuing Bank shall be under no obligation to amend any Letter  of
Credit if:  (A) the Issuing Bank would have no obligation at such
time to issue such Letter of Credit in its amended form under the
terms  of  this  Agreement; or (B) the beneficiary  of  any  such
letter  of Credit does not accept the proposed amendment  to  the
Letter  of Credit.  The Agent will promptly notify the  Banks  of
the  receipt  by  it  of  any L/C Application  or  L/C  Amendment
Application.

(d)  The Issuing Bank and the Lenders agree that, while a Letter
of Credit is outstanding and prior to the Tranche A Termination
Date (in the case of Tranche A Letters of Credit) or the Tranche
B Termination Date (in the case of Tranche B Letters of Credit),
at the option of the Company and upon the written request of the
Company received by the Issuing Bank (with a copy sent by the
Company to the Agent) at least five days (or such shorter time as
the Issuing Bank may agree in a particular instance in its sole
discretion) prior to the proposed date of notification of
renewal, the Issuing Bank shall be entitled to authorize the
renewal of any Letter of Credit issued by it.  Each such request
for renewal of a Letter of Credit shall be made by facsimile,
confirmed immediately in an original writing, in the form of an
L/C Amendment Application, and shall specify in form and detail
satisfactory to the Issuing Bank: (i) the Letter of Credit to be
renewed; (ii) the proposed date of notification of renewal of the
Letter of Credit (which shall be a Business Day); (iii) the
revised expiry date of the Letter of Credit; and (iv) such other
matters as the Issuing Bank may require.  The Issuing Bank shall
be under no obligation so to renew any Letter of Credit if:
(A) the Issuing Bank would have no obligation at such time to
issue or amend such Letter of Credit in its renewed form under
the terms of this Agreement; or (B) the beneficiary of any such
Letter of Credit does not accept the proposed renewal of the
Letter of Credit.  If any outstanding Letter of Credit shall
provide that it shall be automatically renewed unless the
beneficiary thereof receives notice from the Issuing Bank that
such Letter of Credit shall not be renewed, and if at the time of
renewal the Issuing Bank would be entitled to authorize the
<PAGE> sf712790                              27


automatic  renewal  of such Letter of Credit in  accordance  with
this  subsection 3.02(d) upon the request of the Company but  the
Issuing   Bank   shall  not  have  received  any  L/C   Amendment
Application  from  the Company with respect to  such  renewal  or
other written direction by the Company with respect thereto,  the
Issuing  Bank shall (unless such renewal would cause  the  expiry
date thereof to extend beyond the Tranche A Termination Date,  in
the  case  of  a  Tranche A Letter of Credit, or  the  Tranche  B
Termination  Date, in the case of a Tranche B Letter  of  Credit)
nonetheless be permitted to allow such Letter of Credit to renew,
and  the  Company and the Lenders hereby authorize such  renewal,
and,  accordingly,  the  Issuing Bank shall  be  deemed  to  have
received an L/C Amendment Application from the Company requesting
such renewal.

     (e)  The Issuing Bank may, at its election (or as required by the
Agent  at  the  direction of the Required Lenders),  deliver  any
notices  of termination or other communications to any Letter  of
Credit  beneficiary or transferee, and take any other  action  as
necessary or appropriate, at any time and from time to  time,  in
order to cause the expiry date of such Letter of Credit to  be  a
date  not later than the Tranche A Termination Date, in the  case
of  a Tranche A Letter of Credit, or in order to cause the expiry
date  of  such Letter of Credit to be a date not later  than  the
Tranche B Termination Date, in the case of a Tranche B Letter  of
Credit.

(f)  This Agreement shall control in the event of any conflict
with any L/C-Related Document (other than any Letter of Credit).
(g)  The Issuing Bank will also deliver to the Agent,
concurrently or promptly following its delivery of a Letter of
Credit, or amendment to or renewal of a Letter of Credit, to an
advising bank or a beneficiary, a true and complete copy of each
such Letter of Credit or amendment to or renewal of a Letter of
Credit.
     3.03 Role of the Issuing Bank.

     (a)   Each Lender and the Company agree that, in paying  any
drawing under a Letter of Credit, the Issuing Bank shall not have
any  responsibility to obtain any document (other than any  sight
draft  and  certificates  expressly required  by  the  Letter  of
Credit) or to ascertain or inquire as to the validity or accuracy
of  any such document or the authority of the Person executing or
delivering any such document.

(b)  No Agent-Related Person nor any of the respective
correspondents, participants or assignees of the Issuing Bank
shall be liable to any Lender for: (i) any action taken or
omitted in connection herewith at the request or with the
approval of the Lenders (including the Required Lenders, as
applicable); (ii) any action taken or omitted in the absence of
gross negligence or willful misconduct; or (iii) the due
execution, effectiveness, validity or enforceability of any L/C-
Related Document.
(c)  The Company hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its
use of any Letter of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the
Company's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other
agreement.  No Agent-Related Person, nor any of the respective
correspondents, participants or assignees of the Issuing Bank,
<PAGE> sf712790                              28


shall  be  liable or responsible for any of the matters described
in  subsections 3.04(a) through (g); provided, however,  anything
in such clauses to the contrary notwithstanding, that the Company
may  have a claim against the Issuing Bank, and the Issuing  Bank
may  be  liable to the Company, to the extent, but  only  to  the
extent,  of any direct, as opposed to consequential or exemplary,
damages  suffered  by the Company which the Company  proves  were
caused  by  the  Issuing  Bank's  willful  misconduct  or   gross
negligence or the Issuing Bank's willful failure to pay under any
Letter  of Credit after the presentation to it by the beneficiary
of  a sight draft and certificate(s) strictly complying with  the
terms  and conditions of a Letter of Credit.  In furtherance  and
not  in  limitation of the foregoing: (i) the  Issuing  Bank  may
accept  documents  that appear on their  face  to  be  in  order,
without  responsibility for further investigation, regardless  of
any  notice or information to the contrary; and (ii) the  Issuing
Bank shall not be responsible for the validity or sufficiency  of
any  instrument  transferring  or  assigning  or  purporting   to
transfer  or assign a Letter of Credit or the rights or  benefits
thereunder  or proceeds thereof, in whole or in part,  which  may
prove to be invalid or ineffective for any reason.

     3.04 Obligations Absolute.

        The  obligations of the Company under this Agreement  and
any  L/C-Related  Document to reimburse the Issuing  Bank  for  a
drawing  under a Letter of Credit, and to repay any L/C Borrowing
and any drawing under a Letter of Credit converted into Revolving
Loans, shall be unconditional and irrevocable, and shall be  paid
strictly in accordance with the terms of this Agreement and  each
such   other   L/C-Related  Document  under  all   circumstances,
including the following:

     (a)  any lack of validity or enforceability of this Agreement or
any L/C-Related Document;

(b)  any change in the time, manner or place of payment of, or in
any other term of, all or any of the obligations of the Company
in respect of any Letter of Credit or any other amendment or
waiver of or any consent to departure from all or any of the L/C-
Related Documents;
(c)  the existence of any claim, set-off, defense or other right
that the Company may have at any time against any beneficiary or
any transferee of any Letter of Credit (or any Person for whom
any such beneficiary or any such transferee may be acting), the
Issuing Bank or any other Person, whether in connection with this
Agreement, the transactions contemplated hereby or by the L/C-
Related Documents or any unrelated transaction;
(d)  any draft, demand, certificate or other document presented
under any Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; or any loss or delay
in the transmission or otherwise of any document required in
order to make a drawing under any Letter of Credit;
(e)  any payment by the Issuing Bank under any Letter of Credit
against presentation of a draft or certificate that does not
strictly comply with the terms of any Letter of Credit; or any
payment made by the Issuing Bank under any Letter of Credit to
any Person purporting to be a trustee in bankruptcy, debtor-in-
possession, assignee for the benefit of creditors, liquidator,
receiver or other representative of or successor to any
beneficiary or any transferee of any Letter of Credit, including
any arising in connection with any Insolvency Proceeding;
<PAGE> sf712790                              29


     (f)  any exchange, release or non-perfection of any collateral,
or  any release or amendment or waiver of or consent to departure
from  any  other guarantee, for all or any of the obligations  of
the Company in respect of any Letter of Credit; or

(g)  any other circumstance or happening whatsoever, whether or
not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available
to, or a discharge of, the Company or a guarantor.
     3.05 Cash Collateral Pledge.

     Upon  the  request  of  the Agent or the  Required  Lenders,
(a)  if  the Issuing Bank has honored any full or partial drawing
request on any Letter of Credit and such drawing has resulted  in
an  L/C  Borrowing  hereunder,  (b)  if,  as  of  the  Tranche  A
Termination  Date, any Tranche A Letters of Credit  may  for  any
reason  remain  outstanding and partially or wholly  undrawn,  or
(c)  if,  as  of  the Tranche B Termination Date, any  Tranche  B
Letters  of  Credit  may  for any reason remain  outstanding  and
partially  or wholly undrawn, then, the Company shall immediately
Cash Collateralize the L/C Obligations in an amount equal to such
L/C Obligations.

     3.06 Letter of Credit Fees.

     (a)  The Company shall pay to the Agent for the account of each
of the Lenders a letter of credit fee with respect to the Tranche
A  Letters  of Credit equal to the applicable margin above  LIBOR
then  in effect under Section 2.09 for Tranche A Eurodollar Loans
for  each  day  such Tranche A Letters of Credit are outstanding,
computed on a quarterly basis in arrears on the last Business Day
of  each  calendar quarter and based upon Tranche  A  Letters  of
Credit  outstanding for that quarter as calculated by the  Agent.
The Company shall pay to the Agent for the account of each of the
Lenders  a  letter of credit fee with respect to  the  Tranche  B
Letters of Credit equal to the applicable margin above LIBOR then
in  effect under Section 2.09 for Tranche B Eurodollar Loans  for
each  day  such  Tranche  B  Letters of Credit  are  outstanding,
computed on a quarterly basis in arrears on the last Business Day
of  each  calendar quarter and based upon Tranche  B  Letters  of
Credit  outstanding for that quarter as calculated by the  Agent.
Such letter of credit fees shall be due and payable quarterly  in
arrears on the last Business Day of each calendar quarter  during
which  Letters of Credit are outstanding, commencing on the first
such quarterly date to occur after the Closing Date, through  the
Tranche  B  Termination Date (or such later date upon  which  the
outstanding  Letters  of  Credit shall expire),  with  the  final
payment  to  be made on the Tranche A Termination Date  (or  such
later  expiration  date), in the case of  Tranche  A  Letters  of
Credit  and  on  the Tranche B Termination Date  (or  such  later
expiration date), in the case of Tranche B Letters of Credit.

(b)  The Company shall pay to the Issuing Bank a letter of credit
fronting fee for each Letter of Credit Issued by the Issuing Bank
equal to 0.125% of the face amount (or increased face amount, as
the case may be) of such Letter of Credit.  Such Letter of Credit
fronting fee shall be due and payable on each date of Issuance of
a Letter of Credit.
<PAGE> sf712790                              30

     (c)  The Company shall pay to the Issuing Bank from time to time
on  demand the normal issuance, presentation, amendment and other
processing  fees, and other standard costs and  charges,  of  the
Issuing  Bank relating to standby letters of credit as from  time
to time in effect.

     3.07 International Standby Practices.

     The  International  Standby Practices as  published  by  the
International Chamber of Commerce most recently at  the  time  of
issuance   of  any  Letter  of  Credit  shall  (unless  otherwise
expressly provided in the Letters of Credit) apply to the Letters
of Credit.

                            ARTICLE 4
                      FEES; PAYMENTS; TAXES

     4.01 Fees.

     (a)  Utilization Fee.  The Company shall pay to the Agent for the
account  of each Lender a utilization fee ("Utilization Fee")  on
the  actual  daily  aggregate principal amount of  such  Lender's
Committed Loans then outstanding hereunder with respect  to  each
day  on  which the principal amount of all Committed  Loans  then
outstanding  is  equal  to  or  exceeds  33%  of  the   aggregate
Commitments  (each such day a "Utilization Fee Day").   Such  fee
shall be computed with respect to each Utilization Fee Day  at  a
rate equal to 0.125% per annum, and shall accrue with respect  to
each  Utilization Fee Day occurring on and after the Closing Date
to  the later to occur of (A) the Tranche B Termination Date  and
(B) the date on which all Loans and interest thereon are paid  in
full and the Commitments hereunder terminated, and, to the extent
accrued during such period, shall be due and payable quarterly in
arrears  on  the  last  Business Day  of  each  calendar  quarter
(commencing on September 30, 1999) through the later to occur  of
(X)  the Tranche B Termination Date and (Y) the date on which all
Loans, L/C Obligations and interest thereon are paid in full  and
the  Commitments hereunder terminated, with the final payment  to
be made on the latest to occur of such dates.

(b)  Facility Fee.
               (i)  The Company agrees to pay to the Agent for the account
     of each Lender, a facility fee from the Closing Date until the
     Tranche B Termination Date at a rate per annum times the Tranche
     A  Commitment  and the Tranche B Commitment of  such  Lender
     (regardless of utilization thereof) as follows:

                  Debt Rating                   Facility Fee

     Moody's               S&P             Tranche A / Tranche B
     Baal higher     or    BBB+ or higher     0.100% / 0.125%
     Baa2            or    BBB                0.125% / 0.150%
     Baa3            or    BBB-               0.150% / 0.175%
     Bal             or    BB+                0.175% / 0.200%
     Ba2 or lower    and   BB or lower        0.225% / 0.250%

<PAGE> sf712790                              31


     provided,  however, that if at any time no  Debt  Rating  is
     available,  the facility fee shall be 0.225% per  annum  for
     Tranche  A  Commitments and 0.250% per annum for  Tranche  B
     Commitments.   In  the event of a split rating,  the  higher
     rating  will  apply; if the Debt Ratings are split  by  more
     than one level, one level above the lower rating will apply.

               (ii) The facility fee shall be payable (A) quarterly in
     arrears  on the last Business Day of each calendar  quarter,
     commencing with the calendar quarter ending on September 30,
     1999,  (B)  on any date of reduction or termination  of  the
     Commitments and (C) on the Tranche B Termination Date.

     (c)  Agency Fee.  The Company agrees to pay to the Agent for its
account  an agency fee in such amounts and at such times  as  are
set forth in the Fee Letter.

     4.02 Computation of Interest, Fees.

     (a)  All computations of interest payable in respect of Reference
Rate  Loans shall be made on the basis of a year of 365  days  or
366  days,  as  the  case may be, and actual days  elapsed.   All
computations of interest in respect of Eurodollar Loans  and  Bid
Loans and all computations of fees under this Agreement shall  be
made  on the basis of a year of 360 days and actual days elapsed.
Interest  and  fees shall accrue during each period during  which
interest or such fees are computed from the first day thereof  to
the last day thereof.

(b)  Each determination of an interest rate by the Agent pursuant
to any provision of this Agreement shall be conclusive and
binding on the Company and the Lenders in the absence of manifest
error.  The Agent, upon determining LIBOR for any Interest
Period, shall promptly notify the Company and the Lenders
thereof.
     4.03 Payments by the Company.

     (a)  The Company shall make each payment hereunder not later than
1:00 p.m. (New York City time) on the day when due (i) in respect
of any Committed Loan, to the Agent or (ii) in respect of any Bid
Loan,  to  the Lender which made such Bid Loan, without  defense,
setoff  or  counterclaim, in dollars and in immediately available
funds to such account in the continental United States of America
as  the  Agent shall specify from time to time by notice  to  the
Company  or, in the case of a Bid Loan made by a Lender,  to  the
Lending  Office  of such Lender.  The Agent will  promptly  after
receiving any payment in respect of any Committed Loan  from  the
Company cause to be distributed like funds to the Lenders ratably
based on their Commitment Percentages (other than amounts payable
to  any  Lender or any amounts payable pursuant to Section  3.05,
4.02,  4.03,  4.04,  4.05  or 4.06)  for  the  account  of  their
respective Lending Offices.  Any payment which is received by the
Agent later than 1:00 p.m. (New York City time), as confirmed  by
Federal  Reserve  wire  number, shall  be  deemed  to  have  been
received on the immediately succeeding Business Day.

(b)  Whenever any payment of a Committed Loan (and, unless
otherwise stated in the relevant Competitive Bid Request, a Bid
Loan) shall be stated to be due on a day other than a Business
Day, such payment shall be made on the next succeeding Business
Day, and such extension of time shall in such case be included in
the computation of payment of interest or fees, as the case may
be; provided, however, that if such extension would cause payment
<PAGE> sf712790                              32


of principal of or interest on Eurodollar Loans to be made in the
next   calendar  month,  such  payment  shall  be  made  on   the
immediately preceding Business Day.

     (c)  Unless the Agent shall have received notice from the Company
prior  to  the  date on which any payment is due to  the  Lenders
hereunder  that the Company will not make such payment  in  full,
the  Agent  may assume that the Company has made such payment  in
full  to  the Agent on such date, and the Agent may, in  reliance
upon  such assumption, cause to be distributed to each Lender  on
such due date an amount equal to the amount then due such Lender.
If  and  to  the extent the Company shall not have so  made  such
payment  in  full to the Agent, each Lender shall  repay  to  the
Agent forthwith on demand the excess of the amount distributed to
such Lender over the amount, if any, paid by the Company for  the
account  of  such Lender, together with interest thereon  at  the
Federal  Funds  Rate, for each day from the date such  amount  is
distributed to such Lender until the date such Lender repays such
amount to the Agent; provided, however, that if any Lender  shall
fail to repay such amount within three Business Days after demand
therefor,  such Lender shall, from and after such third  Business
Day until payment is made to the Agent, pay interest thereon at a
rate  per  annum equal to the sum of the Adjusted Reference  Rate
plus 1%.

     4.04 Payments by the Lenders.

     (a)  Not later than 12:00 noon (New York City time) on the date
of  each  proposed  Committed Borrowing, each Lender  shall  make
available to the Agent to such account as the Agent shall specify
from  time to time in immediately available funds for the account
of the Company, the amount of such Lender's Commitment Percentage
of such Borrowing.

(b)  Unless the Agent shall have received notice from a Lender at
least one Business Day prior to the date of any proposed
Committed Borrowing that such Lender will not make available to
the Agent for the account of the Company, the amount of such
Lender's Commitment Percentage of such Borrowing, the Agent may
assume that such Lender has made such amount available to the
Agent on the date of such Borrowing, and the Agent may, in
reliance upon such assumption, make available to the Company on
such date a corresponding amount.  If and to the extent any
Lender shall not have made such full amount available to the
Agent, and the Agent in such circumstances makes available to the
Company such amount, such Lender shall, within two Business Days
following the date of such Borrowing, make such amount available
to the Agent, together with interest thereon for each day from
and including the date of such Borrowing, at a rate per annum
equal to the Federal Funds Rate.  If such amount is so made
available, such payment to the Agent shall constitute such
Lender's Committed Loan on the date of such Borrowing for all
purposes of this Agreement.  If such amount is not made available
to the Agent within two Business Days following the date of such
Borrowing, the Agent shall notify the Company of such failure to
fund, and, on the third Business Day following the date of such
Borrowing, the Company shall pay to the Agent such amount,
together with interest thereon for each day elapsed since the
date of such Borrowing, at a rate per annum equal to the interest
rate applicable at the time to the Loans comprising such
Borrowing.  Nothing contained in this Section 4.04(b) shall
relieve any Lender which has failed to make available its
Commitment Percentage of any Committed Borrowing hereunder from
its obligation to do so in accordance with the terms hereof.
<PAGE> sf712790                              33

     (c)  The failure of any Lender to make any Committed Loan on the
date  of  any  Committed Borrowing shall not  relieve  any  other
Lender  of  its obligation, if any, hereunder to make a Committed
Loan  on  the  date of such Borrowing pursuant to the  provisions
contained  herein,  but no Lender shall be  responsible  for  the
failure  of any other Lender to make the Loan to be made by  such
other Lender on the date of any Committed Borrowing.

(d)  If the Company accepts one or more of the offers made by any
Lender or Lenders pursuant to Section 2.04(c)(ii), each such
Lender which is to make a Bid Loan as part of any Bid Borrowing
shall before 12:00 noon (New York City time) on the date of such
proposed Bid Borrowing (or before 2:00 p.m. (New York City
time) on the date of such Bid Borrowing in the case of a Fixed
Rate Bid Loan) make available to the Company at such Lender's
Lending Office such Lender's portion of such Bid Borrowing in
immediately available funds.  The Company will promptly notify
the Agent of the total amount of Bid Loans made in connection
with such Bid Borrowing, each date on which all or any part of
such Bid Loans shall mature and the principal amount which shall
mature on each such date, and the Agent will, in turn, promptly
notify each Lender of the amount of such Bid Borrowing and the
relevant maturity date or dates of the Bid Loans comprised in
such Bid Borrowing.
     4.05 Taxes.

     (a)  Subject to Section 4.05(g), any and all payments by the
Company to the Agent for its account and for the account  of  any
Lender under this Agreement (other than on account of a Bid Loan,
except  to the extent otherwise specified as being applicable  to
any  such Bid Loan) shall be made free and clear of, and  without
deduction  or  withholding for, any and  all  present  or  future
taxes, levies, imposts, deductions, charges or withholdings,  and
all  liabilities with respect thereto incurred in connection with
any  Borrowing  pursuant to this Agreement,  excluding  (i)  such
taxes (including income taxes or franchise taxes or branch profit
taxes)  as  are  imposed on or measured by such Lender's  or  the
Agent's,  as the case may be, net income and (ii) such  taxes  as
are  imposed  by a jurisdiction other than the United  States  of
America  or any political subdivision thereof and that would  not
have  been imposed but for the existence of a connection  between
such Lender or the Agent and the jurisdiction imposing such taxes
(other  than a connection arising principally by reason  of  this
Agreement)   (all  such  non-excluded  taxes,  levies,   imposts,
deductions,   charges,   withholdings   and   liabilities   being
hereinafter referred to as "Taxes").

(b)  In addition, the Company agrees to pay any present or future
stamp or documentary taxes or any other sales, excise or property
taxes, charges or similar levies which arise from any payment
made hereunder or from the execution, delivery or registration
of, or otherwise with respect to, this Agreement (other than on
account of a Bid Loan, except to the extent otherwise specified
as being applicable to any such Bid Loan) or any other Loan
Document (hereinafter referred to as "Other Taxes").
(c)  Subject to Section 4.05(g), the Company agrees to indemnify
and hold harmless each Lender and the Agent for the full amount
of Taxes or Other Taxes (including any Taxes or Other Taxes
imposed by any jurisdiction on amounts payable under this
Section 4.05) paid by such Lender or the Agent, as the case may
be, and any liability (including penalties, interest, additions
to tax and expenses) arising therefrom or with respect thereto,
<PAGE> sf712790                              34


whether  or  not  such  Taxes or Other Taxes  were  correctly  or
legally  asserted; provided, however, that each  Lender  and  the
Agent  agree  to  contest in good faith in cooperation  with  the
Company  any Taxes or Other Taxes that such Lender or the  Agent,
as  the  case  may  be,  in consultation  with  the  Company  has
determined  have been incorrectly asserted.  This indemnification
shall  be  made within 30 days from the date such Lender  or  the
Agent, as the case may be, makes written demand therefor.

     (d)   If  the Company shall be required by law to deduct  or
withhold any Taxes or Other Taxes from or in respect of  any  sum
payable  hereunder to any Lender or the Agent, then,  subject  to
Section 4.05(g),

                (i)  the sum payable shall be increased as may be
     necessary so that after making all required deductions (including
     deductions applicable to additional sums payable under  this
     Section 4.05), such Lender or the Agent, as the case may be,
     receives an amount equal to the sum it would have received had no
     such deductions been made;

               (ii) the Company shall make such deductions; and

                (iii)      the Company shall pay the full  amount
     deducted  to  the  relevant  taxation  authority  or   other
     authority in accordance with applicable law.

     (e)  Within 30 days after the date of any payment by the Company
of Taxes or Other Taxes under this Section 4.05, the Company will
furnish to the Agent, for the account of each Lender receiving  a
payment  from  which  Taxes  or Other Taxes  were  deducted,  the
original  or  a  certified copy of a receipt  evidencing  payment
thereof, or other evidence of payment reasonably satisfactory  to
the Agent.

(f)  Each Lender that is other than a United States Person as
defined in the Code hereby agrees that:
               (i)  it shall, no later than the Closing Date (or, in the
     case  of  a Lender which becomes a party hereto pursuant  to
     Section 12.08 after the Closing Date, the date upon which such
     Lender  becomes  a party hereto) deliver to the  Agent  (two
     (2) originals) and to the Company (one (1) original):

               (A)   if  its  Lending Office is  located  in  the
          United  States of America, accurate and complete signed
          originals of Internal Revenue Service Form 4224 or  any
          successor  thereto ("Form 4224") and  Internal  Revenue
          Service Form W-9 or any successor thereto ("Form W-9"),
          and/or

               (B)   if its Lending Office is located outside the
          United  States of America, accurate and complete signed
          originals of Internal Revenue Service Form 1001 or  any
          successor  thereto ("Form 1001") and  Internal  Revenue
          Service Form W-8 or any successor thereto ("Form W-8");

     in  each case indicating that such Lender is on the date  of
     delivery  thereof entitled to receive payments of principal,
     interest and fees for the account of such Lending Office  or
     Offices under this Agreement free from withholding of United
     States Federal income tax;

<PAGE> sf712790                              35


               (ii) if at any time such Lender changes its Lending
     Office  or Offices or selects an additional Lending  Office,
     it shall, at the same time or reasonably promptly thereafter
     but only to the extent the forms previously delivered by  it
     hereunder are no longer effective, deliver to the Agent (two
     originals)  and to the Company (one original) in replacement
     for the forms previously delivered by it hereunder:

               (A)   if such changed or additional Lending Office
          is  located  in the United States of America,  accurate
          and  complete  signed originals of Form 4224  and  Form
          W-9; or

               (B)    otherwise,  accurate  and  complete  signed
          originals of Form 1001 and Form W-8,

     in  each case indicating that such Lender is on the date  of
     delivery  thereof entitled to receive payments of principal,
     interest  and  fees  for  the account  of  such  changed  or
     additional  Lending  Office under this Agreement  free  from
     withholding of United States Federal income tax;

                (iii)     it shall, before or promptly after  the
     occurrence of any event (including the passing of time  and,
     as   provided   above,   any  event  mentioned   in   clause
     (ii)) requiring a change in the most recent Form 4224,  Form
     W-9,  Form  1001  or Form W-8 previously delivered  by  such
     Lender and if no change in law shall have occurred since the
     date  of  delivery of such most recent form that would  make
     the   delivery  of  replacement  forms  hereunder  unlawful,
     deliver to the Agent (two originals) and to the Company (one
     original)  accurate and complete signed  originals  of  Form
     4224  and  Form  W-9  or  Form 1001 and  Form  W-8  (or  any
     successor  forms)  in replacement for the  forms  previously
     delivered by such Lender; and

                (iv)  it shall, promptly upon the request of  the
     Company to that effect, deliver to the Agent and the Company
     such   other   accurate  and  complete  forms   or   similar
     documentation as may be required from time to  time  by  any
     applicable  law,  treaty, rule or  regulation  in  order  to
     establish such Lender's tax status for withholding  purposes
     or may otherwise be appropriate to eliminate or minimize any
     Taxes on payments under this Agreement.

     (g)   The  Company shall not be required to pay any  amounts
pursuant to Section 4.05(a), 4.05(b), 4.05(d), or 4.05(i) to  any
Lender  for the account of any Lending Office of such  Lender  in
respect of any sum payable hereunder:

               (i)  if the obligation to pay such additional amounts
     would not have arisen but for a failure by such Lender to comply
     with its obligations under Section 4.05(f) in respect of such
     Lending Office;

                (ii)  if such Lender shall have delivered to  the
     Agent  a Form 4224 and a Form W-9 in respect of such Lending
     Office pursuant to Section 4.05(f)(i)(A), 4.05(f)(ii)(A)  or
     4.05(f)(iii)  and  such  Lender shall  not  be  entitled  to
     exemption  from  deduction or withholding of  United  States
     Federal income tax in respect of the payment of such sum  by
     the Company hereunder for the account of such Lending Office

<PAGE> sf712790                              36


     for  any reason other than a change in United States law  or
     regulations or in the official interpretation of such law or
     regulations by any Governmental Authority charged  with  the
     interpretation  or administration thereof  (whether  or  not
     having the force of law) after the date of delivery of  such
     Form  4224  and  Form  W-9;  provided,  however,  that   if,
     notwithstanding  such  change in  law,  a  Lender  would  be
     legally  able to provide such other forms or information  as
     would  reduce  or eliminate United States withholding  taxes
     applicable to payments made hereunder, such Lender shall, if
     requested by the Company, timely provide such forms or other
     information  to the Company, and the Company  shall  not  be
     required  to  pay  any amounts pursuant to Section  4.05(a),
     4.05(c) or 4.05(d) to the extent such amount would not  have
     been  owed  but for a failure of such Lender to comply  with
     its obligations under this proviso; or

               (iii)     if such Lender shall have delivered to the
     Company  a  Form  1001 and a Form W-8  in  respect  of  such
     Lending    Office   pursuant   to   Section   4.05(f)(i)(B),
     4.05(f)(ii)(B) or 4.05(f)(iii) and such Lender shall not  be
     entitled  to  exemption  from deduction  or  withholding  of
     United  States Federal income tax in respect of the  payment
     of such sum by the Company hereunder for the account of such
     Lending Office for any reason other than a change in  United
     States  law or regulations or any applicable tax  treaty  or
     regulations  or in the official interpretation of  any  such
     law,  treaty  or  regulations by any Governmental  Authority
     charged  with  the interpretation or administration  thereof
     (whether or not having the force of law) after the  date  of
     delivery  of such Form 1001 and Form W-8; provided, however,
     that  if, notwithstanding such change in law, a Lender would
     be  legally  able to provide such other forms or information
     as would reduce or eliminate United States withholding taxes
     applicable to payments made hereunder, such Lender shall, if
     requested by the Company, timely provide such forms or other
     information  to the Company, and the Company  shall  not  be
     required  to  pay  any amounts pursuant to Section  4.05(a),
     4.05(c) or 4.05(d) to the extent such amount would not  have
     been  owed  but for a failure of such Lender to comply  with
     its obligations under this proviso.

     (h)   Each  Lender shall use reasonable efforts to avoid  or
minimize any amounts which might otherwise be payable pursuant to
this Section 4.05; provided, however, that such efforts shall not
include  the taking of any actions by a Lender that would  result
in  any  tax, cost or other expense to such Lender (other than  a
tax,  cost  or  expense  for which such Lender  shall  have  been
reimbursed  or  indemnified  by  the  Company  pursuant  to  this
Agreement  or  otherwise)  or  any  action  which  would  in  the
reasonable opinion of such Lender have an adverse effect upon its
financial condition, operations, business or properties.

           (i)   Each  Lender agrees to indemnify the  Agent  and
hold  the  Agent  harmless for the full amount  of  any  and  all
present  or  future  Taxes, Other Taxes and  related  liabilities
(including  penalties, interest, additions to tax  and  expenses,
and  any  Taxes  or  Other Taxes imposed by any  jurisdiction  on
amounts  payable to Agent under this Section 4.05(i))  which  are
imposed on or with respect to principal, interest or fees payable
to  such  Lender hereunder and which are not paid by the  Company
pursuant  to this Section 4.05, whether or not such Taxes,  Other
Taxes  or related liabilities were correctly or legally asserted.
This  indemnification shall be made within 30 days from the  date
the Agent makes written demand therefor.

<PAGE> sf712790                              37

     4.06 Sharing of Payments, Etc.

     If,  other  than  as provided in Section 3.05,  4.02,  4.03,
4.04,  4.05 or 4.06, any Lender shall obtain any payment (whether
voluntary,  involuntary, through the exercise  of  any  right  of
set-off or otherwise) on account of any Committed Loan made by it
or,  after the occurrence and during the continuation of an Event
of  Default  pursuant  to Section 10.01(a),  in  respect  of  any
Obligation owing to it (including with respect to any Bid  Loan),
in  excess of its Commitment Percentage of payments on account of
the  Committed  Loans  or, after the occurrence  and  during  the
continuation of an Event of Default pursuant to Section 10.01(a),
in  excess of its pro rata share of all Obligations, such  Lender
shall   forthwith   purchase  from   the   other   Lenders   such
participations in the Committed Loans made by them or, after  the
occurrence  and  during the continuation of an Event  of  Default
pursuant  to Section 10.01(a), in all Obligations owing to  them,
as  shall  be necessary to cause such purchasing Lender to  share
the  excess  payment  ratably with  each  of  the  other  Lenders
according   to  their  Commitment  Percentages  or,   after   the
occurrence  and  during the continuation of an Event  of  Default
pursuant  to  Section  10.01(a), their pro  rata  shares  of  all
Obligations then owing to them; provided, however, that if all or
any  portion of such excess payment is thereafter recovered  from
such  purchasing Lender, such purchase by such Lender  from  each
other Lender shall be rescinded and each other Lender shall repay
to the purchasing Lender the purchase price to the extent of such
recovery  together with an amount equal to such  paying  Lender's
pro rata share (according to the proportion of (a) the amount  of
such  paying Lender's required repayment to the purchasing Lender
to  (b)  the  total  amount  so  recovered  from  the  purchasing
Lender)  of any interest or other amount paid or payable  by  the
purchasing  Lender in respect of the total amount  so  recovered.
The  Company agrees that any Lender so purchasing a participation
from   another  Lender  pursuant  to  the  provisions   of   this
Section  4.06  may,  to  the  fullest extent  permitted  by  law,
exercise  all  its  rights  of payment (including  the  right  of
set-off) with respect to such participation as fully as  if  such
Lender  were the direct creditor of the Company in the amount  of
such   participation.    If  under  any  applicable   bankruptcy,
insolvency  or other similar law, any Lender receives  a  secured
claim  in  lieu  of a setoff to which this Section 4.06  applies,
such Lender shall, to the extent practicable, exercise its rights
in  respect of such secured claim in a manner consistent with the
rights  of the Lenders entitled under this Section 4.06 to  share
in the benefits of any recovery on such secured claim.

                            ARTICLE 5
                 CHANGES IN CIRCUMSTANCES; ETC.

     5.01 Eurodollar Rate Protection.

     If with respect to any Interest Period for Eurodollar Loans,
either  (a) the Agent or the Required Lenders determine that  for
any  reason  adequate  and reasonable  means  do  not  exist  for
ascertaining LIBOR for such Interest Period; or (b) by the  first
day  of  such  Interest Period, the Required Lenders  notify  the
Agent  that  LIBOR for such Interest Period will  not  adequately
reflect  the  cost  to  the  Required  Lenders  of  making   such
Eurodollar  Loans  or  funding  or maintaining  their  respective
Eurodollar  Loans  for  such Interest  Period,  the  Agent  shall
forthwith  so  notify the Company and the Lenders, whereupon  the
obligations  of  the  Lenders  to  make  or  continue  Loans   as
Eurodollar  Loans  or  to  convert  Reference  Rate  Loans   into
Eurodollar Loans shall be suspended until the Agent shall  notify
the  Company and the Lenders that the circumstances causing  such
suspension  no  longer exist and any then outstanding  Eurodollar
Loans  shall at the end of the then current Interest  Period  for
such Loans be converted into Reference Rate Loans.

<PAGE> sf712790                              38


     5.02 Additional Interest on Eurodollar Loans.

     The  Company  shall pay to each Lender, on  demand  of  such
Lender,   as  long  as  such  Lender  shall  be  required   under
regulations  of  the Federal Reserve Board to  maintain  reserves
with  respect to liabilities or assets consisting of or including
Eurocurrency  Liabilities,  additional  interest  on  the  unpaid
principal amount of each Eurodollar Loan of such Lender from  the
date such Eurodollar Loan is made until such principal amount  is
paid  in  full,  at a rate per annum equal at all  times  to  the
remainder  obtained  by subtracting (a) LIBOR  for  the  Interest
Period  for  such Eurodollar Loan from (b) the rate  obtained  by
dividing  such  LIBOR by a percentage equal  to  100%  minus  the
Eurodollar  Reserve Percentage of such Lender for  such  Interest
Period, payable on each Interest Payment Date for such Eurodollar
Loan.

     5.03 Increased Costs.

     If,  due  to  either (a) the introduction of or  any  change
(other  than  any change by way of imposition of or  increase  in
reserve  requirements  covered by Section  5.02)  in  or  in  the
interpretation  of any law or regulation after  the  date  hereof
(except to the extent such introduction, change or interpretation
affects  Taxes  or  Other Taxes) or (b) the compliance  with  any
guideline or request issued after the date hereof (except to  the
extent   such  guideline  or  request  affects  Taxes  or   Other
Taxes)  from  any  central bank or other  Governmental  Authority
(whether  or  not having the force of law), there  shall  be  any
increase in the cost to any Lender of agreeing to make or making,
funding  or maintaining any Eurodollar Loans or participating  in
Letters  of  Credit  or,  in the case of the  Issuing  Bank,  any
increase  in the cost to the Issuing Bank of agreeing  to  issue,
issuing  or  maintaining any Letter of Credit or of  agreeing  to
make  or making, funding or maintaining any unpaid drawing  under
any  Letter  of  Credit,  then  the  Company  shall,  subject  to
Section 5.08(b), be liable for, and shall from time to time, upon
demand  therefor by such Lender to the Company through the Agent,
pay  to  the  Agent  for the account of such  Lender,  additional
amounts  as  are  sufficient to compensate such Lender  for  such
increased  costs.  For purposes of this Section  5.03,  the  term
"Taxes"     shall     have    the    meaning     specified     in
Section  4.05(a) without regard to the exclusions  set  forth  in
Section 4.05(a).

     5.04 Illegality.

     Notwithstanding  any other provision of this  Agreement,  if
the   introduction  of  any  Requirement  of  Law,  or   in   the
interpretation or administration of any Requirement of Law shall,
after  the date hereof, make it unlawful, or any central bank  or
other  Governmental Authority shall assert that it  is  unlawful,
for  any  Lender  or  its applicable Lending Office  to  make  or
continue  Committed  Loans  as Eurodollar  Loans  or  to  convert
Reference  Rate  Loans  into Eurodollar Loans,  then,  on  notice
thereof and demand therefor by such Lender to the Company through
the  Agent,  (a)  the obligation of such Lender  to  make  or  to
continue  Committed  Loans  as Eurodollar  Loans  or  to  convert
Reference  Rate Loans into Eurodollar Loans shall  terminate  and
(b)  the  Company shall forthwith prepay in full  all  Eurodollar
Loans  of  such  Lender then outstanding, together with  interest
accrued  thereon,  either on the last day  of  the  then  current
Interest Period applicable to each such Eurodollar Loan  if  such
Lender may lawfully continue to maintain such Eurodollar Loan  to
such day, or immediately if such Lender may not lawfully continue
to maintain such Eurodollar Loan to such day, unless the Company,
on  or  prior to the date on which it would otherwise be required
to  prepay such Eurodollar Loan, converts all Eurodollar Loans of
all Lenders then outstanding into Reference Rate Loans.

     5.05 Capital Adequacy.

     In  the  event  that  any Lender shall  determine  that  the
compliance  with  any law, rule or regulation  regarding  capital
adequacy,  or  any  change therein or in  the  interpretation  or
application thereof or compliance by such Lender (or its Lending

<PAGE> sf712790                              39


Office)  or  any  corporation controlling such  Lender  with  any
request or directive regarding capital adequacy (whether  or  not
having  the  force  of  law)  from  any  central  bank  or  other
Governmental  Authority, affects or would affect  the  amount  of
capital  required or expected to be maintained by such Lender  or
any  corporation controlling such Lender and such Lender  (taking
into  consideration such Lender's or such corporation's  policies
with  respect  to  capital adequacy and  such  Lender's  or  such
corporation's  desired  return on capital)  determines  that  the
amount  of  such  capital is increased as a consequence  of  such
Lender's obligation under this Agreement, then the Company shall,
subject to Section 5.08(b), be liable for and shall from time  to
time, upon demand therefor by such Lender through the Agent,  pay
to  the  Agent  for  the account of such Lender  such  additional
amounts  as  are  sufficient to compensate such Lender  for  such
increase.

     5.06 Funding Losses.

     (a)  If the Company makes any payment or prepayment of principal
with  respect  to  any Eurodollar Loan (including  payments  made
after  any  acceleration thereof) or converts  any  Loan  from  a
Eurodollar  Loan to a Reference Rate Loan on any day  other  than
the  last  day  of  an  Interest Period applicable  thereto,  the
Company  shall pay to each Lender, upon demand therefor  by  such
Lender, the amount (if any) by which (i) the present value of the
additional  interest which would have been payable on the  amount
so  received had it not been received until the last day of  such
Interest  Period exceeds (ii) the present value of  the  interest
which would have been recoverable by such Lender by placing  such
amount so received on deposit in the London interbank market  for
a  period  starting on the date on which it was so  received  and
ending on the last day of such Interest Period.  For purposes  of
determining  present value under this Section  5.06(a),  interest
amounts  shall  be  discounted at a rate  equal  to  the  sum  of
(A)  LIBOR determined two Business Days before the date on  which
such  principal  amount is received for an  amount  substantially
equal  to the amount received and for a period commencing on  the
date  of  such receipt and ending on the last day of the relevant
Interest  Period, plus (B) the percentage above LIBOR payable  in
respect of such Eurodollar Loan pursuant to Section 2.09(a)(ii).

(b)  If the Company fails to prepay, borrow, convert or continue
any Eurodollar Loan after a notice of prepayment, borrowing,
conversion or continuation has been given (or is deemed to have
been given) to any Lender, the Company shall reimburse each
Lender, upon demand therefor by such Lender, for any resulting
loss and expense incurred by it, including any loss incurred by
reason of the liquidation or reemployment of deposits or other
funds acquired by such Lender from third parties to fund any
Eurodollar Loan.
(c)  If for any reason any Lender receives all or part of the
principal amount of a Bid Loan owed to it prior to the scheduled
maturity date thereof, the Company shall, on demand by such
Lender, pay such Lender the amount (if any) by which (i) the
present value of the additional interest which would have been
payable on the amount so received had it not been received until
such maturity date exceeds (ii) the present value of the interest
which would have been recoverable by such Lender by placing such
amount so received on deposit in the London interbank market for
a period starting on the date on which it was so received and
ending on such maturity date.  For purposes of determining
present value under this Section 5.06(c), interest amounts shall
be discounted at a rate equal to the sum of (A) LIBOR determined
two Business Days before the date on which such principal amount
is received for an amount substantially equal to the amount
<PAGE> sf712790                              40


received and for a period commencing on the date of such  receipt
and  ending on such maturity date, plus (B) the percentage  above
LIBOR payable in respect of Eurodollar Loans constituting Tranche
A Loans pursuant to Section 2.09(a)(ii).

     5.07 Funding; Certificates of Lenders.

     (a)  Each Lender may fulfill its obligation to make, continue or
convert Loans into Eurodollar Loans by causing one of its foreign
branches  or  Affiliates  (or an international  banking  facility
created  by  such  Lender)  to make or maintain  such  Eurodollar
Loans;  provided, however, that such Eurodollar  Loans  shall  in
such  event  be deemed to have been made and to be held  by  such
Lender and the obligation of the Company to repay such Eurodollar
Loans  shall  be to such Lender for the account of  such  foreign
branch, Affiliate or international banking facility. In addition,
the  Company hereby consents and agrees that, for purposes of any
determination  to be made pursuant to Section 5.01,  5.02,  5.03,
5.04  or 5.06, it shall be conclusively assumed that each  Lender
elected  to  fund  all  Eurodollar  Loans  by  purchasing  dollar
deposits  in  the interbank eurodollar market for its  Eurodollar
Lending Office.

(b)  Any Lender claiming reimbursement or compensation pursuant
to Sections 4.05, 5.02, 5.03, 5.05 and/or 5.06 shall deliver to
the Company through the Agent a certificate setting forth in
reasonable detail the basis for computing the amount payable to
such Lender hereunder and such certificate shall be conclusive
and binding on the Company in the absence of manifest error.  The
Company shall pay to any Lender claiming compensation or
reimbursement from the Company pursuant to Sections 5.02, 5.03,
5.05 or 5.06 the amount requested by such Lender no later than
five Business Days after such demand.

     5.08 Change of Lending Office; Limitation on Increased Costs.

     (a)  Each Lender agrees that upon the occurrence of any event
giving  rise  to  the  operation of Section  4.05(c)  or  (d)  or
Sections 5.02, 5.03, 5.04 or 5.05 with respect to such Lender, it
will  use  commercially reasonable efforts (consistent  with  its
internal  policy  and  legal  and  regulatory  restrictions)   to
minimize  the  imposition of any costs and expenses  pursuant  to
such Sections and to designate a different Lending Office for any
Loans  affected  by such event with the object  of  avoiding  the
consequence  of  the event giving rise to the operation  of  such
Section.   Nothing in this Section 5.08 shall affect or  postpone
any  of the obligations of the Company or the right of any Lender
provided  in Section 4.05(c) or (d) or Sections 5.02, 5.03,  5.04
or 5.05.

(b)  Notwithstanding the provisions of Sections 4.05(c), 4.05(d),
5.02, 5.03 and 5.05, the Company shall only be obligated to
compensate any Lender for any amount arising or occurring during
(i) any time or period commencing (A) in the case of
Section 4.05(c) or (d), not more than six months and (B) in the
case of Sections 5.02, 5.03 or 5.05, not more than three months,
prior to the date on which such Lender notifies the Agent and the
Company that such Lender proposes to demand such compensation and
(ii) any time or period during which, because of the unannounced
retroactive application of any statute, regulation or other
basis, such Lender could not have known that such amount might
arise or accrue.
<PAGE> sf712790                              41

     5.09 Replacement of Lenders.

     The  Company may from time to time for reasonable cause,  as
determined by the management of the Company, including invocation
of  any provision of this Article 5 by any Lender, designate  one
or more banks (any such bank so designated being herein called  a
"Replacement  Lender") willing, in its or their sole  discretion,
to purchase all of the Committed Loans of any one or more Lenders
and  each  such  Lender's rights hereunder (other than  any  such
rights  with  respect  to  Bid Loans),  without  recourse  to  or
warranty  by,  or  expense to, such Lender for a  purchase  price
equal  to the outstanding principal amount of the Committed Loans
payable  to  such Lender plus any accrued but unpaid interest  on
such Committed Loans and accrued but unpaid Utilization Fees  and
facility fees in respect of such Lender's Commitment, if any, and
any other amounts payable to such Lender under this Agreement  or
any  other Loan Document (other than with respect to Bid  Loans),
including  any amount payable pursuant to Section 5.06 as  though
such Lender's Eurodollar Loans were being prepaid on the date  of
such  purchase, and to assume all the obligations of such  Lender
hereunder (other than with respect to Bid Loans), and, upon  such
purchase, such Lender shall no longer be a party hereto  or  have
any  rights hereunder (except those that pertain to its Bid Loans
and  those  that  survive full payment hereunder)  and  shall  be
relieved from all obligations to the Company hereunder,  and  the
Replacement Lender shall succeed to the rights and obligations of
such Lender hereunder (other than with respect to Bid Loans).

                            ARTICLE 6
                 REPRESENTATIONS AND WARRANTIES

     In  order to induce the Lenders and the Agent to enter  into
this  Agreement  and  to  induce  the  Lenders  to  extend  their
Commitments  and  to  make  Loans,  the  Company  represents  and
warrants to the Lenders and the Agent as follows:

     6.01 Corporate Existence; Compliance with Law.

     The Company and each Restricted Subsidiary:

     (a)  is a corporation duly incorporated, validly existing and in
good  standing  under  the  laws  of  the  jurisdiction  of   its
incorporation;

(b)  is duly qualified as a foreign corporation and in good
standing under the laws of each jurisdiction in which the
character of the properties owned or held under lease by it or
the nature of the business transacted by it requires such
qualification except where the failure to be so qualified is not
likely to have a Material Adverse Effect;
(c)  has all requisite corporate power and authority to own,
pledge, mortgage, hold under lease and operate its properties and
to conduct its business as now or currently proposed to be
conducted; and
(d)  is in compliance with all Requirements of Law applicable to
it and its business except for such non-compliance which is not
likely to have a Material Adverse Effect.
<PAGE> sf712790                              42

     6.02 Corporate Power; Authorization.

     The  execution, delivery and performance by each Loan  Party
of the Loan Documents to which such Loan Party is a party:

     (a)  are within the respective corporate powers of such Loan
Party;

(b)  have been, or prior to such execution will have been, duly
authorized by all necessary corporate action, including the
consent of shareholders where required;
(c)  do not:
               (i)  contravene the articles or certificate of incorporation
     or by-laws of such Loan Party;

               (ii) violate any other Requirement of Law;

                (iii)      conflict with or result in the  breach
     of,   or   constitute  a  default  under,  any   Contractual
     Obligation  of  such Loan Party, except for such  conflicts,
     breaches or defaults which are not likely to have a Material
     Adverse  Effect and which do not subject any Lender  or  the
     Agent  to  any  criminal  liability or  any  material  civil
     liability; or

                (iv) result in the creation or imposition of  any
     Lien upon any of the property of any Loan Party; and

     (d)  do not require the consent of, authorization by, approval of
or  notice  to, or filing or registration with, any  Governmental
Authority  or any other Person other than (i) as of  the  Closing
Date, those which have been obtained, made or given and which are
fully disclosed on Schedule 6.02(d) and (ii) those which are  not
required to be obtained, made or given as of the Closing Date but
which will be obtained, made or given as and when required.

<PAGE> sf712790                              43

     6.03 Enforceable Obligations.

     This  Agreement and each other Loan Document  to  which  any
Loan  Party  is a party have been duly executed and delivered  by
such Loan Party.  This Agreement is, and each other Loan Document
when  delivered  hereunder  will be,  legal,  valid  and  binding
obligations  of  each  Loan Party, a party  thereto,  enforceable
against  each such Loan Party in accordance with their respective
terms  except  as such enforcement may be limited  by  applicable
bankruptcy,  insolvency, reorganization  or  other  similar  laws
relating to or limiting creditors' rights generally.

     6.04 Taxes.

     As  of  the  Closing Date, the Company and  each  Restricted
Subsidiary  have filed all federal, state, local and foreign  tax
returns which are required to have been filed in any jurisdiction
and  have  paid  all taxes shown to be due thereon  or  otherwise
assessed, to the extent the same have become due and payable  and
before  they  have become delinquent, except for  any  taxes  and
assessments  the amount, applicability or validity  of  which  is
currently   being   contested  in  good  faith   by   appropriate
proceedings and with respect to which the Company has  set  aside
on   its  books  reserves  (adequate  in  accordance  with,   and
segregated to the extent required by, GAAP) and the non-filing or
non-payment  of  which is not likely to have a  Material  Adverse
Effect.

     6.05 Financial Matters.

     (a)   The consolidated balance sheet of the Company and  its
Subsidiaries  as  of  the last day of the fiscal  year  ended  on
December  31,  1998, and the related consolidated  statements  of
income  and  cash  flows of the Company and its Subsidiaries  for
such  fiscal year, all with reports thereon by Arthur Andersen  &
Co.,  independent public accountants, copies of which  have  been
delivered to the Agent and each Lender prior to the execution  of
this   Agreement,  fairly  present  the  consolidated   financial
position  of the Company and its Subsidiaries as of the  date  of
said   balance  sheet  and  the  consolidated  results  of  their
operations  for the period covered by said statements  of  income
and  cash  flows, and have been prepared in accordance with  GAAP
consistently applied in all material respects by the Company  and
its  Subsidiaries throughout the period involved, except  as  set
forth  in  the notes thereto.  There are no material liabilities,
contingent  or  otherwise, of the Company or any  Subsidiary  not
reflected  in  the consolidated balance sheet as of December  31,
1998  or  in the notes thereto which are required to be disclosed
therein.

(b)  Since December 31, 1998, there has been no Material Adverse
Effect and no development which is likely to have a Material
Adverse Effect, except as reflected in the Company's periodic
reports filed with the Securities and Exchange Commission prior
to the Closing Date.
(c)  There is no material obligation, contingent liability or
liability for taxes, long-term leases or unusual forward or long-
term commitments which is not reflected in the December 31, 1998
consolidated financial statements of the Company and its
Subsidiaries or in the notes thereto which are required by GAAP
to be disclosed therein and no liability reflected in such notes
is likely to have a Material Adverse Effect.
     6.06 Litigation.  As of the Closing Date, there are no pending
or,  to  the  knowledge  of the Company, threatened,  actions  or
proceedings affecting the Company or any Restricted Subsidiary

<PAGE> sf712790                              44


before   any  court  or  other  Governmental  Authority  or   any
arbitrator that are likely to have a Material Adverse Effect.

     6.07 Subsidiaries.

     (a)  Set forth on Schedule 6.07 is a complete and correct list of
all  Restricted Subsidiaries and Unrestricted Subsidiaries of the
Company  as  of  the  Closing Date,  showing,  as  to  each  such
Subsidiary,  the  correct name thereof, the jurisdiction  of  its
incorporation and the percentage of shares of each class  of  its
securities  outstanding  owned by  the  Company  and  each  other
Subsidiary of the Company.

(b)  (i)  All of the outstanding shares of securities of each of
the Subsidiaries of the Company listed on Schedule 6.07 have been
validly issued, are fully paid and nonassessable and are owned by
the Company or another Subsidiary of the Company, free and clear
of any Lien, except as otherwise permitted hereunder, and (ii) no
Subsidiary of the Company owns any shares of securities of the
Company.
     6.08 Liens.  As of the Closing Date, there are no Liens of any
nature  whatsoever on any properties owned by the Company or  any
Restricted Subsidiary other than Permitted Liens.

6.09 No Burdensome Restrictions; No Defaults.
     (a)   As  of the Closing Date, neither the Company  nor  any
Restricted  Subsidiary  is a party to any Contractual  Obligation
the  performance  of which is likely to have a  Material  Adverse
Effect.

(b)  As of the Closing Date, no provision or provisions of any
applicable Requirement of Law has or is likely to have a Material
Adverse Effect.
(c)  Neither the Company nor any Restricted Subsidiary is in
default under or with respect to any Contractual Obligation which
default is likely to have a Material Adverse Effect.
(d)  No Default or Event of Default has occurred and is
continuing.
     6.10 Investment Company Act; Public Utility Holding Company Act.

       No Loan Party is an "investment company" or an "affiliated
person"  of,  or  "promoter" or "principal underwriter"  for,  an
"investment company", as such terms are defined in the Investment
Company  Act  of 1940, as amended, or a "holding company",  or  a
"subsidiary company" of a "holding company", or an "affiliate" of
a  "holding  company" or of a "subsidiary company" of a  "holding
company,"  within  the  meaning of  the  Public  Utility  Holding
Company Act of 1935, as amended.  The making of the Loans by  the
Lenders, the application of the proceeds and repayment thereof by
the Company and the consummation of the transactions contemplated
by  the  Loan Documents will not violate any provision applicable
to  any Loan Party of (a) the Investment Company Act of 1940,  as
amended,  or  (b)  any rule, regulation or order  issued  by  the
Securities and Exchange Commission thereunder.

     6.11 Margin Regulations.  No part of the proceeds of any Loan
will be used in violation of Regulation T, U, or X of the Federal
Reserve Board.  After giving effect to the

<PAGE> sf712790                              45


application of the proceeds of the Loans (including the Loans  to
be  made  on  the  Closing  Date) less than  twenty-five  percent
(25%)  of  the  assets  of the Company,  individually  and  on  a
consolidated  basis  with its Subsidiaries,  consists  of  margin
stock.  The Company is not engaged principally, or as one of  its
important activities, in the business of extending credit for the
purpose of purchasing or carrying margin stock.  Terms for  which
meanings  are  provided in Regulation U of  the  Federal  Reserve
Board  or any regulations substituted therefor, as from  time  to
time in effect, are used in this Section 6.11 with such meanings.

     6.12 Environmental Matters.

     Except as set forth on Schedule 6.12:

     (a)   all  facilities  and  property  (including  underlying
groundwater) presently owned or leased by the Company or  any  of
its  Subsidiaries have been, and continue to be, owned or  leased
by  the Company and its Subsidiaries in material compliance  with
all  Environmental Laws, except for such non-compliance as is not
likely to have a Material Adverse Effect;

(b)  there are no pending or threatened
               (i)  claims, complaints, notices or requests for information
     received by the Company or any of its Subsidiaries with respect
     to  any alleged violation of any Environmental Law which are
     likely to have a Material Adverse Effect, or

                (ii) claims, complaints, notices or inquiries  to
     the  Company or any of its Subsidiaries regarding  potential
     liability  under any Environmental Law which are  likely  to
     have a Material Adverse Effect;

     (c)  except for Releases of Hazardous Materials which occurred
after  the date that the Company or any of its Subsidiaries sold,
transferred,  assigned or otherwise disposed of its interests  in
any  previously  owned or leased property,  there  have  been  no
Releases of Hazardous Materials at, on or under any property  now
or  previously  owned  or leased by the Company  or  any  of  its
Subsidiaries that are likely to have a Material Adverse Effect;

(d)  the Company and its Subsidiaries have been issued and are in
material compliance with all permits, certificates, approvals,
licenses and other authorizations relating to environmental
matters and necessary or desirable for their businesses except
for such non-compliance as is not likely to have a Material
Adverse Effect;
(e)  (i)  no property presently owned or leased by the Company or
any of its Subsidiaries, and (ii) to the best of the knowledge of
the Company, no property previously owned or leased by the
Company or any of its Subsidiaries, is listed or proposed for
listing on the National Priorities List pursuant to CERCLA or on
any similar published state list of sites requiring investigation
or clean-up;
(f)  to the knowledge of the Company, there are no underground
storage tanks, active or abandoned, including petroleum storage
tanks, on or under any property now or previously owned or leased
by the Company or any of its Subsidiaries that are likely to have
a Material Adverse Effect;
<PAGE> sf712790                              46


     (g)  neither the Company nor any of its Subsidiaries has directly
transported  or directly arranged for the transportation  of  any
Hazardous  Material to any location which is listed  or  proposed
for  listing on the National Priorities List pursuant to  CERCLA,
on the CERCLIS or on any similar published state list or which is
the  subject  of federal, state or local enforcement  actions  or
other investigations which may lead to claims against the Company
or  such  Subsidiary  for any remedial work,  damage  to  natural
resources  or  personal injury, including  claims  under  CERCLA,
except  for  such claims which are not likely to have a  Material
Adverse Effect;

(h)  there are no polychlorinated biphenyls or friable asbestos
present at any property now or previously owned or leased by the
Company or any of its Subsidiaries that are likely to have a
Material Adverse Effect; and
(i)  to the knowledge of the Company, no conditions exist at, on
or under any property now or previously owned or leased by the
Company or any of its Subsidiaries which, with the passage of
time, or the giving of notice or both, are likely to have a
Material Adverse Effect.
<PAGE> sf712790                              47

     6.13 Labor Matters.

     Except  as set forth on Schedule 6.13, there are no  strikes
or  other  labor disputes or grievances or charges or  complaints
with respect to any employee or group of employees pending or, to
the  knowledge of the Company, threatened against the Company  or
any  Restricted  Subsidiary which are likely to have  a  Material
Adverse Effect.

     6.14 ERISA Plans.

     During  the  twelve-consecutive-month period  prior  to  the
Closing  Date, no steps have been taken to terminate any  Pension
Plan   (other   than  a  standard  termination  as   defined   in
Section  4041(b)  of  ERISA for which a commitment  to  make  the
terminating  Pension  Plan sufficient is not  required),  and  no
contribution  failure has occurred with respect  to  any  Pension
Plan  sufficient to give rise to a Lien under Section  302(f)  of
ERISA.    Other   than   liability  for   benefit   payments   or
contributions  in  the ordinary course, no  condition  exists  or
event  or transaction has occurred with respect to any Plan which
is  likely  to  result in the incurrence by the  Company  or  any
member of the Controlled Group of any material liability, fine or
penalty.   Each  Plan complies with the applicable provisions  of
ERISA  and  the  Code,  except where such non-compliance  is  not
likely to have a Material Adverse Effect. Except as disclosed  on
Schedule  6.14,  neither the Company nor any  Subsidiary  of  the
Company has any material contingent liability with respect to any
post-retirement  benefit  under  a  Welfare  Plan,   other   than
liability  for  continuation coverage  described  in  Part  6  of
Subtitle B of Title I of ERISA.

     6.15 Y2K Review.

     On the basis of a comprehensive review and assessment of the
Company's  and  its Subsidiaries' systems and equipment  and  due
inquiry  made  of  the  Company's and its Subsidiaries'  material
suppliers,  vendors  and  customers,  the  Company's  Responsible
Officers are of the view that the "Year 2000 problem" (i.e.,  the
inability  of computers, as well as embedded microchips  in  non-
computing  devices, to perform properly date-sensitive  functions
with  respect  to certain dates prior to and after  December  31,
1999),  including  costs of remediation, will  not  result  in  a
Material  Adverse Effect.  The Company and its Subsidiaries  have
developed   feasible  contingency  plans  adequately  to   ensure
uninterrupted and unimpaired business operation in the  event  of
failure of their own or a third party's systems or equipment  due
to  the  Year 2000 problem, including those of vendors, customers
and suppliers, as well as a general failure of or interruption in
its communications and delivery infrastructure.

     6.16 Swap Obligations.

     Neither the Company nor any of its Subsidiaries has incurred
any  outstanding obligations under any Swap Contracts, other than
Permitted Swap Obligations.  The Company has undertaken  its  own
independent  assessment of its consolidated  assets,  liabilities
and   commitments  and  has  considered  appropriate   means   of
mitigating  and managing risks associated with such  matters  and
has  not relied on any swap counterparty or any Affiliate of  any
swap  counterparty in determining whether to enter into any  Swap
Contract.

     6.17 Full Disclosure.

     None  of  the  representations or  warranties  made  by  the
Company or any Restricted Subsidiary in the Loan Documents as  of
the  date such representations and warranties are made or  deemed
made,  and  none  of  the statements contained  in  any  exhibit,
report, statement or certificate furnished by or on behalf of the
Company or any Restricted Subsidiary in connection with the  Loan
Documents   (including  the  offering  and  disclosure  materials
delivered by or on behalf of the Company to the Lenders prior  to
the  Closing Date), contains any untrue statement of  a  material
fact or omits any material fact required to be stated therein  or
otherwise necessary to make the statements made therein, in light
of the circumstances under which they are made, not misleading as
of the time when made or delivered.

<PAGE> sf712790                              48


                            ARTICLE 7
                      CONDITIONS PRECEDENT

     7.01 Conditions Precedent to the First Loan.

     The  obligation of each Lender to make its initial Loan  and
the obligation of the Issuing Bank to Issue its initial Letter of
Credit  is subject to the satisfaction of the condition precedent
that  the  Agent shall have received the following, each,  unless
otherwise specified below, dated as of the Closing Date, in  form
and substance satisfactory to the Agent and its counsel:

     (a)  Board Resolutions; Incumbency Certificates.  A certificate
of  the  Secretary or an Assistant Secretary of each  Loan  Party
certifying (i) the resolutions of the Board of Directors of  such
Loan  Party approving each Loan Document to which such Loan Party
is  a party and the transactions contemplated hereby and thereby,
(ii)  all documents evidencing other necessary corporate  action,
if any, by each Loan Party with respect to each Loan Document and
(iii) the names and signatures of the officers authorized to  act
with  respect  to each Loan Document executed by it,  upon  which
certificate the Agent and each Lender may conclusively rely until
they  shall have received a further certificate of the  Secretary
or  Assistant Secretary of such Loan Party canceling or  amending
such prior certificate;

(b)  Articles of Incorporation; By-Laws and Good Standing.  Each
of the following documents:
               (i)  the articles or certificate of incorporation of each
     Loan Party as in effect on the Closing Date, certified (A) by the
     Secretary of State of the state of incorporation of such Loan
     Party as of a date reasonably close to the Closing Date, and
     (B) by the Secretary or an Assistant Secretary of such Loan Party
     as of the Closing Date, and the by-laws of each Loan Party, as in
     effect on the Closing Date, certified by the Secretary or an
     Assistant Secretary of such Loan Party as of the Closing Date;
     and

                (ii)  a  good standing certificate for each  Loan
     Party   from  the  Secretary  of  State  of  the  state   of
     incorporation  of  such Loan Party as of a  date  reasonably
     close to the Closing Date;

     (c)  Subsidiary Guaranty.  A guaranty, duly executed by each
Principal  Subsidiary,  in  substantially  the  form  of  Exhibit
7.01(c) (the "Subsidiary Guaranty");

(d)  Legal Opinion.  A favorable opinion addressed to the Agent
and all Lenders from counsel to the Company and its Subsidiaries,
in substantially the form of Exhibit 7.01(d) (which opinion the
Company and its Subsidiaries hereby expressly instruct such
counsel to prepare and deliver);
     (e)   Contribution Agreement.  A duly executed copy  of  the
Contribution  Agreement, in substantially  the  form  of  Exhibit
7.01(e) (the "Contribution Agreement"); and

     (f)   Termination  of  the 1996 Credit Agreement.   Evidence
satisfactory to the Agent that the 1996 Credit Agreement and  the
commitments of the lenders thereunder shall have been  terminated
and  all  committed loans owing to the lenders  thereunder  shall
have  been  paid in full; provided, however, that the obligations
of the Company with respect to the 1996 Facility Bid Loans

<PAGE> sf712790                              49

outstanding on the Closing Date shall survive the termination  of
the  1996 Credit Agreement and such 1996 Facility Bid Loans shall
be repaid when due in accordance with their respective terms.

     7.02 Additional Conditions Precedent to the First Loan.

     The  obligation of each Lender to make its initial Loan  and
the obligation of the Issuing Bank to Issue its initial Letter of
Credit is subject to the further conditions precedent that:

     (a)  No Material Adverse Effect.  Since December 31, 1998, there
shall  have  been no Material Adverse Effect and  no  development
which  is  likely  to have a Material Adverse Effect,  except  as
reflected  in  the  Company's periodic  reports  filed  with  the
Securities and Exchange Commission prior to the Closing Date.

(b)  Margin Regulations.  All Loans made by the Lenders shall be
in full compliance with all applicable Requirements of Law,
including Regulations T, U and X of the Federal Reserve Board.
(c)  Fees Costs and Expenses.   The Company shall have paid all
fees referred to in Section 4.01 to the extent then due and
payable and all reasonable costs and expenses referred to in
Section 12.04 (including legal fees and expenses) and any
indemnity pursuant to Section 12.05 which, in each case, may be
then due and payable.
(d)  Company Officer's Certificate.  The Company shall have
delivered to the Agent a certificate from a Responsible Officer
of the Company in substantially the form of Exhibit 7.02(d) as to
the satisfaction of the conditions set forth in this Section 7.02
and to the effect that on the Closing Date, the representations
and warranties contained in Article 6 are correct.
(e)  North American Timber Agreement.  All conditions precedent
described in Sections 7.01 and 7.02 of the North American Timber
Agreement shall have been satisfied.
     7.03 Conditions Precedent to Each Committed Loan and Letter of
Credit.

     The  obligation  of each Lender to make any  Committed  Loan
(including its initial Committed Loan) and the obligation of  the
Issuing Bank to Issue any Letter of Credit (including the initial
Letter  of  Credit)  shall be subject to the  further  conditions
precedent that:

     (a)  Notice of Borrowing.  The Agent shall have received a Notice
of  Borrowing as required by Section 2.02 or in the case  of  any
Issuance of any Letter of Credit, the Issuing Bank and the  Agent
shall   have  received  an  L/C  Application  or  L/C   Amendment
Application, as required under Section 3.02.

     (b)  Accuracy of Representations; No Default; Etc.  The following
statements  shall be true on the date of each Committed  Loan  or
Issuance Date, as the case may be, before and after giving effect
thereto:

               (i)  The representations and warranties contained in
     Article 6 are correct on and (except for representations and
     warranties relating solely to a particular point in time and,
     after  the  initial Committed Borrowing,  other  than  under
     Section 6.05(b)) as of such date as though made on and as of such
     date; and

<PAGE> sf712790                              50

               (ii) No Default or Event of Default has occurred and is
     continuing or would result from such Committed Loan being made or
     Letter of Credit being Issued on such date.

     (c)  Other Assurances.  The Agent shall have received such other
approvals, opinions or documents as any Lender through the  Agent
may  reasonably request related to the transactions  contemplated
hereby.

     7.04 Conditions Precedent to Each Bid Borrowing.

     The obligation of each Lender which is to make a Bid Loan in
connection  with  a  Bid  Borrowing (including  the  initial  Bid
Borrowing) to make such Bid Loan shall be subject to the  further
conditions precedent:

     (a)   Promissory Notes.  If so requested by such Lender, the
Company shall have delivered to such Lender a promissory note  in
the  form of Exhibit 2.05(c) evidencing the Indebtedness  of  the
Company in respect of such Bid Loan.

(b)  Accuracy of Representations; No Default; Etc.  The following
statements shall be true on the date of each Bid Borrowing,
before and after giving effect thereto and to the application of
the proceeds from the Bid Loans being made on such date:
               (i)  The representations and warranties contained in
     Article 6 are correct on and (except for representations and
     warranties relating solely to a particular point in time and
     other than under Section 6.05(b) as of such date as though made
     on and as of such date; and

                (ii)  No Default or Event of Default has occurred
     and  is continuing or would result from such Bid Loan  being
     made on such date.

                            ARTICLE 8
                      AFFIRMATIVE COVENANTS

     The  Company agrees that as long as the obligations  of  the
Lenders  to  make Loans shall remain in effect or any  Letter  of
Credit  remain outstanding and until all Obligations  shall  have
been paid or performed in full, unless the Required Lenders shall
otherwise consent in writing:

     8.01 Application of Proceeds.

     The Company will apply the proceeds of the Loans for general
corporate purposes.

     8.02 Compliance with Laws, Etc.

     The  Company will comply, and cause each of its Subsidiaries
to   comply,   in  all  material  respects  with  all  applicable
Requirements of Law except for such non-compliance  as  is  being
contested  in  good faith by appropriate proceedings  or  is  not
likely to have a Material Adverse Effect.

     8.03 Payment of Taxes, Etc.

     The  Company will pay and discharge, and cause each  of  its
Subsidiaries  to pay and discharge, before the same shall  become
delinquent,  all  lawful  claims and all taxes,  assessments  and
governmental  charges or levies except where  contested  in  good
faith, by proper proceedings, if adequate reserves therefor  have
been established on the books of the Company in accordance with,

<PAGE> sf712790                              51


and  to  the  extent  required by, GAAP, or if  such  non-payment
(individually   and  in  the  aggregate  with  all   other   such
non-payments) is not likely to have a Material Adverse Effect.

     8.04 Maintenance of Insurance.

     The   Company   will  maintain,  and  cause  each   of   its
Subsidiaries   to   maintain,  insurance  with  responsible   and
reputable insurance companies or associations in such amounts and
covering such risks as is usually carried by companies engaged in
similar  businesses  and owning similar properties  in  the  same
general areas in which the Company and such Subsidiaries operate;
provided,  however,  that the Company and  its  Subsidiaries  may
self-insure to the extent that the Company or any such Subsidiary
may  in its discretion determine; and provided, further, that the
Company  may  maintain  insurance  on  behalf  of  any   of   its
Subsidiaries.  Without limiting the generality of the  foregoing,
the  Company  will, and will cause each of its  Subsidiaries  to,
maintain insurance coverages that are at least substantially  the
same as the insurance coverages maintained on the Closing Date.

     8.05 Preservation of Corporate Existence, Etc.

     The  Company  will  preserve and maintain,  and  cause  each
Restricted  Subsidiary  to preserve and maintain,  its  corporate
existence, rights (charter and statutory), and franchises, except
as  permitted under Section 9.03 or except to the extent that the
failure  by  the  Company  or any such Restricted  Subsidiary  to
comply  with  the  foregoing is not likely  to  have  a  Material
Adverse Effect.

     8.06 Access.

     The  Company will from time to time, during normal  business
hours  upon  reasonable notice, or, if a Default or an  Event  of
Default  shall have occurred and be continuing, at any time  upon
notice  to an officer of the Company having at least the rank  of
Vice  President, permit the Agent, any Lender and  any  agent  or
representative  thereof,  to  examine  and  make  copies  of  and
abstracts from the records and books of account of, and visit the
properties  of, the Company and any of its Subsidiaries,  and  to
discuss the affairs, finances and accounts of the Company and any
of its Subsidiaries with any of their respective officers.

     8.07 Keeping of Books.

     The Company will keep proper books of record and account, in
which  full and correct entries, on a consolidated basis for  the
Company  and  its  Subsidiaries, shall be made of  all  financial
transactions and the assets and business of the Company  and  its
Subsidiaries in accordance with GAAP consistently applied.

     8.08 Maintenance of Properties, Etc.

     The  Company will maintain and preserve, and cause  each  of
its  Subsidiaries to maintain and preserve, all of its properties
in  good  repair, working order and condition, and from  time  to
time  make or cause to be made all necessary and proper  repairs,
renewals,  replacements and improvements  so  that  the  business
carried   on   in  connection  therewith  may  be  properly   and
advantageously  conducted at all times; provided,  however,  that
nothing in this Section 8.08 shall prevent the Company or any  of
its   Subsidiaries   from  discontinuing   the   maintenance   or
preservation of any of its properties if such discontinuance  is,
in  the  opinion of the Company, desirable in the conduct of  its
business and is not likely to have a Material Adverse Effect.

     8.09 Financial Statements.

     The  Company  will  furnish to the  Agent,  with  sufficient
copies for the Lenders:

<PAGE> sf712790                              52


     (a)  as soon as available and in any event within 45 days after
the  end of each of the first three quarters of each fiscal  year
of  the  Company, consolidated balance sheets of the Company  and
its  Subsidiaries as of the end of such quarter and  the  related
statements of income and cash flows for such quarter and for  the
period  commencing  at the end of the previous  fiscal  year  and
ending with the end of such quarter;

(b)  as soon as available and in any event within 90 days after
the end of each fiscal year of the Company, audited consolidated
balance sheets of the Company and its Subsidiaries as of the end
of such year and the related consolidated statements of income,
changes in shareholders' equity and cash flows for the period
commencing at the end of the previous fiscal year and ending with
the end of such year; and
(c)  at the same time it furnishes each set of financial
statements pursuant to subsections 8.09(a) and (b), (i) a
certificate of a Responsible Officer of the Company to the effect
that no Default or Event of Default has occurred and is
continuing (or if any Default or Event of Default has occurred
and is continuing, describing the same in reasonable detail and
the action which the Company proposes to take with respect
thereto) and (ii) a compliance certificate in substantially the
form of Exhibit 8.09(c).
     8.10 Reporting Requirements.

     The  Company  will  furnish to the  Agent,  with  sufficient
copies for the Lenders:

     (a)  promptly and in any event within three Business Days after
the  Company  becomes aware of the existence of  any  Default  or
Event of Default, notice by telephone or facsimile specifying the
nature  of  such  Default or Event of Default, which  notice,  if
given by telephone, shall be promptly confirmed in writing within
five Business Days;

(b)  promptly after the sending or filing thereof, copies of all
reports which the Company sends to its security holders generally
and copies of all reports and registration statements which the
Company or any of its Subsidiaries files with the Securities and
Exchange Commission or any national securities exchange
(including the Company's Quarterly Report on Form 10-Q and Annual
Report on Form 10-K);
(c)  promptly but not later than three Business Days after the
Company becomes aware of any change by Moody's or S&P in its Debt
Rating, notice by telephone or facsimile of such change; and
(d)  such other information respecting the business, prospects,
properties, operations or condition, financial or otherwise of
the Company or any of its Subsidiaries as any Lender through the
Agent may from time to time reasonably request.
<PAGE> sf712790                              53

     8.11 ERISA Plans.

     The  Company  will  maintain and  operate,  and  cause  each
Subsidiary  to  maintain  and  operate,  each  Plan  in  material
compliance with ERISA and the Code and all applicable regulations
thereunder.

     8.12 Environmental Compliance; Notice.

     The  Company  will, and will cause each of its  Subsidiaries
to:

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

(b)  promptly upon receipt of all written claims, complaints,
notices or inquiries relating to the condition of its facilities
and properties or compliance with Environmental Laws, evaluate
such claims, complaints, notices and inquiries and forward copies
of (i) all such claims, complaints, notices and inquiries which
individually are likely to have a Material Adverse Effect and
(ii) all such claims, complaints, notices and inquiries, arising
from a single occurrence which together are likely to have a
Material Adverse Effect, and endeavor to promptly resolve all
such actions and proceedings relating to compliance with
Environmental Laws; and
(c)  provide such information and certifications which the Agent
may reasonably request from time to time to evidence compliance
with this Section 8.12.
     8.13 New Subsidiaries.

If  the Company or any of its Subsidiaries at any time after  the
date   hereof  acquires,  forms,  or  establishes  any  Principal
Subsidiary or any Subsidiary becomes a Principal Subsidiary,  the
Company  shall  cause any such Principal Subsidiary  to  promptly
(a)  execute and deliver to Agent each of the Subsidiary Guaranty
and the Contribution Agreement; and (b) provide such evidence  of
due authorization, execution, and delivery of such Loan Documents
as the Agent or the Required Lenders may reasonably require.

                            ARTICLE 9
                       NEGATIVE COVENANTS

     The  Company agrees that as long as the obligations  of  the
Lenders  to  make  Loans shall remain in  effect  and  until  all
Obligations shall have been paid or performed in full, unless the
Required Lenders shall otherwise consent in writing:

<PAGE> sf712790                              54


     9.01 Liens, Etc.

     The  Company shall not create or assume and shall not permit
any  Restricted Subsidiary to create or assume, any Lien upon  or
with  respect  to any of its Principal Properties  or  shares  of
capital  stock  or  Indebtedness of  any  Restricted  Subsidiary,
whether now owned or hereafter acquired, without making effective
provision, and the Company in such case will make or cause to  be
made  effective  provision,  whereby  the  Obligations  shall  be
secured  by such Lien equally and ratably with any and all  other
Indebtedness  or  obligations thereby secured, so  long  as  such
other  Indebtedness or obligations shall be so secured; provided,
however,  that  the  foregoing shall not  apply  to  any  of  the
following:

     (a)  Liens existing on the Closing Date and set forth on Schedule
9.01;

(b)  Liens on any Principal Property acquired, constructed or
improved after the date of this Agreement which are created or
assumed contemporaneously with, or within 120 days after, or
pursuant to financing arrangements for which a firm commitment is
made by a bank, insurance company or other lender or investor
(not including the Company or any Restricted Subsidiary) within
120 days after, the completion of 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, or, in addition to Liens
contemplated by Sections 9.01(c) and 9.01(d), Liens on any
Principal Property existing at the time of acquisition thereof;
provided, however, that in the case of any such acquisition,
construction or improvement the Lien shall not apply to any
property theretofore owned by the Company and/or one or more
Restricted Subsidiaries other than, in the case of such
construction or improvement, any theretofore unimproved real
property on which the property so constructed, or the
improvement, is located;
(c)  Liens on property or shares of capital stock or indebtedness
of a corporation existing at the time such corporation is merged
into or consolidated with the Company or a Restricted Subsidiary
or existing at the time of a sale, lease or other disposition of
the properties of a corporation as an entirety or substantially
as an entirety to the Company, or to a Restricted Subsidiary;
(d)  Liens on property or shares of capital stock of a
corporation existing at the time such corporation becomes a
Restricted Subsidiary;
(e)  Liens to secure Indebtedness of a Restricted Subsidiary to
the Company or one or more Restricted Subsidiaries;
(f)  Liens in favor of the United States of America or any State
thereof, or any department, agency or political subdivision of
the United States of America or any State thereof, to secure
partial, progress, advance or other payments pursuant to any
contract or statute or to secure any Indebtedness incurred for
the purpose of financing all or any part of the purchase price or
the cost of constructing or improving the property subject to
such Liens;
(g)  Liens on timberlands in connection with an arrangement under
which the Company and/or one or more Restricted Subsidiaries are
obligated to cut or pay for timber in order to provide the
lienholder with a specified amount of money, however determined;
<PAGE> sf712790                              55

     (h)   Liens created or assumed in the ordinary course of the
business  of exploring for, developing or producing oil,  gas  or
other  minerals (including in connection with borrowings of money
for  such purposes) on, or on any interest in, or on any proceeds
from  the  sale of, property acquired or held for the purpose  of
exploring  for,  developing  or  producing  oil,  gas  or   other
minerals,   or   production  therefrom,  or  proceeds   of   such
production, or material or equipment located on such property;

(i)  Liens in favor of any customer arising in respect of
performance deposits and partial, progress, advance or other
payments made by or on behalf of such customer for goods produced
or to be produced or for services rendered or to be rendered to
such customer in the ordinary course of business, which Liens
shall not exceed the amount of such deposits or payments;
(j)  Liens on the property of the Company or any Restricted
Subsidiary incurred or pledges and deposits made in the ordinary
course of business in connection with worker's compensation,
unemployment insurance, old-age pensions and other social
security benefits other than in respect of employer plans subject
to ERISA;
(k)  Liens pertaining to receivables or other accounts sold by
the Company or any of its Restricted Subsidiaries pursuant to a
receivables sale transaction in favor of the purchaser or
purchasers of such receivables or other accounts;
(l)  purchase money liens or purchase money security interests
upon or in any other property acquired by the Company or any
Restricted Subsidiary in the ordinary course of business to
secure the purchase price of such property or to secure
Indebtedness incurred solely for the purpose of financing the
acquisition of such property;
(m)  extensions, renewals and replacements of Liens referred to
in Section 9.01(a) through (l) or this Section 9.01(m), provided,
however, that the Indebtedness secured thereby shall not exceed
the principal amount of the Indebtedness so secured at the time
of such extension, renewal or replacement, and such extension,
renewal or replacement shall be limited to all or part of the
property or assets which secured the Lien extended, renewed or
replaced (plus improvements on such property);
(n)  Liens imposed by law, such as workers', materialmen's,
mechanics', warehousemen's, carriers', lessors', vendors' and
other similar Liens incurred by the Company or any Restricted
Subsidiary arising in the ordinary course of business which
secure its obligations to any Person;
(o)  Liens created by or resulting from any litigation or
proceedings which are being contested in good faith by
appropriate proceedings; Liens arising out of judgments or awards
against the Company and/or one or more Restricted Subsidiaries
with respect to which the Company and/or such Restricted
Subsidiary or Restricted Subsidiaries are in good faith
prosecuting an appeal or proceedings for review; or Liens
incurred by the Company and/or one or more Restricted
Subsidiaries for the purpose of obtaining a stay or discharge in
the course of any legal proceeding to which the Company and/or
such Restricted Subsidiary or Restricted Subsidiaries are a
party;
<PAGE> sf712790                              56

     (p)  Liens for taxes, assessments or other governmental charges
or  levies, either not yet due and payable or to the extent  that
non-payment   thereof  shall  be  permitted  by   Section   7.03,
landlord's liens on property held under lease and tenants' rights
under leases;

(q)  zoning restrictions, easements, licenses, reservations,
restrictions on the use of real property or minor irregularities
of title incident thereto which do not materially impair the
value of any parcel of property material to the operation of the
business of the Company and its Restricted Subsidiaries taken as
a whole or the value of such property for the purpose of such
business; and
(r)  Liens arising in connection with Sale-Leaseback Transactions
permitted by Section 9.02.
     9.02 Sale-Leaseback Transactions.

     The  Company shall not, and shall not permit any  Restricted
Subsidiary  to,  enter  into  any  arrangement  with  any  Person
providing  for  the  leasing by the Company and/or  one  or  more
Restricted  Subsidiaries of any Principal  Property  (except  for
temporary  leases for a term, including any renewal  thereof,  of
not  more  than  three years and except for  leases  between  the
Company  and  one  or  more  Restricted Subsidiaries  or  between
Restricted Subsidiaries) which property has been or is to be sold
or  transferred by the Company and/or such Restricted  Subsidiary
or  Restricted  Subsidiaries to such  Person  (a  "Sale-Leaseback
Transaction")  unless  (a)  the Company  and/or  such  Restricted
Subsidiary or Restricted Subsidiaries would be entitled to  incur
Indebtedness  secured by a Lien on such property without  equally
and  ratably securing the Obligations pursuant to the  provisions
of  Section 9.01, or (b) the Company shall apply or cause  to  be
applied  an  amount  equal to the Value  of  such  Sale-Leaseback
Transaction  within  120  days  of  the  effective  date  of  any
arrangement  (i) to the retirement of Indebtedness  for  Borrowed
Money  incurred  or  assumed  by the Company  or  any  Restricted
Subsidiary  (other than indebtedness for borrowed money  owed  to
the Company and/or one or more Restricted Subsidiaries) which  by
its terms matures on, or is extendable or renewable at the option
of  the obligor to, a date more than 12 months after the date  of
the  incurrence or assumption of such indebtedness and  which  is
senior  in  right  of payment to, or ranks pari passu  with,  the
Loans,  or  (ii)  to  the purchase of other property  which  will
constitute  "Principal  Property" having  a  fair  value  in  the
opinion  of the Board of Directors of the Company at least  equal
to  the  Value  of such Sale-Leaseback Transaction,  or  (c)  the
Company shall use the net proceeds to repay Loans hereunder.

     Notwithstanding the provisions of Sections  9.01  and  9.02,
the  Company  and any one or more of its Restricted  Subsidiaries
may  nevertheless  create or assume Liens which  would  otherwise
require  securing of the Obligations under said  provisions,  and
enter  into  Sale-Leaseback Transactions without compliance  with
either  Section 9.02(b) or 9.02(c), provided that  the  aggregate
amount   of   all  such  Liens  and  Sale-Leaseback  Transactions
permitted  by  this  Section 9.02 at  any  time  outstanding  (as
measured  by the sum of (a) all Indebtedness secured by all  such
Liens  then  outstanding  or to be so  created  or  assumed,  but
excluding secured Indebtedness permitted under the exceptions  in
Section  9.01,  and  (b)  the Value of  all  such  Sale-Leaseback
Transactions  then  outstanding or to be  so  entered  into,  but
excluding  such transactions in which indebtedness is retired  or
property  is purchased or Loans are repaid) shall not exceed  10%
of Net Tangible Assets.

<PAGE> sf712790                              57


     9.03 Mergers, Etc.

     The Company shall not merge or consolidate with or into,  or
convey, transfer, lease or otherwise dispose of (whether  in  one
transaction  or in a series of transactions) all or substantially
all  of  its assets, whether now owned or hereafter acquired,  to
any  Person;  provided, however, that the Company  may  merge  or
consolidate  with  or  into  any  corporation  (whether  or   not
affiliated  with  the  Company) or  convey,  transfer,  lease  or
otherwise  dispose of all or substantially all of its assets,  to
any  other  corporation  (whether  or  not  affiliated  with  the
Company)  authorized to acquire or operate the same, so  long  as
(a)  either (x) in the case of such merger or consolidation,  the
Company is the surviving corporation or (y) if either (i) in  the
case  of such merger or consolidation, if the Company is not  the
surviving   corporation,  or  (ii)  upon  any  such   conveyance,
transfer, lease or other disposition, the surviving or transferee
corporation expressly assumes the due and punctual payment of all
Obligations  according to their terms and the  due  and  punctual
performance and observance of all of the covenants and conditions
of  this Agreement to be performed by the Company; and (b)  after
giving effect to such transaction, no Default or Event of Default
exists  and  the Company or such surviving Person, as applicable,
has   demonstrated  its  compliance  with  Section  9.08  to  the
reasonable satisfaction of the Required Lenders.

     9.04 Transactions with Affiliates.

     The Company shall not enter into or be a party to, or permit
any  of  its Restricted Subsidiaries to enter into or be a  party
to,  any  transaction with any Affiliate of  the  Company  except
(a)  as  may be permitted under Sections 9.01, 9.02, or  9.03  or
(b) transactions in the ordinary course of business which are not
likely to have a Material Adverse Effect.

     9.05 Accounting Changes.

     The  Company  (a)  shall not make,  or  permit  any  of  its
Subsidiaries  to  make,  any  significant  change  in  accounting
treatment and reporting practices except as permitted or required
by  GAAP or the Securities and Exchange Commission and (b)  shall
not  designate a different fiscal year other than a  fiscal  year
that ends on the closest Saturday to December 31 of each year.

     9.06 Margin Regulations.

     The  Company  shall  not use the proceeds  of  any  Loan  in
violation  of  Regulation T, U or X of the Board of Governors  of
the Federal Reserve System.

     9.07 Negative Pledges, Etc.

     The  Company shall not, and shall not permit any  Restricted
Subsidiary to, enter into any agreement prohibiting compliance by
the   Company   with  the  provisions  of  the  introduction   to
Section  9.01  or restricting the ability of the Company  or  any
other  Loan Party to amend or otherwise modify this Agreement  or
any other Loan Document.

     9.08 Leverage Ratio.

     The  Company  shall  not  permit the  ratio  of  (a)  Funded
Indebtedness on the last day of any fiscal quarter to (b)  EBITDA
for  the  Measurement Period ending on such date  (in  each  case
calculated  on  a  consolidated basis for  the  Company  and  its
consolidated Subsidiaries) to be greater than 4.50 to 1.00.

     ARTICLE 10

                        EVENTS OF DEFAULT

     10.01     Events of Default.

     The term "Event of Default" shall mean any of the events set
forth in this Section 10.01.

<PAGE> sf712790                              58


     (a)   Non-Payment.  The Company shall (i) fail  to  pay  any
principal of any Loan when the same shall become due and payable;
or  (ii) fail to pay any interest on any Loan or fail to pay  any
fee due under this Agreement within three Business Days after the
same shall become due and payable; or

(b)  Representations and Warranties.  Any representation or
warranty made by the Company in this Agreement or by any Loan
Party in any other Loan Document or in any certificate, document
or financial or other statement delivered at any time under or in
connection with this Agreement or any other Loan Document shall
prove to have been incorrect or untrue in any material respect
when made or deemed made; or
(c)  Specific Defaults.  The Company shall fail to perform or
observe any term, covenant or agreement contained in Sections
8.01, 8.05, 8.06 or 8.10(a) or Article 9; or
(d)  Other Defaults.  The Company shall fail to perform or
observe any other term or covenant contained in this Agreement or
any Loan Party shall fail to perform any other term or covenant
in any other Loan Document, and such Default shall continue
unremedied for a period of 30 days after the date upon which
written notice thereof shall have been given to the Company by
the Agent; or
(e)  Default under Other Agreements.  Any default shall occur and
be continuing under the terms applicable to:
               (i)  any Funded Indebtedness or any Indebtedness or items of
     Indebtedness of the Company or any of its Subsidiaries (other
     than  under this Agreement or any other Loan Document) which
     Funded Indebtedness or Indebtedness, as the case may be, has an
     aggregate outstanding principal amount of $75,000,000 or more, or

                (ii)  under  one  or more Swap Contracts  of  the
     Company  or  any of its Subsidiaries resulting in  aggregate
     Swap  Termination Values of the Company and its Subsidiaries
     of $75,000,000 or more and,

in either of the above cases, such default shall:

               (A)    consist   of  the  failure  to   pay   such
          Indebtedness or such net obligations when due  (whether
          at  scheduled  maturity,  upon  early  termination,  by
          required    prepayment,   acceleration,    demand    or
          otherwise) after giving effect to any applicable  grace
          period; or

               (B)    result  in,  or  continue  unremedied   and
          unwaived for a period of time sufficient to permit, the
          acceleration   of  such  Indebtedness  or   the   early
          termination of any such Swap Contract; or

     (f)  Bankruptcy or Insolvency.  The Company or any Restricted
Subsidiary shall:

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

<PAGE> sf712790                              59

               (ii) commence a voluntary case or other proceeding seeking
     liquidation, reorganization or other relief with respect  to
     itself or its debts under any bankruptcy, insolvency or other
     similar law now or hereafter in effect;

                (iii)      seek  the appointment  of  a  trustee,
     receiver, liquidator, custodian or other similar official of
     it or any substantial part of its property or consent to any
     such relief or to the appointment of or taking possession by
     any such official in an involuntary case or other proceeding
     commenced against it;

                (iv) make a general assignment for the benefit of
     creditors; or

               (v)  take any corporate action to authorize any of
     the foregoing; or

     (g)   Involuntary Proceedings.  An involuntary case or other
proceeding  shall  be  commenced  against  the  Company  or   any
Restricted  Subsidiary  seeking  liquidation,  reorganization  or
other  relief  with  respect  to  it  or  its  debts  under   any
bankruptcy,  insolvency or other similar law now or hereafter  in
effect  or  seeking  the  appointment  of  a  trustee,  receiver,
liquidator,  custodian  or  other  similar  official  of  it   or
any-substantial  part of its property, and such involuntary  case
or  other proceeding shall remain undismissed and unstayed for  a
period  of  60  days;  or an order for relief  shall  be  entered
against  the  Company  or  any Restricted  Subsidiary  under  the
federal bankruptcy laws as now or hereafter in effect; or

(h)  Monetary Judgments.  One or more judgments or orders for the
payment of money exceeding in the aggregate $75,000,000 shall be
rendered against the Company or any of its Subsidiaries and
either (i) enforcement proceedings shall have been initiated by
any creditor upon such judgment or order or (ii) such judgment or
order shall continue unsatisfied or unstayed for a period of 30
days; or
     (i)  Pension Plans.  Any of the following events shall occur with
respect to any Pension Plan:

               (i)  the institution of any steps by the Company, any
     member of its Controlled Group or any other Person to terminate a
     Pension Plan if, as a result of such termination, the Company or
     any such member could reasonably expect to be required to make a
     contribution to such Pension Plan, or could reasonably expect to
     incur a liability or obligation to such Pension Plan or the PBGC,
     in excess of $75,000,000; or

               (ii) a contribution failure occurs with respect to
     any   Pension  Plan  which  gives  rise  to  a  Lien   under
     Section  302(f)  of  ERISA with respect to  a  liability  or
     obligation in excess of $75,000,000; or

     (j)  Change in Control.  The acquisition by any Person or group
(within  the meaning of Rule 13d-5 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934), or two  or
more  Persons acting in concert, of beneficial ownership  (within
the  meaning  of  Rule  13d-3  of  the  Securities  and  Exchange
Commission under the Securities Exchange Act of 1934)  of  either
(i) 33-1/3% or more of the outstanding shares of voting stock  of
the Company or (ii) the power to direct or cause the direction of
the  management and policies of the Company, whether through  the
ownership of voting securities, by contract or otherwise; or

<PAGE> sf712790                              60


     (k)   Impairment of Certain Documents.  Except as  otherwise
expressly  permitted  in  any Loan  Document,  any  of  the  Loan
Documents shall terminate or cease in whole or in part to be  the
legally  valid,  binding,  and  enforceable  obligation  of   the
relevant Loan Party, or such Loan Party or any Person acting  for
or  on  behalf of any Loan Party, contests such validity, binding
effect  or  enforceability,  or  purports  to  revoke  any   Loan
Document; or

     (l)  North American Timber Agreement.  An "Event of Default"
shall exist as defined in the North American Timber Agreement.

     10.02     Remedies.

     If   any  Event  of  Default  shall  have  occurred  and  be
continuing:

     (a)  The Agent shall at the request of, or may with the consent
of,  the  Required  Lenders,  declare  the  Commitments  and  the
commitment of the Issuing Bank to Issue Letters of Credit  to  be
terminated,  whereupon the Commitments and such commitment  shall
forthwith be terminated; and/or

(b)  The Agent shall at the request of, and may with the consent
of, the Required Lenders, declare an amount equal to the maximum
aggregate amount that is or at any time thereafter may become
available for drawing under any outstanding Letters of Credit
(whether or not any beneficiary shall have presented, or shall be
entitled at such time to present, the drafts or other documents
required to draw under such Letters of Credit) to be immediately
due and payable, which amount the Company shall immediately Cash
Collateralize in full, and declare the unpaid principal amount of
all outstanding Loans, all interest accrued and unpaid thereon
and all other Obligations payable hereunder or under any other
Loan Document to be immediately due and payable, whereupon the
Loans, all such interest and all such Obligations shall become
and be forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby
expressly waived by the Company; and/or
(c)  The Agent shall at the request of, and may with the consent
of, the Required Lenders, exercise all rights and remedies
available to it as Agent under any Loan Document;
provided,  however,  that upon the occurrence  of  any  Event  of
Default specified in Section 10.01(f)(ii) or Section 10.01(g)  or
in  the event of an actual or deemed entry of an order for relief
with respect to the Company or any of its Subsidiaries under  any
bankruptcy,  insolvency or other similar law now or hereafter  in
effect, the Commitments and the commitment of the Issuing Bank to
Issue  Letters  of Credit shall automatically terminate  and  the
unpaid principal amount of all outstanding Loans and all interest
accrued  thereon  and  all other Obligations shall  automatically
become due and payable without further action of the Agent or any
Lender.

                           ARTICLE 11
                            THE AGENT

     11.01     Appointment.  Each Lender hereby irrevocably appoints,
designates  and authorizes the Agent to take such action  on  its
behalf under the provisions of this Agreement and each other Loan
Document  and to exercise such powers and perform such duties  as
are  expressly delegated to it by the terms of this Agreement  or
any  other  Loan  Document, together  with  such  powers  as  are
reasonably incidental thereto.

<PAGE> sf712790                              60
Notwithstanding any provision to the contrary contained elsewhere
in  this Agreement or in any other Loan Document, the Agent shall
not  have  any duties or responsibilities except those  expressly
set  forth herein or any fiduciary relationship with any  Lender,
and  no  implied covenants, functions, responsibilities,  duties,
obligations  or liabilities shall be read into this Agreement  or
any  other  Loan Document or otherwise exist against  the  Agent.
Without  limiting the generality of the foregoing  sentence,  the
use  of the term "agent" in this Agreement with reference to  the
Agent  is not intended to connote any fiduciary or other  implied
(or  express)  obligations arising under agency doctrine  of  any
applicable law.  Instead, such term is used merely as a matter of
market  custom,  and  is intended to create or  reflect  only  an
administrative   relationship  between  independent   contracting
parties.

     The  Issuing  Bank shall act on behalf of the  Lenders  with
respect  to any Letters of Credit Issued by it and the  documents
associated  therewith until such time and except for so  long  as
the Agent may agree at the request of the Required Lenders to act
for  such  Issuing Bank with respect thereto; provided,  however,
that  the  Issuing  Bank  shall have  all  of  the  benefits  and
immunities  (i)  provided to the Agent in this  Article  11  with
respect  to  any acts taken or omissions suffered by the  Issuing
Bank  in  connection  with Letters of  Credit  Issued  by  it  or
proposed  to  be Issued by it and the application and  agreements
for  letters  of credit pertaining to the Letters  of  Credit  as
fully  as  if  the  term "Agent", as used  in  this  Article  11,
included the Issuing Bank with respect to such acts or omissions,
and  (ii) as additionally provided in this Agreement with respect
to the Issuing Bank.

     11.02     Delegation of Duties.  The Agent may execute any of its
duties  under  this Agreement or any other Loan  Document  by  or
through  its employees, agents or attorneys-in-fact and shall  be
entitled  to advice of counsel concerning all matters  pertaining
to such duties.

11.03     Liability of Agent.  None of the Agent-Related Persons
shall be (a) liable for any action taken or omitted to be taken
by any of them under or in connection with this Agreement or any
other Loan Document (except for its own gross negligence or
willful misconduct) or (b) responsible in any manner to any of
the Lenders for any recital, statement, representation or
warranty made by the Company or any of its officers contained in
this Agreement or by any Loan Party or any officer of any thereof
in any other Loan Document or in any certificate, report,
statement or other document referred to or provided for in, or
received by the Agent under or in connection with, this Agreement
or any other Loan Document or for the value of any collateral or
the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document or for
any failure of the Company or any other Loan Party to perform its
obligations hereunder or thereunder.  No Agent-Related Person
shall be under any obligation to any Lender to ascertain or to
inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any
other Loan Document or to inspect the properties, books or
records of the Company or any of its Subsidiaries.
11.04     Reliance by Agent.
     (a)  The Agent shall be entitled to rely, and shall be fully
protected  in  relying,  upon  any writing,  resolution,  notice,
consent,  certificate, affidavit, letter, facsimile, or telephone
message, statement or other document or conversation believed  by
it  to  be genuine and correct and to have been signed,  sent  or
made by the proper Person or Persons and upon any advice and

<PAGE> sf712790                              62

statements  of legal counsel (including counsel to the  Company),
independent accountants and other experts selected by the  Agent.
The Agent shall be fully justified in failing or refusing to take
any action under this Agreement or any other Loan Document unless
it shall first receive such advice or concurrence of the Required
Lenders as it deems appropriate and, if it so requests, it  shall
first  be indemnified to its satisfaction by the Lenders  against
any and all liability and expense which may be incurred by it  by
reason of taking or continuing to take any such action. Except to
the  extent expressly provided in Section 12.02, the Agent  shall
in  all cases be fully protected in acting, or in refraining from
acting,  under  this  Agreement or any  other  Loan  Document  in
accordance with a request or the consent of the Required  Lenders
and  such  request or consent and any action taken or failure  to
act  pursuant thereto shall be binding upon all the  Lenders  and
all future holders of the Loans or any portion thereof.

     (b)  For purposes of determining compliance with the conditions
specified in Sections 7.01 and 7.02, each Lender shall be  deemed
to  have  consented to, approved or accepted or to  be  satisfied
with  each  document or other matter required  thereunder  to  be
consented to or approved by or acceptable or satisfactory to  the
Lenders  unless  an  officer  of the Agent  responsible  for  the
transactions  contemplated  by  the  Loan  Documents  shall  have
received  notice from such Lender prior to the initial  Borrowing
specifying its objection thereto and either such objection  shall
not have been withdrawn by notice to the Agent to that effect  or
such  Lender  shall  not have made available to  the  Agent  such
Lender's Commitment Percentage of such Borrowing.

     11.05     Notice of Default.  The Agent shall not be deemed to
have  knowledge  or notice of the occurrence of  any  Default  or
Event  of Default, except with respect to defaults in the payment
of  principal,  interest and fees payable to the  Agent  for  the
account  of  the  Lenders, unless the Agent shall  have  received
notice  from a Lender or the Company referring to this  Agreement
or  any other Loan Document, describing such Default or Event  of
Default and stating that such notice is a "notice of default". In
the  event that the Agent receives such a notice, the Agent shall
give  notice thereof to the Lenders.  The Agent shall  take  such
action with respect to such Default or Event of Default as  shall
be   requested  by  the  Required  Lenders  in  accordance   with
Article  10; provided, however, that unless and until  the  Agent
shall  have received any such request from the Required  Lenders,
the  Agent may (but shall not be obligated to) take such  action,
or  refrain from taking such action, with respect to such Default
or  Event  of  Default  as it shall deem advisable  in  the  best
interests of the Lenders.

11.06     Credit Decision.  Each Lender expressly acknowledges
that no Agent-Related Person has made any representation or
warranty to it and that no act by the Agent hereinafter taken,
including any review of the affairs of the Company and its
Subsidiaries, shall be deemed to constitute any representation or
warranty by any Agent-Related Person to any Lender.  Each Lender
represents to the Agent that it has, independently and without
reliance upon any Agent-Related Person and based on such
documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, prospects,
properties, operations or condition, financial or otherwise, and
creditworthiness of the Company and its Subsidiaries and made its
own decision to enter into this Agreement and extend credit to
the Company hereunder. Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person
and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action
under this Agreement, and to make such investigations as it deems
necessary to inform itself as to the business, prospects,
<PAGE> sf712790                              63


properties, operations or condition, financial or otherwise,  and
creditworthiness of the Company and its Subsidiaries. Except  for
notices,  reports and other documents expressly  required  to  be
furnished to the Lenders by the Agent hereunder, no Agent-Related
Person  shall not have any duty or responsibility to provide  any
Lender  with  any  credit  or  other information  concerning  the
business,   prospects,  properties,  operations   or   condition,
financial  or otherwise, and creditworthiness of the Company  and
its Subsidiaries which may come into the possession of any Agent-
Related Person.

     11.07     Indemnification.  The Lenders agree to indemnify the
Agent-Related  Person  (to the extent not  reimbursed  by  or  on
behalf of the Company and without limiting the obligation of  the
Company to do so), ratably according to the respective amounts of
their  outstanding Loans, or, if no Loans are outstanding,  their
Commitments,   from   and  against  any  and   all   liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,
suits,  costs, expenses and disbursements of any kind  whatsoever
which  may at any time (including at any time after the repayment
of  the  Loans and all other Obligations) be imposed on, incurred
by  or  asserted  against any Agent-Related  Person  in  any  way
relating  to or arising out of this Agreement or any  other  Loan
Document or any document contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any
action taken or omitted by any Agent-Related Person under  or  in
connection with any of the foregoing; provided, however, that  no
Lender  shall  be  liable for the payment  to  any  Agent-Related
Person  of any portion of such liabilities, obligations,  losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements  resulting solely from any  Agent-Related  Person's
gross  negligence  or willful misconduct.  Without  limiting  the
generality of the foregoing, each Lender agrees to reimburse  the
Agent-Related Persons promptly upon demand for its ratable  share
of  any  out-of-pocket expenses and reasonable  fees  of  counsel
(including  the allocated cost of in-house counsel)  incurred  by
the  Agent-Related  Person in connection  with  the  preparation,
execution,  delivery, administration, modification, amendment  or
enforcement  (whether through negotiation, legal  proceedings  or
otherwise) of, or legal advice in respect of its or the  Lenders'
rights or responsibilities under, this Agreement, any other  Loan
Document or any document contemplated by or referred to herein to
the  extent  that any Agent-Related Person is not reimbursed  for
such expenses by or on behalf of the Company.

11.08     Agent in Individual Capacity.  Bank of America and its
Affiliates may make loans to, issue, amend, renew (or participate
in) letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory or other business with the
Company and its Subsidiaries and their respective Affiliates as
though Bank of America were not the Agent hereunder. With respect
to its Loans, Bank of America shall have the same rights and
powers under this Agreement as any Lender and may exercise the
same as though it were not the Agent or the Issuing Bank, and the
terms "Lender" and "Lenders" shall include Bank of America in its
individual capacity.
11.09     Successor Agent.  The Agent may resign at any time by
giving written notice thereof to the Lenders and the Company and
may be removed at any time with or without cause by the Required
Lenders.  Upon any such resignation or removal, the Required
Lenders shall have the right to appoint a successor Agent which
shall be a commercial bank organized, chartered or licensed under
the laws of the United States of America or of any State thereof
having combined capital and surplus of at least $500,000,000.  If
no successor Agent shall have been so appointed by the Required
<PAGE> sf712790                              64


Lenders, and shall have accepted such appointment within 30  days
after  the  notice of resignation or the removal of the  retiring
Agent,  then  the retiring Agent may, on behalf of  the  Lenders,
with  the  consent  of  the Company which consent  shall  not  be
unreasonably  withheld  or delayed, appoint  a  successor  Agent,
which shall be a commercial bank organized or chartered under the
laws  of  the  United States of America or of any  State  thereof
having  a  combined capital and surplus of at least $500,000,000.
Upon  the acceptance of any appointment as Agent hereunder  by  a
successor Agent, such successor Agent shall succeed to and become
vested with all the rights, powers, privileges and duties of  the
retiring  Agent, and the retiring Agent shall be discharged  from
its  future duties and obligations under this Agreement  and  the
other  Loan Documents. After any retiring Agent's resignation  or
removal hereunder as Agent, the provisions of this Article 11 and
Sections  12.04 and 12.05 shall inure to its benefit  as  to  any
actions  taken or omitted to be taken by it while  it  was  Agent
under    this   Agreement   and   the   other   Loan   Documents.
Notwithstanding the foregoing, however, Bank of America  may  not
be  removed  as the Agent at the request of the Required  Lenders
unless  Bank of America shall also simultaneously be replaced  as
"Issuing  Bank" hereunder pursuant to documentation in  form  and
substance reasonably satisfactory to Bank of America.

     11.10     Documentation, Co-Syndication, Managing Agents.  None
of  the Lenders identified on the facing page or signature  pages
of  this  Agreement  as a "Documentation Agent,"  "Co-Syndication
Agent,"  or  "Managing  Agent"  shall  have  any  right,   power,
obligation,  liability,  responsibility,  or  duty   under   this
Agreement  other  than those applicable to all Lenders  as  such.
Without limiting the foregoing, none of the Lenders so identified
as  "Documentation Agent," "Co-Syndication Agent,"  or  "Managing
Agent" shall have or be deemed to have any fiduciary relationship
with  any  Lender.   Each Lender acknowledges  that  it  has  not
relied, and will not rely, on any of the Lenders so identified in
deciding to enter into this Agreement or in taking or not  taking
action hereunder.

                           ARTICLE 12
                          MISCELLANEOUS

     12.01      Notices,  Etc.  All notices, requests  and  other
communications provided to any party under this Agreement  shall,
except  as  otherwise expressly specified herein, be  in  writing
(including  by  facsimile)  and  mailed  by  overnight  delivery,
transmitted by facsimile or delivered: if to the Company, to  its
address  specified  on  the signature pages  hereof;  if  to  any
Lender,  to  its Domestic Lending Office specified  opposite  its
name  on  Schedule 1.01(b); and, if to the Agent, to its  address
specified on the signature pages hereof; or, as to the Company or
the  Agent, at such other address as shall be designated by  such
party  in a written notice to the other parties and, as  to  each
other party, at such other address as shall be designated by such
party in a written notice to the Company and the Agent.  All such
notices and communications shall be effective, if transmitted  by
facsimile, when transmitted, or, if mailed by overnight  delivery
or   delivered,  upon  delivery,  except  that  (a)  notices  and
facsimile communications to the Agent pursuant to Articles  2  or
11  shall not be effective until received by the Agent,  (b)  any
notice  by  facsimile to the Agent must be confirmed by telephone
or  mail,  and (c) notices pursuant to Article 3 to  the  Issuing
Bank  shall  not  be  effective until actually  received  by  the
Issuing  Bank at the address specified for the "Issuing Bank"  on
the applicable signature page hereof.

<PAGE> sf712790                              65


     12.02      Amendments, Etc.  No amendment or waiver  of  any
provision of this Agreement or of any other Loan Document, and no
consent  to any departure by the Company or any other Loan  Party
herefrom or therefrom, shall in any event be effective unless the
same  shall be in writing and signed by the Required Lenders and,
in  the case of amendments, the Company, and then any such waiver
or  consent shall be effective only in the specific instance  and
for the specific purpose for which given; provided, however, that

     (a)  no amendment, waiver or consent shall, unless in writing and
signed  by  all  the Lenders and, in the case of amendments,  the
Company, do any of the following:

               (i)  increase the Commitments of the Lenders (other
     than by assignment); provided, however, that any Lender  may
     increase its own Commitment without the consent of the other
     Lenders;

                (ii)  reduce the principal of, or interest (other
     than  under Section 2.10) on, the Committed Loans or  reduce
     the amount of any fees payable hereunder;

                (iii)     postpone any date fixed for any payment
     of  principal of, or interest on, the Committed Loans or any
     fees payable hereunder;

                (iv)  modify any requirement hereunder  that  any
     particular action be taken by all of the Lenders or  by  the
     Required Lenders or change the percentage of the Commitments
     or  of  the  aggregate unpaid principal amount of the  Loans
     which  shall be required for the Lenders or any of  them  to
     take any action hereunder;

                (v)  terminate the Subsidiary Guaranty and/or the
     Contribution Agreement;

                (vi)  amend  or waive the provisions of  Sections
     7.01 or 7.02; or

               (vii)     amend this Section 12.02;

     (b)  no amendment, waiver or consent which affects the rights or
duties  of  the  Agent under this Agreement  or  any  other  Loan
Document  shall become effective unless signed by  the  Agent  in
addition to the Required Lenders or all the Lenders, as the  case
may be;

(c)  No amendment, waiver or consent which  affect the rights or
duties of the Issuing Bank under the Agreement or any L/C-Related
Document  relating to any Letter of Credit Issued or to be Issued
by it shall become effective unless signed by the Issuing Bank in
addition to the Required Lenders or all the Lenders, as the case
may be; and
(d)  no amendment, waiver or consent which affects the principal
amount, the rate of interest or the maturity date of any
outstanding Bid Loan shall become effective without the consent
of the Agent and the Lender having made such Bid Loan in addition
to the Required Lenders or all the Lenders, as the case may be.
     12.03     No Waiver; Remedies.  No failure on the part of any
Lender or the Agent to exercise, and no delay in exercising,  any
right,  remedy, power or privilege hereunder or under  any  other
Loan  Document shall operate as a waiver thereof; nor  shall  any
single

<PAGE> sf712790                              66


or partial exercise of any such right, remedy, power or privilege
preclude any other or further exercise thereof or the exercise of
any other right, remedy, power or privilege.  The remedies herein
provided  are  cumulative  and  not  exclusive  of  any  remedies
provided by law.

     12.04     Costs and Expenses.  The Company agrees to pay  on
demand:

     (a)  all out-of-pocket costs and expenses incurred by the Agent
in   connection   with  the  preparation,  execution,   delivery,
administration, modification and amendment of the Loan  Documents
and any other document to be delivered hereunder or thereunder or
in  connection  with  the  transactions  contemplated  hereby  or
thereby, including the out-of-pocket expenses and reasonable fees
of  counsel for the Agent (including local counsel which  may  be
retained  by  the  Agent  and  the  allocated  cost  of  in-house
counsel)  with respect thereto and with respect to  advising  the
Agent  as  to  its  rights and responsibilities  under  the  Loan
Documents;

(b)  all out-of-pocket costs and expenses incurred by the Agent
or any Lender in connection with the preservation of any rights
under any Loan Document or in connection with any restructuring
or "work-out" of any of the Obligations (whether through
negotiations, legal proceedings or otherwise), including the
out-of-pocket expenses and reasonable fees of counsel for the
Agent (including the allocated cost of in-house counsel);
(c)  all out-of-pocket costs and expenses incurred by the Agent
or any Lender in connection with the enforcement of any of the
Obligations, including the out-of-pocket expenses and reasonable
fees of counsel for the Agent or such Lender (including the
allocated cost of in-house counsel);
(d)  all out-of-pocket costs and expenses incurred by the Agent
in connection with due diligence, transportation, use of
computers, duplication, search reports and all filing and
recording fees; and
(e)  to each Lender being replaced pursuant to Section 5.09, the
reasonable out-of-pocket expenses and reasonable fees of counsel
(including the allocated cost of in-house counsel) not exceeding
$5,000 in connection with such replacement.
     12.05     Indemnity.

     (a)  The Company agrees to indemnify and hold harmless the Agent-
Related Persons, and each Lender and each of their Affiliates and
all directors, officers, employees, agents and advisors of all of
the foregoing (each, an "Indemnified Party") from and against any
and  all  claims,  actions, proceedings, suits, damages,  losses,
liabilities,  costs,  expenses and disbursements,  including  the
out-of-pocket expenses and reasonable fees of counsel  (including
the allocated cost of in-house counsel) which may be incurred  by
or  asserted  against any Indemnified Party as a  result  of  any
investigation, litigation, suit, action or proceeding (regardless
of  whether an Indemnified Party is a party thereto) arising  out
of,  relating to, or in connection with this Agreement, any other
Loan Document or any transaction or proposed transaction (whether
or  not consummated) financed or to be financed, in whole  or  in
part,  directly or indirectly, with the proceeds of any Borrowing
(other  than costs of the type covered by Section 12.04)  or  any
other transaction contemplated hereby; except to the extent  such
claim,  damage,  loss,  liability, cost or expense  has  resulted
primarily

<PAGE> sf712790                              67


from   such  Indemnified  Party's  gross  negligence  or  willful
misconduct  as  determined by a final  judgment  of  a  court  of
competent   jurisdiction.  Notwithstanding  any  other  provision
contained in this Agreement, this indemnity shall not be  limited
in any way by the passage of time or the occurrence of any event.

     (b)  The Agent, the Arranger and each Lender agree that if any
investigation, litigation, suit, action or proceeding is asserted
or  threatened in writing or instituted against it or  any  other
Indemnified Party, or any remedial, removal or response action is
requested  of  it or any other Indemnified Party, for  which  the
Agent, the Arranger or any Lender may desire indemnity or defense
hereunder, the Agent, the Arranger or such Lender shall  promptly
notify  the  Company thereof in writing and agree, to the  extent
appropriate,  to  consult  with  the  Company  with  a  view   to
minimizing the cost to the Company of its obligations under  this
Section 12.05.  The Company will not be required to pay the  fees
and expenses of more than one counsel for the Indemnified Parties
unless the employment of separate counsel has been authorized  by
the Company, or unless any Indemnified Party reasonably concludes
that  there  may  be  defenses available  to  it  which  are  not
available  to the other Indemnified Parties or that  there  is  a
conflict between its interests and those of the other Indemnified
Parties.

(c)  No action taken by legal counsel chosen by the Agent, the
Arranger or any Lender in defending against any such
investigation, litigation, suit, action or proceeding or
requested remedial, removal or response action shall vitiate or
in any way impair the obligations and duties of the Company
hereunder to indemnify and hold harmless each Indemnified Party;
provided, however, that if the Company is required to indemnify
any Indemnified Party pursuant hereto, neither the Agent nor the
Arranger nor any Lender will settle or compromise any such
investigation, litigation, suit, action or proceeding without the
prior written consent of the Company (which consent shall not be
unreasonably withheld or delayed) so long as the Company has
provided evidence reasonably satisfactory to the Agent, the
Arranger or such Lender that the Company and its Subsidiaries on
a consolidated basis do not at such time have a negative Net
Worth.
     12.06     Right of Set-off.   Upon the occurrence and during the
continuation  of  any  Event of Default, each  Lender  is  hereby
authorized  at  any time and from time to time,  to  the  fullest
extent  permitted  by  law, to set off  and  apply  any  and  all
deposits  in  whatever  currency (general  or  special,  time  or
demand,  provisional  or  final)  at  any  time  held  and  other
indebtedness  at  any time owing by such Lender  to  or  for  the
credit  or the account of the Company against any and all of  the
Obligations,  whether  or not such Lender  shall  have  made  any
demand  under  this  Agreement.  Each Lender agrees  promptly  to
notify the Company after any such set-off and application made by
such  Lender;  provided, however, that the failure to  give  such
notice  shall  not  affect  the  validity  of  such  set-off  and
application.  The rights of each Lender under this Section  12.06
are in addition to any other right or remedy (including any other
right of set-off) which such Lender may have under applicable law
or under any Loan Document.

12.07     Binding Effect.  This Agreement shall become effective
when a counterpart hereof shall have been executed by the Agent
and counterparts hereof executed by the Company and each Lender
shall have been received by the Agent and notice thereof shall
have been given by the Agent to the other parties hereto and
thereafter shall be binding upon and inure to the benefit of the
Company, the Agent and each Lender and their respective
successors and assigns; provided, however, that (a) except as
permitted under clause (b)(ii) of Section 9.03, the Company may
not assign or transfer its rights or
<PAGE> sf712790                              68


obligations  hereunder without the prior written consent  of  all
the  Lenders and (b) the rights of assignment and transfer of the
rights  and  obligations of the Lenders hereunder are subject  to
the provisions of Section 12.08.

     12.08     Assignments, Participations, Etc.

     (a)  Subject to Sections 12.08(b) and 12.08(e):

                (i)  Any Lender may with the prior consent of the
     Company, the Agent, and the Issuing Bank (which consents will not
     be unreasonably withheld and which consent of the Company shall
     not be required if a Default or Event of Default exists) at any
     time assign to one or more Eligible Assignees all or any fraction
     of its Commitment and outstanding Committed Loans in a minimum
     amount of $25,000,000 and in multiples of $1,000,000 in excess
     thereof or, if its Commitment is less than $25,000,000, in the
     amount of its Commitment.

                (ii) Any Lender may without the prior consent  of
     the Company assign to another Lender all or any fraction  of
     its  Commitment and outstanding Committed Loans in a minimum
     amount  of  $5,000,000  and in multiples  of  $1,000,000  in
     excess   thereof  or,  if  the  Commitment  is   less   than
     $5,000,000, in the amount of its Commitment.

               (iii)     Any Lender may at any time assign all or
     any  portion of its rights under this Agreement and any note
     issued  pursuant to Section 2.05 to a Federal Reserve  Bank;
     provided, however, that no such assignment shall release any
     Lender from its obligations hereunder.

                (iv)  Any Lender, if so requested by the  Company
     under   Section  5.09,  shall  assign  to  another  Eligible
     Assignee its entire Commitment and all outstanding Committed
     Loans.

                (v)  Except as provided in Section 12.08(a)(iii),
     no  Lender  may  assign any Bid Loans made by  it  hereunder
     except to another Lender or to any other Person to which  it
     is  also  assigning all or a fraction of its Commitment  and
     outstanding Committed Loans pursuant to Section 12.08(a)(i).

     (b)  No assignment shall become effective, and the Company and
the  Agent  shall  be  entitled to continue to  deal  solely  and
directly  with  each Lender in connection with the  interests  so
assigned by such Lender to an Assignee, until (i) such Lender and
such  Assignee  shall have executed an Assignment and  Assumption
Agreement  substantially  in the form  of  Exhibit  12.08(b)  and
written   notice   of  such  assignment,  payment   instructions,
addresses, and related information with respect to such  Assignee
shall have been given to the Company and the Agent by such Lender
and  such Assignee, in substantially the form of Attachment A  to
Exhibit  12.08 (a "Notice of Assignment"); (ii) a processing  fee
in  the amount of $3,500 shall have been paid to the Agent by the
assignor  Lender  or  the Assignee; and  (iii)  either  (A)  five
Business  Days shall have elapsed after receipt by the  Agent  of
the  items referred to in clauses (i) and (ii) or (B) if earlier,
the  Agent  has notified the assignor Lender and the Assignee  of
its  receipt of the items mentioned in clauses (i) and  (ii)  and
that  it  has  acknowledged the assignment by countersigning  the
Notice of Assignment.

<PAGE> sf712790                              69

     (c)   From  and  after the effective date of any  assignment
hereunder,   (i)   the  Assignee  thereunder  shall   be   deemed
automatically  to have become a party hereto and, to  the  extent
that  rights and obligations hereunder have been assigned to such
Assignee  by  the  assignor Lender, shall  have  the  rights  and
obligations  of  a  Lender hereunder and under  each  other  Loan
Document, and (ii) the assignor Lender, to the extent that rights
and  obligations  hereunder  have been  assigned  by  it  to  the
Assignee, shall be released from its future obligations hereunder
and under each other Loan Document.

(d)  Subject to Section 12.08(e), any Lender may at any time sell
to one or more financial institutions or other Persons (each of
such Persons being herein called a "Participant") participating
interests in any of the Loans, its Commitment or other interests
of such Lender hereunder; provided, however, that
                 (i)    no  participation  contemplated  in  this
     Section 12.08(d) shall relieve such Lender from its Commitment or
     its other obligations hereunder or under any other Loan Document;

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

                (iii)     the Company, the Agent, and the Issuing
     Bank  shall continue to deal solely and directly  with  such
     Lender   in   connection  with  such  Lender's  rights   and
     obligations  under  this  Agreement  and  each  other   Loan
     Document; and

               (iv) no Participant, unless such Participant is an
     Affiliate of such Lender, shall be entitled to require  such
     Lender  to  take or refrain from taking any action hereunder
     or  under  any other Loan Document, except that such  Lender
     may  agree  with any Participant that such Lender will  not,
     without such Participant's consent, take any action  of  the
     type described in Section 12.02.

     The  Company  acknowledges and agrees that each Participant,
for  purposes of Sections 4.05, 4.06, 5.02, 5.03, 5.05,  5.06  or
12.06, shall be considered a Lender; provided, however, that  for
purposes  of  Sections  4.05,  5.02,  5.03,  5.05  and  5.06,  no
Participant  shall  be  entitled  to  receive  any   payment   or
compensation  in  excess  of  that to  which  such  Participant's
selling  Lender  would have been entitled  with  respect  to  the
amount  of  such  Participant's participation  interest  if  such
Lender had not sold such participation interest.

     (e)  No assignment (other than an assignment made pursuant to
Section  12.08(a)(iii)) or participation of any Committed  Loans,
or  Commitments shall be effective, and shall instead be null and
void,  unless it represents an assignment of or participation  in
identical percentages of a Lender's outstanding Tranche A  Loans,
Tranche  B  Loans,  Tranche A Commitment, Tranche  B  Commitment,
"Tranche A Loans," "Tranche B Loans," "Tranche A Commitment"  and
"Tranche B Commitment" (as those quoted terms are defined in  the
North American Timber Agreement).

     12.09     Confidentiality.  Each Lender agrees that all nonpublic
information  provided to it by the Company or  by  the  Agent  on
behalf  of the Company in connection with this Agreement  or  any
other Loan Document or the transactions contemplated

<PAGE> sf712790                              70


hereby  or  thereby will be held and treated by such Lender,  its
agents,   directors,  Affiliates,  officers  and   employees   in
confidence and further agrees and undertakes that neither it  nor
any  of  its  Affiliates shall use any such information  for  any
purpose  or  in  any  manner other than  pursuant  to  the  terms
contemplated  by  this Agreement or relating  to  other  business
transactions between the Company and such Lender. Any Lender  may
disclose  such  information  (a)  at  the  request  of  any  bank
regulatory authority or in connection with an examination of such
Lender  by  any  such  authority or  examiner;  (b)  pursuant  to
subpoena  or other court process; (c) when required to do  so  in
accordance with the provisions of any applicable law; (d) at  the
written  request or the express direction of any other agency  of
any  State  of  the  United States of America  or  of  any  other
jurisdiction  in  which such Lender conducts  its  business;  and
(e)  to  such  Lender's independent auditors, counsel  and  other
professional advisors. Notwithstanding the foregoing, the Company
authorizes each Lender to disclose to any Participant or Assignee
and  any  prospective Participant or Assignee such financial  and
other  information  in  such Lender's possession  concerning  the
Company  or  its  Subsidiaries which has been  delivered  to  the
Lenders pursuant to this Agreement or any other Loan Document  or
which  has  been  delivered  to the Lenders  by  the  Company  in
connection with the Lenders' credit evaluation of the Company and
its  Subsidiaries prior to entering into this Agreement; provided
that  such Participant or Assignee or prospective Participant  or
Assignee   agrees  in  writing  to  such  Lender  to  keep   such
information  confidential to the same extent as required  of  the
Lenders hereunder.

     12.10      Survival.  The obligations of the  Company  under
Sections 4.05, 5.02, 5.03, 5.05, 5.06, 12.04 and 12.05,  and  the
obligations  of  the  Lenders under Sections 4.05(i)  and  11.07,
shall  in  each case survive the repayment of the Loans  and  all
other  Obligations and the termination of this Agreement and  the
Commitments; provided, however, that no request for reimbursement
pursuant  to  such  Sections (other than  Sections  12.04(b)  and
(c)  and  12.05)  may  be made more than  six  months  after  the
termination   of   this  Agreement  and  the  Commitments.    The
representations  and  warranties made  by  the  Company  in  this
Agreement  and  by  each Loan Party in each other  Loan  Document
shall  survive  the execution and delivery of this Agreement  and
such other Loan Document.

12.11     Severability.  Any provision of this Agreement or any
other Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provision in any
other jurisdiction.
12.12     Headings.  The various headings of this Agreement are
inserted for convenience only and shall not affect the meaning or
interpretation of this Agreement or any provisions hereof.
12.13     No Third Parties Benefited.  This Agreement is made and
entered into for the sole protection and legal benefit of the
Company, the Lenders, the Agent and the Agent-Related Persons,
and their permitted successors and assigns, and no other Person
shall be a direct or indirect legal beneficiary of, or have any
direct or indirect cause of action or claim in connection with,
this Agreement or any of the other Loan Documents.
<PAGE> sf712790                              71


     12.14     Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY,
AND  CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE  STATE  OF  NEW
YORK.

12.15     Execution in Counterparts.  This Agreement may be
executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.
12.16     ENTIRE AGREEMENT.   THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE
COMPANY, THE LENDERS AND THE AGENT AND SUPERSEDE ALL PRIOR OR
CONTEMPORANEOUS AGREEMENTS AND UNDERSTANDINGS OF SUCH PERSONS,
VERBAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF EXCEPT
FOR THE FEE LETTER AND ANY PRIOR ARRANGEMENTS MADE WITH RESPECT
TO THE PAYMENT BY THE COMPANY OF (OR ANY INDEMNIFICATION FOR) ANY
FEES, COSTS OR EXPENSES PAYABLE TO OR INCURRED (OR TO BE
INCURRED) BY OR ON BEHALF OF THE AGENT OR THE LENDERS.
12.17     WAIVER OF JURY TRIAL.   EACH OF THE AGENT, THE LENDERS
AND THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.  THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDERS
ENTERING INTO THIS AGREEMENT.
     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Agreement  to be executed by their respective officers  thereunto
duly  authorized,  as of the date first above written.IN  WITNESS
WHEREOF,  the  parties hereto have caused this  Agreement  to  be
executed  by their respective officers thereunto duly authorized,
as of the date first above written.

<PAGE> sf712790                              72




                              GEORGIA-PACIFIC CORPORATION


                              By:  /s/ DANNY W. HUFF
                              Name:       Danny W. Huff
                              Title: Vice President and Treasurer




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



                              BANK OF AMERICA NATIONAL TRUST  AND
                              SAVINGS ASSOCIATION,
                              as  Agent,  Issuing  Bank,  and  as
                              Lender


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



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



                             COMMERZBANK AG,
                             NEW YORK BRANCH,
                             as Documentation Agent


                             By:   /s/ HARRY P. YERGEY
                             Name: Harry P. Yergey
                             Title:    SVP & Manager



                             By:   /s/ BRIAN J. CAMBELL
                             Name: Brian J. Cambell
                             Title:    Vice President



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



                              THE CHASE MANHATTAN BANK,
                              as Co-Syndication Agent

                              By:   /s/ PETER S. PREDUN
                              Name:     Peter S. Predun
                              Title: Vice President


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



                              CITIBANK, N.A.,
                              as Co-Syndication Agent

                              By:   /s/ DAVID L. HARRIS
                              Name:     David L. Harris
                              Title:    Vice President



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



                              THE BANK OF NEW YORK,
                              as Managing Agent

                              By:   /s/ DAVID C. SIEGEL
                              Name:     David C. Siegel
                              Title:    Vice President



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



                             BANK   OF   TOKYO-MITSUBISHI   TRUST
                             COMPANY


                             By:  /s/ M. R. MARRON
                             Name:     M.R. Marron
                             Title:    Vice President & Manager



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

                              CIBC INC.


                              By:  /s/ NORA Q. CATIIS
                              Name:     Nora Q. Catiis
                              Title:    Executive Director




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



                              FIRST NATIONAL BANK OF CHICAGO,
                              as Managing Agent


                              By:  /s/ DAVID T. MCNEELA
                              Name:     David T. McNeela
                              Title:    Vice President



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





                              HSBC BANK USA,
                              as Managing Agent


                              By:  /s/ JEREMY P. BOLLINGTON
                              Name:     Jeremy P. Bollington
                              Title:    Vice President



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



                              THE  SANWA BANK, LIMITED, NEW  YORK
                              BRANCH


                              By:  /s/ MASAHITO OKUBO
                              Name:     Masahito Okubo
                              Title:    Vice President



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



                              THE SUMITOMO BANK, LIMITED


                              By:  /s/ C. MICHAEL GARRIDO
                              Name:     C. Michael Garrido
                              Title:    Senior Vice President




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



                             SUNTRUST BANK, ATLANTA,
                             as Managing Agent


                             By:  /s/ W. DAVID WISDOM
                             Name:     W. David Wisdom
                             Title:    Vice President



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



                              TORONTO DOMINION (TEXAS), INC.,
                              as Managing Agent


                              By:  /s/  SHEILA M. CONLEY
                              Name:     Sheila M. Conley
                              Title:    Vice President




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



                             UBS AG,  STAMFORD BRANCH,
                             as Managing Agent


                             By:  /s/ PAUL R. MORRISON
                             Name:     Paul R. Morrison
                             Title:    Executive Director


                             By:  /s/ ANDREW N. TAYLOR
                             Name:     Andrew N. Taylor
                             Title:    Associate Director



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



                             WACHOVIA BANK NA,
                             as Managing Agent


                             By:  /s/ ANNE L. SAYLES
                             Name:     Anne L. Sayles
                             Title:    Vice President




                    [DO NOT DELETE THIS PAGE]
                 [JUST THROW AWAY ONCE PRINTED]
                                                  Exhibit 2.02(a)

                                           to GP Credit Agreement


                   FORM OF NOTICE OF BORROWING

Bank of America National Trust
  and Savings Association
Agency Administrative Services #5596
Mail Code:  CA 4-706-05-09
1850 Gateway Blvd.
Concord, CA 94520

Attention:  Irene Ruddell, Associate Agency Officer


          Re:  Georgia-Pacific Corporation Credit Agreement
               dated as of July 22, 1999

Ladies and Gentlemen:

     This  Notice  of Borrowing is delivered to you  pursuant  to
Section  2.02(a) of the Credit Agreement, dated as  of  July  22,
1999  (together with all amendments, if any, from  time  to  time
made  thereto,  the  "Credit Agreement"),  among  GEORGIA-PACIFIC
CORPORATION, a Georgia corporation (the "Company"),  the  Lenders
party  thereto,   BANK  OF  AMERICA NATIONAL  TRUST  AND  SAVINGS
ASSOCIATION,  as administrative agent (the "Agent"),  COMMERZBANK
AG,  NEW  YORK  BRANCH,  as Documentation Agent,  and  THE  CHASE
MANHATTAN  BANK  and  CITIBANK, N.A., as  Co-Syndication  Agents.
Unless   otherwise  defined  herein  or  the  context   otherwise
requires,  terms  used herein have the meanings provided  in  the
Credit Agreement.

     The   Company   hereby  requests  the  following   Committed
Borrowing[s]:  [Tranche A Loans in the aggregate principal amount
of  $________________  on,  ______________,  _____  comprised  of
[Eurodollar  Loans  having an Interest Period of_________________
months]  [Reference Rate Loans]; [and] [Tranche B  Loans  in  the
aggregate    principal    amount   of    $________________    on,
______________,  _____ comprised of [Eurodollar Loans  having  an
Interest  Period  of_________________  months]  [Reference   Rate
Loans].

     The  Company hereby certifies and warrants that on the  date
the  Committed Borrowing[s] requested hereby [is/are] made  (both
before  and  after giving effect to the making of such  Committed
Borrowing[s] and after giving effect to the application, directly
or indirectly, of the proceeds thereof):

           (a)   the representations and warranties contained  in
     Article 6 of the Credit Agreement are correct on and (except
     for  representations  and warranties  relating solely  to  a
     particular point in time)  as of such date as though made on
     and as of such date;

          (b)  no Default or Event of Default has occurred and is
     continuing;

           (c)  the proceeds of the Committed Borrowing[s] hereby
     requested  are  being  or will be used  in  accordance  with
     Section 8.01 of the Credit Agreement; and



     <PAGE> sf-709114

          [(d)  [If Tranche A Loans are requested: The sum of the
     aggregate  principal  amount of  (i)  all  Tranche  A  Loans
     outstanding on the date of this request, after giving effect
     to  the  Tranche  A Loans requested hereby;  plus  (ii)  the
     aggregate  principal amount of all Tranche A Bid Loans  then
     outstanding;  plus  (iii)  the  outstanding  Tranche  A  L/C
     Obligations,   and  giving  effect  to  each   payment   and
     prepayment  to be made on the proposed Borrowing date,  will
     be  $_________________, which amount  does  not  exceed  the
     Aggregate Tranche A Commitments as of the Proposed Borrowing
     Date.

          [(e)  [If the Tranche B Loans are requested: The sum of
     the  aggregate principal amount of  (i) all Tranche B  Loans
     outstanding on the date of this request, after giving effect
     to  the  Tranche B Loans  requested hereby;  plus  (ii)  the
     aggregate  principal amount of all Tranche B Bid Loans  then
     outstanding;  (iii) plus the 1996 Facility  Bid  Loans  then
     outstanding;  (iv)  plus  the  outstanding  Tranche  B   L/C
     Obligations,   and  giving  effect  to  each   payment   and
     prepayment to made on the proposed Borrowing date,  will  be
     $_________________,  which  amount  does  not   exceed   the
     Aggregate Tranche B Commitments as of the as of the Proposed
     Borrowing Date.


     The  Company  agrees  that  if prior  to  the  time  of  the
Committed  Borrowing  requested hereby any  matter  certified  to
herein by it will not be true and correct at such time as if then
made,  it  will immediately so notify the Agent.  Except  to  the
extent, if any, that prior to the time of the Committed Borrowing
requested  hereby the Agent shall receive written notice  to  the
contrary from the Company, each matter certified to herein  shall
be  deemed once again to be certified as true and correct at  the
date of such Committed Borrowing as if then made.

     Please wire transfer the proceeds of the Committed Borrowing
requested hereby to the accounts of the following Persons at  the
financial institutions indicated respectively:

Amount to be       Person to be Paid    Name, Address, Etc.

Transferred    Name         Account No.       of Transferee

$____________  ___________  ________

                                        Attention:


$____________  ___________  ________

                                        Attention:


$____________  ___________  ________

                                        Attention:


Balance of                  ________
such    Proceeds:      The              Attention:
Company



<PAGE> sf-709114                        2

     The  Company  has  caused this Notice  of  Borrowing  to  be
executed  and  delivered,  and the certification  and  warranties
contained herein to be made, by its duly authorized officer  this
day of ____________________, ____.


                              GEORGIA-PACIFIC CORPORATION


                              By:
                              Title:



<PAGE> sf-709114                        3

                                                  Exhibit 2.04(a)
                                           to GP Credit Agreement
                 FORM OF COMPETITIVE BID REQUEST

Bank of America National Trust
  and Savings Association
Agency Administrative Services #5596
Mail Code:  CA 4-706-05-09
1850 Gateway Blvd.
Concord, CA 94520

Attention:  Irene Ruddell, Associate Agency Officer

      Re:  Georgia-Pacific Corporation Credit Agreement, dated as
of July 22, 1999

Ladies and Gentlemen:

     This Competitive Bid Request is delivered to you pursuant to
Section  2.04(a) of the Credit Agreement, dated as  of  July  22,
1999  (together with all amendments, if any, from  time  to  time
made  thereto,  the  "Credit Agreement"),  among  GEORGIA-PACIFIC
CORPORATION, a Georgia corporation (the "Company"),  the  Lenders
party  thereto,  BANK  OF  AMERICA  NATIONAL  TRUST  AND  SAVINGS
ASSOCIATION, , as administrative agent (the "Agent"), COMMERZBANK
AG,  NEW  YORK  BRANCH,  as Documentation Agent,  and  THE  CHASE
MANHATTAN  BANK  and  CITIBANK, N.A., as  Co-Syndication  Agents.
Unless   otherwise  defined  herein  or  the  context   otherwise
requires,  terms  used herein have the meanings provided  in  the
Credit Agreement.

     The  Company  hereby requests that the Lenders  (or  any  of
them)  furnish Competitive Bids for [Tranch A or Tranche  B]  Bid
Loan[s],  subject  to  the  terms of  the  Credit  Agreement,  as
follows:

           (a)   date of Bid Borrowing (which is a Business  Day)
     for  the  Bid  Loan[s] that will result from the Competitive
     Bids requested hereby: ____________, ____.

           (b)  maximum aggregate principal amount of Bid Loan[s]
     that will result from the Competitive Bids requested hereby:
     $_______________,   which shall not [for  a  Tranche  A  Bid
     Borrowing: exceed the Available Tranche A Commitments on the
     date such Bid Borrowing[s] [is/are] to be made (after giving
     effect   to  each  payment  and  prepayment  made  on   such
     date)][for  a Tranche B Bid Borrowing: exceed the  Available
     Tranche  B  Commitments  on the date such  Bid  Borrowing[s]
     [is/are] to be made (after giving effect to each payment and
     prepayment made on such date)].

          (c)  The maturity date or dates for partial or complete

<PAGE> sf-709112

          repayment   of  each  Bid  Loan  resulting   from   the
          Competitive  Bids requested hereby <F1> (including,  in
          the  case of each partial repayment, the amount  to  be
          repaid).

  Principal Amount   Date of Complete    Date[s] of Partial    Amount[s] to be
                        Repayment            Repayment              Repaid





           (d)   Type of  Bid Loan[s] for which Competitive  Bids
     are  requested:   [Base  Rate  Bid  Loans  bearing  interest
     calculated on the basis of a year consisting of 360 days and
     actual days elapsed and with [insert interest rate basis for
     Base Rate Bid Loans]] [Fixed Rate Bid Loans].

          (e)  The following additional terms shall be applicable
     to  the  Bid  Loan[s]  resulting from the  Competitive  Bids
     requested hereby: <F2>

     The  Company hereby certifies that on the date  the  Bid
Borrowing  resulting  from  the  Competitive  Bids  requested
hereby  is made (both before and after giving effect  to  the
making  of such Bid Borrowing and after giving effect to  the
application,   directly  or  indirectly,  of   the   proceeds
thereof):

           (1)   the representations and warranties contained
     in  Article 6 of the Credit Agreement are correct on and
     (except  for  representations  and warranties   relating
     solely  to  a particular point in time)  as of such date
     as though made on and as of such date;

           (2)   no  Default or Event of Default has occurred
     and is continuing;

           (3)  The sum of the aggregate principal amount  of
     [(i) all Tranche A Bid Loans outstanding on the date  of
     the  Bid  Borrowing[s]  requested hereby,  after  giving
     effect to the Tranche A Bid Loan[s] resulting from  this
     Competitive Bid Request; plus (ii) Tranche A Loans  then
     outstanding;  plus (iii) the outstanding Tranche  A  L/C
     Obligations,  and  giving effect  to  each  payment  and
     prepayment   to   be  made  on  such   date,   will   be
     $_________________,  which amount does  not  exceed  the
     Aggregate Tranche A Commitments][[(i) all Tranche B  Bid
     Loans  outstanding on the date of the  Bid  Borrowing[s]
     requested  hereby, after giving effect to the Tranche  B
     Bid Loan[s] resulting from this Competitive Bid Request;
     plus  (ii) Tranche B Loans then outstanding; plus  (iii)
     the  aggregate principal amount of all 1996 Facility Bid
     Loans   then  outstanding;  plus  (iv)  the  outstanding
     Tranche  B  L/C Obligations, and giving effect  to  each
     payment and prepayment to be made on such date, will  be
     $_________________,  which amount does  not  exceed  the
     Aggregate Tranche B Commitments];

     <F1>  No such date may occur after the Tranche A Termination
Date or the Tranche B Termination Date, as applicable.

     <F2>  Such  additional terms may include  terms  similar  to
Section  2.08  of  the  Credit  Agreement  and  terms  specifying
prepayment rights of the Company.

<PAGE> sf-709112                        2

     The  Company  agrees that if prior to the time  of  the  Bid
Borrowing requested hereby any matter certified to herein  by  it
will  not  be true and correct at such time as if then  made,  it
will  immediately so notify the Agent.  Except to the extent,  if
any, that prior to the time of the Bid Borrowing requested hereby
the  Agent shall receive written notice to the contrary from  the
Company,  each  matter certified to herein shall be  deemed  once
again to be certified as true and correct at the date of such Bid
Borrowing as if then made.

     [Wire   transfer  instructions  with  respect  to  the   Bid
Borrowing  requested hereby will be furnished  at  the  time  the
Company accepts any Competitive Bids.]  Please wire transfer  the
proceeds of the Bid Borrowing requested hereby to the accounts of
the  following  Persons  at the financial institutions  indicated
respectively:

     financial institutions indicated respectively:

Amount to be       Person to be Paid    Name, Address, Etc.

Transferred    Name         Account No.       of Transferee

$____________  ___________  ________

                                        Attention:


$____________  ___________  ________

                                        Attention:


$____________  ___________  ________

                                        Attention:


Balance of                   ________
such Proceeds:  The Company             Attention:


     The  Company has caused this Competitive Bid Request  to  be
executed  and  delivered,  and the certification  and  warranties
contained herein to be made, by its duly authorized officer  this
day of ____________, _____.


                              GEORGIA-PACIFIC CORPORATION


                              By:
                              Title:



<PAGE> sf-709112                        3

                                                  Exhibit 2.05(b)
                                           to GP Credit Agreement


                     FORM OF PROMISSORY NOTE

                  ([Tranche A/Tranche B] Loans)



$_________________                          _______________, ____



     For value received, on [ ], 200[ ], the undersigned promises
to          pay          to         the         order          of
                  (the "Lender") at the office of BANK OF AMERICA
NATIONAL  TRUST AND SAVINGS ASSOCIATION (the "Agent"),  specified
in  the Credit Agreement referred to below, $____________ or,  if
less,  the  aggregate  unpaid principal amount  of  all  [Tranche
A/Tranche B] Loans made by the Lender to the undersigned pursuant
to  the  Credit  Agreement (as defined below), as  shown  in  the
schedule attached hereto (and any continuation thereof).

     The  undersigned also promises to pay interest on the unpaid
principal  amount hereof from time to time outstanding  from  the
date hereof until maturity (whether by acceleration or otherwise)
and,  after maturity, until paid, at the rates per annum  and  on
the dates specified in the Credit Agreement.

     Payments  of both principal and interest are to be  made  in
lawful  money of the United States of America and in  immediately
available funds.

     This   Promissory  Note  is  one  of  the  promissory  notes
evidencing  [Tranche  A/Tranche B] Loans  described  in,  and  is
subject  to  the  terms and provisions of, the Credit  Agreement,
dated  as  of  July  22, 1999 among GEORGIA-PACIFIC  CORPORATION,
certain  financial  institutions  (including  the  Lender)  party
thereto,   the  Agent,  COMMERZBANK  AG,  NEW  YORK  BRANCH,   as
Documentation  Agent, and THE CHASE MANHATTAN BANK and  CITIBANK,
N.A.,  as  Co-Syndication Agents (as from time to  time  amended,
modified, or supplemented, the "Credit Agreement").  Reference is
hereby  made  to  the  Credit Agreement for a  statement  of  the
prepayment  rights  and  obligations  of  the  undersigned,   the
guaranty  of  this Promissory Note, and the terms and  conditions
under  which  the  due  date  of  this  Promissory  Note  may  be
accelerated.

     This Promissory Note may only be assigned as provided in the
Credit Agreement.

     The  undersigned  promises to pay all costs  of  collection,
including  reasonable attorney's fees, incurred in the collection
of this Promissory Note.

     The  undersigned  hereby  waives  presentment  for  payment,
demand, protest, and notice of dishonor.


<PAGE> sf-709086                        1

     THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED  IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


                              GEORGIA-PACIFIC CORPORATION


                              By:_______________________________

                              Title:_____________________________



<PAGE> sf-709086                        2

<TABLE>

                          LOANS AND PRINCIPAL PAYMENTS

<CAPTION>

     Amount of Loan Made                       Amount of Principal Repaid         Unpaid Principal Balance

<S>     <C>       <C>         <C>         <C>        <C>         <C>    <C>         <C>

Date    Reference Eurodollar  Interest    Reference  Eurodollar  Total  Eurodollar  Made by
        Rate Loan Loan        Period (if  Rate Loan  Loan               Made by
                              Applicable)

























</TABLE>

<PAGE> sf-709086                        3

                                                                 Exhibit 2.05(c)
                                                          to GP Credit Agreement


                     FORM OF PROMISSORY NOTE

                 (Tranche A/Tranche B Bid Loans)

$_________________                          _______________, ____



     For   value   received,  on  ________________,  _____,   the
undersigned
          promises     to     pay     to     the     order     of
                                      (the  "Lender")  in  lawful
money of the United States and in immediately available funds the
principal amount of $___________________ and interest thereon  at
the rate of ____% per annum, as well after as before maturity, at
the Lender's office specified in the Credit Agreement referred to
below.   Interest will be computed on the basis of a year of  360
days and actual days elapsed.

     This   Promissory  Note  is  one  of  the  promissory  notes
evidencing  [Tranch A/Tranche B] Bid Loans described in,  and  is
subject  to  the  terms and provisions of, the  Credit  Agreement
dated  as  of  July  22, 1999 among GEORGIA-PACIFIC  CORPORATION,
certain  banks (including the Lender) party thereto,  the  Agent,
COMMERZBANK AG, NEW YORK BRANCH, as Documentation Agent, and  THE
CHASE MANHATTAN BANK and CITIBANK, N.A., as Co-Syndication Agents
(as  from  time  to time amended, modified, or supplemented,  the
"Credit  Agreement").  Reference is hereby  made  to  the  Credit
Agreement   for  a  statement  of  the  prepayment   rights   and
obligations  of the undersigned, the guaranty of this  Promissory
Note  and  the terms and conditions under which the due  date  of
this   Promissory  Note  may  be  accelerated.   The  undersigned
promises  to  pay  all costs of collection, including  reasonable
attorney's  fees, incurred in the collection of  this  Promissory
Note.

     The  undersigned  hereby  waives  presentment  for  payment,
demand, protest, and notice of dishonor.

     This Promissory Note may only be assigned as provided in the
Credit Agreement.

     THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED  IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


                              GEORGIA-PACIFIC CORPORATION



                              By: ________________________________
                              Title:_______________________________



<PAGE> sf-709086                        4

                                                  Exhibit 2.11(b)
                                            to GP Credit Agreement


            FORM OF NOTICE OF CONVERSION/CONTINUATION

Bank of America National Trust
  and Savings Association
Agency Administrative Services #5596
Mail Code:  CA 4-706-05-09
1850 Gateway Blvd.
Concord, CA 94520

Attention:  Irene Ruddell, Associate Agency Officer

     Re:  Georgia-Pacific Corporation Credit Agreement,
          dated as of July 22, 1999

Ladies and Gentlemen:

     This  Notice of Conversion/Continuation is delivered to  you
pursuant to Section 2.11(b) of the Credit Agreement, dated as  of
July 22, 1999 (together with all amendments, if any, from time to
time made thereto, the "Credit Agreement"), among GEORGIA-PACIFIC
CORPORATION, a Georgia corporation (the "Company"),  the  Lenders
party  thereto,  BANK  OF  AMERICA  NATIONAL  TRUST  AND  SAVINGS
ASSOCIATION,  as administrative agent (the "Agent"),  COMMERZBANK
AG,  NEW  YORK  BRANCH,  as Documentation Agent,  and  THE  CHASE
MANHATTAN  BANK  and  CITIBANK, N.A., as  Co-Syndication  Agents.
Unless   otherwise  defined  herein  or  the  context   otherwise
requires,  terms  used herein have the meanings provided  in  the
Credit Agreement.

     The Company hereby requests that on ______________, ____,

     (1)   $__________  of  the presently  outstanding  principal
amount  of  the [Tranche A/Tranche B] Committed Loans  originally
made on __________, ____ ;

     (2)   all  presently  being maintained  as  [Reference  Rate
Loans] [Eurodollar Loans];<F1>

     (3)  be [converted into] [continued as];

     (4)    [Eurodollar  Loans  having  an  Interest  Period   of
_________ months] [Reference Rate Loans].<F1>

     The     Company     has    caused     this     Notice     of
Conversion/Continuation to be executed and delivered by its  duly
authorized officer this __  day of _____________, ____.


                              GEORGIA-PACIFIC CORPORATION


                              By:
                              Title:


<F1> Select appropriate interest rate option.

<PAGE> sf-709120

                                                 [Execution Copy]



                       SUBSIDIARY GUARANTY

     THIS  SUBSIDIARY GUARANTY (the "Guaranty"), dated as of July
22,  1999,  is  made by NORTH AMERICAN TIMBER CORP.,  a  Delaware
corporation;  UNISOURCE WORLDWIDE, INC., a Delaware  corporation;
GREAT   NORTHERN   NEKOOSA  CORPORATION,  a  Maine   corporation;
BRUNSWICK PULP & PAPER COMPANY, a Delaware corporation;  GEORGIA-
PACIFIC   WEST,   INC.,   an  Oregon  corporation;   G-P   GYPSUM
CORPORATION, a Delaware corporation; LEAF RIVER FOREST  PRODUCTS,
INC.,  a  Delaware corporation; NEKOOSA PACKAGING CORPORATION,  a
Delaware  corporation;  and  NEKOOSA  PAPERS  INC.,  a  Wisconsin
corporation (collectively, the "Guarantors" and, individually,  a
"Guarantor"),  in  favor of BANK OF AMERICA  NATIONAL  TRUST  AND
SAVINGS   ASSOCIATION,   a  national  banking   association,   as
administrative agent (in such capacity, the "Agent") for each  of
the Lenders (as defined below).

                            RECITALS:

A.   Pursuant to the Credit Agreement, dated as of July 22,  1999
     (together  with  all  amendments,  supplements,  and   other
     modifications,  if  any, from time to time  thereafter  made
     thereto,  the  "Credit  Agreement"),  among  Georgia-Pacific
     Corporation,  a  Georgia corporation ("Georgia-Pacific")  as
     borrower, the various commercial lending and other financial
     institutions  (individually, a "Lender"  and,  collectively,
     the  "Lenders")  as are, or may from time  to  time  become,
     party  thereto, the Agent, Commerzbank AG, New York  Branch,
     as  Documentation  Agent, and The Chase Manhattan  Bank  and
     Citibank,  N.A. as Co-Syndication Agents, the  Lenders  have
     extended commitments (the "Commitments") to make loans  (the
     "Loans")  to Georgia-Pacific, and to extend other  financial
     accommodations  to  or for the account  of  Georgia-Pacific,
     which  Loans and other financial accommodations  are  to  be
     unconditionally  guaranteed  by  each  Principal  Subsidiary
     of  Georgia-Pacific  (which Principal Subsidiaries  are  the
     Guarantors hereunder).

B.   As  a  condition  precedent to the initial  Loan  under  the
     Credit Agreement, each Guarantor is required to execute  and
     deliver this Guaranty.

C.   Each  Guarantor has duly authorized the execution, delivery,
     and performance of this Guaranty.

D.   It  is  in  the best interests of each Guarantor to  execute
     this   Guaranty  inasmuch  as  such  Guarantor  will  derive
     substantial direct and indirect benefits from the Loans made
     to   Georgia-Pacific  by  the  Lenders  under   the   Credit
     Agreement.

     NOW  THEREFORE,  for  good and valuable  consideration,  the
receipt  of which is hereby acknowledged, and in order to  induce
the Lenders to make Loans (including the initial Loans) to

<PAGE> sf-709121

Georgia-Pacific pursuant to the Credit Agreement, each  Guarantor
agrees, for the benefit of each Lender, as follows:

                           ARTICLE 13
                           DEFINITIONS

     Unless  otherwise  defined herein or the  context  otherwise
requires, terms used in this Guaranty, including its preamble and
recitals, have the meanings provided in the Credit Agreement.

                           ARTICLE 14
                       GUARANTY PROVISIONS

     14.01     Guaranty.

     Each  Guarantor,  jointly and severally, hereby  absolutely,
unconditionally, and irrevocably:

     (a)  guarantees the full and punctual payment when due, whether
at   stated   maturity,  by  required  prepayment,   declaration,
acceleration,  demand,  or  otherwise,  of  all  Obligations   of
Georgia-Pacific  and  each  other Loan  Party  (other  than  such
Guarantor)  now or hereafter existing under the Credit  Agreement
and  each  other  Loan Document to which it is or  may  become  a
party,  whether  for  principal,  interest,  fees,  expenses,  or
otherwise (including all such amounts which would become due  but
for  the operation of the automatic stay under Section 362(a)  of
the  United  States Bankruptcy Code, 11 U.S.C. 362(a)),  and  the
operation  of  Sections 502(b) and 506(b) of  the  United  States
Bankruptcy Code, 11 U.S.C. 502(b) and 506(b)); and

        (b)  indemnifies and holds harmless the Agent and each
Lender for any and all out-of-pocket costs and expenses (including
the out-of-pocket expenses and reasonable fees of counsel and the
allocated cost of in-house counsel retained by the Agent or such
Lender) incurred by the Agent or such Lender in preserving and
enforcing any rights under this Guaranty;

provided, however, that each Guarantor shall be liable under this
Guaranty  for the maximum amount of such liability that  can
be  hereby incurred without rendering this Guaranty,  as  it
relates  to  such Guarantor, voidable under  applicable  law
relating  to  fraudulent obligations, fraudulent conveyance,
or  fraudulent  transfer, and not for  any  greater  amount.
This Guaranty constitutes a guaranty of payment when due and
not  of  collection  or of performance, and  each  Guarantor
specifically  agrees  that  it shall  not  be  necessary  or
required  that the Agent or any Lender exercise  any  right,
assert any claim or demand, or enforce any remedy whatsoever
against Georgia-Pacific, any other Loan Party, or any  other
Person  before or as a condition to the obligations of  each
Guarantor hereunder.

     14.02     Acceleration of Guaranty.

     Subject to the proviso of Section 2.1, each Guarantor agrees
that,  in the event of the occurrence and continuance of an Event
of  Default and the acceleration of the Obligations in accordance
with  the terms of the Credit Agreement, each Guarantor will  pay
to  the  Agent and the Lenders forthwith the full amount  of  the
Obligations.

<PAGE> sf-709121                   2

     14.03     Guaranty Absolute, etc.

     This  Guaranty  shall  in  all  respects  be  a  continuing,
absolute, unconditional, and irrevocable guaranty of payment, and
shall  remain  in full force and effect until all Obligations  of
Georgia-Pacific and each other Loan Party have been paid in  cash
in  full,  and  all  Commitments  shall  have  terminated.   Each
Guarantor guarantees that the Obligations of Georgia-Pacific  and
each  other  Loan Party will be paid strictly in accordance  with
the  terms  of the Credit Agreement and each other Loan  Document
under  which  they arise, regardless of any law,  regulation,  or
order  now  or hereafter in effect in any jurisdiction  affecting
any  of such terms or the rights of the Agent or any Lender  with
respect  thereto.   The  liability of each Guarantor  under  this
Guaranty   shall  be  absolute,  unconditional,  and  irrevocable
irrespective of:

     (a)  any lack of validity, legality, or enforceability of the
Credit Agreement or any other Loan Document;

     (b)  the failure of the Agent or any Lender:

          (i)     to assert any claim or demand or to enforce any right or
     remedy against Georgia-Pacific, any other Loan Party, or any
     other Person (including any other guarantor) under the provisions
     of the Credit Agreement, any other Loan Document, or otherwise;
     or

         (ii)     to exercise any right or remedy against any other
     guarantor of, or any collateral securing, any Obligations of
     Georgia-Pacific or any other Loan Party;

     (c)  any change in the time, manner, or place of payment of, or
in  any  other  term  of,  all  or  any  of  the  Obligations  of
Georgia-Pacific or any other Loan Party, or any other  extension,
compromise,  or renewal of any Obligations of Georgia-Pacific  or
any other Loan Party;

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

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

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

<PAGE> sf-709121                   3

     (g)  any other circumstance which might otherwise constitute a
defense  available  to,  or a legal or  equitable  discharge  of,
Georgia-Pacific,  any  other  Loan  Party,  any  surety,  or  any
guarantor.

     14.04     Reinstatement, etc.

     Each  Guarantor agrees that this Guaranty shall continue  to
be effective or be reinstated, as the case may be, if at any time
any  payment  (in whole or in part) of any of the Obligations  is
rescinded  or  must otherwise be restored by  the  Agent  or  any
Lender,  upon  the  insolvency, bankruptcy, or reorganization  of
Georgia-Pacific,  any  other Loan Party,  or  otherwise,  all  as
though such payment had not been made.

     14.05     Waiver, etc.

     Each  Guarantor hereby waives promptness, diligence,  notice
of  acceptance, and any other notice with respect to any  of  the
Obligations of Georgia-Pacific or any other Loan Party  and  this
Guaranty  and  any  requirement that  the  Agent  or  any  Lender
protect,  secure,  perfect, or insure any  security  interest  or
lien,  or  any property subject thereto, or exhaust any right  or
take any action against Georgia-Pacific, any other Loan Party, or
any   other  Person  (including  any  other  guarantor)  or   any
collateral  securing  the Obligations of Georgia-Pacific  or  any
other Loan Party, as the case may be.

     14.06     Subordination.

     Until such time as the Guaranteed Obligations have been paid
and  performed in full and the period of time has expired  during
which  any payment made by Georgia-Pacific, a Guarantor,  or  any
other  guarantor of the Guaranteed Obligations to  Agent  may  be
subsequently   invalidated,  declared   to   be   fraudulent   or
preferential,  set aside, or required to be repaid  by  Agent  or
paid  over  to a trustee, receiver, or any other entity,  whether
under  any  bankruptcy act or otherwise (any such  payment  being
hereinafter referred to as a "Preferential Payment"),  any  claim
or  other  rights which any Guarantor may now have  or  hereafter
acquire  against  Georgia-Pacific or such  other  guarantor  that
arises  from  the  existence or performance  of  any  Guarantor's
obligations under this Guaranty or any other agreement (all  such
claims  and  rights being hereinafter referred to as "Guarantor's
Conditional Rights"), including, without limitation, any right of
subrogation,   reimbursement,   exoneration,   contribution,   or
indemnification, any right to participate in any claim or  remedy
of  Agent  or such other guarantor or any collateral which  Agent
now  has or hereafter acquires, whether or not such claim, remedy
or  right arises in equity or under contract, statute, or  common
law,  by  any  payment  made hereunder or  otherwise,  including,
without  limitation, the right to take or receive  from  Georgia-
Pacific or such other guarantor, directly or indirectly, in  cash
or  other  property or by setoff or in any other manner, payment,
or  security on account of such claim or other rights,  shall  be
subordinate  to Agent's right to full payment and performance  of
the  Guaranteed Obligations, and each Guarantor shall not enforce
Guarantor's Conditional Rights until such time as the  Guaranteed
Obligations have been paid and performed in full and  the  period
of  time  has  expired during which any payment made by  Georgia-
Pacific  or  a  Guarantor to Agent may  be  determined  to  be  a
Preferential Payment.

     14.07     Successors, Transferees and Assigns; Transfers  of
Loans, etc.  This Guaranty shall:

<PAGE> sf-709121                   4


     (a)   be  binding  upon each Guarantor, and its  successors,
transferees, and assigns; and

(b)  inure to the benefit of and be enforceable by the Agent and
each Lender.
Without limiting the generality of subsection (b), any Lender may
     assign or otherwise transfer (in whole or in part) any  Loan
     held  by it to any other Person, and such other Person shall
     thereupon  become  vested with all rights  and  benefits  in
     respect  thereof  granted  to such  Lender  under  any  Loan
     Document  (including  this Guaranty) or otherwise,  subject,
     however,  to  any contrary provisions in such assignment  or
     transfer, and to the provisions of Section 12.08 and Article
     11 of the Credit Agreement.

     14.08     Payments Free and Clear of Taxes, etc.

     Each Guarantor hereby agrees that:

     (a)  Subject to paragraph (e) below, any and all payments made by
each  Guarantor hereunder to or for the account of the  Agent  or
any  Lender (other than on account of a Bid Loan, except  to  the
extent  otherwise specified as being applicable to any  such  Bid
Loan) shall be made in accordance with Section 3.03 of the Credit
Agreement free and clear of, and without deduction or withholding
for,  any  and  all  present or future  taxes,  levies,  imposts,
deductions,  charges  or withholdings, and all  liabilities  with
respect thereto, excluding (i) such taxes (including income taxes
or  franchise taxes or branch profit taxes) as are imposed on  or
measured by the Agent's or such Lender's net income and (ii) such
taxes  as  are  imposed by a jurisdiction other than  the  United
States  of America or any political subdivision thereof and  that
would not have been imposed but for the existence of a connection
between  the  Agent or such Lender and the jurisdiction  imposing
such taxes (other than a connection arising principally by reason
of  the Credit Agreement or this Guaranty) (all such non-excluded
taxes,  levies,  imposts, deductions, charges, withholdings,  and
liabilities  being hereinafter referred to as "Taxes").   If  any
Guarantor  shall  be required by law to deduct  or  withhold  any
Taxes  from  or  in respect of any sum payable hereunder  to  the
Agent or any Lender:

           (i)   the sum payable shall be increased as may be necessary
     so  that  after  making  all required deductions  (including
     deductions applicable to additional sums payable under  this
     Section 2.8) the Agent or such Lender receives an amount equal to
     the sum it would have received had no such deductions been made;

          (ii)   such Guarantor shall make such deductions; and

          (iii)  such Guarantor shall pay the full amount deducted
     to  the  relevant  taxation authority or other  governmental
     authority in accordance with applicable law.

     (b)  Each Guarantor shall pay any present or future stamp or
documentary taxes or any other sales, excise, or property  taxes,
charges,  or  similar levies which arise from  any  payment  made
hereunder or from the execution, delivery,

<PAGE> sf-709121                   5


     or  registration  of,  or otherwise with  respect  to,  this
     Guaranty (other than on account of a Bid Loan, except to the
     extent  otherwise specified as being applicable to such  Bid
     Loan) (hereinafter referred to as "Other Taxes")

     (c)  Subject to subsection (e) below, each Guarantor, jointly and
severally,  hereby indemnifies and holds harmless the  Agent  and
each  Lender  for  the  full  amount  of  Taxes  or  Other  Taxes
(including  any Taxes or Other Taxes imposed by any  jurisdiction
on  amounts payable under this Section 2.6) paid by the Agent  or
such Lender and any liability (including penalties, interest  and
expenses)  arising therefrom or with respect thereto, whether  or
not such Taxes or Other Taxes were correctly or legally asserted;
provided,  however,  that  the Agent and  each  Lender  agree  to
contest in good faith any Taxes or Other Taxes that the Agent  or
such   Lender,  in  its  sole  discretion,  believes  have   been
incorrectly asserted.  A certificate as to the amount demanded by
the  Agent  or any Lender, or the Agent on behalf of any  Lender,
absent manifest error, shall be binding and conclusive.

(d)  Within 30 days after the date of any payment of Taxes or
Other Taxes, each Guarantor shall furnish to the Agent the
original or a certified copy of a receipt evidencing payment
thereof or other evidence of payment reasonably satisfactory to
the Agent.

(e)  Each Lender shall, promptly upon the request of any
Guarantor to that effect, deliver to the Agent and such Guarantor
such accurate and complete forms or similar documentation as may
be required from time to time by any applicable law, treaty, rule
or regulation in order to establish (if appropriate) such
Lender's tax status for withholding purposes or may otherwise be
appropriate to eliminate or minimize any Taxes on payments under
this Guaranty.  The provisions of Sections 3.05(f), (g), (h), and
(i) of the Credit Agreement are hereby incorporated by reference
into this Guaranty as if fully stated herein, except that each
reference to the "Company" contained therein shall be deemed to
be a reference to the "Guarantors" for purposes of this Guaranty.

(f)  Without prejudice to the survival of any other agreement of
each Guarantor hereunder, the agreements and obligations of each
Guarantor contained in this Section 2.8 shall survive the payment
in full of the principal of and interest on the Loans.

                           ARTICLE 15
                 REPRESENTATIONS AND WARRANTIES

     15.01     Representations and Warranties.

     Each Guarantor hereby makes each of the representations  and
warranties  made by Georgia-Pacific in the Credit  Agreement,  to
the  extent  that  any such representation or  warranty  made  by
Georgia-Pacific  in the Credit Agreement shall be  applicable  to
such  Guarantor,  its  Subsidiaries,  or  any  of  its  or  their
properties.

<PAGE> sf-709121                   6

                           ARTICLE 16
                         COVENANTS, ETC.

     16.01     Affirmative Covenants.

     Each  Guarantor covenants and agrees that, so  long  as  any
portion  of  the Obligations shall remain unpaid  or  any  Lender
shall  have  any  outstanding Commitment,  such  Guarantor  will,
unless  the Required Lenders shall otherwise consent in  writing,
duly keep, perform, and observe for the benefit of the Agent  and
the Lenders each and every covenant set forth in Article 8 of the
Credit  Agreement to the extent that any such covenant  shall  be
applicable to such Guarantor, any of its Subsidiaries, or any  of
its  or  their properties (all of which covenants, together  with
related   definitions  and  ancillary  provisions,   are   hereby
incorporated herein by reference as if such terms were set  forth
herein  in full), without regard to any termination of the Credit
Agreement.

     16.02     Negative Covenants.

     Each  Guarantor covenants and agrees that, so  long  as  any
portion  of  the Obligations shall remain unpaid  or  any  Lender
shall  have  any  outstanding Commitment,  such  Guarantor  will,
unless  the Required Lenders shall otherwise consent in  writing,
duly keep, perform, and observe for the benefit of the Agent  and
the Lenders each and every covenant set forth in Article 9 of the
Credit  Agreement to the extent that any such covenant  shall  be
applicable to such Guarantor, any of its Subsidiaries, or any  of
its  or  their properties (all of which covenants, together  with
related   definitions  and  ancillary  provisions,   are   hereby
incorporated herein by reference as if such terms were set  forth
herein  in full), without regard to any termination of the Credit
Agreement.

                           ARTICLE 17
                    MISCELLANEOUS PROVISIONS

     17.01     Loan Document.

     This  Guaranty is a Loan Document executed pursuant  to  the
Credit  Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with
the  terms and provisions thereof, including, without limitation,
Article 12 of the Credit Agreement.

     17.02      Binding on Successors, Transferees  and  Assigns;
Assignment.

     In  addition to, and not in limitation of, Section 2.7, this
Guaranty shall be binding upon each Guarantor and its successors,
transferees, and assigns and shall inure to the benefit of and be
enforceable  by  the  Agent, each Lender,  and  their  respective
successors, transferees, and assigns (to the full extent provided
pursuant  to  Section 2.7); provided, however, that no  Guarantor
may assign any of its obligations hereunder.

     17.03     Amendment, etc.

     No amendment to or waiver of any provision of this Guaranty,
nor consent to any departure by any Guarantor herefrom, shall  in
any  event  be effective unless the same shall be in writing  and
signed  by  the  Guarantors, the Agent and consented  to  by  the
Required  Lenders  (or, as provided in Section  12.02(e)  of  the
Credit  Agreement, all Lenders), and then such waiver or  consent
shall  be  effective only in the specific instance  and  for  the
specific purpose for which given.

     17.04     Addresses for Notices to each Guarantor.

     All  notices  and  other  communications  hereunder  to  any
Guarantor shall be in writing (including by facsimile) and mailed

<PAGE> sf-709121                   7

by  overnight delivery, transmitted by facsimile, or delivered to
it,  addressed to it at the address set forth below its signature
hereto  or at such other address as shall be designated  by  such
Guarantor  in  a  written  notice to the  Agent  at  the  address
specified  in the Credit Agreement complying as to delivery  with
the  terms  of  this  Section 5.4.  All such  notices  and  other
communications  shall be effective, if transmitted  by  facsimile
when   transmitted  or,  if  mailed  by  overnight  delivery   or
delivered, upon delivery, addressed as aforesaid

     17.05     No Waiver; Remedies.

     In  addition to, and not in limitation of, Sections 2.3  and
2.5,  no  failure  on  the part of the Agent  or  any  Lender  to
exercise,  and no delay in exercising, any right hereunder  shall
operate  as  a  waiver thereof; nor shall any single  or  partial
exercise  of  any right hereunder preclude any other  or  further
exercise  thereof  or  the  exercise of  any  other  right.   The
remedies herein provided are cumulative and not exclusive of  any
remedies provided by law.

     17.06     Section Captions.

     Section  captions used in this Guaranty are for  convenience
of  reference only, and shall not affect the construction of this
Guaranty.

     17.07     Setoff.

     In  addition  to, and not limitation of, any rights  of  the
Agent  or  any  Lender under applicable law, the Agent  and  each
Lender  shall, upon the occurrence and during the continuance  of
any Event of Default, have the right to appropriate and apply  to
the  payment  of the obligations of each Guarantor  owing  to  it
hereunder,  whether  or  not  then due,  any  and  all  balances,
credits, deposits, accounts or moneys of such Guarantor  then  or
thereafter  maintained with the Agent or such  Lender;  provided,
however,  that  any such appropriation and application  shall  be
subject  to  the  provisions  of  Section  3.06  of  the   Credit
Agreement.   Each Lender agrees promptly to notify  the  relevant
Guarantor  after  any such setoff and application  made  by  such
party;  provided, however, that the failure to give  such  notice
shall  not  affect  the validity of such setoff and  application.
The  rights  of the Agent and each Lender under this Section  5.7
are in addition to any other right or remedy (including any other
right of set off) which the Agent or such Lender may have.

     17.08     Severability.

     Wherever  possible each provision of this Guaranty shall  be
interpreted  in  such manner as to be effective and  valid  under
applicable  law, but if any provision of this Guaranty  shall  be
prohibited by or invalid under such law, such provision shall  be
ineffective  to  the  extent of such prohibition  or  invalidity,
without  invalidating  the remainder of  such  provision  or  the
remaining provisions of this Guaranty.

     17.09     Governing Law, etc.

     THIS  GUARANTY  SHALL  BE  GOVERNED  BY  AND  CONSTRUED   IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.  THIS  GUARANTY
AND  THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AND
UNDERSTANDING  AMONG  THE  PARTIES TO  THE  LOAN  DOCUMENTS  WITH
RESPECT  TO  THE SUBJECT MATTER THEREOF AND SUPERSEDE  ALL  PRIOR
AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO, EXCEPT FOR THE
FEE  LETTER  AND ANY PRIOR ARRANGEMENT MADE WITH RESPECT  TO  THE
PAYMENT  BY ANY LENDER OF (OR ANY INDEMNIFICATION FOR) ANY  FEES,
COSTS  OR EXPENSES PAYABLE TO OR INCURRED (OR TO BE INCURRED)  BY
OR ON BEHALF OF THE AGENT OR ANY LENDER.

<PAGE> sf-709121                   8



     17.10     Waiver of Jury Trial.

     EACH   GUARANTOR   HEREBY   KNOWINGLY,   VOLUNTARILY,    AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY EAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER,
OR IN CONNECTION WITH, THIS GUARANTY. EACH GUARANTOR ACKNOWLEDGES
AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR  THIS  PROVISION  AND  THAT  THIS  PROVISION  IS  A  MATERIAL
INDUCEMENT FOR THE LENDERS ENTERING INTO THE CREDIT AGREEMENT.

     IN  WITNESS WHEREOF, each Guarantor has caused this Guaranty
to  be duly executed and delivered by its officer thereunto  duly
authorized as of the date first above written.

                     NORTH AMERICAN TIMBER CORP.


                     By: ______________________________
                     Title:


                     Address:    c/o Georgia-Pacific Corporation
                                 133 Peachtree Street, N.E.
                                 Atlanta, Georgia 30348-5605

                     Attn:       Treasurer's Department
                     Facsimile:  404-230-5598



                     UNISOURCE WORLDWIDE, INC.


                     By: ______________________________
                     Title:

                     Address:    c/o Georgia-Pacific Corporation
                                 133 Peachtree Street, N.E.
                                 Atlanta, Georgia 30348-5605

                     Attn:       Treasurer's Department
                     Facsimile:  404-230-5598



                     GREAT NORTHERN NEKOOSA CORPORATION


                     By: ______________________________
                     Title:

                     Address:    c/o Georgia-Pacific Corporation
                                 133 Peachtree Street, N.E.
                                 Atlanta, Georgia 30348-5605

                     Attn:       Treasurer's Department
                     Facsimile:  404-230-5598



                     BRUNSWICK PULP & PAPER COMPANY


                     By: ______________________________
                     Title:

                     Address:    c/o Georgia-Pacific Corporation
                                 133 Peachtree Street, N.E.
                                 Atlanta, Georgia 30348-5605

                     Attn:       Treasurer's Department
                     Facsimile:  404-230-5598


                     GEORGIA-PACIFIC WEST, INC.


                     By: ______________________________
                     Title:

                     Address:   c/o Georgia-Pacific Corporation
                                133 Peachtree Street, N.E.
                                Atlanta, Georgia 30348-5605

                     Attn:      Treasurer's Department
                     Facsimile:  404-230-5598



                     G-P GYPSUM CORPORATION


                     By: ______________________________
                     Title:

                     Address:    c/o Georgia-Pacific Corporation
                                 133 Peachtree Street, N.E.
                                 Atlanta, Georgia 30348-5605

                     Attn:       Treasurer's Department
                     Facsimile:  404-230-5598



                     LEAF RIVER FOREST PRODUCTS, INC.


                     By: ______________________________
                     Title:

                     Address:    c/o Georgia-Pacific Corporation
                                 133 Peachtree Street, N.E.
                                 Atlanta, Georgia 30348-5605

                     Attn:       Treasurer's Department
                     Facsimile:  404-230-5598



                     NEKOOSA PACKAGING CORPORATION


                     By: ______________________________
                     Title:


                     Address:    c/o Georgia-Pacific Corporation
                                 133 Peachtree Street, N.E.
                                 Atlanta, Georgia 30348-5605

                     Attn:       Treasurer's Department
                     Facsimile:  404-230-5598



                     NEKOOSA PAPERS INC.

                     By: ______________________________
                     Title:

                     Address:    c/o Georgia-Pacific Corporation
                                 133 Peachtree Street, N.E.
                                 Atlanta, Georgia 30348-5605

                     Attn:       Treasurer's Department
                     Facsimile:  404-230-5598

<PAGE>

                                                  Exhibit 7.01(d)
                                           to GP Credit Agreement

           FORM OF OPINION OF COUNSEL FOR THE COMPANY

             [Letterhead of Counsel for the Company]

                                                    July 22, 1999





To each of the Lenders
party to the Credit Agreement
hereinafter referred to and
to Bank of America National
Trust and Savings Association, as Agent


     Re:  Georgia-Pacific Corporation Credit Agreement
          dated as of July 22, 1999

Ladies and Gentlemen:

     This  opinion is being delivered to you pursuant to  Section
7.01(d)  of the Credit Agreement, dated as of July 22, 1999  (the
"Credit Agreement"), among GEORGIA-PACIFIC CORPORATION, a Georgia
corporation,  as  borrower  (the "Company"),  the  Lenders  party
thereto  (collectively, the "Lenders"), BANK OF AMERICA  NATIONAL
TRUST  AND SAVINGS ASSOCIATION, as administrative agent (in  such
capacity,  the  "Agent") for the Lenders thereunder,  COMMERZBANK
AG,  NEW  YORK  BRANCH,  as Documentation Agent,  and  THE  CHASE
MANHATTAN  BANK  and  CITIBANK, N.A., as  Co-Syndication  Agents.
Unless  otherwise defined herein, capitalized terms  used  herein
shall  have  the meanings assigned to such terms  in  the  Credit
Agreement.

     I  am  Vice President and Secretary of the Company  and,  as
such,  I  have acted as counsel to (a) the Company and  (b)  each
Principal  Subsidiary (the Principal Subsidiaries  together  with
the Company being called herein, collectively, the "Loan Parties"
and,  individually,  a  "Loan  Party")  in  connection  with  the
negotiation, execution, and delivery of the Credit Agreement  and
the Subsidiary Guaranty.

     In  so acting as such counsel, I have examined, or caused to
be examined, the following:

          (a)  the promissory notes delivered at the Closing;

          (b)  the Credit Agreement; and

          (c)  the  Subsidiary  Guaranty and the Parent  Guaranty
               (collectively, the "Loan Documents").

<PAGE> sf-709119

     I have also examined, or caused to be examined, originals or
copies  of  originals, certified or otherwise  identified  to  my
satisfaction,  of such corporate records, agreements,  documents,
instruments,  certificates, and other statements  of  public  and
governmental   officials  and  corporate   officers   and   other
representatives of the Loan Parties and have made such  inquiries
of  such corporate officers and other representatives, as I  have
deemed  relevant  and  necessary as  a  basis  for  the  opinions
hereinafter set forth.

     For purposes of the examination of the documents referred to
above,  I have assumed the genuineness of all signatures  (except
those  on  behalf of the Loan Parties), the authenticity  of  all
documents  submitted to me as originals, and  the  conformity  to
originals  of  all  documents submitted to  me  as  certified  or
photostatic   copies,  which  facts  I  have  not   independently
verified.  As  to all questions of fact material to this  opinion
which  have not been independently verified by me, I have  relied
upon  the  representations and warranties  of  the  Loan  Parties
contained   in  the  Loan  Documents  and  other  documents   and
certificates related to these transactions.

     I  have assumed the due execution and delivery, pursuant  to
due  authorization, of each of the Loan Documents by all  of  the
parties  thereto, other than any Loan Party, and  that  the  Loan
Documents   are  enforceable  against  such  other   parties   in
accordance with their respective terms.

     I  have further assumed that the Lenders and the Agent  will
act  in  good  faith and will seek to enforce  their  rights  and
remedies  under  the Loan Documents in a commercially  reasonable
manner.

     Based  upon  the foregoing and subject to the qualifications
set forth herein, I am of the opinion that:

     1.   Each of the Loan Parties:

          (a)   is  a  corporation validly existing and  in  good
     standing  under  the  laws  of  the  jurisdiction   of   its
     incorporation;

          (b)  is duly qualified as a foreign corporation and  in
     good  standing under the laws of each jurisdiction in  which
     the character of the properties owned or held under lease by
     it  or  the nature of the business transacted by it requires
     such  qualification  except  where  the  failure  to  be  so
     qualified  is not likely to have a Material Adverse  Effect;
     and

          (c)  has all requisite corporate power and authority to
     own,  pledge,  mortgage, hold under lease, and  operate  its
     properties  and to conduct its business as now or  currently
     proposed to be conducted.

     2.    The execution, delivery, and performance by each  Loan
Party of the Loan Documents to which such Loan Party is a party:

          (a)  are within the respective corporate powers of such
     Loan Party;

          (b)  have been, or prior to such execution will have been, duly
               authorized by all necessary corporate action, including the
               consent of its shareholders where required; and

<PAGE> sf-709119                   2


          (c)  do not:

               (i)   contravene  the articles or  certificate  of
          incorporation or by-laws of such Loan Party;

               (ii)  to  the  best  of  my  knowledge  after  due
          inquiry, violate any existing law or regulation of  the
          United  States, of the States of Georgia, New York,  or
          the  general  corporation law of the State of  Delaware
          which,  to  my knowledge, is applicable, or any  order,
          decree,  or other determination of an arbitrator  or  a
          court  or  other governmental agency applicable  to  or
          binding  upon any Loan Party or any of its property  or
          to  which  such  Loan Party or any of its  property  is
          subject;

               (iii)  to  the  best  of my  knowledge  after  due
          inquiry, conflict with or result in the breach  of,  or
          constitute  a default under, any Contractual Obligation
          of   such   Loan  Party,  except  for  such  conflicts,
          breaches,  or defaults which are not likely to  have  a
          Material Adverse Effect;

               (iv)  to  the  best  of  my  knowledge  after  due
          inquiry,  result in the creation or imposition  of  any
          Lien upon any of the property of such Loan Party, other
          than  if  the Obligations or certain other Indebtedness
          of  the Company is to be secured by certain Liens,  for
          Permitted  Liens  required to be  created  pursuant  to
          Section 9.01 of the Credit Agreement; or

               (v)   to  the  best  of  my  knowledge  after  due
          inquiry,  require, as of the date hereof,  the  consent
          of,  authorization by, approval of  or  notice  to,  or
          prior  filing or registration with, any United  States,
          Georgia, or New York governmental agency.

     3.    The Loan Documents to which any Loan Party is a  party
have  been  duly executed and delivered by such Loan Party.   The
Loan  Documents are the legal, valid, and binding obligations  of
each  Loan  Party  which is a party thereto, enforceable  against
each such Loan Party in accordance with their respective terms.

     4.    To  the best of my knowledge after due inquiry,  there
are  no  pending  or  overtly threatened actions  or  proceedings
affecting the Company, any Principal Subsidiary or any Restricted
Subsidiary  before any court or other Governmental  Authority  or
any arbitrator that is likely to have a Material Adverse Effect.

     5.    To  the  best of my knowledge after due  inquiry,  the
Company  has no Subsidiaries other than the Subsidiaries  of  the
Company listed in Schedule 6.07 to the Credit Agreement.

     The   foregoing  opinions  are  subject  to  the   following
qualifications:

          (a)   My opinion as to enforceability is subject to the
     effect    of    any   applicable   bankruptcy,   insolvency,
     reorganization,   moratorium,  or  similar   law   affecting
     creditors' rights generally.

          (b)  My opinion as to enforceability is also subject to
     the  effect  of  general  principles  of  equity,  including
     concepts  of  materiality, reasonableness, good  faith,  and
     fair

<PAGE> sf-709119                   3


     dealing (regardless of whether considered in a proceeding in
     equity  or  at law).  Pursuant to such equitable principles,
     Section  2.3  of  the  Subsidiary Guaranty  and  the  Parent
     Guaranty, which provides that the liability of the Principal
     Subsidiaries or Parent thereunder shall not be  affected  by
     changes  in  or  amendments to the agreements and  documents
     referred  to in such Section, might be enforceable  only  to
     the  extent  that  such changes or amendments  were  not  so
     material as to constitute a new contract among the parties.

          (c)  My opinion as to enforceability is also subject to
     the  effect  of limitations on enforceability of  rights  to
     indemnification or contribution under the Loan Documents  by
     federal  or state securities laws or regulations  or  public
     policy relative thereto.

          (d)  My opinion as to enforceability is also subject to
     the  qualifications  that certain  provisions  of  the  Loan
     Documents  are or may be unenforceable in whole or  in  part
     under  the  laws of the State of New York, but the inclusion
     of  such provisions does not affect the validity of  any  of
     the  Loan Documents, and each of the Loan Documents contains
     adequate provisions for enforcing payment of the obligations
     of the Loan Parties (to the extent that any Loan Party is  a
     party  thereto) thereunder and for the practical realization
     of  the rights and benefits afforded thereby, except for the
     economic  consequences resulting from any delay imposed  by,
     or  any  procedure required by, applicable  New  York  laws,
     rules, regulations and court decisions and by constitutional
     requirements in and out of the State of New York.

          (e)   I express no opinion as to the enforceability  of
     the  provisions of the last sentence of Section 12.08(d)  of
     the  Credit  Agreement (insofar as it  pertains  to  Section
     12.06 of the Credit Agreement), as to the proviso in Section
     2.1  of the Subsidiary Guaranty or as to the proviso in  the
     first sentence of Section 5.7 of the Subsidiary Guaranty, or
     to Section 2.1 of the Parent Guaranty.

          (f)   I express no opinion as to the enforceability  of
     any  provision in the Loan Documents purporting to  preserve
     and  maintain the liability of any party thereto despite the
     fact  that  the  guaranteed debt  is  unenforceable  due  to
     illegality  or  the  fact that the Lenders  had  voluntarily
     released  the primary obligor's liability on the  guaranteed
     debt.

          (g)  I express no opinion as to the applicability (and,
     if  applicable, the effect) of Section 548 of the Bankruptcy
     Code, or any comparable provisions of state or foreign  law,
     to, or on, the Loan Documents.

          (h)  I express no opinion as to those provisions of the
     Loan  Documents  purporting to waive the  right  to  a  jury
     trial.

     My  opinions  relate only to the laws of the States  of  New
York  and  Georgia, the general corporation laws of the State  of
Delaware, and the Federal laws of the United States; and I do not
express  any  opinion  with respect to  the  laws  of  any  other
jurisdiction.  This opinion letter is furnished to you by  me  as
counsel  to  the Loan Parties and is solely for your benefit  and
for the benefit of each Lender and each Assignee, and may not  be
quoted  or  relied  upon  by any other Person  without  my  prior
written consent.

<PAGE> sf-709119                   4


     I am a member of the bar of the States of New Jersey and New
York  and do not hold myself out to be an expert on the  laws  of
any  other State, including the State of Wisconsin.  In rendering
the  foregoing  opinion, I have relied as to matters  of  Georgia
law,  insofar  as such law affects the opinions expressed  above,
upon  an  opinion of even date herewith addressed  to  me  by  an
attorney  in  the  Law  Department of  the  Company  licensed  to
practice  law in the State of Georgia, which opinion contains  no
qualifications or assumptions (other than those which limit  such
opinions solely to matters of Georgia law) not contained in  this
opinion.  The opinion from the attorney in the Law Department  of
the Company is satisfactory in form and scope to me and I believe
that  I am justified in relying on such opinion as to the matters
covered thereby.

                                Very truly yours,



<PAGE> sf-709119                   5


                                                 [Execution Copy]

                     CONTRIBUTION AGREEMENT

     This Contribution Agreement ("Agreement") is entered into as
of  July  22,  1999 by and among GEORGIA-PACIFIC  CORPORATION,  a
Georgia corporation (the "Parent"), NORTH AMERICAN TIMBER  CORP.,
a  Delaware  corporation ("NAT"), UNISOURCE  WORLDWIDE,  INC.,  a
Delaware corporation, GREAT NORTHERN NEKOOSA CORPORATION, a Maine
corporation;   BRUNSWICK  PULP  &  PAPER  COMPANY,   a   Delaware
corporation; GEORGIA-PACIFIC WEST, INC., an Oregon corporation; G-
P  GYPSUM CORPORATION, a Delaware corporation; LEAF RIVER  FOREST
PRODUCTS,   INC.,  a  Delaware  corporation;  NEKOOSA   PACKAGING
CORPORATION,  a  Delaware corporation,  NEKOOSA  PAPERS  INC.,  a
Wisconsin  corporation, and such other Persons that may hereafter
become  a  party  hereto pursuant to Section 3.1   (collectively,
including   NAT  but  excluding  the  Parent,  the  "Contributing
Subsidiaries").

                            Recitals

     A.   Parent, certain financial institutions which are or may
become  parties thereto (the "Lenders"), Bank of America National
Trust  and  Savings  Association, as  administrative  agent  (the
"Parent   Agent"),   Commerzbank  AG,   New   York   Branch,   as
Documentation  Agent, and The Chase Manhattan Bank and  Citibank,
N.A.,  as  Co-Syndication  Agents  have  entered  into  a  Credit
Agreement,  dated  as  of  the date  hereof  (together  with  all
amendments  from  time to time made thereto, the  "Parent  Credit
Agreement").   Pursuant  to  the  Parent  Credit  Agreement,  the
Lenders have agreed to provide credit facilities to the Parent in
the aggregate amount of up to $1,000,000,000.

     B.    NAT,  the Lenders, the Agent, Bank of America National
Trust and Savings Association, as administrative agent (the  "NAT
Agent"), Commerzbank AG, New York Branch, as Documentation Agent,
and   The  Chase  Manhattan  Bank  and  Citibank,  N.A.,  as  Co-
Syndication  Agents  have also entered into a  Credit  Agreement,
dated  as  of  the date hereof (together with all amendments,  if
any,  from  time to time made thereto, the "NAT Credit Agreement"
and,  together  with  the  Parent Credit Agreement,  the  "Credit
Agreements").  Pursuant to the NAT Credit Agreement, the  Lenders
have  agreed to provide credit facilities to NAT in the aggregate
amount of up to $1,000,000,000.

     E.    Each of the Principal Subsidiaries (as defined in  the
Parent  Credit Agreement) is a direct or indirect beneficiary  of
the  credit  facilities provided pursuant to  the  Parent  Credit
Agreement,  and  each  Person  hereafter  becoming  a   Principal
Subsidiary  (as defined in the NAT Credit Agreement)  will  be  a
direct  or indirect beneficiary of the credit facilities provided
pursuant   to  the  NAT  Credit  Agreement.   Accordingly,   each
Principal  Subsidiary (as defined in the Parent Credit Agreement)
has  entered  into,  and each Person becoming  such  a  Principal
Subsidiary hereafter is obligated to enter into, the Subsidiary

<PAGE> sf-715802                                  1

Guaranty  of even date herewith (as defined in the Parent  Credit
Agreement)  (the "Parent Subsidiary Guaranty"), and  each  Person
hereafter becoming a Principal Subsidiary (as defined in the  NAT
Credit  Agreement)  is  obligated to enter  into  the  Subsidiary
Guaranty  of  even date herewith (as defined in  the  NAT  Credit
Agreement) (the "NAT Subsidiary Guaranty" and, together with  the
Parent Subsidiary Guaranty, the "Guaranties").

     G.    Because  of  the  joint  and  several  nature  of  the
Guaranties  and  the  transactions  contemplated  by  the  Credit
Agreements, any of the Principal Subsidiaries may be called  upon
or required to pay an amount in respect of such obligations which
is   greater   than  the  benefit  actually  received   by   such
Contributing  Subsidiary as the result of the  apportionment  and
distribution of the Group Commitment loan proceeds,  and  so  the
Parent  desires  to  provide  for  rights  of  reimbursement  and
contribution  among  the  Parent on  behalf  of  itself  and  its
Principal Subsidiaries in such event.

     NOW, THEREFORE, in consideration of the foregoing and of the
mutual  promises of the parties hereto, the parties hereto hereby
agree as follows:

                           ARTICLE 18
                 REIMBURSEMENT AND CONTRIBUTION

     18.01     Reimbursement and Contribution.  The Parent hereby
agrees  that, if a Contributing Subsidiary shall be  called  upon
and required to pay amounts (or suffer the loss of its collateral
pledged  to  secure amounts) in respect of the joint and  several
obligations  of the Principal Subsidiaries under  either  of  the
Guaranties  which exceed the aggregate benefit actually  received
by  such Contributing Subsidiary (the "Paying Subsidiary") as the
result  of apportionment and distribution of the proceeds of  the
Credit  Agreements, then such Paying Subsidiary shall be entitled
to  contribution and reimbursement from the Parent and the  other
Principal  Subsidiaries, and the Parent shall pay and contribute,
or shall cause one or more of the other Principal Subsidiaries to
pay  and  contribute, to such Paying Subsidiary and reimburse  it
for an amount equal to the amount by which the amount such Paying
Subsidiary  is actually called upon to pay exceeds the  aggregate
benefit actually received by such Paying Subsidiary as the result
of  the  apportionment and distribution of the  proceeds  of  the
Credit Agreements.

                           ARTICLE 19
                 REPRESENTATIONS AND WARRANTIES

     19.01     Representations and Warranties.  As of the date hereof
(in  the  case  of Contributing Subsidiaries initially  executing
this  Agreement)  and  as of the date of execution  and  delivery
hereof (in the case of Contributing Signatories becoming a  party
hereto  pursuant  to  Section 3.1), each Contributing  Subsidiary
hereby  makes each of the representations and warranties made  by
the  Parent and, in the case of Principal Subsidiaries as defined
in the NAT Credit Agreement, NAT in the

<PAGE> sf-715802                                  2

Credit Agreements, to the extent that any such representation  or
warranty made by the Parent or NAT in the Credit Agreements shall
be  applicable to such Contributing Subsidiary, its Subsidiaries,
or any of its or their properties.


                           ARTICLE 20
                     ADDITIONAL SIGNATORIES

     20.01     Additional Signatories.  As required by the terms of
the  Credit  Agreements,  Principal Subsidiaries  as  defined  in
either  Credit  Agreement may from time to time hereafter  become
parties  hereto by executing and delivering to the NAT Agent  and
the Parent Agent a signature page to this Agreement attached to a
photocopy of this Agreement as previously executed.

                           ARTICLE 21
                    MISCELLANEOUS PROVISIONS

     21.01     Loan Document.

     This  Agreement is a Loan Document for purposes of  both  of
the  Credit  Agreements  and  shall (unless  otherwise  expressly
indicated  herein)  be construed, administered,  and  applied  in
accordance  with  the  terms and provisions  thereof,  including,
without limitation, Article 12 of the Parent Credit Agreement.

     21.02      Binding on Successors, Transferees, and  Assigns;
Assignment.

     This  Agreement  shall  be binding  upon  the  Parent,  each
Contributing   Subsidiary   and  their   respective   successors,
transferees, and assigns and shall inure to the benefit of and be
enforceable by the Parent, each Contributing Subsidiary, the  NAT
Agent,  the  Parent  Agent,  each Lender,  and  their  respective
successors,  transferees, and assigns;  provided,  however,  that
neither the Parent nor any Contributing Subsidiary may assign any
of its obligations hereunder.

     21.03     Amendment, etc.

     No   amendment  to  or  waiver  of  any  provision  of  this
Agreement,  nor  consent to any departure by the  Parent  or  any
Contributing Subsidiary herefrom, shall in any event be effective
unless  the same shall be in writing and signed by the NAT Agent,
the  Parent  Agent,  and authorized by the  Required  Lenders  as
defined in each Credit Agreement, and then such waiver or consent
shall  be  effective only in the specific instance  and  for  the
specific purpose for which given.

     21.04     No Waiver; Remedies.

     No  failure on the part of the NAT Agent, the Parent  Agent,
or  any Lender to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single
or  partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right.  The
remedies herein provided are cumulative and not exclusive of  any
remedies provided by law.

     21.05     Section Captions.

     Section  captions used in this Agreement are for convenience
of  reference only, and shall not affect the construction of this
Agreement.

<PAGE> sf-715802                                  3


     21.06     Severability.

     Wherever possible each provision of this Agreement shall  be
interpreted  in  such manner as to be effective and  valid  under
applicable law, but if any provision of this Agreement  shall  be
prohibited by or invalid under such law, such provision shall  be
ineffective  to  the  extent of such prohibition  or  invalidity,
without  invalidating  the remainder of  such  provision  or  the
remaining provisions of this Agreement.

     21.07     Governing Law, etc.

     THIS  AGREEMENT  SHALL  BE  GOVERNED  BY  AND  CONSTRUED  IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.  THIS AGREEMENT
AND  THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AND
UNDERSTANDING  AMONG  THE  PARTIES TO  THE  LOAN  DOCUMENTS  WITH
RESPECT  TO  THE SUBJECT MATTER THEREOF AND SUPERSEDE  ALL  PRIOR
AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO, EXCEPT FOR THE
FEE  LETTER  AND ANY PRIOR ARRANGEMENT MADE WITH RESPECT  TO  THE
PAYMENT  BY ANY LENDER OF (OR ANY INDEMNIFICATION FOR) ANY  FEES,
COSTS, OR EXPENSES PAYABLE TO OR INCURRED (OR TO BE INCURRED)  BY
OR ON BEHALF OF THE AGENT OR ANY LENDER.

     21.08     Waiver of Jury Trial.

     EACH  CONTRIBUTING SUBSIDIARY HEREBY KNOWINGLY, VOLUNTARILY,
AND  INTENTIONALLY WAIVES ANY RIGHTS IT MAY EAVE TO  A  TRIAL  BY
JURY  IN  RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING  OUT
OF,   UNDER,  OR  IN  CONNECTION  WITH,  THIS  AGREEMENT.    EACH
CONTRIBUTING  SUBSIDIARY ACKNOWLEDGES  AND  AGREES  THAT  IT  HAS
RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND
THAT  THIS  PROVISION IS A MATERIAL INDUCEMENT  FOR  THE  LENDERS
ENTERING INTO THE CREDIT AGREEMENTS.

           [SIGNATURES APPEAR ON THE FOLLOWING PAGES]


<PAGE> sf-715802                                  4

      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Agreement to be executed on the date set forth above.


                     GEORGIA-PACIFIC CORPORATION



                     By: ______________________________
                     Title:



                     Address:    c/o Georgia-Pacific Corporation
                                 133 Peachtree Street, N.E.
                                 Atlanta, Georgia 30348-5605

                     Attn:       Treasurer's Department
                     Facsimile:  404-230-5598



                     NORTH AMERICAN TIMBER CORP.

                     By: ______________________________
                     Title:

                     Address:    c/o Georgia-Pacific Corporation
                                 133 Peachtree Street, N.E.
                                 Atlanta, Georgia 30348-5605

                     Attn:       Treasurer's Department
                     Facsimile:  404-230-5598


                     UNISOURCE WORLDWIDE, INC.


                     By: ______________________________
                     Title:

                     Address:    c/o Georgia-Pacific Corporation
                                 133 Peachtree Street, N.E.
                                 Atlanta, Georgia 30348-5605

                     Attn:       Treasurer's Department
                     Facsimile:  404-230-5598



                     GREAT NORTHERN NEKOOSA CORPORATION

                     By: ______________________________
                     Title:

                     Address:    c/o Georgia-Pacific Corporation
                                 133 Peachtree Street, N.E.
                                 Atlanta, Georgia 30348-5605

                     Attn:       Treasurer's Department
                     Facsimile:  404-230-5598



                     BRUNSWICK PULP & PAPER COMPANY

                     By: ______________________________
                     Title:

                     Address:    c/o Georgia-Pacific Corporation
                                 133 Peachtree Street, N.E.
                                 Atlanta, Georgia 30348-5605

                     Attn:       Treasurer's Department
                     Facsimile:  404-230-5598



                     GEORGIA-PACIFIC WEST, INC.


                     By: ______________________________
                     Title:

                     Address:   c/o Georgia-Pacific Corporation
                                133 Peachtree Street, N.E.
                                Atlanta, Georgia 30348-5605

                     Attn:      Treasurer's Department
                     Facsimile:  404-230-5598



                     G-P GYPSUM CORPORATION

                     By: ______________________________
                     Title:

                     Address:    c/o Georgia-Pacific Corporation
                                 133 Peachtree Street, N.E.
                                 Atlanta, Georgia 30348-5605

                     Attn:       Treasurer's Department
                     Facsimile:  404-230-5598



                     LEAF RIVER FOREST PRODUCTS, INC.

                     By: ______________________________
                     Title:

                     Address:    c/o Georgia-Pacific Corporation
                                 133 Peachtree Street, N.E.
                                 Atlanta, Georgia 30348-5605

                     Attn:       Treasurer's Department
                     Facsimile:  404-230-5598



                     NEKOOSA PACKAGING CORPORATION

                     By: ______________________________
                     Title:

                     Address:    c/o Georgia-Pacific Corporation
                                 133 Peachtree Street, N.E.
                                 Atlanta, Georgia 30348-5605

                     Attn:       Treasurer's Department
                     Facsimile:  404-230-5598



                     NEKOOSA PAPERS INC.

                     By: ______________________________
                     Title:

                     Address:    c/o Georgia-Pacific Corporation
                                 133 Peachtree Street, N.E.
                                 Atlanta, Georgia 30348-5605

                     Attn:       Treasurer's Department
                     Facsimile:  404-230-5598

<PAGE>

                                                         Exhibit 7.02(d)
                                                  to GP Credit Agreement

              FORM OF OFFICER'S CLOSING CERTIFICATE

                                                           July ___, 1999

To each of the Lenders party
 to the Credit Agreement
 hereinafter referred to and to
 Bank of America National Trust
 and Savings Association, as Agent

          Re:  Georgia-Pacific Corporation Credit Agreement
               dated as of July 22, 1999

     This  Certificate  is delivered to you pursuant  to  Section
7.02(d)  of the Credit Agreement, dated as of July 22, 1999  (the
"Credit Agreement"), among GEORGIA-PACIFIC CORPORATION, a Georgia
corporation (the "Company"), the Lenders party thereto,  BANK  OF
AMERICA    NATIONAL   TRUST   AND   SAVINGS   ASSOCIATION,     as
administrative  agent  (the "Agent"), COMMERZBANK  AG,  NEW  YORK
BRANCH, as Documentation Agent, and THE CHASE MANHATTAN BANK  and
CITIBANK,  N.A.,  as  Co-Syndication  Agents.   Unless  otherwise
defined  herein  or  the context otherwise requires,  terms  used
herein have the meanings provided in the Credit Agreement.

     The  undersigned  hereby certifies to each  Lender  and  the
Agent as follows:

     1.    I  hold,  and at all pertinent times mentioned  herein
have  held, the position listed below my name below.  I have read
and  am  familiar with the Credit Agreement and  the  other  Loan
Documents,  and I am familiar with the transactions  contemplated
thereunder.   I  am  authorized  to  execute  and  deliver   this
Certificate on behalf of the Company.

     2.    The  conditions  precedent to  the  initial  Borrowing
contained in Section 7.02 of the Credit Agreement have  been  and
remain satisfied in full as of the date hereof.

     3.     The  representations  and  warranties  contained   in
Article 6 of the Credit Agreement are correct.

     4.    I  understand that you are relying on this Certificate
in  connection with the extensions of credit being made to or for
the account of the Company Pursuant to the Credit Agreement.

     IN  WITNESS  WHEREOF,  the undersigned,  on  behalf  of  the
Company, has caused this Certificate to be executed this  ___  of
July, 1999.


                              GEORGIA-PACIFIC CORPORATION


                              By:
                              Title:


<PAGE> sf-709118

                                                  Exhibit 8.09(c)
                                           to GP Credit Agreement

                 FORM OF COMPLIANCE CERTIFICATE

                           [  Date  ]





Bank of America National Trust
 and Savings Association, as Agent
Paper & Forest Products #9973
555 California Street -- 41st Floor
San Francisco, CA  94104
Attention:  M.J. Balok, Managing Director

     Re:  Georgia-Pacific Corporation Credit Agreement
          dated as of July 22, 1999

Ladies and Gentlemen:

     This Compliance Certificate is delivered to you pursuant  to
Section  8.09(c) of the Credit Agreement, dated as  of  July  22,
1999  (together with all amendments, if any, from  time  to  time
made  thereto,  the  "Credit Agreement"),  among  GEORGIA-PACIFIC
CORPORATION, a Georgia corporation (the "Company"),  the  Lenders
party  thereto,  BANK  OF  AMERICA  NATIONAL  TRUST  AND  SAVINGS
ASSOCIATION,  as administrative agent (the "Agent"),  COMMERZBANK
AG,  NEW  YORK  BRANCH,  as Documentation Agent,  and  THE  CHASE
MANHATTAN  BANK  and  CITIBANK, N.A., as  Co-Syndication  Agents.
Unless   otherwise  defined  herein  or  the  context   otherwise
requires,  terms  used herein (including the attachments  hereto)
have the meanings provided in the Credit Agreement.

     The  Company hereby certifies and warrants that, as  of  the
dates set forth below:

           (a)   on  _____________,  ____<F1>  (the  "Computation
     Date"),  the  Leverage  Ratio (as defined  in  Attachment  A
     hereto)  for  the Company and its consolidated  Subsidiaries
     was _____ to 1.0, as computed on Attachment A hereto;

           (b)   as of each of the Computation Date and the  date
     hereof, no Default or Event of Default has occurred  and  is
     continuing; and


     <F1>  The last day of the most recently ended fiscal quarter
of the Company.

<PAGE> sf-709116

          (c)  as of the date hereof, there are no pending or, to
     the  knowledge  of  the  Company,  threatened,  actions   or
     proceedings affecting the Company, any Principal  Subsidiary
     or  any  Restricted  Subsidiary before any  court  or  other
     Governmental Authority or any arbitrator that are reasonably
     likely to have a Material Adverse Effect.

     The undersigned Responsible Officer of the Company executing
this  Certificate  on  behalf  of the  Company  is,  and  at  all
pertinent  times  mentioned herein has been, the Chief  Financial
Officer  of the Company and in such capacity has been responsible
for  the  management of the financial affairs of the Company  and
the  preparation of financial statements of the Company  and  its
Subsidiaries on a consolidated basis.

           IN  WITNESS  WHEREOF,  the  Company  has  caused  this
Certificate  to be executed and delivered, and the  certification
and  warranties  contained herein to  be  made,  this  _____  day
of____________, ____.


                              GEORGIA-PACIFIC CORPORATION


                              By:
                              Title:



<PAGE> sf-709116              2

                                                                ATTACHMENT A
                                           to GP Compliance Certificate <F2>


                         LEVERAGE RATIO
                      ON __________, ____
                        [Computation Date]


Item                                          Measurement

         All  of  the  foregoing  computed
         for    the   Company   and    its
         consolidated Subsidiaries

1.       Indebtedness  for Borrowed  Money    $_____________
         outstanding     as     of     the
         Computation Date
2.       aggregate  capital  invested   by    $_____________
         Persons  other than  the  Company
         and  its  Restricted Subsidiaries
         in    receivables    and    other
         accounts sold to such Persons  by
         the  Company  and its  Restricted
         Subsidiaries    as     of     the
         Computation    Date,    excluding
         receivables  and  other  accounts
         sold  in connection with the sale
         of   a  business  or  the  assets
         and/or    operations   generating
         such    receivables   and   other
         accounts
3.       sum  of Item 1 and Item 2 (Funded    $_____________
         Indebtedness)
4.       net   income  or  (or  net  loss)    $_____________
         during   the  Measurement  Period
         ending on the Computation Date

     <F2>  By  necessity,  the  computations  described  in  this
Compliance Certificate are less detailed than those contained  in
the  Credit Agreement.  In the event of any conflict between  the
two,  the  terms of the Credit Agreement shall in  all  instances
prevail.

<PAGE> sf-709116

5.       all  amounts treated as  expenses    $_____________
         for  depreciation,  interest  and
         the   non-cash  amortization   of
         intangibles  of any kind  to  the
         extent     included    in     the
         determination of such net  income
         (or loss)

6.       cost  of  timber  sold  by  North    $_____________
         American  Timber  Corp.  (to  the
         extent   constituting  depletion)
         for  such  Measurement Period  to
         the   extent  included   in   the
         determination of such net  income
         (or    loss)   computed   without
         giving  effect  to  extraordinary
         cash gains or non-recurring, non-
         cash items.

7.       all  accrued taxes on or measured    $_____________
         by  income to the extent included

8.       in  the determination of such net    $______________
         income (or loss)
         Item  4,  plus Item 5, plus  Item
         6, plus Item 7 (EBITDA)

9.       ratio  of Item 3 to Item  8  (the    ______ to 1.0
         "Leverage Ratio")



<PAGE> sf-709116                   2

                                                             Exhibit 12.08(b)
                                                       to GP Credit Agreement

                 ASSIGNMENT AND ASSUMPTION AGREEMENT
                    (Georgia-Pacific Corporation)

     THIS  ASSIGNMENT  AND  ASSUMPTION  AGREEMENT,  dated  as  of
_________________,  ____,  is  made  by  [NAME  OF  ASSIGNOR],  a
___________________ (the "Assignor"), to [NAME  OF  ASSIGNEE],  a
________________ ("Assignee").
                            RECITALS:

A.   The Assignor has entered into a Credit Agreement dated as of
     July  22,  1999 (together with all amendments, if any,  from
     time  to  time made thereto, the "Credit Agreement"),  among
     GEORGIA-PACIFIC  CORPORATION,  a  Georgia  corporation  (the
     "Company"),  the  Lenders  party thereto,  BANK  OF  AMERICA
     NATIONAL  TRUST  AND SAVINGS ASSOCIATION, as  administrative
     agent  (the  "Agent"), COMMERZBANK AG, NEW YORK  BRANCH,  as
     Documentation  Agent,  and  THE  CHASE  MANHATTAN  BANK  and
     CITIBANK,  N.A., as Co-Syndication Agents.  Unless otherwise
     defined herein or the context otherwise requires, terms used
     herein have the meanings provided in the Credit Agreement.

B.   Pursuant  to the Credit Agreement, the Assignor has,  as  of
     the  date hereof, a Tranche A Commitment of $___________ and
     a  Tranche  B Commitment of $___________ (collectively,  the
     "Commitments").

C.   The outstanding principal balance on this date of Assignor's
     Tranche   A   Committed  Loans  is  $__________,   and   the
     outstanding  principal balance on this  date  of  Assignor's
     Tranche B Committed Loans is $__________.

D.   [The  Assignor has acquired a participation in  the  Issuing
     Bank's  liability under Tranche A Letters of  Credit  in  an
     aggregate  principal  amount  of  $_____________  and  under
     Tranche B Letters of Credit in an aggregate principal amount
     of $_____________ (the "L/C Obligations")] or [No Letters of
     Credit are outstanding.]

E.   The Assignor wishes to assign to the Assignee [part][all] of
     its  rights  and obligations under the Credit  Agreement  in
     respect  of  its Commitments, [together with a corresponding
     portion  of  its  L/C Obligations,] in an  amount  equal  to
     $____________  ,  [unless  the Tranche  A  Commitments  have
     expired  or  been  terminated:   representing  an  identical
     percentage  of  the  Assignor's  Tranche  A  Commitment  and
     Tranche  B  Commitment]  on the terms  and  subject  to  the
     conditions  set  forth herein, and the  Assignee  wishes  to
     accept  the  assignment  of  such  rights  and  assume  such
     obligations from the Assignor on such terms and  subject  to
     such conditions.

NOW,  THEREFORE, In consideration of the premises and the  mutual
covenants contained herein, the Assignor and the Assignee  hereby
covenant and agree as follows:

<PAGE> sf-709110

     1.   Assignment and Assumption.

       (a)     Subject  to  the  terms  and  conditions  of  this
Agreement, the Assignor and the Assignee agree that the  Assignor
hereby  sells,  transfers, and assigns to the Assignee,  and  the
Assignee  hereby  purchases, assumes,  and  undertakes  from  the
Assignor, without recourse and without representation or warranty
(except as provided in this Agreement, (i) ____% of the Tranche A
Commitments, the Tranche B Commitments, the Tranche  A  Committed
Loans,  the  Tranche B Committed Loans, [and the  Tranche  A  L/C
Obligations  and  Tranche  B  L/C Obligations]  of  the  Assignor
("Assignee's   Percentage  Share")  (such  assigned   Commitments
representing  ___% of the aggregate Commitments of all  Lenders);
and  (ii)  all related rights, benefits, obligations, liabilities
and indemnities under and in connection with the Credit Agreement
and  each  other  Loan  Document (other  than  any  such  rights,
benefits,  obligations, liabilities, or indemnities with  respect
to  any Bid Loan or 1996 Facility Bid Loan made by the Assignor),
including  the  right  to receive payments of  principal  of  and
interest  on  the Assignor's Committed Loans and L/C  Obligations
hereby  assigned,  and  the obligation to fund  future  Committed
Loans  and L/C Commitments in respect of such assignment, and  to
indemnify the Agent or any other party under the Credit Agreement
and  to pay all other amounts payable by a Lender (in respect  of
the Commitments and L/C Obligations assigned hereunder) under  or
in  connection  with the Credit Agreement (other  than  any  such
amounts  payable in respect of a Bid Loan or a 1996 Facility  Bid
Loan).   After  giving effect to the foregoing  assignments,  the
Tranche  A Commitment of the Assignee shall be $___________,  the
Tranche  B Commitment of the Assignee shall be $___________,  the
Tranche A Commitment of the Assignor shall be $____________,  and
the Tranche B Commitment of the Assignor shall be $____________.

[If appropriate, add paragraph specifying payment to Assignor  by
Assignee  of outstanding principal of, accrued interest  on,  and
fees   with  respect  to,  Committed  Loans  or  L/C  Obligations
assigned.]

       (b)     With  effect  on or after the Effective  Date  (as
defined  herein),  the Assignee shall be a party  to  the  Credit
Agreement  and  succeed to all the rights  and  be  obligated  to
perform  all  of  the obligations of a Lender  under  the  Credit
Agreement,  with  Commitments in the amount  assigned  hereunder.
The Assignee agrees that it will perform in accordance with their
terms  all  of the obligations which by the terms of  the  Credit
Agreement are required to be performed by it as a Lender.  It  is
the  intent  of the parties that the Commitments of the  Assignor
shall  be  reduced  by  an amount equal to Assignee's  Percentage
Share thereof and the the Assignor shall reliquish its rights and
be  released  from its obligations under the Credit Agreement  to
the extent such obligations have been assumed by the Assignee.

     2.   Payments.

      (a)As  consideration for the sale, assignment, and transfer
contemplated in Section 1, the Assignee shall pay to the Assignor
on  the  Effective Date in immediately available funds an  amount
equal  to  $____________, representing the Assignee's  Percentage
Share  of  the principal amount of all Committed Loans previously
made  to  the Company by the Assignor under the Credit  Agreement
and outstanding on the Effective Date.

      (b)The  [Assignor/Assignee] further agrees to  pay  to  the
Agent  the processing fee referred to in the amount specified  in
Section 12.08(b) of the Credit Agreement.

<PAGE> sf-709110                   2


     3.    Reallocation of Payments.  The Assignor  shall  notify
the  Agent  and the Company to make all payments with respect  to
the  Commitments,  Loans, and L/C Obligations assigned  hereunder
after  the  Effective  Date directly  to  the  Assignee,  as  its
interest  may  appear.  The Assignor and the Assignee  agree  and
acknowledge  that  all  payments of  interest,  commitment  fees,
utilization fees, facility fees, utilization fees, and letter  of
credit fees accrued up to, but not including, the Effective  Date
are  the  property  of the Assignor, and not the  Assignee.   The
Assignee  shall,  upon receipt by the Assignee of  any  interest,
commitment fees, utilization fees, or facility fees remit to  the
Assignor all of such interest, commitment fees, utilization fees,
and facility fees accrued up to, but not including, the Effective
Date.   The Assignor shall, upon receipt by the Assignor  of  any
interest,  commitment fees, utilization fees, facility fees,  and
letter of credit fees remit to the Assignee all of such interest,
commitment fees, utilization fees, facility fees, and  letter  of
credit  fees accrued for any period from and after the  Effective
Date.   The  Assignor shall promptly notify the Assignee  of  any
notices  received by the Assignor in connection with  the  Credit
Agreement  affecting  or relating to the rights  and  obligations
assigned hereunder.

     4.      Independent   Credit   Decision.     The    Assignee
(a)  acknowledges  that it has received  a  copy  of  the  Credit
Agreement  and the Schedules and Exhibits thereto, together  with
copies  of  the most recent financial statements referred  to  in
Section  8.09  of the Credit Agreement, and such other  documents
and  information  as it has deemed appropriate to  make  its  own
credit  and  legal  analysis  and decision  to  enter  into  this
Agreement; and (b) agrees that it will, independently and without
reliance  upon the Assignor, the Agent, or any other  Lender  and
based  on  such  documents  and  information  as  it  shall  deem
appropriate  at  the time, continue to make its  own  credit  and
legal  decisions in taking or not taking action under the  Credit
Agreement.

     5.    Effective Date; Notices.  As between the Assignor  and
the  Assignee,  the  effective date for this Agreement  shall  be
                               ,  ____  (the  "Effective  Date");
provided  that  the  following  conditions  precedent  have  been
satisfied on or before the Effective Date:

      (a)this  Agreement shall be executed and delivered  by  the
Assignor and the Assignee;

      (b)the  consent of the Company, the Agent, and the  Issuing
Bank  required for an effective assignment of the Commitment  and
outstanding Committed Loans assigned hereunder by the Assignor to
the  Assignee under Section 12.08(a) of the Credit Agreement,  if
any, shall have been duly obtained and shall be in full force and
effect as of the Effective Date;

      (c)the  Assignee shall pay to the Assignor all amounts  due
to the Assignor under this Agreement;

      (d)the  Assignee  shall have complied with Section  4.05(f)
of the Credit Agreement (if applicable);

      (e)the  processing  fee referred to above  and  in  Section
12.08(b)  of  the  Credit  Agreement  shall  have  been  paid  by
[Assignor/Assignee] to the Agent; and

<PAGE> sf-709110                   3

      (f)Promptly following the execution of this Agreement,  the
Assignor  shall  deliver  to  the  Company  and  the  Agent   for
acknowledgment by the Agent, a Notice of Assignment in  the  form
attached hereto as Attachment A.

     6.   Agent.  [Include only if Assignor is Agent:

      (a)The   Assignee  hereby  appoints  and   authorizes   the
Assignor  to  take  such action as agent on  its  behalf  and  to
exercise  such powers under the Credit Agreement as are delegated
to  the  Agent by the Lenders pursuant to the terms of the Credit
Agreement.

      (b)The Assignee shall assume no duties or obligations  held
by  the  Assignor  in  its  capacity as Agent  under  the  Credit
Agreement.]

     7.    Withholding Tax.  The Assignee agrees to  comply  with
Section 4.05(f) of the Credit Agreement (if applicable).

     8.   Representations and Warranties.

      (a)The Assignor represents and warrants that (i) it is  the
legal  and beneficial owner of the interest being assigned by  it
hereunder  and that such interest is free and clear of any  lien,
security  interest,  or  other adverse claim;  (ii)  it  is  duly
organized and existing and it has the full power and authority to
take,  and has taken, all action necessary to execute and deliver
this  Agreement and any other documents required or permitted  to
be executed or delivered by it in connection with herewith and to
fulfill  its  obligations  hereunder; (iii)  no  notices  to,  or
consents,  authorizations,  or  approvals  of,  any  Person   are
required (other than any already given or obtained) for  its  due
execution, delivery, and performance of this Agreement, and apart
from  any agreements or undertakings or filings required  by  the
Credit  Agreement, no further action by, or notice to, or  filing
with,  any person is required of it for such execution, delivery,
or  performance; and (iv) this Agreement has been  duly  executed
and delivered by it and constitutes the legal, valid, and binding
obligation  of the Assignor, enforceable against the Assignor  in
accordance with the terms hereof, subject, as to enforcement,  to
bankruptcy,  insolvency,  moratorium, reorganization,  and  other
laws  of  general application relating to or affecting creditors'
rights and to general equitable principles.

      (b)The  Assignor  makes no representation or  warranty  and
assumes   no  responsibility  with  respect  to  any  statements,
warranties, or representations made in or in connection with  the
Credit   Agreement   or   the  execution,   legality,   validity,
enforceability, genuineness, sufficiency, or value of the  Credit
Agreement or any other instrument or document furnished  pursuant
thereto.   The  Assignor makes no representation or  warranty  in
connection  with, and assumes no responsibility with respect  to,
the  solvency, financial condition, or statements of the Company,
or  the  performance or observance by the Company, of any of  its
respective  obligations under the Credit Agreement or  any  other
instrument or document furnished in connection therewith.

      (c)The  Assignee represents and warrants  that  (i)  it  is
duly  organized and existing and it has full power and  authority
to  take,  and  has taken, all action necessary  to  execute  and
deliver  this  Agreement  and  any other  documents  required  or
permitted  to  be  executed  or delivered  by  it  in  connection
herewith, and to fulfill its obligations hereunder; (ii) no

<PAGE> sf-709110                   4

notices  to,  or consents, authorizations, or approvals  of,  any
Person  are  required (other than any already given or  obtained)
for   its  due  execution,  delivery,  and  performance  of  this
Agreement;  and  apart  from any agreements  or  undertakings  or
filings  required by the Credit Agreement, no further action  by,
or  notice to, or filing with, any person is required of  it  for
such  execution, delivery, or performance; (iii)  this  Agreement
has  been  duly executed and delivered by it and constitutes  the
legal, valid, and binding obligation of the Assignee, enforceable
against  the  Assignee  in  accordance  with  the  terms  hereof,
subject,   as   to   enforcement,  to   bankruptcy,   insolvency,
moratorium, reorganization, and other laws of general application
relating  to  or  affecting  creditors'  rights  and  to  general
equitable principles; and (iv) it is an Eligible Assignee.

     9.   Further Assurances.  The Assignor and the Assignee each
hereby agrees to execute and deliver such other instruments,  and
take such other action, as either party may reasonably request in
connection  with the transactions contemplated by this Agreement,
including  the  delivery of any notices  or  other  documents  or
instruments to the Company or the Agent, which may be required in
connection   with  the  assignment  and  assumption  contemplated
hereby.

     10.  Miscellaneous.

      (a)Any  amendment  or  waiver  of  any  provision  of  this
Agreement  shall be in writing and signed by the parties  hereto.
No  failure  or  delay by either party hereto in  exercising  any
right,  power, or privilege hereunder shall operate as  a  waiver
thereof  and any waiver of any breach of the provisions  of  this
Agreement  shall be without prejudice to any rights with  respect
to any other or further breach thereof.

      (b)All  payments made hereunder shall be made  without  any
set-off or counterclaim.

      (c)The  Assignor and the Assignee shall each  pay  its  own
costs  and  expenses incurred in connection with the negotiation,
preparation, execution, and performance of this Agreement.

      (d)This  Agreement  may  be  executed  in  any  number   of
counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument.

      (e)      THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN  ACCORDANCE  WITH,  THE LAW OF THE STATE  OF  NEW  YORK.   The
Assignor  and  the  Assignee  each  irrevocably  submits  to  the
non-exclusive jurisdiction of any New York State or Federal court
sitting  in  the  City  of  New York over  any  suit,  action  or
proceeding  arising  out of or relating  to  this  Agreement  and
irrevocably  agrees  that all claims in  respect  of  such  suit,
action or proceeding may be heard and determined in such New York
State  or Federal court, and each party to this Agreement  hereby
irrevocably  waives, to the fullest extent it may effectively  do
so,  the  defense of an inconvenient forum to the maintenance  of
such suit, Action or proceeding.

      (f)THE  ASSIGNOR  AND THE ASSIGNEE EACH  HEREBY  KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A
TRIAL  BY  JURY  IN  RESPECT OF ANY LITIGATION BASED  HEREON,  OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT,  THE
CREDIT AGREEMENT, ANY RELATED DOCUMENTS AND AGREEMENTS, OR ANY

<PAGE> sf-709110                   5

COURSE  OF  CONDUCT,  COURSE  OF  DEALING,  OR  OTHER  STATEMENTS
(WHETHER VERBAL OR WRITTEN).

     [Other  provisions to be added as may be negotiated  between
the  Assignor and the Assignee, provided that such provisions are
not inconsistent with the Credit Agreement.]







<PAGE> sf-709110                   6

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

                                 [ASSIGNOR]
Address:
____________________________     By: ____________________________
[Address of Assignor]                 _________________(print name)
                                 Title: _________________________

                                 [ASSIGNEE]
Address:
____________________________     By: ____________________________
[Address of Assignee]                   _________________(print name)
                                 Title: _________________________




<PAGE> sf-709110                   7

                                 Attachment A to Exhibit 12.08(b)
                              Assignment and Assumption Agreement

                  FORM OF NOTICE OF ASSIGNMENT

To:  Georgia-Pacific Corporation
     133 Peachtree Street, N.E.
     Atlanta, Georgia   30303

     Attention:     Treasurer's Department

To:  Bank of America National Trust
       and Savings Association, as Agent and Issuing Bank
     Credit Products - Forest Products - SF #9973
     Mail Code:  CA5-705-41-01
     555 California St., 41st Fl.
     San Francisco, CA 94104

     Attention:     Mike Balok, Managing Director

               Re:  Georgia-Pacific Corporation Credit Agreement,
                    dated as of July 22, 1999

Ladies and Gentlemen:

     We  refer to Section 12.08(b) of the Credit Agreement, dated
as  of July 22, 1999 (together with all amendments, if any,  from
time to time made thereto, the "Credit Agreement"), among GEORGIA-
PACIFIC  CORPORATION, a Georgia corporation (the "Company"),  the
Lenders party thereto, BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION,  as administrative agent (the "Agent"),  COMMERZBANK
AG,  NEW  YORK  BRANCH,  as Documentation Agent,  and  THE  CHASE
MANHATTAN  BANK  and  CITIBANK, N.A., as  Co-Syndication  Agents.
Unless   otherwise  defined  herein  or  the  context   otherwise
requires,  terms  used herein have the meanings provided  in  the
Credit Agreement.

     This  Notice  of Assignment is delivered to you pursuant  to
Section  12.08(b)  of the Credit Agreement and  also  constitutes
notice  to  each of you, pursuant to Section 12.08(b)(i)  of  the
Credit  Agreement,  of  the assignment to  ________________  (the
"Assignee") of [____%] of the Commitment and the Committed  Loans
of ___________________________ (the "Assignor") outstanding under
the  Credit  Agreement on the date hereof, which  assignment  was
undertaken  pursuant  to an Assignment and Assumption  Agreement,
duly  executed and delivered by the Assignor and the Assignee  on
_____________,  _____.   After giving  effect  to  the  foregoing
assignment, the Assignor's and the Assignee's Commitments for the
purposes  of  the  Credit Agreement are set forth  opposite  such
Person's name on the signature pages hereof.

     [If applicable:  The Assignee hereby represents and warrants

<PAGE> sf-709110                   8

to  the  Agent  that it has obtained from the Company  the  prior
consent to the assignment required pursuant to Section 12.08(a).]
The  Assignee  hereby  acknowledges  and  confirms  that  it  has
received  a  copy of the Credit Agreement and the  Schedules  and
Exhibits  thereto,  together with copies of the  documents  which
were  required  to be delivered under the Credit Agreement  as  a
condition  to  the  initial Borrowing thereunder.   The  Assignee
further  confirms and agrees that in becoming  a  Lender  and  in
extending its Commitment and making its Committed Loans under the
Credit  Agreement,  such actions have and will  be  made  without
recourse to, or representation or warranty by, the Agent.

     Except  as  otherwise  provided  in  the  Credit  Agreement,
effective as of the date contemplated by Section 12.08(b)(iii) of
the  Credit  Agreement for the effectiveness  of  the  assignment
which is the subject of this Notice of Assignment (the "Effective
Date"):

          (a)  the Assignee

                     (i)   shall be deemed automatically to  have
          become  a party to the Credit Agreement, have  all  the
          rights  and obligations of a "Lender" under the  Credit
          Agreement and the other Loan Documents as if it were an
          original  signatory thereto to the extent specified  in
          the second paragraph hereof; and

                     (ii)  agrees  to be bound by the  terms  and
          conditions  set forth in the Credit Agreement  and  the
          other   Loan  Documents  as  if  it  were  an  original
          signatory thereto; and

            (b)    the  Assignor  shall  be  released  from   its
     obligations  under the Credit Agreement and the  other  Loan
     Documents  to  the extent specified in the second  paragraph
     hereof.

     The   Assignor  and  the  Assignee  hereby  agree  that  the
[Assignor]  [Assignee] will pay to the Agent the  processing  fee
referred to in Section 12.08(b)(ii) of the Credit Agreement  upon
the delivery hereof.

     The  Assignee  hereby advises each of you of  the  following
administrative  details with respect to the  assigned  Loans  and
Commitments and requests the Agent to acknowledge receipt of this
document:

          (A)  Address for Notices:

               Institution Name:
               Attention:

               Domestic Lending Office:
               Telephone:
               Facsimile:


<PAGE> sf-709110                   9

               Eurodollar Lending Office:

               Telephone:
               Facsimile:


          (B)  Payment Instructions:

     The  Assignee agrees to furnish to the Agent and the Company
on  or  before  the  Effective Date the tax form[s]  required  by
Section 4.05(f) (if so required) of the Credit Agreement.

     This  Notice  of Assignment may be executed by the  Assignor
and the Assignee in separate counterparts, each of which when  so
executed and delivered shall be deemed to be an original and  all
of  which taken together shall constitute one and the same notice
and agreement.

Adjusted Tranche A Commitment:    [ASSIGNOR]

                                  By: __________________________
$__________________               Title: _______________________

Adjusted Tranche B Commitment:


$__________________


Tranche A Commitment:             [ASSIGNEE]

                                  By: __________________________
$_________________                Title: _______________________

Tranche B Commitment:


$_________________





<PAGE> sf-709110                   10


ACCEPTED AND ACKNOWLEDGED
this _____ day of__________, ____

BANK OF AMERICA NATIONAL TRUST
 AND SAVINGS ASSOCIATION,
as Agent and Issuing Bank


By: __________________________
Title: _______________________


GEORGIA-PACIFIC CORPORATION


By: __________________________
Title: _______________________



<PAGE> sf-709110                   11