<PAGE>

                                                                    Exhibit 10.1

                                                                  EXECUTION COPY

                    $225,000,000.00 REVOLVING CREDIT FACILITY

                                CREDIT AGREEMENT

                                  by and among

                             P.H. GLATFELTER COMPANY

                                       and

                    Certain of its Subsidiaries, as Borrowers

                                       and

                       THE BANKS PARTY HERETO, as Lenders

                                       and

             PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent

                                      with

           PNC CAPITAL MARKETS LLC and CITIZENS BANK OF PENNSYLVANIA,

                  as Joint Lead Arrangers and Joint Bookrunners

                                       and

               CITIZENS BANK OF PENNSYLVANIA, as Syndication Agent

                           Dated as of April 29, 2010

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>                                                                         <C>
1.  CERTAIN DEFINITIONS..................................................      1
    1.1   Certain Definitions............................................      1
    1.2   Construction...................................................     28
          1.2.1   Number; Inclusion......................................     28
          1.2.2   Determination..........................................     28
          1.2.3   Administrative Agent's Discretion and Consent..........     28
          1.2.4   Documents Taken as a Whole.............................     28
          1.2.5   Headings...............................................     29
          1.2.6   Implied References to this Agreement...................     29
          1.2.7   Persons................................................     29
          1.2.8   Modifications to Documents.............................     29
          1.2.9   From, To and Through...................................     29
          1.2.10  Shall; Will............................................     29
          1.2.11  Quebec Matters.........................................     29
    1.3   Accounting Principles..........................................     30
2.  REVOLVING CREDIT AND SWING LOAN FACILITIES...........................     31
    2.1   Revolving Credit Commitments...................................     31
          2.1.1   Revolving Credit Loans.................................     31
          2.1.2   Swing Loan Commitment..................................     33
    2.2   Nature of Lenders' Obligations with Respect to Revolving Credit
          Loans..........................................................     33
    2.3   Commitment Fees................................................     33
    2.4   Revolving Credit Loan Requests.................................     34
          2.4.1   Revolving Credit Loan Requests.........................     34
          2.4.2   Swing Loan Requests....................................     34
    2.5   Making Revolving Credit Loans and Swing Loans; Revolving Credit
          Notes and Swing Notes..........................................     35
          2.5.1   Making Revolving Credit Loans..........................     35
          2.5.2   Making Swing Loans.....................................     35
    2.6   Revolving Credit Notes.........................................     35
    2.7   Swing Loan Note................................................     35
    2.8   Borrowings to Repay Swing Loans................................     36
    2.9   Utilization of Commitments in Optional Currencies..............     36
          2.9.1   Periodic Computations of Dollar Equivalent Amounts of
                  Revolving Credit Loans and Letters of Credit
                  Outstanding............................................     36
          2.9.2   Notices From Lenders That Optional Currencies Are
                  Unavailable to Fund New Loans..........................     36
          2.9.3   Notices From Lenders That Optional Currencies Are
                  Unavailable to Fund Renewals of the Euro-Rate Option...     37
          2.9.4   European Monetary Union................................     37
</TABLE>


                                       -i-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>                                                                         <C>
          2.9.5   Requests for Additional Optional Currencies............     38
    2.10  Use of Proceeds................................................     38
    2.11  Letter of Credit Subfacility...................................     38
          2.11.1  Issuance of Letters of Credit..........................     38
          2.11.2  Letter of Credit Fees..................................     39
          2.11.3  Disbursements, Reimbursement...........................     39
          2.11.4  Repayment of Participation Advances....................     41
          2.11.5  Documentation..........................................     41
          2.11.6  Determinations to Honor Drawing Requests...............     42
          2.11.7  Nature of Participation and Reimbursement Obligations..     42
          2.11.8  Indemnity..............................................     44
          2.11.9  Liability for Acts and Omissions.......................     44
    2.12  Currency Repayments............................................     46
    2.13  Optional Currency Amounts......................................     46
    2.14  Reduction of Commitment........................................     46
3.  INTEREST RATES.......................................................     47
    3.1   Interest Rate Options..........................................     47
          3.1.1   Interest Rate Options..................................     47
          3.1.2   Rate Quotations........................................     47
    3.2   Interest Periods...............................................     48
          3.2.1   Amount of Borrowing Tranche............................     48
          3.2.2   Renewals...............................................     48
    3.3   Interest After Default.........................................     48
          3.3.1   Letter of Credit Fees, Interest Rate...................     48
          3.3.2   Other Obligations......................................     48
          3.3.3   Acknowledgment.........................................     48
    3.4   Euro-Rate Unascertainable; Illegality; Increased Costs;
          Deposits Not Available.........................................     49
          3.4.1   Unascertainable........................................     49
          3.4.2   Illegality; Increased Costs; Deposits Not Available....     49
          3.4.3   Administrative Agent's and Lender's Rights.............     49
    3.5   Selection of Interest Rate Options.............................     50
    3.6   Canadian Interest Act Disclosure...............................     50
    3.7   Canadian Usury Provision.......................................     50
4.  PAYMENTS.............................................................     51
    4.1   Payments.......................................................     51
    4.2   Pro Rata Treatment of Lenders..................................     52
    4.3   Interest Payment Dates.........................................     52
    4.4   Voluntary Prepayments..........................................     52
</TABLE>


                                      -ii-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>                                                                         <C>
          4.4.1   Right to Prepay........................................     52
          4.4.2   Replacement of a Lender................................     53
          4.4.3   Change of Lending Office...............................     54
    4.5   Mandatory Prepayments..........................................     54
          4.5.1   Currency Fluctuations..................................     54
          4.5.2   Application Among Interest Rate Options................     55
    4.6   Additional Compensation in Certain Circumstances...............     55
          4.6.1   Increased Costs or Reduced Return Resulting from Taxes,
                  Reserves, Capital Adequacy Requirements, Expenses,
                  Etc....................................................     55
          4.6.2   Indemnity..............................................     56
    4.7   Interbank Market Presumption...................................     56
    4.8   Taxes..........................................................     57
          4.8.1   No Deductions..........................................     57
          4.8.2   Stamp Taxes............................................     57
          4.8.3   Indemnification for Taxes Paid by a Lender.............     57
          4.8.4   Certificate............................................     57
          4.8.5   Exclusions, etc........................................     58
          4.8.6   Change of Lending Office, etc..........................     58
          4.8.7   Survival...............................................     58
    4.9   Judgment Currency..............................................     58
          4.9.1   Currency Conversion Procedures for Judgments...........     58
          4.9.2   Indemnity in Certain Events............................     59
    4.10  Notes..........................................................     59
    4.11  Settlement Date Procedures.....................................     59
    4.12  Borrowers' Agent...............................................     60
5.  REPRESENTATIONS AND WARRANTIES.......................................     60
    5.1   Representations and Warranties.................................     60
          5.1.1   Organization and Qualification.........................     60
          5.1.2   Subsidiaries...........................................     60
          5.1.3   Power and Authority....................................     61
          5.1.4   Validity and Binding Effect............................     61
          5.1.5   No Conflict............................................     61
          5.1.6   Litigation.............................................     62
          5.1.7   Title to Properties....................................     62
          5.1.8   Financial Statements...................................     62
          5.1.9   Use of Proceeds; Margin Stock..........................     63
          5.1.10  Full Disclosure........................................     63
          5.1.11  Taxes..................................................     63
          5.1.12  Consents and Approvals.................................     64
          5.1.13  No Event of Default; Compliance with Instruments.......     64
</TABLE>


                                      -iii-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>                                                                         <C>
          5.1.14  Patents, Trademarks, Copyrights, Licenses, Etc.........     64
          5.1.15  Insurance..............................................     64
          5.1.16  Compliance with Laws...................................     65
          5.1.17  Material Contracts; Burdensome Restrictions............     65
          5.1.18  Investment Companies; Regulated Entities...............     65
          5.1.19  Plans and Benefit Arrangements.........................     65
          5.1.20  Employment Matters.....................................     66
          5.1.21  Environmental Matters..................................     67
          5.1.22  Senior Debt Status.....................................     68
          5.1.23  Anti-Terrorism Laws....................................     68
    5.2   Continuation of Representations................................     70
    5.3   Updates to Schedules...........................................     70
6.  CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT..............     70
    6.1   First Loans and Letters of Credit..............................     70
          6.1.1   Officer's Certificate..................................     70
          6.1.2   Secretary's Certificate................................     71
          6.1.3   Delivery of Loan Documents.............................     71
          6.1.4   Opinion of Counsel.....................................     71
          6.1.5   Legal Details..........................................     72
          6.1.6   Payment of Fees........................................     72
          6.1.7   Consents...............................................     72
          6.1.8   Officer's Certificate Regarding MACs...................     72
          6.1.9   No Violation of Laws...................................     72
          6.1.10  No Actions or Proceedings; No Material Litigation......     72
          6.1.11  Other Requirements.....................................     73
    6.2   Each Additional Loan or Letter of Credit.......................     73
    6.3   Loans to Fund Acquisitions.....................................     73
7.  COVENANTS............................................................     73
    7.1   Affirmative Covenants..........................................     73
          7.1.1   Preservation of Existence, Etc.........................     73
          7.1.2   Payment of Liabilities, Including Taxes, Etc...........     74
          7.1.3   Maintenance of Insurance...............................     74
          7.1.4   Maintenance of Properties and Leases...................     74
          7.1.5   Maintenance of Patents, Trademarks, Etc................     74
          7.1.6   Visitation Rights......................................     75
          7.1.7   Keeping of Records and Books of Account................     75
          7.1.8   Plans and Benefit Arrangements.........................     75
          7.1.9   Compliance with Laws...................................     75
          7.1.10  Joinder of Guarantors and Borrowers....................     76
</TABLE>


                                      -iv-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>                                                                         <C>
          7.1.11  Anti-Terrorism Laws....................................     76
          7.1.12  German and English Borrowers...........................     77
    7.2   Negative Covenants.............................................     78
          7.2.1   Indebtedness...........................................     78
          7.2.2   Liens..................................................     80
          7.2.3   Guaranties.............................................     80
          7.2.4   Loans and Investments..................................     80
          7.2.5   Dividends and Related Distributions....................     82
          7.2.6   Liquidations, Mergers, Consolidations, Acquisitions....     82
          7.2.7   Dispositions of Assets or Subsidiaries.................     84
          7.2.8   Affiliate Transactions.................................     85
          7.2.9   Subsidiaries...........................................     85
          7.2.10  Continuation of or Change in Business..................     86
          7.2.11  Plans and Benefit Arrangements.........................     86
          7.2.12  Fiscal Year............................................     86
          7.2.13  Issuance of Stock......................................     86
          7.2.14  Changes in Organizational Documents....................     86
          7.2.15  Maximum Leverage Ratio.................................     87
          7.2.16  Minimum Interest Coverage Ratio........................     87
          7.2.17  Receivables Entities and Timberland Note Monetization
                  Entities...............................................     87
    7.3   Reporting Requirements.........................................     88
          7.3.1   Quarterly Financial Statements.........................     88
          7.3.2   Annual Financial Statements............................     88
          7.3.3   Certificate of the Borrower............................     89
          7.3.4   Notice of Default......................................     89
          7.3.5   Notice of Litigation...................................     89
          7.3.6   Notice of Change in Debt Rating........................     89
          7.3.7   Certain Events.........................................     90
          7.3.8   Budgets, Forecasts, Other Reports and Information......     90
          7.3.9   Notices Regarding Plans and Benefit Arrangements.......     91
8.  DEFAULT..............................................................     92
    8.1   Events of Default..............................................     92
          8.1.1   Payments Under Loan Documents..........................     92
          8.1.2   Breach of Warranty.....................................     92
          8.1.3   Breach of Negative Covenants and Certain Affirmative
                  Covenants..............................................     92
          8.1.4   Breach of Other Covenants..............................     93
          8.1.5   Defaults in Other Agreements or Indebtedness...........     93
          8.1.6   Final Judgments or Orders..............................     93
          8.1.7   Loan Document Unenforceable............................     93
</TABLE>


                                       -v-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>                                                                         <C>
          8.1.8   Proceedings Against Assets.............................     93
          8.1.9   Notice of Lien or Assessment...........................     94
          8.1.10  Insolvency.............................................     94
          8.1.11  Events Relating to Plans and Benefit Arrangements......     94
          8.1.12  Cessation of Business..................................     94
          8.1.13  Change of Control......................................     95
          8.1.14  Involuntary Proceedings................................     95
          8.1.15  Voluntary Proceedings..................................     95
    8.2   Consequences of Event of Default...............................     96
          8.2.1   Events of Default Other Than Bankruptcy, Insolvency or
                  Reorganization Proceedings.............................     96
          8.2.2   Bankruptcy, Insolvency or Reorganization Proceedings...     96
          8.2.3   Set-off................................................     96
          8.2.4   Suits, Actions, Proceedings............................     97
          8.2.5   Application of Proceeds................................     97
9.  THE AGENT............................................................     98
    9.1   Appointment....................................................     98
    9.2   Delegation of Duties...........................................     98
    9.3   Nature of Duties; Independent Credit Investigation.............     98
    9.4   Actions in Discretion of Administrative Agent; Instructions
          From the Lenders...............................................     99
    9.5   Reimbursement and Indemnification of Administrative Agent by
          the Borrower...................................................     99
    9.6   Exculpatory Provisions; Limitation of Liability................    100
    9.7   Reimbursement and Indemnification of Administrative Agent by
          Lenders........................................................    101
    9.8   Reliance by Administrative Agent...............................    101
    9.9   Notice of Default..............................................    102
    9.10  Notices........................................................    102
    9.11  Lenders in Their Individual Capacities; Administrative Agent in
          its Individual Capacity........................................    102
    9.12  Holders of Notes...............................................    102
    9.13  Sharing of Payments............................................    103
    9.14  Successor Administrative Agent.................................    103
    9.15  Administrative Agent's Fee.....................................    104
    9.16  Availability of Funds..........................................    104
    9.17  Calculations...................................................    104
    9.18  No Reliance on Administrative Agent's Customer Identification
          Program........................................................    105
    9.19  Beneficiaries..................................................    105
</TABLE>


                                      -vi-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>                                                                         <C>
10. MISCELLANEOUS........................................................    105
    10.1  Modifications, Amendments or Waivers...........................    105
          10.1.1  Increase of Commitment.................................    105
          10.1.2  Extension of Payment; Reduction of Principal Interest
                  or Fees................................................    106
          10.1.3  Release a Guarantor....................................    106
          10.1.4  Miscellaneous..........................................    106
    10.2  No Implied Waivers; Cumulative Remedies; Writing Required......    106
    10.3  Reimbursement and Indemnification of Lenders by the Borrower...    107
    10.4  Holidays.......................................................    107
    10.5  Funding by Branch, Subsidiary or Affiliate.....................    108
          10.5.1  Notional Funding.......................................    108
          10.5.2  Actual Funding.........................................    108
    10.6  Notices; Lending Offices.......................................    108
    10.7  Severability...................................................    109
    10.8  Governing Law..................................................    110
    10.9  Prior Understanding............................................    110
    10.10 Duration; Survival.............................................    110
    10.11 Successors and Assigns.........................................    110
    10.12 Confidentiality................................................    112
          10.12.1 General................................................    112
          10.12.2 Sharing Information With Affiliates of the Lenders.....    112
    10.13 Counterparts...................................................    113
    10.14 Administrative Agent's or Lender's Consent.....................    113
    10.15 Exceptions.....................................................    113
    10.16 CONSENT TO FORUM; WAIVER OF JURY TRIAL.........................    113
    10.17 Certifications From Lenders and Participants...................    114
          10.17.1 Tax Withholding........................................    114
          10.17.2 USA Patriot Act........................................    115
    10.18 Nature of Foreign Borrower Obligations.........................    115
    10.19 Pledge of Foreign Loan Party Loans.............................    116
</TABLE>


                                      -vii-

<PAGE>

                         LIST OF SCHEDULES AND EXHIBITS

SCHEDULES
SCHEDULE 1.1(A)   - PRICING GRID
SCHEDULE 1.1(B)   - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(E)   - EXISTING LETTERS OF CREDIT
SCHEDULE 1.1(M)   - MATERIAL SUBSIDIARIES
SCHEDULE 1.1(P)   - PERMITTED LIENS
SCHEDULE 5.1.1    - DOMESTIC QUALIFICATIONS TO DO BUSINESS
SCHEDULE 5.1.2    - SUBSIDIARIES
SCHEDULE 5.1.6    - LITIGATION
SCHEDULE 5.1.12   - CONSENTS AND APPROVALS
SCHEDULE 5.1.14   - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.
SCHEDULE 7.2.1    - PERMITTED INDEBTEDNESS
SCHEDULE 7.2.4    - EXISTING INVESTMENTS

EXHIBITS
EXHIBIT 1.1(A)    - ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(B)    - BORROWER JOINDER
EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER
EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT
EXHIBIT 1.1(R)    - REVOLVING CREDIT NOTE
EXHIBIT 1.1(S)    - SWING LOAN NOTE
EXHIBIT 2.4       - LOAN REQUEST
EXHIBIT 6.1.4     - OPINION OF COUNSEL
EXHIBIT 7.2.6     - ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 7.3.3     - QUARTERLY COMPLIANCE CERTIFICATE


                                     -viii-

<PAGE>

                                CREDIT AGREEMENT

     THIS CREDIT AGREEMENT is dated as of April 29, 2010, and is made by and
among P.H. GLATFELTER COMPANY, a Pennsylvania corporation ( the "COMPANY") and
certain of its subsidiaries identified on the signature pages hereto (each a
"BORROWER" and collectively, the "BORROWERS"), each of the GUARANTORS (as
hereinafter defined), the LENDERS (as hereinafter defined), PNC BANK, NATIONAL
ASSOCIATION, in its capacity as agent for the Lenders under this Agreement
(hereinafter referred to in such capacity as the "ADMINISTRATIVE AGENT"), and,
for the limited purpose of public identification in trade tables, PNC CAPITAL
MARKETS LLC and CITIZENS BANK OF PENNSYLVANIA, as joint arrangers and joint
bookrunners, and CITIZENS BANK OF PENNSYLVANIA, as syndication agent.

                                   WITNESSETH:

     WHEREAS, the Borrowers have requested the Lenders to provide a revolving
credit facility to the Borrowers in an aggregate principal amount not to exceed
$225,000,000; and

     WHEREAS, proceeds of the revolving credit facility shall be used for (1)
refinancing existing Indebtedness, and (2) general corporate purposes; and

     WHEREAS, the Lenders are willing to provide such credit upon the terms and
conditions hereinafter set forth;

     NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:

                             1. CERTAIN DEFINITIONS

          1.1 CERTAIN DEFINITIONS.

          In addition to words and terms defined elsewhere in this Agreement,
the following words and terms shall have the following meanings, respectively,
unless the context hereof clearly requires otherwise:

               2006 SENIOR NOTES shall mean the Company's 7 ?% senior notes,
issued in 2006 and due May 1, 2016, in the aggregate principal amount of
$200,000,000, guarantied by certain of the Loan Parties.

               2010 SENIOR NOTES shall mean the Company's 7 ?% senior notes,
issued in 2010 and due May 1, 2016, in the aggregate principal amount of
$100,000,000, guarantied by certain of the Loan Parties.

               ACCOUNTS RECEIVABLE FACILITY DOCUMENTS means all documentation
entered into by the Company and its Subsidiaries, including, without limitation,
the Receivables Entity, in connection with the sale or other transfer of
accounts receivable and other related assets pursuant to a Permitted Accounts
Receivable Program, as such documentation may be

<PAGE>

amended, restated, supplemented or otherwise modified from time to time in
accordance with the terms hereof and thereof.

               ADMINISTRATIVE AGENT shall have the meaning given to such term in
the introductory paragraph hereof.

               ADMINISTRATIVE AGENT'S FEE shall have the meaning assigned to
that term in Section 9.15.

               ADMINISTRATIVE AGENT'S LETTER shall have the meaning assigned to
that term in Section 9.15.

               AFFILIATE as to any Person shall mean any other Person (i) which,
directly or indirectly controls, is controlled by, or is under common control
with such Person. For purposes of this definition, "control" (including, with
correlative meanings, the term "controlled by" and "under common control with")
shall mean the power, directly or indirectly, either to (a) vote 10% or more of
the securities having ordinary voting power for the election of directors of
such Person or (b) direct or cause the direction of the management and policies
of such Person whether through the ownership of voting securities or by contract
or otherwise, including the power to elect a majority of the directors of a
corporation.

               AGREEMENT shall mean this Credit Agreement, as the same may be
extended, renewed, amended, supplemented or restated from time to time,
including all schedules and exhibits.

               ANTI-TERRORISM LAWS shall mean any Laws relating to terrorism or
money laundering, including Executive Order No. 13224, the USA Patriot Act, the
Laws comprising or implementing the Bank Secrecy Act, and the Laws administered
by the United States Treasury Department's Office of Foreign Asset Control (as
any of the foregoing Laws may from time to time be amended, renewed, extended,
or replaced).

               APPLICABLE COMMITMENT FEE RATE shall mean the percentage rate per
annum at the indicated level of Debt Rating in the pricing grid on SCHEDULE
1.1(A) next to the line titled "Commitment Fee." The Applicable Commitment Fee
Rate shall be computed in accordance with the parameters set forth on SCHEDULE
1.1(A).

               APPLICABLE MARGIN shall mean the percentage spread to be added to
Euro-Rate under the Euro-Rate Option or to the Base Rate under the Base Rate
Option at the indicated level of Debt Rating in the pricing grid on SCHEDULE
1.1(A) next to the line titled "Euro-Rate Spread" or "Base Rate Spread." The
Applicable Margin shall be computed in accordance with the parameters set forth
on SCHEDULE 1.1(A).

               ASSIGNMENT AND ASSUMPTION AGREEMENT shall mean an Assignment and
Assumption Agreement by and among a Purchasing Lender, a Transferor Lender and
the Administrative Agent, as Administrative Agent and on behalf of the remaining
Lenders, substantially in the form of EXHIBIT 1.1(A).


                                       2

<PAGE>

               AUGMENTING LENDER shall have the meaning assigned to such term in
Section 2.1.1.2.

               AUTHORIZED OFFICER shall mean those individuals, designated by
written notice to the Administrative Agent from the Company, on behalf of all
the Loan Parties, authorized to execute notices, reports and other documents on
behalf of the Loan Parties required hereunder. The Company, on behalf of all the
Loan Parties, may amend such list of individuals from time to time by giving
written notice of such amendment to the Administrative Agent.

               BASE RATE shall mean the greater of (i) the interest rate per
annum announced from time to time by the Administrative Agent at its Principal
Office as its then prime rate, which rate may not be the lowest rate then being
charged to commercial borrowers by the Administrative Agent, (ii) the Federal
Funds Open Rate plus 0.5% per annum, or (iii) the Daily Euro-Rate plus 1.00% per
annum.

               BASE RATE OPTION shall mean the option of the Borrowers to have
Loans bear interest at the rate and under the terms and conditions set forth in
Section 3.1.1(i).

               BENEFIT ARRANGEMENT shall mean at any time an "employee benefit
plan," within the meaning of Section 3(3) of ERISA, which is neither a Plan nor
a Multiemployer Plan and which is maintained, sponsored or otherwise contributed
to by any member of the ERISA Group.

               BLOCKED PERSON shall have the meaning assigned to such term in
Section 5.1.23.2.

               BORROWER shall have the meaning given to such term in the
introductory paragraph hereto and shall include any Person required to join this
Agreement pursuant to Section 7.2.9 or which elects to join this agreement as a
Borrower and, in each case, executes a Borrower Joinder.

               BORROWER JOINDER shall mean a joinder by a Person as a Borrower
under this Agreement and the other Loan Documents in substantially the form of
EXHIBIT 1.1(B).

               BORROWING DATE shall mean, with respect to any Loan, the date for
the making thereof or the renewal or conversion thereof at the same or a
different Interest Rate Option, which shall be a Business Day.

               BORROWING TRANCHE shall mean specified portions of Loans
outstanding as follows: (i) any Loans to which a Euro-Rate Option applies which
become subject to the same Interest Rate Option under the same Loan Request by
the Borrowers and which have the same Interest Period and which are denominated
either in Dollars or in the same Optional Currency shall constitute one
Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies shall
constitute one Borrowing Tranche.


                                       3
<PAGE>

               BUSINESS DAY shall mean any day other than a Saturday or Sunday
or a legal holiday on which commercial banks are authorized or required to be
closed for business in Pittsburgh, Pennsylvania and (i) if the applicable
Business Day relates to any Loan to which the Euro-Rate Option applies, such day
must also be a day on which dealings are carried on in the Relevant Interbank
Market, (ii) with respect to advances or payments of Loans or any other matters
relating to Loans denominated in an Optional Currency, such day also shall be a
day on which dealings in deposits in the relevant Optional Currency are carried
on in the Relevant Interbank Market, and (iii) with respect to advances or
payments of Loans denominated in an Optional Currency other than the Euro, such
day shall also be a day on which all applicable banks into which Loan proceeds
may be deposited are open for business and foreign exchange markets are open for
business in the principal financial center of the country of such currency and
in respect of Loans denominated in Euro shall be a TARGET Day.

               CANADIAN BORROWER shall mean any Borrower incorporated or
otherwise organized under the laws of Canada or any province or territory
thereof.

               CIP REGULATIONS shall have the meaning assigned to that term in
Section 9.18.

               CLOSING DATE shall mean the Business Day on which the first Loan
shall be made, which shall be April ___, 2010 or, if all the conditions
specified in Section 6 have not been satisfied or waived by such date, not later
than April 30, 2010, as designated by the Company, on behalf of all Loan
Parties, by at least five (5) Business Days' advance notice to the
Administrative Agent at its Principal Office, or such other date as the parties
agree. The closing shall take place at 10 a.m., Pittsburgh time, on the Closing
Date at the offices of Buchanan Ingersoll & Rooney PC, Princeton, New Jersey, or
at such other time and place as the parties agree.

               COMMERCIAL LETTER OF CREDIT shall mean any letter of credit which
is a commercial letter of credit issued in respect of the purchase of goods or
services by one or more of the Loan Parties in the ordinary course of their
business.

               COMMITMENT shall mean as to any Lender the aggregate of its
Revolving Credit Commitment and, in the case of PNC Bank, its Swing Loan
Commitment, and Commitments shall mean collectively, the Revolving Credit
Commitments of all the Lenders and the Swing Loan Commitment of PNC Bank.

               COMMITMENT FEE shall have the meaning assigned to that term in
Section 2.3.

               COMMITMENT INCREASE AMOUNT shall have the meaning assigned to
that term in Section 2.1.1.2.

               COMPANY shall have the meaning given to such term in the
introductory paragraph hereto.


                                       4

<PAGE>

               COMPLIANCE CERTIFICATE shall have the meaning assigned to such
term in Section 7.3.3.

               COMPUTATION DATE shall have the meaning assigned to such term in
Section 2.9.1.

               CONCERT ACQUISITION shall mean the acquisition by the Company of
Glatfelter Falkenhagen GmbH (f/k/a Concert GmbH), Glatfelter Falkenhagen Holding
GmbH (f/k/a Concert Europe GmbH), and Glatfelter Gatineau Ltee (f/k/a Concert
Airlaid Ltd.) pursuant to the Share Purchase Agreement, dated as of January 4,
2010, among Brookfield Special Situations Management Limited (f/k/a Tricap
Management Limited), the Company and Glatfelter Canada Inc.

               CONSIDERATION shall mean with respect to any Permitted
Acquisition, the aggregate of (i) any cash paid by any of the Loan Parties,
directly or indirectly, to the seller in connection therewith, (ii) the
Indebtedness incurred or assumed by any of the Loan Parties, whether in favor of
the seller or otherwise and whether fixed or contingent, including without
limitation any Guaranty given or incurred by any Loan Party in connection
therewith, and (iii) any other consideration given or obligation incurred by any
of the Loan Parties in connection therewith.

               CONSOLIDATED ADJUSTED EBITDA shall mean, for any period,
Consolidated EBITDA adjusted to include (without duplication) the pro forma
effects of acquisitions and divestitures (not including timberland property
sales) made during such period, excluding the EBITDA of divested Persons, but
including historical EBITDA of acquired Persons to the extent the acquired
EBITDA (i) has been audited by a nationally recognized independent certified
public accountant, or another independent certified public accountant reasonably
satisfactory to the Administrative Agent, (ii) is supported by a third party due
diligence report delivered by a nationally recognized firm or otherwise in form
and substance satisfactory to the Administrative Agent, (iii) is less than 15%
of Consolidated EBITDA as determined as of the last day of the fiscal quarter
immediately preceding the consummation of the acquisition (the "MOST RECENT
QUARTER") (or the quarter immediately preceding the Most Recent Quarter if the
applicable financial statements are not available for the Most Recent Quarter),
or (iv) is approved by the Required Lenders. Any such adjustment to Consolidated
EBITDA shall be made for four (4) fiscal quarters, starting with the fiscal
quarter in which the transaction giving rise to such adjustment was consummated;
provided that historical EBITDA of Persons acquired in connection with the
Concert Acquisition shall be in the aggregate amount of $25,000,000.00,
allocated $6,250,000.00 per fiscal quarter of the Company and its Subsidiaries,
for four (4) fiscal quarters, starting with the fiscal quarter in which the
Concert Acquisition was consummated.

               CONSOLIDATED EBITDA shall mean as of the end of any fiscal
quarter: (i) EBITDA of the Company and its Subsidiaries on a consolidated basis
for the immediately preceding four fiscal quarters, plus (without duplication)
(ii) the aggregate gain on sale of timberland properties, as determined in
accordance with GAAP, made within the four


                                       5

<PAGE>

immediately preceding fiscal quarters, net of any losses on such sales, provided
that the amount of the net gain on sale of timberland properties included in the
calculation of Consolidated EBITDA under this clause (ii) may not exceed 30% of
the Consolidated EBITDA of the Company and its Subsidiaries for the immediately
preceding four fiscal quarters (prior to including any gains from the sale of
timberland properties), provided, further, that Consolidated EBITDA shall
exclude non-recurring third party transaction costs relating to a Permitted
Acquisition such as (x) legal expenses, third party due diligence costs,
transaction advisory services, hedging costs and financing fees, if applicable,
for the fiscal quarters during which the transactions giving rise to such
non-recurring costs are consummated and (y) third party project management and
integration management costs in an aggregate amount up to $5,000,000 incurred
within one year of consummation of the transactions giving rise to such
non-recurring costs, for the fiscal quarters during which such costs are
incurred. The Company shall provide supporting invoices for the exclusions from
Consolidated EBITDA described in the preceding clauses (x) and (y) upon request
by the Administrative Agent.

               CONSOLIDATED TOTAL ASSETS shall mean, at any time, the total
consolidated assets of the Company and its Subsidiaries measured as of the last
day of the fiscal year ending on or prior to the date of determination, as
determined in accordance with GAAP.

               CONSOLIDATED TOTAL DEBT shall mean all long and short term
Indebtedness (but excluding Permitted Timberland Indebtedness and Permitted
Additional Timberland Indebtedness to the extent such Indebtedness is structured
similarly to Permitted Timberland Indebtedness as structured as of the Closing
Date).

               CONSOLIDATED TOTAL NET DEBT shall mean Consolidated Total Debt
less U.S. domestic cash and cash equivalents in excess of $25,000,000 of U.S.
domestic cash maintained or managed by a domestic branch of either a Lender or
an Affiliate of a Lender, provided that for the purposes of calculating the
Leverage Ratio, the maximum amount of U.S. domestic cash to be used to reduce
Consolidated Total Debt shall be limited to $50,000,000.

               CONTAMINATION shall mean the presence or release or threat of
release of Regulated Substances in, on, under or emanating to or from the
Property, which pursuant to Environmental Laws requires notification or
reporting to an Official Body, or which pursuant to Environmental Laws requires
the investigation, cleanup, removal, remediation, containment, abatement of or
other response action or which otherwise constitutes a violation of
Environmental Laws.

               DAILY EURO-RATE means for any day, the rate per annum determined
by the Administrative Agent by dividing (a) the Published Rate by (b) a number
equal to 1.00 minus the Euro-Rate Reserve Percentage on such day.

               DEBT RATING shall mean the corporate credit rating of Standard &
Poor's and the Issuer Rating of Moody's, in each case, of the Company.


                                       6

<PAGE>

               DECLINED SHARE shall have the meaning assigned to that term in
Section 2.1.1.2.

               DEFAULTING LENDER shall have the meaning assigned to that term in
Section 4.4.2.

               DESIGNATED CREDIT PARTIES means the Company and those
Subsidiaries that are from time to time party to the Accounts Receivable
Facility Documents.

               DOLLAR, DOLLARS, U.S. DOLLARS and the symbol $ shall mean lawful
money of the United States of America.

               DOLLAR EQUIVALENT shall mean, with respect to any amount of any
currency, the Equivalent Amount of such currency expressed in Dollars.

               DOLLAR EQUIVALENT REVOLVING FACILITY USAGE shall mean, at any
time, the sum of the Dollar Equivalent of the principal amount of Revolving
Credit Loans then outstanding and the principal amount of Swing Loans then
outstanding and the Dollar Equivalent amount of Letters of Credit Outstanding.

               DOMESTIC GUARANTOR shall mean those Guarantors which are
organized under the laws of the United States.

               DRAWING DATE shall have the meaning assigned to that term in
Section 2.11.3.2.

               EBITDA shall mean, for any period and any Person, net income
(excluding gains and losses on sales of assets (with the exception of sales of
timberland property noted in the definition of Consolidated EBITDA)) and
non-cash pension income and non-cash pension expenses) plus income tax expense,
interest expense (excluding Timberland Installment Sale Interest Expense),
depreciation, amortization expense and any Permitted EBITDA Add Backs (if
Consolidated EBITDA is being computed for the Company) of such Person.

               ENGLISH BORROWER shall mean any Borrower organized under the Laws
of England and Wales.

               ENVIRONMENTAL COMPLAINT shall mean any written complaint by any
Person or Official Body setting forth a cause of action for personal injury or
property damage, natural resource damage, contribution or indemnity for response
costs, civil or administrative penalties, criminal fines or penalties, or
declaratory or equitable relief arising under any Environmental Laws or any
order, notice of violation, citation, subpoena, request for information or other
written notice or demand of any type issued by an Official Body pursuant to any
Environmental Laws.

               ENVIRONMENTAL LAWS shall mean all applicable federal, state,
local and foreign Laws and any legally binding consent decrees, settlement
agreements, judgments, orders


                                       7

<PAGE>

or directives issued by or entered into with an Official Body pertaining or
relating to: (i) pollution or pollution control; (ii) protection of human health
or the environment; (iii) employee safety in the workplace as related to
exposure to Regulated Substances; (iv) the presence, use, management,
generation, manufacture, processing, extraction, treatment, recycling, refining,
reclamation, labeling, transport, storage, collection, distribution, disposal or
release or threat of release of Regulated Substances; (v) the presence of
Contamination; (vi) the protection of endangered or threatened species; and
(vii) the protection of Environmentally Sensitive Areas.

               ENVIRONMENTALLY SENSITIVE AREA shall mean (i) any wetland as
defined by applicable Laws; (ii) any area designated as a coastal zone pursuant
to applicable Laws; (iii) any area of historic or archeological significance or
scenic area as defined or designated by applicable Laws; (iv) habitats of
endangered species or threatened species as designated by applicable Laws; or
(v) a floodplain or other flood hazard area as defined pursuant to any
applicable Laws.

               EQUIVALENT AMOUNT shall mean, at any time, as determined by
Administrative Agent (which determination shall be conclusive absent manifest
error), with respect to an amount of any currency (the "REFERENCE CURRENCY")
which is to be computed as an equivalent amount of another currency (the
"EQUIVALENT Currency"), the amount of such Equivalent Currency converted from
such Reference Currency at Administrative Agent's spot selling rate (based on
the market rates then prevailing and available to Administrative Agent) for the
sale of such Equivalent Currency for such Reference Currency at a time
determined by Administrative Agent on the second Business Day immediately
preceding the event for which such calculation is made.

               EQUIVALENT CURRENCY shall have the meaning assigned to such term
in the definition of Equivalent Amount.

               ERISA shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended or supplemented from time to time, and any
successor statute of similar import, and the rules and regulations thereunder,
as from time to time in effect.

               ERISA GROUP shall mean, at any time, the Loan Parties and all
members of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control and all other entities which,
together with the Loan Parties, are treated as a single employer under Section
414 of the Internal Revenue Code.

               EURO shall refer to the lawful currency of the Participating
Member States.

               EUROPEAN INTERBANK MARKET shall mean the European interbank
market for Euro operating in Participating Member States.


                                       8

<PAGE>

               EURO-RATE shall mean, the following:

               (A) with respect to Dollar Loans comprising any Borrowing Tranche
to which the Euro-Rate Option applies for any Interest Period, the interest rate
per annum determined by the Administrative Agent by dividing (the resulting
quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum)
(i) the rate which appears on the Bloomberg Page BBAM1 (or on such other
substitute Bloomberg page that displays rates at which Dollar deposits are
offered by leading banks in the London interbank deposit market), or the rate
which is quoted by another source selected by the Administrative Agent which has
been approved by the British Bankers' Association as an authorized information
vendor for the purpose of displaying rates at which US Dollar deposits are
offered by leading banks in the London interbank deposit market (an "ALTERNATE
SOURCE"), at approximately 11:00 a.m., London time, two (2) Business Days prior
to the commencement of such Interest Period as the London interbank offered rate
for Dollars for an amount comparable to the principal amount of such Borrowing
Tranche and having a borrowing date and a maturity comparable to such Interest
Period (or if there shall at any time, for any reason, no longer exist a
Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a
comparable replacement rate determined by the Administrative Agent at such time
(which determination shall be conclusive absent manifest error)), by (ii) a
number equal to 1.00 minus the Euro-Rate Reserve Percentage. The Euro-Rate with
respect to Dollar Loans may also be expressed by the following formula:

                                        London interbank offered rate quoted by
                                        Bloomberg or appropriate successor as
                                        shown on

                            Euro-Rate = Bloomberg Page BBAM1
                                        ----------------------------------------
                                        1.00 - Euro-Rate Reserve Percentage

The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate
Option applies that is outstanding on the effective date of any change in the
Euro-Rate Reserve Percentage as of such effective date. The Administrative Agent
shall give prompt notice to the Borrowers of the Euro-Rate as determined or
adjusted in accordance herewith, which determination shall be conclusive absent
manifest error.

               (B) with respect to Optional Currency Loans in currency other
than Euro comprising any Borrowing Tranche to which the Euro-Rate Option applies
for any Interest Period, the interest rate per annum determined by
Administrative Agent by dividing (i) the rate which appears on the Bloomberg
Page BBAM1 (or on such other substitute Bloomberg page that displays rates at
which deposits in the relevant Optional Currency are offered by leading banks in
the Relevant Interbank Market), or the rate which is quoted by an Alternate
Source, at approximately 11:00 a.m., London time, two (2) Business Days prior to
the commencement of such Interest Period as the Relevant Interbank Market
offered rate for deposits in the relevant Optional Currency for an amount
comparable to the principal amount of such Borrowing Tranche and having a
borrowing date and a maturity comparable to such Interest Period (or if there
shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or
any substitute page) or any Alternate Source, a comparable replacement rate
determined by the


                                       9

<PAGE>

Administrative Agent at such time (which determination shall be conclusive
absent manifest error)), by (ii) a number equal to 1.00 minus the Euro-Rate
Reserve Percentage. Such Euro-Rate may also be expressed by the following
formula:

                                        Relevant InterbankMarket offered rate
                                        quoted by Bloomberg or appropriate
                                        successor as shown on

                            Euro-Rate = Bloomberg Page BBAM1
                                        ----------------------------------------
                                        1.00 - Euro-Rate Reserve Percentage

The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate
Option applies that is outstanding on the effective date of any change in the
Euro-Rate Reserve Percentage as of such effective date. The Administrative Agent
shall give prompt notice to the Borrowers of the Euro-Rate as determined or
adjusted in accordance herewith, which determination shall be conclusive absent
manifest error. The Euro-Rate for any Loans shall be based upon the Euro-Rate
for the currency in which such Loans are requested.

               (C) with respect to Optional Currency Loans denominated in Euro
comprising any Borrowing Tranche to which the Euro-Rate Option applies for any
Interest Period, the interest rate per annum determined by Administrative Agent
by dividing (i) the rate which appears on the Bloomberg Page BBAM1 (or on such
other substitute Bloomberg page that displays rates at which deposits in Euro
are offered by leading banks in the Relevant Interbank Market) or the rate which
is quoted by an Alternate Source, at approximately 11:00 a.m., Brussels time,
two (2) TARGET Days prior to the commencement of such Interest Period as the
Relevant Interbank Market offered rate for deposits in Euro for an amount
comparable to the principal amount of such Borrowing Tranche and having a
borrowing date and a maturity comparable to such Interest Period (or if there
shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or
any substitute page) or any Alternate Source, a comparable replacement rate
determined by the Administrative Agent at such time (which determination shall
be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the
Euro-Rate Reserve Percentage. Such Euro-Rate may also be expressed by the
following formula:

                                        London interbank offered rate quoted by
                                        Bloomberg or appropriate successor as
                                        shown on

                            Euro-Rate = Bloomberg Page BBAM1
                                        ----------------------------------------
                                        1.00 - Euro-Rate Reserve Percentage

The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate
Option applies that is outstanding on the effective date of any change in the
Euro-Rate Reserve Percentage as of such effective date. The Administrative Agent
shall give prompt notice to the Borrowers of the Euro-Rate as determined or
adjusted in accordance herewith, which determination shall be conclusive absent
manifest error. The Euro-Rate for any Loans shall be based upon the Euro-Rate
for the currency in which such Loans are requested.


                                       10

<PAGE>

               EURO-RATE OPTION shall mean the option of the Borrowers to have
Loans bear interest at the rate and under the terms and conditions set forth in
Section 3.1.1(ii).

               EURO-RATE RESERVE PERCENTAGE shall mean as of any day the maximum
percentage in effect on such day, (i) as prescribed by the Board of Governors of
the Federal Reserve System (or any successor) for determining the reserve
requirements (including supplemental, marginal and emergency reserve
requirements) with respect to eurocurrency funding (currently referred to as
"EUROCURRENCY LIABILITIES"); and (ii) to be maintained by a Lender as required
for reserve liquidity, special deposit, or similar purpose by any governmental
or monetary authority of any country or political subdivision thereof (including
any central bank), against (A) any category of liabilities that includes
deposits by reference to which a Euro-Rate is to be determined, or (B) any
category of extension of credit or other assets that includes Loans or Borrowing
Tranches to which a Euro-Rate applies.

               EVENT OF DEFAULT shall mean any of the events described in
Section 8.1 and referred to therein as an "Event of Default."

               EXECUTIVE ORDER NO. 13224 shall mean the Executive Order No.
13224 on Terrorist Financing, effective September 24, 2001, as the same has
been, or shall hereafter be, renewed, extended, amended or replaced.

               EXISTING LETTERS OF CREDIT shall mean those letters of credit
issued by PNC Bank or another Lender prior to the Closing Date as described on
SCHEDULE 1.1(E) attached hereto; provided that the Loan Parties will cause those
letters of credit issued by Lenders other than PNC Bank, as they expire, to be
replaced by letters of credit issued by PNC Bank under Section 2.11.

               EXPIRATION DATE shall mean, with respect to the Revolving Credit
Commitments, May 31, 2014.

               FACILITY SHARE shall mean for any Lender, the Revolving Credit
Commitment of such Lender.

               FEDERAL FUNDS EFFECTIVE RATE for any day shall mean the rate per
annum (based on a year of 360 days and actual days elapsed and rounded upward to
the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or
any successor) on such day as being the weighted average of the rates on
overnight federal funds transactions arranged by federal funds brokers on the
previous trading day, as computed and announced by such Federal Reserve Bank (or
any successor) in substantially the same manner as such Federal Reserve Bank
computes and announces the weighted average it refers to as the "Federal Funds
Effective Rate" as of the date of this Agreement; provided, if such Federal
Reserve Bank (or its successor) does not announce such rate on any day, the
"Federal Funds Effective Rate" for such day shall be the Federal Funds Effective
Rate for the last day on which such rate was announced.

               FEDERAL FUNDS OPEN RATE for any day shall mean the rate per annum
(based on a year of 360 days and the actual days elapsed) which is the daily
federal funds open


                                       11

<PAGE>

rate as quoted by ICAP North America, Inc. (or any successor) as set forth on
the Bloomberg Screen BTMM for that date opposite the caption "OPEN" (or such
other substitute Bloomberg Screen that displays such rate), or as set forth on
such other recognized electronic source used for the purpose of displaying such
rate as selected by the Administrative Agent (an "ALTERNATIVE SOURCE") (or if
such rate for such day does not appear on the Bloomberg Screen BTMM (or any
substitute screen) or on any Alternate Source, or if there shall at any time,
for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute
screen) or any Alternate Source, a comparable replacement rate determined by the
Administrative Agent at such time (which determination shall be conclusive
absent manifest error); provided, however, that if such day is not a Business
Day, the Federal Funds Open Rate for such day shall be the "open" rate on the
immediately preceding Business Day. If and when the Federal Funds Open Rate
changes, the rate of interest for any advance to which the Federal Funds Open
Rate applies will change automatically without notice to the Borrower, effective
on the date of any such change.

               FOREIGN BORROWER shall mean those Borrowers which are organized
under the laws of a jurisdiction other than the United States (or a political
subdivision thereof).

               FOREIGN LOAN PARTY shall mean a Loan Party which is organized
under the laws of a jurisdiction other than the United States (or a political
subdivision thereof).

               FOREIGN SUBSIDIARY shall mean any Subsidiary which is organized
under the laws of a jurisdiction other than the United States (or a political
subdivision thereof).

               FOX RIVER OU3-5 ENVIRONMENTAL CHARGES EVENT shall mean the date
on which both the following events shall have occurred:

          (i) the Loan Parties incur any charge described in the definition of
"Permitted EBITDA Add Backs" related to the Fox River site, Wisconsin, OU3-5 (if
the Loan Parties incur more than one such charge, this clause (i) refers only to
the first such charge), and

          (ii) the Loan Parties incur Indebtedness to finance the payment of the
charge referred to in clause (i) of this definition (if the Loan Parties incur
Indebtedness on more than one occasion to finance such payment, this clause (ii)
refers only to the first such incurrence).

               FOX RIVER OU3-5 RELATED DEBT shall mean the amount of
Indebtedness referred to in clause (ii) of the definition of Fox River OU3-5
Environmental Charges Event.

               GAAP shall mean generally accepted accounting principles as are
in effect in the United States from time to time, subject to the provisions of
Section 1.3, and applied on a consistent basis both as to classification of
items and amounts.

               GERMAN BORROWER shall mean any Borrower organized under the Laws
of Germany.


                                       12

<PAGE>

               GLAWSON NOTE shall mean a timberland installment sale note
payable by GIC Investments LLC to GPW VA Timberlands (by contribution from Pulp
Wood) in the principal amount of $43,170,000.00.

               GOVERNMENTAL ACTS shall have the meaning assigned to that term in
Section 2.11.8.

               GPW VA TIMBERLANDS shall mean GPW Virginia Timberlands LLC, a
Delaware limited liability company, a Non-Loan Party Subsidiary.

               GUARANTOR shall mean each of the parties to this Agreement which
is designated as a "Guarantor" on the signature page hereof and each other
Person which joins this Agreement as a Guarantor after the date hereof pursuant
to Section 7.1.10 and executes a Guarantor Joinder.

               GUARANTOR JOINDER shall mean a joinder by a Person as a Guarantor
under this Agreement, the Guaranty Agreement and the other Loan Documents in
substantially the form of EXHIBIT 1.1(G)(1).

               GUARANTY of any Person shall mean any obligation of such Person
guaranteeing or in effect guaranteeing any liability or obligation of any other
Person in any manner, whether directly or indirectly, including any agreement to
indemnify or hold harmless any other Person, any performance bond or other
suretyship arrangement and any other form of assurance against loss, except
endorsement of negotiable or other instruments for deposit or collection in the
ordinary course of business.

               GUARANTY AGREEMENT shall mean the Guaranty and Suretyship
Agreement in substantially the form of EXHIBIT 1.1(G)(2) executed and delivered
by each of the Guarantors.

               HEDGE LIABILITIES shall have the meaning given to such term in
the definition of "Lender Provided Interest Rate Hedge".

               HISTORICAL STATEMENTS shall have the meaning assigned to that
term in Section 5.1.8.1.

               INCREASING LENDER shall have the meaning assigned to that term in
Section 2.1.1.2.

               INDEBTEDNESS shall mean, without duplication, as to any Person at
any time, any and all indebtedness, obligations or liabilities (whether matured
or unmatured, liquidated or unliquidated, direct or indirect, absolute or
contingent, or joint or several) of such Person for or in respect of: (i)
borrowed money, (ii) amounts raised under or liabilities in respect of any note
purchase or acceptance credit facility, (iii) net reimbursement obligations
(contingent or otherwise) under any letter of credit, currency swap agreement,
interest rate swap, cap, collar or floor agreement or other interest rate
management device, (iv) any other transaction (including


                                       13

<PAGE>

forward sale or purchase agreements, capitalized leases and conditional sales
agreements) having the commercial effect of a borrowing of money entered into by
such Person to finance its operations or capital requirements (but not including
trade payables and accrued expenses incurred in the ordinary course of business
which are not represented by a promissory note or other evidence of indebtedness
and which are not more than sixty (60) days past due), (v) the outstanding
amount of any Permitted Accounts Receivable Program, or (vi) any Guaranty of
Indebtedness referred to in clauses (i) through (v) above.

               INSOLVENCY PROCEEDING shall mean, with respect to any Person, (i)
a case, action or proceeding with respect to such Person (A) before any court or
any other Official Body under any bankruptcy, insolvency, reorganization or
other similar Law now or hereafter in effect, or (B) for the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator
(or similar official) of any Loan Party or otherwise relating to the
liquidation, dissolution, winding-up or relief of such Person, or (ii) any
general assignment for the benefit of creditors, composition, marshaling of
assets for creditors, or other, similar arrangement in respect of such Person's
creditors generally or any substantial portion of its creditors; undertaken
under any Law.

               INTERCOMPANY SUBORDINATION AGREEMENT shall mean the Intercompany
Subordination Agreement dated as of even date herewith by the Loan Parties in
favor of the Administrative Agent for the benefit of the Lenders.

               INTEREST PERIOD shall mean the period of time selected by the
Company, on behalf of all the Borrowers, in connection with (and to apply to)
any election permitted hereunder by the Borrowers to have Loans bear interest
under the Euro-Rate Option. Subject to the last sentence of this definition,
such period shall be (A) one, two, three or six Months if the Borrowers select
the Euro-Rate Option, and (B) one or two Months with respect to any Loans made
in any Optional Currency. Such Interest Period shall commence on the effective
date of such Interest Rate Option, which shall be (i) the Borrowing Date if the
Borrowers are requesting new Loans, or (ii) the date of renewal of or conversion
to the Euro-Rate Option if the Borrowers are renewing or converting to the
Euro-Rate Option applicable to outstanding Loans. Notwithstanding the second
sentence hereof: (A) any Interest Period which would otherwise end on a date
which is not a Business Day shall be extended to the next succeeding Business
Day unless such Business Day falls in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day, and (B) the
Borrowers shall not select, convert to or renew an Interest Period for any
portion of the Loans that would end after the Expiration Date.

               INTEREST RATE, CURRENCY AND COMMODITY HEDGE shall mean (i) an
interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable
strike corridor or similar agreement, or (ii) a foreign exchange contract,
currency swap agreement, futures contract, option contract, commodity hedge,
synthetic cap or similar arrangement, in each case entered into by the Loan
Parties or their Subsidiaries in order to provide protection to, or minimize the
impact upon, the Borrowers, the Guarantor and/or their Subsidiaries of
increasing floating rates of interest applicable to Indebtedness and
fluctuations in currency values and commodity prices, as the case may be, and
not for speculative purposes.


                                       14

<PAGE>

               INTEREST RATE OPTION shall mean any Euro-Rate Option or Base Rate
Option.

               INTERNAL REVENUE CODE shall mean the Internal Revenue Code of
1986, as the same may be amended or supplemented from time to time, and any
successor statute of similar import, and the rules and regulations thereunder,
as from time to time in effect.

               ISSUING LENDER shall have the meaning assigned to that term in
Section 2.11.3.2.

               LABOR CONTRACTS shall mean all employment agreements, employment
contracts, collective bargaining agreements and other agreements among any Loan
Party or Subsidiary of a Loan Party and its employees.

               LAW shall mean any law (including common law), constitution,
statute, treaty, regulation, rule, ordinance, legally enforceable opinion or
release, ruling, order, injunction, writ, decree, bond, judgment, authorization
or approval, lien or award by or settlement agreement with any Official Body.

               LENDER-PROVIDED INTEREST RATE HEDGE shall mean an Interest Rate
Hedge which is provided by any Lender and meets the following requirements: such
Interest Rate Hedge (i) is documented in a standard International Swap Dealer
Association Agreement, using a reasonable and customary method of calculating
the reimbursable amount of the provider's credit exposure, and (ii) is entered
into for hedging (rather than speculative) purposes. The liabilities of the Loan
Parties to the provider of any Lender-Provided Interest Rate Hedge (the "HEDGE
LIABILITIES") shall be "Obligations" hereunder, guaranteed obligations under the
Guaranty Agreement and otherwise treated as Obligations for purposes of each of
the other Loan Documents.

               LENDERS shall mean the financial institutions named on SCHEDULE
1.1(B), their respective successors and assigns as permitted hereunder and each
Augmenting Lender joining this Agreement in accordance with the terms of Section
2.1.1.2 hereof, each of which is referred to herein as a Lender.

               LENDING OFFICE shall mean the office designated as such by a
Lender on Schedule 1.1(B).

               LETTER OF CREDIT shall have the meaning assigned to that term in
Section 2.11.1.

               LETTER OF CREDIT BORROWING shall have the meaning assigned to
such term in Section 2.11.3.4.

               LETTER OF CREDIT FEE shall have the meaning assigned to that term
in Section 2.11.2.


                                       15

<PAGE>

               LETTERS OF CREDIT OUTSTANDING shall mean at any time the sum of
(i) the aggregate undrawn face amount of outstanding Letters of Credit and (ii)
the aggregate amount of all unpaid and outstanding Reimbursement Obligations and
Letter of Credit Borrowings.

               LEVERAGE RATIO shall mean, as of the end of any fiscal quarter,
an amount equal to Consolidated Total Net Debt on such day divided by
Consolidated Adjusted EBITDA for the four fiscal quarters ending on such date of
determination.

               LIEN shall mean any mortgage, deed of trust, pledge, lien,
security interest, charge or other encumbrance or security arrangement of any
nature whatsoever, whether voluntarily or involuntarily given, including any
conditional sale or title retention arrangement, and any assignment, deposit
arrangement or lease intended as, or having the effect of, security and any
filed financing statement or other notice of any of the foregoing (whether or
not a lien or other encumbrance is created or exists at the time of the filing).

               LLC INTERESTS shall have the meaning given to such term in
Section 5.1.2.

               LOAN DOCUMENTS shall mean this Agreement, the Notes, the
Administrative Agent's Letter, the Guaranty Agreement, the Intercompany
Subordination Agreement and any other instruments, certificates or documents
delivered or contemplated to be delivered hereunder or thereunder or in
connection herewith or therewith, as the same may be supplemented or amended
from time to time in accordance herewith or therewith, and LOAN DOCUMENT shall
mean any of the Loan Documents.

               LOAN PARTIES shall mean the Borrowers and the Guarantors.

               LOAN REQUEST shall have the meaning given to such term in Section
2.4.1.

               LOANS shall mean, collectively, and LOAN shall mean, separately,
all Revolving Credit Loans and Swing Loans, or any Revolving Credit Loan or
Swing Loan.

               MATERIAL ADVERSE CHANGE shall mean any set of circumstances or
events which (a) is or could reasonably be expected to be material and adverse
to the business, properties, assets, financial condition or results of
operations of the Loan Parties taken as a whole, (b) impairs materially or could
reasonably be expected to impair materially the ability of the Loan Parties,
taken as a whole, to duly and punctually pay or perform their Indebtedness, or
(c) impairs materially the ability of the Administrative Agent or any of the
Lenders, to the extent permitted, to enforce their legal remedies pursuant to
this Agreement or any other Loan Document.

               MATERIAL EVENT OF DEFAULT shall mean any Event of Default
described in any of the following Sections: 8.1.1 (provided that a Material
Event of Default shall be deemed to occur upon any failure to pay principal,
interest or Commitment Fees without regard to the grace period provided for in
such Section 8.1.1), 8.1.3 (if such Event of Default arises because of a breach
of Section 7.2.15 or 7.2.16), 8.1.4 (if such Event of Default arises because of
a breach of Sections 7.3.1, 7.3.2 or 7.3.3), 8.1.10, 8.1.14, or 8.1.15.


                                       16

<PAGE>

               MATERIAL SUBSIDIARY means each Subsidiary of the Company which is
identified on Schedule 1.1(M) as a "Material Subsidiary," and each other
Subsidiary of the Company that has assets at such time, or revenues during the
most recently ended fiscal year, comprising 5% or more of the consolidated
assets of the Company and its Subsidiaries at such time, or of the consolidated
revenues of the Company and its Subsidiaries during such Fiscal Year, as the
case may be; provided, however, that notwithstanding the foregoing, "Material
Subsidiary" shall exclude GPW VA Timberlands and each Monetization Entity so
long as it remains in compliance with Section 7.2.17.

               MONETIZATION ENTITY shall have the meaning assigned to that term
in Section 7.2.17.

               MONTH, with respect to an Interest Period under the Euro-Rate
Option, shall mean the interval between the days in consecutive calendar months
numerically corresponding to the first day of such Interest Period. If any
Euro-Rate Interest Period begins on a day of a calendar month for which there is
no numerically corresponding day in the month in which such Interest Period is
to end, the final month of such Interest Period shall be deemed to end on the
last Business Day of such final month.

               MOODY'S shall mean Moody's Investors Service, Inc. and its
successors.

               MULTIPLE EMPLOYER PLAN shall mean a Plan which has two or more
contributing sponsors (including the Loan Parties or any member of the ERISA
Group) at least two of whom are not under common control, as such a plan is
described in Sections 4063 and 4064 of ERISA.

               MULTIEMPLOYER PLAN shall mean any employee benefit plan which is
a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA and to
which the Loan Parties or any member of the ERISA Group is then making or
accruing an obligation to make contributions or, within the preceding five Plan
years, has made or had an obligation to make such contributions.

               NON-CONSENTING LENDER shall have the meaning assigned to that
term in Section 10.1.

               NON-LOAN PARTY SUBSIDIARY shall mean a Subsidiary of the Company
which is not required to be a Guarantor and has not opted to become a Borrower
pursuant to Section 7.2.9.

               NOTES shall mean the Revolving Credit Notes and the Swing Note.

               NOTICES shall have the meaning assigned to that term in Section
10.6.

               OBLIGATION shall mean any obligation or liability of any of the
Loan Parties to the Administrative Agent or any of the Lenders, howsoever
created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing, or due or


                                       17

<PAGE>

to become due, under or in connection with this Agreement, the Notes, the
Letters of Credit, the Administrative Agent's Letter or any other Loan Document.
Obligations shall include the liabilities to any Lender under any
Lender-Provided Interest Rate Hedge but shall not include the liabilities to
other Persons under any other Interest Rate Hedge.

               OFFICIAL BODY shall mean any national, federal, state, local or
other government or political subdivision or any agency, authority, board,
bureau, central bank, commission, department or instrumentality of either, or
any court, tribunal, grand jury or arbitrator, in each case whether foreign or
domestic.

               OPTIONAL CURRENCY shall mean (i) the following lawful currencies:
Canadian dollars, British pounds sterling and the Euro, and (ii) any other
currency approved by Administrative Agent and all of the Lenders pursuant to
Section 2.9.5.

               ORDER shall have the meaning assigned to such term in Section
2.11.9.

               ORIGINAL CURRENCY shall have the meaning assigned to such term in
Section 4.9.1.

               OTHER CURRENCY shall have the meaning assigned to such term in
Section 4.9.1.

               OTHER TAXES shall have the meaning assigned to such term in
Section 4.8.2.

               OVERNIGHT RATE shall mean for any day with respect to any Loans
in an Optional Currency, the rate of interest per annum as determined by the
Administrative Agent at which overnight deposits in such currency, in an amount
approximately equal to the amount with respect to which such rate is being
determined, would be offered for such day in the Relevant Interbank Market.

               PARTICIPATING MEMBER STATE shall mean any member State of the
European Communities that adopts or has adopted the euro as its lawful currency
in accordance with legislation of the European Community relating to Economic
and Monetary Union.

               PARTICIPATION ADVANCE shall mean, with respect to any Lender,
such Lender's payment in respect of its participation in a Letter of Credit
Borrowing according to its Ratable Share pursuant to Section 2.11.3.4.

               PARTNERSHIP INTERESTS shall have the meaning given to such term
in Section 5.1.2.

               PBGC shall mean the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA or any successor.


                                       18

<PAGE>

               PERMITTED ACCOUNTS RECEIVABLE PROGRAM means an accounts
receivables securitization program concluded pursuant to the Accounts Receivable
Facility Documents and provided that (i) the aggregate principal amount thereof
does not exceed $100,000,000, (ii) on the effective date of such program and
after giving effect to such program and related transactions, there shall exist
no Events of Default or Potential Defaults, and (iii) the Company shall have
delivered to the Administrative Agent a certificate from a Responsible Officer
certifying that the foregoing conditions have been met.

               PERMITTED ACQUISITIONS shall have the meaning assigned to such
term in Section 7.2.6.

               PERMITTED ADDITIONAL TIMBERLAND INDEBTEDNESS shall mean
Indebtedness incurred by GPW VA Timberlands or a Monetization Entity after the
Closing Date in connection with its monetization of notes (other than the
Glawson Note) received in connection with a Permitted Timberland Installment
Sale, together with any refinancings, refundings, renewals or extensions thereof
permitted under Section 7.2.1(xvi)(B).

               PERMITTED ADDITIONAL TIMBERLAND INTERCOMPANY INDEBTEDNESS shall
mean intercompany Indebtedness incurred after the Closing Date in the form of
debt securities issued by the Company to GPW VA Timberlands or another
Monetization Entity (whether by contribution from Pulp Wood or through a
comparable intercompany transaction), together with any refinancings,
refundings, renewals or extensions thereof permitted under Section
7.2.1(xvi)(B).

               PERMITTED EBITDA ADD BACK shall mean, to the extent such charges
are deducted in the computation of net income of the Loan Parties in their
computation of EBITDA during the period specified, with appropriate adjustments
for the tax effects of such add-backs, charges incurred by the Loan Parties in
connection with environmental response and remediation, the presence of
contamination, natural resource damages or reimbursement of the EPA for incurred
costs at the Fox River site, Wisconsin, OU3-5, provided that the total amount of
such charges incurred during the term of this Agreement may not exceed
$20,000,000.00.

               PERMITTED INVESTMENTS shall mean:

                    (i) direct obligations of the United States of America or
any agency or instrumentality thereof or obligations backed by the full faith
and credit of the United States of America maturing in twelve (12) months or
less from the date of acquisition;

                    (ii) shares of any money market mutual fund rated at least
AAA by Standard & Poor's or at least Aaa by Moody's;

                    (iii) commercial paper maturing in 180 days or less rated
not lower than A-1, by Standard & Poor's or P-1 by Moody's on the date of
acquisition;


                                       19

<PAGE>

                    (iv) demand deposits or time deposits maturing within one
year from the date of creation, certificates of deposit and eurodollar time
deposits with maturities of one year or less from the date of acquisition,
bankers' acceptances with maturities not exceeding one year and overnight bank
deposits, in each case, with any Lender or with any domestic commercial bank
whose obligations are rated A-1, A or the equivalent or better by Standard &
Poor's, or P-1 or the equivalent or better by Moody's, on the date of
acquisition;

                    (v) repurchase obligations with a term of not more than
thirty (30) days for underlying securities of the types described in clauses
(iii) and (iv) above entered into with any financial institution meeting the
qualifications specified in clause (iv) above;

                    (vi) in the case of any Foreign Borrower, (a) direct
obligations of the sovereign nation (or any agency thereof) in which such
Borrower is organized and is conducting business or in obligations fully and
unconditionally guaranteed by such sovereign nation (or any agency thereof), (b)
investments of the type and maturity described in clauses (i) through (v) above
of foreign obligors, which investments or obligors (or the parents of such
obligors) have ratings described in such clauses or equivalent ratings from
comparable foreign rating agencies and (c) investments of the type and maturity
described in clauses (i) through (v) above of foreign obligors (or the parents
of such obligors), which investments of obligors (or the parents of such
obligors) are not rated as provided in such clauses or in clause (b) above but
which are, in the reasonable judgment of the Company and the Borrowers,
comparable in investment quality to such investments and obligors (or the
parents of such obligors);

                    (vii) Interest Rate Hedges otherwise permitted hereunder;
and

                    (viii) investments (including debt obligations) received in
connection with the bankruptcy or reorganization of suppliers and customers and
in settlement of delinquent obligations of, and other disputes with, customers
and suppliers arising in the ordinary course of business.

               PERMITTED LIENS shall mean:

                    (i) Liens for taxes, assessments, or similar charges,
incurred in the ordinary course of business and which are not yet due and
payable;

                    (ii) Pledges or deposits made in the ordinary course of
business to secure payment of workmen's compensation, or to participate in any
fund in connection with workmen's compensation, unemployment insurance, old-age
pensions or other social security programs;

                    (iii) Liens of mechanics, materialmen, warehousemen,
carriers, or other like Liens, securing obligations incurred in the ordinary
course of business that are not yet due and payable and Liens of landlords
securing obligations to pay lease payments that are not yet due and payable or
in default;


                                       20

<PAGE>

                    (iv) Good-faith pledges or deposits made in the ordinary
course of business to secure performance of bids, tenders, contracts (other than
for the repayment of borrowed money) or leases, not in excess of the aggregate
amount due thereunder, or to secure statutory obligations, or surety, appeal,
indemnity, performance or other similar bonds required in the ordinary course of
business;

                    (v) Encumbrances consisting of zoning restrictions,
easements or other restrictions on the use of real property, none of which
materially impairs the use of such property or the value thereof, and none of
which is violated in any material respect by existing or proposed structures or
land use;

                    (vi) Liens, security interests and mortgages in favor of the
Administrative Agent, for the benefit of the Lenders, securing the Obligations
including liabilities under any Lender-Provided Interest Rate Hedge;

                    (vii) Liens on property leased by any Loan Party or
Subsidiary of a Loan Party under capital and operating leases permitted in
Section 7.2.1 securing obligations of such Loan Party or Subsidiary to the
lessor under such leases;

                    (viii) Any Lien existing on the date of this Agreement and
described on SCHEDULE 1.1(P), provided that no additional assets become subject
to such Lien and the Indebtedness, if any, secured thereby is permitted under
Section 7.2.1;

                    (ix) Liens on tangible property (or any improvement thereon)
acquired or constructed by the Company or any Subsidiary after the Closing Date
to secure Indebtedness of the Company or such Subsidiary incurred in connection
with such improvement, acquisition or construction; provided that:

                         (1) no such Lien shall extend to or cover any Property
other than the property (or improvement thereon) being acquired or constructed;
and

                         (2) the principal amount of the Indebtedness secured by
any such Lien, together with the aggregate principal amount of all other
Indebtedness secured by Liens on such Property, shall not exceed the lesser of
(A) an amount equal to the fair market value of such property so improved,
acquired or constructed and (B) the cost to the Company or such Subsidiary of
such property (or improvement thereon) so acquired or constructed.

                    (x) Purchase Money Security Interests;

                    (xi) The following, (A) if the validity or amount thereof is
being contested in good faith by appropriate and lawful proceedings diligently
conducted so long as levy and execution thereon have been stayed and continue to
be stayed or (B) if a final judgment is entered and such judgment is discharged
within thirty (30) days of entry, and in either case they do not materially
impair the ability of any Loan Party to perform its Obligations hereunder or
under the other Loan Documents:


                                       21

<PAGE>

               (1) Claims or Liens for taxes, assessments or charges due and
          payable and subject to interest or penalty, provided that the
          applicable Loan Party maintains such reserves or other appropriate
          provisions as shall be required by GAAP;

               (2) Claims, Liens or encumbrances upon, and defects of title to,
          real or personal property, including any attachment of personal or
          real property or other legal process prior to adjudication of a
          dispute on the merits;

               (3) Claims or Liens of mechanics, materialmen, warehousemen,
          carriers, or other statutory nonconsensual Liens; and

               (4) Liens resulting from final judgments or orders described in
          Section 8.1.6;

                    (xii) Any Liens that arise or are deemed to arise under a
Permitted Accounts Receivable Program, so long as they comply with Section
7.2.17;

                    (xiii) Bankers' Liens, rights of setoff and other similar
Liens existing solely with respect to cash and cash equivalents on deposits in
one or more accounts maintained by any Loan Party arising in the ordinary course
of business from netting services, overdraft protection, cash management
obligations and otherwise in connection with the maintenance of deposit,
securities and commodities accounts;

                    (xiv) Liens securing Indebtedness (including Indebtedness in
connection with or to finance a Permitted Acquisition, to the extent such
Indebtedness is permitted under Section 7.2.1) and securing other obligations in
an aggregate amount outstanding not to exceed $30,000,000.00 at any time; and

                    (xv) Liens on assets of GPW VA Timberlands or a Monetization
Entity securing Permitted Timberland Indebtedness, as contemplated in Section
7.2.1(ix), or Permitted Additional Timberland Indebtedness, as applicable, as
contemplated in Section 7.2.1(x), in each case complying with Section 7.2.17.

               PERMITTED TIMBERLAND INSTALLMENT SALE shall have the meaning
assigned to such term in Section 7.2.7(vii).

               PERMITTED TIMBERLAND INDEBTEDNESS shall mean Indebtedness
incurred by GPW VA Timberlands in connection with its monetization of the
Glawson Note, which Indebtedness as of the Closing Date is in the form of a term
loan from SunTrust Bank in the original principal amount of $36,700,000.00
secured by (a) the Glawson Note, (b) a letter of credit issued by Royal Bank of
Scotland plc (or a replacement issuer of comparable credit quality), in the face
amount of the Glawson Note plus assumed interest thereon, which letter of credit
is collateralized from assets of the issuer of the Glawson Note and/or its
affiliates (and not from assets of the Company or any of its Subsidiaries), (c)
the Permitted Timberland Intercompany Indebtedness, and


                                       22

<PAGE>

(d) all or substantially all of the other assets of GPW VA Timberlands, together
with any refinancings, refundings, renewals or extensions thereof permitted
under Section 7.2.1(xvi)(B).

               PERMITTED TIMBERLAND INTERCOMPANY INDEBTEDNESS shall mean
intercompany Indebtedness incurred prior to the Closing Date in the form of debt
securities issued by the Company to GPW VA Timberlands (by contribution from
Pulp Wood), together with any refinancings, refundings, renewals or extensions
thereof permitted under Section 7.2.1(xvi)(B).

               PERSON shall mean any individual, corporation, partnership,
limited liability company, association, joint-stock company, trust,
unincorporated organization, joint venture, government or political subdivision
or agency thereof, or any other entity.

               PLAN shall mean at any time an employee pension benefit plan
(including a Multiple Employer Plan, but not a Multiemployer Plan) which is
covered by Title IV of ERISA or is subject to the minimum funding standards
under Section 412 of the Internal Revenue Code and either (i) is maintained by
any member of the ERISA Group for employees of any member of the ERISA Group or
(ii) has at any time within the preceding five years been maintained by any
entity which was at such time a member of the ERISA Group for employees of any
entity which was at such time a member of the ERISA Group.

               PLEDGED COLLATERAL shall have the meaning given to such term in
Section 10.19.

               PLEDGED LOAN shall have the meaning given to such term in Section
10.19.

               PNC BANK shall mean PNC Bank, National Association, its
successors and assigns.

               POTENTIAL DEFAULT shall mean any event or condition which with
notice, passage of time, or both, would (unless cured or waived) constitute an
Event of Default.

               PRINCIPAL OFFICE shall mean the main banking office of the
Administrative Agent in Pittsburgh, Pennsylvania.

               PRIOR SENIOR CREDIT FACILITY shall mean the credit facilities
provided to the Borrowers pursuant to the terms of a Credit Agreement among the
Borrowers, PNC Bank, National Association, as Administrative Agent, the
Affiliates of Borrowers party thereto as guarantors, and various lending
institutions party thereto, dated as of April 3, 2006, the Borrowers'
obligations with respect to which are intended to be satisfied in full on the
Closing Date with advances of Loans hereunder.


                                       23

<PAGE>

               PROHIBITED TRANSACTION shall mean any prohibited transaction as
defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA for
which neither an individual nor a class exemption has been issued by the United
States Department of Labor.

               PROPERTY shall mean all real property, both owned and leased, of
any Loan Party or Subsidiary of a Loan Party.

               PUBLISHED RATE means the rate of interest published each Business
Day in The Wall Street Journal "Money Rates" listing under the caption "London
Interbank Offered Rates" for a one month period (or, if no such rate is
published therein for any reason, then the Published Rate shall be the rate at
which Dollar deposits are offered by leading banks in the London interbank
market for a one month period as published by another publication selected by
the Administrative Agent).

               PULP WOOD means Glatfelter Pulp Wood Company, a Subsidiary of the
Company that is a Guarantor.

               PURCHASE MONEY SECURITY INTEREST shall mean Liens upon tangible
personal property securing loans to any Loan Party or Subsidiary of a Loan Party
or deferred payments by such Loan Party or Subsidiary for the purchase of such
tangible personal property, provided that such security interest does not
encumber any asset not thereby purchased, and provided further that such
security interest does not secure obligations in excess of such purchase price
or deferred payments.

               PURCHASING LENDER shall mean a Lender which becomes a party to
this Agreement by executing an Assignment and Assumption Agreement.

               RECEIVABLES ENTITY shall have the meaning assigned to such term
in Section 7.2.17.

               REFERENCE CURRENCY shall have the meaning assigned to such term
in the definition of Equivalent Amount.

               REGULATED SUBSTANCES shall mean, without limitation, any
substance, material or waste, regardless of its form or nature, defined under
Environmental Laws as a "hazardous substance," "pollutant," "pollution,"
"contaminant," "hazardous or toxic substance," "extremely hazardous substance,"
"toxic chemical," "toxic substance," "toxic waste," "hazardous waste," "special
handling waste," "industrial waste," "residual waste," "solid waste," "municipal
waste," "mixed waste," "infectious waste," "chemotherapeutic waste," "medical
waste," or "regulated substance" or any other material, substance or waste,
regardless of its form or nature, which otherwise is regulated by Environmental
Laws.

               REGULATION U shall mean Regulation U, T, G or X as promulgated by
the Board of Governors of the Federal Reserve System, as amended from time to
time.


                                       24

<PAGE>

               REIMBURSEMENT OBLIGATION shall have the meaning assigned to such
term in Section 2.11.3.2.

               RELEVANT INTERBANK MARKET shall mean in relation to Euro, the
European Interbank Market and, in relation to any other currency, the London
interbank market.

               REPORTABLE EVENT shall mean a reportable event described in
Section 4043 of ERISA and regulations thereunder with respect to a Plan (unless
the 30-day notice requirement has been waived by the PBGC).

               REQUIRED LENDERS shall mean

               (i) prior to termination of the Revolving Credit Commitments,
Lenders whose Facility Share aggregate at least 51% of the aggregate Facility
Shares of all of the Lenders; and

               (ii) after termination of the Revolving Credit Commitments, any
group of Lenders if the sum of the Loans, Reimbursement Obligations and Letter
of Credit Borrowings of such Lenders then outstanding aggregates at least 51% of
the total principal amount of all of the Loans, Reimbursement Obligations and
Letter of Credit Borrowings then outstanding. Reimbursement Obligations and
Letter of Credit Borrowings shall be deemed, for purposes of this definition, to
be in favor of the Administrative Agent and not a participating Lender if such
Lender has not made its Participation Advance in respect thereof and shall be
deemed to be in favor of such Lender to the extent of its Participation Advance
if it has made its Participation Advance in respect thereof.

               REQUIRED ENVIRONMENTAL NOTICES shall mean all notices, reports,
plans, forms or other filings which pursuant to Environmental Laws, Required
Environmental Permits or at the request or direction of an Official Body either
must be submitted to an Official Body or which otherwise must be maintained.

               REQUIRED ENVIRONMENTAL PERMITS shall mean all permits, licenses,
bonds, consents, programs, approvals or authorizations required under
Environmental Laws to own, occupy or maintain the Property or which otherwise
are required for the operations and business activities of the Borrowers or
Guarantors.

               REQUIRED SHARE shall have the meaning assigned to such term in
Section 4.11.

               RESPONSIBLE OFFICER with respect to any Person, the chief
executive officer, president, treasurer, or the chief or principal financial
officer of such Person. Unless otherwise qualified, all references to
"Responsible Officer" in this Agreement shall refer to a "Responsible Officer"
of a Loan Party.

               RESTRICTED PAYMENT shall mean (i) any dividend or distribution by
a Loan Party on or in respect of its capital stock or to the direct or indirect
holders of its capital stock


                                       25

<PAGE>

(except dividends or distributions payable solely in such capital stock or in
options, warrants or other rights to purchase such capital stock and except
dividends or distributions payable to the Company or another Loan Party) or (ii)
purchase, redemption or other acquisition or retirement for value of any capital
stock of the Company or (iii) any payment on, purchase, defeasance, redemption,
prepayment, decrease or other acquisition or retirement for value, prior to any
scheduled final maturity (other than regularly scheduled or required payments of
principal), of any other Indebtedness that is subordinate or junior in right of
payment to the Obligations.

               REVOLVING CREDIT COMMITMENT shall mean, as to each Lender at any
time, the amounts initially set forth opposite its name on SCHEDULE 1.1(B) in
the column labeled "Amount of Commitment for Revolving Credit Loans," and,
thereafter, as such amounts may be amended, whether pursuant to Assignment and
Assumption Agreements, increases or reductions in Revolving Credit Commitments
provided for under the terms of the Agreement or otherwise, and REVOLVING CREDIT
COMMITMENTS shall mean the aggregate Revolving Credit Commitments of all of the
Lenders.

               REVOLVING CREDIT LOANS shall mean, collectively, and REVOLVING
CREDIT LOAN shall mean, separately, all Revolving Credit Loans or any Revolving
Credit Loan made by the Lenders or one of the Lenders to the Borrowers pursuant
to Section 2.1 or 2.11.3.

               REVOLVING CREDIT NOTES shall mean collectively and REVOLVING
CREDIT NOTE shall mean separately all the Revolving Credit Notes of the
Borrowers in substantially the form of EXHIBIT 1.1(R) evidencing the Revolving
Credit Loans together with all amendments, extensions, renewals, replacements,
refinancings or refundings thereof in whole or in part.

               REVOLVING CREDIT RATABLE SHARE shall mean the proportion that a
Lender's Revolving Credit Commitment bears to the Revolving Credit Commitments
of all of the Lenders.

               SEC shall mean the Securities and Exchange Commission or any
governmental agencies substituted therefor.

               SETTLEMENT DATE shall mean any Business Day on which the
Administrative Agent elects to effect settlement pursuant to Section 4.11.

               STANDARD & POOR'S shall mean Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc., and its successors.

               STANDARD SECURITIZATION UNDERTAKINGS means representations,
warranties, covenants and indemnities entered into by the Company or any
Subsidiary thereof in connection with the Permitted Accounts Receivable Program
which are reasonably customary in an accounts receivable securitization
transaction at the time of consummation of such transaction.

               STANDBY LETTER OF CREDIT shall mean a Letter of Credit issued to
support obligations of one or more of the Loan Parties, contingent or otherwise,
which finance the


                                       26

<PAGE>

working capital and business needs of the Loan Parties incurred in the ordinary
course of business, but excluding any Letter of Credit under which the stated
amount of such Letter of Credit increases automatically over time.

               SUBSIDIARY of any Person at any time shall mean (i) any
corporation or trust of which 50% or more (by number of shares or number of
votes) of the outstanding capital stock or shares of beneficial interest
normally entitled to vote for the election of one or more directors or trustees
(regardless of any contingency which does or may suspend or dilute the voting
rights) is at such time owned directly or indirectly by such Person or one or
more of such Person's Subsidiaries, (ii) any partnership of which such Person is
a general partner or of which 50% or more of the partnership interests is at the
time directly or indirectly owned by such Person or one or more of such Person's
Subsidiaries, (iii) any limited liability company of which such Person is a
manager or of which 50% or more of the limited liability company interests is at
the time directly or indirectly owned by such Person or one or more of such
Person's Subsidiaries or (iv) any corporation, trust, partnership, limited
liability company or other entity which is controlled by such Person or one or
more of such Person's Subsidiaries.

               SUBSIDIARY SHARES shall have the meaning assigned to that term in
Section 5.1.2.

               SWING LOAN COMMITMENT shall mean PNC Bank's commitment to make
Swing Loans to the Borrowers pursuant to Section 2.1.2 hereof in an aggregate
principal amount up to $20,000,000.00.

               SWING LOAN NOTE shall mean the Swing Loan Note of the Borrowers
in substantially the form of EXHIBIT 1.1(S) evidencing the Swing Loans, together
with all amendments, extensions, renewals, replacements, refinancings or
refundings thereof in whole or in part.

               SWING LOAN REQUEST shall mean a request for Swing Loans made in
accordance with Section 2.4.2 hereof.

               SWING LOANS shall mean collectively and SWING LOAN shall mean
separately all Swing Loans or any Swing Loan made by PNC Bank to the Borrowers
pursuant to Section 2.1.2 hereof.

               TARGET2 shall mean the Trans-European Automated Real-time Gross
Settlement Express Transfer payment system which utilizes a single shared
platform and which was launched on 19 November 2007.

               TARGET DAY shall mean any day on which TARGET2 is open for the
settlement of payment in Euro.

               TAXES shall have the meaning assigned to such term in Section
4.8.1.


                                       27

<PAGE>

               TIMBERLAND INSTALLMENT SALE INTEREST EXPENSE shall mean, for any
period of the Company and its Subsidiaries, interest expense arising pursuant to
Permitted Timberland Indebtedness or Permitted Additional Timberland
Indebtedness (as determined and consolidated in accordance with GAAP).

               TRANSFEROR LENDER shall mean the selling Lender pursuant to an
Assignment and Assumption Agreement.

               USA PATRIOT ACT shall mean the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, Public Law 107-56, as the same has been, or shall hereafter be,
renewed, extended, amended or replaced.

               WEBSITE POSTING shall have the meaning assigned to that term in
Section 10.6.

          1.2 CONSTRUCTION.

               Unless the context of this Agreement otherwise clearly requires,
the following rules of construction shall apply to this Agreement and each of
the other Loan Documents:

               1.2.1 NUMBER; INCLUSION.

               References to the plural include the singular, the plural, the
part and the whole; "or" has the inclusive meaning represented by the phrase
"and/or," and "including" has the meaning represented by the phrase "including
without limitation";

               1.2.2 DETERMINATION.

               References to "determination" of or by the Administrative Agent
or the Lenders shall be deemed to include good-faith estimates by the
Administrative Agent or the Lenders (in the case of quantitative determinations)
and good-faith judgment by the Administrative Agent or the Lenders (in the case
of qualitative determinations) and such determination shall be conclusive absent
manifest error;

               1.2.3 ADMINISTRATIVE AGENT'S DISCRETION AND CONSENT.

               Whenever the Administrative Agent or the Lenders are granted the
right herein to act in its or their sole discretion or to grant or withhold
consent such right shall be exercised in good faith;

               1.2.4 DOCUMENTS TAKEN AS A WHOLE.

               The words "hereof," "herein," "hereunder," "hereto" and similar
terms in this Agreement or any other Loan Document refer to this Agreement or
such other Loan


                                       28

<PAGE>

Document as a whole and not to any particular provision of this Agreement or
such other Loan Document;

               1.2.5 HEADINGS.

               The section and other headings contained in this Agreement or
such other Loan Document and the Table of Contents (if any), preceding this
Agreement or such other Loan Document are for reference purposes only and shall
not control or affect the construction of this Agreement or such other Loan
Document or the interpretation thereof in any respect;

               1.2.6 IMPLIED REFERENCES TO THIS AGREEMENT.

               Article, section, subsection, clause, schedule and exhibit
references are to this Agreement or other Loan Document, as the case may be,
unless otherwise specified;

               1.2.7 PERSONS.

               Reference to any Person includes such Person's successors and
assigns but, if applicable, only if such successors and assigns are permitted by
this Agreement or such other Loan Document, as the case may be, and reference to
a Person in a particular capacity excludes such Person in any other capacity;

               1.2.8 MODIFICATIONS TO DOCUMENTS.

               Reference to any agreement (including this Agreement and any
other Loan Document together with the schedules and exhibits hereto or thereto),
document or instrument means such agreement, document or instrument as amended,
modified, replaced, substituted for, superseded or restated;

               1.2.9 FROM, TO AND THROUGH.

               Relative to the determination of any period of time, "from" means
"from and including," "to" means "to but excluding," and "through" means
"through and including";

               1.2.10 SHALL; WILL.

               References to "shall" and "will" are intended to have the same
meaning; and

               1.2.11 QUEBEC MATTERS.

               For purposes of any assets, liabilities or entities located in
the Province of Quebec and for all other purposes pursuant to which the
interpretation or construction of this Agreement may be subject to the laws of
the Province of Quebec or a court or tribunal exercising jurisdiction in the
Province of Quebec, (a) "personal property" shall include "movable property",
(b) "real property" or "real estate" shall include "immovable property", (c)
"tangible property" shall include "corporeal property", (d) "intangible
property" shall include "incorporeal


                                       29
<PAGE>

property", (e) "security interest", "mortgage" and "lien" shall include a
"hypothec", "right of retention", "prior claim" and a resolutory clause, (f) all
references to filing, perfection, priority, remedies, registering or recording
under the Uniform Commercial Code or a Personal Property Security Act shall
include publication under the Civil Code of Quebec, (g) all references to
"perfection" of or "perfected" liens or security interest shall include a
reference to an "opposable" or "set up" lien or security interest as against
third parties, (h) any "right of offset", "right of setoff" or similar
expression shall include a "right of compensation", (i) "goods" shall include
"corporeal movable property" other than chattel paper, documents of title,
instruments, money and securities, (j) an "agent" shall include a "mandatary",
(k) "construction liens" shall include "legal hypothecs"; (l) "joint and
several" shall include "solidary"; (m) "gross negligence or willful misconduct"
shall be deemed to be "intentional or gross fault"; (n) "beneficial ownership"
shall include "ownership on behalf of another as mandatary"; (o) "easement"
shall include "servitude"; (p) "priority" shall include "prior claim"; (q)
"survey" shall include "certificate of location and plan"; (r) "state" shall
include "province"; (s) "fee simple title" shall include "absolute ownership";
(t) "accounts" shall include "claims". The parties hereto confirm that it is
their wish that this Agreement and any other document executed in connection
with the transactions contemplated herein be drawn up in the English language
only and that all other documents contemplated thereunder or relating thereto,
including notices, may also be drawn up in the English language only. Les
parties aux presentes confirment que c'est leur volonte que cette convention et
les autres documents de credit soient rediges en langue anglaise seulement et
que tous les documents, y compris tous avis, envisages par cette convention et
les autres documents peuvent etre rediges en langue anglaise seulement.

          1.3 ACCOUNTING PRINCIPLES.

               Except as otherwise provided in this Agreement, all computations
and determinations as to accounting or financial matters and all financial
statements to be delivered pursuant to this Agreement shall be made and prepared
in accordance with GAAP (including principles of consolidation where
appropriate), and all accounting or financial terms shall have the meanings
ascribed to such terms by GAAP; provided, however, that all accounting terms
used in Sections 7.2.15 and 7.2.16 (and all defined terms used in the definition
of any accounting term used in Sections 7.2.15 and 7.2.16 shall have the meaning
given to such terms (and defined terms) under GAAP as in effect on the date
hereof applied on a basis consistent with those used in preparing the Annual
Statements referred to in Section 7.3.2. If the Company notifies the
Administrative Agent and the Lenders in writing ("NOTICE OF CHANGE IN GAAP")
that the Company requests an amendment to any financial or accounting provision
hereof to eliminate the effect of, or give effect to, any change occurring after
the Closing Date to GAAP or in the application thereof on the operation of such
financial or accounting provision, unless the Administrative Agent (on its
behalf or as directed in writing by the Required Lenders) shall have objected
("GAAP OBJECTION NOTICE") to such request within 15 Business Days after receipt
of such Notice of Change in GAAP, the relevant financial and accounting
provisions shall be calculated in accordance with GAAP as in effect on the date
of such Notice of Change in GAAP to the Administrative Agent and the Lenders and
each Lender and the Administrative Agent hereby specifically consents to the
implementation of such change hereunder upon the foregoing


                                       30
<PAGE>

terms. In the event the Administrative Agent shall have delivered a GAAP
Objection Notice to the Company, the parties hereto agree to endeavor, in good
faith, to agree upon an amendment to this Agreement that would adjust such
financial or accounting provision in a manner that would give effect to such
change hereunder determined in accordance with the Company's financial
statements at that time; provided, further, that for purposes of the calculation
of the financial covenants in Sections 7.2.15 and 7.2.16, the adjustments to
income and expense of the Loan Parties (and any other adjustments) resulting
from the promulgation of Statement of Financial Accounting Standards ("SFAS")
No. 158 shall be disregarded.

                  2. REVOLVING CREDIT AND SWING LOAN FACILITIES

          2.1 REVOLVING CREDIT COMMITMENTS.

               2.1.1 REVOLVING CREDIT LOANS.

                    2.1.1.1 COMMITMENT.

               Subject to the terms and conditions hereof and relying upon the
representations and warranties herein set forth, each Lender holding any
Revolving Credit Commitment severally agrees to make Revolving Credit Loans in
either Dollars or one or more Optional Currencies to the Borrowers at any time
or from time to time on or after the date hereof to the Expiration Date,
provided that (i) after giving effect to each such Loan the aggregate Dollar
Equivalent amount of Revolving Credit Loans from such Lender shall not exceed
such Lender's Revolving Credit Commitment minus such Lender's Revolving Credit
Ratable Share of the Dollar Equivalent amount of Letters of Credit Outstanding,
and (ii) no Revolving Credit Loan to which the Base Rate Option applies shall be
made in an Optional Currency. Within such limits of time and amount and subject
to the other provisions of this Agreement, the Borrowers may borrow, repay and
reborrow pursuant to this Section 2.1. The Borrowers, jointly and severally,
subject to Section 10.18 (if applicable), shall repay in full the outstanding
principal amount of the Revolving Credit Loans, together with all accrued
interest thereon and all fees and other amounts owing under any of the Loan
Documents relating thereto on the Expiration Date or earlier termination of the
Revolving Credit Commitments in connection with the terms hereof.

                    2.1.1.2 DISCRETIONARY COMMITMENT INCREASE.

               Provided that no Event of Default or Potential Default is then
occurring or would be caused thereby, at any time prior to the Expiration Date
and subsequent to the Closing Date, the Borrowers may request from time to time
in writing to the Administrative Agent that the Revolving Credit Commitments be
increased, by an amount being an integral multiple of $5,000,000.00 and in an
aggregate amount not greater than $75,000,000.00, according to the following
procedures:

                         (i) The Borrowers shall offer for a period of fifteen
(15) Business Days the existing Lenders the opportunity to participate in any
such increased amount of the Revolving Credit Commitments (such increased amount
being referred to as the


                                       31

<PAGE>

"COMMITMENT INCREASE AMOUNT") in accordance with each Lender's Revolving Credit
Ratable Share (each participating Lender being referred to as an "INCREASING
LENDER"). The existing Lenders shall be under no obligation to participate in
any such Commitment Increase Amounts and any agreement by any Lender to so
participate will be in the sole discretion of such Lender.

                         (ii) If any Lender declines to commit to its Revolving
Credit Ratable Share of any such Commitment Increase Amount (such declined
portion of the Commitment Increase Amount being referred to as a "DECLINED
SHARE"), then the Administrative Agent may join a new bank(s) or financial
institution(s) to this Agreement, which shall be acceptable to the Borrowers, or
the Borrowers may propose a new bank(s) or financial institution(s) which shall
be approved by the Administrative Agent in its reasonable discretion without
unreasonable delay (each such bank or financial institution, an "AUGMENTING
LENDER"), or permit an Increasing Lender which has already agreed to commit to
its Revolving Credit Ratable Share of any such Commitment Increase Amount, to
commit to the Declined Share or portion thereof, with respect to any Augmenting
Lender, in an amount of at least $5,000,000. Each Augmenting Lender committing
to a Declined Share, or a portion thereof, shall join this Agreement as a Lender
by entering into a bank joinder and assumption agreement in form and substance
reasonably satisfactory to the Administrative Agent, setting forth the Revolving
Credit Commitment of such Augmenting Lender, pursuant to which such Augmenting
Lender will become a Lender as of the effective date thereof.

                         (iii) On the effective date of any increase in the
Revolving Credit Commitments as contemplated herein (A) each Increasing Lender
and new Augmenting Lender shall make available to the Administrative Agent, for
the benefit of the other Lenders, such amounts, in immediately available funds,
as the Administrative Agent shall determine as being required in order to cause,
after giving effect to such increase and the use of such amounts to make
payments to such other Lenders, each Lender's portion of the outstanding
Revolving Credit Loans of all the Lenders to equal its Revolving Credit Ratable
Share of the Revolving Credit Commitments (after giving effect to the increase
in the Revolving Credit Commitments occasioned by the addition of the Increasing
Lender(s) or Augmenting Lender(s), or both, as the case may be) and (B) the
Borrowers shall be deemed to have repaid and reborrowed all outstanding
Revolving Loans as of the date of any increase in the Revolving Credit
Commitments (with such reborrowing to consist of Revolving Credit Loans subject
to the same interest rate options provided herein, with related Interest Periods
if applicable, specified in a notice delivered by the Borrowers in accordance
with the requirements of Section 3.2). The deemed payments made pursuant to
clause (B) of the immediately preceding sentence in respect of each Revolving
Credit Loan to which a Euro-Rate Option applies shall be subject to
indemnification by the Borrowers pursuant to the provisions of Section 4.6.2 if
the deemed payment occurs other than on the last day of the related Interest
Periods. Upon the request of the Administrative Agent, the Borrowers shall
execute and deliver to the Administrative Agent for the benefit of the Lenders
any and all Notes and other documents, instruments, and agreements necessary or
advisable in the reasonable judgment of the Administrative Agent to evidence or
document the increase in the Revolving Credit Commitments, including any
amendments hereto, and each of the Lenders and each of the Loan Parties hereby
provides its consent hereto and thereto, and each Lender hereby authorizes the
Administrative Agent, and each Loan Party


                                       32

<PAGE>

hereby authorizes the Company, to execute any such documents, instruments, and
agreements consistent with the terms of this Section on its behalf without the
necessity of any further consent of any Lender or Loan Party.

               2.1.2 SWING LOAN COMMITMENT.

               Subject to the terms and conditions hereof and relying upon the
representations and warranties herein set forth, and in order to facilitate
loans and repayments between Settlement Dates, PNC Bank may, at its option,
cancelable at any time for any reason whatsoever, make swing loans (the "SWING
LOANS") to the Borrowers at any time or from time to time after the date hereof
to, but not including, the Expiration Date, in an aggregate principal amount up
to but not in excess of $20,000,000.00 (the "SWING LOAN COMMITMENT"), provided
that the aggregate principal amount of PNC Bank's Swing Loans and the Revolving
Credit Loans of all the Lenders at any one time outstanding shall not exceed the
Revolving Credit Commitments of all the Lenders. Within such limits of time and
amount and subject to the other provisions of this Agreement, the Borrowers may
borrow, repay and reborrow pursuant to this Section 2.1.2.

          2.2 NATURE OF LENDERS' OBLIGATIONS WITH RESPECT TO REVOLVING CREDIT
LOANS.

               Each Lender shall be obligated to participate in each request for
Revolving Credit Loans pursuant to Section 2.4 in accordance with its Revolving
Credit Ratable Share. The aggregate Dollar Equivalent amount of each Lender's
Revolving Credit Loans outstanding hereunder to the Borrowers at any time shall
never exceed its Revolving Credit Commitment minus its Revolving Credit Ratable
Share of the Dollar Equivalent amount of Letters of Credit Outstanding. The
obligations of each Lender hereunder are several. The failure of any Lender to
perform its obligations hereunder shall not affect the Obligations of the
Borrowers to any other party nor shall any other party be liable for the failure
of such Lender to perform its obligations hereunder. The Lenders shall have no
obligation to make Revolving Credit Loans hereunder on or after the Expiration
Date.

          2.3 COMMITMENT FEES.

               Accruing from the date hereof until the Expiration Date, the
Borrowers agree to pay to the Administrative Agent in Dollars for the account of
each Lender, as consideration for such Lender's Revolving Credit Commitment
hereunder, a nonrefundable commitment fee (the "COMMITMENT FEE") equal to the
Applicable Commitment Fee Rate (computed on the basis of a year of 360 days, and
actual days elapsed) on the average daily difference between the amount of (i)
such Lender's Revolving Credit Commitment as the same may be constituted from
time to time (for purposes of this computation, PNC Bank's Swing Loans shall be
deemed to be borrowed amounts under its Revolving Credit Commitment) and (ii)
the sum of the Dollar Equivalent amount of such Lender's Revolving Credit Loans
outstanding plus its Revolving Credit Ratable Share of the Dollar Equivalent
amount of Letters of Credit Outstanding, in each case as determined during the
preceding fiscal quarter (or shorter period commencing with the Closing Date or
ending on the Expiration Date). All Commitment


                                       33

<PAGE>

Fees shall be payable quarterly in arrears on the first day of each July,
October, January and April after the date hereof and on the Expiration Date or
upon acceleration of the Loan.

          2.4 REVOLVING CREDIT LOAN REQUESTS.

               2.4.1 REVOLVING CREDIT LOAN REQUESTS.

               Except as otherwise provided herein, the Borrowers may from time
to time prior to the Expiration Date request the Lenders to make Revolving
Credit Loans, or renew or convert the Interest Rate Option applicable to
existing Revolving Credit Loans pursuant to Section 3.2, by delivering to the
Administrative Agent, not later than 10:30 a.m., Pittsburgh time, (i) three (3)
Business Days prior to the proposed Borrowing Date with respect to the making of
Revolving Credit Loans in Dollars to which the Euro-Rate Option applies or the
conversion to or the renewal of the Euro-Rate Option for any such Loans and four
(4) Business Days prior to the proposed Borrowing Date with respect to the
making of Revolving Credit Loans in an Optional Currency or the date of
conversion to or renewal of the Euro-Rate Option for Revolving Credit Loans in
an Optional Currency and (ii) on either the proposed Borrowing Date (which shall
be a Business Day) with respect to the making of a Revolving Credit Loan to
which the Base Rate Option applies or the last day of the preceding Interest
Period with respect to the conversion to the Base Rate Option for any Loan, of a
duly completed request therefor substantially in the form of EXHIBIT 2.4 or a
request by telephone immediately confirmed in writing by letter, facsimile or
telex in such form (each, a "LOAN REQUEST"), it being understood that the
Administrative Agent may rely on the authority of any individual making such a
telephonic request without the necessity of receipt of such written
confirmation. Each Loan Request shall be irrevocable and shall specify (i) the
proposed Borrowing Date; (ii) the aggregate amount of the proposed Loans
(expressed in the currency in which such Loans shall be funded) comprising each
Borrowing Tranche, the Dollar Equivalent amount of which shall be in integral
multiples of $100,000.00 and not less than $2,000,000.00 for each Borrowing
Tranche to which the Euro-Rate Option applies and not less than the lesser of
$2,000,000.00 and the maximum amount available for Borrowing Tranches to which
the Base Rate Option applies; (iii) whether the Euro-Rate Option or Base Rate
Option shall apply to the proposed Revolving Credit Loans comprising the
applicable Borrowing Tranche; (iv) the currency in which such Loans shall be
funded if the Borrower is electing the Euro-Rate Option; and (v) in the case of
a Borrowing Tranche to which the Euro-Rate Option applies, an appropriate
Interest Period for the Loans comprising such Borrowing Tranche.

               2.4.2 SWING LOAN REQUESTS.

               Except as otherwise provided herein, the Borrowers may from time
to time prior to the Expiration Date request PNC Bank to make Swing Loans by
delivery to PNC Bank not later than 10:30 a.m. Pittsburgh time on the proposed
Borrowing Date of a duly completed request therefor substantially in the form of
EXHIBIT 2.4 hereto or a request by telephone immediately confirmed in writing by
letter, facsimile or telex (each, a "SWING LOAN REQUEST"), it being understood
that PNC Bank may rely on the authority of any individual making such a
telephonic request without the necessity of receipt of such written
confirmation.


                                       34

<PAGE>

Each Swing Loan Request shall be irrevocable and shall specify the proposed
Borrowing Date and the principal amount of such Swing Loan, which shall be not
less than $500,000.00.

          2.5 MAKING REVOLVING CREDIT LOANS AND SWING LOANS; REVOLVING CREDIT
NOTES AND SWING NOTES.

               2.5.1 MAKING REVOLVING CREDIT LOANS.

               Promptly after receipt by the Administrative Agent of a Loan
Request pursuant to Section 2.4, the Administrative Agent shall notify the
Lenders of its receipt of such Loan Request specifying: (i) the proposed
Borrowing Date and the time and method of disbursement of the Revolving Credit
Loans requested thereby; (ii) the amount and type of each such Revolving Credit
Loan and the applicable Interest Period (if any); (iii) the apportionment among
the Lenders of such Revolving Credit Loans as determined by the Administrative
Agent in accordance with Section 2.2; and (iv) the currency in which Revolving
Credit Loan is requested. Each Lender shall remit the principal amount of each
Revolving Credit Loan in the requested currency to the Administrative Agent such
that the Administrative Agent is able to, and the Administrative Agent shall, to
the extent the Lenders have made funds available to it for such purpose and
subject to Section 6.2, fund such Revolving Credit Loans to the Borrowers in
U.S. Dollars and immediately available funds at the Principal Office prior to
2:00 p.m., Pittsburgh time, on the applicable Borrowing Date, provided that if
any Lender fails to remit such funds to the Administrative Agent in a timely
manner, the Administrative Agent may elect, in its sole discretion, to fund with
its own funds the Revolving Credit Loans of such Lender on such Borrowing Date,
and such Lender shall be subject to the repayment obligation in Section 9.16.

               2.5.2 MAKING SWING LOANS.

               So long as PNC Bank elects to make Swing Loans, PNC Bank shall,
after receipt by it of a Swing Loan Request pursuant to Section 2.4.2, fund such
Swing Loan to the Borrowers in Dollars and immediately available funds at the
Principal Office prior to three (3) o'clock p.m. Pittsburgh time on the
Borrowing Date.

          2.6 REVOLVING CREDIT NOTES.

               The obligation of the Borrowers to repay the aggregate unpaid
principal amount of the Revolving Credit Loans made to it by each Lender,
together with interest thereon, shall be evidenced by a Revolving Credit Note
dated the Closing Date payable to the order of such Lender in a face amount
equal to the Revolving Credit Commitment of such Lender.

          2.7 SWING LOAN NOTE.

               The obligation of the Borrowers to repay the unpaid principal
amount of the Swing Loans made to it by PNC Bank together with interest thereon
shall be evidenced by the Swing Loan Note payable to the order of PNC Bank in a
face amount equal to the Swing Loan Commitment.


                                       35

<PAGE>

          2.8 BORROWINGS TO REPAY SWING LOANS.

               PNC Bank may, at its option, exercisable at any time for any
reason whatsoever, demand repayment of the Swing Loans, and each Lender shall
make a Revolving Credit Loan in an amount equal to such Lender's Revolving
Credit Ratable Share of the aggregate principal amount of the outstanding Swing
Loans, plus, if PNC Bank so requests, accrued interest thereon, provided that no
Lender shall be obligated in any event to make any Revolving Credit Loan if
after giving effect thereto, the sum of the Dollar Equivalent amount of its
Revolving Credit Loans plus such Lender's Revolving Credit Ratable Share of the
Dollar Equivalent amount of Letters of Credit Outstanding exceeds its Revolving
Credit Commitment. Revolving Credit Loans made pursuant to the preceding
sentence shall bear interest at the Base Rate Option and shall be deemed to have
been properly requested in accordance with Section 2.4.1 without regard to any
of the requirements of that provision. PNC Bank shall provide notice to the
Lenders (which may be telephonic or written notice by letter, facsimile or
telex) that such Revolving Credit Loans are to be made under this Section 2.8
and of the apportionment among the Lenders, and the Lenders shall be
unconditionally obligated to fund such Revolving Credit Loans (whether or not
the conditions specified in Section 6.2 are then satisfied) by the time PNC Bank
so requests, which shall not be earlier than 3:00 p.m. Pittsburgh time on the
next Business Day after the date the Lenders receive such notice from PNC Bank.

          2.9 UTILIZATION OF COMMITMENTS IN OPTIONAL CURRENCIES.

               2.9.1 PERIODIC COMPUTATIONS OF DOLLAR EQUIVALENT AMOUNTS OF
REVOLVING CREDIT LOANS AND LETTERS OF CREDIT OUTSTANDING.

               The Administrative Agent will determine the Dollar Equivalent
amount of (i) proposed Letters of Credit to be denominated in an Optional
Currency as of the requested Borrowing Date or date of issuance, as the case may
be, (ii) Letters of Credit Outstanding denominated in an Optional Currency as of
the last Business Day of each month, and (iii) outstanding Revolving Credit
Loans denominated in an Optional Currency as of the end of each Interest Period
(each such date under clauses (i) through (iii), a "COMPUTATION DATE").

               2.9.2 NOTICES FROM LENDERS THAT OPTIONAL CURRENCIES ARE
UNAVAILABLE TO FUND NEW LOANS.

               The Lenders shall be under no obligation to make the Revolving
Credit Loans requested by the Borrowers which are denominated in an Optional
Currency if any Lender notifies the Administrative Agent by 5:00 p.m.
(Pittsburgh time) four (4) Business Days prior to the Borrowing Date for such
Revolving Credit Loans that such Lender cannot provide its Revolving Credit
Ratable Share of such Revolving Credit Loans in such Optional Currency. In the
event the Administrative Agent timely receives a notice from a Lender pursuant
to the preceding sentence, the Administrative Agent will notify the Borrowers no
later than 12:00 noon (Pittsburgh time) three (3) Business Days prior to the
Borrowing Date for such Revolving Credit Loans that the Optional Currency is not
then available for such Revolving Credit Loans, and the Administrative Agent
shall promptly thereafter notify the Lenders of the same and the Lenders


                                       36

<PAGE>

shall not make such Revolving Credit Loans requested by the Borrowers under
their Loan Request.

               2.9.3 NOTICES FROM LENDERS THAT OPTIONAL CURRENCIES ARE
UNAVAILABLE TO FUND RENEWALS OF THE EURO-RATE OPTION.

               If the Borrowers deliver a Loan Request requesting that the
Lenders renew the Euro-Rate Option with respect to an outstanding Borrowing
Tranche of Revolving Credit Loans denominated in an Optional Currency, the
Lenders shall be under no obligation to renew such Euro-Rate Option if any
Lender delivers to the Administrative Agent a notice by 5:00 p.m. (Pittsburgh
time) four (4) Business Days prior to the effective date of such renewal that
such Lender cannot continue to provide Revolving Credit Loans in such Optional
Currency. In the event the Administrative Agent timely receives a notice from a
Lender pursuant to the preceding sentence, the Administrative Agent will notify
the Borrowers no later than 12:00 noon (Pittsburgh time) three (3) Business Days
prior to the renewal date that the renewal of such Revolving Credit Loans in
such Optional Currency is not then available, and the Administrative Agent shall
promptly thereafter notify the Lenders of the same. If the Administrative Agent
shall have so notified the Borrowers that any such continuation of such
Revolving Credit Loans in such Optional Currency is not then available, any
notice of renewal with respect thereto shall be deemed withdrawn, and such Loans
shall be redenominated into Loans in Dollars at the Base Rate Option or
Euro-Rate Option, at the Company's option on behalf of the Borrowers (subject,
in the case of the Euro-Rate Option, to compliance with Section 2.4.), with
effect from the last day of the Interest Period with respect to any such Loans.
The Administrative Agent will promptly notify the Borrowers and the Lenders of
any such redenomination, and in such notice, the Administrative Agent will state
the aggregate Dollar Equivalent amount of the redenominated Revolving Credit
Loans in an Optional Currency as of the applicable Computation Date with respect
thereto and such Lender's Revolving Credit Ratable Share thereof.

               2.9.4 EUROPEAN MONETARY UNION.

                    2.9.4.1 PAYMENTS IN EUROS UNDER CERTAIN CIRCUMSTANCES.

               If (i) any Optional Currency ceases to be lawful currency of the
nation issuing the same and is replaced by the Euro or (ii) any Optional
Currency and the Euro are at the same time recognized by any governmental
authority of the nation issuing such currency as lawful currency of such nation
and the Administrative Agent or the Required Lenders shall so request in a
notice delivered to the Borrowers, then any amount payable hereunder by any
party hereto in such Optional Currency shall instead by payable in the Euro and
the amount so payable shall be determined by translating the amount payable in
such Optional Currency to the Euro at the exchange rate established by that
nation for the purpose of implementing the replacement of the relevant Optional
Currency by the Euro (and the provisions governing payments in Optional
Currencies in this Agreement shall apply to such payment in the Euro as if such
payment in the Euro were a payment in an Optional Currency). Prior to the
occurrence of the event or events described in clause (i) or (ii) of the
preceding sentence, each amount payable hereunder in any


                                       37

<PAGE>

Optional Currency will, except as otherwise provided herein, continue to be
payable only in that currency.

                    2.9.4.2 ADDITIONAL COMPENSATION UNDER CERTAIN CIRCUMSTANCES.

               The Borrowers agree, at the request of any Lender, to compensate
such Lender for any loss, cost, expense or reduction in return that such Lender
shall reasonably determine shall be incurred or sustained by such Lender as a
result of the replacement of any Optional Currency by the Euro and that would
not have been incurred or sustained but for the transactions provided for
herein. A certificate of any Lender setting forth such Lender's determination of
the amount or amounts necessary to compensate such Lender shall be delivered to
the Borrowers and shall be conclusive absent manifest error so long as such
determination is made on a reasonable basis. The Borrowers shall pay such Lender
the amount shown as due on any such certificate within ten (10) days after
receipt thereof.

               2.9.5 REQUESTS FOR ADDITIONAL OPTIONAL CURRENCIES.

               The Borrowers may deliver to the Administrative Agent a written
request that Revolving Credit Loans hereunder also be permitted to be made in
any other lawful currency (other than Dollars), in addition to the currencies
specified in the definition of "Optional Currency" herein provided that such
currency must be freely traded in the offshore interbank foreign exchange
markets, freely transferable, freely convertible into Dollars and available to
the Lenders in the Relevant Interbank Market. The Administrative Agent will
promptly notify the Lenders of any such request promptly after the
Administrative Agent receives such request. The Administrative Agent and each
Lender may grant or accept such request in their sole discretion. The
Administrative Agent will promptly notify the Borrowers of the acceptance or
rejection by the Administrative Agent and each of the Lenders of the Borrowers'
request. The requested currency shall be approved as an Optional Currency
hereunder only if the Administrative Agent and all of the Lenders approve of the
Borrowers' request.

          2.10 USE OF PROCEEDS.

               The proceeds of the Revolving Credit Loans shall be used for (i)
refinancing amounts outstanding under the Prior Senior Credit Facility, and (ii)
general corporate purposes, including financing working capital and Permitted
Acquisitions.

          2.11 LETTER OF CREDIT SUBFACILITY.

               2.11.1 ISSUANCE OF LETTERS OF CREDIT.

               The Borrowers may request the issuance of a letter of credit
(each such letter of credit and each Existing Letter of Credit, a "LETTER OF
CREDIT") on behalf of itself, another Loan Party or any of their respective
Subsidiaries (provided that a Loan Party shall be the obligor with respect
thereto) by delivering or having such other Loan Party deliver to the


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<PAGE>

Administrative Agent a completed application and agreement for letters of credit
in such form as the Administrative Agent may specify from time to time by no
later than 10:00 a.m., Pittsburgh time, at least four (4) Business Days, or such
shorter period as may be agreed to by the Administrative Agent, in advance of
the proposed date of issuance. Each Letter of Credit shall be a Standby Letter
of Credit or Commercial Letter of Credit and may be denominated in either
Dollars or an Optional Currency. Subject to the terms and conditions hereof and
in reliance on the agreements of the other Lenders set forth in this Section
2.11, the Administrative Agent or any of the Administrative Agent's Affiliates
will issue a Letter of Credit provided that each Letter of Credit shall (A) have
a maximum maturity of twelve (12) months from the date of issuance, and (B) in
no event expire later than five (5) Business Days prior to the Expiration Date
and providing that in no event shall (i) the Dollar Equivalent amount of Letters
of Credit Outstanding exceed, at any one time, $20,000,000.00, or (ii) the
Dollar Equivalent Revolving Facility Usage exceed, at any one time, the
Revolving Credit Commitments. The Existing Letters of Credit shall be deemed to
have been issued hereunder.

               2.11.2 LETTER OF CREDIT FEES.

               The Borrowers shall pay in Dollars (i) to the Administrative
Agent for the ratable account of the Lenders a fee (the "LETTER OF CREDIT FEE")
equal to the Applicable Margin then in effect for Revolving Credit Loans subject
to the Euro-Rate Option, per annum, and (ii) to the Administrative Agent, for
its own account or the account of any applicable Issuing Lender, a fronting fee
equal to 0.125% per annum (each computed on the basis of a year of 360 days and
actual days elapsed), which fees shall be computed on the daily average Dollar
Equivalent amount of Letters of Credit Outstanding during the preceding fiscal
quarter (or shorter period commencing with the Closing Date or ending with the
Expiration Date) and shall be payable quarterly in arrears commencing with the
first day of each July, October, January and April following issuance of each
Letter of Credit and on the Expiration Date. The Borrowers shall also pay to the
Administrative Agent in Dollars for the Administrative Agent's sole account the
Administrative Agent's then in effect customary fees and administrative expenses
payable with respect to the Letters of Credit as the Administrative Agent may
generally charge or incur from time to time in connection with the issuance,
maintenance, modification (if any), assignment or transfer (if any),
negotiation, and administration of Letters of Credit.

               2.11.3 DISBURSEMENTS, REIMBURSEMENT.

                    2.11.3.1 Immediately upon the issuance of each Letter of
Credit (and with respect to the Existing Letters of Credit, on the Closing
Date), each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Administrative Agent a
participation in such Letter of Credit and each drawing thereunder in an amount
equal to such Lender's Revolving Credit Ratable Share of the maximum amount
available to be drawn under such Letter of Credit and the amount of such
drawing, respectively.

                    2.11.3.2 In the event of any request for a drawing under a
Letter of Credit by the beneficiary or transferee thereof, the Administrative
Agent will promptly notify the Borrowers. Provided that it shall have received
such notice, the Borrowers shall reimburse (such obligation to reimburse the
Administrative Agent, for its benefit or the benefit


                                       39

<PAGE>

of a Lender who has issued an Existing Letter of Credit (an "ISSUING LENDER"),
as applicable, shall sometimes be referred to as a "REIMBURSEMENT OBLIGATION")
the Administrative Agent in Dollars prior to 12:00 noon, Pittsburgh time on each
date that an amount is paid by the Administrative Agent under any Letter of
Credit (each such date, a "DRAWING DATE") in an amount equal to the Dollar
Equivalent amount so paid by the Administrative Agent or the applicable Issuing
Lender. In the event the Borrowers fail to reimburse the Administrative Agent or
the applicable Issuing Lender for the full Dollar Equivalent amount of any
drawing under any Letter of Credit by 12:00 noon, Pittsburgh time, on the
Drawing Date, the Administrative Agent will promptly notify each Lender thereof,
and the Borrowers shall be deemed to have requested that Revolving Credit Loans
be made by the Lenders in Dollars under the Base Rate Option in an amount equal
to the Dollar Equivalent amount of such drawing to be disbursed on the Drawing
Date under such Letter of Credit, subject to the amount of the unutilized
portion of the Revolving Credit Commitment and subject to the conditions set
forth in Section 6.2 other than any notice requirements. Any notice given by the
Administrative Agent pursuant to this Section 2.11.3.2 may be oral if
immediately confirmed in writing; provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such
notice.

                    2.11.3.3 Each Lender shall upon any notice pursuant to
Section 2.11.3.2 make available to the Administrative Agent, for its benefit or
the benefit of the applicable Issuing Lender, an amount in Dollars in
immediately available funds equal to its Revolving Credit Ratable Share of the
Dollar Equivalent amount of the drawing (whether or not the conditions set forth
in Section 6.2 shall have been satisfied), whereupon the participating Lenders
shall (subject to Section 2.11.3.4) each be deemed to have made a Revolving
Credit Loan in Dollars under the Base Rate Option to the Borrowers in that
amount. If any Lender so notified fails to make available in Dollars to the
Administrative Agent for the account of the Administrative Agent or the
applicable Issuing Lender the amount of such Lender's Revolving Credit Ratable
Share of such Dollar Equivalent amount by no later than 2:00 p.m., Pittsburgh
time on the Drawing Date, then interest shall accrue on such Lender's obligation
to make such payment, from the Drawing Date to the date on which such Lender
makes such payment (i) at a rate per annum equal to the Federal Funds Effective
Rate during the first three (3) days following the Drawing Date and (ii) at a
rate per annum equal to the rate applicable to Loans under the Base Rate Option
on and after the fourth day following the Drawing Date. The Administrative Agent
will promptly give notice of the occurrence of the Drawing Date, but failure of
the Administrative Agent to give any such notice on the Drawing Date or in
sufficient time to enable any Lender to effect such payment on such date shall
not relieve such Lender from its obligation under this Section 2.11.3.3.

                    2.11.3.4 With respect to any unreimbursed drawing that is
not converted into Revolving Credit Loans under the Base Rate Option to the
Borrowers in whole or in part as contemplated by Section 2.11.3.2, because of
the Borrowers' failure to satisfy the conditions set forth in Section 6.2 other
than any notice requirements or for any other reason, the Borrowers shall be
deemed to have incurred from the Administrative Agent or the applicable Issuing
Lender a borrowing (each a "LETTER OF CREDIT BORROWING") in Dollars in the
Dollar Equivalent amount of such drawing. Such Letter of Credit Borrowing shall
be due and payable


                                       40

<PAGE>

on demand (together with interest) and shall bear interest at the rate per annum
applicable to the Revolving Credit Loans under the Base Rate Option. Each
Lender's payment to the Administrative Agent pursuant to Section 2.11.3.3 shall
be deemed to be a payment in respect of its participation in such Letter of
Credit Borrowing and shall constitute a "PARTICIPATION ADVANCE" from such Lender
in satisfaction of its participation obligation under this Section 2.11.3.

               2.11.4 REPAYMENT OF PARTICIPATION ADVANCES.

                    2.11.4.1 Upon (and only upon) receipt by the Administrative
Agent or the applicable Issuing Lender for its account (as applicable) of
immediately available funds from the Borrowers (i) in payment of any Letter of
Credit Borrowing made by the Administrative Agent or the applicable Issuing
Lender under the Letter of Credit with respect to which any Lender has made a
Participation Advance to the Administrative Agent, or (ii) in payment of
interest on such a payment made by the Administrative Agent or the applicable
Issuing Lender under such a Letter of Credit, the Administrative Agent or the
applicable Issuing Lender will pay to each Lender, in the same funds as those
received by the Administrative Agent or the applicable Issuing Lender, the
amount of such Lender's Revolving Credit Ratable Share of such funds, except the
Administrative Agent or the applicable Issuing Lender shall retain the amount of
the Revolving Credit Ratable Share of such funds of any Lender that did not make
a Participation Advance in respect of such payment by Administrative Agent.

                    2.11.4.2 If the Administrative Agent or any Issuing Lender
is required at any time to return to any Loan Party, or to a trustee, receiver,
liquidator, custodian, or any official in any Insolvency Proceeding, any portion
of the payments made by any Loan Party to the Administrative Agent or such
Issuing Lender pursuant to Section 2.11.4.1 in reimbursement of a payment made
under the Letter of Credit or interest or fee thereon, each Lender shall, on
demand of the Administrative Agent, forthwith return to the Administrative
Agent, for its account or the account of such Issuing Lender (as applicable),
the amount of its Revolving Credit Ratable Share of any amounts so returned by
the Administrative Agent or such Issuing Lender (as applicable) plus interest
thereon from the date such demand is made to the date such amounts are returned
by such Lender to the Administrative Agent or such Issuing Lender, at a rate per
annum equal to the Federal Funds Effective Rate in effect from time to time.

               2.11.5 DOCUMENTATION.

               Each Loan Party agrees to be bound by the terms of the
Administrative Agent's and each Issuing Lender's application and agreement for
letters of credit and the Administrative Agent's and each Issuing Lender's
written regulations and customary practices relating to letters of credit,
though such interpretation may be different from such Loan Party's own. In the
event of a conflict between such application or agreement and this Agreement,
this Agreement shall govern. It is understood and agreed that, except in the
case of its own gross negligence or willful misconduct, the Administrative Agent
and each Issuing Lender shall not be liable for any error, negligence and/or
mistakes, whether of omission or commission, in


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<PAGE>

following any Loan Party's instructions or those contained in the Letters of
Credit or any modifications, amendments or supplements thereto.

               2.11.6 DETERMINATIONS TO HONOR DRAWING REQUESTS.

               In determining whether to honor any request for drawing under any
Letter of Credit by the beneficiary thereof, the Administrative Agent and each
Issuing Lender shall be responsible only to determine that the documents and
certificates required to be delivered under such Letter of Credit have been
delivered and that they comply on their face with the requirements of such
Letter of Credit.

               2.11.7 NATURE OF PARTICIPATION AND REIMBURSEMENT OBLIGATIONS.

               Each Lender's obligation in accordance with this Agreement to
make the Revolving Credit Loans or Participation Advances, as contemplated by
Section 2.11.3, as a result of a drawing under a Letter of Credit, and the
Obligations of the Borrowers to reimburse the Administrative Agent or any
Issuing Lender (as applicable) upon a draw under a Letter of Credit, subject to
Section 10.18 for the avoidance of doubt (if applicable), shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Section 2.11 under all circumstances, including the
following circumstances:

                    (i) any set-off, counterclaim, recoupment, defense or other
right which such Lender may have against the Administrative Agent or any of its
Affiliates, the Borrowers or any other Person for any reason whatsoever;

                    (ii) the failure of any Loan Party or any other Person to
comply, in connection with a Letter of Credit Borrowing, with the conditions set
forth in Sections 2.1, 2.4, 2.5 or 6.2 or as otherwise set forth in this
Agreement for the making of a Revolving Credit Loan, it being acknowledged that
such conditions are not required for the making of a Letter of Credit Borrowing
and the obligation of the Lenders to make Participation Advances under Section
2.11.3;

                    (iii) any lack of validity or enforceability of any Letter
of Credit;

                    (iv) any claim of breach of warranty that might be made by
any Loan Party or any Lender against any beneficiary of a Letter of Credit, or
the existence of any claim, set-off, recoupment, counterclaim, crossclaim,
defense or other right which any Loan Party or any Lender may have at any time
against a beneficiary, successor beneficiary any transferee or assignee of any
Letter of Credit or the proceeds thereof (or any Persons for whom any such
transferee may be acting), the Administrative Agent or its Affiliates, any
Issuing Lender or its Affiliates, or any Lender or any other Person or, whether
in connection with this Agreement, the transactions contemplated herein or any
unrelated transaction (including any underlying transaction between any Loan
Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter
of Credit was procured);


                                       42

<PAGE>

                    (v) the lack of power or authority of any signer of (or any
defect in or forgery of any signature or endorsement on) or the form of or lack
of validity, sufficiency, accuracy, enforceability or genuineness of any draft,
demand, instrument, certificate or other document presented under or in
connection with any Letter of Credit, or any fraud or alleged fraud in
connection with any Letter of Credit, or the transport of any property or
provisions of services relating to a Letter of Credit, in each case even if the
Administrative Agent or any of the Administrative Agent's Affiliates or any
Issuing Lender or any of an Issuing Lender's Affiliates has been notified
thereof;

                    (vi) payment by the Administrative Agent or any of its
Affiliates or any Issuing Lender or any of its Affiliates under any Letter of
Credit against presentation of a demand, draft or certificate or other document
which does not comply with the terms of such Letter of Credit;

                    (vii) the solvency of, or any acts of omissions by, any
beneficiary of any Letter of Credit, or any other Person having a role in any
transaction or obligation relating to a Letter of Credit, or the existence,
nature, quality, quantity, condition, value or other characteristic of any
property or services relating to a Letter of Credit;

                    (viii) any failure by the Administrative Agent or any of
Administrative Agent's Affiliates or any Issuing Lender or any of an Issuing
Lender's Affiliates to issue any Letter of Credit in substantially the form
requested by any Loan Party, unless the Administrative Agent or such Issuing
Lender (as applicable) has received written notice from such Loan Party of such
failure within three Business Days after the Administrative Agent or such
Issuing Lender (as applicable) shall have furnished such Loan Party a copy of
such Letter of Credit and such error is material and no drawing has been made
thereon prior to receipt of such notice;

                    (ix) any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of any Loan
Party or Subsidiaries of a Loan Party;

                    (x) any breach of this Agreement or any other Loan Document
by any party thereto;

                    (xi) the occurrence or continuance of an Insolvency
Proceeding with respect to any Loan Party;

                    (xii) the fact that an Event of Default or a Potential
Default shall have occurred and be continuing;

                    (xiii) the fact that the Expiration Date shall have passed
or this Agreement or the Commitments hereunder shall have been terminated; and

                    (xiv) any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing.


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<PAGE>

               2.11.8 INDEMNITY.

               In addition to amounts payable as provided in Section 9.5, the
Borrowers hereby agree (subject to Section 10.18 for the avoidance of doubt, if
applicable) to protect, indemnify, pay and save harmless the Administrative
Agent and any of Administrative Agent's Affiliates and each Issuing Lender and
any of the Issuing Lenders' respective Affiliates (collectively, the "LETTER OF
CREDIT PARTIES"), that has issued a Letter of Credit from and against any and
all claims, demands, liabilities, damages, taxes, penalties, interest,
judgments, losses, costs, charges and expenses (including reasonable fees,
expenses and disbursements of counsel and allocated costs of internal counsel)
which any of the Letter of Credit Parties may incur or be subject to as a
consequence, direct or indirect, of the issuance of any Letter of Credit, other
than as a sole result of (i) the gross negligence or willful misconduct of any
of the Letter of Credit Parties as determined by a final judgment of a court of
competent jurisdiction or (ii) the wrongful dishonor by any of the Letter of
Credit Parties of a proper demand for payment made under any Letter of Credit,
except if such dishonor resulted from any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or
governmental authority (all such acts or omissions herein called "GOVERNMENTAL
ACTS").

               2.11.9 LIABILITY FOR ACTS AND OMISSIONS.

               As between any Loan Party and the Administrative Agent, or the
Administrative Agent's Affiliates, and between any Loan Party and an Issuing
Lender, or such Issuing Lender's Affiliates, such Loan Party assumes all risks
of the acts and omissions of, or misuse of the Letters of Credit by, the
respective beneficiaries of such Letters of Credit. In furtherance and not in
limitation of the foregoing, the Administrative Agent and each Issuing Lender
shall not be responsible for any of the following including any losses or
damages to any Loan Party or other Person or property relating therefrom: (i)
the form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for an
issuance of any such Letter of Credit, even if it should in fact prove to be in
any or all respects invalid, insufficient, inaccurate, fraudulent or forged
(even if the Administrative Agent or the Administrative Agent's Affiliates, or
the applicable Issuing Lender or such Issuing Lender's Affiliates, shall have
been notified thereof); (ii) the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any such 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; (iii) the
failure of the beneficiary of any such Letter of Credit, or any other party to
which such Letter of Credit may be transferred, to comply fully with any
conditions required in order to draw upon such Letter of Credit or any other
claim of any Loan Party against any beneficiary of such Letter of Credit, or any
such transferee, or any dispute between or among any Loan Party and any
beneficiary of any Letter of Credit or any such transferee; (iv) errors,
omissions, interruptions or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher;
(v) errors in interpretation of technical terms; (vi) any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any such Letter of Credit or of the proceeds thereof; (vii) the
misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; or (viii) any consequences arising


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<PAGE>

from causes beyond the control of the Administrative Agent or the Administrative
Agent's Affiliates, or the applicable Issuing Lender or such Issuing Lender's
Affiliates, as applicable, including any Governmental Acts, and none of the
above shall affect or impair, or prevent the vesting of, any of the
Administrative Agent's or the Administrative Agent's Affiliates, or the
applicable Issuing Lender or such Issuing Lender's Affiliates, rights or powers
hereunder. Nothing in the preceding sentence shall relieve the Administrative
Agent or any Issuing Lender from liability for the Administrative Agent's or
such Issuing Lender's gross negligence or willful misconduct in connection with
actions or omissions described in such clauses (i) through (viii) of such
sentence. In no event shall the Administrative Agent or the Administrative
Agent's Affiliates, or the applicable Issuing Lender or such Issuing Lender's
Affiliates, be liable to any Loan Party for any indirect, consequential,
incidental, punitive, exemplary or special damages or expenses (including
without limitation attorneys' fees), or for any damages resulting from any
change in the value of any property relating to a Letter of Credit.

               Without limiting the generality of the foregoing, the
Administrative Agent, each Issuing Lender and each of their respective
Affiliates (i) may rely on any oral or other communication believed in good
faith by the Administrative Agent, such Issuing Lender or such Affiliate to have
been authorized or given by or on behalf of the applicant for a Letter of
Credit, (ii) may honor any presentation if the documents presented appear on
their face substantially to comply with the terms and conditions of the relevant
Letter of Credit; (iii) may honor a previously dishonored presentation under a
Letter of Credit, whether such dishonor was pursuant to a court order, to settle
or compromise any claim of wrongful dishonor, or otherwise, and shall be
entitled to reimbursement to the same extent as if such presentation had
initially been honored, together with any interest paid by the Administrative
Agent, such Issuing Lender or such Affiliate; (iv) may honor any drawing that is
payable upon presentation of a statement advising negotiation or payment, upon
receipt of such statement (even if such statement indicates that a draft or
other document is being delivered separately), and shall not be liable for any
failure of any such draft or other document to arrive, or to conform in any way
with the relevant Letter of Credit; (v) may pay any paying or negotiating bank
claiming that it rightfully honored under the laws or practices of the place
where such bank is located; and (vi) may settle or adjust any claim or demand
made on the Administrative Agent, such Issuing Lender or such Affiliate in any
way related to any order issued at the applicant's request to an air carrier, a
letter of guarantee or of indemnity issued to a carrier or any similar document
(each an "ORDER") and honor any drawing in connection with any Letter of Credit
that is the subject to such Order, notwithstanding that any drafts or other
documents presented in connection with such Letter of Credit fail to conform in
any way with such Letter of Credit.

               In furtherance and extension and not in limitation of the
specific provisions set forth above, any action taken or omitted by the
Administrative Agent or the Administrative Agent's Affiliates, or the applicable
Issuing Lender or such Issuing Lender's Affiliates, under or in connection with
the Letters of Credit issued by it or any documents and certificates delivered
thereunder, if taken or omitted in good faith, shall not put the Administrative
Agent or the Administrative Agent's Affiliates, or the applicable Issuing Lender
or such Issuing Lender's Affiliates, under any resulting liability to the
Borrowers or any Lender.


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<PAGE>

          2.12 CURRENCY REPAYMENTS.

               Notwithstanding anything contained herein to the contrary, the
entire amount of principal of and interest on any Revolving Credit Loan made in
an Optional Currency shall be repaid in the same Optional Currency in which such
Loan was made, provided, however, that if it is impossible or illegal for the
Borrowers to effect payment of a Revolving Credit Loan in the Optional Currency
in which such Loan was made, or if the Borrowers default in their obligations to
do so, the Required Lenders may at their option permit such payment to be made
(i) at and to a different location, subsidiary, affiliate or correspondent of
Administrative Agent, (ii) in the Equivalent Amount of Dollars or (iii) in an
Equivalent Amount of such other currency (freely convertible into Dollars) as
the Required Lenders may solely at their option designate. Upon any events
described in (i) through (iii) of the preceding sentence, the Borrowers shall
make such payment, and the Borrowers agree to hold each Lender harmless from and
against any loss incurred by any Lender arising from the cost to such Lender of
any premium, any costs of exchange, the cost of hedging and covering the
Optional Currency in which such Loan was originally made, and from any change in
the value of Dollars, or such other currency, in relation to the Optional
Currency that was due and owing. Such loss shall be calculated for the period
commencing with the first day of the Interest Period for such Loan and
continuing through the date of payment thereof. Without prejudice to the
survival of any other agreement of the Borrowers hereunder, the Borrowers'
obligations under this Section 2.12 shall survive termination of this Agreement.

          2.13 OPTIONAL CURRENCY AMOUNTS.

               Notwithstanding anything contained herein to the contrary, the
Administrative Agent may, with respect to notices by the Borrowers for Revolving
Credit Loans in an Optional Currency or voluntary prepayments of less than the
full amount of an Optional Currency Borrowing Tranche, engage in reasonable
rounding of the Optional Currency amounts requested to be loaned or repaid; and,
in such event, the Administrative Agent shall promptly notify the Borrowers and
the Lenders of such rounded amounts and the Borrowers' request or notice shall
thereby be deemed to reflect such rounded amounts.

          2.14 REDUCTION OF COMMITMENT.

               The Company, on behalf of all Borrowers, shall have the right at
any time and from time to time upon five (5) Business Days' prior written notice
to the Administrative Agent to permanently reduce, in whole multiples of
$5,000,000 of principal, or terminate the Revolving Credit Commitments without
penalty or premium, except as hereinafter set forth, provided that any such
reduction or termination shall be accompanied by (a) the payment in full of any
Commitment Fee then accrued on the amount of such reduction or termination and
(b) prepayment of the Revolving Credit Notes, together with the full amount of
interest accrued on the principal sum to be prepaid (and all amounts referred to
in Section 4.6 hereof), to the extent that the Dollar Equivalent Revolving
Facility Usage then outstanding exceeds the Revolving Credit Commitments as so
reduced or terminated. From the effective date of any such reduction or
termination the obligations of the Borrowers to pay the Commitment Fee pursuant
to Section 2.3 shall correspondingly be reduced or cease.


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<PAGE>

                                3. INTEREST RATES

          3.1 INTEREST RATE OPTIONS.

               The Borrowers shall pay interest in respect of the outstanding
unpaid principal amount of the Loans as selected by it from the Base Rate Option
or Euro-Rate Option set forth below applicable to the Loans, it being understood
that, subject to the provisions of this Agreement, the Borrowers may select
different Interest Rate Options and different Interest Periods to apply
simultaneously to the Loans comprising different Borrowing Tranches and may
convert to or renew one or more Interest Rate Options with respect to all or any
portion of the Loans comprising any Borrowing Tranche, provided that there shall
not be at any one time outstanding more than eight (8) Borrowing Tranches in the
aggregate among all of the Loans. If at any time the designated rate applicable
to any Loan made by any Lender exceeds such Lender's highest lawful rate, the
rate of interest on such Lender's Loan shall be limited to such Lender's highest
lawful rate. Interest on the principal amount of each Loan made in an Optional
Currency shall be paid by the Borrowers in such Optional Currency. Swing Loans
shall bear interest at a rate to be agreed upon by the Administrative Agent and
the Company, on behalf of all Borrowers.

               3.1.1 INTEREST RATE OPTIONS.

               The Borrowers shall have the right to select from the following
Interest Rate Options applicable to the Loans (subject to the provisions above
regarding Swing Loans), except that no Loan to which a Base Rate shall apply may
be made in an Optional Currency:

                    (i) Base Rate Option. A fluctuating rate per annum (computed
on the basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed) equal to the Base Rate plus the Applicable Margin, such interest rate
to change automatically from time to time effective as of the effective date of
each change in the Base Rate; or

                    (ii) Euro-Rate Option. A rate per annum (computed on the
basis of a year of 360 days, as the case may be, and actual days elapsed),
provided that, for Revolving Credit Loans made in an Optional Currency for which
a 365-day basis is the only market practice available to the Administrative
Agent, such rate shall be calculated on the basis of a year of 365 days for the
actual days elapsed) equal to the Euro-Rate plus the Applicable Margin.

               3.1.2 RATE QUOTATIONS.

               The Borrowers may call the Administrative Agent on or before the
date on which a Loan Request is to be delivered to receive an indication of the
interest rates and the applicable currency exchange rates then in effect, but it
is acknowledged that such projection shall not be binding on the Administrative
Agent or the Lenders nor affect the rate of interest or


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<PAGE>

the calculation of Equivalent Amounts which thereafter are actually in effect
when the election is made.

          3.2 INTEREST PERIODS.

               At any time when the Borrowers shall select, convert to or renew
a Euro-Rate Option, the Borrowers shall notify the Administrative Agent thereof
by delivering a Loan Request at least four (4) Business Days prior to the
effective date of such Interest Rate Option, with respect to an Optional
Currency Loan, and three (3) Business Days prior to the effective date of such
Interest Rate Option, with respect to a Loan denominated in Dollars. The notice
shall specify an Interest Period during which such Interest Rate Option shall
apply. Notwithstanding the preceding sentence, the following provisions shall
apply to any selection of, renewal of, or conversion to a Euro-Rate Option:

               3.2.1 AMOUNT OF BORROWING TRANCHE.

               The Dollar Equivalent amount of each Borrowing Tranche of
Euro-Rate Loans shall be in integral multiples of $100,000.00 and not less than
$2,000,000.00; and

               3.2.2 RENEWALS.

               In the case of the renewal of a Euro-Rate Option at the end of an
Interest Period, the first day of the new Interest Period shall be the last day
of the preceding Interest Period, without duplication in payment of interest for
such day.

          3.3 INTEREST AFTER DEFAULT.

               To the extent permitted by Law, upon the occurrence of an Event
of Default and until such time such Event of Default shall have been cured or
waived:

               3.3.1 LETTER OF CREDIT FEES, INTEREST RATE.

               The Letter of Credit Fees and the rate of interest for each Loan
otherwise applicable pursuant to Section 2.11.2 or Section 3.1, respectively,
shall at the request of the Administrative Agent be increased, by 2.0% per
annum; and

               3.3.2 OTHER OBLIGATIONS.

               Each other Obligation hereunder if not paid when due shall at the
request of the Administrative Agent bear interest at a rate per annum equal to
the sum of the rate of interest applicable under the Base Rate Option plus an
additional 2.0% per annum from the time such Obligation becomes due and payable
and until it is paid in full.

               3.3.3 ACKNOWLEDGMENT.

               The Borrowers acknowledges that the increase in rates referred to
in this Section 3.3 reflects, among other things, the fact that such Loans or
other amounts have become


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<PAGE>

a substantially greater risk given their default status and that the Lenders are
entitled to additional compensation for such risk; and all such interest shall
be payable by the Borrowers upon demand by the Administrative Agent.

          3.4 EURO-RATE UNASCERTAINABLE; ILLEGALITY; INCREASED COSTS; DEPOSITS
NOT AVAILABLE.

               3.4.1 UNASCERTAINABLE.

               If on any date on which a Euro-Rate would otherwise be
determined, the Administrative Agent shall have determined that:

                    (i) adequate and reasonable means do not exist for
ascertaining such Euro-Rate, or

                    (ii) a contingency has occurred affecting the interbank
eurodollar market relating to the Euro-Rate and reasonable and adequate means do
not exist for ascertaining the Euro-Rate for such Interest Period, the
Administrative Agent and Borrowers shall have the rights specified in Sections
3.4.3 and 4.4.2 (as applicable).

               3.4.2 ILLEGALITY; INCREASED COSTS; DEPOSITS NOT AVAILABLE.

               If at any time any Lender shall have determined that:

                    (i) the making, maintenance or funding of any Loan to which
a Euro-Rate Option applies has been made impracticable or unlawful by compliance
by such Lender in good faith with any Law or any interpretation or application
thereof by any Official Body or with any request or directive of any such
Official Body (whether or not having the force of Law), or

                    (ii) such Euro-Rate Option will not adequately and fairly
reflect the cost to such Lender of the establishment or maintenance of any such
Loan, or

                    (iii) after making all reasonable efforts, deposits of the
relevant amount in Dollars or in the Optional Currency (as applicable) for the
relevant Interest Period for a Loan, or to banks generally, to which a Euro-Rate
Option applies, respectively, are not available to such Lender with respect to
such Loan, or to banks generally, in the interbank eurodollar market, then the
Administrative Agent and Borrowers shall have the rights specified in Sections
3.4.3 and 4.4.2 (as applicable).

               3.4.3 ADMINISTRATIVE AGENT'S AND LENDER'S RIGHTS.

               In the case of any event specified in Section 3.4.1 above, the
Administrative Agent shall promptly so notify the Lenders and the Borrowers
thereof, and in the case of an event specified in Section 3.4.2 above, such
Lender shall promptly so notify the Administrative Agent and endorse a
certificate to such notice as to the specific circumstances of such notice, and
the Administrative Agent shall promptly send copies of such notice and


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<PAGE>

certificate to the other Lenders and the Borrowers. Upon such date as shall be
specified in such notice (which shall not be earlier than the date such notice
is given), the obligation of (A) the Lenders, in the case of such notice given
by the Administrative Agent, or (B) such Lender, in the case of such notice
given by such Lender, to allow the Borrowers to select, convert to or renew a
Euro-Rate Option or select an Optional Currency (as applicable) shall be
suspended until the Administrative Agent shall have later notified the
Borrowers, or such Lender shall have later notified the Administrative Agent, of
the Administrative Agent's or such Lender's, as the case may be, determination
that the circumstances giving rise to such previous determination no longer
exist. If at any time the Administrative Agent makes a determination under
Section 3.4.1 and the Borrowers have previously notified the Administrative
Agent of its selection of, conversion to or renewal of a Euro-Rate Option and
such Interest Rate Option has not yet gone into effect, such notification shall
be deemed to provide for selection of, conversion to or renewal of the Base Rate
Option otherwise available with respect to such Loans. If any Lender notifies
the Administrative Agent of a determination under Section 3.4.2, the Borrowers
shall, subject to the Borrowers' indemnification Obligations under Section
4.6.2, as to any Loan of the Lender to which a Euro-Rate Option applies, on the
date specified in such notice either (i) as applicable, convert such Loan to the
Base Rate Option otherwise available with respect to such Loan or select a
different Optional Currency or Dollars, or (ii) prepay such Loan in accordance
with Section 4.4. Absent due notice from the Borrowers of conversion or
prepayment, such Loan shall automatically be converted to the Base Rate Option
otherwise available with respect to such Loan upon such specified date.

          3.5 SELECTION OF INTEREST RATE OPTIONS.

               If the Borrowers fail to select a new Interest Period or Optional
Currency to apply to any Borrowing Tranche of Loans under the Euro-Rate Option
at the expiration of an existing Interest Period applicable to such Borrowing
Tranche in accordance with the provisions of Section 3.2, the Borrowers shall be
deemed to have converted or continued, as applicable, such Borrowing Tranche of
Loans under the Euro-Rate Option for an Interest Period of one (1) month and, if
required by the Administrative Agent, converted such Borrowing Tranche to a Loan
in Dollars, as applicable, commencing upon the last day of the existing Interest
Period.

          3.6 CANADIAN INTEREST ACT DISCLOSURE.

               For the purposes of the Interest Act (Canada) and disclosure
thereunder, whenever any interest or any fee to be paid hereunder or in
connection herewith is to be calculated on the basis of a 360-day or 365-day
year, the yearly rate of interest to which the rate used in such calculation is
equivalent is the rate so used multiplied by the actual number of days in the
calendar year in which the same is to be ascertained and divided by 360 or 365,
as applicable. The rates of interest under this Agreement are nominal rates, and
not effective rates or yields. The principle of deemed reinvestment of interest
does not apply to any interest calculation under this Agreement.

          3.7 CANADIAN USURY PROVISION.


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<PAGE>

               If any provision of this Agreement would oblige a Canadian
Borrower to make any payment of interest or other amount payable to any Lender
in an amount or calculated at a rate which would be prohibited by law or would
result in a receipt by that Lender of "interest" at a "criminal rate" (as such
terms are construed under the Criminal Code (Canada)), then, notwithstanding
such provision, such amount or rate shall be deemed to have been adjusted with
retroactive effect to the maximum amount or rate of interest, as the case may
be, as would not be so prohibited by applicable law or so result in a receipt by
that Lender of "interest" at a "criminal rate", such adjustment to be effected,
to the extent necessary (but only to the extent necessary), as follows:

     (i) first, by reducing the amount or rate of interest; and

     (ii) thereafter, by reducing any fees, commissions, costs, expenses,
premiums and other amounts required to be paid which would constitute interest
for purposes of section 347 of the Criminal Code (Canada).

                                   4. PAYMENTS

          4.1 PAYMENTS.

               All payments and prepayments to be made in respect of principal,
interest, Commitment Fees, Letter of Credit Fees, Administrative Agent's Fee or
other fees or amounts due from the Borrowers hereunder shall be payable prior to
11:00 a.m., Pittsburgh time, on the date when due without presentment, demand,
protest or notice of any kind, all of which are hereby expressly waived by the
Borrowers, and without set-off, counterclaim or other deduction of any nature,
and an action therefor shall immediately accrue. Such payments shall be made to
the Administrative Agent at the Principal Office for the account of PNC Bank
with respect to the Swing Loans and for the ratable accounts of the Lenders with
respect to the Revolving Loans in Dollars except that payments of principal or
interest shall be made in the currency in which such Loan was made, and in
immediately available funds, and the Administrative Agent shall promptly
distribute such amounts to the Lenders in immediately available funds, provided
that in the event payments are received by 11:00 a.m., Pittsburgh time, by the
Administrative Agent with respect to the Loans and such payments are not
distributed to the Lenders on the same day received by the Administrative Agent,
the Administrative Agent shall pay the Lenders the Federal Funds Effective Rate
in the case of Loans or other amounts due in Dollars, or the Overnight Rate in
the case of Loans or other amounts due in an Optional Currency, with respect to
the amount of such payments for each day held by the Administrative Agent and
not distributed to the Lenders. The Administrative Agent's and each Lender's
statement of account, ledger or other relevant record shall, in the absence of
manifest error, be conclusive as the statement of the amount of principal of and
interest on the Loans and other amounts owing under this Agreement (including
the Equivalent Amounts of the applicable currencies where such computations are
required) and shall be deemed an "account stated."


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<PAGE>

          4.2 PRO RATA TREATMENT OF LENDERS.

               Each borrowing of Revolving Credit Loans shall be allocated to
each Lender according to its Revolving Credit Ratable Share, and each selection
of, conversion to or renewal of any Interest Rate Option and each payment or
prepayment by the Borrowers with respect to principal, interest, Commitment
Fees, Letter of Credit Fees, or other fees (except for the Administrative
Agent's Fee and the fronting fee for Letters of Credit referred to in Section
2.11.2(ii)) or amounts due from the Borrowers hereunder to the Lenders with
respect to the Loans, shall (except as provided in Section 3.4.3 in the case of
an event specified in Sections 3.4, 4.4.2 or 4.6) be made in proportion to the
applicable Loans outstanding from each Lender and, if no such Loans are then
outstanding, in proportion to the Revolving Credit Ratable Share, as applicable
of each Lender. Notwithstanding any of the foregoing, each borrowing or payment
or prepayment by the Borrowers of principal, interest, fees or other amounts
from the Borrowers with respect to Swing Loans shall be made by or to PNC Bank.

          4.3 INTEREST PAYMENT DATES.

               Interest on Loans to which the Base Rate Option applies shall be
due and payable in arrears on the first day of each July, October, January and
April after the date hereof and on the Expiration Date or upon acceleration of
the Notes. Interest on Loans to which the Euro-Rate Option applies shall be due
and payable in the currency in which such Loan was made on the last day of each
Interest Period for those Loans and, if such Interest Period is longer than
three (3) Months, also on the 90th day of such Interest Period. Interest on
mandatory prepayments of principal under Section 4.5 shall be made in the
currency in which such Loan was made and shall be due on the date such mandatory
prepayment is due. Interest on the principal amount of each Loan or other
monetary Obligation shall be due and payable in the currency in which such Loan
was made on demand after such principal amount or other monetary Obligation
becomes due and payable (whether on the stated maturity date, upon acceleration
or otherwise).

          4.4 VOLUNTARY PREPAYMENTS.

               4.4.1 RIGHT TO PREPAY.

               The Borrowers shall have the right, at their option, from time to
time to prepay the Loans in whole or part without premium or penalty (except as
provided in Section 4.4.2 below or in Section 4.6) in the currency in which such
Loan was made:

                    (i) at any time with respect to any Loan to which the Base
Rate Option applies,

                    (ii) at any time with respect to any Loan in any Optional
Currency, subject to Section 4.6.2,

                    (iii) at any time with respect to Loans to which a Euro-Rate
Option applies, subject to Section 4.6.2, or


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<PAGE>

                    (iv) on the date specified in a notice by any Lender
pursuant to Section 3.4 with respect to any Loan to which a Euro-Rate Option
applies.

               Whenever the Borrowers desire to prepay any part of the Loans,
the Company, on behalf of all Borrowers, shall provide a prepayment notice to
the Administrative Agent by 1:00 p.m. Pittsburgh time: (i) at least one (1)
Business Day prior to the date of prepayment of the Revolving Credit Loans made
in Dollars and (ii) at least four (4) Business Days prior to the date of
prepayment of any Loans in an Optional Currency, and (iii) on the date of
prepayment of Swing Loans, in each case setting forth the following information:

               (x) the date, which shall be a Business Day, on which the
          proposed prepayment is to be made;

               (y) the Borrowing Tranche designated for prepayment, if
          applicable; and

               (z) the total principal amount and currency of such prepayment,
          the Dollar Equivalent amount of which shall not be less than
          $500,000.00 for any Swing Loan or $1,000,000.00 for any Revolving
          Credit Loan or such lesser amount as may be outstanding.

               All prepayment notices shall be irrevocable. The principal amount
of the Loans for which a prepayment notice is given, together with interest on
such principal amount except with respect to Loans to which the Base Rate Option
applies, shall be due and payable on the date specified in such prepayment
notice as the date on which the proposed prepayment is to be made in the
currency in which such Loans was made. Except as provided in Section 3.4.3, if
the Borrowers prepay a Loan but fails to specify the applicable Borrowing
Tranche which the Borrowers are prepaying, the prepayment shall be applied first
to Loans to which the Base Rate Option applies, then to Loans to which the
Euro-Rate Option applies, and then to Optional Currency Loans. Any prepayment
hereunder shall be subject to the Borrowers' Obligation to indemnify the Lenders
under Section 4.6.2. Revolving Credit Loan prepayments shall not result in an
reduction of the Revolving Credit Commitments unless the Borrowers have elected
to reduce such Revolving Credit Commitments pursuant to Section 2.14.

               4.4.2 REPLACEMENT OF A LENDER.

               In the event any Lender (any such Lender, a "DEFAULTING LENDER")
(i) gives notice under Section 2.9, 3.4 or 4.6.1, (ii) does not fund Revolving
Credit Loans or otherwise fails to pay over to the Administrative Agent or any
other Lender any other amount required to be paid by it hereunder within one
Business Day of the date when due (unless the subject of a good faith dispute or
unless such failure has been cured and all interest accruing as a result of such
failure has been fully paid in accordance with the terms hereof), (iii) becomes
subject to the control of an Official Body (other than normal and customary
supervision), deemed insolvent by an Official Body or the subject of a
bankruptcy, receivership, conservatorship or insolvency proceeding, or (iv)
becomes a Non-Consenting Lender pursuant to Section 10.1, then the Borrowers
shall have the right at its option to prepay the Loans of such


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<PAGE>

Lender in whole, together with all interest accrued thereon, and terminate such
Lender's Commitment within ninety (90) days after (x) receipt of such Lender's
notice under Section 2.9, 3.4 or 4.6.1, (y) the date such Lender has failed to
fund Revolving Credit Loans or otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within one Business Day of the date when due as contemplated in
clause (ii) above, or (z) the date such Lender became subject to the control of
an Official Body or any other event contemplated in clause (iii) or (iv) above
occurs, as applicable; provided that the Borrowers shall also pay to such Lender
at the time of such prepayment any amounts required under Section 4.6 and any
accrued interest due on such amount and any related fees (except if a Lender is
a Defaulting Lender as a result of the operation of clause (ii) or (iii) above,
in which event such Lender shall be entitled to receive accrued interest only
and not entitled to receive payment of any fees); provided, however, that the
Revolving Credit Commitment of such Lender shall be provided by one or more of
the remaining Lenders or a replacement financial institution acceptable to the
Administrative Agent; provided, further, the remaining Lenders shall have no
obligation hereunder to increase their Commitments. Notwithstanding the
foregoing, the Administrative Agent may only be replaced subject to the
requirements of Section 9.14 and provided that all Letters of Credit have
expired or been terminated or replaced.

               4.4.3 CHANGE OF LENDING OFFICE.

               Each Lender agrees that upon the occurrence of any event giving
rise to increased costs or other special payments under Section 3.4.2 or 4.6.1
with respect to such Lender, it will if requested by the Borrowers, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another Lending Office for any Loans or Letters of Credit affected by
such event, provided that such designation is made on such terms that such
Lender and its Lending Office suffer no economic, legal or regulatory
disadvantage, with the object of avoiding the consequence of the event giving
rise to the operation of such Section. Nothing in this Section 4.4.3 shall
affect or postpone any of the Obligations of the Borrowers or any other Loan
Party or the rights of the Administrative Agent or any Lender provided in this
Agreement.

          4.5 MANDATORY PREPAYMENTS.

               4.5.1 CURRENCY FLUCTUATIONS.

               If on any Computation Date the sum of the Dollar Equivalent
Revolving Facility Usage is greater than the Revolving Credit Commitments as a
result of a change in exchange rates between one (1) or more Optional Currencies
and Dollars, then the Administrative Agent shall notify the Borrowers of the
same. The Borrowers shall pay or prepay the Revolving Credit Loans (subject to
Borrowers' indemnity obligations contained in this Agreement, including, without
limitation, under Section 4.6.2) or Swing Loans within three (3) Business Days
after receiving such notice such that the sum of the Dollar Equivalent Revolving
Facility Usage no longer exceeds the aggregate Revolving Credit Commitments.


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<PAGE>

               4.5.2 APPLICATION AMONG INTEREST RATE OPTIONS.

               All prepayments required pursuant to this Section 4.5 shall first
be applied among the Interest Rate Options to the principal amount of the
applicable Loans subject to the Base Rate Option, then to Dollar Loans
denominated in Dollars and subject to a Euro-Rate Option and then to Loans of
Optional Currencies subject to the Euro-Rate Option, and the Borrowers will be
subject to the indemnity obligation set forth in Section 4.6.2.

          4.6 ADDITIONAL COMPENSATION IN CERTAIN CIRCUMSTANCES.

               4.6.1 INCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES,
RESERVES, CAPITAL ADEQUACY REQUIREMENTS, EXPENSES, ETC.

               If any change in any Law or guideline or in any interpretation or
application thereof by any Official Body charged with the interpretation or
administration thereof or compliance with any request or directive (whether or
not having the force of Law) of any central bank or other Official Body:

                    (i) imposes, modifies or deems applicable any reserve,
special deposit or similar requirement against credits or commitments to extend
credit extended by, or assets (funded or contingent) of, deposits with or for
the account of, or other acquisitions of funds by, any Lender or any Lending
Office of any Lender, or

                    (ii) imposes, modifies or deems applicable any capital
adequacy or similar requirement (A) against assets (funded or contingent) of, or
letters of credit, other credits or commitments to extend credit extended by,
any Lender, or (B) otherwise applicable to the obligations of any Lender or any
Lending Office of any Lender under this Agreement,

and the result of any of the foregoing is to increase the cost to, reduce the
income receivable by, or impose any expense (including loss of margin) upon any
Lender or its Lending Office with respect to this Agreement, the Notes or the
making, maintenance or funding of any part of the Loans (or, in the case of any
capital adequacy or similar requirement, to have the effect of reducing the rate
of return on any Lender's capital, taking into consideration such Lender's
customary policies with respect to capital adequacy) by an amount which such
Lender in its sole discretion deems to be material, such Lender shall from time
to time notify the Borrowers and the Administrative Agent of the amount
determined in good faith (using any averaging and attribution methods employed
in good faith) by such Lender to be necessary to compensate such Lender for such
increase in cost, reduction of income, additional expense or reduced rate of
return. Such notice shall set forth in reasonable detail the basis for such
determination. Such amount shall be due and payable by the Borrowers to such
Lender ten (10) Business Days after such notice is given.


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<PAGE>

               4.6.2 INDEMNITY.

               In addition to the compensation required by Section 4.6.1, the
Borrowers shall indemnify each Lender against all liabilities, losses or
expenses (including loss of margin, any loss or expense incurred in liquidating
or employing deposits from third parties and any loss or expense incurred in
connection with funds acquired by a Lender to fund or maintain Loans subject to
a Euro-Rate Option) which such Lender sustains or incurs as a consequence of
any:

                    (i) payment, prepayment, conversion or renewal of any Loan
to which a Euro-Rate Option applies on a day other than the last day of the
corresponding Interest Period (whether or not such payment or prepayment is
mandatory, voluntary or automatic and whether or not such payment or prepayment
is then due),

                    (ii) attempt by the Borrowers to revoke (expressly, by later
inconsistent notices or otherwise) in whole or part any Loan Requests under
Section 2.4 or Section 3.2 or notice relating to prepayments under Section 4.4,
or

                    (iii) default by the Borrowers in the performance or
observance of any covenant or condition contained in this Agreement or any other
Loan Document, including any failure of the Borrowers to pay when due (by
acceleration or otherwise) any principal, interest, Commitment Fee or any other
amount due hereunder.

               If any Lender sustains or incurs any such loss or expense, it
shall from time to time notify the Borrowers of the amount determined in good
faith by such Lender (which determination may include such assumptions,
allocations of costs and expenses and averaging or attribution methods as such
Lender shall deem reasonable) to be necessary to indemnify such Lender for such
loss or expense. Such notice shall set forth in reasonable detail the basis for
such determination. Such amount shall be due and payable by the Borrowers to
such Lender ten (10) Business Days after such notice is given.

          4.7 INTERBANK MARKET PRESUMPTION.

               For all purposes of this Agreement and each Note with respect to
any aspects of the Euro-Rate, any Loan under the Euro-Rate Option or any
Optional Currency, each Lender and Administrative Agent shall be presumed to
have obtained rates, funding, currencies, deposits, and the like in the Relevant
Interbank Market regardless of whether it did so or not; and, each Lender's and
Administrative Agent's determination of amounts payable under, and actions
required or authorized by, Section 4.6.2 shall be calculated, at each Lender's
and Administrative Agent's option, as though each Lender and Administrative
Agent funded each Borrowing Tranche of Loans under the Euro-Rate Option through
the purchase of deposits of the types and maturities corresponding to the
deposits used as a reference in accordance with the terms hereof in determining
the Euro-Rate applicable to such Loans, whether in fact that is the case.


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<PAGE>

          4.8 TAXES.

               4.8.1 NO DEDUCTIONS.

               All payments made to the Lenders and/or Administrative Agent by
the Borrowers hereunder and under each Note shall be made free and clear of and
without deduction for any present or future taxes, levies, imposts, deductions,
charges, or withholdings, and all liabilities with respect thereto, excluding
taxes imposed on the net income of any Lender and all income and franchise taxes
that would not have been imposed but for such Lender having a past or present
connection with a jurisdiction imposing such taxes other than entering into this
Agreement and performing its obligations and enforcing its rights thereunder(all
such non-excluded taxes, levies, imposts, deductions, charges, withholdings, and
liabilities being hereinafter referred to as "TAXES") unless such deduction is
required by Law (and then subject to the following sentence). If the Borrowers
shall be required by Law to deduct any Taxes from or in respect of any sum
payable hereunder or under any Note, (i) the sum payable under such Note shall
be increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
4.8.1) each Lender receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrowers shall make such deductions
and (iii) the Borrowers shall timely pay the full amount deducted to the
relevant tax authority or other authority in accordance with applicable Law.

               4.8.2 STAMP TAXES.

               In addition, the Borrowers agree to pay any present or future
stamp or documentary taxes or any other excise or property taxes 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 or
any Note (hereinafter referred to as "OTHER TAXES").

               4.8.3 INDEMNIFICATION FOR TAXES PAID BY A LENDER.

               The Borrowers shall indemnify each Lender for the full amount of
Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes
imposed by any jurisdiction on amounts payable under this Section 4.8.3) paid by
any Lender and any liability (including penalties, interest, and expenses)
arising therefrom or with respect thereto. This indemnification shall be made
within 30 days from the date a Lender makes written demand therefor, but in no
event shall such indemnification be required to be made more than ten (10)
Business Days before the date such Taxes or Other Taxes are due to the relevant
taxing authority.

               4.8.4 CERTIFICATE.

               Within 30 days after the date of any payment of any Taxes by the
Borrowers pursuant to Section 4.8, the Borrowers shall notify the Lenders
thereof, and thereafter, if so requested by any Lender, furnish to each Lender,
at its address referred to herein, the original or a certified copy of a receipt
evidencing payment thereof, if available, or, if not


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<PAGE>

available, another reasonable form of confirmation of such payment if it is
requested by any Lender.

               4.8.5 EXCLUSIONS, ETC.

               Notwithstanding any other provision of this Agreement, if the
forms provided pursuant to Section 10.17 by a Lender, assignee or participant at
the time such Person first becomes a party to this Agreement indicate a United
States interest withholding tax rate in excess of zero, withholding tax at such
rate shall be considered excluded from Taxes unless and until such Person
provides the appropriate forms certifying that a lesser rate applies, whereupon
withholding tax at such lesser rate only shall be considered excluded from Taxes
for periods governed by such forms; provided, however, that the term Taxes shall
include United States withholding tax, if any, applicable with respect to an
assignee or participant of a Lender only to the extent that, at the effective
date of the agreement or other transaction pursuant to which such assignee or
participant becomes a party to this Agreement, such Lender was entitled to
payments under Section 4.8.1 in respect of United States withholding tax with
respect to interest paid at such date. For any period with respect to which a
Lender or assignee or participant of a Lender (or a financial institution
through which such Lender, assignee or participant has directed any payment to
be made) has failed to comply with Section 10.17, such Lender, assignee or
participant shall not be entitled to indemnification under this Section 4.8 with
respect to any Taxes imposed by reason of such failure.

               4.8.6 CHANGE OF LENDING OFFICE, ETC.

               Any Person claiming any additional amounts payable pursuant to
this Section 4.8 agrees to use reasonable efforts (consistent with any legal and
regulatory restrictions) to file any document or certificate reasonably
requested by a Borrower or change the jurisdiction of its Lending Office with
respect to this Agreement, if the filing of such document or certificate, or the
making of such a change, would avoid the need for, or reduce the amount of, any
such additional amounts pursuant to this Section 4.8 that may thereafter accrue.

               4.8.7 SURVIVAL.

               Without prejudice to the survival of any other agreement of the
Borrowers hereunder, the agreements and obligations of the Borrowers contained
in Sections 4.8.1 through 4.8.4 shall survive the payment in full of principal
and interest hereunder and under any instrument delivered hereunder.

          4.9 JUDGMENT CURRENCY.

               4.9.1 CURRENCY CONVERSION PROCEDURES FOR JUDGMENTS.

               If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due hereunder or under a Note in any currency (the
"ORIGINAL CURRENCY") into another currency (the "OTHER CURRENCY"), the parties
hereby agree, to the fullest extent permitted by Law, that the rate of exchange
used shall be that at which in accordance with


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normal banking procedures each Lender could purchase the Original Currency with
the Other Currency after any premium and costs of exchange on the Business Day
preceding that on which final judgment is given.

               4.9.2 INDEMNITY IN CERTAIN EVENTS.

               The obligation of the Borrowers in respect of any sum due from
the Borrowers to any Lender hereunder shall, notwithstanding any judgment in an
Other Currency, whether pursuant to a judgment or otherwise, be discharged only
to the extent that, on the Business Day following receipt by any Lender of any
sum adjudged to be so due in such Other Currency, such Lender may in accordance
with normal banking procedures purchase the Original Currency with such Other
Currency. If the amount of the Original Currency so purchased is less than the
sum originally due to such Lender in the Original Currency, the Borrowers agree,
as a separate obligation and notwithstanding any such judgment or payment, to
indemnify such Lender against such loss. If the amount of the Original Currency
so purchased is greater than the sum originally due to such Lender in the
Original Currency, such Lender agrees to return the amount of any excess to the
Borrowers (or to any other Person who may be entitled thereto under applicable
Law).

          4.10 NOTES.

               Upon the request of any Lender, the Loans made by such Lender may
be evidenced by a Note (or Notes).

          4.11 SETTLEMENT DATE PROCEDURES.

               In order to minimize the transfer of funds between the Lenders
and the Administrative Agent, the Borrowers may borrow, repay and reborrow Swing
Loans and PNC Bank may make Swing Loans as provided in Section 2.4.2 hereof
during the period between Settlement Dates. Not later than 11:00 a.m.,
Pittsburgh time, on any Settlement Date, the Administrative Agent shall notify
each Lender of its Ratable Share of the total of the Revolving Credit Loans and
the Swing Loans (each a "REQUIRED SHARE") as of such date. Prior to 1:00 p.m.,
Pittsburgh time, on such Settlement Date, each Lender shall pay to the
Administrative Agent the amount equal to the difference between its Required
Share and its Revolving Credit Loans, and the Administrative Agent shall pay to
each Lender its Ratable Share of all payments made by the Borrowers to the
Administrative Agent with respect to the Revolving Credit Loans. The
Administrative Agent may at its option effect settlement on any Business Day.
These settlement procedures are established solely as a matter of administrative
convenience, and nothing contained in this Section 4.11 shall relieve the
Lenders of their obligations to fund Revolving Credit Loans on dates other than
a Settlement Date. The Administrative Agent may, at any time at its option, for
any reason whatsoever require each Lender to pay immediately to the
Administrative Agent such Lender's Ratable Share of the outstanding Revolving
Credit Loans and, each Lender may at any time require the Administrative Agent
to pay immediately to such Lender its Ratable Share of all payments made by the
Borrowers to the Administrative Agent with respect to the Revolving Credit
Loans.


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          4.12 BORROWERS' AGENT.

               Each Borrower hereby designates the Company as its representative
and agent (in such capacity, the "BORROWER AGENT") under the Loan Documents,
including for requests for Loans and Letters of Credit, designation of interest
rates, delivery or receipt of communications, preparation and delivery of
financial reports, and requests for waivers. The Borrower Agent hereby accepts
such appointment. The Administrative Agent and the Lenders may give any notice
or communication with a Borrower hereunder to the Borrower Agent on behalf of
such Borrower. Each Borrower agrees that any notice, election, communication,
representation, agreement or undertaking made on its behalf by the Borrower
Agent shall be binding upon and enforceable against it.

                        5. REPRESENTATIONS AND WARRANTIES

          5.1 REPRESENTATIONS AND WARRANTIES.

               The Loan Parties, jointly and severally, represent and warrant to
the Administrative Agent and each of the Lenders as follows:

               5.1.1 ORGANIZATION AND QUALIFICATION.

               Each Loan Party and each Subsidiary of each Loan Party is a
corporation, partnership or limited liability company duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization. Each Loan Party and each Subsidiary of each Loan Party has the
power to own or lease its properties necessary for its business and to engage in
the business it presently conducts or as of the Closing Date proposes to
conduct. Each Loan Party and each Subsidiary of each Loan Party is duly licensed
or qualified and in good standing in each domestic jurisdiction listed on
SCHEDULE 5.1.1 as of the Closing Date or, if applicable, such later date as to
which a version of such Schedule is updated in accordance with Section 5.3, and
in all other jurisdictions where the property owned or leased by it or the
nature of the business transacted by it or both makes such licensing or
qualification necessary except where the failure to do so would result in a
Material Adverse Change.

               5.1.2 SUBSIDIARIES.

               SCHEDULE 5.1.2 states as of the Closing Date or, if applicable,
such later date as to which a version of such Schedule is updated in accordance
with Section 5.3, the name of each of the Company's Subsidiaries, its
jurisdiction of incorporation, its authorized capital stock, the issued and
outstanding shares (referred to herein as the "SUBSIDIARY SHARES") and the
owners thereof if it is a corporation, its outstanding partnership interests
(the "PARTNERSHIP INTERESTS") if it is a partnership and its outstanding limited
liability company interests, interests assigned to managers thereof and the
voting rights associated therewith (the "LLC INTERESTS") if it is a limited
liability company. The Borrowers and each Subsidiary of the Borrowers have good
and marketable title to all of the Subsidiary Shares, Partnership Interests and
LLC Interests it purports to own, free and clear, in each case, of any Lien
except for Permitted Liens which attach to the assets of such Person generally.
All Subsidiary Shares, Partnership Interests and


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LLC Interests have been validly issued, and all Subsidiary Shares are fully paid
and nonassessable. All capital contributions and other consideration required to
be made or paid in connection with the issuance of the Partnership Interests and
LLC Interests have been made or paid, as the case may be. There are no options,
warrants or other rights outstanding to purchase any such Subsidiary Shares,
Partnership Interests or LLC Interests except as indicated as of the Closing
Date on SCHEDULE 5.1.2 or, if applicable, such later date as to which a version
of such Schedule is updated in accordance with Section 5.3. As of the Closing
Date each of the Material Subsidiaries of the Company is either a Borrower or a
Guarantor.

               5.1.3 POWER AND AUTHORITY.

               Each Loan Party has full power to enter into, execute, deliver
and carry out this Agreement and the other Loan Documents to which it is a
party, to incur the Indebtedness contemplated by the Loan Documents and to
perform its Obligations under the Loan Documents to which it is a party, and all
such actions have been duly authorized by all necessary proceedings on its part.

               5.1.4 VALIDITY AND BINDING EFFECT.

               This Agreement has been duly and validly executed and delivered
by each Loan Party, and each other Loan Document which any Loan Party is
required to execute and deliver on or after the date hereof will have been duly
executed and delivered by such Loan Party on the required date of delivery of
such Loan Document. This Agreement and each other Loan Document constitutes, or
will constitute, legal, valid and binding obligations of each Loan Party which
is or will be a party thereto on and after its date of delivery thereof,
enforceable against such Loan Party in accordance with its terms, except to the
extent that enforceability of any of such Loan Document may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other
similar laws affecting the enforceability of creditors' rights generally,
general principles of equity (regardless of whether considered in a proceeding
in equity or at law) or limiting the right of specific performance.

               5.1.5 NO CONFLICT.

               Neither the execution and delivery of this Agreement or the other
Loan Documents by any Loan Party nor the consummation of the transactions herein
or therein contemplated or compliance with the terms and provisions hereof or
thereof by any of them will conflict with, constitute a default under or result
in any breach of (i) the terms and conditions of the certificate of
incorporation, bylaws, certificate of limited partnership, partnership
agreement, certificate of formation, limited liability company agreement or
other organizational documents of such Loan Party, (ii) any applicable Law, in
any material respect, or (iii) any agreement or instrument relating to
Indebtedness which would result in a Material Adverse Change or any other
material agreement or instrument or material order, writ, judgment, injunction
or decree to which such Loan Party or any of its Subsidiaries is a party or by
which it or any of its Subsidiaries is bound or to which it is subject, or
result in the creation or enforcement of any Lien, charge or encumbrance
whatsoever upon any property (now or hereafter acquired) of such


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Loan Party or any of its Subsidiaries (other than Liens, if any, granted under
the Loan Documents and Permitted Liens).

               5.1.6 LITIGATION.

               Except as disclosed as of the Closing Date on SCHEDULE 5.1.6 or,
if applicable, such later date as to which a version of such Schedule is updated
in accordance with Section 5.3, there are no actions, suits, proceedings or
investigations pending or, to the knowledge of any Loan Party, overtly
threatened against any Loan Party or any Subsidiary of such Loan Party at law or
equity before any Official Body which individually or in the aggregate would
result in any Material Adverse Change. None of the Loan Parties or any
Subsidiaries of any Loan Party is in violation of any order, writ, injunction or
any decree of any Official Body which would result in any Material Adverse
Change.

               5.1.7 TITLE TO PROPERTIES.

               Each Loan Party and each Subsidiary of each Loan Party has good
and marketable title to or valid leasehold interest in all properties, assets
and other rights which it purports to own or lease or which are reflected as
owned or leased on its books and records, free and clear of all Liens and
encumbrances except Permitted Liens, and subject to the terms and conditions of
the applicable leases.

               5.1.8 FINANCIAL STATEMENTS.

                    5.1.8.1 HISTORICAL STATEMENTS.

                    The Company has delivered to the Administrative Agent copies
of its audited consolidated year-end financial statements for and as of December
31, 2007, 2008 and 2009 (collectively, "HISTORICAL STATEMENTS"). The Historical
Statements were compiled from the books and records maintained by the Borrowers'
management, are correct and complete in all material respects and fairly
represent the consolidated financial condition of the Company and its
Subsidiaries as of their dates and the results of operations for the fiscal
periods then ended and have been prepared in accordance with GAAP consistently
applied.

                    5.1.8.2 ACCURACY OF FINANCIAL STATEMENTS.

                    As of the Closing Date, neither the Borrowers nor any
Subsidiary of the Borrowers have any material liabilities that are not disclosed
in the Historical Statements or in the notes thereto which would cause a
Material Adverse Change. Since December 31, 2009, no Material Adverse Change has
occurred.


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               5.1.9 USE OF PROCEEDS; MARGIN STOCK.

                    5.1.9.1 GENERAL.

                    The Loan Parties intend to use Letters of Credit and the
proceeds of the Loans in accordance with Section 2.10.

                    5.1.9.2 MARGIN STOCK.

                    None of the Loan Parties or their Subsidiaries engages or
intends to engage principally, or as one of its important activities, in the
business of extending credit for the purpose, immediately, incidentally or
ultimately, of purchasing or carrying margin stock (within the meaning of
Regulation U, T or X as promulgated by the Board of Governors of the United
States Federal Reserve System). No part of the proceeds of any Loan has been or
will be used, immediately, incidentally or ultimately, to purchase or carry any
margin stock or to extend credit to others for the purpose of purchasing or
carrying any margin stock or which is inconsistent with the provisions of the
regulations of the Board of Governors of the United States Federal Reserve
System. Following application of the proceeds of each Loan or drawing under each
Letter of Credit (if applicable), none of the Loan Parties or their Subsidiaries
holds or intends to hold margin stock in such amounts that more than 25% of the
reasonable value of the assets of the Loan Parties and their Subsidiaries on a
consolidated basis are or will be represented by margin stock.

               5.1.10 FULL DISCLOSURE.

               Neither this Agreement nor any other Loan Document, nor any
certificate, statement, agreement or other documents furnished in writing to the
Administrative Agent or any Lender in connection herewith or therewith, contains
any material misstatement of fact or omits to state any material fact necessary
to make the statements contained herein and therein, in light of the
circumstances under which they were made, not materially misleading; provided
that with respect to projected financial information or any information
concerning future proposed and intended activities of the Company and its
Subsidiaries, the Loan Parties represent only that such information was prepared
in good faith based upon assumptions believed to be reasonable at the time (it
being understood that such projections and information are forward looking
statements which by their nature are subject to significant uncertainties and
contingencies, many of which are beyond the Loan Parties' control, and that
actual results may differ, perhaps materially, from those expressed or implied
in such forward looking statements, and no assurance can be given that the
projections will be realized).

               5.1.11 TAXES.

               All federal income tax returns and all other material federal,
state, local and other material tax returns required to have been filed with
respect to each Loan Party and each Subsidiary of each Loan Party have been
filed, and payment or adequate provision has been made for the payment of all
taxes, fees, assessments and other governmental charges which have or may become
due pursuant to said returns or to assessments received, except to the extent
that


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such taxes, fees, assessments and other charges are being contested in good
faith by appropriate proceedings diligently conducted and for which such
reserves or other appropriate provisions, if any, as shall be required by GAAP
shall have been made.

               5.1.12 CONSENTS AND APPROVALS.

               No consent, approval, exemption, order or authorization of, or a
registration or filing with, any Official Body or any other Person is required
by any Law or any agreement in connection with the execution, delivery and
carrying out of this Agreement and the other Loan Documents by any Loan Party,
except as listed as of the Closing Date on SCHEDULE 5.1.12 or, if applicable,
such later date as to which a version of such Schedule is updated in accordance
with Section 5.3, all of which shall have been obtained or made on or prior to
the Closing Date except as otherwise indicated on SCHEDULE 5.1.12.

               5.1.13 NO EVENT OF DEFAULT; COMPLIANCE WITH INSTRUMENTS.

               No event has occurred and is continuing and no condition exists
or will exist after giving effect to the borrowings or other extensions of
credit to be made on the Closing Date under or pursuant to the Loan Documents
which constitutes an Event of Default or Potential Default. None of the Loan
Parties or any Subsidiaries of any Loan Party is in violation of any term of its
certificate of incorporation, bylaws, certificate of limited partnership,
partnership agreement, certificate of formation, limited liability company
agreement or other organizational documents where such violation would
constitute a Material Adverse Change.

               5.1.14 PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.

               Each Loan Party and each Subsidiary of each Loan Party owns or
possesses, or has the right to use, all the material patents, trademarks,
service marks, trade names, copyrights, licenses, registrations, franchises,
permits and rights necessary to own and operate its properties and to carry on
its business as presently conducted and planned to be conducted by such Loan
Party or Subsidiary as of the Closing Date, without known possible, alleged or
actual conflict with the rights of others. All patents, trademarks, service
marks, trade names and copyrights of each Loan Party and each Subsidiary of each
Loan Party the absence of which, individually or collectively, would result in a
Material Adverse Change are listed and described on SCHEDULE 5.1.14.

               5.1.15 INSURANCE.

               The Loan Parties maintain insurance with reputable and
financially sound insurers in amounts sufficient to insure the assets and risks
of each Loan Party and each Subsidiary of each Loan Party in accordance with
prudent business practice in the industry of the Loan Parties and their
Subsidiaries.


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               5.1.16 COMPLIANCE WITH LAWS.

               The Loan Parties and their Subsidiaries are in compliance in all
material respects with all applicable Laws (other than Environmental Laws which
are specifically addressed in Section 5.1.21) in all jurisdictions in which any
Loan Party or Subsidiary of any Loan Party is presently, or intends as of the
Closing Date to be, doing business except where the failure to do so would not
constitute a Material Adverse Change.

               5.1.17 MATERIAL CONTRACTS; BURDENSOME RESTRICTIONS.

               No default exists, in any material respect, on the part of any
Loan Party, with respect to any of the material contracts filed or incorporated
by reference in the Company's Annual Report on form 10-K for the fiscal year
ended December 31, 2009. None of the Loan Parties or their Subsidiaries is bound
by any contractual obligation, or subject to any restriction in any organization
document, or any requirement of Law which would result in a Material Adverse
Change.

               5.1.18 INVESTMENT COMPANIES; REGULATED ENTITIES.

               None of the Loan Parties or any Subsidiaries of any Loan Party is
an "investment company" registered or required to be registered under the
Investment Company Act of 1940 or under the "control" of an "investment company"
as such terms are defined in the Investment Company Act of 1940 and shall not
become such an "investment company" or under such "control." None of the Loan
Parties or any Subsidiaries of any Loan Party is subject to any other Federal or
state statute or regulation limiting its ability to incur Indebtedness for
borrowed money.

               5.1.19 PLANS AND BENEFIT ARRANGEMENTS.

               Except to the extent that a Material Adverse Change would not
result therefrom:

                    (i) The Loan Parties are in compliance in all respects with
any applicable provisions of ERISA with respect to all Benefit Arrangements,
Plans and Multiemployer Plans. There has been no Prohibited Transaction with
respect to any Benefit Arrangement or any Plan or, to the best knowledge of the
Loan Parties, with respect to any Multiemployer Plan or Multiple Employer Plan,
which could result in any liability of the Loan Parties. The Loan Parties and
all other members of the ERISA Group have made when due any and all payments
required to be made under any agreement relating to a Multiemployer Plan or a
Multiple Employer Plan or any Law pertaining thereto. With respect to each Plan
and Multiemployer Plan, the Loan Parties and each other member of the ERISA
Group (i) have fulfilled their obligations under the minimum funding standards
of ERISA, (ii) have not incurred any liability to the PBGC (other than the
payment of premiums due in the ordinary course of business), and (iii) have not
had asserted against them any penalty for failure to fulfill the minimum funding
requirements of ERISA. All Plans, Benefit Arrangements and Multiemployer Plans
have been administered in accordance with their terms and applicable Law.


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                    (ii) To the best of the Loan Parties' knowledge, each
Multiemployer Plan and Multiple Employer Plan is able to pay benefits thereunder
when due.

                    (iii) Neither the Loan Parties nor any other member of the
ERISA Group has instituted or intends to institute proceedings to terminate any
Plan.

                    (iv) No event requiring notice to the PBGC under Section
303(k)(4) of ERISA has occurred or is reasonably expected to occur with respect
to any Plan.

                    (v) The present value of all accumulated benefit obligations
under each Plan (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed the fair market
value of the assets of such Plan as reflected on such financial statements.

                    (vi) Neither the Loan Parties nor any other member of the
ERISA Group has incurred or reasonably expects to incur any withdrawal liability
under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the
Loan Parties nor any other member of the ERISA Group has been notified by any
Multiemployer Plan or Multiple Employer Plan that such Multiemployer Plan or
Multiple Employer Plan has been terminated within the meaning of Title IV of
ERISA and, to the best knowledge of the Loan Parties, no Multiemployer Plan or
Multiple Employer Plan is reasonably expected to be reorganized or terminated,
within the meaning of Title IV of ERISA.

                    (vii) To the extent that any Benefit Arrangement is insured,
the Loan Parties have paid when due all premiums required to be paid for all
periods through the Closing Date. To the extent that any Benefit Arrangement is
funded other than with insurance, the Loan Parties have made when due all
contributions required to be paid for all periods through the Closing Date.

                    (viii) All Plans, Benefit Arrangements and Multiemployer
Plans have been administered in accordance with their terms and applicable Law.

               5.1.20 EMPLOYMENT MATTERS.

               Each of the Loan Parties and each of their Subsidiaries is in
compliance with the Labor Contracts and all applicable federal, state and local
labor and employment Laws including those related to equal employment
opportunity and affirmative action, labor relations, minimum wage, overtime,
child labor, medical insurance continuation, worker adjustment and relocation
notices, immigration controls and worker and unemployment compensation, except
where the failure to comply would not constitute a Material Adverse Change.
There are no outstanding grievances, arbitration awards or appeals therefrom
arising out of the Labor Contracts or current or, to the knowledge of any Loan
Party, threatened strikes, picketing, handbilling or other work stoppages or
slowdowns at facilities of any of the Loan Parties or any of their Subsidiaries
which in any case would constitute a Material Adverse Change. The


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Borrowers have delivered to the Administrative Agent true and correct copies of
each of the Labor Contracts (excluding individual employment contracts with
individual employees).

               5.1.21 ENVIRONMENTAL MATTERS.

               Except (i) as disclosed in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2009, including Note 21 to the
Consolidated Financial Statements, to the extent that reserves have been set
aside as set forth in such statements, and provided that such matters would not
result in a Material Adverse Change, or (ii) except to the extent that a
Material Adverse Change would not result therefrom:

                    (i) None of the Loan Parties has received, or has been
overtly threatened with, any Environmental Complaint, whether directed or issued
to such Loan Party or relating or pertaining to any prior owner, operator or
occupant of the Property.

                    (ii) No activity of any Loan Party at the Property is being
or has been conducted in violation of any Environmental Law or Required
Environmental Permit and to the knowledge of any Loan Party, no activity of any
prior owner, operator or occupant of the Property was conducted in violation of
any Environmental Law.

                    (iii) To the knowledge of the Loan Parties, there are no
Regulated Substances present on, in, under, or emanating from, or to any Loan
Party's knowledge emanating to, the Property or any portion thereof which result
in Contamination.

                    (iv) Each Loan Party has all Required Environmental Permits
and all such Required Environmental Permits are in full force and effect.

                    (v) Each Loan Party has submitted to an Official Body and/or
maintains, as appropriate, all Required Environmental Notices.

                    (vi) No structures, improvements, equipment, fixtures,
impoundments, pits, lagoons or aboveground or underground storage tanks located
on the Property contain or use, except in compliance with Environmental Laws and
Required Environmental Permits, Regulated Substances or otherwise are operated
or maintained except in compliance with Environmental Laws and Required
Environmental Permits.

                    (vii) No portion of the Property is identified or to the
knowledge of any Loan Party, proposed to be identified on any list of
contaminated properties or other properties which pursuant to Environmental Laws
are the subject of an investigation or remediation action by an Official Body,
nor to the knowledge of any Loan Party is any portion of any property adjoining
or in the near proximity of such portion of the Property identified or proposed
to be identified on any such list.

                    (viii) No lien or other encumbrance authorized by
Environmental Laws exists against the Property and the Loan Parties have no
reason to believe that such a lien or encumbrance will be imposed.


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               5.1.22 SENIOR DEBT STATUS.

               The Obligations of each Loan Party under this Agreement, the
Notes, the Guaranty Agreement and each of the other Loan Documents to which it
is a party do rank and will rank at least pari passu in priority of payment with
all other Indebtedness of such Loan Party. There is no Lien upon or with respect
to any of the properties or income of any Loan Party or Subsidiary of any Loan
Party which secures Indebtedness or other obligations of any Person except for
Permitted Liens.

               5.1.23 ANTI-TERRORISM LAWS.

                    5.1.23.1 GENERAL.

                    None of the Loan Parties nor or any Subsidiaries of any Loan
Party (or to its knowledge any Affiliate of any Loan Party), is in violation of
any Anti-Terrorism Law or engages in or conspires to engage in any transaction
that evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in any Anti-Terrorism Law.

                    5.1.23.2 ANTI-MONEY LAUNDERING.

                    (i) The Loan Parties acknowledge that, pursuant to the
Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and
other applicable anti-money laundering, anti-terrorist financing, government
sanction and "know your client" Laws, whether within Canada or elsewhere
(collectively, including any guidelines or orders thereunder, "AML
LEGISLATION"), the Lenders and the Administrative Agent may be required to
obtain, verify and record information regarding the Loan Parties, their
respective directors, authorized signing officers, direct or indirect
shareholders or other Persons in control of the Loan Parties, and the
transactions contemplated hereby. The Loan Parties shall promptly provide all
such information, including supporting documentation and other evidence, as may
be reasonably requested by any Lender or the Administrative Agent, or any
prospective assign or participant of a Lender or the Administrative Agent, in
order to comply with any applicable AML Legislation, whether now or hereafter in
existence.

                    (ii) If the Administrative Agent has ascertained the
identity of the Loan Parties or any authorized signatories of the Loan Parties
for the purposes of applicable AML Legislation, then the Administrative Agent:

               (a) shall be deemed to have done so as an agent for each Lender,
               and this Agreement shall constitute a "written agreement" in such
               regard between each Lender and the Administrative Agent within
               the meaning of applicable AML Legislation; and

               (b) shall provide to each Lender copies of all information
               obtained in such regard without any representation or warranty as
               to its accuracy or completeness.


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                    Notwithstanding the preceding sentence and except as may
otherwise be agreed in writing, each of the Lenders agrees that the
Administrative Agent has no obligation to ascertain the identity of the Loan
Parties or any authorized signatories of the Loan Parties on behalf of any
Lender, or to confirm the completeness or accuracy of any information it obtains
from the Loan Parties or any such authorized signatory in doing so.

                    5.1.23.3 EXECUTIVE ORDER NO. 13224.

                    None of the Loan Parties, nor or any Subsidiaries of any
Loan Party (or to its knowledge any Affiliate of any Loan Party or, to the
knowledge of any Loan Party, their respective agents acting or benefiting in any
capacity in connection with the Loans, Letters of Credit or other transactions
hereunder), is any of the following (each a "BLOCKED PERSON"):

                    (i) a Person that is listed in the annex to, or is otherwise
subject to the provisions of, the Executive Order No. 13224;

                    (ii) a Person owned or controlled by, or acting for or on
behalf of, any Person that is listed in the annex to, or is otherwise subject to
the provisions of, the Executive Order No. 13224;

                    (iii) a Person or entity with which any Lender is prohibited
from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

                    (iv) a Person or entity that commits, threatens or conspires
to commit or supports "terrorism" as defined in the Executive Order No. 13224;

                    (v) a Person or entity that is named as a "specially
designated national" on the most current list published by the U.S. Treasury
Department Office of Foreign Asset Control at its official website or any
replacement website or other replacement official publication of such list, or

                    (vi) a person or entity who is affiliated or associated with
a person or entity listed above.

                    No Loan Party or, to the knowledge of any Loan Party, any of
its agents acting in any capacity in connection with the Loans, Letters of
Credit or other transactions hereunder (i) conducts any business or engages in
making or receiving any contribution of funds, goods or services to or for the
benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any
transaction relating to, any property or interests in property blocked pursuant
to the Executive Order No. 13224.


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          5.2 CONTINUATION OF REPRESENTATIONS.

               The Loan Parties make the representations and warranties in this
Section 5 on the date hereof and on the Closing Date and each date thereafter on
which a Loan is made or a Letter of Credit is issued as provided in and subject
to Sections 2 and 6.

          5.3 UPDATES TO SCHEDULES.

               The Company, on behalf of all Loan Parties, shall, at the time of
delivery of the financial statements required pursuant to Section 7.3.2 and the
related Compliance Certificate of the Company, provide to the Administrative
Agent in writing such revisions or updates to the Schedules attached hereto
pursuant to Section 5 as may be necessary or appropriate to update or correct
same; provided that, in the case the Company reasonably determines that any such
Schedule is incorrect in any respect which is material (whether material to the
Schedule itself, taken as a whole and in the context of the related
representations and warranties, or otherwise material), the Company, on behalf
of all Loan Parties, shall promptly revise or update same in advance of delivery
of such financial statements and Compliance Certificate; and provided further
that no such Schedule shall be deemed to have been amended, modified or
superseded by any such correction or update, nor shall any breach of warranty or
representation resulting from the inaccuracy or incompleteness of any such
Schedule be deemed to have been cured thereby, unless and until the Required
Lenders shall have accepted in writing such revisions or updates to such
Schedule. References to a particular Schedule in this Agreement shall be deemed
to refer to the most recent updated version of such Schedule, once so accepted.

           6. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT

               The obligation of each Lender to make Loans and of the
Administrative Agent to issue Letters of Credit hereunder is subject to the
satisfaction of the following conditions:

          6.1 FIRST LOANS AND LETTERS OF CREDIT.

               On the Closing Date:

               6.1.1 OFFICER'S CERTIFICATE.

               The representations and warranties of each of the Loan Parties
contained in Section 5 and in each of the other Loan Documents shall be true and
accurate on and as of the Closing Date in all material respects with the same
effect as though such representations and warranties had been made on and as of
such date (except representations and warranties which relate solely to an
earlier date or time, which representations and warranties shall be true and
correct on and as of the specific dates or times referred to therein); no Event
of Default or Potential Default shall have occurred and be continuing or shall
exist; and there shall be delivered to the Administrative Agent for the benefit
of each Lender a certificate of the Company


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on behalf of each of the Loan Parties (other than the German Borrowers which
shall comply with Section 7.1.12), dated the Closing Date and signed by a
Responsible Officer of the Company on behalf of each of the Loan Parties, to
each such effect.

               6.1.2 SECRETARY'S CERTIFICATE.

               There shall be delivered to the Administrative Agent for the
benefit of each Lender a certificate dated the Closing Date and signed by the
Secretary or an Assistant Secretary of each of the Loan Parties (other than the
German Borrowers and the English Borrowers, which shall comply with Section
7.1.12), certifying as appropriate as to:

                    (i) the names of the officer or officers authorized to sign
this Agreement and the other Loan Documents and the true signatures of such
officer or officers and specifying the Authorized Officers permitted to act on
behalf of each Loan Party for purposes of this Agreement and the true signatures
of such officers, on which the Administrative Agent and each Lender may
conclusively rely;

                    (ii) copies of resolutions of the board of directors or
comparable managing body approving and adopting the Loan Documents, the
transactions contemplated therein and authorizing the execution, delivery and
performance thereof, certified by the Secretary (or equivalent) and, as to the
authority of such Secretary (or equivalent), an Authorized Officer, of each Loan
Party as of the Closing Date to be true and correct as of such date; and

                    (iii) copies of its organizational documents, including its
certificate of incorporation, bylaws, certificate of limited partnership,
partnership agreement, certificate of formation, and limited liability company
agreement as in effect on the Closing Date certified by the appropriate state
official where such documents are filed in a state office (to the extent such
documents are filed in a state office) together with certificates from the
appropriate state officials as to the continued existence and good standing of
each Loan Party in each state where organized or qualified to do business.

               6.1.3 DELIVERY OF LOAN DOCUMENTS.

               The Guaranty Agreement shall have been duly executed and
delivered to the Administrative Agent for the benefit of the Lenders.

               6.1.4 OPINION OF COUNSEL.

                    (i) There shall be delivered to the Administrative Agent for
the benefit of each Lender a written opinion of counsel to each of the Loan
Parties (other than counsel for the German Borrowers and the English Borrowers;
opinions of such counsel shall be delivered in accordance with Section 7.1.12),
including Shearman & Sterling LLP, dated the Closing Date and in form and
substance reasonably satisfactory to the Administrative Agent and its counsel as
to the matters set forth in EXHIBIT 6.1.4.


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               6.1.5 LEGAL DETAILS.

               All legal details and proceedings in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall
be in form and substance satisfactory to the Administrative Agent and counsel
for the Administrative Agent, and the Administrative Agent shall have received
all such other counterpart originals or certified or other copies of such
documents and proceedings in connection with such transactions, in form and
substance satisfactory to the Administrative Agent and said counsel, as the
Administrative Agent or said counsel may reasonably request.

               6.1.6 PAYMENT OF FEES.

               The Borrowers shall have paid or caused to be paid to the
Administrative Agent for itself and for the account of the Lenders, as
appropriate, to the extent not previously paid all commitment and other fees
accrued through the Closing Date and the costs and expenses for which the
Administrative Agent and the Lenders are entitled to be reimbursed.

               6.1.7 CONSENTS.

               All material consents required to effectuate the transactions
contemplated hereby as set forth on SCHEDULE 5.1.12 shall have been obtained.

               6.1.8 OFFICER'S CERTIFICATE REGARDING MACS.

               Since December 31, 2009, no Material Adverse Change shall have
occurred; and there shall have been delivered to the Administrative Agent for
the benefit of each Lender a certificate dated the Closing Date and signed by a
Responsible Officer of the Company to such effect.

               6.1.9 NO VIOLATION OF LAWS.

               The making of the Loans and the issuance of the Letters of Credit
shall not contravene any material Law applicable to any Loan Party.

               6.1.10 NO ACTIONS OR PROCEEDINGS; NO MATERIAL LITIGATION.

               No action, proceeding, investigation, regulation or legislation
shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin, restrain or prohibit, or to
obtain damages in respect of, this Agreement, the other Loan Documents or the
consummation of the transactions contemplated hereby or thereby. No litigation,
which if adversely decided would reasonably be expected to result in a Material
Adverse Change, shall have been instituted or overtly threatened against any of
the Loan Parties, except for unresolved environmental matters disclosed in the
Company's Annual Report Form 10-K for the fiscal year ended December 31, 2009,
including Note 21 to the Consolidated Financial Statements.


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               6.1.11 OTHER REQUIREMENTS.

               The Loan Parties shall have delivered evidence of insurance
complying with Section 7.1.3, the Administrative Agent shall be satisfied as to
the amount and nature of all tax, ERISA, employee retirement benefit and other
contingent liabilities to which the Loan Parties may be subject, and the Prior
Senior Credit Facility shall have been terminated and satisfied in form and
substance reasonably satisfactory to the Administrative Agent.

          6.2 EACH ADDITIONAL LOAN OR LETTER OF CREDIT.

               At the time of making any Loans or issuing any Letters of Credit
other than Loans made or Letters of Credit issued on the Closing Date and after
giving effect to the proposed extensions of credit: the representations and
warranties of the Loan Parties contained in Section 5 and in the other Loan
Documents shall be true in all material respects on and as of the date of such
additional Loan or Letter of Credit with the same effect as though such
representations and warranties had been made on and as of such date (except
representations and warranties which expressly relate solely to an earlier date
or time, which representations and warranties shall be true and correct on and
as of the specific dates or times referred to therein); no Event of Default or
Potential Default shall have occurred and be continuing or shall exist; and the
Borrowers shall have delivered to the Administrative Agent a duly executed and
completed Loan Request or application for a Letter of Credit as the case may be.

          6.3 LOANS TO FUND ACQUISITIONS.

               In connection with the making of any Loan or issuance of any
Letter of Credit to finance any Permitted Acquisition, the Company shall comply
with Section 7.2.6 and, if applicable, deliver any updates to disclosure
schedules required by Section 5.3.

                                  7. COVENANTS

          7.1 AFFIRMATIVE COVENANTS.

               The Loan Parties, jointly and severally, covenant and agree that
until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings, and interest thereon, expiration or termination of all
Letters of Credit, satisfaction of all of the Loan Parties' other Obligations
(other than non-assessed contingent reimbursement obligations) under the Loan
Documents and termination of the Commitments, the Loan Parties shall comply at
all times with the following affirmative covenants:

               7.1.1 PRESERVATION OF EXISTENCE, ETC.

               Each Loan Party shall, and shall cause each of its Subsidiaries
to, maintain its legal existence as a corporation, limited partnership or
limited liability company and its license or qualification and good standing in
each jurisdiction in which its ownership or lease of property or the nature of
its business makes such license or qualification necessary, except (i) as


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otherwise expressly permitted in Section 7.2.6 or (ii) except to the extent the
failure to do so would not be reasonably expected to result in a Material
Adverse Change.

               7.1.2 PAYMENT OF LIABILITIES, INCLUDING TAXES, ETC.

               Each Loan Party shall, and shall cause each of its Subsidiaries
to, duly pay and discharge all material liabilities to which it is subject or
which are asserted against it, promptly as and when the same shall become due
and payable, including all material taxes, assessments and governmental charges
upon it or any of its properties, assets, income or profits, prior to the date
on which penalties attach thereto, except to the extent that such material
liabilities, including taxes, assessments or charges, are being contested in
good faith and by appropriate and lawful proceedings diligently conducted and
for which such reserve or other appropriate provisions, if any, as shall be
required by GAAP shall have been made, but only to the extent that failure to
discharge any such material liabilities would result in a Material Adverse
Change, provided that the Loan Parties and their Subsidiaries will pay all such
material liabilities forthwith upon the commencement of proceedings to foreclose
any Lien which may have attached as security therefor.

               7.1.3 MAINTENANCE OF INSURANCE.

               Each Loan Party shall, and shall cause each of its Subsidiaries
to, insure its properties and assets against loss or damage by fire and such
other insurable hazards as such assets are commonly insured (including fire,
extended coverage, property damage, workers' compensation, public liability and
business interruption insurance) and against other risks (including errors and
omissions) in such amounts as similar properties and assets are insured by
prudent companies in similar circumstances carrying on similar businesses, and
with reputable and financially sound insurers, including self-insurance to the
extent customary.

               7.1.4 MAINTENANCE OF PROPERTIES AND LEASES.

               Each Loan Party shall, and shall cause each of its Subsidiaries
to, maintain in good repair, working order and condition (ordinary wear and tear
excepted) in accordance with the general practice of other businesses of similar
character and size, all of those properties useful or necessary to its business,
and from time to time, such Loan Party will make or cause to be made all
appropriate repairs, renewals or replacements thereof, except, in each case,
where the failure to do so would not reasonably be expected to result in a
Material Adverse Change.

               7.1.5 MAINTENANCE OF PATENTS, TRADEMARKS, ETC.

               Each Loan Party shall, and shall cause each of its Subsidiaries
to, maintain in full force and effect all patents, trademarks, service marks,
trade names, copyrights, licenses, franchises, permits and other authorizations
deemed necessary by such Loan Party for the ownership and operation of its
properties and business if the failure so to maintain the same would constitute
a Material Adverse Change.


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               7.1.6 VISITATION RIGHTS.

               Each Loan Party shall, and shall cause each of its Subsidiaries
to, permit any of the officers or authorized employees or representatives of the
Administrative Agent, or any of the Lenders through the Administrative Agent, to
visit and inspect any of its properties and to examine and make excerpts from
its books and records and discuss its business affairs, finances and accounts
with its officers, all in such detail and at such times during normal business
hours and as often as any of the Lenders may reasonably request, provided that
the Administrative Agent or the applicable Lender, through the Administrative
Agent, shall provide the Borrowers with reasonable notice prior to any visit or
inspection, and provided further that if no Event of Default or Potential
Default has occurred and is continuing, such visits and inspections shall be
limited to no more frequently than once per fiscal year. In the event any Lender
desires to visit and inspect the properties of any Loan Party as provided in
this Section, such Lender shall make reasonable efforts to ensure that such
visit and inspection is conducted contemporaneously with any visit and
inspection to be performed by the Administrative Agent.

               7.1.7 KEEPING OF RECORDS AND BOOKS OF ACCOUNT.

               The Borrowers shall, and shall cause each Subsidiary of the
Borrowers to, maintain and keep proper books of record and account which enable
the Borrowers and their Subsidiaries to issue financial statements in accordance
with GAAP and as otherwise required by applicable Laws of any Official Body
having jurisdiction over the Borrowers or any Subsidiary of the Borrowers, and
in which full, true and correct entries shall be made in all material respects
of all its dealings and business and financial affairs.

               7.1.8 PLANS AND BENEFIT ARRANGEMENTS.

               The Loan Parties shall, and shall cause each other member of the
ERISA Group to, comply with ERISA, the Internal Revenue Code and other
applicable Laws applicable to Plans and Benefit Arrangements except where such
failure, alone or in conjunction with any other failure, would not result in a
Material Adverse Change. Without limiting the generality of the foregoing, the
Loan Parties shall cause all of their Plans and all Plans maintained by any
member of the ERISA Group to be funded in accordance with the minimum funding
requirements of ERISA and shall make, and cause each member of the ERISA Group
to make, in a timely manner, all contributions due to Plans, Benefit
Arrangements and Multiemployer Plans.

               7.1.9 COMPLIANCE WITH LAWS.

               Each Loan Party shall, and shall cause each of its Subsidiaries
to, comply with all applicable Laws, including all Environmental Laws, in all
respects, provided that it shall not be deemed to be a violation of this Section
7.1.9 if any failure to comply with any Law would not result in fines,
penalties, remediation costs, other similar liabilities or injunctive relief
which in the aggregate would constitute a Material Adverse Change.


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               7.1.10 JOINDER OF GUARANTORS AND BORROWERS.

               Any Material Subsidiary of the Borrowers which is required to
join this Agreement as a Guarantor or any Subsidiary which elects to join this
Agreement as a Borrower pursuant to Section 7.2.9 shall execute and deliver to
the Administrative Agent (i) a Guarantor Joinder or Borrower Joinder, as
applicable, pursuant to which it shall join as a Guarantor or Borrower each of
the Loan Documents to which the Guarantors or Borrowers are parties; and (ii)
documents in substantially the forms described in Sections 6.1.1 through 6.1.4
and 6.1.7 (or, in the case of an English Borrowers, Sections 6.1.1 through
6.1.3, 7.1.12 and 6.1.7; or, in the case of a German Borrower, Sections 7.1.12
and 6.1.7), modified as appropriate to relate to such Material Subsidiary. The
Loan Parties shall deliver such items referred to in the preceding clauses (i)
and (ii) to the Administrative Agent (a) in connection with the formation of a
domestic Material Subsidiary, within ten (10) Business Days after the date of
the filing of such Subsidiary's articles of incorporation if the Subsidiary is a
corporation, the date of the filing of its certificate of limited partnership if
it is a limited partnership or the date of its organization if it is an entity
other than a limited partnership or corporation, (b) in connection with the
formation of a Material Subsidiary that is a Foreign Subsidiary, within twenty
(20) Business Days after the date of the filing of such Subsidiary's articles of
incorporation if the Subsidiary is a corporation, the date of the filing of its
certificate of limited partnership if it is a limited partnership or the date of
its organization if it is an entity other than a limited partnership or
corporation, (c) in connection with the acquisition of a domestic Material
Subsidiary, within ten (10) Business Days of consummation of the acquisition
transaction, (d) in connection with the acquisition of a Material Subsidiary
that is a Foreign Subsidiary, within twenty (20) Business Days of consummation
of the acquisition transaction, or (e) in the event of any other occurrence or
circumstance resulting in the existence of a Material Subsidiary of the
Borrowers, within ten (10) Business Days of such Person becoming a Material
Subsidiary of the Borrowers in the case of a domestic Material Subsidiary and
twenty (20) Business Days of such Person becoming a Material Subsidiary in the
case of a Material Subsidiary that is a Foreign Subsidiary, provided that in
each case the Administrative Agent may permit additional time, not to exceed
five (5) Business Days, for a Material Subsidiary to comply with this Section
7.1.10.

               7.1.11 ANTI-TERRORISM LAWS.

               The Loan Parties shall not knowingly (i) conduct any business or
engage in any transaction or dealing with any Blocked Person, including the
making or receiving any contribution of funds, goods or services to or for the
benefit of any Blocked Person, (ii) deal in, or otherwise engage in any
transaction relating to, any property or interests in property blocked pursuant
to the Executive Order No. 13224; or (iii) engage in or conspire to engage in
any transaction that evades or avoids, or has the purpose of evading or
avoiding, or attempts to violate, any of the prohibitions set forth in the
Executive Order No. 13224, the USA Patriot Act or any other Anti-Terrorism Law.
The Company (or, if required by applicable Law, the Borrowers) shall deliver to
Lenders any certification or other evidence requested from time to time by any
Lender in its sole discretion, confirming Borrowers' compliance with this
Section 7.1.11.


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               7.1.12 GERMAN AND ENGLISH BORROWERS.

               On or before the Closing Date, and such other times as may be
required pursuant to the provisions of this Agreement, the applicable Loan
Parties shall complete all of the following actions:

                    (1) German Borrowers:

                         (i) Authorization. The German Borrowers shall take all
appropriate corporate action required to authorize and ratify the execution and
delivery of the Loan Documents by the German Borrowers and the consummation of
the transactions thereunder by such German Borrowers.

                         (ii) Officer's Certificate. Each of the German
Borrowers shall deliver to the Administrative Agent an officer's certificate in
relation to each such German Borrower in the form described in Sections 6.1.1
and 6.1.2 as conformed to German market standard and containing the attachments
listed in clauses (i), (ii) and (iii) of Section 6.1.2, which in relating to
clauses (i) and (iii) thereof shall consist of: (a) an up-to-date extract from
the commercial register (Handelsregisterausdruck); (b) a copy of the current
articles of association (Satzung) certified by the commercial register, or a
copy of the current partnership agreement (Gesellschaftsvertrag), as applicable;
(c) if applicable, a copy of the current shareholder list certified by the
commercial register; (d) a copy of a resolution of the shareholders of such
German Borrower; and (e) if applicable, a copy of a resolution of the
supervisory board (Aufsichtsrat) and/or advisory board (Beirat) of each such
German Borrower; in the case of the preceding items (d) and (e) above, approving
the terms of, and the transactions contemplated by, this Agreement and the Loan
Documents to which each such German Borrower is or is to be a party.

                         (iii) Opinion of Counsel. The German Borrowers shall
deliver to the Administrative Agent an Opinion of their German counsel in a form
acceptable to the Administrative Agent which confirms the capacity of the German
Borrowers in execution and performance of the relevant Loan Documents, and
confirms the enforceability under the Laws of Germany of a judgment rendered
against such German Borrowers under the Laws of the United States.

                    (2) English Borrowers:

                         (i) Officer's Certificate. Each of the English
Borrowers shall deliver to the Administrative Agent an officer's certificate in
relation to each such English Borrower in the form described in Sections 6.1.1
and 6.1.2 as conformed to English market standard and containing as attachments
copies of the current memorandum and articles of association of each such
English Borrower approving the terms of, and the transactions contemplated by,
this Agreement and the Loan Documents to which each such English Borrower is or
is to be a party.


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                         (ii) Opinion of Counsel. The English Borrowers shall
deliver to the Administrative Agent an Opinion of its English counsel in a form
acceptable to the Administrative Agent which confirms the matters described in
Section 6.1.4 with respect to the English Borrowers required to be confirmed by
the Administrative Agent, and confirms the enforceability under the Laws of
England and Wales of a judgment rendered against such English Borrowers under
the Laws of the United States.

          7.2 NEGATIVE COVENANTS.

               The Loan Parties, jointly and severally, covenant and agree that
until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings and interest thereon, expiration or termination of all Letters
of Credit, satisfaction of all of the Loan Parties' other Obligations (other
than non-assessed contingent reimbursement obligations) under the Loan Documents
and termination of the Commitments, the Loan Parties shall comply with the
following negative covenants:

               7.2.1 INDEBTEDNESS.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, at any time create, incur, assume or suffer to exist any
Indebtedness, except:

                    (i) Indebtedness under the Loan Documents;

                    (ii) existing Indebtedness as set forth on SCHEDULE 7.2.1;

                    (iii) Indebtedness incurred pursuant to capitalized leases;

                    (iv) the 2006 Senior Notes in a maximum principal amount
outstanding not to exceed $200,000,000, at any time, and the 2010 Senior Notes,
in a maximum principal amount outstanding not to exceed $100,000,000;

                    (v) Indebtedness secured by Purchase Money Security
Interests;

                    (vi) Indebtedness of a Loan Party to another Loan Party
(subject to compliance with Section 7.2.4(v)), provided that such Indebtedness
is subordinated to the Obligations pursuant to the terms and conditions of the
Intercompany Subordination Agreement, provided further that Indebtedness
initially incurred by the Company to Pulp Wood and immediately contributed by
Pulp Wood to GPW VA Timberlands or a Monetization Entity (after which time such
Indebtedness constituted a portion of the Permitted Timberland Intercompany
Indebtedness and/or Permitted Additional Timberland Intercompany Indebtedness)
shall not be subordinated to the Obligations and shall not constitute
"Intercompany Indebtedness" under the Intercompany Subordination Agreement;

                    (vii) any Interest Rate, Currency and Commodity Hedge;


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                    (viii) Guaranties by the Loan Parties or their Subsidiaries
permitted under Section 7.2.3;

                    (ix) Permitted Timberland Indebtedness of GPW VA
Timberlands;

                    (x) Permitted Additional Timberland Indebtedness of GPW VA
Timberlands or a Monetization Entity in an aggregate amount not to exceed
$80,000,000.00 outstanding at any time;

                    (xi) unsecured Indebtedness incurred pursuant to or to
finance a Permitted Acquisition;

                    (xii) Indebtedness of the Receivables Entity under the, or
in connection with a, Permitted Accounts Receivable Program;

                    (xiii) Permitted Timberland Intercompany Indebtedness in an
aggregate principal amount not to exceed $15,000,000.00 outstanding at any time;

                    (xiv) Permitted Additional Timberland Intercompany
Indebtedness in an aggregate principal amount not to exceed $15,000,000.00
outstanding at any time;

                    (xv) Fox River OU3-5 Related Debt;

                    (xvi) refinancings, refundings, renewals or extensions of
Indebtedness permitted by

                    (A) clauses (ii) or (iv), provided that (x) the amount of
such Indebtedness is not increased at the time of such refinancing, refunding,
renewal or extension except by an amount equal to a reasonable premium or other
reasonable amount paid, and fees and expenses reasonably incurred, in connection
with such refinancing and by an amount equal to any existing commitments
unutilized thereunder, and (y) unless otherwise consented by the Administrative
Agent, the terms relating to interest, amortization, maturity, collateral (if
any), recourse, and subordination (if any), and other material terms of any such
refinancing, refunding, renewing or extending Indebtedness, and of any agreement
entered into and of any instrument issued in connection therewith, do not
materially differ from those applicable to the original Indebtedness permitted
hereunder except to the extent necessary to conform with prevailing market
terms; or

                    (B) clauses (ix), (x), (xiii) and (xiv), provided that (x)
the amount of such Indebtedness is not increased at the time of such
refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder, and (y) unless otherwise
consented by the Administrative Agent, the terms relating to interest,
amortization,


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maturity, collateral (if any), recourse, and subordination (if any), and other
material terms of any such refinancing, refunding, renewing or extending
Indebtedness, and of any agreement entered into and of any instrument issued in
connection therewith, do not materially differ from those applicable to the
original Indebtedness permitted hereunder except to the extent necessary to
conform with prevailing market terms;

                    (xvii) unsecured Indebtedness not otherwise permitted under
one of the sub-clauses of this Section 7.2.1, in an aggregate amount not to
exceed $75,000,000.00 outstanding at any time; and

                    (xviii) secured Indebtedness and other secured obligations
in an aggregate principal amount not to exceed $30,000,000.00 outstanding at any
time, to the extent that the Liens securing such Indebtedness and other
obligations are otherwise permitted under Section 7.2.2.

               7.2.2 LIENS.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, at any time create, incur, assume or suffer to exist any
Lien on any of its property or assets, tangible or intangible, now owned or
hereafter acquired, or agree or become liable to do so, except Permitted Liens.

               7.2.3 GUARANTIES.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, at any time, directly or indirectly, become or be liable in
respect of any Guaranty of Indebtedness, or assume, guarantee, become surety
for, endorse or otherwise agree, become or remain directly or contingently
liable upon or with respect to any Indebtedness of any other Person, except for
Guaranties of the Loan Parties and their Subsidiaries of Indebtedness of other
Loan Parties or their Subsidiaries, to the extent such Indebtedness is permitted
under Section 7.2.1 (other than clause (viii) of such Section), and then only so
long as such Guaranties would not violate Sections 7.2.4, 7.2.9 and 7.2.17.

               7.2.4 LOANS AND INVESTMENTS.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, at any time make or suffer to remain outstanding any loan
or advance to, or purchase, acquire or own any stock, bonds, notes or securities
of, or any partnership interest (whether general or limited) or limited
liability company interest in, or any other investment or interest in, or make
any capital contribution to, any other Person, except:

                    (i) investments identified on Part I of Schedule 7.2.4
hereto;

                    (ii) trade credit extended on usual and customary terms in
the ordinary course of business;


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                    (iii) loans or advances to employees, officers or directors
in the ordinary course of business in an aggregate principal amount not to
exceed $2,000,000.00 at any time outstanding, provided that such loans and
advances shall comply with all applicable Law;

                    (iv) Permitted Investments;

                    (v) (a) loans and advances to Foreign Loan Parties existing
as of the Closing Date identified on Part II of Schedule 7.2.4 hereto, together
with any refinancings, refundings, renewals or extensions thereof provided that
the amount of such Indebtedness is not increased at the time of such
refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder, (b) other loans and advances
to Foreign Loan Parties existing after the Closing Date in an aggregate amount
not to exceed $20,000,000, provided that if the aggregate amount of other loans
and advances to Foreign Loan Parties existing after the Closing Date exceeds
$20,000,000, an Event of Default shall not occur so long as the Loan Parties
pledge to the Administrative Agent, for its benefit and the benefit of the
Lenders, the required amount of Pledged Loans pursuant to Section 10.19, (c)
loans, advances and investments to and in Loan Parties which are not Foreign
Loan Parties, and (d) investments, not in the form of loans or advances, in
Foreign Loan Parties;

                    (vi) Permitted Acquisitions;

                    (vii) loans and investments in connection with a Permitted
Accounts Receivable Program;

                    (viii) additional investments to or in a Person, provided
that such investments measured at the time of the making thereof (determined
without regard to any write-down or write-offs thereof and net of cash payments
of principal in the case of loans and cash equity returns, whether as a dividend
or a redemption in the case of equity investments) do not exceed in the
aggregate the greater of $60,000,000.00 and 5% of Consolidated Total Assets as
determined as of the most recent fiscal year and for which financial statements
are required to be delivered hereunder;

                    (ix) receivables, prepaid expenses or deposits owing to the
Borrowers or any receivables, prepaid expenses, deposits or advances to
suppliers, in each case if created, acquired or made in the ordinary course of
business and payable or dischargeable in accordance with customary trade terms;

                    (x) Guaranties by the Loan Parties of Indebtedness of (a)
other Loan Parties and (b) other Non-Loan Party Subsidiaries, to the extent such
Guaranties are permitted under Section 7.2.3 and such Indebtedness is permitted
under Section 7.2.1;


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                    (xi) debt securities, seller notes and other similar
investments made as a result of the receipt of partial non-cash consideration
from a sale of assets which is permitted hereunder (excluding sales of
timberland); and

                    (xii) (a) the Glawson Note and (b) other similar investments
in the form of Indebtedness from timberland purchasers to finance the purchase
price under Permitted Timberland Installment Sales in an aggregate amount not to
exceed $80,000,000.00 outstanding at any time, which Indebtedness is monetized
through the issuance of Permitted Timberland Indebtedness or Permitted
Additional Timberland Indebtedness.

               7.2.5 DIVIDENDS AND RELATED DISTRIBUTIONS.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to make or pay, or agree to become or remain liable to make or
pay, any Restricted Payment unless no Material Event of Default exists or would
be caused thereby, except (a) dividends or other distributions payable to a Loan
Party or a Non-Loan Party Subsidiary, provided that Loan Parties may only make
dividends and distributions to Non-Loan Party Subsidiaries to the extent a
dividend or distribution in a corresponding amount is also made (concurrently or
immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan
Party; (b) dividend payments or other distributions payable solely in the common
stock or other common equity interests of such Person; (c) in the ordinary
course of business or consistent with past practices, repurchase, retire or
otherwise acquire for value equity interests (including any restricted stock or
restricted stock units) held by any present, future or former employee,
director, officer or consultant (or any Affiliate, spouse, former spouse, other
immediate family member, successor, executor, administrator, heir, legatee or
distributee of any of the foregoing) of the Company or any of its Subsidiaries
pursuant to any employee, management or director benefit plan or any agreement
(including any stock subscription or shareholder agreement) with any employee,
director, officer or consultant of the Company or any Subsidiary; (d) the
proceeds of which shall be used to pay customary salary, bonus and other
benefits payable to officers; (e) dividends permitted to be made hereunder
within sixty (60) days of the date of declaration thereof; and (f) other
Restricted Payments in an aggregate amount not to exceed $5,000,000.00 in any
fiscal year; subject, in each case, to compliance with Section 7.2.9.

               7.2.6 LIQUIDATIONS, MERGERS, CONSOLIDATIONS, ACQUISITIONS.

               Each of the Loan Parties shall not, and shall permit any of its
Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party
to any merger or consolidation, or acquire by purchase, lease or otherwise all
or substantially all of the assets or capital stock or other equity interests of
any other Person, and further provided that

                    (i) (a) any Loan Party other than the Company or any
Non-Loan Party Subsidiary may consolidate or merge into another Loan Party or
Non-Loan Party Subsidiary, (b) any Loan Party may acquire whether by purchase,
merger, lease or otherwise, all or substantially all of the assets or capital
stock or other equity interests of another Loan Party (other than the Company)
or a Non-Loan Party Subsidiary, and (c) any Non-Loan Party Subsidiary may
acquire, whether by purchase, merger, lease or otherwise, all or substantially
all


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of the assets or capital stock or other equity interests of a Loan Party (other
than the Company) or another Non-Loan Party Subsidiary, in each case subject to
compliance with Sections 7.2.4, 7.2.9 and 7.2.17, and

                    (ii) any Loan Party may acquire, whether by purchase or by
merger, (x) all of the ownership interests of any other Person or (y)
substantially all of assets of another Person or of a business or division of
any other Person (each an "PERMITTED ACQUISITION"), provided that each of the
following requirements is met:

                         (A) if any Loan Party acquires the ownership interests
in such Person, such Person shall, if required pursuant to Section 7.2.9,
execute a Borrower Joinder or Guarantor Joinder and join this Agreement as a
Borrower or Guarantor pursuant to Section 7.1.10 and otherwise comply with
Section 7.1.10 within the time periods set forth therein (including any extended
time period applicable thereunder);

                         (B) the board of directors or other equivalent
governing body of such Person shall have approved such Permitted Acquisition
and, if the Loan Parties shall use any portion of the Loans to fund such
Permitted Acquisition, the Loan Parties also shall have delivered to the Lenders
written evidence of the approval of the board of directors (or equivalent body)
of such Person for such Permitted Acquisition;

                         (C) the business acquired, or the business conducted by
the Person whose ownership interests are being acquired, as applicable, shall be
substantially the same as one or more line or lines of business conducted by the
Loan Parties and shall comply with Section 7.2.10;

                         (D) no Potential Default or Event of Default shall
exist immediately prior to and after giving effect to such Permitted
Acquisition;

                         (E) the Company shall demonstrate that the Borrowers
shall be in pro forma compliance with the covenants contained in Sections 7.2.15
and 7.2.16 after giving effect to such Permitted Acquisition (including in such
computation, Indebtedness or other liabilities assumed or incurred in connection
with such Permitted Acquisition and including income earned or expenses incurred
by the Person, business or assets to be acquired as more fully provided herein)
by delivering at least five (5) Business Days prior to such Permitted
Acquisition a certificate in substantially the form of EXHIBIT 7.2.6 evidencing
such pro forma compliance;

                         (F) if the Leverage Ratio (after taking into account
the pro forma effect of the Permitted Acquisition) is in excess of 3.25 to 1.00,
then Required Lenders shall have consented in writing thereto prior to its
consummation;

                         (G) the Loan Parties deliver such updates to Schedules
required under Sections 5.3 and 6.3; and


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                         (H) the Loan Parties shall deliver to the
Administrative Agent at least five (5) Business Days before consummation of such
Permitted Acquisition a copy of the definitive acquisition agreement(s) relating
to such Permitted Acquisition, including all schedules and exhibits thereto,
together with such other information about such Person and its assets as the
Administrative Agent may reasonably require; and

                    (iii) any Subsidiary of the Company may liquidate, dissolve
or wind-up its affairs , including any such change necessary to consummate a
transaction permitted elsewhere under this Section 7.2.6, provided that (a) any
liquidation, winding up or dissolution of a Loan Party relating to a disposition
of its assets to a Non-Loan Party Subsidiary shall comply with Sections 7.2.4,
7.2.7 and 7.2.9, (b) at least five (5) Business Days') prior written notice
detailing such proposed action shall be delivered by the Company to the
Administrative Agent and the Lenders if such proposed action relates to a Loan
Party or its assets, and (c) no such action that would be materially adverse to
the Lenders may be taken without obtaining the prior written consent of the
Required Lenders.

               7.2.7 DISPOSITIONS OF ASSETS OR SUBSIDIARIES.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer
or dispose of, voluntarily or involuntarily, any of its properties or assets,
tangible or intangible (including sale, assignment, discount or other
disposition of accounts, contract rights, chattel paper, equipment or general
intangibles with or without recourse or of capital stock, shares of beneficial
interest, partnership interests or limited liability company interests of a
Subsidiary of such Loan Party), except for the following:

                    (i) transactions involving the sale of inventory in the
ordinary course of business;

                    (ii) any sale, transfer or lease of assets in the ordinary
course of business which are obsolete, worn out or no longer necessary or
required in the conduct of such Loan Party's or such Subsidiary's business;

                    (iii) any sale, transfer or lease of assets by (a) one Loan
Party or a Non-Loan Party Subsidiary, to a Loan Party, (b) a Non-Loan Party
Subsidiary to another Non-Loan Party Subsidiary, or (c) a Loan Party to a
Non-Loan Party Subsidiary, so long as the aggregate market value of sales,
transfers or leases of assets by Loan Parties to Non-Loan Party Subsidiaries
does not exceed 5% of Consolidated Total Assets at any time, subject in each
case to compliance with Sections 7.2.4, 7.2.5, 7.2.9 and 7.2.17; and

                    (iv) sales or other transfers of accounts receivables and
related rights of the Company and its Subsidiaries pursuant to or in connection
with a Permitted Accounts Receivable Program;

                    (v) any sale of assets not listed in clauses (i) through
(iv) above provided that (A) no Event of Default shall exist or shall result
from such disposition, and


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(B) the aggregate net book value of all assets so sold by the Loan Parties and
their Subsidiaries pursuant to this clause (v) shall not exceed in any fiscal
year 10% of the Consolidated Total Assets measured as of the end of the previous
fiscal year (such 10% figure shall be referred to as "AVAILABILITY"), provided
that to the extent that such value of assets sold is less than Availability in
such fiscal year (the difference being, the "UNUSED PORTION"), such Unused
Portion may be carried over to the next fiscal year (but not to subsequent
fiscal years) and increase Availability in such next fiscal year by such amount,
provided further that the aggregate net book value of all assets sold in any two
consecutive fiscal years may not exceed 20% of Consolidated Total Assets
measured at the beginning of such two-consecutive fiscal year period;

                    (vi) any sale, transfer or lease of assets, other than those
specifically excepted pursuant to clauses (i) through (v) above, which is
approved by the Required Lenders;

                    (vii) any installment sale of timberland in connection with
a timberland installment note monetization transaction or which is otherwise
consented to by Administrative Agent (a "PERMITTED TIMBERLAND INSTALLMENT
SALE"); and

                    (viii) any sale, conveyance, assignment, transfer, lease or
disposition of assets among the Company and its Subsidiaries to the extent
permitted under Section 7.2.1, 7.2.2, 7.2.3, 7.2.4, 7.2.5 or 7.2.6.

               7.2.8 AFFILIATE TRANSACTIONS.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, enter into or carry out any transaction (including
purchasing property or services from or selling property or services to any
Affiliate of any Loan Party or other Person other than another Loan Party)
unless such transaction (i) is not otherwise prohibited by this Agreement, (ii)
is entered into in the ordinary course of business upon fair and reasonable
arm's-length terms and conditions which are fully disclosed to the
Administrative Agent (with public filing of a description of such transaction
with the SEC constituting such full disclosure), and is in accordance with all
applicable Law, and, as applicable, is permitted by Section 7.2.1, 7.2.2, 7.2.3,
7.2.4, 7.2.5, 7.2.6 or 7.2.7, (iii) involves any employment agreement entered
into by the Company or any of the Subsidiaries in the ordinary course of
business, or (iv) is in existence as of the Closing Date and is reflected in the
Company's Report on Form 10-K as filed with the SEC for fiscal year 2009.

               7.2.9 SUBSIDIARIES.

               Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, own or create directly or indirectly any Material
Subsidiaries other than: (i) subject to Section 10.18 for the avoidance of doubt
(if applicable), any Foreign Subsidiary which has joined this Agreement as a
Guarantor or a Borrower on the Closing Date, or so joins this Agreement after
the Closing Date, pursuant to and in compliance with Section 7.1.10; (ii) any
other Material Subsidiary (except for the Receivables Entity) which has joined
this Agreement as a Guarantor or a Borrower on the Closing Date; or (iii) any
other Material Subsidiary formed,


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acquired or in existence after the Closing Date (except for the Receivables
Entity) which joins this Agreement as a Guarantor or a Borrower pursuant to and
in compliance with Section 7.1.10; provided that a Subsidiary of the Company
which is not a Material Subsidiary may opt to join this Agreement as a Guarantor
or a Borrower pursuant to and in compliance with Section 7.1.10.

               7.2.10 CONTINUATION OF OR CHANGE IN BUSINESS.

               Each of the Loan Parties will not, nor will it permit any of its
Subsidiaries to, alter the character of the business of the Loan Parties and
their Subsidiaries, taken as a whole, in any material respect from that
conducted as of the Closing Date.

               7.2.11 PLANS AND BENEFIT ARRANGEMENTS.

               None of the Loan Parties shall engage in a Prohibited Transaction
with any Plan, Benefit Arrangement or Multiemployer Plan which, alone or in
conjunction with any other circumstances or set of circumstances resulting in
liability under ERISA or otherwise violate ERISA, provided that it shall not be
deemed to be a violation of this Section 7.2.11 if any engagement in a
Prohibited Transaction would not result in fines or penalties that in the
aggregate would reasonably be expected to result in a Material Adverse Change.

               7.2.12 FISCAL YEAR.

               The Company shall not, and shall not permit any Loan Party to,
change its fiscal year from the twelve-month period beginning January 1 and
ending December 31.

               7.2.13 ISSUANCE OF STOCK.

               None of the Subsidiaries of the Company shall issue any
additional shares of its capital stock or any options, warrants or other rights
in respect thereof, except as may be permitted under Sections 7.2.4 and 7.2.5.

               7.2.14 CHANGES IN ORGANIZATIONAL DOCUMENTS.

               Each of the Loan Parties shall not amend, modify or change its
certificate of incorporation (including any provisions or resolutions relating
to capital stock), by-laws, certificate of limited partnership, partnership
agreement, certificate of formation, limited liability company agreement or
other organizational documents in any manner materially adverse to the interests
of the Lenders without obtaining the prior written consent of the Required
Lenders, and, if such proposed action relates to a Loan Party, providing,
through the Company, at least five (5) Business Days' prior written notice
(without duplication of a corresponding notice period under Section 7.2.6(iii),
if applicable) to the Administrative Agent and the Lenders detailing such
proposed action.


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               7.2.15 MAXIMUM LEVERAGE RATIO.

               The Borrowers shall not permit the Leverage Ratio, measured as of
the end of each fiscal quarter, to exceed 3.50 to 1.00.

               7.2.16 MINIMUM INTEREST COVERAGE RATIO.

               The Borrowers shall not permit the ratio (the "INTEREST COVERAGE
RATIO") of Consolidated EBITDA to consolidated interest expense (excluding
Timberland Installment Sale Interest Expense) of the Borrowers and their
Subsidiaries, measured as of the end of each fiscal quarter, for the four (4)
fiscal quarters then ended, to be less than 3.50 to 1.0.

               7.2.17 RECEIVABLES ENTITIES AND TIMBERLAND NOTE MONETIZATION
ENTITIES.

               The Loan Parties covenant as follows: (i) each Permitted Accounts
Receivable Program shall be entered into by a Subsidiary of the Company which is
wholly owned by the Company (directly or indirectly) and which engages in no
activities other than in connection with the financing of accounts receivables
of the Designated Credit Parties pursuant to a Permitted Accounts Receivable
Program (a "RECEIVABLES ENTITY") and which is designated as such by the Company
as provided below in this Section; (ii) no portion of the Indebtedness or any
other obligations (contingent or otherwise) of a Receivables Entity (a) shall be
guaranteed by the Company or any other Subsidiary of the Company (excluding
guarantees of obligations pursuant to Standard Securitization Undertakings), (b)
shall be recourse to or obligate the Company or any other Subsidiary of the
Company in any way other than pursuant to Standard Securitization Undertakings,
or (c) shall subject any property or asset of the Company or any other
Subsidiary of the Company, directly or indirectly, contingently or otherwise, to
the satisfaction thereof, other than pursuant to Standard Securitization
Undertakings; (iii) GPW VA Timberlands and each other Subsidiary of the Company
designated to monetize timberland installment sale notes (a "MONETIZATION
ENTITY") shall engage in no activities other than the monetization of timberland
installment sale notes pursuant to Permitted Timberland Installment Sales and
the incurrence and performance of the Permitted Timberland Indebtedness or
Permitted Additional Timberland Indebtedness (as applicable) in connection
therewith; and (iv) no portion of the Indebtedness or any other obligations
(contingent or otherwise) of GPW VA Timberlands or any Monetization Entity (a)
shall be guaranteed by the Company or any other Subsidiary of the Company, (b)
shall be recourse to or obligate the Company or any other Subsidiary of the
Company in any way other than through a collateral pledge of the Permitted
Timberland Intercompany Indebtedness (securing the Permitted Timberland
Indebtedness) or a similar collateral pledge of Permitted Additional Timberland
Intercompany Indebtedness (to secure Permitted Additional Timberland
Indebtedness), or (c) shall subject any property or asset of the Company or any
other Subsidiary of the Company, directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than as contemplated in the
preceding clause (iv)(b). The Company may designate any Subsidiary as a
"Receivables Entity" hereunder by delivered to the Administrative Agent a
certificate of the Company executed by a Responsible Officer certifying that
such Subsidiary meets the requirements to be a Receivables Entity set forth in


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subsection (i) above. The Company may designate any Subsidiary as a
"Monetization Entity" hereunder by delivered to the Administrative Agent a
certificate of the Company executed by a Responsible Officer certifying that
such Subsidiary meets the requirements to be a Monetization Entity set forth in
subsection (iii) above.

          7.3 REPORTING REQUIREMENTS.

               The Loan Parties, jointly and severally, covenant and agree that
until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings and interest thereon, expiration or termination of all Letters
of Credit, satisfaction of all of the Loan Parties' other Obligations (other
than non-assessed contingent reimbursement obligations) and termination of the
Commitments, the Loan Parties will furnish or cause to be furnished to the
Administrative Agent and each of the Lenders:

               7.3.1 QUARTERLY FINANCIAL STATEMENTS.

               As soon as available and in any event within forty-five (45)
calendar days (or any such earlier date as may be mandated by the SEC) after the
end of each of the first three fiscal quarters in each fiscal year, financial
statements of the Company and its Subsidiaries, consisting of a consolidated
balance sheet as of the end of such fiscal quarter and related consolidated
statements of income, consolidated retained earnings and cash flows for the
fiscal quarter then ended and the fiscal year through that date, all in
reasonable detail and certified (subject to normal year-end audit adjustments)
by a Responsible Officer of the Company as having been prepared in accordance
with GAAP, consistently applied, and setting forth in comparative form the
respective financial statements for the corresponding date and period in the
previous fiscal year. The Loan Parties will be deemed to have complied with the
delivery requirements of this Section 7.3.1 if within forty-five (45) days (or
any such earlier date as may be mandated by the SEC) after the end of its fiscal
quarter, the Company delivers to the Administrative Agent and each of the
Lenders a copy of its Form 10-Q as filed with the SEC and the financial
statements contained therein meets the requirements described in this Section.

               7.3.2 ANNUAL FINANCIAL STATEMENTS.

               As soon as available and in any event within ninety (90) days (or
any such earlier date as may be mandated by the SEC) after the end of each
fiscal year of the Company and its Subsidiaries, financial statements of the
Company consisting of a consolidated balance sheets as of the end of such fiscal
year, and related consolidated statements of income, consolidated retained
earnings and cash flows for the fiscal year then ended, all in reasonable detail
and setting forth in comparative form the financial statements as of the end of
and for the preceding fiscal year, and certified by independent certified public
accountants of nationally recognized standing satisfactory to the Administrative
Agent. The certificate or report of accountants shall be free of qualifications
(other than any consistency qualification that may result from a change in the
method used to prepare the financial statements as to which such accountants
concur) and shall not indicate the occurrence or existence of any event,
condition or contingency which would materially impair the prospect of payment
or performance of any covenant, agreement or duty of any Loan Party under any of
the Loan Documents. The Loan


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Parties will be deemed to have complied with the delivery requirements of this
Section 7.3.2 if within ninety (90) days (or any such earlier date as may be
mandated by the SEC) after the end of its fiscal year, the Company delivers to
the Administrative Agent and each of the Lenders a copy of its Annual Report and
Form 10-K as filed with the SEC and the financial statements and certification
of public accountants contained therein meets the requirements described in this
Section. The Loan Parties shall deliver with such financial statements and
certification by their accountants (i) a certificate to be delivered pursuant to
Section 7.3.3 with respect to such financial statements and (ii) any management
letters of such accounts addressed to the Company.

               7.3.3 CERTIFICATE OF THE BORROWER.

               Concurrently with the financial statements the Company furnished
to the Administrative Agent and to the Lenders pursuant to Sections 7.3.1 and
7.3.2, a certificate (each a "COMPLIANCE CERTIFICATE") of the Company signed by
a Responsible Officer of the Company, in the form of EXHIBIT 7.3.3, to the
effect that, except as described pursuant to Section 7.3.4, (i) the
representations and warranties of the Borrowers contained in Section 5 and in
the other Loan Documents are true in all material respects on and as of the date
of such certificate with the same effect as though such representations and
warranties had been made on and as of such date (except representations and
warranties which expressly relate solely to an earlier date or time), (ii) no
Event of Default or Potential Default exists and is continuing on the date of
such certificate, and (iii) containing calculations in sufficient detail to
demonstrate compliance as of the date of such financial statements with all
financial covenants contained in Sections 7.1.15 and 7.1.16.

               7.3.4 NOTICE OF DEFAULT.

               Promptly after any officer of any Loan Party has learned of the
occurrence of an Event of Default or Potential Default, a certificate signed by
a Responsible Officer of such Loan Party setting forth the details of such Event
of Default or Potential Default and the action which the such Loan Party
proposes to take with respect thereto.

               7.3.5 NOTICE OF LITIGATION.

               Promptly after the commencement thereof, notice of all actions,
suits, proceedings or investigations before or by any Official Body or any other
Person against any Loan Party or Subsidiary of any Loan Party which involve a
claim or series of claims in excess of $15,000,000.00 or which if adversely
determined would constitute a Material Adverse Change.

               7.3.6 NOTICE OF CHANGE IN DEBT RATING.

               Within three (3) Business Days after Standard & Poor's or Moody's
announces a change in the Company's Debt Rating, notice of such change. The
Company, on behalf of the Loan Parties, will deliver, together with such notice,
a copy of any written notification which the Company received from the
applicable rating agency regarding such change of Debt Rating.


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               7.3.7 CERTAIN EVENTS.

               Written notice to the Administrative Agent:

                    (i) at least ten (10) Business Days prior thereto, with
respect to any proposed sale or transfer of assets pursuant to Section
7.2.7(iii)(c), (v), (vi) or (vii), and

                    (ii) within the time limits set forth in Section 7.2.14, any
amendment to the organizational documents of any Loan Party; and

               7.3.8 BUDGETS, FORECASTS, OTHER REPORTS AND INFORMATION.

               The following documents (1) upon the request of the
Administrative Agent for so long as the Company is obligated to publicly file
the reports listed below with the SEC, or (2) promptly upon their becoming
available to the Company (without any such request by the Administrative Agent)
in the event that the Company shall cease to be so obligated to publicly file
such reports :

                    (i) any reports including management letters submitted to
the Company by independent accountants in connection with any annual, interim or
special audit,

                    (ii) any reports, notices or proxy statements generally
distributed by the Company to its stockholders on a date no later than two (2)
Business Days after the date supplied to such stockholders,

                    (iii) regular or periodic reports, including Forms 10-K,
10-Q and 8-K, registration statements and prospectuses, filed by the Company
with the SEC,

                    (iv) a copy of any order in any proceeding to which the
Company or any of its Subsidiaries is a party issued by any Official Body, and

                    (v) such other reports and information as any of the
Lenders, through the Administrative Agent, may from time to time reasonably
request.

                    Any financial statement, report, proxy statement or other
material required to be delivered pursuant to clause (ii) or (iii) above or
pursuant to Sections 7.3.1 and 7.3.2 shall be deemed to have been furnished to
the Administrative Agent and each Lender, if the Company has issued a notice of
Website Posting in accordance with Section 10.6 specific to such type of
financial statement, report, proxy statement or other material, on the date that
the Company posts such financial statement, report, proxy statement or other
material on the SEC's website at www.sec.gov or on the Company's website at
www.glatfelter.com; provided that the Company will furnish paper copies of such
financial statement, report, proxy statement or material to the Administrative
Agent or any Lender that so requests, by notice to the Company,


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that the Company do so, until the Company receives notice from the
Administrative Agent or such Lender, as applicable, to cease delivering such
paper copies.

               7.3.9 NOTICES REGARDING PLANS AND BENEFIT ARRANGEMENTS.

                    7.3.9.1 CERTAIN EVENTS.

                    Promptly upon becoming aware of the occurrence thereof,
notice (including the nature of the event and, when known, any action taken or
threatened by the Internal Revenue Service or the PBGC with respect thereto) of:

                    (i) any Reportable Event with respect to the Loan Parties or
any other member of the ERISA Group,

                    (ii) any Prohibited Transaction which could subject the Loan
Parties to a material civil penalty assessed pursuant to Section 502(i) of ERISA
or a tax imposed by Section 4975 of the Internal Revenue Code in connection with
any Plan, any Benefit Arrangement or any trust created thereunder,

                    (iii) any assertion of material withdrawal liability with
respect to any Multiemployer Plan,

                    (iv) any partial or complete withdrawal from a Multiemployer
Plan by the Loan Parties or any other member of the ERISA Group under Title IV
of ERISA (or assertion thereof), where such withdrawal is likely to result in
material withdrawal liability,

                    (v) any cessation of operations (by the Loan Parties or any
other member of the ERISA Group) at a facility in the circumstances described in
Section 4062(e) of ERISA,

                    (vi) withdrawal by the Loan Parties or any other member of
the ERISA Group from a Multiple Employer Plan, or

                    (vii) a failure by the Loan Parties or any other member of
the ERISA Group to make a payment to a Plan required to avoid imposition of a
Lien under Section 303(k) of ERISA.

                    7.3.9.2 NOTICES OF INVOLUNTARY TERMINATION AND ANNUAL
REPORTS.

                    Promptly after receipt thereof, copies of (a) all notices
received by the Loan Parties or any other member of the ERISA Group of the
PBGC's intent to terminate any Plan administered or maintained by the Loan
Parties or any member of the ERISA Group, or to have a trustee appointed to
administer any such Plan; and (b) at the request of the Administrative Agent or
any Lender each annual report (IRS Form 5500 series) and all accompanying
schedules, the most recent actuarial reports, the most recent financial
information concerning the


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financial status of each Plan administered or maintained by the Loan Parties or
any other member of the ERISA Group, and schedules showing the amounts
contributed to each such Plan by or on behalf of the Loan Parties or any other
member of the ERISA Group in which any of their personnel participate or from
which such personnel may derive a benefit, and each Schedule B (Actuarial
Information) to the annual report filed by the Loan Parties or any other member
of the ERISA Group with the Employee Benefit Security Administration.

                    7.3.9.3 NOTICE OF VOLUNTARY TERMINATION.

                    Promptly upon the filing thereof, copies of any Form 5310,
or any successor or equivalent form to Form 5310, filed with the PBGC in
connection with the termination of any Plan.

                                   8. DEFAULT

          8.1 EVENTS OF DEFAULT.

               An Event of Default shall mean the occurrence or existence of any
one or more of the following events or conditions (whatever the reason therefor
and whether voluntary, involuntary or effected by operation of Law):

               8.1.1 PAYMENTS UNDER LOAN DOCUMENTS.

               The Borrowers shall fail to pay any principal of any Loan
(including scheduled installments, mandatory prepayments or the payment due at
maturity), Reimbursement Obligation or Letter of Credit Borrowing when due or
shall fail to pay any interest on any Loan, Reimbursement Obligation or Letter
of Credit Borrowing or any other amount owing hereunder or under the other Loan
Documents within three (3) Business Days after such interest or other amount
becomes due in accordance with the terms hereof or thereof;

               8.1.2 BREACH OF WARRANTY.

               Any representation or warranty made at any time by any of the
Loan Parties herein or by any of the Loan Parties in any other Loan Document, or
in any certificate, other instrument or statement furnished pursuant to the
provisions hereof or thereof, shall prove to have been false or misleading in
any material respect as of the time it was made or furnished;

               8.1.3 BREACH OF NEGATIVE COVENANTS AND CERTAIN AFFIRMATIVE
COVENANTS.

               Any of the Loan Parties shall default in the observance or
performance of any covenant contained in Sections 7.1.6 or 7.2;



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               8.1.4 BREACH OF OTHER COVENANTS.

               Any of the Loan Parties shall default in the observance or
performance of any other covenant, condition or provision hereof or of any other
Loan Document and such default shall continue unremedied for a period of twenty
(20) Business Days after any Responsible Officer of any Loan Party has actual
knowledge of the occurrence thereof;

               8.1.5 DEFAULTS IN OTHER AGREEMENTS OR INDEBTEDNESS.

               A default or event of default shall occur at any time under the
terms of any other agreement involving borrowed money or the extension of credit
or any other Indebtedness under which any Loan Party or Subsidiary of any Loan
Party may be obligated as a borrower or guarantor in excess of $5,000,000.00 in
the aggregate, and such breach, default or event of default consists of the
failure to pay (beyond any period of grace permitted with respect thereto,
whether waived or not, but in any event not beyond thirty (30) days) any
Indebtedness when due (whether at stated maturity, by acceleration or otherwise)
or if such breach or default permits or causes the acceleration of any
Indebtedness (whether or not such right shall have been waived) or the
termination of any commitment to lend;

               8.1.6 FINAL JUDGMENTS OR ORDERS.

               Any final judgments or orders for the payment of money in excess
of $10,000,000.00 in the aggregate shall be entered against any Loan Party by a
court having jurisdiction in the premises, which judgment is not discharged,
vacated, bonded or stayed pending appeal within a period of forty-five (45) days
from the date of entry;

               8.1.7 LOAN DOCUMENT UNENFORCEABLE.

               Any of the Loan Documents shall cease to be legal, valid and
binding agreements enforceable against any Loan Party executing the same or such
party's successors and assigns (as permitted under the Loan Documents) in
accordance with the respective terms thereof or shall in any way be terminated
(except in accordance with its terms) or become or be declared ineffective or
inoperative or cease to give or provide the respective Liens, security
interests, rights, titles, interests, remedies, powers or privileges intended to
be created thereby, or the validity or enforceability of any of the Loan
Documents shall in any way be challenged or contested;

               8.1.8 PROCEEDINGS AGAINST ASSETS.

               Assets of the Loan Parties' or any of their Subsidiaries are
attached, seized, levied upon or subjected to a writ or distress warrant; or
such come within the possession of any receiver, trustee, custodian or assignee
for the benefit of creditors and the fair market value of such assets are in
excess of $10,000,000.00 in the aggregate and the same is not cured within
forty-five (45) days thereafter;


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               8.1.9 NOTICE OF LIEN OR ASSESSMENT.

               A notice of Lien or assessment in excess of $10,000,000.00 which
is not a Permitted Lien is filed of record with respect to all or any part of
any of the Loan Parties' or any of their Subsidiaries' assets by the United
States, or any department, agency or instrumentality thereof, or by any state,
county, municipal or other governmental agency, including the PBGC, or any taxes
or debts in excess of $10,000,000.00 owing at any time or times hereafter to any
one of these becomes payable and the same is not paid or bonded within
forty-five (45) days after the same becomes payable;

               8.1.10 INSOLVENCY.

               Any Loan Party or any Material Subsidiary of a Loan Party ceases
to be solvent or admits in writing its inability to pay its debts as they
mature;

               8.1.11 EVENTS RELATING TO PLANS AND BENEFIT ARRANGEMENTS.

               Any of the following occurs in relation to the Borrowers or any
members of their ERISA Group: (i) any Reportable Event, which the Administrative
Agent determines in good faith constitutes grounds for the termination of any
Plan by the PBGC or the appointment of a trustee to administer or liquidate any
Plan, shall have occurred and be continuing; (ii) proceedings shall have been
instituted or other action taken to terminate any Plan, or a termination notice
shall have been filed with respect to any Plan; (iii) a trustee shall be
appointed to administer or liquidate any Plan; (iv) the PBGC shall give notice
of its intent to institute proceedings to terminate any Plan or Plans or to
appoint a trustee to administer or liquidate any Plan; and, in the case of the
occurrence of (i), (ii), (iii) or (iv) above, the Administrative Agent
determines in good faith that the amount of the Loan Parties' liability is
likely to exceed $10,000,000.00; (v) the Loan Parties or any member of the ERISA
Group shall fail to make any material contributions when due to a Plan or a
Multiemployer Plan; (vi) the Loan Parties or any other member of the ERISA Group
shall withdraw completely or partially from a Multiemployer Plan; or (vii) the
Borrowers or any other member of the ERISA Group shall withdraw (or shall be
deemed under Section 4062(e) of ERISA to withdraw) from a Multiple Employer
Plan; and, with respect to any of the events specified in (v), (vi) or (vii),
the Administrative Agent determines in good faith that any such occurrence would
be reasonably likely to materially and adversely affect the total enterprise
represented by the Loan Parties and the other members of the ERISA Group;

               8.1.12 CESSATION OF BUSINESS.

               Any Loan Party ceases to conduct its business as contemplated,
except as expressly permitted under Sections 7.2.6 or 7.2.7, or any Loan Party
or Subsidiary of a Loan Party is enjoined, restrained or in any way prevented by
court order from conducting all or any material part of its business and such
injunction, restraint or other preventive order is not dismissed within thirty
(30) days after the entry thereof;


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               8.1.13 CHANGE OF CONTROL.

                    (i) Any person or group of persons (within the meaning of
Sections 13(d) or 14(a) of the Securities Exchange Act of 1934, as amended)
shall have acquired, after the Closing Date, beneficial ownership of (within the
meaning of Rule 13d-3 promulgated by the SEC under said Act) 20.00% or more of
the voting capital stock of P. H. Glatfelter Company; or (ii) within a period of
twelve (12) consecutive calendar months, individuals who were directors of the
Company on the first day of such period (together with any new directors whose
election by the board of directors of the Company or whose nomination for
election by the shareholders of the Company was approved by a vote of a majority
of the directors then still in office who were either directors as of the first
day of such period or whose election or nomination for election was previously
so approved) shall cease to constitute a majority of the board of directors of
the Company;

               8.1.14 INVOLUNTARY PROCEEDINGS.

               A proceeding shall have been instituted in a court having
jurisdiction in the premises seeking a decree or order for relief in respect of
any Loan Party, Material Subsidiary or group of Subsidiaries which, if their
assets were aggregated in a single Subsidiary, would meet the requirements to be
a Material Subsidiary, in an involuntary case under any applicable bankruptcy,
insolvency, reorganization or other similar law now or hereafter in effect, or
for the appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator, conservator (or similar official) of any such Person or group of
Persons for any substantial part of its or their property, or for the winding-up
or liquidation of its or their affairs, and such proceeding shall remain
undismissed or unstayed and in effect for a period of forty-five (45)
consecutive days or such court shall enter a decree or order granting any of the
relief sought in such proceeding; or

               8.1.15 VOLUNTARY PROCEEDINGS.

               Any Loan Party, Material Subsidiary or group of Subsidiaries
which, if their assets were aggregated in a single Subsidiary, would meet the
requirements to be a Material Subsidiary, shall commence a voluntary case under
any applicable bankruptcy, insolvency, reorganization or other similar law now
or hereafter in effect, shall consent to the entry of an order for relief in an
involuntary case under any such law, or shall consent to the appointment or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator, conservator (or other similar official) of itself or themselves or
for any substantial part of its or their property or shall make a general
assignment for the benefit of creditors, or shall fail generally to pay its or
their debts as they become due, or shall take any action in furtherance of any
of the foregoing (in the case of a Loan Party organized under the laws of
Germany, the application for commencement of any insolvency proceeding
(Insolvenzantrag) shall have been filed).


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          8.2 CONSEQUENCES OF EVENT OF DEFAULT.

               8.2.1 EVENTS OF DEFAULT OTHER THAN BANKRUPTCY, INSOLVENCY OR
REORGANIZATION PROCEEDINGS.

               If an Event of Default specified under Sections 8.1.1 through
8.1.13 shall occur and be continuing, the Lenders and the Administrative Agent
shall be under no further obligation to make Loans or issue Letters of Credit,
as the case may be, and the Administrative Agent may, and upon the request of
the Required Lenders, shall (i) by written notice to the Borrowers, declare the
unpaid principal amount of the Notes then outstanding and all interest accrued
thereon, any unpaid fees and all other Indebtedness and Obligations of the
Borrowers to the Lenders hereunder and thereunder to be forthwith due and
payable, and the same shall (subject to Section 10.18 for the avoidance of
doubt, if applicable) thereupon become and be immediately due and payable to the
Administrative Agent for the benefit of each Lender without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived, and (ii) require any Borrowers to, and such Borrowers shall thereupon,
deposit in a non-interest-bearing account with the Administrative Agent, as cash
collateral for Borrowers' Obligations under the Loan Documents, an amount equal
to the maximum amount currently or at any time thereafter available to be drawn
on all outstanding Letters of Credit, and each Borrower hereby pledges to the
Administrative Agent and the Lenders, and grants to the Administrative Agent and
the Lenders a security interest in, all such cash as security for such
Obligations. Upon the curing of all existing Events of Default to the
satisfaction of the Required Lenders, the Administrative Agent shall return such
cash collateral to the Borrowers (or applicable Borrowers, as the case may be);
and

               8.2.2 BANKRUPTCY, INSOLVENCY OR REORGANIZATION PROCEEDINGS.

               If an Event of Default specified under Sections 8.1.14 or 8.1.15
shall occur, the Lenders shall be under no further obligations to make Loans or
issue Letters of Credit hereunder and the unpaid principal amount of the Loans
then outstanding and all interest accrued thereon, any unpaid fees and all other
Indebtedness and Obligations of the Borrowers to the Lenders hereunder and
thereunder shall be immediately due and payable, without presentment, demand,
protest or notice of any kind, all of which are hereby expressly waived; and

               8.2.3 SET-OFF.

               If an Event of Default shall occur and be continuing, any Lender
to whom any Obligation is owed by any Loan Party hereunder or under any other
Loan Document or any participant of such Lender which has agreed in writing to
be bound by the provisions of Section 9.13 and any branch, Subsidiary or
Affiliate of such Lender or participant anywhere in the world shall have the
right, in addition to all other rights and remedies available to it, without
notice to such Loan Party except as provided herein, to set-off (subject to
Section 10.18 for the avoidance of doubt, if applicable) against and apply to
the then unpaid balance of all the Loans and all other Obligations of the
Borrowers and the other Loan Parties hereunder or under any other Loan Document
any debt owing to, and any other funds held in any manner for the account of, a
Borrower or such other Loan Party by such Lender or participant or by such
branch,


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Subsidiary or Affiliate, including all funds in all deposit accounts (whether
time or demand, general or special, provisionally credited or finally credited,
or otherwise) now or hereafter maintained by a Borrower or such other Loan Party
for its own account (but not including funds held in custodian or trust
accounts) with such Lender or participant or such branch, Subsidiary or
Affiliate, and each Lender and the Administrative Agent agrees to promptly
notify the Borrowers after such set-off, provided that the failure to give any
such notice shall not affect the validity of such set-off and application. Such
right shall exist whether or not any Lender or the Administrative Agent shall
have made any demand under this Agreement or any other Loan Document, whether or
not such debt owing to or funds held for the account of a Borrower or such other
Loan Party is or are matured or unmatured and regardless of the existence or
adequacy of any collateral, Guaranty or any other security, right or remedy
available to any Lender or the Administrative Agent; and

               8.2.4 SUITS, ACTIONS, PROCEEDINGS.

               If an Event of Default shall occur and be continuing, and whether
or not the Administrative Agent shall have accelerated the maturity of
Obligations pursuant to any of the foregoing provisions of this Section 8.2, the
Administrative Agent, on behalf of the Lenders, if any Lender is owed any amount
with respect to the Obligations, may proceed to protect and enforce the Lenders'
rights by suit in equity, action at law and/or other appropriate proceeding,
whether for the specific performance of any covenant or agreement contained in
this Agreement or the other Loan Documents, including as permitted by applicable
Law the obtaining of the ex parte appointment of a receiver, and, if such amount
shall have become due, by declaration or otherwise, proceed to enforce the
payment thereof or any other legal or equitable right of the Administrative
Agent, on behalf of the Lenders; and

               8.2.5 APPLICATION OF PROCEEDS.

               From and after the date on which the Administrative Agent has
taken any action pursuant to this Section 8.2 and until all Obligations of the
Loan Parties have been paid in full, any and all proceeds received by the
Administrative Agent from the exercise of any remedy by the Administrative
Agent, shall be applied as follows:

                    (i) first, to reimburse the Administrative Agent and the
Lenders for out-of-pocket costs, expenses and disbursements, including
reasonable attorneys' and paralegals' fees and legal expenses, incurred by the
Administrative Agent or the Lenders in connection with collection of any
Obligations of any of the Loan Parties under any of the Loan Documents;

                    (ii) second, to the repayment of all Obligations then due
and unpaid of the Loan Parties to the Lenders incurred under this Agreement or
any of the other Loan Documents or a Lender-Provided Interest Rate Hedge,
whether of principal, interest, fees, expenses or otherwise, in such manner as
the Administrative Agent may determine in its discretion; and


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                    (iii) the balance, if any, to the Loan Parties or as
otherwise required by Law.

                                  9. THE AGENT

          9.1 APPOINTMENT.

               Each Lender hereby irrevocably designates, appoints and
authorizes PNC Bank to act as Administrative Agent for such Lender under this
Agreement and to execute and deliver or accept on behalf of each of the Lenders
the other Loan Documents. Each Lender hereby irrevocably authorizes, and each
holder of any Note by the acceptance of a Note shall be deemed irrevocably to
authorize, the Administrative Agent to take such action on its behalf under the
provisions of this Agreement and the other Loan Documents and any other
instruments and agreements referred to herein, and to exercise such powers and
to perform such duties hereunder as are specifically delegated to or required of
the Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto. PNC Bank agrees to act as the Administrative
Agent on behalf of the Lenders to the extent provided in this Agreement.

          9.2 DELEGATION OF DUTIES.

               The Administrative Agent may perform any of its duties hereunder
by or through agents or employees (provided such delegation does not constitute
a relinquishment of its duties as Administrative Agent) and, subject to Sections
9.5 and 9.6, shall be entitled to engage and pay for the advice or services of
any attorneys, accountants or other experts concerning all matters pertaining to
its duties hereunder and to rely upon any advice so obtained.

          9.3 NATURE OF DUTIES; INDEPENDENT CREDIT INVESTIGATION.

               The Administrative Agent shall have no duties or responsibilities
except those expressly set forth in this Agreement and no implied covenants,
functions, responsibilities, duties, obligations, or liabilities shall be read
into this Agreement or otherwise exist. The duties of the Administrative Agent
shall be mechanical and administrative in nature; the Administrative Agent shall
not have, by reason of this Agreement, a fiduciary or trust relationship in
respect of any Lender; and nothing in this Agreement, expressed or implied, is
intended to or shall be so construed as to impose upon the Administrative Agent
any obligations in respect of this Agreement except as expressly set forth
herein. Without limiting the generality of the foregoing, the use of the term
"agent" in this Agreement with reference to the Administrative 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. Each
Lender expressly acknowledges (i) that the Administrative Agent has not made any
representations or warranties to it and that no act by the Administrative Agent
hereafter taken, including any review of the affairs of any of the Loan Parties,
shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Lender; (ii) that it has made and will continue to
make, without reliance upon the Administrative Agent, its own


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independent investigation of the financial condition and affairs and its own
appraisal of the creditworthiness of each of the Loan Parties in connection with
this Agreement and the making and continuance of the Loans and issuance and
maintenance of Letters of Credit hereunder; and (iii) except as expressly
provided herein, that the Administrative Agent shall have no duty or
responsibility, either initially or on a continuing basis, to provide any Lender
with any credit or other information with respect thereto, whether coming into
its possession before the making of any Loan or issuance of any Letter of Credit
or at any time or times thereafter.

          9.4 ACTIONS IN DISCRETION OF ADMINISTRATIVE AGENT; INSTRUCTIONS FROM
THE LENDERS.

               The Administrative Agent agrees, upon the written request of the
Required Lenders, to take or refrain from taking any action of the type
specified as being within the Administrative Agent's rights, powers or
discretion herein, provided that the Administrative Agent shall not be required
to take any action which exposes the Administrative Agent to personal liability
or which is contrary to this Agreement or any other Loan Document or applicable
Law. In the absence of a request by the Required Lenders, the Administrative
Agent shall have authority, in its sole discretion, to take or not to take any
such action, unless this Agreement specifically requires the consent of the
Required Lenders or all of the Lenders. Any action taken or failure to act
pursuant to such instructions or discretion shall be binding on the Lenders,
subject to Section 9.6. Subject to the provisions of Section 9.6, no Lender
shall have any right of action whatsoever against the Administrative Agent as a
result of the Administrative Agent acting or refraining from acting hereunder in
accordance with the instructions of the Required Lenders, or in the absence of
such instructions, in the absolute discretion of the Administrative Agent.

          9.5 REIMBURSEMENT AND INDEMNIFICATION OF ADMINISTRATIVE AGENT BY THE
BORROWER.

               The Borrowers, on a joint and several basis (subject to Section
10.18 for the avoidance of doubt, if applicable), unconditionally agree to pay
or reimburse the Administrative Agent and hold the Administrative Agent harmless
against (a) liability for the payment of all reasonable out-of-pocket costs,
expenses and disbursements, including fees and expenses of counsel (including
the allocated costs of staff counsel), appraisers and environmental consultants,
incurred by the Administrative Agent (i) in connection with the development,
negotiation, preparation, printing, execution, administration, syndication,
interpretation and performance of this Agreement and the other Loan Documents,
(ii) relating to any requested amendments, waivers or consents pursuant to the
provisions hereof, (iii) in connection with the enforcement of this Agreement or
any other Loan Document or collection of amounts due hereunder or thereunder or
the proof and allowability of any claim arising under this Agreement or any
other Loan Document, whether in bankruptcy or receivership proceedings or
otherwise, and (iv) in any workout or restructuring or in connection with the
protection, preservation, exercise or enforcement of any of the terms hereof or
of any rights hereunder or under any other Loan Document or in connection with
any foreclosure, collection or bankruptcy proceedings, and (b) all liabilities,
obligations, losses, damages, penalties, actions, judgments,


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suits, costs, expenses or disbursements of any kind or nature whatsoever which
may be imposed on, incurred by or asserted against the Administrative Agent, in
its capacity as such, in any way relating to or arising out of this Agreement or
any other Loan Documents or any action taken or omitted by the Administrative
Agent hereunder or thereunder, provided that the Borrowers shall not be liable
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements if the same results
from the Administrative Agent's gross negligence or willful misconduct, or if
the Borrowers was not given notice of the subject claim and the opportunity to
participate in the defense thereof, at its expense (except that the Borrowers
shall remain liable to the extent such failure to give notice does not result in
a loss to the Borrower), or if the same results from a compromise or settlement
agreement entered into without the consent of the Borrowers, which shall not be
unreasonably withheld. In addition, the Borrowers, jointly and severally, agrees
to reimburse and pay all reasonable out-of-pocket expenses of the Administrative
Agent's regular employees and agents engaged periodically to perform audits of
the Loan Parties' books, records and business properties, provided that such
reimbursement obligation shall be limited to one (1) audit in each fiscal year
so long as no Event of Default exists and is continuing.

          9.6 EXCULPATORY PROVISIONS; LIMITATION OF LIABILITY.

               Neither the Administrative Agent nor any of its directors,
officers, employees, agents, attorneys or Affiliates shall (a) be liable to any
Lender for any action taken or omitted to be taken by it or them hereunder, or
in connection herewith including pursuant to any Loan Document, unless caused by
its or their own gross negligence or willful misconduct, (b) be responsible in
any manner to any of the Lenders for the effectiveness, enforceability,
genuineness, validity or the due execution of this Agreement or any other Loan
Documents or for any recital, representation, warranty, document, certificate,
report or statement herein or made or furnished under or in connection with this
Agreement or any other Loan Documents, or (c) be under any obligation to any of
the Lenders to ascertain or to inquire as to the performance or observance of
any of the terms, covenants or conditions hereof or thereof on the part of the
Loan Parties, or the financial condition of the Loan Parties, or the existence
or possible existence of any Event of Default or Potential Default. No claim may
be made by any of the Loan Parties, any Lender, the Administrative Agent or any
of their respective Subsidiaries against the Administrative Agent, any Lender or
any of their respective directors, officers, employees, agents, attorneys or
Affiliates, or any of them, for any special, indirect or consequential damages
or, to the fullest extent permitted by Law, for any punitive damages in respect
of any claim or cause of action (whether based on contract, tort, statutory
liability, or any other ground) based on, arising out of or related to any Loan
Document or the transactions contemplated hereby or any act, omission or event
occurring in connection therewith, including the negotiation, documentation,
administration or collection of the Loans, and each of the Loan Parties (for
itself and on behalf of each of its Subsidiaries), the Administrative Agent and
each Lender hereby waives, releases and agrees never to sue upon any claim for
any such damages, whether such claim now exists or hereafter arises and whether
or not it is now known or suspected to exist in its favor. Each Lender agrees
that, except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent hereunder or given to the
Administrative Agent for the account of or with copies for the Lenders, the
Administrative Agent


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and each of its directors, officers, employees, agents, attorneys or Affiliates
shall not have any duty or responsibility to provide any Lender with an credit
or other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the Loan Parties
which may come into the possession of the Administrative Agent or any of its
directors, officers, employees, agents, attorneys or Affiliates.

          9.7 REIMBURSEMENT AND INDEMNIFICATION OF ADMINISTRATIVE AGENT BY
LENDERS.

               Each Lender agrees to reimburse and indemnify the Administrative
Agent (to the extent not reimbursed by the Borrowers and without limiting the
Obligation of the Borrowers to do so) in proportion to its Ratable Share from
and against all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements, including attorneys' fees
and disbursements (including the allocated costs of staff counsel), and costs of
appraisers and environmental consultants, of any kind or nature whatsoever which
may be imposed on, incurred by or asserted against the Administrative Agent, in
its capacity as such, in any way relating to or arising out of this Agreement or
any other Loan Documents or any action taken or omitted by the Administrative
Agent hereunder or thereunder, provided that no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements (a) if the same results from
the Administrative Agent's gross negligence or willful misconduct, or (b) if
such Lender was not given notice of the subject claim and the opportunity to
participate in the defense thereof, at its expense (except that such Lender
shall remain liable to the extent such failure to give notice does not result in
a loss to the Lender), or (c) if the same results from a compromise and
settlement agreement entered into without the consent of such Lender, which
shall not be unreasonably withheld. In addition, each Lender agrees promptly
upon demand to reimburse the Administrative Agent (to the extent not reimbursed
by the Borrowers and without limiting the Obligation of the Borrowers to do so)
in proportion to its Ratable Share for all amounts due and payable by the
Borrowers to the Administrative Agent in connection with the Administrative
Agent's periodic audit of the Loan Parties' books, records and business
properties.

          9.8 RELIANCE BY ADMINISTRATIVE AGENT.

               The Administrative Agent shall be entitled to rely upon any
writing, telegram, telex or teletype message, resolution, notice, consent,
certificate, letter, cablegram, statement, order or other document or
conversation by telephone or otherwise believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person or Persons, and upon
the advice and opinions of counsel and other professional advisers selected by
the Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action hereunder unless 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.


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          9.9 NOTICE OF DEFAULT.

               The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Potential Default or Event of Default unless the
Administrative Agent has received written notice from a Lender or a Borrower
referring to this Agreement, describing such Potential Default or Event of
Default and stating that such notice is a "notice of default."

          9.10 NOTICES.

               The Administrative Agent shall promptly send to each Lender a
copy of all notices received from a Borrower pursuant to the provisions of this
Agreement or the other Loan Documents promptly upon receipt thereof.

          9.11 LENDERS IN THEIR INDIVIDUAL CAPACITIES; ADMINISTRATIVE AGENT IN
ITS INDIVIDUAL CAPACITY.

               With respect to its Revolving Credit Commitment, the Revolving
Credit Loans, and PNC Bank's Swing Loan Commitment, the Swing Loans made by it
and any other rights and powers given to it as a Lender hereunder or under any
of the other Loan Documents, the Administrative Agent shall have the same rights
and powers hereunder as any other Lender and may exercise the same as though it
were not the Administrative Agent, and the term "LENDER" and "LENDERS" shall,
unless the context otherwise indicates, include the Administrative Agent in its
individual capacity. PNC Bank and its Affiliates and each of the Lenders and
their respective Affiliates may, without liability to account, except as
prohibited herein, make loans to, issue letters of credit for the account of,
acquire equity interests in, accept deposits from, discount drafts for, act as
trustee under indentures of, and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with, the Loan Parties and
their Affiliates, as though it were not acting as Administrative Agent hereunder
and in the case of each Lender, as though such Lender were not a Lender
hereunder, without notice to or consent of the other Lenders. The Lenders and
the Administrative Agent acknowledge that, pursuant to such activities, the
Administrative Agent or its Affiliates, and the Lenders or their Affiliates, may
(i) receive information regarding the Loan Parties or any of their Subsidiaries
or Affiliates (including information that may be subject to confidentiality
obligations in favor of the Loan Parties or such Subsidiary or Affiliate) and
acknowledge that neither the Administrative Agent nor any Lender shall be under
any obligation to provide such information to the others, and (ii) accept fees
and other consideration from the Loan Parties for services in connection with
this Agreement and otherwise without having to account for the same to the
Lenders.

          9.12 HOLDERS OF NOTES.

               The Administrative Agent may deem and treat any payee of any Note
as the owner thereof for all purposes hereof unless and until written notice of
the assignment or transfer thereof shall have been filed with the Administrative
Agent. Any request, authority or consent of any Person who at the time of making
such request or giving such authority or


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consent is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee or assignee of such Note or of any Note or Notes
issued in exchange therefor.

          9.13 SHARING OF PAYMENTS.

               The Lenders and the holders of any participations in any
Commitments, Loans, Letters of Credit or other rights or obligations of a Lender
hereunder agree among themselves that, with respect to all amounts received by
any Lender or any such holder for application on any Obligation hereunder or
under any such participation, whether received by voluntary payment, by
realization upon security, by the exercise of the right of set-off or banker's
lien, by counterclaim or by any other non-pro rata source, equitable adjustment
will be made in the manner stated in the following sentence so that, in effect,
all such excess amounts will be shared ratably among the Lenders and such
holders in proportion to their interests in payments on the Obligations, except
as otherwise provided in Sections 3.4.3, 4.4.2 or 4.6, in connection with any
assignment pursuant to Section 10.11 or as otherwise specifically set forth
herein. The Lenders or any such holder receiving any such amount shall purchase
for cash from each of the other Lenders an interest in Obligations owed to such
Lender in such amount as shall result in a ratable participation by the Lenders
and each such holder in the aggregate unpaid amount of the Obligations, provided
that if all or any portion of such excess amount is thereafter recovered from
the Lender or the holder making such purchase, such purchase shall be rescinded
and the purchase price restored to the extent of such recovery, together with
interest or other amounts, if any, required by law (including court order) to be
paid by the Lender or the holder making such purchase.

          9.14 SUCCESSOR ADMINISTRATIVE AGENT.

               The Administrative Agent (i) may resign as Administrative Agent
or (ii) shall resign if such resignation is requested by the Required Lenders
(if the Administrative Agent is a Lender, the Administrative Agent's Loans and
its Commitment shall be considered in determining whether the Required Lenders
have requested such resignation) or required by Section 4.4.2, in either case of
(i) or (ii) by giving not less than thirty (30) days' prior written notice to
the Company, for all Borrowers. If the Administrative Agent shall resign under
this Agreement, then either (a) the Required Lenders shall appoint from among
the Lenders a successor agent for the Lenders, subject to the consent of the
Company, for all Borrowers, such consent not to be unreasonably withheld, or (b)
if a successor agent shall not be so appointed and approved within the thirty
(30) day period following the Administrative Agent's notice to the Lenders of
its resignation, then the Administrative Agent shall appoint, with the consent
of the Company, for all Borrowers, such consent not to be unreasonably withheld,
a successor agent who shall serve as Administrative Agent until such time as the
Required Lenders appoint and the Company's consent on behalf of all Borrowers to
the appointment of a successor agent. Upon its appointment pursuant to either
clause (a) or (b) above, such successor agent shall succeed to the rights,
powers and duties of the Administrative Agent, and the term "ADMINISTRATIVE
AGENT" shall mean such successor agent, effective upon its appointment, and the
former Administrative Agent's rights, powers and duties as Administrative Agent
shall be terminated without any other or further act or deed on the part of such
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this Agreement. After the resignation of any Administrative Agent hereunder, the
provisions of this Section 9 shall inure to the benefit of such former
Administrative Agent and such former Administrative Agent shall not by reason of
such resignation be deemed to be released from liability for any actions taken
or not taken by it while it was an Administrative Agent under this Agreement.

          9.15 ADMINISTRATIVE AGENT'S FEE.

               The Borrowers, on a joint and several basis, shall pay to the
Administrative Agent a nonrefundable fee (the "ADMINISTRATIVE AGENT'S FEE")
under the terms of a letter (the "ADMINISTRATIVE AGENT'S LETTER") among the
Borrowers and Administrative Agent, as amended from time to time.

          9.16 AVAILABILITY OF FUNDS.

               The Administrative Agent may assume that each Lender has made or
will make the proceeds of the applicable Loan available to the Administrative
Agent in the applicable currency unless the Administrative Agent shall have been
notified by such Lender on or before the later of (1) the close of Business on
the Business Day preceding the Borrowing Date with respect to such Loan or two
(2) hours before the time on which the Administrative Agent actually funds the
proceeds of such Loan to the Borrowers (whether using its own funds pursuant to
this Section 9.16 or using proceeds deposited with the Administrative Agent by
the Lenders and whether such funding occurs before or after the time on which
Lenders are required to deposit the proceeds of such Loan with the
Administrative Agent). The Administrative Agent may, in reliance upon such
assumption (but shall not be required to), make available to the Borrowers a
corresponding amount in the applicable currency. If such corresponding amount is
not in fact made available to the Administrative Agent by such Lender in the
applicable currency, the Administrative Agent shall be entitled to recover such
amount on demand from such Lender (or, if such Lender fails to pay such amount
forthwith upon such demand from the Borrower) together with interest thereon, in
respect of each day during the period commencing on the date such amount was
made available to the Borrowers and ending on the date the Administrative Agent
recovers such amount, at a rate per annum equal to (i) the Federal Funds
Effective Rate during the first three (3) days after such interest shall begin
to accrue and (ii) the applicable interest rate in respect of such Loan after
the end of such three-day period.

          9.17 CALCULATIONS.

               In the absence of gross negligence or willful misconduct, the
Administrative Agent shall not be liable for any error in computing the amount
payable to any Lender whether in respect of the Loans, fees or any other amounts
due to the Lenders under this Agreement. In the event an error in computing any
amount payable to any Lender is made, the Administrative Agent, the Borrowers
and each affected Lender shall, forthwith upon discovery of such error, make
such adjustments as shall be required to correct such error, and any
compensation therefor will be calculated at the Federal Funds Effective Rate or
the Overnight Rate if such computation relates to a Revolving Credit Loan made
in an Optional Currency.


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          9.18 NO RELIANCE ON ADMINISTRATIVE AGENT'S CUSTOMER IDENTIFICATION
PROGRAM.

               Each Lender acknowledges and agrees that neither such Lender, nor
any of its Affiliates, participants or assignees, may rely on the Administrative
Agent to carry out such Lender's, Affiliate's, participant's or assignee's
customer identification program, or other obligations required or imposed under
or pursuant to the USA Patriot Act or the regulations thereunder, including the
regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the
"CIP REGULATIONS"), or any other Anti-Terrorism Law, including any programs
involving any of the following items relating to or in connection with any of
the Loan Parties, their Affiliates or their agents, the Loan Documents or the
transactions hereunder or contemplated hereby: (1) any identity verification
procedures, (2) any recordkeeping, (3) comparisons with government lists, (4)
customer notices or (5) other procedures required under the CIP Regulations or
such other Laws.

          9.19 BENEFICIARIES.

               Except as expressly provided herein, the provisions of this
Section 9 are solely for the benefit of the Administrative Agent and the
Lenders, and the Loan Parties shall not have any rights to rely on or enforce
any of the provisions hereof. In performing its functions and duties under this
Agreement, the Administrative Agent shall act solely as agent of the Lenders and
does not assume and shall not be deemed to have assumed any obligation toward or
relationship of agency or trust with or for any of the Loan Parties.

                                10. MISCELLANEOUS

          10.1 MODIFICATIONS, AMENDMENTS OR WAIVERS.

               With the written consent of the Required Lenders, the
Administrative Agent, acting on behalf of all the Lenders, and the Company on
behalf of the Loan Parties, may from time to time enter into written agreements
amending or changing any provision of this Agreement or any other Loan Document
or the rights of the Lenders or the Loan Parties hereunder or thereunder, or may
grant written waivers or consents to a departure from the due performance of the
Obligations of the Loan Parties hereunder or thereunder. Any such agreement,
waiver or consent made with such written consent shall be effective to bind all
the Lenders and the Loan Parties; provided, that, no such agreement, waiver or
consent may be made which will:

          10.1.1 INCREASE OF COMMITMENT.

               Increase the amount of the Revolving Credit Commitment or Swing
Loan Commitment of any Lender hereunder without the written consent of all
Lenders;


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               10.1.2 EXTENSION OF PAYMENT; REDUCTION OF PRINCIPAL INTEREST OR
FEES.

               Whether or not any Loans are outstanding, extend the time for
payment of principal or interest of any Loan (excluding the due date of any
mandatory prepayment of a Loan or any mandatory Commitment reduction in
connection with such a mandatory prepayment hereunder except for mandatory
reductions of the Commitments on the Expiration Date), the Commitment Fee or any
other fee payable to any Lender, or reduce the principal amount of or the rate
of interest borne by any Loan or reduce the Commitment Fee or any other fee
payable to any Lender, without the written consent of all Lenders;

               10.1.3 RELEASE A GUARANTOR.

               Except in connection with a transaction permitted hereunder or as
otherwise permitted hereunder, release any Guarantor from its Obligations under
the Guaranty Agreement, without the written consent of the Administrative Agent
and all Lenders; or

               10.1.4 MISCELLANEOUS.

               Amend Sections 4.2, 9.6 or 9.13 or this Section 10.1, alter any
provision regarding the pro rata treatment of the Lenders or requiring all
Lenders to authorize the taking of any action or reduce any percentage specified
in the definition of Required Lenders, in each case without the consent of all
the Lenders (other than Defaulting Lenders);

               provided, that no agreement, waiver or consent which would modify
the interests, rights or obligations of the Administrative Agent in its capacity
(as applicable) as Administrative Agent or the issuer of Letters of Credit or
PNC Bank, in the case of Swing Loan, without the written consent of the
Administrative Agent and each such other affected Person, as applicable, and
provided, further, that, if in connection with any proposed waiver, amendment or
modification referred to in Sections 10.1.1 through 10.1.4 above, the consent of
the Required Lenders is obtained but the consent of one or more of such other
Lenders whose consent is required is not obtained (each a "NON-CONSENTING
LENDER"), then the Borrower shall have the right to replace any such
Non-Consenting Lender with one or more replacement Lenders pursuant to Section
4.4.2.

          10.2 NO IMPLIED WAIVERS; CUMULATIVE REMEDIES; WRITING REQUIRED.

               No course of dealing and no delay or failure of the
Administrative Agent or any Lender in exercising any right, power, remedy or
privilege under this Agreement or any other Loan Document shall affect any other
or future exercise thereof or operate as a waiver thereof, nor shall any single
or partial exercise thereof or any abandonment or discontinuance of steps to
enforce such a right, power, remedy or privilege preclude any further exercise
thereof or of any other right, power, remedy or privilege. The rights and
remedies of the Administrative Agent and the Lenders under this Agreement and
any other Loan Documents are cumulative and not exclusive of any rights or
remedies which they would otherwise have. Any waiver, permit, consent or
approval of any kind or character on the part of any Lender of any breach or
default


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under this Agreement or any such waiver of any provision or condition of this
Agreement must be in writing and shall be effective only to the extent
specifically set forth in such writing.

          10.3 REIMBURSEMENT AND INDEMNIFICATION OF LENDERS BY THE BORROWER.

               The Borrowers, jointly and severally, agree unconditionally upon
demand to pay or reimburse to each Lender (other than the Administrative Agent,
as to which the Borrowers' Obligations are set forth in Section 9.5) and to save
such Lender harmless against (i) liability for the payment of all reasonable
out-of-pocket costs, expenses and disbursements (including reasonable fees and
expenses of counsel for each Lender except with respect to (a) and (b) below),
incurred by such Lender (a) in connection with the administration and
interpretation of this Agreement, and other instruments and documents to be
delivered hereunder, (b) relating to any amendments, waivers or consents
pursuant to the provisions hereof, (c) in connection with the enforcement of
this Agreement or any other Loan Document, or collection of amounts due
hereunder or thereunder or the proof and allowability of any claim arising under
this Agreement or any other Loan Document, whether in bankruptcy or receivership
proceedings or otherwise, and (d) in any workout or restructuring or in
connection with the protection, preservation, exercise or enforcement of any of
the terms hereof or of any rights hereunder or under any other Loan Document or
in connection with any foreclosure, collection or bankruptcy proceedings, or
(ii) all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever (other than taxes) which may be imposed on, incurred by or asserted
against such Lender, in its capacity as such, in any way relating to or arising
out of this Agreement or any other Loan Documents or any action taken or omitted
by such Lender hereunder or thereunder, provided that the Borrowers shall not be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements (A) if
the same results from such Lender's gross negligence or willful misconduct, or
(B) if the Borrowers were not given notice of the subject claim and the
opportunity to participate in the defense thereof, at its expense (except that
the Borrowers shall remain liable to the extent such failure to give notice does
not result in a loss to the Borrower), or (C) if the same results from a
compromise or settlement agreement entered into without the consent of the
Borrowers, which shall not be unreasonably withheld. The Lenders will attempt to
minimize the fees and expenses of legal counsel for the Lenders which are
subject to reimbursement by the Borrowers hereunder by considering the usage of
one law firm to represent the Lenders and the Administrative Agent if
appropriate under the circumstances.

          10.4 HOLIDAYS.

               Whenever payment of a Loan to be made or taken hereunder shall be
due on a day which is not a Business Day such payment shall be due on the next
Business Day (except as provided in Section 3.2 with respect to Interest Periods
under the Euro-Rate Option) and such extension of time shall be included in
computing interest and fees, except that the Loans shall be due on the Business
Day preceding the Expiration Date if the Expiration Date is not a Business Day.
Whenever any payment or action to be made or taken hereunder (other than payment
of the Loans) shall be stated to be due on a day which is not a Business Day,
such


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payment or action shall be made or taken on the next following Business Day, and
such extension of time shall not be included in computing interest or fees, if
any, in connection with such payment or action.

          10.5 FUNDING BY BRANCH, SUBSIDIARY OR AFFILIATE.

               10.5.1 NOTIONAL FUNDING.

               Each Lender shall have the right from time to time, without
notice to the Borrowers, to deem any branch, Subsidiary or Affiliate (which for
the purposes of this Section 10.5 shall mean any corporation or association
which is directly or indirectly controlled by or is under direct or indirect
common control with any corporation or association which directly or indirectly
controls such Lender) of such Lender to have made, maintained or funded any Loan
to which the Euro-Rate Option applies at any time, provided that immediately
following (on the assumption that a payment were then due from the Borrowers to
such other office), and as a result of such change, the Borrowers would not be
under any greater financial obligation pursuant to Section 4.6 than it would
have been in the absence of such change. Notional funding offices may be
selected by each Lender without regard to such Lender's actual methods of
making, maintaining or funding the Loans or any sources of funding actually used
by or available to such Lender.

               10.5.2 ACTUAL FUNDING.

               Each Lender shall have the right from time to time to make or
maintain any Loan or Letter of Credit Borrowing by arranging for a branch,
Subsidiary or Affiliate of such Lender to make or maintain such Loan subject to
the last sentence of this Section 10.5.2. If any Lender causes a branch,
Subsidiary or Affiliate to make or maintain any part of the Loans or Letter of
Credit Borrowing hereunder, all terms and conditions of this Agreement shall,
except where the context clearly requires otherwise, be applicable to such part
of the Loans or Letter of Credit Borrowing to the same extent as if such Loans
or Letter of Credit Borrowing were made or maintained by such Lender, but in no
event shall any Lender's use of such a branch, Subsidiary or Affiliate to make
or maintain any part of the Loans or Letter of Credit Borrowing hereunder cause
such Lender or such branch, Subsidiary or Affiliate to incur any cost or
expenses payable by the Borrowers hereunder or require the Borrowers to pay any
other compensation to any Lender (including any expenses incurred or payable
pursuant to Section 4.6) which would otherwise not be incurred.

          10.6 NOTICES; LENDING OFFICES.

               Any notice, request, demand, direction or other communication
(for purposes of this Section 10.6 only, a "NOTICE") to be given to or made upon
any party hereto under any provision of this Agreement shall be given or made by
telephone or in writing (which includes means of electronic transmission (i.e.,
"e-mail") or facsimile transmission or by setting forth such Notice on a site on
the World Wide Web (a "WEBSITE POSTING") if Notice of such Website Posting
(including the information necessary to access such site) has previously been
delivered to the applicable parties hereto by another means set forth in this
Section 10.6) in


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accordance with this Section 10.6. Any such Notice must be delivered to the
applicable parties hereto at the addresses and numbers set forth under their
respective names on SCHEDULE 1.1(B) hereof or in accordance with any subsequent
unrevoked Notice from any such party that is given in accordance with this
Section 10.6. Any Notice shall be effective:

                    (i) In the case of hand-delivery, when delivered;

                    (ii) If given by mail, four days after such Notice is
deposited with the United States Postal Service, with first-class postage
prepaid, return receipt requested;

                    (iii) In the case of a telephonic Notice, when a party is
contacted by telephone, if delivery of such telephonic Notice is confirmed no
later than the next Business Day by hand delivery, a facsimile or electronic
transmission, a Website Posting or overnight courier delivery of a confirmatory
notice (received at or before noon on such next Business Day);

                    (iv) In the case of a facsimile transmission, when sent to
the applicable party's facsimile machine's telephone number if the party sending
such Notice receives confirmation of the delivery thereof from its own facsimile
machine;

                    (v) In the case of electronic transmission, when actually
received;

                    (vi) In the case of a Website Posting, upon delivery of a
Notice of such posting (including the information necessary to access such web
site) by another means set forth in this Section 10.6; and

                    (vii) If given by any other means (including by overnight
courier), when actually received.

Any Lender giving a Notice to a Loan Party shall concurrently send a copy
thereof to the Administrative Agent, and the Administrative Agent shall promptly
notify the other Lenders of its receipt of such Notice. SCHEDULE 1.1(B) lists
the Lending Offices of each Lender. Each Lender may change its respective
Lending Office by written Notice to the Administrative Agent and other Lenders.

          10.7 SEVERABILITY.

               The provisions of this Agreement are intended to be severable. If
any provision of this Agreement shall be held invalid or unenforceable in whole
or in part in any jurisdiction, such provision shall, as to such jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without in
any manner affecting the validity or enforceability thereof in any other
jurisdiction or the remaining provisions hereof in any jurisdiction.


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          10.8 GOVERNING LAW.

               This Agreement shall be governed by and construed in accordance
with the laws of the State of New York. Each standby Letter of Credit issued
under this Agreement shall be subject either to the rules of the Uniform Customs
and Practice for Documentary Credits, as most recently published by the
International Chamber of Commerce (the "ICC") at the time of issuance ("UCP") or
the rules of the International Standby Practices (ICC Publication Number 590),
as determined by the issuing Lender, and each trade Letter of Credit issued
under this Agreement shall be subject to the UCP, and in each case to the extent
not inconsistent therewith, the Laws of the State of New York without regard to
its conflict of laws principles.

          10.9 PRIOR UNDERSTANDING.

               This Agreement and the other Loan Documents supersede all prior
understandings and agreements, whether written or oral, between the parties
hereto and thereto relating to the transactions provided for herein and therein,
including any prior confidentiality agreements and commitments.

          10.10 DURATION; SURVIVAL.

               All representations and warranties of the Loan Parties contained
herein or made in connection herewith shall survive the making of Loans and
issuance of Letters of Credit and shall not be waived by the execution and
delivery of this Agreement, any investigation by the Administrative Agent or the
Lenders, the making of Loans, issuance of Letters of Credit, or payment in full
of the Loans. All covenants and agreements of the Loan Parties contained herein
shall continue in full force and effect from and after the date hereof so long
as the Borrowers may borrow or request Letters of Credit hereunder and until
termination of the Commitments and payment in full of the Obligations (other
than non-assessed contingent reimbursement obligations) and expiration or
termination of all Letters of Credit. Section 4 and Sections 9.5, 9.7 and 10.3
shall survive payment in full of the Obligations, expiration or termination of
the Letters of Credit and termination of the Commitments. In addition, all
covenants and agreements of the Borrowers and the Lenders contained herein
shall, if any related payment is later declared to be a fraudulent conveyance or
a preference in any respect, set aside or required to be paid to a debtor in
possession, any secured party, receiver or similar Person, or otherwise voided
or nullified (a "VOIDED PAYMENT"), be reinstated and deemed to have survived
payment in full of the Obligations, expiration or termination of the Letters of
Credit and termination of the Commitments, to the extent such reinstatement and
survival is necessary for the Administrative Agent to recover such Voided
Payment.

          10.11 SUCCESSORS AND ASSIGNS.

                    (i) This Agreement shall be binding upon and shall inure to
the benefit of the Lenders, the Administrative Agent, the Loan Parties and their
respective successors and assigns, except that none of the Loan Parties may
assign or transfer any of its rights and Obligations hereunder or any interest
herein. Each Lender may, at its own cost, make assignments of or sell
participations in all or any part of its Commitments and the Loans and


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Letter of Credit Borrowings made by it to one or more banks or other entities,
subject to the consent of the Company, on behalf of the Borrowers, and the
Administrative Agent with respect to any assignee, such consent not to be
unreasonably withheld, provided that (1) no consent of the Borrowers shall be
required (A) if an Event of Default exists and is continuing, or (B) in the case
of an assignment by a Lender to an Affiliate of such Lender, and (2) any
assignment by a Lender to a Person other than an Affiliate of such Lender may
not be made in amounts less than the lesser of $5,000,000.00 and the amount of
the assigning Lender's Revolving Credit Commitment. In the case of an
assignment, upon receipt by the Administrative Agent of the Assignment and
Assumption Agreement, the assignee shall have, to the extent of such assignment
(unless otherwise provided therein), the same rights, benefits and obligations
as it would have if it had been a signatory Lender hereunder, the Commitments
shall be adjusted accordingly, and upon surrender of any Note subject to such
assignment, the Borrowers shall execute and deliver a new Note to the assignee,
if such assignee requests such a Note in an amount equal to the amount of the
Revolving Credit Commitment assumed by it and a new Revolving Credit Note to the
assigning Lender, if the assigning Lender requests such a Note, in an amount
equal to the Revolving Credit Commitment retained by it hereunder. Any Lender
which assigns any or all of its Revolving Credit Commitment or Loans to a Person
other than an Affiliate of such Lender shall pay to the Administrative Agent a
service fee in the amount of $3,500.00 for each assignment. In the case of a
participation, the participant shall only have the rights specified in Section
8.2.3 (the participant's rights against such Lender in respect of such
participation to be those set forth in the agreement executed by such Lender in
favor of the participant relating thereto and not to include any voting rights
except with respect to changes of the type referenced in Sections 10.1.1,
10.1.2, or 10.1.3), all of such Lender's obligations under this Agreement or any
other Loan Document shall remain unchanged, and all amounts payable by any Loan
Party hereunder or thereunder shall be determined as if such Lender had not sold
such participation.

                    (ii) Any assignee or participant which is not incorporated
under the Laws of the United States of America or a state thereof shall deliver
to the Borrowers and the Administrative Agent the form of certificate described
in Section 10.17 relating to federal income tax withholding. Each Lender may
furnish any publicly available information concerning any Loan Party or its
Subsidiaries and any other information concerning any Loan Party or its
Subsidiaries in the possession of such Lender from time to time to assignees and
participants (including prospective assignees or participants), provided that
such assignees and participants agree to be bound by the provisions of Section
10.12.

                    (iii) Notwithstanding any other provision in this Agreement,
any Lender may at any time pledge or grant a security interest in all or any
portion of its rights under this Agreement, its Note (if any) and the other Loan
Documents to any Federal Reserve Lender in accordance with Regulation A of the
FRB or U.S. Treasury Regulation 31 CFR Section 203.14 without notice to or
consent of the Borrowers or the Administrative Agent. No such pledge or grant of
a security interest shall release the Transferor Lender of its obligations
hereunder or under any other Loan Document.


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          10.12 CONFIDENTIALITY.

               10.12.1 GENERAL.

               The Administrative Agent and the Lenders each agree to keep
confidential all information obtained from any Loan Party or its Subsidiaries
which is nonpublic and confidential or proprietary in nature (including any
information the Borrowers specifically designate as confidential), except as
provided below, and to use such information only in connection with their
respective capacities under this Agreement and for the purposes contemplated
hereby. The Administrative Agent and the Lenders shall be permitted to disclose
such information (i) to outside legal counsel, accountants and other
professional advisors who need to know such information in connection with the
administration and enforcement of this Agreement, subject to agreement of such
Persons to maintain the confidentiality, (ii) to assignees and participants as
contemplated by Section 10.11, and prospective assignees and participants who
will be required to maintain confidentiality as if they were a Lender under this
Agreement, (iii) to the extent requested by any bank regulatory authority or,
with notice to the Borrowers, as otherwise required by applicable Law or by any
subpoena or similar legal process, or in connection with any investigation or
proceeding arising out of the transactions contemplated by this Agreement, (iv)
if it becomes publicly available other than as a result of a breach of this
Agreement or becomes available from a source not known to be subject to
confidentiality restrictions, or (v) if the Borrowers shall have consented to
such disclosure.

               10.12.2 SHARING INFORMATION WITH AFFILIATES OF THE LENDERS.

               Each Loan Party acknowledges that from time to time financial
advisory, investment banking and other services may be offered or provided to
the Borrowers or one or more of its Affiliates (in connection with this
Agreement or otherwise) by any Lender or by one or more Subsidiaries or
Affiliates of such Lender and each of the Loan Parties hereby authorizes each
Lender to share any information delivered to such Lender by such Loan Party and
its Subsidiaries pursuant to this Agreement, or in connection with the decision
of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate
of such Lender, it being understood that any such Subsidiary or affiliate of any
Lender receiving such information shall be bound by the provisions of Section
10.12.1 as if it were a Lender hereunder. Such Authorization shall survive the
repayment of the Loans and other Obligations and the termination of the
Commitments. Each of the Administrative Agent, the Lenders and the issuer of
Letters of Credit, solely on its own behalf, acknowledges that the information
provided by the Loan Parties and their respective Subsidiaries may include
material non-public information concerning the Loan Parties or their respective
Subsidiaries, as the case may be, and that, to the extent such Person has not
opted out by written notice to the Administrative Agent and the Company from
receiving any such material non-public information, such Person will take
commercially reasonable measures to use such material non-public information in
compliance with applicable Law according to its usual procedures for the
handling of such information as in effect from time to time.


                                      112

<PAGE>

          10.13 COUNTERPARTS.

               This Agreement may be executed by different parties hereto on any
number of separate counterparts, each of which, when so executed and delivered,
shall be an original, and all such counterparts shall together constitute one
and the same instrument.

          10.14 ADMINISTRATIVE AGENT'S OR LENDER'S CONSENT.

               Whenever the Administrative Agent's or any Lender's consent is
required to be obtained under this Agreement or any of the other Loan Documents
as a condition to any action, inaction, condition or event, the Administrative
Agent and each Lender shall be authorized to give or withhold such consent in
its sole and absolute discretion (unless otherwise specified herein) and to
condition its consent upon the payment of money or any other matter.

          10.15 EXCEPTIONS.

               The representations, warranties and covenants contained herein
shall be independent of each other, and no exception to any representation,
warranty or covenant shall be deemed to be an exception to any other
representation, warranty or covenant contained herein unless expressly provided,
nor shall any such exceptions be deemed to permit any action or omission that
would be in contravention of applicable Law.

          10.16 CONSENT TO FORUM; WAIVER OF JURY TRIAL.

               EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL
COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A
PARTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE
COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT, AND
EACH LOAN PARTY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND
CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED
MAIL DIRECTED TO SUCH LOAN PARTY AT THE ADDRESSES PROVIDED FOR IN SECTION 10.6
AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF.
EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION TO JURISDICTION AND VENUE
OF ANY ACTION INSTITUTED AGAINST IT AS PROVIDED HEREIN AND AGREES NOT TO ASSERT
ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE. EACH LOAN PARTY, THE AGENT
AND THE LENDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR
COUNTERCLAIM OF


                                      113

<PAGE>

ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
TO THE FULL EXTENT PERMITTED BY LAW.

          10.17 CERTIFICATIONS FROM LENDERS AND PARTICIPANTS.

               10.17.1 TAX WITHHOLDING.

               Each Lender or assignee or participant of a Lender that is not
incorporated under the Laws of the United States of America or a state thereof
(and, upon the written request of the Administrative Agent, each other Lender or
assignee or participant of a Lender) shall deliver to each of the Company and
the Administrative Agent two (2) duly completed appropriate valid Withholding
Certificates (as defined under Section 1.1441-1(c)(16) of the Income Tax
Regulations (the "REGULATIONS")) certifying its status (i.e. U.S. or foreign
person) and, if appropriate, making a claim of reduced, or exemption from, U.S.
withholding tax on the basis of an income tax treaty or an exemption provided by
the Internal Revenue Code. The term "WITHHOLDING CERTIFICATE" means a Form W-9;
a Form W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and
certifications as required under Section 1.1441-1(e)(2) and/or (3) of the
Regulations; a statement described in Section 1.871-14(c)(2)(v) of the
Regulations; or any other certificates under the Internal Revenue Code or
Regulations that certify or establish the status of a payee or beneficial owner
as a U.S. or foreign person. Each Lender, assignee or participant required to
deliver to the Company and the Administrative Agent a Withholding Certificate
pursuant to the preceding sentence shall deliver such valid Withholding
Certificate as follows: (A) each Lender which is a party hereto on the Closing
Date shall deliver such valid Withholding Certificate at least five (5) Business
Days prior to the first date on which any interest or fees are payable by the
Borrowers hereunder for the account of such Lender; (B) each assignee or
participant shall deliver such valid Withholding Certificate at least five (5)
Business Days before the effective date of such assignment or participation
(unless the Administrative Agent in its sole discretion shall permit such
assignee or participant to deliver such valid Withholding Certificate less than
five (5) Business Days before such date in which case it shall be due on the
date specified by the Administrative Agent). Each Lender, assignee or
participant which so delivers a valid Withholding Certificate further undertakes
to deliver to each of the Company and the Administrative Agent two (2)
additional copies of such Withholding Certificate (or a successor form) on or
before the date that such Withholding Certificate expires or becomes obsolete or
after the occurrence of any event requiring a change in the most recent
Withholding Certificate so delivered by it, and such amendments thereto or
extensions or renewals thereof as may be reasonably requested by the Borrowers
or the Administrative Agent. In addition, each Lender or assignee or participant
of a Lender that is not incorporated under the Laws of the United States of
America or state thereof (and, upon the written request of the Administrative
Agent, any financial institution through which any such Lender, assignee or
participant has directed any payment to be made) shall enter into and comply
with any applicable certification, documentation, information or other reporting
requirement or agreement concerning U.S. accounts that it maintains or
concerning U.S. ownership of such Lender, assignee or participant, or any
substantially similar requirement or agreement, if entering into or complying
with such requirement or agreement is required by statute or regulation of the
United States as a precondition to relief or exemption from any tax, assessment
or other governmental


                                      114

<PAGE>

charge. Notwithstanding the submission of a Withholding Certificate claiming a
reduced rate of or exemption from U.S. withholding tax, the Administrative Agent
shall be entitled to withhold United States federal income taxes at the full 30%
withholding rate if in its reasonable judgment it is required to do so under the
due diligence requirements imposed upon a withholding agent under U.S. Federal
tax Law. Further, the Administrative Agent is indemnified under Section
1.1461-1(e) of the Regulations against any claims and demands of any Lender or
assignee or participant of a Lender for the amount of any tax it deducts and
withholds in accordance with regulations under Section 1441 of the Internal
Revenue Code.

               10.17.2 USA PATRIOT ACT.

               Each Lender or assignee or participant of a Lender that is not
incorporated under the Laws of the United States of America or a state thereof
(and is not excepted from the certification requirement contained in Section 313
of the USA Patriot Act and the applicable regulations because it is both (i) an
affiliate of a depository institution or foreign bank that maintains a physical
presence in the United states or foreign county, and (ii) subject to supervision
by a banking authority regulating such affiliated depository institution or
foreign bank) shall deliver to the Administrative Agent the certification, or,
if applicable, recertification, certifying that such Lender is not a "shell" and
certifying to other matters as required by Section 313 of the USA Patriot Act
and the applicable regulations: (1) within 10 days after the Closing Date, and
(2) at such other times as are required under the USA Patriot Act.

          10.18 NATURE OF FOREIGN BORROWER OBLIGATIONS.

               (a) Notwithstanding the joint and several liability of the
Foreign Borrowers under this Agreement or any other Loan Document, and
notwithstanding any other provision herein and in any other Loan Document, all
obligations and liabilities of each Foreign Borrower under this Agreement and
any of the Loan Documents on account of principal and interest under the Loans
and Reimbursement Obligations and Letters of Credit Borrowings shall be limited
to the principal amount advanced to such Foreign Borrower or its Subsidiaries
and reimbursement of draws under Letters of Credit issued for the account of
such Foreign Borrower or its Subsidiaries and, in each case, interest thereon.
Each Foreign Borrower shall be liable only for its pro rata share of all fees
and expenses and other sums due hereunder (other than principal and interest on
the Loans) based upon the ratio of the sum of Loans outstanding to and Letters
of Credit issued for such Foreign Borrower to the total amount of Loans
outstanding and Letters of Credit issued hereunder.

               (b) Any Foreign Borrower may from time to time deliver a
termination notice to the Administrative Agent requesting that it no longer be a
party hereto. Such termination shall be effective two Business Days after
receipt by the Administrative Agent so long as all obligations of such Foreign
Borrower hereunder have been paid in full (including principal, interest and
other amounts) and no Letter of Credit issued for the account or benefit of such
Foreign Borrower is outstanding; provided that, to the extent this Agreement
provides for the survival of certain provisions upon termination hereof, such
surviving provisions shall survive a termination under this subsection with
respect to any such Foreign Borrower. Following receipt of such notice, no
further Loans may be borrowed by such Foreign Borrower


                                      115

<PAGE>

hereunder, unless such Foreign Borrower shall thereafter rejoin this Agreement
as a Borrower pursuant to the joinder provisions of Section 7.1.10.

          10.19 PLEDGE OF FOREIGN LOAN PARTY LOANS.

               (a) To secure all of the Obligations, each of the Loan Parties
(other than the Foreign Loan Parties) hereby grants to the Administrative Agent,
for its benefit and the benefit of the Lenders, a security interest in and to
the following property of such Loan Party, whether now or hereafter existing,
and wherever located (collectively, the "PLEDGED COLLATERAL"): (i) loans and
advances made by the Loan Parties to Foreign Loan Parties pursuant to Section
7.2.4(v)(b) in an aggregate amount equal to the amount by which the aggregate
amount of loans and advances pursuant to Section 7.2.4(v)(b) exceeds
$20,000,000.00 (collectively, the "PLEDGED LOANS"); (ii) all instruments,
promissory notes, chattel paper, documents, certificates, securities and
investment property evidencing such Pledged Loans; (iii) all Liens and other
contracts securing or otherwise relating to such Pledged Loans; (iv) all books
and records relating to such Pledged Loans and items of collateral described in
the preceding clauses (ii) and (iii); and (v) all proceeds of such Pledged Loans
and items of collateral described in the preceding clauses (ii) and (iii).

               (b) In furtherance of the foregoing: (i) the Company, on behalf
of the Loan Parties, shall promptly as practicable after the existence thereof,
cause all of the Pledged Loans to be evidenced by a duly executed intercompany
promissory note and deliver same to the Administrative Agent together with all
other original items of Pledged Collateral of a type requiring possession by the
Administrative Agent for perfection of the Administrative Agent's and Lenders'
Lien under applicable Law, duly endorsed and dated in blank, if such endorsement
is necessary or customary; and (ii) the Loan Parties hereby authorize the
Administrative Agent, for its benefit and the benefit of the Lenders, to file
Uniform Commercial Code financing statements naming each Loan Party holding
Pledged Collateral as a debtor and describing the Pledged Collateral therein.
Upon and during the continuation of an Event of Default, the Administrative
Agent, for its benefit and the benefit of the Lenders, may exercise all of the
rights and remedies of a secured creditor with respect to the Pledged Collateral
under the applicable Uniform Commercial Code, including without limitation the
right to demand that payment of the Pledged Collateral be made directly to the
Administrative Agent, for its benefit and the benefit of the Lenders, for
application to the Obligations consistent with Section 8.2.5.

               (c) If, after the pledge of Pledged Loans as contemplated in this
Section 10.19, the aggregate amount of loans and advances made by the Loan
Parties to Foreign Loan Parties under Section 7.2.4(v)(b) no longer exceeds
$20,000,000.00, the Borrower Agent may provide to the Administrative Agent a
certificate of a Responsible Officer certifying to such fact (including
reasonable confirming calculations) and request that the Administrative Agent
release such Pledged Loans. The Administrative shall thereafter effectuate such
release by return of the original Pledged Collateral relating to such Pledged
Loans to the Borrower Agent and amendment to any of its applicable Uniform
Commercial Code financing statements. Any such release shall be limited to the
specific Pledged Loans released and shall not constitute a general release of
the requirements of Section 7.2.4(v)(b) and this Section 10.19.


                                       116

<PAGE>

     IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Agreement as of the day and year first above
written.

                                        BORROWERS:
                                        P.H. GLATFELTER COMPANY


                                        By: /s/ John P. Jacunski
                                            ------------------------------------
                                        Name: John P. Jacunski
                                        Title: Senior Vice President and Chief
                                               Financial Officer


                                        PHG TEA LEAVES, INC.


                                        By: /s/ George B. Amoss, Jr.
                                            ------------------------------------
                                        Name: George B. Amoss, Jr.
                                        Title: Vice President


                                        GLATFELTER GERNSBACH GMBH & CO. KG

                                        By: Glatfelter Verwaltungsgesellschaft
                                            mbH,
                                            its General Partner


                                        By: /s/ John P. Jacunski
                                            ------------------------------------
                                        Name: John P. Jacunski
                                        Title: Managing Director
                                               (Geschaftsfuhrer)


                                        GLATFELTER VERWALTUNGSGESELLSCHAFT MBH


                                        By: /s/ Martin Rapp
                                            ------------------------------------
                                        Name: Martin Rapp
                                        Title: Managing Director
                                               (Geschaftsfuhrer)


                                        GLATFELTER LYDNEY, LTD.


                                        By: /s/ Martin Rapp
                                            ------------------------------------
                                        Name: Martin Rapp
                                        Title: Director


                                        MOLLANVICK, INC.


                                        By: /s/ George B. Amoss, Jr.
                                            ------------------------------------
                                        Name: George B. Amoss, Jr.
                                        Title: President


                                      117

<PAGE>

                                      GLATFELTER FALKENHAGEN GMBH


                                      By: /s/ Martin Rapp
                                          ------------------------------------
                                      Name: MARTIN RAPP
                                      Title: Managing Director (Geschaftsfuhrer)


                                      GLATFELTER FALKENHAGEN HOLDING GMBH


                                      By: /s/ Martin Rapp
                                          ------------------------------------
                                      Name: MARTIN RAPP
                                      Title: Managing Director (Geschaftsfuhrer)


                                      GLATFELTER CANADA INC.


                                      By: /s/ John P. Jacunski
                                          ------------------------------------
                                      Name: John P. Jacunski
                                      Title: Vice President


                                      GLATFELTER GATINEAU LTEE


                                      By: /s/ John P. Jacunski
                                          ------------------------------------
                                      Name: John P. Jacunski
                                      Title: Vice President


                                      GLATFELTER CAERPHILLY LTD.


                                      By: /s/ Martin Rapp
                                          ------------------------------------
                                      Name: Martin Rapp
                                      Title: Director


                                      118

<PAGE>

                                        GUARANTORS:

                                        THE GLATFELTER PULP WOOD COMPANY


                                        By: /s/ Thomas V. Bosley
                                            ------------------------------------
                                        Name: Thomas V. Bosley
                                        Title: Vice President and
                                               General Manager


                                        GLATFELTER HOLDINGS, LLC


                                        By: /s/ Donald R. Gross
                                            ------------------------------------
                                        Name: Donald R. Gross
                                        Title: Treasurer


                                      119

<PAGE>

                                        PNC BANK, NATIONAL ASSOCIATION, and as
                                        Administrative Agent and as a Lender


                                        By: /s/ Brian Vesey
                                            ------------------------------------
                                        Name:  Brian Vesey
                                        Title:  Vice President


                                      120

<PAGE>

                                        CITIZENS BANK OF PENNSYLVANIA, as
                                        Syndications Agent and a Lender


                                        By: /s/ Michael J. Gillig
                                            ------------------------------------
                                        Name: Michael J. Gillig
                                        Title: Vice President


                                      121

<PAGE>

                                        COBANK, ACB, as a Lender


                                        By: /s/ Jeffrey C. Norte
                                            ------------------------------------
                                        Name: Jeffrey C. Norte
                                        Title: Vice President


                                      122

<PAGE>

                                        MANUFACTURERS AND TRADERS TRUST COMPANY,
                                        as a Lender


                                        By: /s/ Paul R. Delmonte
                                            ------------------------------------
                                        Name: Paul R. Delmonte
                                        Title: Assistant Vice President


                                      123

<PAGE>


                                        HSBC BANK USA, N.A., as a Lender


                                        By: /s/ Susan A. Waters
                                            ------------------------------------
                                        Name: Susan A. Waters
                                        Title: Vice President


                                      124

<PAGE>


                                        BANK OF AMERICA, N.A., as a Lender


                                        By: /s/ Michael J. Balok
                                            ------------------------------------
                                        Name: Michael J. Balok
                                        Title:  Sr. Vice President


                                      125

<PAGE>

                                        JPMORGAN CHASE BANK, N.A., as a Lender


                                        By: /s/ James A. Knight
                                            ------------------------------------
                                        Name: James A. Knight
                                        Title: Vice President


                                      126

<PAGE>

                                 SCHEDULE 1.1(A)

                   PRICING GRID FOR P. H. GLATFELTER COMPANY*
                             PRICING IN BASIS POINTS

<TABLE>
<CAPTION>
                               LEVEL I           LEVEL II           LEVEL III         LEVEL IV          LEVEL V
                          ----------------   ----------------   ----------------   --------------   --------------
                                                                                                        IF THE
                          IF THE COMPANY'S                                             IF THE       COMPANY'S DEBT
                           DEBT RATING IS    IF THE COMPANY'S   IF THE COMPANY'S   COMPANY'S DEBT      RATING IS
                             BAA2/BBB OR      DEBT RATING IS     DEBT RATING IS       RATING IS       BA3/BB- OR
BASIS FOR PRICING              HIGHER.          BAA3/BBB-.          BA1/BB+.           BA2/BB.          LOWER.
-----------------         ----------------   ----------------   ----------------   --------------   --------------
<S>                       <C>                <C>                <C>                <C>              <C>
COMMITMENT FEE                    30                 35               42.5                50               60
LETTER OF CREDIT
   FEE/EURO-RATE SPREAD          175                200                225               250              275
BASE RATE SPREAD                  75                100                125               150              175
</TABLE>

*    IN THE EVENT THE COMPANY'S SENIOR UNSECURED DEBT IS SPLIT-RATED, PRICING
     WILL BE DETERMINED BY THE HIGHER OF THE TWO RATINGS, EXCEPT THAT IF THE
     RATINGS DIFFER BY MORE THAN ONE LEVEL, PRICING WILL BE DETERMINED BY ONE
     LEVEL ABOVE THE LOWER RATING. IN THE EVENT THAT EITHER MOODY'S OR STANDARD
     & POOR'S SHALL CEASE TO RATE THE SENIOR UNSECURED DEBT OF THE COMPANY,
     LEVEL V PRICING SHALL APPLY. INCREASES OR DECREASES IN PRICING AND FEES
     PURSUANT TO THE GRID ABOVE SHALL BE EFFECTIVE AS OF THE DATE ON WHICH ANY
     RATING OF THE SENIOR UNSECURED DEBT OF THE COMPANY SHALL CHANGE (IF SUCH
     CHANGE RESULTS IN A CHANGE IN THE PRICING LEVEL), EXCEPT THAT ANY INCREASE
     OR DECREASE IN THE PRICING RELATING TO OUTSTANDING BORROWING TRANCHES OF
     LOANS IN AN OPTIONAL CURRENCY SHALL BE EFFECTIVE UPON THE EXPIRATION OF THE
     CURRENT INTEREST PERIOD (AND NOT AT THE TIME OF THE CHANGE IN THE COMPANY'S
     SENIOR UNSECURED DEBT RATING).

                               SCHEDULE 1.1(A) - 1

PRN 459548

<PAGE>

                                 SCHEDULE 1.1(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

PART 1 - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES TO LENDERS AND
ADMINISTRATIVE AGENT

<TABLE>
<CAPTION>
                                                     AMOUNT
                                                 OF COMMITMENT       AMOUNT OF
                                                 FOR REVOLVING    COMMITMENT FOR
                    LENDER                        CREDIT LOANS      SWING LOANS       COMMITMENT      RATABLE SHARE
                    ------                      ---------------   --------------   ---------------   --------------
<S>                                             <C>               <C>              <C>               <C>
LENDER NAME (ALSO
ADMINISTRATIVE AGENT):
PNC Bank, National Association
ADDRESS FOR NOTICES:
1000 Westlakes Drive
Suite 200
Berwyn, PA 19312
Phone: 610-725-5740
Fax:610-725-5799
Email: brian.vesey@pnc.com

ADDRESS OF LENDING OFFICE:                      $ 40,000,000.00   $20,000,000.00   $ 40,000,000.00     17.777777778%
PNC Firstside Center, 3rd Floor
500 First Ave.
Pittsburgh, PA  15219
Attention: Rini Davis
Telephone: (412) 762-7638
Facsimile: (412) 762-8672
Email: rini.davis@pnc.com

LENDER NAME:
Citizens Bank of Pennsylvania
ADDRESS FOR NOTICES:
2 N. Second Street, FL 12
Harrisburg, PA  17101
Attention: Curt S. Lang, VP
Telephone: (717) 777-3350
Facsimile: (717) 777-3363
Email: curt.s.lang@citizensbank.com

ADDRESS OF LENDING OFFICE:                      $ 40,000,000.00         N/A        $ 40,000,000.00     17.777777778%
2 N. Second Street, FL 12
</TABLE>


                               SCHEDULE 1.1(B) - 1

PRN 459548

<PAGE>

<TABLE>
<S>                                             <C>               <C>              <C>               <C>
Harrisburg, PA 17101
Attention: Lynn Downing
Telephone: (781) 655-4398
Facsimile: (781) 655-4097
Email: lynn.downing@rbscitizens.com

LENDER NAME:
CoBank, ACB
ADDRESS FOR NOTICES:
5500 South Quebec St.
Greenwood Village, CO 80111
Attention: Michael Tousignant
Telephone: (303) 694-5838
Facsimile:
Email: mtousignant@cobank.com

ADDRESS OF LENDING OFFICE:                      $ 35,000,000.00         N/A        $ 35,000,000.00     15.555555556%
5500 South Quebec St.
Greenwood Village, CO 80111
Attention: Betty Marshall
(303) 740-4016
Facsimile: (303) 740-4021
Email: Agencybank@cobank.com

LENDER NAME:
Manufacturers and Traders Trust
Company

ADDRESS FOR NOTICES:
2055 S. Queens St., 2nd Floor
York, PA 17403
Attention: Paul Delmonte
Telephone: (717) 771-4901
Facsimile: (717) 771-4914
Email: pdelmonte@mtb.com

ADDRESS OF LENDING OFFICE:                      $ 35,000,000.00         N/A        $ 35,000,000.00     15.555555556%
2055 S. Queens St., 2nd Floor
York, PA 17403
Attention: Paul Delmonte
Telephone: (717) 771-4901
Facsimile: (717) 771-4914
Email: pdelmonte@mtb.com

LENDER NAME:
</TABLE>


                               SCHEDULE 1.1(B) - 2

PRN 459548

<PAGE>

<TABLE>
<S>                                             <C>               <C>              <C>               <C>
HSBC Bank USA, N.A.
ADDRESS FOR NOTICES:
Four Tower Bridge
200 Barr Harbor Dr.
Suite 400
West Conshohoken, PA 19428
Attention: Susan Waters
Telephone: (267) 575-0042
Facsimile:
Email: susan.waters@us.hsbc.com

ADDRESS OF LENDING OFFICE:                      $ 28,000,000.00         N/A        $ 28,000,000.00     12.444444444%
Four Tower Bridge
200 Barr Harbor Dr.
Suite 400
West Conshohoken, PA 19428
Attention: Tina Craiglow
Telephone: (716) 841-1670
Facsimile: (917) 229-0979
Email: tina.craiglow@us.hsbc.com

LENDER NAME:
Bank of America, N.A.
ADDRESS FOR NOTICES:
315 Montgomery St., 6th Fl.
San Francisco, CA 94104-1866
Attention: Michael J. Balok, Sr. VP
Telephone: (415) 913-4776
Facsimile: (415) 913-2357
Email: mike.balok@baml.com

ADDRESS OF LENDING OFFICE:                      $ 23,500,000.00         N/A        $ 23,500,000.00     10.444444444%
315 Montgomery St., 6th Fl.
San Francisco, CA 94104-1866
Attention: Neha Walla
Telephone: (415) 436-4777 x 8621
Facsimile: (804) 266-8065
Email: neha.walla@bankofamerloan.com
</TABLE>


                               SCHEDULE 1.1(B) - 3

PRN 459548

<PAGE>

<TABLE>
<S>                                             <C>               <C>              <C>               <C>
LENDER NAME:
JPMorgan Chase Bank, N.A.
ADDRESS FOR NOTICES:
277 Park Ave., 23rd Floor
New York, NY 10172
Attention: James Knight
Telephone: (212) 622-8486
Facsimile: (212) 534-3081
Email: james.a.knight@jpmorgan.com

ADDRESS OF LENDING OFFICE:                      $ 23,500,000.00         N/A        $ 23,500,000.00     10.444444444%
277 Park Ave., 23rd Floor
New York, NY 10172
Attention: Non-Agented Servicing Team
Telephone: (312) 385-7072
Facsimile: (312) 256-2608
Email:
cls.chicago.non-agentedservicing@jpmorgan.com
TOTALS                                          $225,000,000.00   $20,000,000.00   $225,000,000.00   $100.000000000%
</TABLE>


                               SCHEDULE 1.1(B) - 4

PRN 459548

<PAGE>

                                 SCHEDULE 1.1(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

PART 2 - ADDRESSES FOR NOTICES TO LOAN PARTIES:

EACH LOAN PARTY:

c/o P. H. Glatfelter Company
Address: 96 South George Street, Suite 500
York, PA 17401
Attention: George B. Amoss, Jr., Treasurer
Telephone: (717) 225-2746
Facsimile: (717) 812-8964
Email: gamoss@glatfelter.com


                               SCHEDULE 1.1(B) - 5

PRN 459548

<PAGE>

                                 SCHEDULE 1.1(E)

                           EXISTING LETTERS OF CREDIT

<TABLE>
<CAPTION>
L/C#   FACE AMOUNT   BENEFICIARY   ISSUER   EXP. DATE
----   -----------   -----------   ------   ---------
<S>    <C>           <C>           <C>      <C>

</TABLE>

PRN 459548